SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE PERIOD ENDED SEPTEMBER 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO For the quarter ended Commission file number September 30, 1998 0-19228 EAGLE BANCORP, INC. (Exact name of Registrant as specified in its charter) GEORGIA 58-1860526 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 335 South Main Street, P.O. Box 638 Statesboro, Georgia 30459 (Address of principal executive offices) Registrant's telephone number, including area code: (912) 764-8900 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the close of the period covered by this Report. 907,610 shares of Common Stock, $1 par value per share, were outstanding as of November 10, 1998. EAGLE BANCORP, INC. AND SUBSIDIARY Index Part I. Financial Statements Page No. Item 1. Consolidated Balance Sheets..................................1 Consolidated Statements of Income..........................2-3 Consolidated Statements of Cash Flows.......................4 Notes to Consolidated Financial Statements.................5 Item 2. Management's Discussion and Analysis or Plan of Operations.................................6-14 Part II. Other Information Item 1. Legal Proceedings...........................................15 Item 2. Changes in Securities.......................................15 Item 3. Defaults Upon Senior Securities.............................15 Item 4. Submission of Matters to a Vote of Security Holders..............................15 Item 5. Other Information...........................................15 Item 6. Exhibits and Reports on Form 8-K............................15 Signatures...........................................................16 Part I. Financial Statements Item 1. EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Balance Sheets (Unaudited) ASSETS 9/30/98 12/31/97 Cash and due from banks $ 2,044,964 $ 1,677,651 Federal funds sold 2,930,000 1,280,000 ---------- --------- Total cash and cash equivalents 4,974,964 2,957,651 Investment securities: Available for sale 8,085,488 6,597,422 Held to maturity 3,665,329 4,541,697 ---------- --------- Total Investment Securities 11,750,817 11,139,119 Loans, net of unearned income 51,476,804 49,474,280 Reserve for Loan Loss (732,200) (706,237) --------- --------- Loans, net 50,744,604 48,768,043 Premises and Equipment, net 2,416,200 2,437,122 Other Assets 1,088,159 1,033,491 ---------- --------- TOTAL ASSETS 70,974,744 66,335,426 =========== ========== LIABILITIES: Non-Interest Bearing Deposits 7,257,757 6,175,919 Interest Bearing Deposits 50,595,625 49,491,445 ----------- ----------- Total Deposits 57,853,382 55,667,364 FHLB advances 4,745,901 2,643,507 Accrued expenses and other liabilities 954,893 1,272,136 -------- ---------- Total Liabilities 63,554,176 59,583,007 SHAREHOLDER'S EQUITY: Common Stock, $1 par value 907,610 873,875 Authorized 10,000,000 shares; 907,610 shares issued and outstanding Additional Paid in Capital 5,137,485 4,887,567 Retained Earnings 1,339,654 980,884 Accumulated other Comprehensive income 35,819 10,093 ------- ------- Total Shareholder's Equity 7,420,567 6,752,419 TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 70,974,744 $ 66,335,426 =========== ========== See accompanying notes to consolidated financial statements. Page 1 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Nine Months ended September 30, September 30, 1998 1997 INTEREST INCOME: Loans, including fees $ 3,590,626 $ 3,298,041 Interest on deposits in financial institutions - 1,205 Federal funds sold 33,865 45,452 Investment securities: Taxable 400,914 401,980 Nontaxable 94,272 91,662 ------- ------ Total Interest Income 4,119,677 3,838,342 Interest expense - Deposits 1,873,211 1,774,573 Other Borrowings 158,568 72,030 -------- ------ Total Interest Expense 2,031,779 1,846,603 Net Interest Income 2,087,898 1,991,738 Provision for possible loan losses 34,332 90,000 ------- ------ Net interest income after provision for possible loan losses 2,053,565 1,901,738 NONINTEREST INCOME: Service Charges 269,086 296,904 Referral fees - mortgages 254,034 170,184 Security gains (losses) 913 1,293 Other income 144,237 72,095 -------- ------ Total noninterest income 668,270 540,475 NONINTEREST EXPENSE: Salaries and employee benefits 919,609 840,545 Net occupancy and equipment expense 219,507 231,579 Other operating expense 743,248 667,908 -------- ------- Total noninterest expense 1,882,364 1,740,032 Income before income taxes 839,471 702,182 Income taxes 268,271 245,000 -------- ------- NET INCOME $ 571,200 $ 457,182 ======== ======= Net income per share $ 0.63 $ 0.53 ===== ==== See accompanying notes to consolidated financial statements. Page 2 EAGLE BANCORP, INC. AND SUBSIDIARY Consolidated Statements of Income (Unaudited) Three months ended September 30, September 30, 1998 1997 INTEREST INCOME: Loans, including fees $ 1,228,374 $ 1,190,519 Federal funds sold 16,139 6,560 Investment securities: Taxable 136,385 133,905 Nontaxable 30,043 31,191 ------- ------ Total Interest Income 1,362,175 1,410,941 Interest expense - Deposits 630,095 612,717 Other Borrowings 64,416 43,753 ------- ------ Total Interest Expense 694,511 656,470 Net Interest Income 716,430 705,705 Loan Loss Provision 2,000 49,000 ------ ------ Net Income After Loan Loss Prov. 714,430 656,705 NONINTEREST INCOME: Service Charges 83,835 103,987 Referral fees - mortgages 90,816 77,348 Security gains (losses) - - Other income 51,959 29,722 ------- ------ Total noninterest income 226,609 211,057 NONINTEREST EXPENSE: Salaries and employee benefits 313,377 285,687 Net occupancy and equipment expense 73,101 79,213 Other operating expense 255,270 224,718 -------- ------- Total noninterest expense 641,748 589,618 Income before income taxes 299,292 278,144 Income taxes 96,929 100,278 ------- ------- NET INCOME $ 202,363 $ 177,866 ============ ============== Net income per share $ 0.22 $ 0.21 ===== ==== See accompanying notes to consolidated financial statements Page 3 EAGLE BANCORP, INC. Consolidated Statement of Cash Flows (Unaudited) Nine months ended September 30, 1998 1997 Net Income $ 571,200 $ 457,182 Adjustments to reconcile net income Provisions for possible loan losses 32,332 90,000 Depreciation 110,036 133,434 Securities gains (losses) 913 (1,293) Amortization (accretion), net (6,197) (20,843) Accretion of loan fees - (80,552) Loan fees, net - 46,979 Increase in other assets 30,576 (123,440) Increase (decrease) in other liabilities (317,242) (320,231) Net cash provided by operating activities 421,618 181,236 Cash Flows from investing activities: Decrease in loans, net (2,008,893) (7,871,523) Purchase of investments - AFS (4,204,240) (1,416,432) Purchase of investments - HTM - (1,431,155) Purchase of premises and equipment (89,114) (112,038) Proceeds from certificate of deposits - 1,000,000 Maturities of investments - HTM 800,000 1,020,000 Maturities of investments - AFS 90,000 729,500 Called investments - AFS 900,000 250,000 Called investments - HTM 250,000 - Sale of investments - AFS 1,498,306 - Sale of investments - HTM - 498,652 Net Cash used in investing activities (2,763,941) (7,332,996) Cash Flow From Financing Activities Increase in Deposits, Net 2,186,018 4,029,342 FHLB Advances 2,102,394 1,365,250 Repayment of FHLB advance - (39,005) Proceeds from reverse repurchases - 977,000 Cash dividends (212,429) - Options Exercised 283,652 - Federal funds purchased - 1,380,000 Net Cash Provided By Financing Activities 4,359,636 7,712,587 Net Increase (Decrease) in Cash and Cash Equivalents 2,017,313 560,827 Cash And Cash Equivalents At Beginning of Period 2,957,651 3,737,822 Cash And Cash Equivalents At End of Period $ 4,974,964 $ 4,298,649 Supplemental disclosures of cash paid durning period for: Interest $ 2,110,873 $ 1,829,258 Income taxes $ 321,747 $ 196,242 See accompanying notes to consolidated financial statements. Page 4 EAGLE BANCORP, INC. AND SUBSIDIARY NOTE TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Basis of Presentation The unaudited consolidated financial statements include the accounts of Eagle Bancorp, Inc. ("the Company") and its wholly owned subsidiary, Eagle Bank and Trust. The accompanying unaudited consolidated financial statements do not include all information and notes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. All adjustments consisting of normal recurring accruals which, in the opinion of management, are necessary to a fair statement of the financial position and results of operations for the periods covered by this report have been included. (2) Earnings Per Share Earnings per share has been calculated in accordance with the provisions of Statement of Financial Accounting Standards Board. SFAS No. 128 requires presentation of earnings per share on a basic computation and a diluted computation. The basic computation divides net income by only the weighted average number of common shares outstanding for the year and the diluted computation gives effect to all diluted common shares that were outstanding during the year. Earnings per share amounts for the year 1997 have been restated to give effect to the application of this new standard. The following data shows the amounts used in computing earnings per share and the effect on income and the weighted average number of shares of dilutive potential common stock. Three Months ended Nine Months ended September 30, September 30, 1998 1997 1998 1997 Income available to common stockholders: Used in basic earnings per share $ 202,363 $ 177,866 $ 571,200 $ 457,182 ======== ======== ======== ======= Used in diluted earnings per share $ 202,363 $ 177,866 $ 571,200 $ 457,182 ======== ======== ======== ======= Weighted average number of common shares used in basic earnings per share 873,875 862,845 907,610 862,845 Effect of dilutive securities: stock options 51,088 44,118 17,353 44,118 ------- ------- ------- ------ Weighted average number of common and dilutive Potential common shares used in diluted earnings per share 927,963 906,963 927,963 906,963 ======== ======== ======== ======= (3) Merger On June 30, 1998, Eagle Bank and Trust signed an Agreement and Plan of Merger with PAB Bankshares, Inc. PAB Bankshares, Inc. is a multibank holding company for the Park Avenue Bank located in Valdosta, Georgia, Farmers and Merchants Bank in Adel, Georgia, and First Community Bank of Southwest Georgia in Bainbridge, Georgia. This merger would result in PAB Bankshares, Inc. acquiring all of Eagle Bank and Trust's outstanding stock in a business combination accounted for as a pooling of interest. The merger would constitute a tax-free reorganization within the meaning of section 368(a) of the Internal Revenue Code of 1986, as amended (the "code"). Upon consummation of this merger, which is subject to regulatory and shareholder approvals, shareholders of Eagle Bank and Trust would receive one(1) share of stock in PAB Bankshares, Inc. in exchange for each share of Eagle Bancorp, Inc. stock. Page 5 (4) Year 2000 The banking industry relies on the validity of financial information, most of which is generated and maintained by automated data processing systems. Eagle Bancorp, Inc. directors and management have formed a Year 2000 Committee which is charged with administering the phases of awareness, assessment, renovation, validation and implementation which are required to ensure Year 2000 compliance throughout the organization in a timely manner. The year 2000 committee meets on a monthly basis and reports monthly to the Board of Directors of the Bank. All information and environmental systems have been examined by internal and external technical support. The Committee has contacted all vendors and supplies. Approximately 60% of the PC's have been replaced with an additional 30% to be replaced during the first quarter of 1999 the other 10% are already compliant. The committee also contacted all major loan customers. The committee is of the opinion that the cost of becoming Year 2000 compliant in a timely manner will not have a material adverse impact on the operating results or financial condition of the company. (5) Accounting Change Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprensive Income". This statement establishes standards for reporting and display of comprehensive income and its components in the financial statements. Comprehensive income is defined as the change in equity of a business enterprise during the period from transactions and other events and circumstances from nonowner sources. Page 5 (cont'd) Item 2. Management's Discussion and Analysis or Plan of Operations GENERAL The following is a discussion of the Company's financial condition at September 30, 1998 compared to December 31, 1997, and the results of its operations for the three and nine month periods ended September 30, 1998 compared to the comparable periods ended September 30, 1997. This discussion of the Company's financial condition and results of operations should be read in conjunction with the Company's unaudited consolidated financial statements appearing elsewhere in this report and the Company's 1997 Annual Report on Form 10-KSB as filed with the Securities and Exchange Commission. Eagle Bancorp, Inc. (the "Company") is a one-bank holding company providing a full range of banking services to individual and corporate customers in Bulloch County and surrounding areas through its wholly-owned bank subsidiary, Eagle Bank and Trust (the "Bank"). The Bank operates under a state charter granted by the Georgia Department of Banking and Finance (the "GDBF") and serves its customers from its main banking facility in Statesboro, Georgia. Page 6 FINANCIAL CONDITION During the first nine months of 1998, total assets increased $4,639,318 or approximately 7% as compared to amounts at December 31, 1997. This increase was primarily a result of the bank's deposit base increasing by approximately $2,186,018 and other borrowings of $2,102,394. The following is a summary of deposits: DEPOSITS 9/30/98 12/31/97 Noninterest-bearing demand deposits $ 7,257,757 $6,175,919 NOW accounts 8,097,668 6,867,141 Money market accounts 2,443,908 2,137,149 Savings accounts 2,881,874 2,824,983 Individual retirement accounts 3,639,384 3,476,101 Certificates of deposits of $100,000 or more 10,267,189 10,897,602 Certificates of deposits of less than $100,000 23,265,602 23,288,469 -------- ---------- ---------- Total deposits $ 57,853,382 $ 55,667,364 ============ ============ The Company's rate of growth was approximately 7% for the nine months of 1998 as compared to 13% for the same period in 1997. Factors expected to contribute to a continuation in the Company's growth rate include: 1) the current loan demand in the local area and the bank's community activities, 2) a relatively stable economy in the local area, and 3) management's emphasis on profitability. The Company believes it can continue to achieve growth for 1998 in the 7 to 10% range. Page 7 LIQUIDITY AND INTEREST RATE SENSITIVITY Liquidity management involves the matching of cash flow requirements of customers, those of depositors withdrawing or depositing funds and borrowers needing loans, and the ability of the Company to meet those requirements. Management monitors and maintains appropriate levels of assets and liabilities so maturities of assets are such that adequate funds are provided to meet estimated customer withdrawals and loan fundings. The Company's liquidity position depends primarily upon the liquidity of its assets relative to its needs to respond to short-term demand for funds caused by withdrawals from deposit accounts and loan funding commitments. Primary sources of liquidity are scheduled payments on the Company's loans and interest on and maturities of its investments. The Company may also utilize its cash and due from banks, federal funds sold and investment securities available for sale to meet liquidity requirements. At September 30, 1998, the Company's cash and due from banks equaled $4,974,964, its investment securities available for sale equaled $8,085,488. All of these assets could be converted to cash on short notice. Subject to certain conditions, the Company also has the ability, on a short-term basis, to purchase federal funds from other financial institutions. Presently, the Company has made arrangements with certain banks for short-term unsecured advances up to $2,500,000 and with the Federal Home Loan Bank, Atlanta, Ga. for a secured credit line of $7,000,000. As of September 30, 1998 and December 31, 1997, the Company had outstanding borrowings of $4,745,901 and $2,643,507 respectfully, on a long-term basis from the Federal Home Loan Bank to match loan funding rates and maturities with borrowing rates and maturities. The Company's liquidity position, calculated as cash and due from banks, federal funds sold, and investment securities not pledged divided by deposits, equaled 26.10% as of September 30, 1998 compared to 22.87% as of December 31, 1997. The Company's optimum liquidity ratio is 30% with a minimum acceptable ratio of 20%. Management monitors liquidity daily and is striving to maintain its liquidity ratio between 20% and 30%. The Company continues to monitor the percentage of certificates of deposit of $100 thousand and over (jumbo deposits) to total deposits. At September 30, 1998 jumbo deposits equaled 17.75% of total deposits of $57,853,382. At December 31, 1997 jumbo deposits equaled 21.10% of total deposits of $56,005,795. Jumbo deposits are primarily with individuals who reside in the Company's primary service area and to whom the Bank has had consistent deposit relations since inception and county, city and educational funds. The jumbo deposit balances are funds on deposit from various local governmental agencies and are secured by pledged collateral having a fair market value equal to at least 110% of those deposits. The relative interest rate sensitivity of the Company's assets and liabilities indicates the extent to which the Company's net interest income may be affected by interest rate movements. The Company's ability to reprice assets and liabilities in the same dollar amounts and at the same time minimizes interest rate risks. One method of measuring the impact of interest rate changes on net income is to measure, in a number of time frames, the interest sensitivity gap, by subtracting interest-sensitive liabilities from interest-sensitive assets, as reflected in the following table. Such interest sensitivity gap represents the risk, or opportunity, in repricing. If more assets than liabilities are repriced at a given time in a rising rate environment, net interest income improves; in a declining rate environment, net interest income deteriorates. Conversely, if more liabilities than assets are repriced while interest rates are rising, net interest income deteriorates; if interest rates are falling, net interest income improves. The Company's strategy in minimizing interest rate risk is to minimize the impact of short term interest rate movements on its net interest income while managing its middle and long-term interest sensitivity gap in light of overall economic trends in interest rates. The following table illustrates the relative sensitivity of the Company to changing interest rates as of September 30, 1998. Page 8 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 $ 13,877 $ 11,808 $ 25,685 $ 21,882 $ 47,567 $ 2,774 $ 50,341 Investment securities 185 2,864 3,049 6,683 9,732 2,019 11,751 --- ----- ----- ----- ----- ----- ------ Total interest-sensitive assets 14,062 14,672 28,734 28,565 57,299 4,793 62,092 Interest-sensitive liabilities: NOW, money market and savings accounts 13,423 0 13,423 0 13,423 0 13,423 Individual retirement accounts and certificates of deposits 7,320 22,655 29,975 7,197 37,172 0 37,172 Borrowings 50 2,151 2,202 1,807 4,008 738 4,746 -- ----- ----- ----- ----- --- ----- Total interest-sensitive liabilities 20,794 24,806 45,601 9,003 54,604 738 55,342 ------ ------ ------ ----- ------ --- ------ Interest-sensitivity gap $ (6,733) $ (10,134) $ (16,867) $ 19,562 $ 2,695 $ 4,056 $ 6,750 ======== ========= ========= ======== ======= ======= ======= Ratio to total interest sensitive assets -10.84% -16.32% -27.16% 31.50% 4.34% 6.53% 10.87% ===== ===== ===== ===== ==== ==== ===== Since all interest rates and yields do not adjust at the same velocity, the interest rate sensitivity gap is only an indicator of the potential effects of interest rate changes on net interest income. Page 9 CAPITAL RESOURCES The Company continues to maintain a satisfactory level of capital as measured by its total shareholders' equity to total assets ratio of 10.46% at September 30, 1998 as compared to 10.18% at December 31, 1997. Management anticipates the existing capital levels will be adequate to sustain the Company's anticipated growth for the foreseeable future. The Company is not aware of any recommendations by regulatory authorities which, if implemented would have a significant impact on its liquidity, capital resources, or operations. The Georgia Department of Banking and Finance requires that State-chartered banks in Georgia maintain a ratio of primary capital, as defined, to total assets of not less than 6%. The Company intends to maintain a satisfactory level of capital necessary to satisfy regulatory requirements and to accommodate expected growth patterns. The following tables compare the Company's and its subsidiary's capital ratios to the minimum capital ratios required to be maintained under applicable regulatory guidelines at September 30, 1998. Required Actual Minimum Excess -------- ---------- -------- % Amount % Amount % Amount ------ ------ ----- ------- ----- ------ Consolidated Tier 1 capital......... 10.31% 7,313 6.00% 4,256 4.31% 3,057 Risk based capital..... 14.94% 7,961 8.00% 4,262 6.94% 3,699 Leverage ratio......... 10.31% 7,313 3.00% 2,128 7.31% 5,185 Eagle Bank and Trust Tier 1 capital......... 9.97% 7,068 6.00% 4,256 3.97% 2,812 Risk based capital..... 14.52% 7,734 8.00% 4,262 6.52% 3,472 Leverage ratio......... 9.97% 7,068 3.00% 2,128 6.97% 4,940 Page 10 RESULTS OF OPERATIONS Net Interest Income The Company's net interest income, the difference between interest income on interest-earning assets and interest expense on interest-bearing liabilities, is the Company's principal source of income. Interest-earning assets for the Company include loans, federal funds sold and investment securities. The Company's interest-bearing liabilities consist of deposits, secured and/or unsecured borrowings. Net interest income for the three month period ended September 30, 1998 equaled $716,430 or 1.52% more than the three month period ended September 30, 1997. The average yield earned on interest-earning assets was 8.80% for the three month period ended September 30, 1998 compared to 8.93% for the similar period ended September, 30, 1997 and the average rate paid on interest-bearing liabilities was 5.10% for the three month period ended September 30, 1998 compared to 5.00% for the comparable period ended September 30, 1997. The Company's net interest margin for the three month period ended September 30, 1998 was 4.47% compared to 4.63% for the three month period ended September 30, 1997. Net interest income for the nine month period ended September 30, 1998 equaled $2,087,898 or 4.83% more than the nine month period ending September 30, 1997. The average yield earned on interest-earning assets was 8.77% for the nine month period ended September 30, 1998 compared to 8.90% for the similar period ended September 30, 1997 and the average rate paid on interest-bearing liabilities was 5.06% for the nine month period ended September 30, 1998 compared to 4.95% for the nine month period ended September 30, 1997. The Company's net interest margin for the nine month period ended September 30, 1998 was 4.44% compared to 4.60% for the period ended September 30, 1997. Although management continues to explore methods to improve its net interest margin, there are no assurances that current levels can be maintained due to market interest rate fluctuations and the very competitive local banking environment. Provision for Possible Loan losses The Company provides for possible loan losses based upon information available at the end of each period. By evaluating the adequacy of the allowance for possible loan losses at the end of each period, management maintains the allowance for possible loan losses at a level adequate to provide for losses that can reasonably be anticipated. The level of allowance for possible loan losses is based on management's periodic loan-by-loan evaluation and other analysis of its loan portfolio, as well as its assessment of prevailing and anticipated economic conditions in Southeast Georgia. A substantial portion of the Company's loans are secured by real estate, including real estate and other collateral in Bulloch County and surrounding counties. Accordingly, the ultimate collectibility of a substantial portion of the Company's loan portfolio is susceptible to changes in economic conditions in these market areas. The allowance for possible loan losses approximated 1.46% of outstanding loans at September 30, 1998 as compared to 1.43% at December 31, 1997. The allowance increased to $732,200 at September 30, 1998 from $706,237 at December 31, 1997. The change in the allowance relates primarily to the change in the loan portfolio and to related credit risks. The provision for the first nine months of 1998 was $34,332 compared to $90,000 for the first nine months of 1997. This provision is a result of evaluation as describe above of the loan portfolio during the first nine months of 1998 as compared to the first nine months of 1997. Net charge-offs for the nine month period ended September 30, 1998 equaled $8,369 compared to net charge-offs of $33,574 for the comparable period in 1997. Page 11 The following table summarizes nonperforming loans, potential problem loans, and allowance for possible loan losses data as of September 30, 1998 and December 31, 1997. September 30, December 31, 1998 1997 (in thousands) Nonperforming loans (0ver 90 days) 149 48 Potential problem loans (internally classified) 296 399 Asset Quality Ratios: Nonperforming loans to total loans, Net of unearned income 0.30% 0.09% Nonperforming loans to total assets 0.21% 0.07% Nonperforming loans and potential Problem loans to total assets 0.63% 0.67% Allowance for possible loan losses to Nonperforming loans 4.91x 14.71x Allowance for possible loan losses to Nonperforming loans and Potential problem loans 1.64x 1.57x ** Potential problem loans are loans 60 to 89 days past due. The Company's management believes that the allowance for possible loan losses is adequate to cover potential losses in the loan portfolio. Noninterest Income Noninterest income, net of securities gains (losses), primarily comprised of service charges on deposit accounts and mortgage referral fees, for the nine month period ended September 30, 1998 was approximately $668,270 compared to $540,475 for the comparable period in 1997 and represents and increase of approximately 23.64%. Service charges on deposit accounts includes fees on deposit accounts, fees for returned checks and fees for overdraft accounts. Noninterest income from the three months ended September 30, 1998 was $226,609 compared to $211,057 for the three months ended September 30, 1997 and represents and increase of approximately 7.37%. Page 12 Noninterest Expense Noninterest expense is composed primarily of salaries and employee benefits, net occupancy and equipment expense, and noninterest expense as shown below. The Company had noninterest expenses of $ 1,882,364 for the nine month period ended September 30, 1998 compared to $ 1,740,032 for the comparable period of 1997. The Company experienced noninterest expense of approximately $641,748 for the three months ended September 30, 1998 compared to $589,618 for the three months ended September 30, 1997. Other operating expenses increased approximately 8.17% and 8.84% for the nine month and three month periods ended September 30, 1998 as compared to the same periods ended September 30, 1997. Major components of noninterest expenses are shown below: Nine Months ended September 30, 1998 1997 Salaries and employee benefits $ 919,609 $ 840,545 Net occupancy and equipment expense 219,507 231,579 Major Compontents of other operating expenses: Data processing expense 126,782 121,453 Stationery and supplies expense 44,731 50,133 Postage 41,582 47,409 Accounting and audit fees 24,995 28,550 Advertising and marketing expense 51,064 46,752 Directors Fees 84,550 38,100 Other operating expenses 369,544 335,510 -------- ------- Total noninterest expense $ 1,882,364 $ 1,740,032 ========== ========= Page 13 Income Taxes The Company has recorded income tax expense of $268,271 for the first nine months of 1997 representing an effect tax rate of approximately 32% which compares to an effective tax rate of 35% recorded for the comparable period of 1997. The Company recorded for the three months ended September 30, 1998 income tax expense of $96,929 as compared to $100,278 for the same period ended September 30, 1997. Net Income The Company's net income was $202,363 for the three month period ended September 30, 1998 compared to $177,859 for the like period ended September 30, 1997 representing an increase of 13.78%. The Company's net income per share was $0.22 per share for the three month period ended September 30, 1998 compared to $0.21 per share for the comparable period for 1997. The Company's net income was $571,200 or $0.63 per share for the first nine months of 1998 compared to $457,182 or $0.53 per share for the comparable period for 1997 or an increase of approximately 24.94% and 18.87% respectively. Inflation Inflation impacts the growth in total assets in the banking industry and causes a need to increase equity capital at higher than normal rates in order to meet regulatory capital requirements. The Company copes with the effects of inflation through effectively managing its interest rate sensitivity gap position and by periodically reviewing and adjusting the pricing of services to consider current costs. Page 14 Part II. Other Information Item 1. Legal Proceedings. None Item 2. Changes in Securities None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders. None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Financial Data Sheet - Exhibit 27 (b) Reports on Form 8-K No reports on Form 8-K were filed during the period covered by this report. Page 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused the Report to be signed on its behalf by the undersigned, thereunto duly authorized. EAGLE BANCORP, INC. By: /s/ Gary L. Johnson Gary L. Johnson President (Principal Executive Officer) By:/s/ William E. Green William E. Green Assistant Secretary (Principal Financial Officer and Principal Accounting Officer) Date: November 15, 1998 Page 16