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, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO For the quarter ended Commission file number June 30, 1997 0-19228 EAGLE BANCORP, INC. (Exact name of Registrant as specified in its charter) GEORGIA 58-1860526 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 335 South Main Street, P.O. Box 638 Statesboro, Georgia 30458 (Address of principal executive offices) Registrant's telephone number, including area code: (912) 764-8900 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate the number of shares outstanding of each of the 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, 1997. 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...............4,5 Note to Consolidated Financial Statements...........6 Item 2. Management's Discussion and Analysis or Plan of Operations..........................7 to 16 Part II. Other Information Item 1. Legal Proceedings....................................17 Item 2. Changes in Securities................................17 Item 3. Defaults Upon Senior Securities......................17 Item 4. Submission of Matters to a Vote of Security Holders........................17 Item 5. Other Information....................................17 Item 6. Exhibits and Reports on Form 8-K.....................17 Signatures.............................................................18 Part I. Financial Statements Item 1. EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) Assets 06/30/97 12/31/96 Cash & Due From Banks ............................ 2,119,986 2,237,822 Federal Funds Sold ............................... 0 1,500,000 Interest-earning deposits in other banks ......... 0 1,000,000 Invetment securities: Available for sale ............................. 6,600,664 6,898,784 Held to maturity ............................... 4,539,578 3,790,335 --------- --------- Total investment securities ...................... 11,140,242 10,689,119 Loans , net of unearned income ................... 48,281,904 42,638,858 Reserve for Loan Loss ............................ 671,297 639,500 ------- ------- Loans, net ................................... 47,610,607 41,999,358 Premises and equipment, net ...................... 2,493,173 2,474,386 Other Assets ..................................... 1,081,301 829,308 --------- ------- 64,445,309 60,729,993 ========== ========== Liabilities and Shareholder's Equity Liabilities: Deposits: Noninterest-bearning deposits ............... 5,711,489 5,184,539 Interest-bearning deposits ................... 48,917,736 47,280,321 ---------- ---------- Total Deposits .......... 54,629,225 52,464,860 Borrowings ...................................... 1,518,750 748,250 Reserse repurchaes agreements ................... 983,000 Accrued expenses and other liabilitties .......... 771,545 1,257,832 ------- --------- Total Liabilities ............................. 57,902,520 54,470,942 SHAREHOLDER'S EQUITY Common Stock, $1 par value, Authorized ........... 862,845 862,845 10,000,000 shares; 862,845 shares issued and outstanding Additiona paid-in capital ........................ 4,821,527 4,821,527 Retained earnings ................................ 865,898 586,583 Net unrealized holding losses on investment securities available for sale .................. (7,481) (11,904) Total share Holders' equity .... 6,542,789 6,259,051 --------- --------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY ...... 64,445,309 60,729,993 ========== ========== See accompanying notes to consolidated financial statements. Page 1 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three months ended June 30, 1997 1996 ---- ---- Interest Income: Loans, including fees 1,091,198 993,095 Interest on deposits in financial institutions .... 0 0 Federal funds sold 3,311 11,751 Investment securities: taxable 141,688 122,936 nontaxable 31,516 21,041 ------ ------ Total interest income 1,267,714 1,148,823 Interest Expense: Deposits 583,489 548,955 Other Borrowings 19,088 9,790 Total Interest Expense 602,577 558,745 ------- ------- Net interest income 665,137 590,078 Provision for possible loan losses 35,000 20,735 ------ ------ Net interest income after provision for possible loan losses 630,137 569,343 Noninterest income: Service Charges 104,221 91,893 Referral Fees - Mortgages 21,267 38,485 Security gains 1,293 -- Other 42,209 8,115 ------ ----- Total NonInterest Income 168,989 138,493 Noninterest expense: Salaries and employee benefits 274,697 269,776 Net occupancy and equipment expense 77,596 68,951 Other operating expense 220,277 206,531 ------- ------- Total noninterest expenses 572,571 545,258 Income before income taxes 226,555 162,578 Income Taxes 75,622 61,805 ------ ------ Net income 150,933 100,773 ======= ======= Net income per share 0.17 0.12 ==== ==== See accompanying notes to consolidated financial statements. Page 2 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Six months ended June 30, 1997 1996 Interest Income: Loans, including fees .................... 2,107,522 1,954,386 Interest on deposits in financial institutions ........................... 1,205 0 Federal funds sold 38,892 29,124 Investment securities: taxable 268,076 235,871 nontaxable 60,471 40,535 ------ ------ Total interest income 2,476,166 2,259,916 Interest Expense: Deposits 1,161,856 1,097,684 Other Borrowings 28,277 11,209 ------ ------ Total Interest Expense 1,190,133 1,108,893 --------- --------- Net interest income 1,286,033 1,151,023 Provision for possible loan losses 41,000 34,263 ------ ------ Net interest income after provision for possible loan losses 1,245,033 1,116,760 Noninterest income: Service Charges 192,916 178,796 Referral Fees - Mortgages 92,836 117,413 Security gains 1,293 (4,766) Other 42,373 31,583 ------ ------ Total NonInterest Income 329,418 323,026 Noninterest expense: Salaries and employee benefits 554,858 554,477 Net occupancy and equipment expense 152,366 140,297 Other operating expense 443,190 415,255 ------- ------- Total noninterest expenses 1,150,414 1,110,029 Income before income taxes 424,038 329,757 Income Taxes 144,722 122,674 ------- ------- Net income 279,316 207,083 ======= ======= Net income per share 0.32 0.24 ==== ==== See accompanying notes to consolidated financial statements. Page 3 EAGLE BANCORP, INC. Consolidated Statements of Cash Flows (Unaudited) Six months ended June 30, 1997 1996 ---- ---- Cash Flows from operating activities: Net income ......................................... 279,315 207,084 Adjustments to reconcile net income to net cash provided by operating activities: Provision for possible loan losses ............ 41,000 34,263 Depreciation .................................. 87,028 79,611 Stock compensation expense .................... -- 1,125 Amortization and (accretion), net ............. 5,954 (9,556) Accretion of deferred loan fees ............... (60,625) (14,208) Loan fees ..................................... 19,625 29,167 Amortization of organizational cost ........... -- 4,895 Securities gains .............................. 4,500 4,766 Securities losses ............................. (3,206) -- (Increase) decrease in other assets ............ (259,080) (95,353) Increase (decrease) in other liabilities ...... (54,864) (56,109) Net cash provided by operating ............ 59,647 185,685 activities Cash flows from investing activities: Increase in loans, net ........................ (5,611,249) (2,678,861) Proceeds from: maturities/called of investment securities held to maturitiy .................... 998,652 1,300,000 sales/called/maturities of investment securities: available for sale ................... 1,297,641 500,000 maturities of interest earning deposits in financial institutions ............ 1,000,000 0 Purchase of investment securities: available for sale ....................... (1,495,259) (1,333,651) held to maturity ......................... (1,247,895) (1,658,532) Purchase of premises and equipment ............ (105,815) (24,219) Net cash used in investing activities .................... (5,163,925) (3,895,263) See accompanying notes to consolidated financial statements. Page 4 EAGLE BANCORP, INC. Consolidated Statements of Cash Flows (Unaudited) (continued) Six months ended June 30, 1997 1996 ---- ---- Cash flows from financing activities: Increase in deposits, net ................... 2,164,365 3,082,145 Increase (decrease) in federal funds purchased ................ (200,000) (700,000) Proceeds from reverse repurchase ............ 983,000 Repayment of Federal Home Loan advances ..... (14,750) Federal Home Loan Bank advances ............. 985,250 577,750 Cash dividend ............................... (431,423) (215,689) -------- -------- Net cash provided by financing ......... 3,486,442 2,744,206 activities Net decrease in cash and cash equivalents .................. (1,617,836) (965,372) ---------- -------- Cash and cash equivalents at beginning of period ......................... 3,737,822 3,576,465 Cash and cash equivalents at end of period ............................ 2,119,986 2,611,093 ========= ========= Supplemental disclosures of cash paid during period for: Interest ............................... $ 1,441,740 $ 1,085,248 =========== =========== Income taxes ........................... $ 131,942 $ 189,333 =========== =========== 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, 1997 compared to December 31, 1996, and the results of its operations for the three and six month periods ended June 30, 1997 compared to the comparable periods ended June 30, 1996. This discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's unaudited consolidated financial statements appearing elsewhere in this report and the Company's 1996 Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission. Eagle Bancorp, Inc. (the "Company") is a one-bank holding company providing a full range of banking services to individual and corporate customers in Bulloch County and surrounding areas through its wholly-owned bank subsidiary, Eagle Bank and Trust (the "Bank"). The Bank operates under a state charter granted by the Georgia Department of Banking and Finance (the "GDBF") and serves its customers from its two banking facilities in Statesboro, Georgia. FINANCIAL CONDITION During the first six months of 1997, total assets increased $3,715,316 or approximately 6.1% (12.2% per annum) as compared to amounts at December 31, 1996. This increase was a result of the bank's deposit base increasing by approximately $2,164,365 and borrowings increase of $1,753,500. The Bank's asset mix changed primarily by an increase in loans of $5,643,046 or approximately 13.2% when compared to the December 31, 1996 levels. This increase in loans was primarily funded by the increase in deposits and borrowings. The following is a summary of the Company's deposits by type at June 30, 1997 and December 31, 1996: Page 7 DEPOSITS 6/30/97 12/31/96 Noninterest-bearing demand deposits .............. $ 5,711,489 $ 5,184,539 NOW accounts ..................................... 6,938,610 7,420,192 Money market accounts ............................ 2,232,294 3,077,437 Savings accounts ................................. 3,139,319 2,586,187 Individual retirement accounts ................... 3,200,582 2,958,922 Certificates of deposits of $100,000 or more ..... 11,290,836 10,319,613 Certificates of deposits of less than $100,000 ... 22,116,095 20,917,970 ---------- ---------- Total deposits .......................... $54,629,225 $52,464,860 =========== =========== FINANCIAL CONDITION (cont) The Company's rate of growth of approximately 6.1% (12.2% per annum) for the first half of 1997 approximates the 5.4% (10.8% per annum) growth that the Company achieved for the first half of 1996. 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 involvement 2) a relatively stable economy in the local area, and 3) management's emphasis on profitability. The Company believes it can continue to achieve growth for 1997 in the 10% range. 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. Page 8 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, 1997, the Company's cash and due from banks equaled $2,119,986, its investment securities available for sale equaled $6,600,664. All of these assets could be converted to cash on short notice. Subject to certain conditions, the Company also has the ability, on a short-term basis, to purchase federal funds from other financial institutions. Presently, the Company has made arrangements with certain banks for short-term unsecured advances up to $2,500,000 and with the Federal Home Loan Bank, Atlanta, Ga. for a secured credit line of $7,000,000. During the first six months of 1997, the Company had outstanding borrowings of $1,518,750 of a short and long-term basis from the Federal Home Loan Bank to match loan funding rates and maturities with loan borrowing rates and maturities. Securities sold under repurchase agreements are treated as financing activities and are carried at the amounts at which the securities will be subsequently reacquired as specified in the agreements, the amount at June 30, 1997 was $983,000.00. The Company's liquidity position, calculated as cash and due from banks, federal funds sold, and investment securities not pledged divided by deposits, equaled 22.15% as of June 30, 1997 compared to 28.54% as of June 30, 1996. The Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%. Management monitors liquidity daily and is striving to maintain its liquidity ratio between 20% and 30%. The Company continues to monitor the percentage of certificates of deposit of $100 thousand and over (jumbo deposits) to total deposits. At June 30, 1997 jumbo deposits equaled 20.67% of total deposits of $54,629,255. At December 31, 1996 jumbo deposits equaled 19.67% of total deposits of $52,464,860. 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. Page 9 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, 1997. INTEREST RATE SENSITIVITY TABLE 0-90 days 91-365 days One to five years Over five years Current Current Cumulative Current Cumulative Current Cumulative Interest-sensitive assets: Loans .............................. 8,873 18,835 27,708 18,041 45,749 2,533 48,282 Investment securities .............. 100 505 605 9,390 9,995 1,145 11,140 --- --- --- ----- ----- ----- ------ Total interest-sensitive assets 8,973 19,340 28,313 27,431 55,744 3,678 59,422 Interest-sensitive liabilities: NOW, money market and savings accounts .............. 12,310 0 12,310 0 12,310 0 12,310 Individual retirement accounts and certificates of deposits ....... 6,484 22,465 28,949 7,659 36,608 0 36,608 Borrowings .............................. 998 1,045 2,043 236 2,279 223 2,502 --- ----- ----- --- ----- --- ----- Total interest-sensitive liabilities 19,792 23,510 43,302 7,895 51,197 223 51,420 ------ ------ ------ ----- ------ --- ------ Interest-sensitivity gap ................ (10,819) (4,170) (14,989) 19,536 4,547 3,455 8,002 ======= ====== ======= ====== ===== ===== ===== Ratio to total interest sensitive assets ................... -18.21% -7.02% -25.22% 32.88% 7.65% 5.81% 13.47% ===== ==== ===== ===== ==== ==== ===== Page 10 LIQUIDITY AND INTEREST RATE SENSITIVITY (cont) Since all interest rates and yields do not adjust at the same velocity, the interest rate sensitivity gap is only an indicator of the potential effects of interest rate changes on net interest income. CAPITAL RESOURCES The Company continues to maintain a satisfactory level of capital as measured by its total shareholders' equity to total assets ratio of 10.15% at June 30, 1997 as compared to 10.31% at December 31, 1996. Management anticipates the existing capital levels will be adequate to sustain the Company's anticipated growth for the foreseeable future. The Company is not aware of any recommendations by regulatory authorities which, if implemented would have a significant impact on its liquidity, capital resources, or operations except for the recent FDIC reduction in insurance premiums on deposits which has had a favorable impact on the Company's results of operations. The Georgia Department of Banking and Finance requires that State- chartered banks in Georgia maintain a ratio of primary capital, as defined, to total assets of not less than 6%. The Company intends to maintain a satisfactory level of capital necessary to satisfy regulatory requirements and to accommodate expected growth patterns. The following tables compare the Company's and its subsidiary's capital ratios to the minimum capital ratios required to be maintained under applicable regulatory guidelines at June 30, 1997. Page 11 Eagle Bancorp, Inc. and Subsidiary Required Actual Minimum Excess ----- --------- ------ % Amount % Amount % Amount ----- ----- ---- ------- --- ------- Risk Based Capital . 14.50% 7,167 6.00% 2,964 8.50% 4,203 Tier 1 Capital ..... 13.26% 6,550 8.00% 3,951 5.26% 2,599 Leverage ratio ..... 10.16% 6,550 3.00% 1,933 7.16% 4,617 Eagle Bank and Trust Risk Based Capital . 14.01% 6,922 6.00% 2,964 8.01% 3,958 Tier 1 Capital ..... 12.76% 6,305 8.00% 3,952 4.76% 2,353 Leverage Ratio ..... 9.79% 6,305 3.00% 1,933 7.42% 4,372 Page 12 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, 1997 equaled $665,137 or 12.71% more than the three month period ending June 30, 1996 of $590,078. The average yield earned on interest-earning assets decreased to 9.02% for the three month period ended June 30, 1997 from 9.09% for the similar three month period ended June, 30, 1996 and the average rate paid on interest-bearing liabilities decreased to 4.95% for the three month period ended June 30, 1997 from 5.22% for the comparable period ended June 30, 1996. The Company's net interest margin for the three month period ended June 30, 1997 was 4.73% compared to 4.67% for the comparable period ended June 30, 1996. Net interest income for the six month period ended June 30, 1997 equalled $1,286,033 or 15.16% more than the six month period ending June 30, 1996 of $1,116,760. The average yield earned on interest-earning assets increased to 9.14% for the six month period ended June 30, 1997 from 8.70% for the similar period ended June 30, 1996 and the average rate paid on interest-bearing liabilities decreased to 4.84% for the six month period ended June 30, 1997 from 5.80% for the six month period ended June 30, 1996. The Company's net interest margin for the six month period ended June 30, 1997 was 4.52% compared to 4.01% for the period ended June 30, 1996. Although management continues to explore methods to improve its net interest margin, there are no assurances that current levels can be maintained due to market interest rate fluctuations and the very competitive local banking environment. Provision for Possible Loan losses The Company provides for possible loan losses based upon information available at the end of each period. By evaluating the adequacy of the allowance for possible loan losses at the end of each period, management maintains the allowance for possible loan losses at a level adequate to provide for losses that can reasonably be anticipated. The level of allowance for possible loan losses is based on management's periodic loan-by-loan evaluation and other analysis of its loan portfolio, as well as its assessment of prevailing and anticipated economic conditions in Southeast Georgia. Page 13 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 1.39% of outstanding loans at June 30, 1997 as compared to 1.50% at December 31, 1996. The allowance increased to $671,297 at June 30, 1997 from $639,500 at December 31, 1996 The allowance relates primarily to the level of the loan portfolio and related credit risks. The provision for the first six months of 1997 was $41,000 compared to $34,263 for the first six months of 1996. The provision for the three months ended June 30, 1997 was $35,000 as compared to $20,735 for the same period ended June 30, 1996. Net chargeoffs for the six month period ended June 30, 1997 equaled $9,203 compared to net recoveries of $4,737 for the comparable period in 1996. Page 13 The following table summarizes nonperforming loans, potential problem loans, and allowance for possible loan losses data as of June 30, 1997 and December 31, 1996. June 30, December 31, 1997 1996 (in thousands) Nonperforming loans (0ver 90 days) .................... 90 123 Potential problem loans (internally classified) ....... 110 611 Asset Quality Ratios: Nonperforming loans to total loans, net of unearned income ........................... 0.19% 0.029% Nonperforming loans to total assets ................... 0.17% 1.43% Nonperforming loans and potential problem loans to total assets .................... 0.31% 1.72% Allowance for possible loan losses to nonperforming loans ............................... 7.45X 5.20X Allowance for possible loan losses to nonperforming loans and potential problem loans .......................... 3.36X .087X ** 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 14 Noninterest Income Noninterest income, net of securities gains, is primarily comprised of service charges on deposit accounts, which for the six month period ended June 30, 1997 was approximately $329,418 as compared to $323,026 for the comparable period in 1996. 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, 1997 was $168,989 compared to $138,493 for the three months ended June 30, 1996. 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 $1,150,414 for the six month period ended June 30, 1997 compared to $1,110,029 for the comparable period of 1996. The Company experienced other operating expenses of approximately $572,571 for the three months ended June 30, 1997 compared to $545,258 for the three months ended June 30, 1996. Other operating expenses increased approximately 3.64% and 5.01% for the six month and three month periods ended June 30, 1997 as compared to the same periods ended June 30, 1996. Other Operating Expenses: Six months ended June 30, 1997 1996 ---- ---- Salaries and$employee be$efits 554,858 554,477 Net occupancy and equipment expense 152,366 140,297 Data processing expense 77,662 55,185 Regulatory assessments 7,721 7,311 Insurance Expense 11,708 14,085 Stationery and supplies expense 33,213 51,874 Legal Expense 17,472 17,553 Postage 29,205 28,387 Accounting and audit fees 19,550 26,580 Advertising and marketing expense 34,242 32,715 ATM expense 13,768 13,269 Directors' fees 23,400 23,400 Dues and subscription 10,845 12,206 Business taxes and licenses 10,832 18,769 Correspondent bank services 13,681 15,248 All other expenses 139,891 98,673 ------- ------ Total NonInterest expense 1,150,414 1,110,029 ========= ========= Page 15 Income Taxes The Company has recorded income tax expense of $144,722 for the six months ended June 30, 1997 representing an effective tax rate of approximately 34% which compares to an effective tax rate of 37% recorded for the comparable period of 1996. The Company recorded for the three months ended June 30, 1997 income tax expense of $75,622 or 33% as compared to $61,805 or 38% for the same period ended June 30, 1996. Net Income The Company earned net income of $279,315 or approximately 0.32 per share for the six month period ended June 30, 1997. This compares to $207,083 or approximately 0.24 per share for the like period ended June 30, 1996. The Company earned net income of $150,933 or approximately 0.17 per share for the three months ended June 30, 1997. This compares to $100,773 or approximately 0.12 per share for the same period ended June 30, 1996. 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 16 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 27, 1997, the following directors were elected to hold office for the coming year: For Robert D. Coston 545,133 J. Bird Hodges, Jr. 544,983 Betty K. Minick 545,133 Paul E. Parker 545,133 Paul A. Whitlock, Jr. 545,133 The following directors will continue their term: T. J. Morris, Jr., W. Dale Parker, Erskine Russell, Solly Trapnell., 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 27, 1997, Tiller, Stewart and Company, was ratified as the independent auditors for the Company. Votes were cast as follows: For 540,783 Against 150 Abstain 7,530 Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Financial Data Schedule (b) Reports on Form 8-K No reports on Form 8-K were filed during the period covered by this report. Page 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized. EAGLE BANCORP, INC. By:/S/ Andrew M. Williams, III Andrew M. Williams, III President (Principal Executive Officer) By:/S/ William E. Green William E. Green Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) Date: August 14, 1997