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Eagle Bancorp 10-Q 2008

Table of Contents

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended September 30, 2008

 

OR

 

 

 

o

 

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 or 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 o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

Accelerated filer x

Non-accelerated filer o

Smaller Reporting Company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

Yes o    No x

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of October 28, 2008, the registrant had 12,678,865 shares of Common Stock, $0.01 par value, outstanding.

 

 

 



Table of Contents

 

EAGLE BANCORP, INC.

TABLE OF CONTENTS

 

PART I.

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

Consolidated Balance Sheets as of September 30, 2008 and December 31, 2007

 

 

Consolidated Statements of Operations for the Nine and Three Month Periods Ended September 30, 2008 and 2007

 

Consolidated Statements of Cash Flows for the Nine Month Periods Ended September 30, 2008 and 2007

 

 

Consolidated Statements of Changes in Stockholders’ Equity for the Nine Month Periods Ended September 30, 2008 and 2007

 

Notes to Consolidated Financial Statements

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

Overview

 

 

Results of Operations

 

 

Financial Condition

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

PART II.

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

Item 1A.

Risk Factors

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits

 

 

 

 

SIGNATURES

 

 



Table of Contents

 

Item 1 – Financial Statements

 

EAGLE BANCORP, INC.

Consolidated Balance Sheets

September 30, 2008 and December 31, 2007

(dollars in thousands, except per share data)

 

 

 

September 30,

 

December 31,

 

 

 

2008

 

2007

 

 

 

(unaudited)

 

(audited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

27,452

 

$

15,408

 

Federal funds sold

 

11,668

 

244

 

Interest bearing deposits with banks and other short-term investments

 

6,958

 

4,490

 

Investment securities available for sale, at fair value

 

213,915

 

87,117

 

Loans held for sale

 

2,844

 

2,177

 

Loans

 

1,170,583

 

716,677

 

Less allowance for credit losses

 

(17,119

)

(8,037

)

Loans, net

 

1,153,464

 

708,640

 

Premises and equipment, net

 

9,724

 

6,701

 

Deferred income taxes

 

5,392

 

3,597

 

Bank owned life insurance

 

12,334

 

11,984

 

Other assets

 

13,794

 

6,042

 

TOTAL ASSETS

 

$

1,457,545

 

$

846,400

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing demand

 

$

214,160

 

$

142,477

 

Interest bearing transaction

 

62,177

 

54,090

 

Savings and money market

 

281,215

 

177,081

 

Time, $100,000 or more

 

275,296

 

173,586

 

Other time

 

304,519

 

83,702

 

Total deposits

 

1,137,367

 

630,936

 

Customer repurchase agreements and federal funds purchased

 

104,243

 

76,408

 

Other short-term borrowings

 

15,000

 

22,000

 

Long-term borrowings

 

76,150

 

30,000

 

Other liabilities

 

24,192

 

5,890

 

Total liabilities

 

1,356,952

 

765,234

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Common stock, $0.01 par value; shares authorized 50,000,000, shares issued and outstanding 11,532,844 (2008) and 9,721,315 (2007)

 

115

 

97

 

Additional paid in capital

 

76,643

 

52,290

 

Retained earnings

 

23,223

 

28,195

 

Accumulated other comprehensive income

 

612

 

584

 

Total stockholders’ equity

 

100,593

 

81,166

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,457,545

 

$

846,400

 

 

See notes to consolidated financial statements.

 

2



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Operations

For the Nine and Three Month Periods Ended September 30, 2008 and 2007 (unaudited)

(dollars in thousands, except per share data)

 

 

 

Nine Months

 

Nine Months

 

Three Months

 

Three Months

 

 

 

Ended

 

Ended

 

Ended

 

Ended

 

 

 

September 30, 2008

 

September 30, 2007

 

September 30, 2008

 

September 30, 2007

 

Interest Income

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

41,098

 

$

38,632

 

$

15,274

 

$

13,134

 

Interest and dividends on investment securities

 

3,492

 

3,127

 

1,365

 

988

 

Interest on balances with other banks

 

 

13

 

 

3

 

Interest on federal funds sold

 

163

 

426

 

105

 

230

 

Total interest income

 

44,753

 

42,198

 

16,744

 

14,355

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

 

 

 

 

 

 

 

Interest on deposits

 

13,130

 

14,887

 

4,794

 

5,064

 

Interest on customer repurchase agreements and federal funds purchased

 

1,019

 

1,376

 

324

 

406

 

Interest on other short-term borrowings

 

381

 

309

 

83

 

97

 

Interest on long-term borrowings

 

1,466

 

1,121

 

628

 

450

 

Total interest expense

 

15,996

 

17,693

 

5,829

 

6,017

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income

 

28,757

 

24,505

 

10,915

 

8,338

 

 

 

 

 

 

 

 

 

 

 

Provision for Credit Losses

 

2,529

 

760

 

995

 

421

 

 

 

 

 

 

 

 

 

 

 

Net Interest Income After Provision For Credit Losses

 

26,228

 

23,745

 

9,920

 

7,917

 

 

 

 

 

 

 

 

 

 

 

Noninterest Income

 

 

 

 

 

 

 

 

 

Service charges on deposits

 

1,534

 

1,062

 

621

 

349

 

Gain on sale of loans

 

406

 

816

 

127

 

245

 

Gain on sale of investment securities

 

55

 

7

 

45

 

 

Increase in the cash surrender value of bank owned life insurance

 

350

 

338

 

117

 

118

 

Other income

 

760

 

1,003

 

285

 

320

 

Total noninterest income

 

3,105

 

3,226

 

1,195

 

1,032

 

 

 

 

 

 

 

 

 

 

 

Noninterest Expense

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

11,458

 

10,383

 

4,172

 

3,577

 

Premises and equipment expenses

 

3,563

 

3,649

 

1,380

 

1,186

 

Marketing and advertising

 

320

 

356

 

125

 

134

 

Legal, accounting and professional fees

 

656

 

460

 

248

 

157

 

Other expenses

 

4,313

 

3,605

 

1,645

 

1,119

 

Total noninterest expense

 

20,310

 

18,453

 

7,570

 

6,173

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Tax Expense

 

9,023

 

8,518

 

3,545

 

2,776

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

3,256

 

3,103

 

1,284

 

1,021

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

5,767

 

$

5,415

 

$

2,261

 

$

1,755

 

 

 

 

 

 

 

 

 

 

 

Earnings Per Share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.58

 

$

0.57

 

$

0.22

 

$

0.18

 

Diluted

 

$

0.57

 

$

0.55

 

$

0.21

 

$

0.18

 

Dividends Declared Per Share

 

$

0.12

 

$

0.18

 

$

 

$

0.06

 

 

See notes to consolidated financial statements.

 

3



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Cash Flows

For the Nine Month Periods Ended September 30, 2008 and 2007 (unaudited)

(dollars in thousands, except per share data)

 

 

 

2008

 

2007

 

Cash Flows From Operating Activities:

 

 

 

 

 

Net income

 

$

5,767

 

$

5,415

 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

Provision for credit losses

 

2,529

 

760

 

Depreciation and amortization

 

1,101

 

1,008

 

Gains on sale of loans

 

(406

)

(816

)

Origination of loans held for sale

 

(27,449

)

(43,347

)

Proceeds from sale of loans held for sale

 

27,188

 

44,849

 

Increase in cash surrender value of BOLI

 

(350

)

(338

)

Gain on sale of investment securities

 

(55

)

(7

)

Stock-based compensation expense

 

232

 

178

 

Excess tax benefit from exercise of non-qualified stock options

 

(195

)

(19

)

Increase in other assets

 

(13,381

)

(815

)

Increase in other liabilities

 

17,230

 

3,161

 

Net cash provided by operating activities

 

12,211

 

10,029

 

 

 

 

 

 

 

Cash Flows From Investing Activities:

 

 

 

 

 

(Decrease) increase in interest bearing deposits with other banks and short term investments

 

(2,468

)

275

 

Purchases of available for sale investment securities

 

(62,378

)

(6,202

)

Proceeds from maturities of available for sale securities

 

12,193

 

4,405

 

Proceeds from sale/call of available for sale securities

 

19,925

 

15,806

 

Net increase in loans

 

(96,354

)

(54,421

)

Net cash received in acquisition

 

10,885

 

 

Bank premises and equipment acquired

 

(968

)

(1,004

)

Net cash used in investing activities

 

(119,165

)

(41,141

)

 

 

 

 

 

 

Cash Flows From Financing Activities:

 

 

 

 

 

Increase (decrease) in deposits

 

119,696

 

(13,294

)

Increase in customer repurchase agreements and federal funds purchased

 

(19,490

)

11,680

 

(Decrease) increase in other short-term borrowings

 

(16,100

)

22,000

 

Increase in long-term borrowings

 

46,150

 

 

Issuance of common stock

 

1,149

 

1,129

 

Excess tax benefit from exercise of non-qualified stock options

 

195

 

19

 

Payment of dividends and payment in lieu of fractional shares

 

(1,178

)

(1,719

)

Net cash provided by financing activities

 

130,422

 

19,815

 

 

 

 

 

 

 

Net Increase (Decrease) In Cash And Due From Banks

 

23,468

 

(11,297

)

 

 

 

 

 

 

Cash And Due From Banks At Beginning Of Period

 

15,652

 

28,977

 

 

 

 

 

 

 

Cash and Due from Banks At End Of Period

 

$

39,120

 

$

17,680

 

 

 

 

 

 

 

Supplemental Cash Flows Information:

 

 

 

 

 

Interest paid

 

$

15,802

 

$

17,361

 

Income taxes paid

 

$

4,761

 

$

3,420

 

Stock issued for acquisition of Fidelity

 

$

13,330

 

$

 

 

See notes to consolidated financial statements.

 

4



Table of Contents

 

EAGLE BANCORP, INC.

Consolidated Statements of Changes in Stockholders’ Equity

For the Nine Month Periods Ended September 30, 2008 and 2007 (unaudited)

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

Other

 

Total

 

 

 

Common

 

Additional Paid

 

Retained

 

Comprehensive

 

Stockholders’

 

 

 

Stock

 

in Capital

 

Earnings

 

Income (Loss)

 

Equity

 

Balance, January 1, 2008

 

$

97

 

$

52,290

 

$

28,195

 

$

584

 

$

81,166

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

5,767

 

 

 

5,767

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on securities available for sale (net of taxes)

 

 

 

 

 

 

 

61

 

61

 

Less: reclassification adjustment for gains net of taxes of $22 included in net income

 

 

 

 

 

 

 

(33

)

(33

)

Total Comprehensive Income

 

 

 

 

 

 

 

28

 

5,795

 

Shares issued to effect merger with Fidelity - 1,638,031 shares, net of issuance costs of $96

 

16

 

13,218

 

 

 

 

 

13,234

 

Cash Dividend ($0.12 per share)

 

 

 

 

 

(1,178

)

 

 

(1,178

)

Shares issued under dividend reinvestment plan - 76,246 shares

 

1

 

806

 

 

 

 

 

807

 

10% Stock dividend declaration

 

 

 

9,561

 

(9,561

)

 

 

 

Stock-based compensation

 

 

 

232

 

 

 

 

 

232

 

Exercise of options for 97,252 shares of common stock

 

1

 

341

 

 

 

 

 

342

 

Tax benefit on non-qualified options exercise

 

 

 

195

 

 

 

 

 

195

 

Balance, September 30, 2008

 

$

115

 

$

76,643

 

$

23,223

 

$

612

 

$

100,593

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2007

 

$

95

 

$

50,278

 

$

22,796

 

$

(253

)

$

72,916

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 

 

 

5,415

 

 

 

5,415

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on securities available for sale (net of taxes)

 

 

 

 

 

 

 

132

 

132

 

Less: reclassification adjustment for gains net of taxes of $3 included in net income

 

 

 

 

 

 

 

(4

)

(4

)

Total Comprehensive Income

 

 

 

 

 

 

 

128

 

5,543

 

Cash Dividend ($0.18 per share)

 

 

 

 

 

(1,719

)

 

 

(1,719

)

Stock-based compensation

 

 

 

178

 

 

 

 

 

178

 

Exercise of options for 77,951 shares of common stock

 

1

 

681

 

 

 

 

 

682

 

Shares issued under dividend reinvestment plan - 28,014 shares

 

 

 

447

 

 

 

 

 

447

 

Tax benefit adjustment on non-qualified options exercise

 

 

 

19

 

 

 

 

 

19

 

Balance, September 30, 2007

 

$

96

 

$

51,603

 

$

26,492

 

$

(125

)

$

78,066

 

 

See notes to consolidated financial statements.

 

5



Table of Contents

 

EAGLE BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Nine and Three Months Ended September 30, 2008 and 2007 (unaudited)

 

1. BASIS OF PRESENTATION

 

The consolidated 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. The amounts as of and for the year ended December 31, 2007 were derived from audited consolidated financial statements. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. There have been no significant changes to the Company’s Accounting Policies as disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2007, as amended. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and nine months ended September 30, 2008 are not necessarily indicative of the results of operations to be expected for the remainder of the year, or for any other period. Certain reclassifications have been made to amounts previously reported to conform to the classifications made in 2008.

 

2. NATURE OF OPERATIONS

 

The Company, through EagleBank, its bank subsidiary (the “Bank”), conducts a full service community banking business, primarily in Montgomery County, Maryland and Washington, D.C. The Company recently completed the acquisition of Fidelity & Trust Financial Corporation (“Fidelity”) and Fidelity & Trust Bank (“F&T Bank”). Refer to Note 5 for a full description of this transaction. The primary financial services offered by the Bank include real estate, commercial and consumer lending, as well as traditional deposit and repurchase agreement products. The Bank is also active in the origination and sale of residential mortgage loans and the origination of small business loans. The guaranteed portion of small business loans is typically sold through the Small Business Administration, in a transaction apart from the loan’s origination. The Bank offers its products and services (following completion of the merger) through fifteen banking offices and various electronic capabilities, including remote deposit services introduced in 2006. Eagle Commercial Ventures, LLC (“ECV”), a direct subsidiary of the Company provides subordinated financing for the acquisition, development and construction of real estate projects, where the primary financing is provided by the Bank. Prior to the formation of ECV, the Company engaged directly in occasional subordinated financing transactions, which involve higher levels of risk, together with commensurate returns. Refer to Note 4 - Higher Risk Lending – Revenue Recognition below.

 

3. CASH FLOWS

 

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, and federal funds sold (items with an original maturity of three months or less).

 

4. HIGHER RISK LENDING – REVENUE RECOGNITION

 

The Company has occasionally made higher risk acquisition, development, and construction (ADC) loans that entail higher risks than ADC loans made following normal underwriting practices (“higher risk loan transactions”). These higher risk loan transactions are currently made through the Company’s subsidiary, ECV. This activity is limited as to individual transaction amount and total exposure amounts based on capital levels and is carefully monitored. The loans are carried on the balance sheet at amounts outstanding and meet the loan classification requirements of the Accounting Standard Executive Committee (“AcSEC”) guidance reprinted from the CPA Letter, Special Supplement, dated February 10, 1986 (also referred to as Exhibit 1 to AcSEC Practice Bulletin No. 1). Additional interest earned on these higher risk loan transactions (as defined in the individual loan agreements) is recognized as realized under the provisions contained in AcSEC’s guidance reprinted from the CPA Letter, Special Supplement, dated February 10, 1986 (also referred to as Exhibit 1 to AcSEC Practice Bulletin No.1) and Staff Accounting Bulletin No. 101 (Revenue Recognition in Financial Statements). The additional interest is

 

6



Table of Contents

 

included as a component of noninterest income. The Bank currently has one higher risk lending transaction outstanding as of September 30, 2008 amounting to $1.8 million.

 

5. ACQUISITION

 

Effective August 31, 2008, the Company consummated the acquisition of Fidelity & Trust Financial Corporation (“Fidelity”), pursuant to which its subsidiary, Fidelity & Trust Bank (“F&T Bank”) was merged into the Bank, with the Bank being the surviving entity.

 

The transaction was accounted for as an acquisition by the Company of Fidelity using the purchase method of accounting (SFAS No. 141) and accordingly, the assets and liabilities of Fidelity were recorded at their respective fair values on the date of acquisition. The acquisition added approximately $360 million in loans, $100 million in investments, $385 million in deposits, $70 million in customer repurchase agreements and $13 million in equity capital to the Company. An outstanding loan from the Bank to Fidelity of $12.9 million was paid-off and eliminated in the acquisition transaction. Identified intangibles related to core deposits were recorded for $2.3 million, which is being amortized over a seven year average life and an unidentified intangible (for goodwill) was recorded for approximately $0.4 million. Additionally, in connection with the transaction, the Company recorded a reserve included in Other Liabilities. This reserve which was a price adjustment in the transaction related to potential costs or liabilities, if any, arising out of an outstanding regulatory inquiry regarding Home Mortgage Disclosure Act submitted data of the F&T Mortgage subsidiary of F&T Bank.

 

In accordance with the provision of SFAS No. 141, the income and expenses of Fidelity are included in the consolidated results of operations for periods subsequent to the acquisition only, which for this September 30, 2008 report is the month of September 2008 only.

 

As a result of the acquisition, the Company has aggregate assets of approximately $1.4 billion, and loans and deposits each in excess of $1.1 billion. The bank now has fifteen branches in the Washington, DC metropolitan area, including nine in Montgomery County, Maryland, five in the District of Columbia and one in Fairfax County, Virginia. The Company anticipates closing two branches as a part of the planned integration, both in Montgomery County, Maryland.

 

The acquisition was structured as a stock-for-stock exchange, under which Fidelity’s shareholders received 0.3894 shares of Company common stock for each share of Fidelity common stock owned. The final conversion ratio of 0.3894 (as compared to the initial conversion ratio of 0.9202 contained in the definitive agreement dated December 2, 2007) was based on adjustments (through the date of closing) for certain circumstances set forth in the merger agreement. Based upon the final average closing stock price for the Company of $8.0284 per share and the final conversion ratio through August 31, 2008 of 0.3894 shares, the aggregate value of the transaction was approximately $13.1 million, or $3.13 per share of Fidelity common stock. The Company issued 1,638,031 new shares to the Fidelity shareholders, which amounted to approximately 14% of pro forma shares outstanding. Outstanding stock options of Fidelity amounting to 503,570 shares were exchanged for stock option of the Company in the amount of 196,044 shares. No value was given to these option shares based on the remaining option terms as evaluated under the Black Scholes model.

 

The following unaudited pro forma condensed consolidated financial information reflects the results of operations of the Company for the nine months ended September 30, 2008 and 2007 as if the transaction had occurred at the beginning of the period presented. These pro forma results are not necessarily indicative of what the Company’s results of operations would have been had the acquisition actually taken place at the beginning of each period presented.

 

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Nine Months Ended September 30, 2008

 

(dollars in thousands)

 

Eagle Bancorp, Inc.

 

Fidelity & Trust
Financial Corp.

 

Pro Forma
Adjustments

 

Pro Forma
Consolidated

 

Net interest income

 

$

28,757

 

$

8,869

 

$

1,398

 

$

39,024

 

Net income (loss) from continuing operations

 

5,767

 

(7,512

)

1,129

 

(616

)

Loss from discontinued operations

 

 

(1,494

)

 

(1,494

)

Diluted income (loss) per share from continuing operations

 

0.57

 

(1.79

)

(0.44

)

(0.05

)

Diluted net income (loss) income per share

 

0.57

 

(2.14

)

(0.44

)

(0.18

)

 

 

 

Nine Months Ended September 30, 2007

 

(dollars in thousands)

 

Eagle Bancorp, Inc.

 

Fidelity & Trust
Financial Corp.

 

Pro Forma
Adjustments

 

Pro Forma
Consolidated

 

Net interest income

 

$

24,505

 

$

11,430

 

$

1,398

 

$

37,333

 

Net income from continuing operations

 

5,415

 

1,098

 

1,129

 

7,642

 

Loss from discontinued operations

 

 

(6,779

)

 

(6,779

)

Diluted income (loss) per share from continuing operations

 

0.55

 

0.26

 

(0.44

)

0.66

 

Diluted net income (loss) income per share

 

0.55

 

(1.34

)

(0.44

)

0.08

 

 

6. INVESTMENT SECURITIES

 

Amortized cost and estimated fair value of securities available for sale are summarized as follows:

 

(dollars in thosands)

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

September 30, 2008

 

Cost

 

Gains

 

Losses

 

Value

 

 

 

 

 

 

 

 

 

 

 

U. S. Treasury securities

 

$

44,991

 

$

 

$

86

 

$

44,905

 

U. S. Government agency securities

 

76,075

 

1,004

 

16

 

77,063

 

Mortgage backed securities

 

77,593

 

936

 

61

 

78,468

 

Municipal bonds

 

5,062

 

 

387

 

4,675

 

Federal Reserve and Federal Home Loan Bank stock

 

7,771

 

 

 

7,771

 

Other equity investments

 

1,396

 

 

363

 

1,033

 

 

 

$

212,888

 

$

1,940

 

$

913

 

$

213,915

 

 

 

 

 

 

Gross

 

Gross

 

Estimated

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

December 31, 2007

 

Cost

 

Gains

 

Losses

 

Value

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

50,428

 

$

885

 

$

18

 

$

51,295

 

Mortgage backed securities

 

29,218

 

220

 

135

 

29,303

 

Municipal bonds

 

357

 

 

6

 

351

 

Federal Reserve and Federal Home Loan Bank stock

 

4,870

 

 

 

4,870

 

Other equity investments

 

1,278

 

20

 

 

1,298

 

 

 

$

86,151

 

$

1,125

 

$

159

 

$

87,117

 

 

Gross unrealized losses and fair value by length of time that the individual available securities have been in a continuous unrealized loss position as of September 30, 2008 are as follows:

 

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(dollars in thosands)

 

 

 

Estimated

 

 

 

 

 

Gross

 

 

 

Fair

 

Less than

 

More than

 

Unrealized

 

September 30, 2008

 

Value

 

12 months

 

12 months

 

Losses

 

 

 

 

 

 

 

 

 

 

 

U. S. Treasury securities

 

$

44,905

 

$

86

 

$

 

$

86

 

Mortgage backed securities

 

11,880

 

61

 

 

61

 

U. S. Government agency securities

 

6,694

 

16

 

 

16

 

Municipal bonds

 

4,675

 

387

 

 

387

 

Other equity investments

 

1,033

 

363

 

 

363

 

 

 

$

69,187

 

$

913

 

$

 

$

913

 

 

 

 

Estimated

 

 

 

 

 

Gross

 

 

 

Fair

 

Less than

 

More than

 

Unrealized

 

December 31, 2007

 

Value

 

12 months

 

12 months

 

Losses

 

 

 

 

 

 

 

 

 

 

 

U. S. Government agency securities

 

$

5,982

 

$

 

$

18

 

$

18

 

Mortgage backed securities

 

11,032

 

6

 

129

 

135

 

Municipal bonds

 

351

 

6

 

 

6

 

 

 

$

17,365

 

$

12

 

$

147

 

$

159

 

 

The unrealized losses in the investment portfolio at September 30, 2008 are the result of changes in market interest rates and spread relationships since original purchases. Except for one municipal bond issue which has an underlying rating of AA, all of the remaining bonds are rated AAA. The weighted average duration of debt securities, which comprise 96% of total investment securities, is relatively short at 2.7 years. These factors, coupled with the Company’s ability and intent to hold these investments for a period of time sufficient to allow for any anticipated recovery in fair value, substantiates that the unrealized losses are temporary in nature.

 

7. BORROWINGS

 

On August 11, 2008, the Company entered into a Loan Agreement and related Stock Security Agreement and Promissory Note (the “credit facility”) with United Bank, pursuant to which the Company may borrow, on a revolving basis, up to $20 million for working capital purposes, to finance capital contributions to the Bank and ECV. The credit facility is secured by a first lien on all of the stock of the Bank, and bears interest at a floating rate equal to the Wall Street Journal Prime Rate minus 0.25%. Interest is payable on a monthly basis. The term of the credit facility expires on August 31, 2010. At any time, provided no event of default exists, the Company may term out repayment of the outstanding principal balance of the credit facility over a five year term, based on a ten year straight line amortization.

 

The credit facility contains certain customary representations, warranties, covenants and events of default, including the following financial covenants: (1) maintaining an allowance for loan losses of not less than 55% of nonperforming assets (as calculated in the Loan Agreement); (2) maintaining the Bank’s Tier 1 Capital Leverage Ratio, Total Risk Based Capital Ratio and Tier 1 Risk Based Capital Ratio as “well capitalized”; (3) maintaining the Company’s Tier 1 Capital Leverage Ratio, Total Risk Based Capital Ratio and Tier 1 Risk Based Capital Ratio as “adequately capitalized”“ as defined for purposes of Section 38 of the FDI Act; (4) maintaining the Company’s and Bank’s consolidated nonperforming assets at less than 18% of primary equity capital, as defined; (5) maintaining consolidated net income (exclusive of extraordinary and nonrecurring items) to average total assets for the Company and Bank at not less than 0.50%; and (6) maintaining a ratio of investment in bank subsidiary to consolidated equity less goodwill of not more than 125% as of any fiscal quarter end. Upon the occurrence of any event of default (as defined in the Loan Agreement) which is continuing, Lender shall have the right to declare the amount owed under the credit facility to be immediately due and payable.

 

The Company did not pay a commitment fee in connection with closing of this facility.

 

This new credit facility replaces a prior $15 million line of credit facility which expired in July 2008. At

 

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September 30, 2008, there was $14 million outstanding under this United Bank credit facility.

 

The Company was in compliance with all covenants under this credit facility at September 30, 2008.

 

On August 28, 2008 the Company accepted subscriptions for and sold an aggregate of $12.15 million of subordinated notes (the “Notes”), on a private placement basis, to seven parties, all of whom are directors of the Company or the Bank. The Notes, which qualify as Tier 2 capital for regulatory purposes, to the extent permitted, were issued in connection with an effort to meet regulatory requirements for the consummation of the acquisition of Fidelity. As Tier 2 capital, it is expected that the qualifying capital treatment of the Notes will be phased out during the last 5 years of the Notes’ term, at a rate of 20% of the original principal amount per year.

 

The Notes bear interest, payable on the first day of each month, commencing in October 2008, at a fixed rate of 10.0% per year. The Notes have a term of approximately six years, and have a maturity of September 30, 2014. The Notes are redeemable at the option of the Company, in whole or in part, on any interest payment date at the principal amount thereof, plus interest to the date of redemption.

 

8. INCOME TAXES

 

The Company employs the liability method of accounting for income taxes as required by Statement of Financial Accounting Standards (“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. The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” in the first quarter of 2007. The Company utilizes statutory requirements for its income tax accounting, and avoids risks associated with potentially problematic tax positions that may incur challenge upon audit, where an adverse outcome is more likely than not. Therefore, no provisions are made for either uncertain tax positions nor accompanying potential tax penalties and interest for underpayments of income taxes in the Company’s tax reserves.

 

9. EARNINGS PER SHARE

 

Earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common shares outstanding during the period, including any potential dilutive common shares outstanding, such as stock options. There were 750,615 and 192,696 shares for the nine months ended September 30, 2008 and 2007, respectively, and 782,989 and 199,185 shares for the three months ended September 30, 2008 and 2007, excluded from the diluted net income per share computation because their inclusion would be anti-dilutive.

 

Per share amounts and the number of outstanding shares have not been adjusted to give effect to the 10% stock dividend paid on October 1, 2008. Set forth below are the bases for the computation of earnings per share for the periods shown.

 

 

 

Nine Months Ended

 

Three Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Earnings Per Common Share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.58

 

$

0.57

 

$

0.22

 

$

0.18

 

Average Shares Outstanding

 

10,019,299

 

9,534,401

 

10,438,546

 

9,580,790

 

Diluted

 

$

0.57

 

$

0.55

 

$

0.21

 

$

0.18

 

Average Shares Outstanding (including dilutive effect of stock options)

 

10,145,642

 

9,855,010

 

10,523,723

 

9,838,524

 

 

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Table of Contents

 

10. STOCK-BASED COMPENSATION

 

The Company maintains the 1998 Stock Option Plan (“1998 Plan”) and the 2006 Stock Plan (“2006 Plan”). No additional options may be granted under the 1998 Plan. The 1998 Plan provided for the periodic granting of incentive and non-qualifying options to selected key employees and members of the Board. Option awards were made with an exercise price equal to the market price of the Company’s shares at the date of grant. The option grants generally vested over a period of one to two years under the 1998 Plan.

 

The Company adopted the 2006 Plan upon approval by shareholders at the 2006 Annual Meeting held on May 25, 2006. The Plan provides for the issuance of awards of incentive options, nonqualifying options, restricted stock and stock appreciation rights with respect to up to 650,000 shares. The purpose of the 2006 Plan is to advance the interests of the Company by providing directors and selected employees of the Bank, the Company, and their affiliates with the opportunity to acquire shares of common stock, through awards of options, restricted stock and stock appreciation rights.

 

The Company also maintains the 2004 Employee Stock Purchase Plan (the “ESPP”). Under the ESPP, a total of 253,500 shares of common stock, were reserved for issuance to eligible employees at a price equal to at least 85% of the fair market value of the shares of common stock on the date of grant. Grants each year expire no later than the last business day of January in the calendar year following the year in which the grant is made. No grants have been made under this plan in 2008.

 

The Company believes that awards under all plans better align the interests of its employees and directors with those of its shareholders.

 

In January 2008, the Company awarded options to purchase 79,300 shares to employees and 34,000 shares to certain Directors under the 2006 Plan which have a five-year term and vest in three substantially equal installments on the date of grant, and the first and second anniversaries of the date of grant.

 

In January 2008, the Company awarded options to purchase 46,500 shares to six senior officers under the 2006 Plan which have a ten-year term. Of the total shares awarded, 21,500 vest in three substantially equal installments on the date of grant, and the first and second anniversaries of the date of grant. The remaining 25,000 shares awarded vest over a four-year period beginning on the fifth anniversary date of the grant.

 

In April 2008, the Company awarded options to purchase 1,000 shares to an employee under the 2006 Plan which have a five-year term and vest in three substantially equal installments on the first, second and third anniversaries of the date of grant.

 

On August 31, 2008, in accordance with the definitive agreement with Fidelity, the Company assumed the Fidelity 2004 Long Term Incentive Plan and 2005 Long Term Incentive Plan, and the 503,570 outstanding options to purchase Fidelity common stock were converted into options to acquire 196,044 shares of Company common stock. The options are fully vested and have terms ranging from two to one-hundred-ten months, and exercise prices ranging from $25.69 to $29.54 per share.

 

In September 2008, the Company awarded options to purchase 3,000 shares to an employee under the 2006 Plan which have a five-year term and vest in three substantially equal installments on the date of grant, and the first and second anniversaries of the date of grant.

 

In September 2008, the Company awarded options to certain employees to purchase 32,750 shares under the 2006 Plan which have a five-year term and vest in three substantially equal installments on the date of grant, and the first and second anniversaries of the date of grant.

 

The fair value of each option grant and other equity based award is estimated on the date of grant using the Black-Scholes option pricing model with the assumptions as shown in the table below used for grants during the nine months ended September 30, 2008 and the twelve months ended December 31, 2007 and 2006.

 

Below is a summary of changes in shares under option (split adjusted) for the nine months ended September 30, 2008. The information excludes restricted stock unit awards.

 

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Weighted-Average

 

Weighted-Average

 

Aggregate

 

 

 

 

 

Weighted-Average

 

Remaining

 

Grant Date

 

Intrinsic

 

As of 1/1/2008

 

Stock Options

 

Exercise Price

 

Contractual Life

 

Fair Value

 

Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

752,944

 

$

10.09

 

 

$

3.28

 

 

Vested

 

631,681

 

8.70

 

 

3.15

 

 

Nonvested

 

121,263

 

17.36

 

 

3.92

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period Activity

 

 

 

 

 

 

 

 

 

 

 

Issued

 

392,594

 

$

19.87

 

 

$

1.41

 

 

Exercised

 

97,252

 

3.52

 

 

1.55

 

 

Forfeited

 

12,185

 

14.71

 

 

2.80

 

 

Expired

 

28,837

 

14.26

 

 

3.63

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 9/30/2008

 

 

 

 

 

 

 

 

 

 

 

Outstanding

 

1,007,264

 

$

14.36

 

4.42

 

$

2.71

 

$

738,619

 

Vested

 

781,569

 

14.36

 

4.25

 

2.50

 

731,196

 

Nonvested

 

225,695

 

14.39

 

5.03

 

3.44

 

7,424

 

 

Outstanding:

 

 

 

 

 

 

 

Weighted-Average

 

Range of

 

Stock Options

 

Weighted-Average

 

Remaining

 

Exercise Prices

 

Outstanding

 

Exercise Price

 

Contractual Life

 

$3.25

 -

$8.75

 

253,174

 

$

5.48

 

2.64

 

$8.76

 -

$13.26

 

384,163

 

11.97

 

5.73

 

$13.27

 -

$17.77

 

77,272

 

16.82

 

2.83

 

$17.78

 -

$19.46

 

96,611

 

18.32

 

3.82

 

$19.47

  -

$29.54

 

196,044

 

27.60

 

5.08

 

 

 

1,007,264

 

14.36

 

4.42

 

 

Exercisable:

 

Range of

 

Stock Options

 

Weighted-Average

 

 

 

Exercise Prices

 

Exercisable

 

Exercise Price

 

 

 

$3.25

 -

$8.75

 

231,340

 

$

5.24

 

 

 

$8.76

 -

$13.26

 

271,656

 

11.55

 

 

 

$13.27

 -

$17.77

 

19,982

 

16.75

 

 

 

$17.78

 -

$19.46

 

62,547

 

17.99

 

 

 

$19.47

  -

$29.54

 

196,044

 

27.60

 

 

 

 

 

781,569

 

14.36

 

 

 

 

 

 

Nine Months

 

 

 

 

 

 

 

Ended

 

Year Ended

 

Year Ended

 

Assumptions:

 

September 30, 2008

 

2007

 

2006

 

Expected Volatility

 

23.7% - 78.5%

 

18.5% - 24.4%

 

21.4% - 24.1%

 

Weighted-Average Volatility

 

35.50%

 

20.12%

 

22.62%

 

Expected Dividends

 

0.8%

 

1.4%

 

1.4%

 

Expected Term (In years)

 

0.1 - 9.0

 

3.1 - 4.0

 

0.5 - 3.4

 

Risk-Free Rate

 

2.54%

 

4.73%

 

4.60%

 

Weighted-Average Fair Value (Grant date)

 

$

1.41

 

$

3.18

 

$

4.40

 

 

Total intrinsic value of options exercised:

 

768,695

 

 

Total fair value of shares vested:

 

254,048

 

 

Weighted-average period over which nonvested awards are expected to be recognized:

 

1.53

years

 

 

The expected lives are based on the “simplified” method allowed by SAB No. 107, whereby the expected term is equal to the midpoint between the vesting date and the end of the contractual term of the award.

 

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Included in salaries and employee benefits the Company recognized $106 thousand ($0.01 per share) and $232 thousand ($0.02 per share) in share based compensation expense for the three and nine months ended September 30, 2008 as compared to $49 thousand ($0.01 per share) and $178 thousand ($0.02 per share) for the same periods in 2007. As of September 30, 2008 there was $596 thousand of total unrecognized compensation cost related to non-vested equity awards under the Company’s various share based compensation plans. The $596 thousand of unrecognized compensation expense is being amortized over the remaining requisite service (vesting) periods through 2015.

 

11. NEW ACCOUNTING PRONOUNCEMENTS

 

Recent Accounting Pronouncements Adopted

 

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). This statement provides a single definition of fair value, a framework for measuring fair value, and expanded disclosures concerning fair value. Previously, different definitions of fair value were contained in various accounting pronouncements creating inconsistencies in measurement and disclosures. SFAS 157 applies under those previously issued pronouncements that prescribe fair value as the relevant measure of value, except SFAS 123R and related interpretations and pronouncements that require or permit measurement similar to fair value but are not intended to measure fair value. This pronouncement is effective for fiscal years beginning after November 15, 2007.  The Company adopted SFAS No. 157 as of January 1, 2008 and the adoption did not have a material impact on the consolidated financial statements or results of operations of the Company.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. Statement 159 is effective for fiscal years beginning after November 15, 2007. The Company adopted the provisions of SFAS 159 on January 1, 2008 and the adoption did not have a material impact on the consolidated financial statements or results of operations of the Company.

 

In December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB No. 110”), Certain Assumptions Used in Valuation Methods, which extends the use of the “simplified” method, under certain circumstances, in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123R. Prior to SAB No. 110, SAB No. 107 stated that the simplified method was only available for grants made up to December 31, 2007. The Company continues to use the simplified method in developing an estimate of the expected term of stock options.

 

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS 162”).  This Statement identifies the sources for generally accepted accounting principles (GAAP) in the U.S. and lists the categories in descending order.  An entity should follow the highest category of GAAP applicable for each of its accounting transactions.  The adoption did not have a material effect on the Company’s consolidated financial statements.

 

Accounting Pronouncements Issued But Not Yet Effective

 

In December 2007, the FASB issued SFAS 141(R), “Business Combinations (Revised 2007) (“SFAS 141R”).  SFAS 141R replaces SFAS 141, “Business Combinations,” and applies to all transactions and other events in which one entity obtains control over one or more other businesses. SFAS 141R requires an acquirer, upon initially obtaining control of another entity, to recognize the assets, liabilities and any non-controlling interest in the acquiree at fair value as of the acquisition date. Contingent consideration is required to be recognized and measured at fair value on the date of acquisition rather than at a later date when the amount of that consideration may be determinable beyond a reasonable doubt. This fair value approach replaces the cost-allocation process required under SFAS 141 whereby the cost of an acquisition was allocated to the individual assets acquired and liabilities assumed based on their estimated fair value. SFAS 141R requires acquirers to expense acquisition-related costs as incurred rather than allocating such costs to the assets acquired and liabilities assumed, as was previously the case under SFAS 141. Under SFAS 141R, the requirements of SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities,” would have to be met in order to accrue for a restructuring plan in purchase accounting.

 

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Pre-acquisition contingencies are to be recognized at fair value, unless it is a non-contractual contingency that is not likely to materialize, in which case, nothing should be recognized in purchase accounting and, instead, that contingency would be subject to the probable and estimable recognition criteria of SFAS 5, “Accounting for Contingencies.” SFAS 141R is expected to have a significant impact on the Company’s accounting for business combinations closing on or after January 1, 2009.

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interest in Consolidated Financial Statements, an amendment of ARB Statement No. 51” (“SFAS 160”).  SFAS 160 amends Accounting Research Bulletin (ARB) No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 clarifies that a non-controlling interest in a subsidiary, which is sometimes referred to as minority interest, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the non-controlling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the non-controlling interest. SFAS 160 is effective for the Company on January 1, 2009 and is not expected to have a significant impact on the Company’s financial statements.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”).  SFAS 161 is intended to enhance the current disclosure framework previously required for derivative instruments and hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” to include how and why an entity uses derivative instruments, how derivative instruments and related hedge items are accounted for and their impact on an entity’s financial positions, results of operations, and cash flows.  This standard is effective for fiscal years and interim periods beginning after November 15, 2008, with early adoption encouraged.  While the Company does not currently utilize derivative instruments, it is currently evaluating the impact of this new standard on its financial position, results of operations and cash flows.

 

12. FAIR VALUE MEASUREMENTS

 

SFAS No. 157, Fair Value Measurements, defines fair value, establishes a framework for measuring fair value, establishes a three-level valuation hierarchy for disclosure of fair value measurement and enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follow:

 

Level 1                         Quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2                         Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable;

 

Level 3                         Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

 

Investment Securities Available for Sale

 

Investment securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair value measured using independent pricing models or other model-based valuation techniques such as the present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange such as the New York Stock Exchange, Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage backed securities issued by government sponsored entities, municipal bonds and corporate debt securities. Securities classified as Level 3 include asset-backed securities in less liquid markets.

 

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Loans

 

The Company does not record loans at fair value on a recurring basis, however, from time to time, a loan is considered impaired and an allowance for loan loss is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with SFAS 114, “Accounting by Creditors for Impairment of a Loan,” (SFAS 114). The fair value of impaired loans is estimated using one of several methods, including the collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring a specific allowance represents loans for which the fair value of expected repayments or collateral exceed the recorded investment in such loans. At September 30, 2008, substantially all of the totally impaired loans were evaluated based upon the fair value of the collateral. In accordance with SFAS 157, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company records the loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company records the loan as nonrecurring Level 3.

 

Assets and Liabilities Recorded as Fair Value on a Recurring Basis

 

The table below presents the recorded amount of assets and liabilities measured at fair value on a recurring basis as of September 30, 2008:

 

(dollars in thousands)

 

Carrying Value
(Fair Value)

 

Quoted Prices
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant Other
Unobservable Inputs
(Level 3)

 

Trading Gains and
(Losses)

 

Total Changes in Fair
Values Included in
Period Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities available for sale

 

$

213,915

 

$

815

 

$

212,882

 

$

218

 

$

 

$

 

 

The following table shows a reconciliation of the beginning and ending balances for Level 3 assets:

 

 

 

Three Months Ended
September 30, 2008

 

Nine Months Ended
September 30, 2008

 

Level 3 securites available for sale, beginning of period

 

$

100

 

$

 

Transfers into Level 3

 

118

 

218

 

Unrealized gains (losses) included in other comprehensive income

 

 

 

Level 3 securites available for sale, end of period

 

$

218

 

$

218

 

 

Assets and Liabilities Recorded as Fair Value on a Nonrecurring Basis

 

The Company may be required from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These include assets that are measured at the lower of cost or market that were recognized at fair value below cost at the end of the period. Assets measured at fair value on a nonrecurring basis are included in the table below:

 

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(dollars in thousands)

 

Carrying Value
(Fair Value)

 

Quoted Prices
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant Other
Unobservable Inputs
(Level 3)

 

Trading Gains and
(Losses)

 

Total Changes in Fair
Values Included in
Period Earnings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

20,749

 

$

 

$

18,703

 

$

2,046

 

$

 

$

 

Other real estate owned

 

$

65

 

$

 

$

65

 

$

 

$

 

$

 

 

13.  RELATED PARTIES

 

On August 28, 2008, the Company sold an aggregate of $12.15 million of subordinated notes (the “Notes”), on a private placement basis, to seven parties, all of whom are directors of the Company, its wholly owned subsidiary, EagleBank, Fidelity & Trust Financial Corporation (“Fidelity”) and Fidelity & Trust Bank (“F&T Bank”).

 

Refer to Note 7 for further description of the terms of this subordinated debt.

 

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion provides information about the results of operations, and financial condition, liquidity, and capital resources of the Company and its subsidiaries as of the dates and periods indicated. This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and Notes thereto, appearing elsewhere in this report and the Management Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended.

 

This report 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. In some cases, forward looking statements can be identified by use of such words as “may”, “will”, “anticipate”, “believes”, “expects”, “plans”, “estimates”, “potential”, “continue”, “should”, and similar words or phases.  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 statements.

 

GENERAL

 

The Company is a growth oriented, one-bank holding company headquartered in Bethesda, Maryland. The Company provides general commercial and consumer banking services through its wholly owned banking subsidiary (the “Bank”), a Maryland chartered bank which is a member of the Federal Reserve System. The Company was organized in October 1997, to be the holding company for the Bank. The Bank was organized as an independent, community oriented, full service banking alternative to the super regional financial institutions, which dominate the primary market area. The Company’s philosophy is to provide superior, personalized service to its customers. The Company focuses on relationship banking, providing each customer with a number of services, becoming familiar with and addressing customer needs in a proactive, personalized fashion. The Bank currently has nine offices serving Montgomery County, five offices in the District of Columbia and one office in Fairfax County, Virginia.

 

The Company offers a broad range of commercial banking services to its business and professional clients as well as full service consumer banking services to individuals living and/or working primarily in the service area. The Company emphasizes providing commercial banking services to sole proprietors, small and medium-sized businesses, partnerships, corporations, non-profit organizations and associations, and investors living and working in and near the primary service area. A full range of retail banking services are offered to accommodate the individual

 

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needs of both corporate customers as well as the community the Company serves. These services include the usual deposit functions of commercial banks, including business and personal checking accounts, “NOW” accounts and money market and savings accounts, business, construction, and commercial loans, equipment leasing, residential mortgages and consumer loans and cash management services. The Company has developed significant expertise and commitment as an SBA lender, has been designated a Preferred Lender by the Small Business Administration (“SBA”), and is a leading community bank SBA lender in the Washington D.C. district.

 

ACQUISITION COMPLETED

 

Eagle Bancorp, Inc. (the “Company”) recently completed the acquisition of Fidelity & Trust Financial Corporation (“Fidelity”) and Fidelity & Trust Bank (“F&T Bank”) which added approximately $360 million in loans, $100 million in investments, $385 million in deposits, $70 million in customer repurchase agreements and $13 million in equity capital. Fidelity operated six branches in Montgomery County, Maryland, Washington, D.C. and Fairfax County, Virginia which became branches of the Bank.  Refer to “Note 5 Acquisition” in the Notes to Consolidated Financial Statements for a description and further information on this transaction.

 

CRITICAL ACCOUNTING POLICIES

 

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and follow general practices within the banking industry. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions and judgments are based on information available as of the date of the consolidated financial statements; accordingly, as this information changes, the consolidated financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for investment securities available for sale are based either on quoted market prices or are provided by other third-party sources, when available.

 

The allowance for credit losses is an estimate of the losses that may be sustained in our loan portfolio. The allowance is based on two principles of accounting: (a) Statement on Financial Accounting Standards (“SFAS”) No. 5, “Accounting for Contingencies”, which requires that losses be accrued when they are probable of occurring and are estimable and (b) SFAS No. 114, “Accounting by Creditors for Impairment of a Loan” (“SFAS 114”), which requires that losses be accrued when it is probable that the Company will not collect all principal and interest payments according to the contractual terms of the loan. The loss, if any, can be determined by the difference between the loan balance and the value of collateral, the present value of expected future cash flows, or values observable in the secondary markets.

 

Three components comprise our allowance for credit losses: a specific allowance, a formula allowance and a nonspecific or environmental factors allowance. Each component is determined based on estimates that can and do change when actual events occur.

 

The specific allowance allocates a reserve to identified impaired loans. Loans identified in the risk rating evaluation as substandard, doubtful and loss, (classified loans) are segregated from non-classified loans.  Classified loans are assigned specific reserves based on an impairment analysis. Under SFAS 114, a loan for which reserves are individually allocated may show deficiencies in the borrower’s overall financial condition, payment record, support available from financial guarantors and or the fair market value of collateral. When a loan is identified as impaired, a specific reserve is established based on the Company’s assessment of the loss that may be associated with the individual loan.

 

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The formula allowance is used to estimate the loss on internally risk rated loans, exclusive of those identified as requiring specific reserves. The portfolio of unimpaired loans is stratified by loan type and risk assessment.  Allowance factors relate to the type of loan and level of the internal risk rating, with loans exhibiting higher risk and loss experience receiving a higher allowance factor and portfolio composition.

 

The environmental allowance is also used to estimate the loss associated with pools of non-classified loans.  These unclassified loans are also stratified by loan type, and environmental allowance factors are assigned by management based upon a number of conditions, including delinquencies, loss history, changes in lending policy and procedures, changes in business and economic conditions, changes in the nature and volume of the portfolio, management expertise, concentrations within the portfolio, quality of internal and external loan review systems, competition, and legal and regulatory requirements.

 

The allowance captures losses inherent in the portfolio which have not yet been recognized.  Allowance factors and the overall size of the allowance may change from period to period based upon management’s assessment of the above described factors, the relative weights given to each factor, and portfolio composition.

 

Management has significant discretion in making the judgments inherent in the determination of the provision and allowance for credit losses, including, in connection with the valuation of collateral, a borrower’s prospects of repayment, and in establishing allowance factors on the formula allowance and environmental allowance components of the allowance. The establishment of allowance factors involves a continuing evaluation, based on management’s ongoing assessment of the global factors discussed above and their impact on the portfolio. The allowance factors may change from period to period, resulting in an increase or decrease in the amount of the provision or allowance, based upon the same volume and classification of loans. Changes in allowance factors can have a direct impact on the amount of the provision, and a related after tax effect on net income. Errors in management’s perception and assessment of the global factors and their impact on the portfolio could result in the allowance not being adequate to cover losses in the portfolio, and may result in additional provisions or charge-offs.  Alternatively, errors in management’s perception and assessment of the global factors and their impact on the portfolio could result in the allowance being in excess of amounts necessary to cover losses in the portfolio, and may result in lower provision in the future. For additional information regarding the allowance for credit losses, refer to the discussion under the caption “Allowance for Credit Losses” below.

 

The Company follows the provisions of SFAS No. 123R, “Share-Based Payment”, which requires the expense recognition for the fair value of share based compensation awards, such as stock options, restricted stock units, and performance based shares and the like.  This standard allows management to establish modeling assumptions as to expected stock price volatility, option terms, forfeiture rates and dividend rates which directly impact estimated fair value. The accounting standard also allows for the use of alternative option pricing models which may impact fair value as determined. The Company’s practice is to utilize reasonable and supportable assumptions which are reviewed with the appropriate Board Committee.

 

RESULTS OF OPERATIONS

 

Summary

 

The following discussion of the results of operations includes the results of operation of Fidelity acquired as of August 31, 2008 for the month of September 2008 only.

 

The Company reported net income of $5.8 million for the nine months ended September 30, 2008, as compared to net income of $5.4 million for the nine months ended September 30, 2007, an increase of 7%. Income per basic share was $0.58 for the nine month period ended September 30, 2008, as compared to $0.57 for the same period in 2007. Income per diluted share was $0.57 for the nine months ended September 30, 2008, as compared to $0.55 for the same period in 2007.

 

For the three months ended September 30, 2008, the Company reported net income of $2.3 million as compared to $1.8 million for the same period in 2007, an increase of 29%. Income per basic share was $0.22 for the three months ended September 30, 2008, as compared to $0.18 per basic share for the same period in 2007. Income

 

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per diluted share was $0.21 for the three months ended September 30, 2008, as compared to $0.18 for the same period in 2007, an increase of 17%.

 

The Company had an annualized return on average assets of 0.81% and an annualized return on average equity of 8.95% for the first nine months of 2008, as compared to returns on average assets and average equity of 0.92% and 9.57%, respectively, for the same nine months of 2007.

 

For the three months ended September 30, 2008, the Company had an annualized return on average assets of 0.82% and an annualized return on average equity of 9.97%, as compared to an annualized return on average assets of 0.87% and annualized return on average equity of 8.99% for the same period in 2007.

 

For the nine months ended September 30, 2008, net interest income showed an increase of 17% as compared to the same period in 2007 on growth in average earning assets of 23%. For the nine months ended September 30, 2008 as compared to the same period in 2007, the Company experienced a decline in its net interest margin from 4.40% to 4.20% or 20 basis points. This change was primarily due to the lower levels of benefits from noninterest sources of funding in a lower interest rate environment. Additionally, a small portion of the decline was due to lower margins on the assets and liabilities acquired from Fidelity as of August 31, 2008.

 

For the three months ended September 30, 2008, net interest income showed an increase of 31% as compared to the same period in 2007 on growth in average earning assets of 39%. For the three months ended September 30, 2008 as compared to the same period in 2007, the Company experienced a decline in its net interest margin from 4.34% to 4.11% or 23 basis points. The decrease for the three months ended September 30, 2008 is due to the same reason stated above for the decline in the margin for the nine months ended September 30, 2008.

 

For the nine month periods ended September 30, 2008 and 2007, average interest bearing liabilities funding average earning assets was 78%. Additionally, while the average rate on earning assets for the nine month period ended September 30, 2008, as compared to 2007 has declined by 104 basis points from 7.58% to 6.54%, the cost of interest bearing liabilities has decreased by 115 basis points from 4.15% to 3.00%, resulting in an increase in the net interest spread of 11 basis points from 3.43% for the nine months ended September 30, 2007 to 3.54% for the nine months ended September 30, 2008. The 20 basis point decline in the net interest margin compares to an increase in the net interest spread as the benefit of average noninterest sources funding earning assets declined from 96 basis points for the nine months ended September 30, 2007 to 66 basis points for the nine months ended September 30, 2008. This decline was due to the significantly lower level of interest rates during the nine months ended September 30, 2008 as compared to 2007.

 

For the three month periods ended September 30, 2008 and 2007, average interest bearing liabilities funding average earning assets was 79%.  Additionally, while the average rate on earning assets for the three months ended September 30, 2007, as compared to 2008 has declined by 117 basis points from 7.47% to 6.30%, the cost of interest bearing liabilities has decreased by 131 basis points from 4.09% to 2.78%, resulting in an increase in the net interest spread of 14 basis points from 3.38% for the quarter ended September 30, 2007 to 3.52% for the three months ended September 30, 2008. The net interest margin decreased 23 basis points from 4.34% for the three months ended September 30, 2007 to 4.11% for the three months ended September 30, 2007 and compares to an increase in the net interest spread as the benefit of average noninterest sources funding earning assets declined from 96 basis points for the three months ended September 30, 2007 to 59 basis points for the three months ended September 30, 2008, also due to the significantly lower level of interest rates in 2008 as compared to 2007.

 

Due to