SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED JUNE 30, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO For the quarter ended Commission file number June 30, 1996 0-19228 EAGLE BANCORP, INC. (Exact name of Registrant as specified in its charter) GEORGIA 58-1860526 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 335 South Main Street, P.O. Box 638 Statesboro, Georgia 30458 (Address of principal executive offices) Registrant's telephone number, including area code: (912) 764-8900 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the close of the period covered by this Report. 862,845 shares of Common Stock, $1 par value per share, were outstanding as of August 14, 1996. EAGLE BANCORP, INC. AND SUBSIDIARY Index Part I. Financial Statements Page No. Item 1. Consolidated Balance Sheets.......................1 Consolidated Statements of Income...............2,3 Consolidated Statements of Cash Flows.............4 Note to Consolidated Financial Statements.........6 Item 2. Management's Discussion and Analysis or Plan of Operations..................6 to 14 Part II. Other Information Item 1. Legal Proceedings.................................16 Item 2. Changes in Securities.............................16 Item 3. Defaults Upon Senior Securities...................16 Item 4. Submission of Matters to a Vote of Security Holders.....................16 Item 5. Other Information.................................16 Item 6. Exhibits and Reports on Form 8-K.............18 & 19 Signatures................................................17 Part I. Financial Statements Item 1. EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) Assets 06/30/96 12/31/95 Cash and due from banks ............................ $ 2,501,093 $ 2,316,465 Federal funds sold ................................. 110,000 1,260,000 Investment securities: Available for sale ................................ 5,732,075 4,945,680 Held to maturity .................................. 4,445,877 4,087,345 Loans, net of unearned income ...................... 40,121,186 37,442,325 Less allowance for possible loan losses ............................. 609,000 570,000 ------------ ------------ Loans, net ....................... 39,512,186 36,872,325 ------------ ----------- Premises and equipment, net ........................ 2,493,303 2,548,695 Other assets ....................................... 839,018 743,665 ------------ ------------ $ 55,633,552 $ 52,774,175 ============ =========== Liabilities and Shareholders' Equity Liabilities: Deposits: Noninterest-bearing deposits .............. $ 4,650,717 $ 4,253,543 Interest-bearing deposits ................. 43,314,117 40,629,146 ------------ ------------ Total deposits ................... 47,964,834 44,882,689 Borrowings ....................................... 577,750 700,000 Accrued expenses and other liabilities ........... 720,757 776,866 Accrued dividend payable ......................... 0 215,689 ------------ ------------ Total liabilities ................ 49,263,341 46,575,244 ----------- ------------ Shareholders' equity: Common stock, $1 par value. Authorized 10,000,000 shares; 862,845 issued and outstanding .............................. 862,845 862,755 Additional paid-in capital ................ 4,821,527 4,820,492 Retained earnings ......................... 723,234 516,150 Net unrealized holding losses on investment securities available for sale ........... (37,395) ( 466) ---------- ------------ Total shareholders' equity ....... 6,370,211 ,198,931 ---------- ----------- $ 55,633,552 $ 52,774,175 ============ ============ See accompanying note to consolidated financial statements. Page 1 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three months ended June 30, 1996 1995 Interest income: Loans, including fees ...................... $ 1,031,580 $ 927,855 Interest earning deposits in financial institutions ........................... 0 2,677 Federal funds sold ......................... 11,751 17,824 Investment securities: taxable ........................... 122,936 106,503 nontaxable ........................ 21,041 7,059 ----------- ----------- Total interest income ............. 1,187,308 1,061,918 ----------- ----------- Interest expense: Deposits ................................... 548,955 490,763 Other borrowings ........................... 9,790 0 ----------- ----------- Total interest expense ................ 558,745 490,763 ----------- ----------- Net interest income ............... 628,563 571,155 Provision for possible loan losses .................. 20,735 26,652 ----------- ----------- Net interest income after provision for possible loan losses ........ 607,828 544,503 ----------- ----------- Noninterest income: Service charges on deposit accounts ........ 91,893 79,663 Securities losses .......................... (4,766) (4,531) Other operating income ..................... 12,881 11,954 ----------- ----------- Total noninterest income .......... 100,008 87,086 ----------- ----------- Noninterest expense: Salaries and employee benefits ............. 269,776 222,241 Net occupancy and equipment expense ........ 68,951 55,820 Other operating expense .................... 206,531 201,674 ----------- ----------- Total noninterest expense ......... 545,258 479,735 ----------- ----------- Income before income taxes .......................... 162,578 151,854 Income taxes ........................................ 61,805 57,886 ----------- ----------- Net income ................................. $ 100,773 $ 93,968 =========== =========== Net income per share ................................ $ 0.11 $ 0.11 =========== =========== See accompanying notes to consolidated financial statements. Page 2 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Six months ended June 30, 1996 1995 Interest income: Loans, including fees ...................... $ 2,071,799 $ 1,776,934 Interest earning deposits in financial institutions ........................... 0 6,335 Federal funds sold ......................... 29,124 33,703 Investment securities: taxable .......................... 235,871 215,051 nontaxable ....................... 40,535 14,145 ----------- ----------- Total interest income ............. 2,377,329 2,046,168 ----------- ----------- Interest expense: Deposits ................................... 1,097,684 899,113 Other borrowings ........................... 11,209 0 ----------- ----------- Total interest expense ................ 1,108,893 899,113 Net interest income ............... 1,268,437 1,147,055 Provision for possible loan losses .................. 34,263 31,652 ----------- ----------- Net interest income after provision for possible loan losses ........ 1,234,174 1,115,403 ----------- ----------- Noninterest income: Service charges on deposit accounts ........ 178,796 159,420 Securities losses .......................... (4,766) (4,531) Other operating income ..................... 31,583 34,170 ----------- ----------- Total noninterest income .......... 205,613 189,059 ----------- ----------- Noninterest expense: Salaries and employee benefits ............. 554,477 433,962 Net occupancy and equipment expense ........ 140,297 112,412 Other operating expense .................... 415,255 393,795 ----------- ----------- Total noninterest expense ......... 1,110,029 940,169 ----------- ----------- Income before income taxes ................. 329,758 364,293 Income taxes ........................................ 122,674 138,594 ----------- ----------- Net income ................................. $ 207,084 $ 225,699 =========== =========== Net income per common share ......................... $ 0.23 $ 0.26 =========== =========== See accompanying notes to consolidated financial statements. Page 3 EAGLE BANCORP, INC. Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 1995 1995 Cash flows from operating activities: Net income .......................................... $ 207,084 $ 225,699 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses ......... 34,263 31,652 Depreciation ............................... 79,611 63,348 Stock Compensation Expense ................. 1,125 0 Amortization and (accretion), net .......... (9,556) (7,144) Accretion of deferred loan fees ............ (14,208) (13,385) Loan fees .................................. 29,167 53,315 Amortization of organizational cost ........ 4.895 8,924 Securities losses .......................... 4,766 4,531 (Increase) decrease in other assets ........ (95,353) 15,294 Increase (decrease) in other liabilities ............................ (56,109) (21,178) ----------- ----------- Net cash provided by operating activities ..... 185,685 361,056 ----------- ----------- Cash flows from investing activities: Increase in loans, net ..................... (2,678,861) (3,848,393) Proceeds from: maturities of investment securities held to maturity .................. 1,300,000 1,000,000 sales of investment securities available for sale ................ 500,000 2,200,000 maturities of interest earning deposits in financial institutions ......... 0 500,000 Purchase of investment securities investment in interest-earning deposits in financial institutions ......... 0 (500,000) available for sale .................... (1,333,651) (2,111,908) held to maturity ...................... (1,658,532) 0 Purchase of premises and equipment ......... (24,219) (58,693) ----------- ----------- Net cash used in investing activities ............... (3,895,263) (2,818,994) ----------- ----------- Page 4 Consolidated Statements of Cash Flows (Cont) Six months ended June 30, 1996 1995 Cash flows from financing activities: Increase in deposits Net ............ 3,082,145 2,264,803 Increase (decrease) in federal funds purchased .......... (700,000) 0 Other borrowings .................... 577,750 0 Cash dividend ....................... (215,689) 0 ----------- ----------- Net cash provided by financing activities ................. 2,744,206 2,264,803 ----------- ----------- Net decrease in cash and cash equivalents ........... ( 965,372) ( 143,307) Cash and cash equivalents at beginning of period .................. 3,576,465 2,609,517 ----------- ----------- Cash and cash equivalents at end of period ..................... $ 2,611,093 $ 2,466,210 =========== =========== Supplemental disclosures of cash paid during the period for: Interest ............................ $ 1,085,248 $ 727,717 Income taxes ........................ $ 189,333 $ 95,456 See accompanying notes to consolidated financial statements. Page 5 EAGLE BANCORP, INC. AND SUBSIDIARY NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Basis of Presentation The unaudited consolidated financial statements include the accounts of Eagle Bancorp, Inc. ("the Company") and its wholly owned subsidiary, Eagle Bank and Trust. The accompanying unaudited consolidated financial statements do not include all information and notes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. All adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to a fair statement of the financial position and results of operations for the periods covered by this report have been included. Page 6 Item 2. Management's Discussion and Analysis or Plan of Operations GENERAL The following is a discussion of the Company's financial condition at June 30, 1996 compared to December 31, 1995, and the results of its operations for the three and six month periods ended June 30, 1996 compared to the comparable periods ended June 30, 1995. This discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's unaudited consolidated financial statements appearing elsewhere in this report and the Company's 1995 Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission. Eagle Bancorp, Inc. (the "Company") is a one-bank holding company providing a full range of banking services to individual and corporate customers in Bulloch County and surrounding areas through its wholly-owned bank subsidiary, Eagle Bank and Trust (the "Bank"). The Bank operates under a state charter granted by the Georgia Department of Banking and Finance (the "GDBF") and serves its customers from its two banking facility in Statesboro, Georgia. FINANCIAL CONDITION During the first six months of 1996, total assets increased $2,859,377 or approximately 5.4% (10.8% per annum) as compared to amounts at December 31, 1995. This increase was a result of the bank's deposit base increasing by approximately $3,082,145. The Bank's asset mix changed by an increase in loans of $2,678,861 or approximately 7.2% and an increase in investment securities of $1,144,927 when compared to the December 31, 1995 levels. This increase in loans and investments was funded by the increase in deposits. The following is a summary of the Company's deposits by type at June 30, 1996 and December 31, 1995: 6/30/96 12/31/95 Noninterest-bearing demand deposits ... $ 4,650,717 $ 4,253,543 NOW accounts .......................... 6,775,467 6,137,518 Money market accounts ................. 1,992,191 2,096,008 Savings accounts ...................... 2,640,237 2,650,107 Individual retirement accounts ........ 2,854,911 2,762,189 Certificates of deposits of $100,000 or more .............................. 8,093,002 5,953,410 Certificates of deposits of $100,000 or less .............................. 20,958,309 21,029,914 ----------- ----------- Total deposits ............... $47,964,834 $44,882,689 ========== ============ Page 7 FINANCIAL CONDITION (cont) The Company's rate of growth of approximately 5.4% (10.8% per annum) for the first half of 1996 approximates the 5.4% (10.8% per annum) growth that the Company achieved for the first half of 1995. Factors expected to contribute to a continuation of the Company's growth rate include: 1) the current loan and deposit rate environment in the local area and the bank's community evolvement 2) a relatively stable economy in the local area, and 3) management's emphasis on profitability. The Company believes it can continue to achieve growth for 1996 in the 10% range. LIQUIDITY AND INTEREST RATE SENSITIVITY Liquidity management involves the matching of cash flow requirements of customers, those of depositors withdrawing or depositing funds and borrowers needing loans, and the ability of the Company to meet those requirements. Management monitors and maintains appropriate levels of assets and liabilities so maturities of assets are such that adequate funds are provided to meet estimated customer withdrawals and loan fundings. The Company's liquidity position depends primarily upon the liquidity of its assets relative to its needs to respond to short-term demand for funds caused by withdrawals from deposit accounts and loan funding commitments. Primary sources of liquidity are scheduled payments on the Company's loans and interest on and maturities of its investments. The Company may also utilize its cash and due from banks, federal funds sold and investment securities available for sale to meet liquidity requirements. At June 30, 1996, the Company's cash and due from banks equalled $2,501,093, its investment securities available for sale equalled $5,732,075, and its federal funds sold equalled $110,000. All of these assets could be converted to cash on short notice. Subject to certain conditions, the Company also has the ability, on a short-term basis, to purchase federal funds from other financial institutions. Presently, the Company has made arrangements with certain banks for short-term unsecured advances up to $3,500,000 and with the Federal Home Loan Bank, Atlanta, Ga. for a secured credit line of $5,000,000. During the first six months of 1996, the Company had outstanding borrowings of $590,000 on a long-term basis from the Federal Home Loan Bank to match loan funding rates and maturities with loan borrowing rates and maturities. The Company's liquidity position, calculated as cash and due from banks, federal funds sold, and investment securities not pledged divided by deposits, equalled 28.54% as of June 30, 1996 compared to 21.00% as of December 31, 1995. The Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%. Management monitors liquidity daily and is striving to maintain its liquidity ratio between 20% and 30%. Page 8 LIQUIDITY AND INTEREST RATE SENSITIVITY (cont) The Company continues to monitor the percentage of certificates of deposit of $100 thousand and over (jumbo deposits) to total deposits. At June 30, 1996 jumbo deposits equalled 16.9% of total deposits of $47,964,834. At June 30, 1995 jumbo deposits equalled 12.8% of total deposits of $42,967,623. A substantial portion of theses jumbo deposits are with individuals who reside in the Company's primary service area who are either shareholders, organizers, or directors of the Company and whom the Bank has had consistent deposit relations since inception. The relative interest rate sensitivity of the Company's assets and liabilities indicates the extent to which the Company's net interest income may be affected by interest rate movements. The Company's ability to reprice assets and liabilities in the same dollar amounts and at the same time minimizes interest rate risks. One method of measuring the impact of interest rate changes on net income is to measure, in a number of time frames, the interest sensitivity gap, by subtracting interest-sensitive liabilities from interest-sensitive assets, as reflected in the following table. Such interest sensitivity gap represents the risk, or opportunity, in repricing. If more assets than liabilities are repriced at a given time in a rising rate environment, net interest income improves; in a declining rate environment, net interest income deteriorates. Conversely, if more liabilities than assets are repriced while interest rates are rising, net interest income deteriorates; if interest rates are falling, net interest income improves. The Company's strategy in minimizing interest rate risk is to minimize the impact of short term interest rate movements on its net interest income while managing its middle and long-term interest sensitivity gap in light of overall economic trends in interest rates. The following table illustrates the relative sensitivity of the Company to changing interest rates as of June 30, 1996. INTEREST RATE SENSITIVITY TABLE 0-90 days 91-365 day One to Fiv Over five years Current Current Cumulative Current Cumulative Current Cumulative ------- ------- ------- ------- ------------ -------- --------- Interest-sensitive assets: Loans ............................................... 7,544 16,758 24,302 14,581 38,883 1,252 40,135 Investment securities ............................... 750 2,334 3,084 7,094 10,178 0 10,178 Federal Funds sold .................................. 110 0 110 0 110 0 110 ------- ------- ------- ------- ------- ------- ------- Total interest-sensitive assets ................. 8,404 19,092 27,496 21,675 49,171 1.252 50,423 Interest-sensitive liabilities: NOW, money market, and savings accounts .................................. 11,409 0 11,409 0 11,409 0 11,409 Individual retirement accounts and certificates of deposits ............................ 7,267 18,299 25,566 6,339 31,905 0 31,905 Borrowings .......................................... 0 0 0 0 0 578 578 ------- ------- ------- ------- ------- ------- ------- Total interest-sensitive liabilities ................................... 18,676 18,299 36,975 6,339 43,314 578 43,892 ------- ------- ------- ------- ------- ------- ------- Interest-sensitivity gap ............................ (10,272) 793 (9,479) 15,336 5,857 578 6,531 ======= ======= ======= ======= ======= ======= ======= Ratio to total interest sensitive assets ................................. -20.37 1.57 -18.80 30.41 11.61 1.34 12.95 ======= ======= ======= ======= ======= ======= ======= Page 9 LIQUIDITY AND INTEREST RATE SENSITIVITY (cont) Because of continued pressures of rising rates and the Company's net liability sensitive position in the one year horizon at June 30, 1996, the Company believes downward pressures on its net interest margin could have a negative impact on net interest income in 1996. Since all interest rates and yields do not adjust at the same velocity, the interest rate sensitivity gap is only an indicator of the potential effects of interest rate changes on net interest income. CAPITAL RESOURCES The Company continues to maintain a satisfactory level of capital as measured by its total shareholders' equity to total assets ratio of 11.45% at June 30, 1996 as compared to 11.75% at December 31, 1995. Management anticipates the existing capital levels will be adequate to sustain the Company's anticipated growth for the foreseeable future. The Company in October, 1995 completed construction on its first branch facility which is located at 726 Northside Drive, Statesboro, Georgia. The Company's existing investment in the land for the branch facility of $217,000, the Company's capital expenditures related to the new branch facility were $613,000 for a total investment in the new branch of $830,000. The Company does not expect to make any other significant capital expenditures for the remainder of 1996. The Company is not aware of any recommendations by regulatory authorities which, if implemented would have a significant impact on its liquidity, capital resources, or operations except for the recent FDIC reduction in insurance premiums on deposits which has had a favorable impact on the Company's results of operations. The Georgia Department of Banking and Finance requires that State- chartered banks in Georgia maintain a ratio of primary capital, as defined, to total assets of not less than 6%. The Company intends to maintain a satisfactory level of capital necessary to satisfy regulatory requirements and to accommodate expected growth patterns. Page 10 CAPITAL RESOURCES (cont) The following tables compare the Company's and its subsidiary's capital ratios to the minimum capital ratios required to be maintained under applicable regulatory guidelines at June 30, 1996. Eagle Bancorp, Inc. and Subsidiary Required Actual Minimum Excess ----- --------- ------ % Amount % Amount % Amount ----- ----- ---- ----- ---- ----- Tier 1 capital ...................................... 15.88% 6,407 6.00% 2,421 9.88% 3,986 Risk based capital .................................. 17.39% 7,.016 8.00% 3,228 9.39% 3,778 Leverage ratio ...................................... 11.52% 6,407 3.00% 1,669 8.52% 4,738 Eagle Bank and Trust Tier 1 capital ...................................... 13.93% 5,622 6.00% 3.338 7.93% 2,284 Rick based capital .................................. 15.44% 6,231 8.00% 3,228 7.44% 3,003 Leverage ratio ...................................... 10.42% 5,622 3.00% 1,669 7.42% 3,953 Page 11 RESULTS OF OPERATIONS Net Interest Income The Company's net interest income, the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities, is the Company's principal source of income. Interest-earning assets for the Company include loans, federal funds sold, and investment securities. Net interest income for the three month period ended June 30, 1996 equalled $628,563 or 10.05% more than the three month period ending June 30, 1995 of $571,155. The average yield earned on interest-earning assets increased to 9.40% for the three month period ended June 30, 1996 from 8.92% for the similar three month period ended June, 30, 1995 and the average rate paid on interest-bearing liabilities increased to 5.22% for the three month period ended June 30, 1996 from 4.08% for the comparable period ended June 30, 1995. The Company's net interest margin for the three month period ended June 30, 1996 was 4.98% compared to 4.84% for the comparable period ended June 30, 1995. Net interest income for the six month period ended June 30, 1996 equalled $1,268,437 or 10.58% more than the six month period ending June 30, 1995 of $1,147,055. The average yield earned on interest-earning assets increased to 9.60% for the six month period ended June 30, 1996 from 9.14% for the similar period ended June 30, 1995 and the average rate paid on interest-bearing liabilities increased to 5.80% for the six month period ended June 30, 1996 from 4.18% for the six month period ended June 30, 1995. The Company's net interest margin for the six month period ended June 30, 1996 was 5.12% compared to 4.96% for the period ended June 30, 1995. Although management continues to explore methods to improve its net interest margin, there are no assurances that current levels can be maintained due to market interest rate fluctuations and the very competitive local banking environment. Provision for Possible Loan losses The Company provides for possible loan losses based upon information available at the end of each period. By evaluating the adequacy of the allowance for possible loan losses at the end of each period, management maintains the allowance for possible loan losses at a level adequate to provide for losses that can reasonably be anticipated. The level of allowance for possible loan losses is based on management's periodic loan-by-loan evaluation and other analysis of its loan portfolio, as well as its assessment of prevailing and anticipated economic conditions in Southeast Georgia. A substantial portion of the Company's loans are secured by real estate, including real estate and other collateral in Bulloch County and surrounding counties. Accordingly, the ultimate collectibility of a substantial portion of the Company's loan portfolio is susceptible to changes in economic conditions in these market areas. Page 12 RESULTS OF OPERATIONS (cont) The allowance for possible loan losses approximated 1.52% of outstanding loans at June 30, 1996 as compared to 1.52% at December 31, 1995 and 1.50% at June 30, 1995. The allowance increased to $609,000 at June 30, 1996 from $570,000 at December 31, 1995 and $559,300 at June 30, 1995. The allowance relates primarily to the level of the loan portfolio and related credit risks. The provision for the first six months of 1995 was $34,263 compared to $31,652 for the first six months of 1995. The provision for the three months ended June 30, 1996 was $20,735 as compared to $26,652 for the same period ended June 30, 1995. Net recoveries for the six month period ended June 30, 1996 equalled $4,737 compared to net recoveries of $148 for the comparable period in 1995. The following table summarizes nonperforming loans, potential problem loans, and allowance for possible loan losses data as of June 30, 1996 and December 31, 1995. June 30, December 31, 1996 1995 ------- ------- (in thousands) Nonperforming loans (over 90 days past due) .................................................. 36 629 Potential problem loans (internally classified) .................................................. 26 291 Asset Quality Ratios: Nonperforming loans to total loans, net of unearned income ........................................... 0.09% 1.68% Nonperforming loans to total assets ...................................... 0.06% 0.78% Nonperforming loans and potential problem loans to total assets ........................................... 0.11% 2.46% Allowance for possible loan losses to nonperforming loans ................................................... 16.92X 0.91X Allowance for possible loan losses to nonperforming loans and potential problem loans .............................................. 9.82X 0.62X ** Potential problem loans are loans 60 to 89 days past due. The Company's management believes that the allowance for possible loan losses is adequate to cover potential losses in the loan portfolio. Page 13 RESULTS OF OPERATIONS (cont) Noninterest Income Noninterest income, net of securities losses, is primarily comprised of service charges on deposit accounts, which for the six month period ended June 30, 1996 was approximately $210,379 as compared to $193,590 for the comparable period in 1995. Service charges on deposit accounts includes fees on deposit accounts, fees for returned checks and fees for overdraft accounts. Noninterest income, net of securities losses for the three months ended June 30, 1996 was $104,774 compared to $91,617 for the three months ended June 30, 1995. These increases were primarily from service charges on deposit accounts which increase with the overall levels of deposit accounts.. Noninterest Expense Noninterest expenses are composed primarily of salaries and employee benefits, net occupancy and equipment expense, and other operating expense as shown below. The Company experienced other operating expenses of approximately $1,110,029 for the six month period ended June 30, 1996 compared to $940,169 for the comparable period of 1995. The Company experienced other operating expenses of approximately $545,258 for the three months ended June 30, 1996 compared to $479,735 for the three months ended June 30, 1995. Other operating expenses increased approximately 18.07% and 13.66% for the six month and three month periods ended June 30, 1996 as compared to the same periods ended June 30, 1995. A substantial percentage of this increase relates directly to the opening of the full service branch facility in October, 1995, which required the addition of approximately 5 full-time equivalent employees as well as increased occupancy and equipment expense. Substantial components of noninterest expenses are shown below: Other Operating Expenses: Six months ended June 30, 1996 1995 Salaries and employee benefits ..... $554,477 $433,962 Net occupancy and equipment expense 140,297 112,412 Data processing expense ............ 55,185 46,875 Regulatory assessments ............. 7,311 54,107 Insurance expense .................. 14,085 15,925 Stationery and supplies expense ......................... 51,874 28,796 Legal expense ...................... 17,553 12,824 Postage ............................ 28,386 26,247 Accounting and audit fees .......... 26,580 17,020 Advertising and marketing expense .. 31,275 27,822 Amortization of organizational cost ............. 4,895 8,924 ATM interchange expense ............ 13,269 23,971 Directors' fees .................... 23,400 25,500 Dues and subscriptions ............. 12,205 5,629 Business taxes and licenses ........ 18,049 12,171 Correspondent bank services ........ 15,248 14,172 Page 14 RESUTLTS OF OPERATIONS (cont) Income Taxes The Company has recorded income tax expense of $122,674 for the six months ended June 30, 1996 representing an effective tax rate of approximately 37% which compares to an effective tax rate of 38% recorded for the comparable period of 1995. The Company recorded for the three months ended June 30, 1996 income tax expense of $61,805 or 38% as compared to $57,886 or 38% for the same period ended June 30, 1995. Net Income The Company earned net income of $207,084 or approximately 0.23 per share for the six month period ended June 30, 1995. This compares to $225,699 or approximately 0.26 per share for the like period ended June 30, 1995. The Company earned net income of $100,773 or approximately 0.11 per share for the three months ended June 30, 1996. This compares to $131,731 or approximately 0.11 per share for the same period ended June 30, 1995. The decrease in net income is a direct result of the additional expenses (salaries and facilities) incurred in the opening of the branch. Inflation Inflation impacts the growth in total assets in the banking industry and causes a need to increase equity capital at higher than normal rates in order to meet regulatory capital requirements. The Company copes with the effects of inflation through effectively managing its interest rate sensitivity gap position and by periodically reviewing and adjusting the pricing of services to consider current costs. Page 15 Part II. Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None ITEM 4. Submission of matters to a vote of security holders. A) At the Annual Meeting of Shareholders held on May 28, 1996, the following directors were elected to hold office for the coming year: For Againist Abstained T.J. Morris, Jr. 576,444 0 0 W. Dale Parker 576,444 0 0 Erskine Russell 576,444 0 0 Solly Trapnell 576,444 0 0 The following directors will continue their term: Julian B. Hodges, Jr., Paul E. Parker, Robert D. Coston, Betty K. Minick, Paul A. Whitlock, Jr., Lemuel A. Deal, Robert E. Lane, James B. Lanier, Jr., Marcus B. Seligman and Andrew M. Williams, III. (B) At the Annual Meeting of Shareholders held on May 28, 1996, KPMG Peat Marwick, LLP was ratified as the independent auditors for the Company. Votes were cast as follows: For 574,044 Against 300 Abstain 2,550 Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. The following exhibit is attached: Exhibit 11.1 Computation of Earnings per Common Share (b) Reports on Form 8-K No reports on Form 8-K were filed during the period covered by this report. Page 16 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized. EAGLE BANCORP, INC. By:/S/ Andrew M. William, III Andrew M. Williams, III President (Principal Executive Officer) By:/S/ William E. Green William E. Green Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) Date: August 14, 1996 Page 17 Exhibit 11.1 EAGLE BANCORP, INC. AND SUBSIDIARY Computation of Earnings per Common Share (Unaudited) Six months ended June 30, 1996 1995 Primary Net Income ............................................................................ $207,084 $225,699 ========= ========= Shares: Weighted average number of common shares outstanding ................................ 862,845 862,755 Shares issuable from assumed exercise of options and warrants ....................................................................... 17,186 6,313 -------- --------- Weighted average number of common shares and common share equivalents ............................................... 880,031 869,068 ======== ========= Net income per common share and common share equivalent ............................... $ 0.24 $ 0.26 ======== ========= Fully Diluted Net income: ........................................................................... $207,084 $225,699 ======== ========= Shares: Weighted average number of common shares as adjusted per primary computation above ...................................................... 880,031 869,068 Additional shares issuable from assumed exercise of options and warrants computed on a fully diluted basis ....................................................................... 0 0 -------- --------- 880,031 869,068 ======== ========= Net income ............................................................................ $ 0.23 $ 0.26 ======== ========= Page 18 Exhibit 11.1 (cont) EAGLE BANCORP, INC. AND SUBSIDIARY Computation of Earnings per Common Share (Unaudited) Three months ended June 30, 1996 1995 Primary Net Income ............................................ $100,773 $ 93,968 ======== ======== Shares: Weighted average number of common shares outstanding 862,845 862,755 Shares issuable from assumed exercise of options and warrants ....................................... 17,186 6,313 -------- --------- Weighted average number of common shares and common share equivalents ............... 880,031 869,068 ======== ========= Net income per common share and common share equivalent $ 0.11 $ 0.11 ======== ========= Fully Diluted Net income: ........................................... $100,773 $ 93,968 ======== ========= Shares: Weighted average number of common shares as adjusted per primary computation above ...................... 880,031 869,068 Additional shares issuable from assumed exercise of options and warrants computed on a fully diluted basis ....................................... 0 0 -------- --------- 880,031 869,068 ========= ========= Net income ............................................ $ 0.11 $ 0.11 ======== ========= Page 19