EAGLE BANCORP INC /GA/
10QSB, 1998-11-16
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, 1998

                                                    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, 1998                                                 0-19228

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

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

                                   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.

907,610 shares of Common Stock, $1 par value per share,  were  outstanding as of
November 10, 1998.
















<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)

                            ASSETS            9/30/98              12/31/97
<S>                                      <C>                <C>    

Cash and due from banks                  $   2,044,964       $     1,677,651
Federal funds sold                           2,930,000             1,280,000
                                            ----------             ---------
     Total cash and cash equivalents         4,974,964             2,957,651

Investment securities:
   Available for sale                        8,085,488             6,597,422
      Held to maturity                       3,665,329             4,541,697
                                            ----------             ---------
   Total Investment Securities              11,750,817            11,139,119

Loans, net of unearned income               51,476,804            49,474,280
    Reserve for Loan Loss                     (732,200)             (706,237)
                                             ---------             ---------
        Loans, net                          50,744,604            48,768,043

Premises and Equipment, net                  2,416,200             2,437,122
   Other Assets                              1,088,159             1,033,491
                                            ----------            ---------

   TOTAL ASSETS                             70,974,744            66,335,426
                                            ===========           ==========


LIABILITIES:
    Non-Interest Bearing Deposits            7,257,757             6,175,919
    Interest Bearing Deposits               50,595,625            49,491,445
                                            -----------           -----------
         Total Deposits                     57,853,382            55,667,364

    FHLB advances                            4,745,901             2,643,507
    Accrued expenses and other liabilities     954,893             1,272,136
                                              --------            ----------
    Total Liabilities                       63,554,176            59,583,007

SHAREHOLDER'S EQUITY:
    Common Stock, $1 par value                 907,610               873,875
     Authorized 10,000,000 shares;
     907,610 shares issued and outstanding
    Additional Paid in Capital               5,137,485              4,887,567
    Retained Earnings                        1,339,654                980,884
    Accumulated other
        Comprehensive income                    35,819                 10,093
                                               -------               -------
Total Shareholder's Equity                   7,420,567              6,752,419
 TOTAL LIABILITIES
    AND SHAREHOLDER'S EQUITY          $     70,974,744      $      66,335,426
                                           ===========             ==========
</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,
                                                                      1998                  1997
<S>                                                           <C>                       <C>    

INTEREST INCOME:
    Loans, including fees                                       $      3,590,626           $     3,298,041
    Interest on deposits in financial institutions                             -                     1,205
    Federal funds sold                                                    33,865                    45,452
    Investment securities:
        Taxable                                                          400,914                   401,980
        Nontaxable                                                        94,272                    91,662
                                                                         -------                   ------
           Total Interest Income                                       4,119,677                 3,838,342

    Interest expense - Deposits                                        1,873,211                 1,774,573
    Other Borrowings                                                     158,568                    72,030
                                                                        --------                   ------
           Total Interest Expense                                      2,031,779                 1,846,603

                             Net Interest Income                       2,087,898                 1,991,738

    Provision for possible loan losses                                    34,332                    90,000
                                                                         -------                   ------
             Net interest income after provision
                 for possible loan losses                              2,053,565                 1,901,738

    NONINTEREST INCOME:
    Service Charges                                                      269,086                   296,904
    Referral fees - mortgages                                            254,034                   170,184
    Security gains (losses)                                                  913                     1,293
    Other income                                                         144,237                    72,095
                                                                        --------                   ------
          Total noninterest income                                       668,270                   540,475

    NONINTEREST EXPENSE:
    Salaries and employee benefits                                       919,609                   840,545
    Net occupancy and equipment expense                                  219,507                   231,579
    Other operating expense                                              743,248                   667,908
                                                                        --------                  -------
          Total noninterest expense                                    1,882,364                 1,740,032

    Income before income taxes                                           839,471                   702,182
    Income taxes                                                         268,271                   245,000
                                                                        --------                  -------

   NET INCOME                                                   $        571,200          $        457,182
                                                                        ========                  =======

    Net income per share                                        $           0.63          $           0.53
                                                                           =====                     ====
</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,
                                                                1998                        1997
<S>                                                    <C>                        <C>    

INTEREST INCOME:
    Loans, including fees                               $              1,228,374     $            1,190,519
    Federal funds sold                                                    16,139                      6,560
    Investment securities:
        Taxable                                                          136,385                    133,905
        Nontaxable                                                        30,043                     31,191
                                                                         -------                    ------
   Total Interest Income                                               1,362,175                  1,410,941

    Interest expense - Deposits                                          630,095                    612,717
    Other Borrowings                                                      64,416                     43,753
                                                                         -------                    ------
    Total Interest Expense                                               694,511                    656,470

    Net Interest Income                                                  716,430                    705,705

    Loan Loss Provision                                                    2,000                     49,000
                                                                          ------                    ------

      Net Income After Loan Loss Prov.                                   714,430                    656,705

    NONINTEREST INCOME:
    Service Charges                                                       83,835                    103,987
    Referral fees - mortgages                                             90,816                     77,348
    Security gains (losses)                                                    -                          -
    Other income                                                          51,959                     29,722
                                                                         -------                    ------
    Total noninterest income                                             226,609                    211,057

    NONINTEREST EXPENSE:
    Salaries and employee benefits                                       313,377                    285,687
    Net occupancy and equipment expense                                   73,101                     79,213
    Other operating expense                                              255,270                    224,718
                                                                        --------                   -------
    Total noninterest expense                                            641,748                    589,618

    Income before income taxes                                           299,292                    278,144
    Income taxes                                                          96,929                    100,278
                                                                         -------                   -------

   NET INCOME                                          $                 202,363   $                177,866
                                                                    ============             ==============

    Net income per share                               $                    0.22   $                   0.21
                                                                           =====                       ====
</TABLE>

  See accompanying notes to consolidated financial statements


                                                          Page 3
<PAGE>
<TABLE>
<CAPTION>



                                            EAGLE BANCORP, INC.
                                   Consolidated Statement of Cash Flows
                                                (Unaudited)




                                                                                    Nine months ended
                                                                                      September 30,
                                                                                 1998                  1997 
<S>                                                                           <C>                 <C>

Net Income                                                                      $ 571,200           $ 457,182
Adjustments to reconcile net income
     Provisions for possible loan losses                                           32,332              90,000
     Depreciation                                                                 110,036             133,434
     Securities gains (losses)                                                        913              (1,293)
     Amortization (accretion), net                                                 (6,197)            (20,843)
     Accretion of loan fees                                                             -             (80,552)
     Loan fees, net                                                                     -              46,979
     Increase in other assets                                                      30,576            (123,440)
    Increase (decrease) in other liabilities                                     (317,242)           (320,231)
          Net cash provided by operating activities                               421,618             181,236
Cash Flows from investing activities:
     Decrease in loans, net                                                    (2,008,893)         (7,871,523)
     Purchase of investments - AFS                                             (4,204,240)         (1,416,432)
     Purchase of investments - HTM                                                      -          (1,431,155)
     Purchase of premises and equipment                                           (89,114)           (112,038)
     Proceeds from certificate of deposits                                              -           1,000,000
     Maturities of investments - HTM                                              800,000           1,020,000
     Maturities of investments - AFS                                               90,000             729,500
     Called investments - AFS                                                     900,000             250,000
     Called investments - HTM                                                     250,000                   -
     Sale of investments - AFS                                                  1,498,306                   -
     Sale of investments - HTM                                                         -              498,652 
          Net Cash used in investing activities                                (2,763,941)         (7,332,996)
Cash Flow From Financing Activities
     Increase in Deposits, Net                                                  2,186,018           4,029,342
     FHLB Advances                                                              2,102,394           1,365,250
     Repayment of FHLB advance                                                          -             (39,005)
     Proceeds from reverse repurchases                                                  -             977,000
     Cash dividends                                                              (212,429)                  -
     Options Exercised                                                            283,652                   -
     Federal funds purchased                                                           -            1,380,000 
         Net Cash Provided By Financing Activities                              4,359,636           7,712,587

               Net Increase (Decrease) in Cash and Cash Equivalents             2,017,313             560,827 

Cash And Cash Equivalents At Beginning of Period                                2,957,651           3,737,822 

Cash And Cash Equivalents At End of Period                                    $ 4,974,964         $ 4,298,649 
Supplemental disclosures of cash paid durning period for:
     Interest                                                                 $ 2,110,873         $ 1,829,258 
     Income taxes                                                               $ 321,747           $ 196,242 
</TABLE>


See accompanying notes to consolidated financial statements.

                                                                         
                                                  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.



(2)       Earnings Per Share

Earnings per share has been  calculated  in  accordance  with the  provisions of
Statement  of  Financial  Accounting  Standards  Board.  SFAS No.  128  requires
presentation  of  earnings  per  share  on a  basic  computation  and a  diluted
computation.  The basic  computation  divides  net  income by only the  weighted
average  number  of  common  shares  outstanding  for the year  and the  diluted
computation  gives  effect to all diluted  common  shares that were  outstanding
during the year.

Earnings per share  amounts for the year 1997 have been  restated to give effect
to the application of this new standard.

The  following  data shows the amounts used in computing  earnings per share and
the  effect on income  and the  weighted  average  number of shares of  dilutive
potential common stock.
<TABLE>
<CAPTION>

                                                                 Three Months ended            Nine Months ended
                                                                   September 30,                  September 30,
                                                                 1998             1997          1998            1997
<S>                                                          <C>              <C>           <C>           <C>    
Income available to common stockholders:
Used in basic earnings per share                              $ 202,363        $ 177,866     $ 571,200      $  457,182
                                                               ========         ========      ========        =======
Used in diluted earnings per share                            $ 202,363        $ 177,866     $ 571,200      $  457,182
                                                               ========         ========      ========        =======

Weighted average number of common shares used
   in basic earnings per share                                   873,875          862,845       907,610         862,845
Effect of dilutive securities:
stock options                                                     51,088           44,118        17,353          44,118
                                                                 -------          -------       -------         ------

Weighted  average number of common and dilutive
Potential common shares used in
diluted earnings per share                                       927,963          906,963       927,963         906,963
                                                                ========         ========      ========        =======
</TABLE>

(3)      Merger

On June 30, 1998,  Eagle Bank and Trust  signed an Agreement  and Plan of Merger
with PAB Bankshares,  Inc. PAB Bankshares,  Inc. is a multibank  holding company
for the Park Avenue Bank located in  Valdosta,  Georgia,  Farmers and  Merchants
Bank in  Adel,  Georgia,  and  First  Community  Bank of  Southwest  Georgia  in
Bainbridge,  Georgia. This merger would result in PAB Bankshares, Inc. acquiring
all of Eagle  Bank and  Trust's  outstanding  stock  in a  business  combination
accounted for as a pooling of interest.  The merger would  constitute a tax-free
reorganization within the meaning of section 368(a) of the Internal Revenue Code
of 1986, as amended (the "code").  Upon  consummation  of this merger,  which is
subject to regulatory and shareholder approvals,  shareholders of Eagle Bank and
Trust would receive  one(1) share of stock in PAB  Bankshares,  Inc. in exchange
for each share of Eagle Bancorp, Inc. stock.

                                                  Page 5



<PAGE>






(4)      Year 2000

The banking  industry relies on the validity of financial  information,  most of
which is generated and maintained by automated data  processing  systems.  Eagle
Bancorp,  Inc.  directors and management have formed a Year 2000 Committee which
is charged with administering the phases of awareness,  assessment,  renovation,
validation and implementation  which are required to ensure Year 2000 compliance
throughout the organization in a timely manner. The year 2000 committee meets on
a monthly basis and reports  monthly to the Board of Directors of the Bank.  All
information  and  environmental  systems  have been  examined  by  internal  and
external  technical  support.  The  Committee  has  contacted  all  vendors  and
supplies.  Approximately  60% of the PC's have been  replaced with an additional
30% to be  replaced  during the first  quarter of 1999 the other 10% are already
compliant.  The committee also contacted all major loan customers. The committee
is of the opinion  that the cost of  becoming  Year 2000  compliant  in a timely
manner  will not have a  material  adverse  impact on the  operating  results or
financial condition of the company.

(5)       Accounting Change

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting  Comprensive Income".  This statement  establishes
standards for reporting and display of  comprehensive  income and its components
in the financial  statements.  Comprehensive  income is defined as the change in
equity of a business  enterprise  during the period from  transactions and other
events and circumstances from nonowner sources.





























                                 Page 5 (cont'd)

<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, 1998 compared to December 31, 1997,  and the results of its  operations  for
the three and nine month  periods  ended  September  30,  1998  compared  to the
comparable  periods ended  September 30, 1997.  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  1997 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 1998,  total  assets  increased  $4,639,318  or
approximately  7% as compared to amounts at December 31, 1997. This increase was
primarily  a result of the  bank's  deposit  base  increasing  by  approximately
$2,186,018 and other borrowings of $2,102,394.

The following is a summary of deposits:
<TABLE>
<CAPTION>

                                                                                 DEPOSITS

                                                                        9/30/98         12/31/97

<S>                                                                   <C>              <C> 

Noninterest-bearing demand deposits                                    $ 7,257,757      $6,175,919
NOW accounts                                                             8,097,668       6,867,141
Money market accounts                                                    2,443,908       2,137,149
Savings accounts                                                         2,881,874       2,824,983
Individual retirement accounts                                           3,639,384       3,476,101
Certificates of deposits of $100,000 or more                            10,267,189      10,897,602
Certificates of deposits of less than $100,000                          23,265,602      23,288,469
                                      --------                          ----------      ----------

         Total deposits                                               $ 57,853,382    $ 55,667,364
                                                                      ============    ============

</TABLE>


The Company's rate of growth was approximately 7% for the nine months of 1998 as
compared to 13% for the same period in 1997. 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 1998 in the 7 to 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, 1998, the Company's cash and due
from banks equaled  $4,974,964,  its  investment  securities  available for sale
equaled  $8,085,488.  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.  As of September 30, 1998 and December 31,
1997,  the Company had  outstanding  borrowings  of  $4,745,901  and  $2,643,507
respectfully, on a long-term basis from the Federal Home Loan Bank to match loan
funding rates and maturities with borrowing rates and maturities.

The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment  securities not pledged divided by deposits,  equaled
26.10% as of September 30, 1998 compared to 22.87% as of December 31, 1997.  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, 1998
jumbo deposits equaled 17.75% of total deposits of $57,853,382.  At December 31,
1997 jumbo  deposits  equaled  21.10% of total  deposits of  $56,005,795.  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 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, 1998.




                                                  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
<S>                               <C>          <C>          <C>         <C>           <C>         <C>          <C>

Interest-sensitive assets:
     Loans                             $ 13,877    $ 11,808    $ 25,685      $ 21,882    $ 47,567      $ 2,774    $ 50,341

     Investment securities                  185       2,864       3,049         6,683       9,732        2,019      11,751 
                                            ---       -----       -----         -----       -----        -----      ------ 

     Total interest-sensitive assets     14,062      14,672      28,734        28,565      57,299        4,793      62,092
Interest-sensitive liabilities:
     NOW, money market and
          savings accounts               13,423           0      13,423             0      13,423            0      13,423

Individual retirement accounts and
         certificates of deposits         7,320      22,655      29,975         7,197      37,172            0      37,172

Borrowings                                   50       2,151       2,202         1,807       4,008          738       4,746
                                             --       -----       -----         -----       -----          ---       -----

  Total interest-sensitive liabilities   20,794      24,806      45,601         9,003      54,604          738      55,342
                                         ------      ------      ------         -----      ------          ---      ------

Interest-sensitivity gap               $ (6,733)  $ (10,134)  $ (16,867)     $ 19,562     $ 2,695      $ 4,056     $ 6,750 
                                       ========   =========   =========      ========     =======      =======     ======= 
Ratio to total interest
     sensitive assets                    -10.84%     -16.32%     -27.16%        31.50%       4.34%        6.53%      10.87%
                                          =====       =====       =====         =====        ====         ====       ===== 


</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 10.46% at September 30,
1998 as compared to 10.18% at December  31,  1997.  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.

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, 1998.

<TABLE>
<CAPTION>

                                              Required
                                Actual        Minimum                Excess
                               --------       ----------            --------
                             %       Amount    %      Amount         %     Amount
                           ------    ------   -----    -------     -----   ------
<S>                     <C>         <C>       <C>     <C>          <C>     <C>

Consolidated

Tier 1 capital.........     10.31%    7,313    6.00%     4,256       4.31%   3,057

Risk based capital.....     14.94%    7,961    8.00%     4,262       6.94%   3,699

Leverage ratio.........     10.31%    7,313    3.00%     2,128       7.31%   5,185


Eagle Bank and Trust

Tier 1 capital.........     9.97%    7,068     6.00%     4,256       3.97%    2,812

Risk based capital.....    14.52%    7,734     8.00%     4,262       6.52%    3,472

Leverage ratio.........     9.97%    7,068     3.00%     2,128       6.97%    4,940


</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, 1998 equaled
$716,430 or 1.52% more than the three month period ended September 30, 1997. The
average  yield earned on  interest-earning  assets was 8.80% for the three month
period ended  September 30, 1998 compared to 8.93% for the similar  period ended
September,  30, 1997 and the average rate paid on  interest-bearing  liabilities
was 5.10% for the three month period ended  September 30, 1998 compared to 5.00%
for the comparable  period ended  September 30, 1997. The Company's net interest
margin for the three month period ended September 30, 1998 was 4.47% compared to
4.63% for the three month period ended September 30, 1997.

Net interest  income for the nine month period ended  September 30, 1998 equaled
$2,087,898 or 4.83% more than the nine month period  ending  September 30, 1997.
The average yield earned on interest-earning assets was 8.77% for the nine month
period ended  September 30, 1998 compared to 8.90% for the similar  period ended
September 30, 1997 and the average rate paid on interest-bearing liabilities was
5.06% for the nine month period ended  September  30, 1998 compared to 4.95% for
the nine month  period ended  September  30, 1997.  The  Company's  net interest
margin for the nine month period ended  September 30, 1998 was 4.44% compared to
4.60% for the period ended September 30, 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 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  1.46% of outstanding loans
at September  30, 1998 as compared to 1.43% at December 31, 1997.  The allowance
increased to $732,200 at September  30, 1998 from $706,237 at December 31, 1997.
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 1998 was $34,332  compared to $90,000 for the first nine months of 1997. This
provision  is a result of  evaluation  as describe  above of the loan  portfolio
during the first nine  months of 1998 as  compared  to the first nine  months of
1997. Net charge-offs for the nine month period ended September 30, 1998 equaled
$8,369 compared to net charge-offs of $33,574 for the comparable period in 1997.







                                                 Page 11

<PAGE>

The following table summarizes nonperforming loans, potential problem loans, and
allowance  for possible  loan losses data as of September  30, 1998 and December
31, 1997.

<TABLE>
<CAPTION>

                                                              September 30,     December 31,
                                                                    1998         1997
                                                                        (in thousands)
<S>                                                             <C>                <C>   

Nonperforming loans (0ver 90 days)                                    149               48

Potential problem loans (internally classified)                       296              399

Asset Quality Ratios:
Nonperforming loans to total loans,
     Net of unearned income                                         0.30%            0.09%

Nonperforming loans to total assets                                 0.21%            0.07%

Nonperforming loans and potential
     Problem loans to total assets                                  0.63%            0.67%

Allowance for possible loan losses to
    Nonperforming loans                                             4.91x           14.71x

Allowance for possible loan losses to
    Nonperforming loans and
     Potential problem loans                                        1.64x            1.57x
</TABLE>

**  Potential  problem  loans are loans 60 to 89 days  past due.  The  Company's
management  believes  that the allowance for possible loan losses is adequate to
cover potential losses in the loan portfolio.





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, 1998 was  approximately  $668,270  compared to
$540,475  for the  comparable  period in 1997 and  represents  and  increase  of
approximately  23.64%.  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, 1998 was $226,609
compared  to  $211,057  for the  three  months  ended  September  30,  1997  and
represents and increase of approximately 7.37%.












                                                 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 $ 1,882,364 for the nine month period ended
September 30, 1998 compared to $ 1,740,032  for the  comparable  period of 1997.
The Company experienced  noninterest  expense of approximately  $641,748 for the
three months ended  September 30, 1998 compared to $589,618 for the three months
ended September 30, 1997. Other operating expenses increased approximately 8.17%
and 8.84% for the nine month and three month periods ended September 30, 1998 as
compared to the same periods  ended  September  30, 1997.  Major  components  of
noninterest expenses are shown below:
<TABLE>
<CAPTION>

                                                                               Nine Months ended
                                                                                 September 30,

                                                                          1998                 1997

<S>                                                                 <C>               <C> 

Salaries and employee benefits                                       $   919,609        $     840,545
Net occupancy and equipment expense                                      219,507              231,579

Major Compontents of other operating expenses:

Data processing expense                                                  126,782              121,453
Stationery and supplies expense                                           44,731               50,133
Postage                                                                   41,582               47,409
Accounting and audit fees                                                 24,995               28,550
Advertising and marketing expense                                         51,064               46,752
Directors Fees                                                            84,550               38,100
Other operating expenses                                                 369,544              335,510
                                                                        --------             -------
      Total noninterest expense                                     $  1,882,364        $   1,740,032
                                                                      ==========           =========

</TABLE>






















                                                 Page 13

<PAGE>

Income Taxes

The Company  has  recorded  income tax  expense of  $268,271  for the first nine
months  of 1997  representing  an  effect  tax rate of  approximately  32% which
compares to an effective tax rate of 35% recorded for the  comparable  period of
1997. The Company  recorded for the three months ended September 30, 1998 income
tax  expense  of $96,929 as  compared  to  $100,278  for the same  period  ended
September 30, 1997.

Net Income

The Company's net income was $202,363 for the three month period ended September
30, 1998  compared to $177,859  for the like  period  ended  September  30, 1997
representing an increase of 13.78%. The Company's net income per share was $0.22
per share for the three month period ended  September 30, 1998 compared to $0.21
per share for the  comparable  period  for 1997.  The  Company's  net income was
$571,200  or $0.63  per  share for the first  nine  months of 1998  compared  to
$457,182 or $0.53 per share for the comparable period for 1997 or an increase of
approximately 24.94% and 18.87% 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/ Gary L. Johnson
                                       Gary L. Johnson
                                       President
                                       (Principal Executive Officer)


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

                                       Date: November 15, 1998




























                                    Page 16
<PAGE>


<TABLE> <S> <C>

<ARTICLE>                                          9
<LEGEND>
 (Replace this text with the legend, if applicable)
</LEGEND>
<CIK>                                                   0000865792
<NAME>                                                  NASD
<MULTIPLIER>                                                  1000
<CURRENCY>                                         U.S. dollars
       
<S>                                                <C>
<PERIOD-TYPE>                                      Year
<FISCAL-YEAR-END>                                        DEC-31-1998
<PERIOD-START>                                           JAN-01-1998
<PERIOD-END>                                             SEP-30-1998
<EXCHANGE-RATE>                                                  1
<CASH>                                                        2045
<INT-BEARING-DEPOSITS>                                           0
<FED-FUNDS-SOLD>                                              2930
<TRADING-ASSETS>                                                 0
<INVESTMENTS-HELD-FOR-SALE>                                   3665
<INVESTMENTS-CARRYING>                                       11751
<INVESTMENTS-MARKET>                                         11751
<LOANS>                                                      50012
<ALLOWANCE>                                                    732
<TOTAL-ASSETS>                                               70975
<DEPOSITS>                                                   57853
<SHORT-TERM>                                                     0
<LIABILITIES-OTHER>                                            954
<LONG-TERM>                                                   4746
                                            0
                                                      0
<COMMON>                                                       908
<OTHER-SE>                                                    6513
<TOTAL-LIABILITIES-AND-EQUITY>                               70975
<INTEREST-LOAN>                                               3591
<INTEREST-INVEST>                                              495
<INTEREST-OTHER>                                                34
<INTEREST-TOTAL>                                              4120
<INTEREST-DEPOSIT>                                            1873
<INTEREST-EXPENSE>                                            2032
<INTEREST-INCOME-NET>                                         2088
<LOAN-LOSSES>                                                   34
<SECURITIES-GAINS>                                               1
<EXPENSE-OTHER>                                               1882
<INCOME-PRETAX>                                                840
<INCOME-PRE-EXTRAORDINARY>                                     571
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                   571
<EPS-PRIMARY>                                                 0.63
<EPS-DILUTED>                                                 0.63
<YIELD-ACTUAL>                                                8.77
<LOANS-NON>                                                    149
<LOANS-PAST>                                                   296
<LOANS-TROUBLED>                                                 0
<LOANS-PROBLEM>                                                445
<ALLOWANCE-OPEN>                                               706
<CHARGE-OFFS>                                                   21
<RECOVERIES>                                                    13
<ALLOWANCE-CLOSE>                                              732
<ALLOWANCE-DOMESTIC>                                           732
<ALLOWANCE-FOREIGN>                                              0
<ALLOWANCE-UNALLOCATED>                                          0
        

</TABLE>


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