EAGLE BANCORP INC /GA/
10-Q, 1998-05-18
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
                                      15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                       FOR THE PERIOD ENDED MARCH 31, 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
March 31, 1998                                                0-19228

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  Registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

                                 YES (X) NO ( )

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock, as of the close of the period covered by this Report.

873,875 shares of Common Stock, $1 par value per share,  were  outstanding as of
March 31, 1998.



<PAGE>


                               EAGLE BANCORP, INC.
                                 AND SUBSIDIARY



Index

Part I.         Financial Statements                                   Page No.


         Item 1. Consolidated Balance Sheets......................          2
                 Consolidated Statements of Income................          3
                 Consolidated Statements of Cash Flows............          4
                 Note to Consolidated Financial Statements........          5


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


Part II.          Other Information

         Item 1. Legal Proceedings.................................         13

         Item 2. Changes in Securities.............................         13

         Item 3. Defaults Upon Senior Securities...................         13

         Item 4. Submission of Matters to a Vote
                            of Security Holders.....................        13

         Item 5. Other Information.................................         13

         Item 6. Exhibits and Reports on Form 8-K..................         13



Signatures..........................................................        14














                                       

                                       
<PAGE>




Part I. Financial Statements
Item 1.

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

    
<S>                                                    <C>              <C>
                                  ASSETS              3/31/98         12/31/97
                                  ------              -------         --------

Cash & Due From Banks............................ $ 1,677,651       $2,135,060
Federal Funds Sold                                    910,000        1,280,000
                                                      -------        ---------
Total cash and cash equivalents.................    3,045,060        2,957,651

Investment securities:
available for
sale............................................     6,800,016       6,597,422
held for maturity ..............................     4,542,757       4,541,697
                                                     ---------       ---------
Total investment securities                         11,342,773      11,139,119

Loans , net of unearned
income..........................................    49,166,867      49,474,280
Allowance for Loan Loss                               (714,406)       (706,237)
                                                      --------       -------- 
    Loans, net                                      48,452,461      48,768,043

Premises and equipment, net....................      2,398,503       2,437,122
Other .........................................      1,059,276       1,033,491
                                                     ---------       ---------
Total Assets...................................     66,298,073      66,335,426
                                                    ==========      ==========
                                                   

              Liabilities and Shareholders' Equity
Liabilities:
   Deposits:
     Noninterest-bearing deposits..............      5,870,322        6,175,919
     Interest-bearing deposits.................     49,962,547       49,491,445
                                                    ----------       ----------
      Total Deposits                                55,832,869       55,667,364

Borrowings.....................................      2,602,430        2,643,507
Accrued expenses and other liabilities.........        920,488        1,272,136
                                                       -------        ---------
   Total Liabilities                                59,355,787       59,583,007
 
Shareholders' Equity:
Common Stock, $1 par value, Authorized                 873,875          873,875
10,000,000 shares; 873,875 shares
Issued and outstanding
Additional paid-in capital.....................      4,887,567        4,887,567
Retained
earnings.......................................      1,180,914          980,884
Net unrealized gain (loss) on investment
  securities available for sale................            (71)          10,093
                                                           ---           ------
     Total shareholders' equity                       6,942,286       6,752,419
                                                      ---------       ---------
 
 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $  66,298,073    $ 66,335,426
</TABLE>
                                                   =============   ============
 See accompanying notes to consolidated financial statements.


                                       2
<PAGE>


                       EAGLE BANCORP, INC. AND SUBSIDIARY
                        Consolidated Statements of Income
                                   (Unaudited)
<TABLE>
                                                                            
                                                        Three months ended
                                                        March, 31  March 31,
                                                          1997       1998
                                                          ----       ----
Interest Income:
<S>                                                  <C>              <C>      
    Loans, including fees                            1,016,324        1,163,205
    Interest on deposits in financial institutions           0            1,205
    Federal funds sold                                  10,449           35,581
    Investment securities:                                                                                                   
       taxable                                         125,525          126,388
       nontaxable                                       33,981           28,954 

          Total interest Income                      1,333,160        1,208,452

Interest Expense:
    Deposits                                           619,948          578,367
Other borrowings                                        43,348            9,188 

          Total Interest Expense                       663,296          587,555 

                         Net interest income           669,864          620,897

Provision for possible loan losses                      15,000            6,000 

          Net interest income after provision
          for possible loan losses                     654,864          614,897

Noninterest income:
    Service charges                                     98,024           88,696
    Referral Fees - mortgages                           80,399           49,335
    Net realized gain (loss)
      on available for sale securities                       5                5
    Other                                               55,172           22,397 
      
      Total NonInterest Income                         233,595          160,428

Noninterest expense:
    Salaries and employee benefits                     297,685          280,161
    Net occupancy and equipment expense                 76,131           74,769
    Other operating expense                            221,311          222,913 
 
     Total noninterest expenses                        595,127          577,843 

       Income before income taxes                      293,332          197,482
       Income Taxes                                     93,300           69,100 
         
         Net income                             $      200,032    $     128,382 

Basic earnings per share                        $         0.23    $        0.15 

Diluted earnings per share                      $         0.22    $        0.15 
</TABLE>

See accompanying notes to consolidated financial statements.



                                       3
<PAGE>


                               EAGLE BANCORP, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
                                                 March 31,            March 31,
                                                   1998                  1997
                                                   ----                  ----

Cash flows from operating activities:
<S>                                                <C>                  <C>            
  Net income                                 $     200,032      $       128,382
  Adjustments to reconcile net income
  to net cash provided bu operating activities:
      Provision for possible loan losses            15,000                6,000
      Derpreciation                                 45,626               37,947
      Securities (gains) losses, net                   913               (3,207)
      Amortization and (accretion), net             (3,038)               7,790
      Increase in other assets                     (25,785)            (140,807)
      Decrease in other liabilities                (72,008)             (11,335)
                           
        Net cash provided by operating activities  160,740               24,770
         
Cash flows from investing activities:
      Decrease in loans, net                       300,582              436,666
      Purchases of investment securities,
        available for sale                      (2,300,000)          (1,713,692)
      Purchases of investment securities,
        held to maturity                                 0             (496,094)
      Additions to premises and equipment           (7,007)             (89,463)
      Proceeds from sales of investment
        securities available for sale               90,000              248,144
      Proceeds from maturities of interest-earning
        deposits in financial institutions         500,000            1,000,000
      Proceeds from maturities or calls of
        investment securities held to maturiy            0              498,652
      Proceeds from sales of investment securities
        available for sale                       1,498,306            1,049,500

          Net cash provided (used)
            in investing activities                 81,881              933,713
       
Cash flows from financing activities:
      Increase in deposits, net                    165,505               64,449
      Decrease in federal funds purchased                0             (200,000)
      Dividends paid                              (279,640)            (431,423)
      Repayment of borrowed funds                  (41,077)             (14,750)
                                 
          Net cash provided (used)
            by financing activities               (155,212)            (581,724)
                                   
Net increase  in cash and cash equivalents,     $   87,409              376,759

Cash and cash equivalents at beginning of period 2,957,651            3,737,822
                                                 
Cash and cash equivalents at end of period       3,045,060            4,114,581
                                                 
Supplemental disclosures of 
  cash paid during year for:
      Interest                                  $  635,219              609,404

      Income taxes                              $   73,626                3,342
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>



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

(1)      Basis  of Presentation

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

(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.

                                                      Quarter ended March 31,

                                                      1998               1997
                                                      ----               ----
<TABLE>

Income available to common stockholders:
<S>                                                   <C>               <C>        
         Used in basic earnings per share           $ 200,032       $   128,382
         Used in diluted earnings per share           200,032           128,382

Weighted average number of common shares used
         In basic earnings per share                  873,875           862,845
Effect of dilutive securities:
         Stock options                                 19,912            19,622
Weighted average number of common and dilutive
         Potential common shares used in diluted
           earnings per share                         893,787           882,467

</TABLE>





(3)       Subsequent Events

On April 30, 1998,  Eagle Bank and Trust signed a letter of intent to merge with
PAB Bankshares,  Inc. PAB Bankshares,  Inc. is a multi-bank  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.




                                       5
<PAGE>





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

The following is a discussion of the Company's  financial condition at March 31,
1998,  compared to December 31, 1997,  and the results of its operations for the
three month  period  ended March 31,  1998,  compared to the three month  period
ended March 31, 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.

                                     GENERAL

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

                               FINANCIAL CONDITION

During  the first  three  months of 1998,  total  assets  decreased  $37,353  or
approximately  0.06% as compared to amounts at December  31,  1997.  During this
period the Bank's deposit base increased by approximately  $165,505 as reflected
below.  The Bank's  investment  securities  increased  by $203,654 or 1.83% over
December 31, 1997  numbers.  Cash and cash  equivalents  increased by $87,409 or
approximately 2.96% as compared to amount at December 31, 1997.


                                    DEPOSITS
<TABLE>

                                                     3/31/98          12/31/97
                                                     -------          --------


<S>                                             <C>               <C>          
Noninterest-bearing demand deposits             $   5,870,322     $   6,175,919
NOW accounts                                        7,477,177         6,867,141
Money market accounts                               2,093,859         2,137,149
Savings accounts                                    2,857,987         2,824,983
Individual retirement accounts of $100,000 or more    922,419           920,160
Individual retirement accounts of $100,000 or less  2,658,856         2,555,941
Certificates of deposits of $100,000 or more       10,657,084        10,897,602
Certificates of deposits of $100,000 or less       23,295,165        23,288,469
                                                   ----------        ----------

         Total deposits                         $  55,832,869     $  55,667,364
                                                =============     =============


</TABLE>





                                       6
<PAGE>



                     LIQUIDITY AND INTEREST RATE SENSITIVITY

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

The Company's  liquidity  position  depends  primarily upon the liquidity of its
assets relative to its needs to respond to short-term demand for funds caused by
withdrawals from deposit accounts and loan funding commitments.  Primary sources
of liquidity are scheduled  payments on the Company's  loans and interest on and
maturities of its  investments.  Occasionally,  the Company will sell investment
securities in connection  with the management of its interest  sensitivity  gap.
The Company may also utilize its cash and due from banks, federal funds sold and
investment  securities  available for sale to meet  liquidity  requirements.  At
March 31, 1998,  the Company's cash and due from banks equaled  $2,100,060,  its
investment  securities  available  for sale equaled  $6,800,016  and its federal
funds sold equaled  $910,000.  All of these assets could be converted to cash on
short notice.

Subject to certain conditions, the Company also has the ability, on a short-term
basis, to purchase federal funds from other financial  institutions.  Presently,
the Company has made  arrangements  with certain banks for short-term  unsecured
advances up to $3,000,000 and with the Federal Home Loan Bank, Atlanta,  Ga. for
a secured credit line of $7,000,000.  The Company borrowed from the Federal Home
Loan Bank to match loan funding rates and maturities  with loan borrowing  rates
and  maturities  with balances  outstanding  of $2,602,430  and $2,643,507 as of
March 31, 1998 and December 31, 1997  respectfully,  of which $1,000,000 matures
on June 4, 1998.

The Company's liquidity position, calculated as cash and due from banks, federal
funds sold, and investment  securities not pledged divided by deposits,  equaled
25.95% as of March 31, 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 strives to maintain a liquidity ratio
between 20% and 30%.

The Company  continues to monitor the percentage of  certificates  of deposit of
$100 thousand and over to total deposits.  At March 31, 1998, deposits over $100
thousand equaled  approximately  20.74% of total deposits. A substantial portion
of  these  certificates  of  deposits  is with  individuals  who  reside  in the
Company's  primary  service  area who are either  shareholders,  organizers,  or
directors  of the  Company  and to whom  the  Bank  has had  consistent  deposit
relations since inception.

The relative  interest rate  sensitivity of the Company's assets and liabilities
indicates the extent to which the Company's net interest  income may be affected
by  interest  rate  movements.  The  Company's  ability  to  reprice  assets and
liabilities in the same dollar  amounts and at the same time minimizes  interest
rate risks.  One method of measuring  the impact of interest rate changes on net
income is to measure, in a number of time frames, the interest  sensitivity gap,
by subtracting interest-sensitive liabilities from interest-sensitive assets, as
reflected in the following table.  Such interest  sensitivity gap represents the
risk, or opportunity, in repricing. If more assets than liabilities are repriced
at a given time in a rising rate environment, net interest income improves; in a
declining rate environment,  net interest income  deteriorates.  Conversely,  if
more liabilities  than assets are repriced while interest rates are rising,  net
interest income deteriorates; if interest rates are falling, net interest income
improves. The Company's strategy in minimizing interest rate risk is to minimize
the impact of short term  interest  rate  movements on its net  interest  income
while  managing its middle and long-term  interest  sensitivity  gap in light of
overall economic trends in interest rates.  The following table  illustrates the
relative  sensitivity of the Company to changing  interest rates as of March 31,
1998.

                                       7
<PAGE>


                                                 INTEREST RATE SENSITIVITY TABLE
                                                      (amounts in thousands)
<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                                   15,000         8,761    23,761      20,669    44,430       4,737    49,167
  Investment securities                       -          1,337     1,337       7,752     9,089       2,254    11,343
  Federal funds sold                         910             0       910           0       910           0       910
                                       
Total interest-sensitive assets           15,945        10,098    26,043      28,421    54,464       6,991    61,455
                                       

Interest-sensitive liabilities:
  NOW, money market and
    savings accounts                       6,793           0       6,793       5,636    12,429           0    12,429
  Certificates of deposits and
    individual retirement accounts        10,099       20,803     30,902       6,632    37,534           0    37,534
  Other borrowing                              0        1,179      1,179       1,423     2,602           0     2,602

Total interest-sensitivity
             Liabilities                  16,892       21,982     38,874      13,691    52,565           0    52,565
    
Interest-sensitivity gap                    (947)     (11,844)   (12,831)     14,730     1,899       6,991     8,890

Ratio to interest-sensitivity assets       -1.54%     -19.34%    -20.88%       23.97%     3.09%      11.37%    14.47%
                                       

</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.




                                       8
<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 10.47% at March 31,
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 future.

Eagle Bancorp, Inc. believes that cash on hand of approximately $33,080 at March
31, 1998,  and a $100,000  cash  dividend  from Eagle Bank and Trust,  should be
sufficient to fund its holding company annual cash  requirements  for the future
that  consist   principally   of  holding   company   annual  cash  expenses  of
approximately $70,000. On October 21, 1997, the Company declared a cash dividend
in the  amount  of $.32 per  share  payable  January  15,  1998,  for a total of
$279,640.

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

The following table compares the Company's and its  subsidiary's  capital ratios
to the  minimum  capital  ratios  required  to be  maintained  under  applicable
regulatory guidelines at March 31, 1998.

        Eagle Bank and Trust:
<TABLE>
                                                                            Required
                                                                            --------
                                                   Actual                    Minimum                  Excess
                                              %            Amount         %         Amount         %     Amount
                                              -            ------         -         ------         -     ------
                                                              (dollars in thousands)

<S>                                         <C>            <C>           <C>        <C>           <C>    <C>   
        Risk Based Capital                  14.83%         $7,668        8.00%      $4,136        6.83%  $3,532
        Tier 1 Capital                      13.45           6,954        4.00        2,068        9.45    4,886
        Leverage Capital Ratio              10.50           6,954        4.00        2,649        6.50    4,305

        Eagle Bancorp, Inc. and Subsidiary:

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

        Risk Based Capital                  14.81          $7,656        8.00       $4,136        6.81   $3,520
        Tier 1 Capital                      13.43           6,942        4.00        2,068        9.43    4,874
        Leverage Capital Ratio              10.47           6,942        4.00        2,652        6.49    4,290




</TABLE>




                                       9
<PAGE>



                              RESULTS OF OPERATIONS

Net Interest Income

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

Net interest  income for the three month  period  ended March 31, 1998,  equaled
$669,864 or 7.89% more than net interest  income of $620,897 for the three month
period   ending   March  31,   1997.   The  average   yield  earned  on  average
interest-earning  assets  increased  to 8.78% for the three month  period  ended
March 31,  1998 from 8.65% for the similar  period  ended March 31, 1997 and the
average rate paid on average interest-bearing liabilities decreased to 4.79% for
the three  month  period  ended  March 31,  1998 from 4.92% for the three  month
period ended March 31, 1997. The Company's  interest rate  differential  for the
three month  period ended March 31,  1998,  was 3.99%  compared to 3.73% for the
period  ended March 31,  1997.  The net  interest  margin (net  interest  income
divided by average  interest-earning  assets) for the three month  period  ended
March 31,  1998,  was 4.41% as compared to 4.42% for the same period ended March
31,  1997.  The  Company's  average  loan to  deposit  ratio in 1997 was  77.88%
compared to 88.27% for the three months ended March 31, 1998. The Company's loan
to deposit ratio at December 31, 1997, was 88.87% as compared to 88.06% at March
31, 1998.

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

Provision for Possible Loan losses

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

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

The allowance for possible loan losses  approximated  1.45% of outstanding loans
at March 31, 1998, as compared to approximately  1.43% at December 31, 1997. The
allowance increased to $714,406 at March 31, 1998, from $706,237 at December 31,
1997.

The  provision  for the first three months of 1998  increased  by  approximately
$9,000 as compared to the first three months of 1997.  Net  charge-offs  for the
three month period ended March 31, 1998,  were $6,831 compared to $9,934 for the
comparable period in 1997.

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

                                       10
<PAGE>

<TABLE>

                                                                       March 31,        December 31,
                                                                          1998               1997
                                                                          ----               ----
                                                                             (dollars in thousands)

<S>                                                                           <C>                <C>          
Nonperforming loans                                                     $     436       $          48

Potential problem loans                                                 $     342       $         399

Asset Quality Ratios:

  Nonperforming loans to total
   loans, net of unearned income                                              .89%               .009%

  Potential problem loans to total
   loans, net of unearned income                                              .70%                .81%

  Nonperforming and potential problem loans
   to total loans, net of unearned income                                    1.59%                .91%

Allowance for possible loan losses
  to nonperforming loans                                                     1.64x               14.71x

Allowance for possible loan
  losses to nonperforming loans
  and potential problem loans                                                -.09x                1.57x
</TABLE>

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

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

Noninterest Income

Noninterest income for the three month period ended March 31, 1998, was $233,595
compared to $160,428 for the comparable  period in 1997.  This income  primarily
includes service charges on deposit  accounts,  in the amount of $98,024 for the
three  months  ended  March 31, 1998  compared  to $88,696 in 1997 and  mortgage
referral fees in the amount of $80,399 for the three months ended March 31, 1998
compared to $49,335 in 1997.




                                       11
<PAGE>



Noninterest Expense

Noninterest expense is composed primarily of salaries and employee benefits, net
occupancy and equipment expense, and other operating expense as shown below. The
Company recorded  noninterest  expenses of approximately  $595,127 for the three
month  period  ended March 31,  1998,  compared to $577,843  for the  comparable
period of 1997. The increase in  noninterest  expense for the three months ended
March 31,  1998,  as  compared  to the three  months  ended  March 31,  1997 was
approximately 2.99%.

<TABLE>
                                                                              Three months ended
                                                                                   March 31,

                                                                       1998                      1997
                                                                       ----                      ----

<S>                                                                  <C>                       <C>     
Salaries and employee benefits                                       $297,685                  $280,161
Net occupancy and equipment expense                                    76,131                    74,769

Major components of other non-interest expense
  Data processing expense                                              41,670                     36,257
  Stationery and supplies expense                                      13,921                     27,928
  Postage                                                              12,567                     13,389
  Accounting and audit fees                                            10,995                     10,550
  Advertising and marketing expense                                    12,260                     21,334
  Director fees                                                        24,850                     11,700
  All other non-interest expense items - total                        105,048                    101,755
                                                
         Total other non-interest expense                            $221,311                   $222,913
</TABLE>
                                                             

Income Taxes

The Company has recorded  income tax expense of $93,300 for the first quarter of
1998  representing  an  effective  tax rate of  approximately  32%.  The Company
recorded   income  tax  expense  of  $69,100  for  the  first  quarter  of  1997
representing an effective tax rate of approximately 35%.


Net Income

The Company  earned net income of $200,032 or  approximately  $.23 per share for
the three  month  period  ended  March 31,  1998.  This  compares to $128,382 or
approximately $.14 per share for the same period ended March 31, 1997.









                                       12
<PAGE>



Part II.  Other Information

Item 1.

Legal Proceedings.
     None

Item 2.

Changes in Securities
    None

Item 3.

Defaults upon Senior Securities
   None

Item 4.

Submission of Matters to a Vote of Security Holders.
   None

Item 5.
Other Information
   None

Item 6.
Exhibits and Reports on Form 8-K

(a)      Exhibits.
         The following exhibits are attached:
                  Exhibit 27 Financial Data Schedule

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












                                       13
<PAGE>



                                   SIGNATURES


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


                                    EAGLE BANCORP, INC.



                                    By: \s\
                                       Andrew M. Williams, III
                                       President
                                       (Principal Executive Officer)


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



                                    Date: May 13, 1998





















                                       14
<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-31-1998
<PERIOD-END>                                                        MAR-31-1998
<EXCHANGE-RATE>                                                               1
<CASH>                                                                      872
<INT-BEARING-DEPOSITS>                                                        0
<FED-FUNDS-SOLD>                                                              0
<TRADING-ASSETS>                                                              0
<INVESTMENTS-HELD-FOR-SALE>                                                6800
<INVESTMENTS-CARRYING>                                                     4543
<INVESTMENTS-MARKET>                                                       4573
<LOANS>                                                                   49167
<ALLOWANCE>                                                                 714
<TOTAL-ASSETS>                                                            66298
<DEPOSITS>                                                                55833
<SHORT-TERM>                                                                  0
<LIABILITIES-OTHER>                                                         920
<LONG-TERM>                                                                2602
                                                         0
                                                                   0
<COMMON>                                                                    874
<OTHER-SE>                                                                 6068
<TOTAL-LIABILITIES-AND-EQUITY>                                            66298
<INTEREST-LOAN>                                                            1163
<INTEREST-INVEST>                                                           170
<INTEREST-OTHER>                                                              0
<INTEREST-TOTAL>                                                           1333
<INTEREST-DEPOSIT>                                                          620
<INTEREST-EXPENSE>                                                          663
<INTEREST-INCOME-NET>                                                       670
<LOAN-LOSSES>                                                                15
<SECURITIES-GAINS>                                                            1
<EXPENSE-OTHER>                                                             595
<INCOME-PRETAX>                                                             293
<INCOME-PRE-EXTRAORDINARY>                                                  293
<EXTRAORDINARY>                                                               0
<CHANGES>                                                                     0
<NET-INCOME>                                                                200
<EPS-PRIMARY>                                                              0.23
<EPS-DILUTED>                                                              0.22
<YIELD-ACTUAL>                                                             8.78
<LOANS-NON>                                                                 436
<LOANS-PAST>                                                                  0
<LOANS-TROUBLED>                                                              0
<LOANS-PROBLEM>                                                             342
<ALLOWANCE-OPEN>                                                            719
<CHARGE-OFFS>                                                                11
<RECOVERIES>                                                                  4
<ALLOWANCE-CLOSE>                                                           719
<ALLOWANCE-DOMESTIC>                                                        719
<ALLOWANCE-FOREIGN>                                                           0
<ALLOWANCE-UNALLOCATED>                                                       0
        

</TABLE>


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