10QSB 1 0001.txt FORM 10QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB (MARK ONE) ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2000 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------- ------- Commission File Number 0-25923 EAGLE BANCORP, INC (Exact name of registrant as specified in its charter) Maryland 52-2061461 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7815 Woodmont Avenue, Bethesda, Maryland 20814 (Address of principal executive offices) (Zip Code) (301) 986-1800 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) 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 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 issuer's classes of common stock, as of the latest practical date. As of August 7, 2000, the registrant had 2,062,474 shares of Common Stock outstanding. Item 1 - Financial Statements EAGLE BANCORP, INC. CONSOLIDATED BALANCE SHEETS June 30, 2000 AND DECEMBER 31, 1999 ASSETS
June 30, December 31, 2000 1999 ----------------- ----------------- Cash and due from banks $ 7,179,429 $ 3,831,763 Interest bearing deposits with other banks 200,000 - Federal funds sold - 6,099,872 Investment securities available for sale 42,041,677 36,598,346 Loans (net of allowance for credit losses of $806,537 and $579,037) 82,818,210 63,276,158 Premises and equipment, net 2,704,302 2,684,605 Other assets 1,237,062 727,575 ----------------- ----------------- TOTAL ASSETS $ 136,180,680 $ 113,218,319 ----------------- ----------------- LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES: Deposits: Noninterest-bearing demand $ 20,048,555 $ 16,240,731 Interest-bearing transaction accounts 15,627,460 11,990,458 Savings and money market 39,581,674 40,252,998 Time, $100,000 or more 27,924,887 13,094,189 Other time 9,758,047 9,412,671 ----------------- ----------------- Total deposits 112,940,623 90,991,047 Customer repurchase agreements 7,941,507 7,982,910 Other short term borrowings 600,000 275,000 Other liabilities 555,483 294,543 ----------------- ----------------- Total liabilities 122,037,613 99,543,500 ----------------- ----------------- STOCKHOLDERS' EQUITY: Common stock, $.01 par value; 5,000,000 authorized, 2,062,474 and 1,650,000 issued and outstanding 20,625 16,500 Surplus 16,479,375 16,483,500 Accumulated deficit (2,004,794) (2,412,453) Accumulated other comprehensive income (loss) (352,139) (412,728) ----------------- ----------------- Total stockholders' equity 14,143,067 13,674,819 ----------------- ----------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 136,180,680 $ 113,218,319 ----------------- -----------------
See notes to consolidated financial statements 2 EAGLE BANCORP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2000 and 1999 Three Months Three Months
Six Months Ended Six Months Ended Three Months Ended Three Months Ended June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999 ------------------ ----------------- ------------------ ------------------ INTEREST INCOME: Interest and fees on loans $ 3,229,366 $ 1,171,031 $ 1,787,359 $ 702,735 Taxable interest and dividends on investment securities 1,174,159 731,557 625,681 352,597 Interest on federal funds and other interest 183,175 144,624 74,511 69,697 ------------------ ----------------- ------------------ ------------------ Total interest income 4,586,700 2,047,212 2,487,551 1,125,029 ------------------ ----------------- ------------------ ------------------ INTEREST EXPENSE: Interest on deposits 1,702,663 722,795 947,364 362,579 Interest on customer repurchase agreements 182,978 100,888 82,146 68,000 Interest on short-term borrowings 2,002 3,730 1,272 2,553 ------------------ ----------------- ------------------ ------------------ Total interest expense 1,887,643 827,413 1,030,782 433,132 ------------------ ----------------- ------------------ ------------------ NET INTEREST INCOME 2,699,057 1,219,799 1,456,769 691,597 PROVISION FOR CREDIT LOSSES 277,500 186,700 104,500 120,700 ------------------ ----------------- ------------------ ------------------ NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 2,471,557 1,033,099 1,352,269 570,897 ------------------ ----------------- ------------------ ------------------ NONINTEREST INCOME: Service charges on deposit accounts 148,777 57,225 103,842 33,922 Other income 44,210 24,873 13,388 12,556 ------------------ ----------------- ------------------ ------------------ Total noninterest income 192,987 82,098 117,230 46,478 ------------------ ----------------- ------------------ ------------------ NONINTEREST EXPENSES: Salaries and employee benefits 1,153,949 952,024 566,953 476,852 Premises and equipment expenses 418,858 345,558 222,236 182,992 Advertising 43,764 49,070 23,368 24,011 Office supplies 40,084 31,213 22,225 17,006 Outside data processing 112,686 62,263 67,798 37,746 Loss on sale of investment securities 65,632 - 65,632 - Other expenses 421,912 335,424 221,166 177,804 ------------------ ----------------- ------------------ ------------------ Total noninterest expenses 2,256,885 1,775,552 1,189,378 916,411 ------------------ ----------------- ------------------ ------------------ NET INCOME (LOSS) BEFORE INCOME TAX BENEFIT 407,659 (660,355) 280,121 (299,036) INCOME TAX BENEFIT - - - - ------------------ ----------------- ------------------ ------------------ NET INCOME (LOSS) $ 407,659 $ (660,355) $ 280,121 $ (299,036) ================== ================= ================== ================== INCOME (LOSS) PER SHARE: Basic $ 0.20 $ (0.32) $ 0.14 $ (0.14) Diluted $ 0.20 $ (0.32) $ 0.14 $ (0.14)
See notes to consolidated financial statements 3 EAGLE BANCORP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2000 and 1999
June 30, 2000 June 30, 1999 ----------------- ----------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 407,659 $ (660,355) Adjustments to reconcile net income (loss) to net cash used by operating activities: Provision for credit losses 227,500 186,700 Depreciation and amortization 162,168 136,857 - - Increase in other assets (509,487) (308,365) Increase in other liabilities 260,940 89,443 ----------------- ----------------- Net cash provided (used) by operating activities 548,780 (555,720) ----------------- ----------------- CASH FLOWS FROM INVESTING ACTIVITIES: Interest bearing deposits with other banks $ (200,000) - Purchases of available for sale investment securities (47,350,458) (41,642,782) Proceeds from maturities of available for sale securities 41,967,716 37,109,540 Decrease in federal funds sold 6,099,872 396,648 Net increase in loans (19,769,552) (18,451,486) Bank premises and equipment acquired (181,865) (313,870) ----------------- ----------------- Net cash (used) by investing activities (19,434,287) (22,901,950) ----------------- ----------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in deposits 21,949,576 18,606,362 (Decrease) increase in customer repurchase (41,403) 6,733,978 Increase in federal funds purchase and other 325,000 100,000 ----------------- ----------------- Net cash provided by financing activities 22,233,173 25,440,340 ----------------- ----------------- NET INCREASE IN CASH 3,347,666 1,982,670 CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD 3,831,763 1,292,006 ----------------- ----------------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 7,179,429 $ 3,274,676 ----------------- -----------------
See notes to consolidated financial statements 4 EAGLE BANCORP, INC CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDING JUNE 30, 2000 AND 1999
Accumulated Other Total Common Accumulated Comprehensive Stockholders' Stock Surplus Deficit Income Equity ----------------------------------------------------------------------- Balances at January 1, 1999 $ 16,500 $ 16,483,500 $(1,561,660) $ 11,155 $14,949,495 Net Loss 361,619 (361,619) Other comprehensive income- Unrealized loss on investment Securities available for sale (72,071) (72,071) ----------- Total other comprehensive loss (433,690) -------- ------------ ----------- --------- ----------- Balances at June 30, 1999 $ 16,500 $ 16,483,500 $(1,923,279) $ (60,916) $13,782,491 -------- ------------ ----------- --------- ----------- Balances at January 1, 2000 $16,500 $16,483,500 $(2,412,453) $(412,728) $13,674,819 ----------- Net Income 407,659 407,659 Other comprehensive income-Unrealized gain on investment securities available for sale 60,589 60,589 ----------- Total other comprehensive income 468,248 Five for four stock split effected in the form of a 25% stock dividend 4,125 (4,125) -------- ------------ ----------- --------- ----------- Balances at June 30, 2000 $20,625 $16,479,375 $(2,004,794) $(352,139) $14,143,067 -------- ------------ ----------- --------- -----------
5 EAGLE BANCORP, INC. NOTES TO FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION General - The financial statements of Eagle Bancorp, Inc. (the "Company") included herein are unaudited; however, they reflect all adjustments consisting only of normal recurring accruals that, in the opinion of Management, are necessary to present fairly the results for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operation for the six months ended June 30, 2000 are not necessarily indicative of the results of operations to be expected for the remainder of the year. 2. NATURE OF BUSINESS The Company, through its bank subsidiary, provides domestic financial services primarily in Montgomery County, Maryland. The primary financial services include real estate, commercial and consumer lending, as well as traditional demand deposits and savings products. 3. INVESTMENT SECURITIES Amortized cost and estimated market value of securities available - for - sale are summarized as follows:
June 30, 2000 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---- ----- ------ ----- U. S. Treasury securities $ 1,499,355 $ -- $ (4,035) $ 1,495,320 U. S. Government Agency securities 40,292,925 29,549 (365,644) 39,956,830 Federal Reserve Bank and Federal Home Loan Bank stock 329,150 329,150 Other equity investments 272,386 42,024 54,033 260,377 ------------ ------------ ------------- ------------ $ 42,393,816 $ 71,573 $ (423,712) $ 42,041,677 ============ ============ ============= ============ December 30, 1999 Gross Gross Estimated Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---- ----- ------ ----- U. S. Treasury securities $ 1,498,308 $ -- $ (3,933) $ 1,494,375 U. S. Government Agency securities 34,970,060 -- (403,304) 34,566,756 Federal Reserve Bank stock 271,100 -- -- 271,100 Other equity investments 271,606 43,546 49,037 266,115 ------------ ------------ ------------ ------------ $ 37,011,074 $ 43,546 $ (358,200) $ 36,598,346 ============ ============ ============= ============
6 4. INCOME TAXES The Company uses the liability method of accounting for income taxes as required by SFAS No. 109, "Accounting for Income Taxes." Under the liability method, deferred-tax assets and liabilities are determined based on differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities (i.e., temporary differences) and are measured at the enacted rates that will be in effect when these differences reverse. Deferred income taxes will be recognized when it is deemed more likely than not that the benefits of such deferred income taxes will be realized; accordingly, no deferred income taxes or income tax benefits have been recorded by the Company. 5. EARNINGS Earnings per common share are computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, including any potential dilutive common shares outstanding, such as options and warrants. Earnings per share have been restated to reflect a 25% stock dividend distributed March 31, 2000. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This discussion and analysis provides an overview of the financial condition and results of operations of Eagle Bancorp, Inc. ("Company") and EagleBank ("Bank") for the six months ended June 30, 2000 and June 30, 1999. Forward Looking Statements. This discussion contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. These statements are based upon current and anticipated economic conditions, nationally and in the Company's market, interest rates and interest rate policy, competitive factors and other conditions which, by their nature, are not susceptible to accurate forecast, and are subject to significant uncertainty. Because of these uncertainties and the assumptions on which this discussion and the forward looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward looking statement. The Company does not undertake to update any forward looking statement to reflect occurrences or events, which may not have been anticipated as of the date of such statements. GENERAL Eagle Bancorp, Inc. was incorporated under the general corporation laws of the State of Maryland, on October 28, 1997, and is headquartered in Bethesda, Maryland. The Company was formed to be the registered bank holding company for EagleBank; its Maryland chartered commercial bank subsidiary. On July 20, 1998, having received the required approvals from the State of Maryland and Federal Reserve System and been accepted for deposit insurance by the FDIC, EagleBank opened its first office in Rockville, Maryland and the Company became a bank holding company. The Company initially capitalized the Bank with $7.75 million. Since its opening, the Bank has established two branches in Silver Spring and its main office in Bethesda. At June 30, 2000, the Company had made total capital contributions to the Bank of $14.75 million. The Company monitors the Bank's growth and plans to make additional contributions to the Bank's capital at such times, as it deems necessary in order to maintain the Bank's capital at appropriate levels. These contributions are from proceeds of the Company's original offering which have been retained at the Company. In view of strong growth at the Bank, discussed in this analysis, the Company made a capital contribution in June sufficient to allow the Bank to maintain adequate capital levels and to accommodate reasonable levels of anticipated further growth. FINANCIAL CONDITION As of June 30, 2000, assets were $136.2 million and deposits and customer repurchase agreements were $120.9 million, an increase from year end 1999 of 20.3% and 14.1% respectively. Management is pleased with the growth experienced during the six months and the fact that it represents core growth from a cross section of businesses targeted by the Bank. While the Bank does not rely on or solicit brokered deposits, regulatory rules require that $16 million of deposits at June 30, 2000 and $15 million of deposits at December 31,1999 be classified as brokered deposits. The source of these funds is a customer well known and with ties to the Bank and management considers the relationship to be a core deposit relationship. Loans increased $19.8 million for the six months as compared to year end 1999. This represents an increase of 30.9% for the period. Management is pleased with the continued growth in the loan portfolio and the quality of loans it has been able to consider. At June 30, 2000, the Bank had federal funds purchased of $600 thousand, in addition to $7.9 million in customer repurchase agreements. The purchase of federal funds was consistent with the Bank's funds management policy and was for short term funding of loans originated by the Bank. The Bank anticipates the 8 use of federal funds purchased and reverse repurchase agreements for funds management purposes in addition to the sales of securities from the investment portfolio. RESULTS OF OPERATIONS On a consolidated basis the Company recorded net income of $407,659 for the six months ended June 30, 2000, as compared to a loss of $660,355 for the six months ended June 30, 1999. The income for the quarter ended June 30, 2000 was $280,121, as compared to a loss of $299,036 for the quarter ended June 30, 1999. Per share income was $0.20 for the six months and $0.14 for the quarter ended June 30,2000 as compared to per share losses of $0.32 for the six months ended June 30,1999 and $0.14 for the quarter ended June 30,1999. The reported income for the six months is the direct result of strong deposit and loan growth and careful management of the Bank's cost of funds. As noted above, the Company ended the six months with deposits and customer repurchase agreements at $120.9 million and increased lending activity resulted in a net increase in loans, from year end, of $19.8 million. The loan growth in the first six months continued to reflect management's commitment to maintain a high quality portfolio, which returns reasonable market rates. Growth in both deposits and loans were consistent with management's expectations, however, management notes increasing competition for both deposits and loans. The Company and Bank plan to maintain the allowance for credit losses at an adequate level and ended the six months with an allowance of 1.00% of its outstanding loans adjusted for cash and marketable securities secured loans. The Bank has adopted a loan allowance analysis process, which it employs to assist in establishing the level of the allowance. NET INTEREST INCOME Net interest income is the difference between income on assets and the cost of funds supporting those assets. Earning assets are composed primarily of loans and investments; interest bearing deposits and customer repurchase agreements and other borrowings make up the cost of funds. Noninterest bearing deposits and capital are other components representing funding sources. Changes in the volume and mix of assets and funding sources along with the changes in yields earned and rates paid, determine changes in net interest income. The net interest income for the six months ended June 30, 2000, was $2,699,057, as compared to $1,219,799 for the period ended June 30, 1999. This improvement is a result of the growth in earning assets and to a lesser degree the increase in interest rates initiated by the Federal Reserve. Total interest income for the period ended June 30, 2000, was $4,586,700 compared to $2,047,212 for the period ended June 30, 1999. Total interest expense was $1,887,643 for the six months ended June 30, 2000 and $827,413 for the six months ended June 30, 1999. The increase, as with the increase in interest income, reflects an increase in volume, the growth of interest bearing deposits and customer repurchase agreements, and to a lesser degree interest rates paid on deposits. The following average balance, interest yields and rates, and net interest margain table, reflects the improvement in spreads and margin, from the first six months of 1999 to the first six months of 2000, as they were impacted by the growth in earning assets and the change in mix from investments to loans. AVERAGE BALANCES, INTEREST YIELDS, AND RATES, AND NET INTEREST MARGIN SIX MONTHS ENDED JUNE 30,
2000 1999 ---- ---- Average Average Average Average Balance Interest Yield/Rate Balance Interest Yield/Rate ------- -------- ---------- ------- -------- ---------- ASSETS: Interest earnings assets: Loans $ 72,138,275 $3,229,366 9.00% $27,589,437 $1,171,031 8.54% Investment securities 39,384,851 1,174,159 6.00% 28,630,647 731,577 5.14% Federal funds sold and other interest 6,234,829 183,175 5.91% 6,198,037 144,604 4.69% ------------ ---------- ---- ----------- ---------- ---- Total interest earning assets 117,757,955 4,586,700 7.83% 62,418,121 2,047,212 5.67% ------------ ---------- ----------- ---------- Total noninterest earning assets 7,860,269 5,298,647 Less: allowance for credit losses 672,696 230,834 ------------ ----------- Total noninterest earning assets 7,187,573 5,067,813 ------------ ----------- TOTAL ASSETS $124,945,528 $67,485,934 ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY Interest bearing liabilities: NOW accounts 13,872,220 131,304 1.90% 8,386,655 68,776 1.65% Savings and money market accounts 37,936,201 790,110 4.19% 18,566,004 352,310 3.82% Certificates of deposit 31,438,950 781,249 5.00% 12,879,295 301,709 4.71% Customer repurchase agreements 8,988,877 182,978 4.09% 4,921,286 100,888 4.12% Short term borrowings 66,667 2,002 6.04% 128,571 3,730 5.83% ------------ ---------- ---- ----------- ---------- ---- Total ineterest bearing liabilities 92,302,915 1,887,643 4.11% 44,881,811 827,413 3.71% ------------ ---------- ----------- ---------- ---- Non interest bearing liabilities: Non interest bearing deposits 18,164,819 7,283,536 Other liabilities 482,674 281,141 ------------ ------- Total non interest bearing liabilities 18,647,493 7,564,677 --------- Stockholders equity 13,995,120 15,039,446 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $124,945,528 $ 67,485,934 ------------ ------------ Net interest income $2,699,057 $ 1,219,799 ---------- ----------- Net interest spread 3.72% 1.96% Net interest margin 4.61% 3.93%
ALLOWANCE AND PROVISION FOR CREDIT LOSSES The provision for credit losses represents the expense recognized to fund the allowance for credit losses. This amount is based on many factors, which reflect management's assessment of the risk in its loan portfolio. Those factors include economic conditions and trends, the value and adequacy of collateral, volume and mix of the portfolio, performance of the portfolio, and internal loan processes. 9 At June 30, 2000, the allowance for credit losses was 1.00% of outstanding loans excluding loans secured by cash and/or readily marketable securities. The allowance has been established based principally on current economic conditions, perceived asset quality, results of external loan reviews and the Bank's internal allowance analysis process which includes analysis of peer group loss experience. Given these considerations the allowance is believed to be adequate. At June 30, there were no loans past due more than thirty days and no debt had been restructured. For the six months ended June 30, 2000, the Company made a provision for possible credit losses of $277,500. NONINTEREST INCOME Noninterest income primarily represents deposit account service charges and fees and noninterest loan fees. For the six months ended June 30, 2000 noninterest income amounted to $192,987, as compared to $82,098 for the period ended June 30, 1999 the increase is reflective of the overall growth of the Bank and its customer base. Management is continually seeking sources of noninterest income and in late 1999 established a residential construction/permanent loan function, which will generate fees, in addition to interest, as loans are sold. EagleCapital a division of the Bank has been formed to refer commercial real estate loans beyond the abilities of the Bank, to brokers for a fee. This activity is expected to add significantly to noninterest income. NONINTEREST EXPENSE Noninterest expense was $2,256,885 for the six month period ended June 30, 2000 compared to $1,775,552 for the period ended June 30, 1999. Principal among noninterest expenses is emplyment costs which increased from $952,024 for the first six months of 1999 to $1,153,949 for the first six months of 2000. This increase reflects the growth of the Bank as it added one new branch, new support personnel and a new lender Included in June 30, 2000, noninterest expense is a loss on sale of investment securities of $65,632. This loss was planned as management elected to sell certain Bank securities and reinvest the proceeds in higher yielding securities, of equal quality, thereby increasing the overall portfolio yield. This strategy resulted in an increase in portfolio income sufficient to offset the loss by December 31, 2000, and assure higher yields for a period of one to two years beyond that date. Management has made a concentrated effort to budget and monitor noninterest expenses and believes it has established practices to control these expenses while meeting the requirements of an aggressively growing bank. LIQUIDITY Liquidity is a measure of the Bank's ability to meet the demands required for the funding of loans and to meet depositors requirements for use of their funds. The Bank's sources of liquidity are made up of cash balances, due from banks, federal funds sold and short term securities. There are other sources of liquidity which at this time are not relied on by the Bank but as the Bank matures those sources, such as Federal Home Loan Bank advances, will also be considered for liquidity. At June 30, 2000, the Bank's liquidity formula reported $20 million of liquidity in excess of the amount which might be required to meet projected and contingent needs. CAPITAL The following table shows the Company and Bank capital ratios and the corresponding minimum regulatory requirements. As reflected in the table the Company and Bank exceed all capital ratio requirements: Capital ratios and minimum regulatory guidlines at June 30, 2000: Minimum Actual Guidelines ------ ---------- Total Risk-Based Capital: Company 12.75% 8.00% Bank 11.35% 8.00% Tier 1 Risk-Based Capital: Company 11.86% 4.00% Bank 10.70% 4.00% Leverage Ratio Company 11.06% 8.00% Bank 9.93% 8.00% 10 PART II OTHER INFORMATION ITEM 1 LEGAL PROCEEDINGS None. ITEM 2 CHANGES IN SECURITIES Use of Proceeds. On February 9, 1998, the Company's registration statement on Form SB-2 (No. 333-42083) relating to its initial offering of common stock, $.01 par value, was declared effective by the Securities and Exchange Commission, and the offering commenced, on May 13, 1999, the Company's registration statement on Form SB-2 (No. 333-51197), registering an additional 270,000 shares, was declared effective. On June 22, 1998, the offering was terminated. All of the 1,650,000 shares being offered having been sold at the offering price of $10.00 per share. Aggregate expenses of the offering were $100,413, resulting in net proceeds of the offering of $16,399,587. No person or entity underwrote the Company's offering, which was made through the efforts of the Company's organizing directors and executive officers, with the limited assistance of Koonce Securities, Inc. in order to comply with the securities laws of certain of the states in which the shares were offered. Koonce received a fee of $10,000 for its services in connection with the offering, and reimbursement of $1,280 in out of pocket expenses. During the Company's organizational period, certain directors of the Company made advances to the Company which were repaid from the proceeds of the offering, with an aggregate of $5,010 in interest, representing interest at the prime rate, as adjusted on a monthly basis. A portion of the loans was converted, without interest, into payment for subscriptions for common stock in the offering. An aggregate of $14,750,000 has been contributed through June 30, 2000 to the capital of the Bank for use in its lending and investment activities. An aggregate of $3,054,000 has been expended by the Bank in renovation, construction and equipping of its main office and three branch offices. The remaining proceeds of the offering retained by the Company are held in temporary investments pending contribution to the Bank. ITEM 3 DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the May 24, 2000, Annual Meeting of Shareholders the following matters were submitted to a vote and approved: (a) Election of six directors to serve a one year term ending on the next Annual Meeting date: Leonard L. Abel Dudley C. Dworken Eugene F. Ford, Sr. William A. Koier Ronald D. Paul H. L. Ward The named directors constitute the entire board of directors and each was elected at the Annual Meeting. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 (11) Statement Re: Computation of Per Share Earnings (21) Subsidiaries of the Registrant The only subsidiary of the registrant is EagleBank; a Maryland chartered commercial banking company. (27) Financial Data Schedule (b) Reports on Form 8-K None. 12 EXHIBIT INDEX Exhibit No. Description ----------- ----------- (11) Statement Re: Computation of Per Share Earnings (21) Subsidiaries of the Registrant The only subsidiary of the registrant is EagleBank; a Maryland chartered commercial banking company. (27) Financial Data Schedule 13 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EAGLE BANCORP, INC. Date: August 14, 2000 By: /s/ Ronald D. Paul --------------------------------------------- Ronald D. Paul, President Date: August 14, 2000 By: /s/ Wilmer L. Tinley, Jr -------------------------------------------- Wilmer L. Tinley, Senior Vice President, CFO 14