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First Guaranty Bancshares, Inc. - Quarter Report: 2012 June (Form 10-Q)

fgb10q063012.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarter Ended June 30, 2012
 
Commission File Number 000-52748
 

FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Louisiana
26-0513559
(State or other jurisdiction incorporation or organization)
(I.R.S. Employer Identification Number)
   
400 East Thomas Street
 
Hammond, Louisiana
70401
(Address of principal executive office)
(Zip Code)
   
(985) 345-7685
(Telephone number, including area code)
 
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes x No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o Accelerated filer o   Non-accelerated filer o   Smaller reporting company x
 
 
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
 
As of August 10, 2012 the registrant had 6,293,067 shares of $1 par value common stock outstanding.
 
 

 
Table of Contents
     
   
Page
Part I.
Financial Information
 
     
Item1.
3
     
 
3
     
 
4
     
 
5
     
 
6
     
 
7
     
Item 2.
22
     
Item 3. 33
     
Item 4. 35
     
Part II.
Other Information
35
     
Item 1. 35
     
Item 1A. 35
     
Item 2. 35
   
Signatures
36
 
2

PART I.   FINANCIAL INFORMATION
 
Item 1.   Consolidated Financial
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
 
CONSOLIDATED BALANCE SHEETS (unaudited)
 
   
(in thousands, except share data)
June 30, 2012
 
December 31, 2011
 
Assets
       
Cash and cash equivalents:
       
  Cash and due from banks
$
42,802
 
$
43,810
 
  Interest-earning demand deposits with banks
 
21
   
2
 
  Federal funds sold
 
1,925
   
68,630
 
Cash and cash equivalents
 
44,748
 
 
112,442
 
             
Interest-earning time deposits with banks
 
747
   
-
 
             
Investment securities:
           
  Available for sale, at fair value
 
627,366
 
 
520,497
 
  Held to maturity, at cost (estimated fair value of $33,333 and $113,197, respectively)
 
32,983
   
112,666
 
Investment securities
 
660,349
 
 
633,163
 
             
Federal Home Loan Bank stock, at cost
 
1,087
 
 
643
 
Loans held for sale
 
441
   
-
 
             
Loans, net of unearned income
 
596,570
 
 
573,100
 
Less: allowance for loan losses
 
9,141
   
8,879
 
Net loans
 
587,429
 
 
564,221
 
             
Premises and equipment, net
 
19,694
 
 
19,921
 
Goodwill
 
1,999
   
1,999
 
Intangible assets, net
 
2,608
   
2,811
 
Other real estate, net
 
6,851
   
5,709
 
Accrued interest receivable
 
7,724
   
8,128
 
Other assets
 
30,451
   
 4,829
 
Total Assets
$
1,364,128
 
$
1,353,866
 
             
Liabilities and Stockholders' Equity
           
Deposits:
           
  Noninterest-bearing demand
$
170,665
 
$
167,925
 
  Interest-bearing demand
 
300,527
   
289,408
 
  Savings
 
59,157
   
57,452
 
  Time
 
675,397
   
692,517
 
Total deposits
 
1,205,746
 
 
1,207,302
 
             
Short-term borrowings
 
19,405
 
 
12,223
 
Accrued interest payable
 
3,409
   
3,509
 
Long-term borrowing
 
1,400
   
3,200
 
Other liabilities
 
2,749
   
1,030
 
Total Liabilities
 
1,232,709
 
 
1,227,264
 
             
Stockholders' Equity
           
Preferred stock:
           
Series C - $1,000 par value - authorized 39,435 shares; issued and outstanding 39,435
 
39,435
   
39,435
 
Common stock: ¹
           
$1 par value - authorized 100,600,000 shares; issued 6,294,227
 
6,294
   
6,294
 
Surplus
 
39,387
   
39,387
 
Treasury Stock, at cost, 1,160 and 0 shares, respectively
 
(21
)
 
-
 
Retained earnings
 
40,026
   
37,019
 
Accumulated other comprehensive income
 
6,298
   
4,467
 
Total Stockholders' Equity
 
131,419
 
 
126,602
 
Total Liabilities and Stockholders' Equity
$
1,364,128
 
$
1,353,866
 
See Notes to the Consolidated Financial Statements.
           
¹2011 share amounts have been restated to reflect the ten percent stock dividend paid February 24, 2012 to stockholders of record as of February 17, 2012.
 
3

 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
 
   
 
Six Months Ended June 30,
 
Three Months Ended June 30,
 
(in thousands, except share data)
2012
 
2011
 
2012
 
2011
 
Interest Income:
       
  Loans (including fees)
$
17,634
 
$
16,701
 
$
8,862
 
$
8,240
 
  Loans held for sale
 
1
   
5
   
-
   
4
 
  Deposits with other banks
 
36
   
23
   
21
   
13
 
  Securities (including FHLB stock)
 
10,938
   
9,797
   
5,308
   
5,035
 
  Federal funds sold
 
7
   
9
   
4
   
4
 
Total Interest Income
 
28,616
 
 
26,535
 
 
14,195
 
 
13,296
 
                         
Interest Expense:
                       
  Demand deposits
 
700
 
 
405
   
357
 
 
179
 
  Savings deposits
 
27
   
22
   
13
   
11
 
  Time deposits
 
6,123
   
 7,030
   
2,950
   
3,524
 
  Borrowings
 
73
   
14
   
34
   
7
 
Total Interest Expense
 
6,923
 
 
7,471
 
 
3,354
 
 
3,721
 
                         
Net Interest Income
 
21,693
 
 
19,064
 
 
10,841
 
 
9,575
 
Less: Provision for loan losses
 
2,104
   
3,351
   
904
   
2,887
 
Net Interest Income after Provision for Loan Losses
 
19,589
 
 
15,713
 
 
9,937
 
 
6,688
 
                         
Noninterest Income:
                       
  Service charges, commissions and fees
 
2,385
 
 
2,117
   
1,196
 
 
1,107
 
  Net gains on securities
 
1,483
   
2,217
   
755
   
2,176
 
  Loss on securities impairment
 
-
   
(97
)
 
-
   
-
 
  Net gain (loss) on sale of loans
 
(27
 
95
   
1
   
48
 
  Other
 
810
   
638
   
437
   
350
 
Total Noninterest Income
 
4,651
 
 
4,970
   
2,389
 
 
3,681
 
                         
Noninterest Expense:
                       
  Salaries and employee benefits
 
6,731
 
 
5,983
 
 
3,361
 
 
2,948
 
  Occupancy and equipment expense
 
1,855
   
1,610
   
935
   
797
 
  Other
 
6,541
   
5,730
   
3,581
   
2,943
 
Total Noninterest Expense
 
15,127
 
 
13,323
 
 
7,877
 
 
6,688
 
                         
Income Before Income Taxes
 
9,113
 
 
7,360
 
 
4,449
 
 
3,681
 
Less: Provision for income taxes
 
3,098
   
2,571
   
1,486
   
1,287
 
Net Income
 
6,015
 
 
4,789
 
 
2,963
 
 
2,394
 
Preferred Stock Dividends
 
(986
)
 
(666
 
(502
)
 
(333
)
Income Available to Common Shareholders
$
5,029
 
$
4,123
 
$
2,461
 
$
2,061
 
                         
Per Common Share:1
                       
Earnings
$
0.80
 
$
0.67
 
$
0.39
 
$
0.34
 
Cash dividends paid
$
0.32
 
$
0.29
 
$
0.16
 
$
0.15
 
                         
Average Common Shares Outstanding1
 
6,294,004
   
6,115,608
   
6,293,436
   
6,115,608
 
See Notes to Consolidated Financial Statements
                       
12011 share amounts have been restated to reflect the ten percent stock dividend paid February 24, 2012 to stockholders of record as of February 17, 2012.
 
4

 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (unaudited)
 
   
 
Series A
 
Series B
  Series C                  
Accumulated
     
 
Preferred
 
Preferred
  Preferred  
Common
             
Other
     
 
Stock
 
Stock
  Stock  
Stock
     
Treasury
 
Retained
 
Comprehensive
     
(in thousands, except per share data)
$1,000 Par
 
$1,000 Par
  $1,000 Par  
$1 Par
 
Surplus
 
Stock
 
Earnings
 
Income/(Loss)
 
 Total
 
Balance December 31, 2010
$
19,859
 
$
1,116
 
$
-
 
$
6,116
 
$
36,240
 
$
-
 
$
34,866
 
$
(259
)
$
97,938
 
Net income
 
-
   
-
   
-
   
-
   
-
   
-
   
4,789
   
-
   
4,789
 
Change in unrealized loss on AFS securities, net of reclassification adjustments and taxes
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
744
   
744
 
Comprehensive Income
                                                 
5,533
 
Cash dividends on common stock ($0.29 per share) 
 
-
   
-
   
-
   
-
   
-
   
-
   
(1,779
)
 
-
   
(1,779
)
Preferred stock dividend, amortization and accretion
 
113
   
(11
)
 
-
   
-
   
-
   
-
   
(666
)
 
-
   
(564
)
Balance June 30, 2011 (unaudited)
$
19,972
 
$
1,105
 
$
-
 
$
6,116
 
$
36,240
 
$
-
 
$
37,210
 
$
485
 
$
101,128
 
                                                       
Balance December 31, 2011
$
-
 
$
-
 
$
39,435
 
$
6,294
 
$
39,387
 
$
-
 
$
37,019
 
$
4,467
 
 $
126,602
 
Net Income
 
-
   
-
   
-
   
-
   
-
   
-
   
6,015
   
-
   
6,015
 
Change in unrealized loss on AFS securities, net of reclassification adjustments and taxes
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
1,831
   
1,831
 
Comprehensive Income
                                                 
7,846
 
Cash dividends on common stock ($0.32 per share)
 
-
   
-
   
-
   
-
   
-
   
-
   
  (2,022
)
 
-
   
(2,022
)
Treasury shares purchased, at cost, 1,160 shares
 
-
   
-
   
-
   
-
   
-
   
(21
)
 
-
   
-
   
(21
)
Preferred stock dividend
 
-
   
-
   
-
   
-
   
-
   
-
   
  (986
)
 
-
   
(986
)
Balance June 30, 2012 (unaudited)
$
-
 
$
-
 
$
39,435
 
$
6,294
 
$
39,387
 
$
(21
)
$
40,026
 
$
6,298
 
 $
131,419
 
See Notes to Consolidated Financial Statements
 
5

 
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
     
 
Six months ended June 30,
 
(in thousands)
2012
 
2011
 
Cash Flows From Operating Activities
       
Net income
$
6,015
 
$
4,789
 
Adjustments to reconcile net income to net cash provided by operating activities:
           
Provision for loan losses
 
2,104
   
3,351
 
Depreciation and amortization
 
1,035
   
738
 
Amortization/Accretion of investments
 
864
   
390
 
Gain on calls and sales of securities
 
(1,483
)
 
(2,217
)
Loss on sale of assets
 
59
   
-
 
Other than temporary impairment charge on securities
 
-
   
97
 
ORE write-downs and losses on disposition, net of gains
 
549
   
112
 
FHLB stock dividends
 
(1
)
 
(2
)
Net increase in loans held for sale
 
(441
)
 
(343
)
Change in other assets and liabilities, net
 
403
   
(7,101
)
Net Cash Provided By Operating Activities
 
9,104
 
 
(186
)
             
Cash Flows From Investing Activities
           
Net increase in called bonds receivable
 
(25,000
)
 
-
 
Funds invested in certificates of deposit
 
(747
)
 
-
 
Proceeds from maturities and calls of HTM securities
 
120,640
   
19,945
 
Proceeds from maturities, calls and sales of AFS securities
 
311,243
   
58,180
 
Funds invested in HTM securities
 
(40,901
 
(95,913
)
Funds Invested in AFS securities
 
(414,776
)
 
(41,515
)
Proceeds from sale/redemption of Federal Home Loan Bank stock
 
1,244
   
1,028
 
Funds invested in Federal Home Loan Bank stock
 
(1,687
)
 
(1,081
)
Net (increase) decrease in loans
 
(28,640
)
 
22,355
 
Purchase of premises and equipment
 
(831
 
(1,202
)
Proceeds from sales of premises and equipment
 
223
   
-
 
Proceeds from sales of other real estate owned
 
1,637
   
183
 
Net Cash Used In Investing Activities
 
(77,595
 
(38,020
)
             
Cash Flows From Financing Activities
           
Net increase (decrease) in deposits
 
(1,556
)
 
38,017
 
Net increase (decrease) in federal funds purchased and short-term borrowings
 
7,182
   
(7,127
)
Proceeds from long-term borrowings
 
-
   
3,500
 
Repayment of long-term borrowings
 
(1,800
)
 
-
 
Purchase of treasury stock
 
(21
)
 
-
 
Dividends paid
 
(3,008
 
(2,343
)
Net Cash Provided By Financing Activities
 
797
 
 
32,047
 
             
Net Decrease In Cash and Cash Equivalents
 
(67,694
)
 
(6,159
)
Cash and Cash Equivalents at the Beginning of the Period
 
112,442
   
44,837
 
Cash and Cash Equivalents at the End of the Period
$
44,748
 
$
38,678
 
             
Noncash Activities:
           
Loans transferred to foreclosed assets
$
3,328
 
$
3,250
 
             
Cash Paid During The Period:
           
Interest on deposits and borrowed funds
$
7,023
 
$
7,206
 
Income taxes
$
3,400
 
$
1,550
 
See Notes to the Consolidated Financial Statements.
           
 
6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
 
Note 1. Basis of Presentation
 
The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. The consolidated financial statements and the footnotes of First Guaranty Bancshares, Inc. (the “Company”) thereto should be read in conjunction with the audited financial statements and note disclosures for the Company previously filed with the Securities and Exchange Commission in the Company’s Annual Report filed on Form 10-K for the year ended December 31, 2011.
 
The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc. and its wholly owned subsidiary First Guaranty Bank.  All significant intercompany balances and transactions have been eliminated in consolidation.
 
In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary for a fair presentation of the consolidated financial statements. Those adjustments are of a normal recurring nature. The results of operations for the three and six month periods ended June 30, 2012 and 2011 are not necessarily indicative of the results expected for the full year. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are susceptible to significant change in the near term are the allowance for loan losses, valuation of goodwill, intangible assets and other purchase accounting adjustments.
 
Note 2.  Recent Accounting Pronouncements
 
There are no recent accounting pronouncements to disclose for the first six months of 2012.
 
7

Note 3. Securities
 
A summary comparison of securities by type at June 30, 2012 and December 31, 2011 is shown below.
 
 
June 30, 2012
 
December 31, 2011
 
(in thousands)
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
Available for sale:
                               
U.S Government Treasuries
$
19,500
 
$
-
 
$
-
 
$
19,500
 
$
-
 
$
-
 
$
-
 
$
-
 
U.S. Government Agencies
 
402,979
   
1,095
   
(167
)
 
403,907
 
 
319,113
   
1,422
   
(328
)
 
320,207
 
Corporate debt securities
 
174,194
   
8,180
   
(511
)
 
181,863
   
171,927
   
6,250
   
(1,222
)
 
176,955
 
Mutual funds or other equity securities
 
2,564
   
43
   
-
   
2,607
   
2,773
   
38
   
-
   
2,811
 
Municipal bonds
 
18,586
   
903
   
-
   
19,489
   
19,916
   
609
   
(1
)
 
20,524
 
Total available for sale securities
$
617,823
 
$
10,221
 
$
(678
)
$
627,366
  
$
513,729
 
$
8,319
 
$
(1,551
)
$
520,497
 
                                                 
Held to maturity:
                                               
U.S. Government Agencies
$
32,983
 
$
350
 
$
(-
)
$
33,333
 
$
112,666
 
$
535
 
$
(4
)
$
113,197
 
Total held to maturity securities
$
32,983
 
$
350
 
$
(-
)
$
33,333
  
$
112,666
 
$
535
 
$
(4
)
$
113,197
 
 
The scheduled maturities of securities at June 30, 2012, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
June 30, 2012
 
(in thousands)
Amortized Cost
 
Fair Value
 
Available For Sale:
       
Due in one year or less
$
39,101
 
$
39,507
 
Due after one year through five years
 
131,625
   
133,601
 
Due after five years through 10 years
 
245,175
   
250,737
 
Over 10 years
 
201,922
   
203,521
 
Total available for sale securities
$
617,823
 
$
627,366
 
             
Held to Maturity:
           
Due in one year or less
$
-
 
$
-
 
Due after one year through five years
 
4,016
   
4,034
 
Due after five years through 10 years
 
21,971
   
22,271
 
Over 10 years
 
6,996
   
7,028
 
Total held to maturity securities
$
32,983
 
$
33,333
 
 
At June 30, 2012 approximately $443.2 million in securities were pledged to secure public fund deposits, and for other purposes required or permitted by law.
 
The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at June 30, 2012.
 
 
Less Than 12 Months
 
12 Months or More
 
Total
 
(in thousands)
Fair Value
 
Gross Unrealized Losses
 
Fair Value
 
Gross Unrealized Losses
 
Fair Value
 
Gross Unrealized Losses
 
Available for sale:
                       
U.S. Government Treasuries
$
19,500
 
$
-
 
$
-
 
$
-
 
$
19,500
 
$
-
 
U.S. Government agencies
 
169,616
   
(167
)
 
-
   
-
   
169,616
   
(167
)
Corporate debt securities
 
12,862
   
(176
)
 
2,325
   
(335
)
 
15,187
   
(511
)
Mutual funds or other equity securities
 
-
   
-
   
-
   
-
   
-
   
-
 
Municipals
 
-
   
-
   
-
   
-
   
-
   
-
 
Total available for sale securities
$
201,978
 
$
(343
)
$
2,325
 
$
(335
)
$
204,303
 
$
(678
)
                                     
Held to maturity:
                                   
U.S. Government agencies
$
-
 
$
(-
)
$
-
 
$
-
 
$
-
 
$
(-
)
Total held to maturity securities
$
-
 
$
(-
)
$
-
 
$
-
 
$
-
 
$
(-
)
 
8

At June 30, 2012, 88 debt securities have gross unrealized losses of $0.7 million or 0.33% of amortized cost. All securities with unrealized losses were classified as available for sale at June 30, 2012. The Company believes that it will collect all amounts contractually due and has the intent and the ability to hold these securities until the fair value is at least equal to the carrying value. The Company had 1 U.S. Treasury security, 18 U.S. Government agency securities and 62 corporate debt securities that had gross unrealized losses for less than 12 months. The Company had 7 corporate debt securities which have been in a continuous unrealized loss position for 12 months or longer. Securities with unrealized losses greater than 12 months had a total amortized cost of $2.7 million. Securities with unrealized losses less than 12 months had a total amortized cost of $202.6 million.
 
If an equity security has an impairment that is other than temporary, then an impairment loss shall be recognized in earnings equal to the entire difference between the investment's cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value of the investment would then become the new amortized cost basis of the investment and is not adjusted for subsequent recoveries in fair value. For debt securities, other than temporary impairment loss is recognized in earnings if the Company is required to sell or is more likely than not to sell the security before recovery of its amortized cost. If the Company is not required to sell the security or does intend to sell the security, the other-than-temporary impairment is separated into the amount representing credit loss and the amount related to all other factors. The amount related to credit loss is recognized in earnings and the amount related to all other factors is recognized in other comprehensive income. The previous amortized cost basis less the other-than-temporary impairment recognized in earnings shall become the new amortized cost basis of the investment. Management evaluates securities for other-than-temporary impairment at least quarterly and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the recovery of contractual principal and interest and (iv) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, Management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred and industry reports.
 
The number of investment securities issued by U.S. government and government agencies with unrealized losses and the amount of unrealized losses on those investment securities are primarily the result of market interest rates. At June 30, 2012 the Company had the ability and intent to hold these securities in its current portfolio until recovery, which may be until maturity.
 
The corporate debt securities consist primarily of corporate bonds issued by the following types of organizations: financial, insurance, utilities, manufacturing, industrial, consumer products and oil and gas. Also included in corporate debt securities are trust preferred capital securities, many issued by national and global financial services firms. The Company believes that the each of the issuers will be able to fulfill the obligations of these securities. At June 30, 2012 the Company had the ability and intent to hold these securities until they recover, which could be at their maturity dates.
 
The held to maturity portfolio is comprised of government sponsored enterprise securities such as FHLB, FNMA, FHLMC, and FFCB.  The securities have maturities of 15 years or less and the securities are used to collateralize public funds.  As of June 30, 2012 public funds deposits totaled $452.5 million. The Company has maintained public funds in excess of $175.0 million since December 2007.   Management believes that public funds will continue to be a significant part of the Company's deposit base and will need to be collateralized by securities in the investment portfolio. 
  
Securities with unrealized losses are currently performing according to their contractual terms. Management has the intent and ability to hold these securities for the foreseeable future. The fair value is expected to recover as the securities approach their maturity or repricing date or if market yields for such investments decline. As a result of uncertainties in the market affecting companies in the financial services industry, it is at least reasonably possible that a change in the estimate will occur in the near term.
  
The Company did not record an impairment write-down on its securities for the first six months of 2012. During the first quarter of 2011, the Company recorded an impairment write-down on securities from one issuer of $0.1 million. This write-down was partially offset by a subsequent gain on sale of the securities of $45,000 in the third quarter of 2011.
 
At June 30, 2012, the Company's exposure to investment securities issuers that exceeded 10% of stockholders’ equity was as follows:
 
 
At June 30, 2012
 
(in thousands)
Amortized Cost
 
Fair Value
 
Federal Home Loan Bank (FHLB)
$
103,921
 
$
104,192
 
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)
 
103,609
   
104,308
 
Federal National Mortgage Association (Fannie Mae-FNMA)
 
164,802
   
164,930
 
Federal Farm Credit Bank (FFCB)
 
63,630
   
63,810
 
U.S. Government Treasuries
 
19,500
   
19,500
 
Total
$
455,462
 
$
456,740
 
 
9

Note 4. Loans
 
The following table summarizes the components of the Company's loan portfolio as of June 30, 2012 and December 31, 2011:
 
 
June 30, 2012
 
December 31, 2011
 
(in thousands)
Balance
 
As % of Category
 
Balance
 
As % of Category
 
Real Estate:
               
  Construction & land development
$
58,209
 
9.7
%
$
78,614
 
13.7
%
  Farmland
 
10,594
 
1.8
%
 
11,577
 
2.0
%
  1- 4 Family
 
89,377
 
15.0
%
 
89,202
 
15.6
%
  Multifamily
 
16,617
 
2.8
%
 
16,914
 
2.9
%
  Non-farm non-residential
 
292,812
 
49.0
%
 
268,618
 
46.8
%
    Total Real Estate
 
467,609
 
78.3
%
 
464,925
 
81.0
%
 Non-real Estate:
                   
  Agricultural
 
25,372
 
4.2
%
 
17,338
 
3.0
%
  Commercial and industrial
 
80,571
 
13.5
%
 
68,025
 
11.9
%
  Consumer and other
 
23,999
 
4.0
%
 
23,455
 
4.1
%
    Total Non-real Estate
 
129,942
 
21.7
%
 
108,818
 
19.0
%
Total loans before unearned income
 
597,551
 
100.0
%
 
573,743
 
100.0
%
Less: Unearned income
 
(981
)
     
(643
)
   
Total loans net of unearned income
$
596,570
     
$
573,100
     
 
The following table summarizes fixed and floating rate loans by maturity and repricing frequencies as of June 30, 2012 and December 31, 2011:
 
 
June 30, 2012
 
December 31, 2011
 
(in thousands)
Fixed
 
Floating
 
Total
 
Fixed
 
Floating
 
Total
 
One year or less
$
119,019
 
$
114,685
 
$
233,704
 
$
108,276
 
$
124,052
 
$
232,328
 
One to five years
 
171,015
   
101,255
   
272,270
   
160,191
   
98,972
   
259,163
 
Five to 15 years
 
21,832
   
34,816
   
56,648
   
8,393
   
36,891
   
45,284
 
Over 15 years
 
8,599
   
6,671
   
15,270
   
8,464
   
6,054
   
14,518
 
  Total (excluding nonaccrual loans)
$
320,465
 
$
257,427
 
 
577,892
 
$
285,324
 
$
265,969
 
 
551,293
 
Nonaccrual loans
             
19,659
               
22,450
 
Total loans before unearned income
           
 
597,551
             
 
573,743
 
Less: Unearned income
             
(981
)
             
 (643
)
Total loans net of unearned income
           
$
596,570
             
$
573,100
 
 
The majority of floating rate loans have interest rate floors. As of June 30, 2012, $255.6 million of these loans were at the floor rate. Nonaccrual loans have been excluded from the calculation.
 
The following tables present the age analysis of past due loans at June 30, 2012 and December 31, 2011:
 
 
As of June 30, 2012
 
(in thousands)
30-89 Days Past Due
 
90 Days or Greater
 
Total Past Due
 
Current
 
Total Loans
 
Recorded Investment  90 Days Accruing
 
Real Estate:
                                   
  Construction & land development
$
1,252
 
$
1,519
 
$
2,771
 
$
55,438
 
$
58,209
 
$
-
 
  Farmland
 
48
   
786
   
834
   
9,760
   
10,594
   
-
 
  1 - 4 family
 
3,880
   
6,184
   
10,064
   
79,313
   
89,377
   
756
 
  Multifamily
 
-
   
592
   
592
   
16,025
   
16,617
   
-
 
  Non-farm non-residential
 
5,873
   
9,450
   
15,323
   
277,489
   
292,812
   
-
 
    Total Real Estate
 
11,053
 
 
18,531
 
 
29,584
 
 
438,025
 
 
467,609
 
 
756
 
Non-Real Estate:
                                   
  Agricultural
 
173
 
 
739
 
 
912
 
 
24,460
 
 
25,372
 
 
-
 
  Commercial and industrial
 
2,968
   
1,068
   
4,036
   
76,535
   
80,571
   
-
 
  Consumer and other
 
171
   
77
   
248
   
23,751
   
23,999
   
-
 
    Total Non-Real Estate
 
3,312
 
 
1,884
 
 
5,196
 
 
124,746
 
 
129,942
 
 
-
 
Total loans before unearned income
$
14,365
 
$
20,415
 
$
34,780
 
$
562,771
 
 
597,551
 
$
756
 
Less: unearned income
                         
(981
     
Total loans net of unearned income
                       
$
596,570
       
 
10

 
 
As of December 31, 2011
 
(in thousands)
30-89 Days Past Due
 
90 Days or Greater
 
Total Past Due
 
Current
 
Total Loans
 
Recorded Investment  90 Days Accruing
 
Real estate:
                                   
  Construction & land development
$
240
 
$
1,520
 
$,
1,760
 
$
76,854
 
$
78,614
 
$
-
 
  Farmland
 
45
   
562
   
607
   
10,970
   
11,577
   
-
 
  1 - 4 family
 
2,812
   
5,957
   
8,769
   
80,433
   
89,202
   
309
 
  Multifamily
 
617
   
-
   
617
   
16,297
   
16,914
   
-
 
  Non-farm non-residential
 
878
   
12,818
   
13,696
   
254,922
   
268,618
   
419
 
    Total Real Estate
 
4,592
 
 
20,857
 
 
25,449
 
 
439,476
 
 
464,925
 
 
728
 
Non-Real Estate:
                                   
  Agricultural
 
90
 
 
315
 
 
405
   
16,933
 
 
17,338
 
 
-
 
  Commercial and industrial
 
147
   
1,986
   
2,133
   
65,892
   
68,025
   
-
 
  Consumer and other
 
389
   
28
   
417
   
23,038
   
23,455
   
8
 
    Total Non-Real Estate
 
626
 
 
2,329
 
 
2,955
 
 
105,863
 
 
108,818
 
 
8
 
Total loans before unearned income
$
5,218
 
$
23,186
 
$
28,404
 
$
545,339
 
 
573,743
 
$
736
 
Less: unearned income
                         
(643
     
Total loans net of unearned income
                       
$
573,100
       
 
The Company's management monitors the credit quality of its loans on an ongoing basis. Measurement of delinquency and past due status are based on the contractual terms of each loan.
 
For all loan classes, past due loans are reviewed on a monthly basis to identify loans for nonaccrual status. Generally, when collection in full of the principal and interest is jeopardized, the loan is placed on nonaccrual. The accrual of interest income on commercial and most consumer loans generally is discontinued when a loan becomes 90 to 120 days past due as to principal or interest.  When interest accruals are discontinued, unpaid interest recognized in income is reversed.  The Company's method of income recognition for loans that are classified as nonaccrual is to recognize interest income on a cash basis or apply the cash receipt to principal when the ultimate collectability of principal is in doubt.  Nonaccrual loans will not normally be returned to accrual status unless all past due principal and interest has been paid.
 
The following is a summary of nonaccrual loans by class:
 
(in thousands)
As of June 30, 2012
 
 As of December 31, 2011
 
Real Estate:
           
  Construction & land development
$
1,519
 
$
1,520
 
  Farmland
 
786
   
562
 
  1 - 4 family 
 
5,428
   
5,647
 
  Multifamily
 
592
   
-
 
  Non-farm non-residential
 
9,450
   
12,400
 
    Total Real Estate
 
17,775
 
 
20,129
 
Non-real Estate:
           
  Agricultural
 
739
 
 
315
 
  Commercial and industrial
 
1,068
   
1,986
 
  Consumer and other
 
77
   
20
 
    Total Non-Real Estate
 
1,884
 
 
2,321
 
Total Nonaccrual Loans
$
19,659
 
$
22,450
 
 
11

The Company assigns credit quality indicators of pass, special mention, substandard, and doubtful to its loans. For the Company's loans with a commercial and consumer credit exposure, the Company internally assigns a grade based on the creditworthiness of the borrower. For loans with a consumer credit exposure, the Bank internally assigns a grade based upon an individual loan’s delinquency status. Loans included in the Pass category are performing loans with satisfactory debt coverage ratios, collateral, payment history, and documentation.
 
Special mention loans have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or in the Company's credit position at some future date. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons for rating a credit exposure special mention include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices.
 
A substandard loan with a commercial and consumer credit exposure is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt by the borrower. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. These loans require more intensive supervision by management. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigates. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and thus, placed on nonaccrual. For loans with a consumer credit exposure, loans that are 90 days or more past due or that have been placed on nonaccrual are considered substandard.
 
Doubtful loans have the weaknesses of substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.
 
The Company periodically reassesses its credit quality indicators and has revised its methodology in 2012 contributing to the increase in special mention credits over the previous periods.
 
The following table identifies the Commercial and Consumer  Credit Exposure of the Loan Portfolio by specific credit ratings:
 
 
As of June 30, 2012
 
As of December 31, 2011
 
(in thousands)
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
 
Real Estate:
                                                           
  Construction & land development
$
40,600
 
$
7,104
 
$
10,505
 
$
-
 
$
58,209
 
$
67,602
 
$
82
 
$
10,930
 
$
-
 
$
78,614
 
  Farmland
 
10,047
   
386
   
161
   
-
   
10,594
   
11,485
   
-
   
92
   
-
   
11,577
 
  1 - 4 family
 
77,487
   
5,105
   
6,785
   
-
   
89,377
   
80,053
   
1,770
   
7,379
   
-
   
89,202
 
  Multifamily
 
8,200
   
490
   
7,927
   
-
   
16,617
   
9,545
   
-
   
7,369
   
-
   
16,914
 
  Non-farm non-residential
 
247,876
   
15,001
   
29,935
   
-
   
292,812
   
235,448
   
372
   
32,798
   
-
   
268,618
 
    Total real estate
 
384,210
 
 
28,086
 
 
55,313
 
 
-
 
 
467,609
 
 
404,133
   
2,224
 
 
58,568
 
 
-
 
 
464,925
 
Non-Real Estate:
                                                           
  Agricultural
 
24,933
 
 
-
 
 
439
 
 
-
 
 
25,372
 
 
17,304
 
 
-
 
 
34
 
 
-
 
 
17,338
 
  Commercial and industrial
 
72,691
   
6,512
   
1,368
   
-
   
80,571
   
65,553
   
93
   
2,379
   
-
   
68,025
 
  Consumer and other
 
23,863
   
61
   
75
   
-
   
23,999
   
23,345
   
43
   
67
   
-
   
23,455
 
    Total Non-Real Estate
 
121,487
 
 
6,573
 
 
1,882
 
 
-
 
 
129,942
 
 
106,202
 
 
136
 
 
2,480
 
 
-
 
 
108,818
 
Total loans before unearned income
$
505,697
 
$
34,659
 
$
57,195
 
$
-
 
 
597,551
 
$
510,335
 
$
2,360
 
$
61,048
 
$
-
 
 
573,743
 
Less: unearned income
                         
 (981
)
                         
 (643
)
Total loans net of unearned income
                       
$
596,570
                         
$
573,100
 
 
12

ASC 310-30 Loans
 
The Company has loans that were acquired through the acquisition of  Greensburg Bancshares, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it is probable, at acquisition, that all contractually required payments would not be collected. These loans are subject to ASC Topic 310-30. The carrying amount of those loans is included in the balance sheet amounts of loans receivable at June 30, 2012. The amounts of loans subject to ASC Topic 310-30 at June 30, 2012 and December 31, 2011 are as follows:
 
 
June 30, 2012
  December 31, 2011  
(in thousands)
Contractual Amount
 
Carrying Value
 
Contractual Amount
 
Carrying Value
 
Real Estate:
                       
  Construction & land development
$
536
 
$
300
  $ 536   $ 301  
  Farmland
 
-
   
-
    -     -  
  1 - 4 family
 
511
   
443
    704     573  
  Multifamily
 
-
          -     -  
  Non-farm non-residential
 
139
   
139
    352     352  
    Total real estate
 
1,186
 
$
882
    1,592     1,226  
Non-real Estate:
                       
  Agricultural
 
-
 
 
 -
    -     -  
  Commercial and industrial
 
-
   
-
    -     -  
  Consumer and other
 
-
   
-
    -     -  
    Total Non-Real Estate
 
-
 
 
-
    -     -  
Total
$
1,186
 
$
882
  $ 1,592   $ 1,226  
 
There have been no additional provisions made to the allowance for loan losses subsequent to acquisition of these loans. The loans acquired in the acquisition of  Greensburg Bancshares, that are within the scope of Topic ASC 310-30, are not accounted for using the income recognition model of the Topic because the Company cannot reasonably estimate cash flows expected to be collected.
 
13

Note 5. Allowance for Loan Losses
 
The allowance for loan losses is reviewed by the Company's management on a monthly basis and additions thereto are recorded pursuant to the results of such reviews. In assessing the allowance, several internal and external factors that might impact the performance of individual loans are considered. These factors include, but are not limited to, economic conditions and their impact upon borrowers' ability to repay loans, respective industry trends, borrower estimates and independent appraisals. Periodic changes in these factors impact the assessment of each loan and its overall impact on the allowance for loan losses.
 
The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit. A reserve is established as needed for estimates of probable losses on such commitments.
 
A summary of changes in the allowance for loan losses, by portfolio type, for the six months ended June 30, 2012 and 2011 are as follows:
 
 
As of June 30, 2012
 
 
Real Estate Loans:
 
Non-Real Estate Loans:
     
 
(in thousands)
Construction and Land Development
 
Farmland
 
1-4 Family
 
Multi-family
 
Non-farm non-residential
 
Agricultural
 
Commercial and Industrial
 
Consumer and other
 
Unallocated
 
Total
 
Allowance for Credit Losses:
                                                           
Beginning balance (12/31/11)
$
1,002
 
$
65
 
$
1,917
 
$
780
 
$
2,980
 
$
125
 
 $
1,407
 
$
314
 
$
289
 
$
8,879
 
  Charge-offs
 
(53
)
 
-
   
(951
)
 
-
   
(459
)
 
(25
)
 
(424
)
 
(266
)
 
-
   
(2,178
)
  Recoveries
 
7
   
1
   
21
   
-
   
106
   
1
   
59
   
141
   
-
   
336
 
  Provision
 
294
   
(17
)
 
833
   
79
   
504
   
(41
 
534
   
122
   
(204
)
 
2,104
 
Ending Balance (6/30/12)
$
1,250
 
$
49
 
$
1,820
 
$
859
 
$
3,131
 
$
60
 
$
1,576
 
$
311
 
$
85
 
$
9,141
 
 
 
 
As of June 30, 2011
 
 
Real Estate Loans:
 
Non-Real Estate Loans:
     
 
(in thousands)
Construction and Land Development
 
Farmland
 
1-4 Family
 
Multi-family
 
Non-farm non-residential
 
Agricultural
 
Commercial and Industrial
 
Consumer and other
 
Unallocated
 
Total
 
Allowance for Credit Losses:
                                                           
Beginning balance (12/31/10)
$
977
 
$
46
 
$
1,891
 
$
487
 
$
3,423
 
$
80
 
 $
510
 
$
390
 
$
513
 
$
8,317
 
  Charge-offs
 
(417
 
-
   
(333
 
-
   
(1,764
 
(20
)
 
(1,482
 
(170
)
 
-
   
(4,186
)
  Recoveries
 
-
   
-
   
87
   
-
   
10
   
3
   
105
   
98
   
-
   
303
 
  Provision
 
173
   
(5
)
 
139
   
(325
)
 
1,376
   
165
   
2,306
   
(59
)
 
(419
)
 
3,351
 
Ending Balance (6/30/11)
$
733
 
$
41
 
$
1,784
 
$
162
 
$
3,045
 
$
228
 
$
1,439
 
$
259
 
$
94
 
$
7,785
 
 
14

 
 
As of June 30, 2012
 
 
Real Estate Loans:
 
Non-Real Estate Loans:
     
 
(in thousands)
Construction and Land Development
 
Farmland
 
1-4 Family
 
Multi-family
 
Non-farm non-residential
 
Agricultural
 
Commercial and Industrial
 
Consumer and other
 
Unallocated
 
Total
 
Allowance individually evaluated for impairment
$
489
 
$
-
 
$
215
 
$
661
 
$
1,166
 
$
-
 
$
20
 
$
-
 
$
-
 
$
2,551
 
Allowance collectively evaluated for impairment
 
761
   
49
   
1,605
   
198
   
1,965
   
60
   
1,556
   
311
   
85
   
6,590
 
Allowance at June 30, 2012
$
1,250
 
$
49
 
$
1,820
 
$
859
 
$
3,131
 
$
60
 
$
1,576
 
$
311
 
$
85
 
$
9,141
 
                                                             
Loans individually evaluated for impairment
$
7,409
 
$
-
 
$
2,095
 
$
7,336
 
$
27,932
 
$
-
 
$
503
 
$
-
 
$
-
 
$
45,275
 
Loans collectively evaluated for impairment
 
50,800
   
10,594
   
87,282
   
9,281
   
264,880
   
25,372
   
80,068
   
23,999
   
-
   
552,276
 
Loans at June 30, 2012 (before unearned income)
$
58,209
 
$
10,594
 
$
89,377
 
$
16,617
 
$
292,812
 
$
25,372
 
$
80,571
 
$
23,999
 
$
-
 
$
597,551
 
Unearned income
                                                       
(981
)
Total loans net of unearned income
                                                     
$
596,570
 
 
 
 
As of December 31, 2011
 
 
Real Estate Loans:
 
Non-Real Estate Loans:
     
 
(in thousands)
Construction and Land Development
 
Farmland
 
1-4 Family
 
Multi-family
 
Non-farm non-residential
 
Agricultural
 
Commercial and Industrial
 
Consumer and other
 
Unallocated
 
Total
 
Allowance individually evaluated for impairment
$
139
 
$
-
 
$
392
 
$
701
 
$
1,224
 
$
-
 
$
-
 
$
-
 
$
-
 
$
2,456
 
Allowance collectively evaluated for impairment
 
863
   
65
   
1,525
   
79
   
1,756
   
125
   
1,407
   
314
   
289
   
6,423
 
Allowance at December 31, 2011
$
1,002
 
$
65
 
$
1,917
 
$
780
 
$
2,980
 
$
125
 
$
1,407
 
$
314
 
$
289
 
$
8,879
 
                                                             
Loans individually evaluated for impairment
$
7,998
 
$
-
 
$
3,591
 
$
7,369
 
$
31,397
 
$
-
 
$
738
 
$
-
 
$
-
 
$
51,093
 
Loans collectively evaluated for impairment
 
70,616
   
11,577
   
85,611
   
9,545
   
237,221
   
17,338
   
67,287
   
23,455
   
-
   
522,650
 
Loans at December 31, 2011 (before unearned income)
$
78,614
 
$
11,577
 
$
89,202
 
$
16,914
 
$
268,618
 
$
17,338
 
$
68,025
 
$
23,455
 
$
-
 
$
573,743
 
Unearned income
                                                       
(643
)
Total loans net of unearned income
                                                     
$
573,100
 
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent. As an administrative matter, this process is only applied to impaired loans or relationships in excess of $250,000.
 
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment disclosures, unless such loans are the subject of a restructuring agreement.
 
15

The following is a summary of impaired loans by class:
 
 
As of June 30, 2012
 
(in thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Investment
 
Interest Income Recognized
 
Interest Income Cash Basis
 
Impaired Loans with no related allowance:
                                   
Real estate:
                                   
  Construction & land development   
$
900
 
$
949
 
$
-
 
$
926
 
$
34
 
$
26
 
  Farmland
 
-
   
-
   
-
   
-
   
-
   
-
 
  1 - 4 family
 
1,074
   
1,734
   
-
   
2,326
   
105
   
48
 
  Multifamily
 
-
   
-
   
-
   
-
   
-
   
-
 
  Non-farm non-residential
 
7,810
   
10,591
   
-
   
7,918
   
347
   
212
 
    Total Real Estate
 
9,784
 
 
13,274
 
 
-
 
 
11,170
 
 
486
   
286
 
Non-Real Estate:
                                   
  Agricultural
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
  Commercial and industrial
 
8
   
8
   
-
   
136
   
30
   
1
 
  Consumer and other
 
-
   
-
   
-
   
-
   
-
   
-
 
    Total Non-Real Estate
 
8
 
 
8
   
-
   
136
 
 
30
 
 
1
 
Total Impaired Loans with no related allowance
$
9,792
 
$
13,282
 
$
-
 
$
11,306
 
$
516
 
$
287
 
                                     
Impaired Loans with an allowance recorded:
                                   
Real estate:
                                   
  Construction & land development
$
6,509
 
$
6,509
 
$
489
 
$
6,652
 
$
515
 
$
516
 
  Farmland
 
-
   
-
   
-
   
-
   
-
   
-
 
  1 - 4 family
 
1,021
   
851
   
215
   
1,188
   
63
   
60
 
  Multifamily
 
7,336
   
7,336
   
661
   
7,388
   
571
   
544
 
  Non-farm non-residential
 
20,122
   
20,215
   
1,166
   
21,359
   
2,338
   
2,231
 
    Total real estate
 
34,988
 
 
35,911
 
 
2,531
 
 
36,587
 
 
3,487
 
 
3,351
 
Non-Real Estate:
                                   
  Agricultural
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
  Commercial and industrial
 
495
   
495
   
20
   
867
   
11
   
-
 
  Consumer and other
 
-
   
-
   
-
   
-
   
-
   
-
 
    Total Non-Real Estate
 
495
 
 
495
 
 
20
 
 
867
 
 
11
 
 
-
 
Total Impaired Loans with an allowance recorded
$
35,483
 
$
35,406
 
$
2,551
 
$
37,454
 
$
3,498
 
$
3,351
 
                                     
Total Impaired Loans
$
45,275
 
$
48,688
 
$
2,551
 
$
48,760
 
$
4,014
 
$
3,638
 
 
16

The following is a summary of impaired loans by class:
 
 
As of December 31, 2011
 
(in thousands)
Recorded Investment
 
Unpaid Principal Balance
 
Related Allowance
 
Average Recorded Investment
 
Interest Income Recognized
 
Interest Income Cash Basis
 
Impaired Loans with no related allowance:
                                   
Real estate:
                                   
  Construction & land development   
$
937
 
$
960
 
$
-
 
$
634
 
$
91
 
$
64
 
  Farmland
 
-
   
-
   
-
   
-
   
-
   
-
 
  1 - 4 family
 
858
   
1,192
   
-
   
2,388
   
218
   
32
 
  Multifamily
 
-
   
-
   
-
   
-
   
-
   
-
 
  Non-farm non-residential
 
8,710
   
10,708
   
-
   
11,549
   
824
   
409
 
    Total Real Estate
 
10,505
 
 
12,860
 
 
-
 
 
14,571
 
 
1,133
 
 
505
 
Non-Real Estate:
                                   
  Agricultural
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
  Commercial and industrial
 
738
   
1,737
   
-
   
2,986
   
238
   
102
 
  Consumer and other
 
-
   
-
   
-
   
-
   
-
   
-
 
    Total Non-Real Estate
 
738
 
 
1,737
 
 
-
 
 
2,986
 
 
238
   
102
 
Total Impaired Loans with no related allowance
$
11,243
 
$
14,597
 
$
-
 
$
17,557
 
$
1,371
 
$
607
 
                                     
Impaired Loans with an allowance recorded:
                                   
Real estate:
                                   
  Construction & land development
$
7,061
 
$
7,061
 
$
139
 
$
7,243
 
$
477
 
$
376
 
  Farmland
 
-
   
-
   
-
   
-
   
-
   
-
 
  1 - 4 family
 
2,733
   
2,870
   
392
   
1,127
   
57
   
56
 
  Multifamily
 
7,369
   
7,369
   
701
   
6,347
   
288
   
333
 
  Non-farm non-residential
 
22,687
   
23,637
   
1,224
   
21,180
   
1,261
   
815
 
    Total real estate
 
39,850
 
 
40,937
 
 
2,456
 
 
35,897
   
2,083
 
 
1,580
 
Non-Real Estate:
                                   
  Agricultural
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
  Commercial and industrial
 
-
   
-
   
-
   
-
   
-
   
-
 
  Consumer and other
 
-
   
-
   
-
   
-
   
-
   
-
 
    Total Non-Real Estate
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
Total Impaired Loans with an allowance recorded
$
39,850
 
$
40,937
 
$
2,456
 
$
35,897
 
$
2,083
 
$
1,580
 
                                     
Total Impaired Loans
$
51,093
 
$
55,534
 
$
2,456
 
$
53,454
 
$
3,454
 
$
2,187
 
 
17

A Troubled Debt Restructuring ("TDR") is considered such if the creditor for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. The modifications to the Company's TDRs were concessions on the interest rate charged.  The effect of the modifications to the Company was a reduction in interest income.  These loans still have an allocated reserve in the Company's reserve for loan losses. For the first six months of 2012, there were no loans restructured in a troubled debt restructuring.
 
The following table identifies the Troubled Debt Restructurings as of June 30, 2012 and June 30, 2011:
 
Troubled Debt Restructurings June 30, 2012  
  Accruing Loans              
(in thousands) Current   30-89 Days Past Due   Nonaccrual   Total TDRs  
Real Estate:                        
  Construction & land development $ 2,601   $ -   $ -   $ 2,601  
  Farmland   -     -     -     -  
  1-4 Family   2     238     1,074     1,314  
  Multifamily   5,984     -     -     5,984  
  Non-farm non residential   6,127     678     -     6,805  
    Total Real Estate   14,714     916     1,074     16,704  
Non-Real Estate:                        
  Agricultural   -     -     -     -  
  Commercial and industrial   -     -     -     -  
  Consumer and other   -     -     -     -  
    Total Non-Real Estate   -     -     -     -  
Total $ 14,714   $ 916   $ 1,074   $ 16,704  
 
Troubled Debt Restructurings June 30, 2011  
  Accruing Loans              
(in thousands) Current   30-89 Days Past Due   Nonaccrual   Total TDRs  
Real Estate:                        
  Construction & land development $ 2,834   $ -   $ -   $ 2,834  
  Farmland   -     -     -     -  
  1-4 Family   -     -     -     -  
  Multifamily   5,782     -     -     5,782  
  Non-farm non residential   6,780     -     -     6,780  
    Total Real Estate   15,396     -     -     15,396  
Non-Real Estate:                        
  Agricultural   -     -     -     -  
  Commercial and industrial   -     -     -     -  
  Consumer and other   -     -     -     -  
    Total Non-Real Estate   -     -     -     -  
Total $ 15,396   $ -   $ -   $ 15,396  
 
The following is a summary of  the loans that subsequently defaulted after the debt was restructured:
 
Troubled Debt Restructurings that subsequently defaulted
June 30, 2012
 
June 30, 2011
 
(in thousands)
Number of Contracts
 
Recorded Investment
 
Number of Contracts
 
Recorded Investment
 
Real Estate:
                   
  Construction & land development
-
 
$
-
 
-
 
$
-
 
  Farmland
-
   
-
 
-
   
-
 
  1-4 Family
1
   
1,074
 
-
   
-
 
  Multifamily
-
   
-
 
-
   
-
 
  Non-farm non residential
-
   
-
 
-
   
-
 
    Total real estate
1
 
 
1,074
 
-
 
 
-
 
Non-Real Estate:
                   
  Agricultural
-
 
 
 -
 
-
 
 
-
 
  Commercial and industrial
-
   
 -
 
-
   
-
 
  Consumer and other
-
   
 -
 
-
   
-
 
    Total Non-Real Estate
-
 
 
-
 
-
 
 
-
 
Total
1
 
$
1,074
 
-
 
$
-
 
 
The 1-4 family TDR that subsequently defaulted was restructured in September 2011. This TDR had a pre-modification recorded investment of $1.7 million and a post-modification recorded investment of $1.7 million. The concession granted was an interest rate reduction. Upon default an appraisal of the collateral indicated an impairment of $0.6 million and that amount was charged-off in the second quarter of 2012.
 
18

Note 6. Goodwill and Other Intangible Assets
 
Goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to annual impairment tests. Other intangible assets continue to be amortized over their useful lives. Goodwill at June 30, 2012 was $2.0 million and resulted from the Homestead Bancorp acquisition in 2007.  No impairment charges have been recognized since the acquisition. Mortgage servicing rights were relatively unchanged since December 31, 2011, totaling $0.2 million at June 30, 2012. Other intangible assets recorded include core deposit intangibles, which are subject to amortization. The core deposits reflect the value of deposit relationships, including the beneficial rates, which arose from the purchase of other financial institutions and the purchase of various banking center locations from other financial institutions.
 
Note 7. Borrowings
 
The Company's senior long-term debt totaled $1.4 million at June 30, 2012. Long-term debt at December 31, 2011 totaled $3.2 million. The Company pays $50,000 principal plus interest on a monthly basis. In addition to its monthly principal payments, the Company has made additional principal payments totaling $1.5 million. This long-term debt is priced at Wall Street Journal Prime plus 75 basis points (currently 4.00%) and has a contractual maturity of April 2017. It is secured by a pledge of 13.2% (735,745 shares) of First Guaranty Bancshares interest in First Guaranty Bank (a wholly owned subsidiary) under a Commercial Pledge Agreement dated June 22, 2011. 
 
 
Note 8. Commitments and Contingencies
 
Off-balance sheet commitments
 
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.
 
The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as it does for on-balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
 
Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at June 30, 2012 and December 31, 2011:
 
Contract Amount
(in thousands)
June 30, 2012
 
December 31, 2011
 
Commitments to Extend Credit
$
24,223
 
$
13,264
 
Unfunded Commitments under lines of credit 
$
72,193
 
$
69,522
 
Commercial and Standby letters of credit
$
6,450
 
$
6,745
 
 
Litigation
 
The nature of the Company’s business ordinarily results in a certain amount of claims, litigation and legal and administrative cases, all of which are considered incidental to the normal conduct of business. When the Company’s management and counsel determine it has defenses to the claims asserted, it defends itself. The Company will consider settlement of cases when, in Management’s and counsel’s judgment, it is in the best interests of both the Company and its shareholders.
 
While the final outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel, and available insurance coverage, Management believes that any incremental liability arising from the Company’s legal proceedings will not have a material adverse effect on the Company’s financial position.
 
19

Note 9. Fair Value
 
The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques use certain inputs to arrive at fair value. Inputs to valuation techniques are the assumptions that market participants would use in pricing the asset or liability. They may be observable or unobservable. The Company uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
 
Level 1 Inputs – Unadjusted quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
 
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds or credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.
 
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
 
A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.
 
Securities available for sale. Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets.  If quoted market prices are unavailable, fair value is estimated using quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Securities classified Level 3 in the Company's portfolio as of June 30, 2012 includes municipal bonds and one preferred equity security.
 
Impaired loans. Loans are measured for impairment using the methods permitted by ASC Topic 310. Fair value of impaired loans is measured by either the loans obtainable market price, if available (Level 1), the fair value of the collateral if the loan is collateral dependent (Level 2), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.
 
Other real estate owned. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of other real estate owned ("OREO") at June 30, 2012 are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or amounts commonly used in real estate transactions. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market, and thus OREO measured at fair value would be classified within Level 2 of the hierarchy.
 
Certain non-financial assets and non-financial liabilities are measured at fair value on a non-recurring basis including assets and liabilities related to reporting units measured at fair value in the testing of goodwill impairment, as well as intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.
 
The following table summarizes financial assets measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
(in thousands)
June 30, 2012
 
December 31, 2011
 
Securities available for sale measured at fair value
$
627,366
 
$
520,497
 
Fair Value Measurements Using:
           
  Quoted Prices in Active Markets For Identical Assets (Level 1)
$
21,065
 
$
3,203
 
  Significant Other Observable Inputs (Level 2)
$
599,658
 
$
509,778
 
  Significant Unoberservable Inputs (Level 3)
$
6,643
 
$
7,516
 
 
The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  While management believes the methodologies used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value.  The change in level 3 securities available for sale was due to $0.9 million in municipal bond principal repayments.
 
20

Gains and losses on securities (realized and unrealized) included in earnings (or changes in net assets) for the first six months of 2012 on a recurring basis are reported in noninterest income or other comprehensive income as follows:
 
(in thousands)
Noninterest Income
 
Other Comprehensive Income
 
Total gains included in earnings (or changes in net assets)
$
1,483
 
$
-
 
Impairment loss
$
-
 
$
-
 
Changes in unrealized gains (losses) relating to assets still held at June 30, 2012
$
-
 
$
1,831
 
 
The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of June 30, 2012 and December 31, 2011, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:
 
(in thousands)
At June 30, 2012
 
At December 31, 2011
 
Impaired loans measured at fair value
$
35,483
 
$
39,850
 
Fair Value Measurements Using:
           
  Quoted Prices in Active Markets For Identical Assets (Level 1)
$
-
 
$
-
 
  Significant Other Observable Inputs (Level 2)
$
3,931
 
$
8,113
 
  Significant Unoberservable Inputs (Level 3)
$
31,552
 
$
31,737
 
             
Other real estate owned measured at fair value
$
6,851
 
$
5,709
 
Fair Value Measurements Using:
           
  Quoted Prices in Active Markets For Identical Assets (Level 1)
$
-
 
$
-
 
  Significant Other Observable Inputs (Level 2)
 $
6,851
 
$
5,709
 
  Significant Unoberservable Inputs (Level 3)
$
-
 
$
-
 
 
ASC 825-10 provides the Company with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits the Company to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.
 
The Company has chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States, and as such has not included any gains or losses in earnings for the six months ended June 30, 2012 or 2011.
 
21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following management discussion and analysis is intended to highlight the significant factors affecting the Company's financial condition and results of operations presented in the consolidated financial statements included in this Form 10-Q. This discussion is designed to provide readers with a more comprehensive view of the operating results and financial position than would be obtained from reading the consolidated financial statements alone. Reference should be made to those statements for an understanding of the following review and analysis. The financial data at June 30, 2012 and for the six and three months that ended June 30, 2012 and 2011 have been derived from unaudited consolidated financial statements and include, in the opinion of management, all adjustments (consisting of normal recurring accruals and provisions) necessary to present fairly the Company's financial position and results of operations for such periods.
 
First Guaranty Bancshares, Inc. is a bank holding company headquartered in Hammond, LA with one wholly owned subsidiary, First Guaranty Bank.  First Guaranty Bank is a Louisiana state chartered commercial bank with 21 banking facilities including one drive-up only facility, located throughout southeast, southwest and north Louisiana.  The Company emphasizes personal relationships and localized decision making to ensure that products and services are matched to customer needs.  The Company competes for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees. 
 
Special Note Regarding Forward-Looking Statements
 
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a Company's anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects us from unwarranted litigation, if actual results are different from Management expectations. This discussion and analysis contains forward-looking statements and reflects Management’s current views and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “may,” “should,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties, including, changes in general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities, if any; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; changes in our organization, compensation and benefit plans; changes in our financial condition or results of operations that reduce capital available to pay dividends; and changes in the financial condition or future prospects of issuers of securities that we own, which could cause our actual results and experience to differ from the anticipated results and expectations, expressed in such forward-looking statements. 
 
22

Second Quarter and Six Months Financial Overview 2012
 
Financial highlights for the second quarter and six months of 2012 and 2011 are as follows:
 
First Guaranty Bancshares issued a ten percent stock dividend on February 24, 2012 to stockholders of record as of February 17, 2012.
   
Net income for the second quarter of 2012 and 2011 was $3.0 million and $2.4 million respectively.  Net income for the six months ended June 30, 2012 was $6.0 million compared to $4.8 million for the six months ended June 30, 2011. 
   
Net income available to common shareholders after preferred stock dividends was $2.5 million and $2.1 million for the second quarter of 2012 and 2011, respectively. Net income available to common shareholders after preferred stock dividends was $5.0 million and $4.1 million for the six months ended 2012 and 2011, respectively. The increase in net income for 2012 was primarily the result of higher interest income coupled with a decrease in interest expense and a lower provision for loan losses that were partially offset by higher noninterest expenses.
   
Earnings per common share were $0.39 and $0.34 for the second quarter of 2012 and 2011 and $0.80 and $0.67 for the six months ended June 30, 2012 and 2011, respectively.
   
Net interest income for the second quarter of 2012 was $10.8 million compared to $9.6 million for the same period in 2011.  Net interest income for the six months ended June 30, 2012 was $21.7 million compared to $19.1 million for the same period in 2011.  
   
Total assets at June 30, 2012 were relatively unchanged from December 31, 2011 at $1.4 billion. Total assets increased $10.3 million or 0.8% when compared to $1.4 billion at December 31, 2011. This increase in assets was from an increase in Federal Funds Purchased (short-term borrowings) and earnings retained in the Company.  These funds were invested in securities and loans.
   
Investment securities totaled $660.3 million at June 30, 2012, an increase of $27.2 million when compared to $633.2 million at December 31, 2011. At June 30, 2012, available for sale securities, at fair value, totaled $627.4 million, an increase of $106.9 million when compared to $520.5 million at December 31, 2011. At June 30, 2012, held to maturity securities, at amortized cost, totaled $33.0 million, a decrease of $79.7 million when compared to $112.7 million at December 31, 2011.
   
The net loan portfolio at June 30, 2012 totaled $587.4 million, a net increase of $23.2 million from the December 31, 2011 net loan portfolio of $564.2 million. Net loans are reduced by the allowance for loan losses which totaled $9.1 million at June 30, 2012 and $8.9 million at December 31, 2011.  Total loans net of unearned income were $596.6 million at June 30, 2012 compared to $573.1 million at December 31, 2011.
   
Return on average assets for the three months ended June 30, 2012 and June 30, 2011 was 0.88% and 0.81%, respectively.  Return on average assets for the six months ended June 30, 2012 and June 30, 2011 was 0.89% and 0.82%, respectively.  Return on average common equity for the three months ended June 30, 2012 and June 30, 2011 was 13.17% and 11.90%, respectively.  Return on average common shareholders’ equity for the six months ended June 30, 2012 and June 30, 2011 was 13.46% and 12.12%, respectively.  Return on average assets is calculated by dividing annualized net income before preferred dividends by average assets.  Return on average common shareholders’ equity is calculated by dividing net income by average common shareholders’ equity.
   
Book value per common share was $14.62 as of June 30, 2012 compared to $13.09 as of June 30, 2011.  Book value per share was $13.85 for December 31, 2011.
   
The Company's Board of Directors declared cash dividends of $0.16 per common share in the second quarter of 2012 and $0.15 per common share for the second quarter of 2011. Cash dividends declared for the six months ended June 30, 2012 and 2011 were $0.32 and $0.29 per common share, respectively.
 
23

Financial Condition
 
Changes in Financial Condition from December 31, 2011 to June 30, 2012
 
General.
 
Total assets at June 30, 2012 were relatively unchanged from December 31, 2011 at $1.4 billion. Total assets increased $10.3 million or 0.8% when compared to $1.4 billion at December 31, 2011. This increase in assets was from an increase in Federal Funds Purchased (short-term borrowings) and earnings retained in the Company.  These funds were invested in securities and loans.
 
Investment Securities.  
 
Investment securities at June 30, 2012 totaled $660.3 million, an increase of $27.2 million compared to $633.2 million at December 31, 2011.  The investment portfolio consisted of available for sale securities at their fair market value total of $627.4 million and held to maturity securities at amortized cost total of $33.0 million.  At December 31, 2011 held to maturity securities, at their amortized cost, total $112.7 million. The decrease from December 31, 2011 to June 30, 2012 in the Company’s held to maturity portfolio was mainly attributable to decreases in market interest rates that prompted bond issuers to redeem the bonds prior to maturity. The Company also had bonds that were classified as held to maturity that matured in the first six months of 2012.
 
The securities portfolio consisted principally of U.S. Government agency securities, corporate debt securities and municipal bonds. The securities portfolio provides the Company with a relatively stable source of income and provides a balance to credit risk when compared to other categories of assets. Management monitors the securities portfolio for both credit and interest rate risk.  The Company generally limits the purchase of corporate securities to individual issuers to manage concentration and credit risk. Corporate securities generally have a maturity of 10 years or less.  Government agency securities generally have maturities of 15 years or less. Corporate securities held at fair value totaled $181.9 million at June 30, 2012.  U.S. Government Agency securities that were held at fair value totaled $403.9 million at June 30, 2012. Agency securities that were held for maturity and carried at amortized cost totaled $33.0 million at June 30, 2012. The fair value of held to maturity agency securities was $33.3 million at June 30, 2012.
 
At June 30, 2012, $39.5 million or 6.0% of the securities portfolio was scheduled to mature in less than one year. Securities with contractual maturity dates over 10 years totaled $210.5 million or 31.9% of the total portfolio. The weighted average contractual maturity of the securities portfolio was 8.7 years.  The average maturity of the securities portfolio is affected by issuer call options which are influenced by market interest rates.
 
As of June 30, 2012, certain investment securities totaling $2.3 million had continuous unrealized loss positions for more than 12 months with unrealized losses totaling $0.3 million. These securities in an unrealized loss position for a period longer than 12 months were corporate debt securities. At June 30, 2012, 15 securities from 11 issuers were graded below investment grade with a total book value of $3.6 million.  Non-investment grade securities represent approximately 0.5% of the Company's total investment portfolio.  All of the Company’s non-investment grade securities referenced above were initially investment grade and have been downgraded since purchase. The non-investment grade securities are monitored by management.
 
Year to date 2012 and 2011 average securities as a percentage of average interest-earning assets were 50.9% and 46.4%, respectively. At June 30, 2012, the U.S. Government agency securities and municipal bonds qualified as securities pledge-able to collateralize repurchase agreements and public funds. Securities pledged totaled $443.2 million at June 30, 2012  and $428.6 million at December 31, 2011.  See Note 3 of the Notes to Consolidated Financial Statements for more information on investment securities.
 
Loans.
 
Net loans accounted for 43.1% of total assets at June 30, 2012, compared to 41.7% at December 31, 2011. There are no significant concentrations of credit to any individual borrower. As of June 30, 2012, 78.3% of our loan portfolio was secured primarily or secondarily by real estate. The largest portion of our loan portfolio, at 49.0%, is non-farm non-residential loans secured by real estate.
 
The net loan portfolio at June 30, 2012 totaled $587.4 million, a net increase of $23.2 million from the December 31, 2011 net loan portfolio of $564.2 million.  Net loans are reduced by the allowance for loan losses which totaled $9.1 million for June 30, 2012 and $8.9 million for December 31, 2011. Total loans include $17.0 million in syndicated loans. Syndicated loans meet the same underwriting criteria used when making in-house loans.  Loan charge-offs totaled $2.2 million during the first six months of 2012, compared to $4.2 million during the same period of 2011.  Recoveries totaled $0.3 million during the first six months of 2012 and $0.3 million for the same period in 2011.  See Note 4 of the Notes to Consolidated Financial Statements for more information on loans and Note 5 for information on the allowance for loan losses.
 
The Company revised and enhanced its credit risk rating system during the first six months of 2012.  The changes included increased weighting to cash flow analysis and less weighting to collateral valuation.  The methodology changes along with the identification of potential weaknesses in several credits resulted in an overall increase in special mention credits from 12/31/2011 to 6/30/2012.  The Company believes this enhanced methodology will contribute to earlier detection of problem credits and better monitoring of the loan portfolio.
 
24

Nonperforming Assets.
 
Nonperforming assets consist of loans on which interest is no longer accrued and real estate acquired through foreclosure (other real estate). The accrual of interest is discontinued on loans when management believes there is reasonable uncertainty about the full collection of principal and interest or when the loan is contractually past due 90 days or more and not fully secured. If the principal amount of the loan is adequately secured, then interest income on such loans is recognized only in periods in which actual payments are received.
 
The table below sets forth the amounts and categories of our non-performing assets and restructured loans where the interest rate or other terms have been renegotiated at the dates indicated.
 
(in thousands)
June 30, 2012
 
December 31, 2011
 
Nonaccrual loans:
       
Real Estate:
       
  Construction and land development
$
1,519
 
$
1,520
 
  Farmland
 
786
   
562
 
  1 - 4 family residential
 
5,428
   
5,647
 
  Multifamily
 
592
   
-
 
  Non-farm non-residential
 
9,450
   
12,400
 
    Total Real Estate
 
17,775
 
 
20,129
 
Non-Real Estate:
           
  Agricultural
 
739
 
 
315
 
  Commercial and industrial
 
1,068
   
1,986
 
  Consumer and other
 
77
   
20
 
    Total Non-Real Estate
 
1,884
 
 
2,321
 
Total nonaccrual loans
 
19,659
 
 
22,450
 
             
Loans 90 days and greater delinquent & accruing:
           
Real Estate:
           
  Construction and land development
 
-
   
-
 
  Farmland
 
-
   
-
 
  1 - 4 family residential
 
756
   
309
 
  Multifamily
 
-
   
-
 
  Non-farm non-residential
 
-
   
419
 
    Total Real Estate
 
756
 
 
728
 
 Non-Real Estate:
           
  Agricultural
 
-
 
 
-
 
  Commercial and industrial
 
-
   
-
 
  Consumer and other
 
-
   
8
 
    Total Non-Real Estate
 
-
 
 
8
 
Total loans 90 days and greater delinquent & accruing
 
756
 
 
736
 
             
Total non-performing loans
 
20,415
 
 
23,186
 
             
Real Estate Owned:
           
Real Estate Loans:
           
  Construction and land development
 
1,021
   
1,161
 
  Farmland
 
-
   
-
 
  1 - 4 family residential
 
994
   
1,342
 
  Multifamily
 
-
   
-
 
  Non-farm non-residential
 
4,836
   
3,206
 
    Total Real Estate
 
6,851
 
 
5,709
 
Non-Real Estate Loans:
           
  Agricultural
 
-
 
 
-
 
  Commercial and industrial
 
-
   
-
 
  Consumer and other
 
-
   
-
 
    Total Non-Real Estate
 
-
 
 
-
 
Total Real Estate Owned
 
6,851
 
 
5,709
 
             
Total non-performing assets
$
27,266
 
$
28,895
 
             
Restructured Loans:            
In compliance with modified terms
$
14,714
 
$
17,547
 
Past due 30 through 89 days and still accruing   916     -  
Subsequently defaulted
 
1,074
   
-
 
Total restructured loans
$
16,704
 
$
17,547
 
25

Nonperforming assets totaled $27.3 million or 2.0% of total assets at June 30, 2012, a decrease of $1.6 million from December 31, 2011. Management has not identified additional information on any loans not already included in impaired loans or the nonperforming asset total that indicates possible credit problems that could cause doubt as to the ability of borrowers to comply with the loan repayment terms in the future.
 
Nonaccrual loans totaled $19.7 million as of June 30, 2012.  The nonaccrual loans are concentrated in six credit relationships that total approximately $10.5 million or 53.5% of the nonaccrual balance.  The nonaccrual loan total includes approximately $3.7 million in a participation loan secured by a hotel, $3.7 million secured by two motels, $1.1 million secured by a personal residence, $0.7 million secured by real estate and equipment, $0.7 million secured by equipment and accounts receivable, and $0.6 million secured by real estate and farm land.
 
Nonaccrual loans decreased in aggregate $2.8 million from December 31, 2011 to June 30, 2012. The decrease represents $7.8 million in loans, at December 31, 2011, that were charged-off, foreclosed upon and collateral was transferred to other real estate, or was returned to performing status which was partially offset by $5.0 million of loans in which interest is no longer accrued at June 30, 2012.
 
Construction and land development nonaccrual loans remained relatively unchanged at $1.5 million as of June 30, 2012 and 2011.
 
Nonaccrual loans secured by farmland increased $0.2 million from $0.6 million at December 31, 2011 to $0.8 million at June 30, 2012.
 
One-to-four family residential nonaccrual loans decreased $0.2 million to $5.4 million at June 30, 2012 from $5.6 million at December 31, 2012. 
 
Multifamily nonaccrual loans increased by $0.6 million in the first six months of 2012 and at December 31, 2011 there were no nonaccrual loans in the multifamily category. The increase is due to one loan in this category delinquent more than 90 days in which interest is no longer accrued.
 
Non-farm non-residential nonaccrual loans decreased $3.0 million from December 31, 2011 to June 30, 2012. This category constitutes $9.5 million or 48.1% of total nonaccrual loans. This category includes loans secured by owner and non-owner occupied commercial real estate. The decrease from December 31, 2011 is due to one loan secured by an entertainment complex totaling $2.7 million that the Company foreclosed upon and repossessed the collateral.
 
Commercial and industrial nonaccrual loans decreased by $0.9 million to $1.1 million at June 30, 2012 from $2.0 million at December 31, 2011. This can be mainly attributed to one loan secured by equipment and accounts receivable totaling $0.8 million in which the collateral was liquidated and applied to the principal balance.
             
Other Real Estate Owned (OREO) totaled $6.9 million as of June 30, 2012 compared to $5.7 million at December 31, 2011. OREO is composed of several one to four family residential properties totaling $1.0 million, construction and land development lots of approximately $1.0 million, and commercial properties totaling $4.8 million. The increase in OREO from December 31, 2011 is due to the addition of one property totaling $2.2 million. This was the entertainment complex from the foreclosed loan in the non-farm non-residential loan category discussed in the nonaccrual section. There were also several small properties added to OREO totaling $1.1 million. The increases were partially offset by write-downs of properties in OREO totaling $0.8 million and sales of OREO of $1.4 million through the first six months of 2012. Additionally, the Company had recoveries of prior write-downs of OREO of $0.2 million in the first six months of 2012. 
 
Restructured loans totaled $16.7 million as of June 30, 2012. These restructured loans were comprised of ten contracts which were from five credit relationships. Of those five credit relationships, two of the relationships totaled $14.7 million.  The largest credit relationship for $8.7 million is secured by commercial real estate and land development properties.  The second largest credit relationship for $6.0 million is secured by an apartment complex. The modifications were concessions on the interest rate charged for these loans.  The effect of the modifications to the Company was a reduction in interest income. One loan, with a principal balance totaling $1.1 million, secured by a personal residence, defaulted after the debt was restructured. The concession on the restructured loan that defaulted was a lower interest rate. These loans still have an allocated reserve in the Company's reserve for loan losses. During the second quarter of 2012, there were no loans that were restructured in a troubled debt restructuring.
 
Impaired loans totaled $45.3 million as of June 30, 2012.  Impaired loans with a valuation allowance totaled $35.5 million and impaired loans without a valuation allowance totaled $9.8 million.  Included in the impaired loan total were $16.7 million in troubled debt restructurings, $14.7 million of which that are performing under their new terms.  For more information, see Note 5 to Consolidated Financial Statements.
 
26

Allowance for Loan Losses. 
 
The allowance for loan losses is maintained at a level considered sufficient to absorb potential losses embedded in the loan portfolio. The allowance is increased by the provision for anticipated loan losses as well as recoveries of previously charged-off loans and is decreased by loan charge-offs. The provision is the necessary charge to current expense to provide for current loan losses and to maintain the allowance at a level commensurate with Management’s evaluation of the risks inherent in the loan portfolio. Various factors are taken into consideration when determining the amount of the provision and the adequacy of the allowance. These factors include but are not limited to:
 
past due and nonperforming assets;
specific internal analysis of loans requiring special attention;
the current level of regulatory classified and criticized assets and the associated risk factors with each;
changes in underwriting standards or lending procedures and policies;
charge-off and recovery practices;
national and local economic and business conditions;
nature and volume of loans;
overall portfolio quality;
adequacy of loan collateral;
quality of loan review system and degree of oversight by its Board of Directors;
competition and legal and regulatory requirements on borrowers;
examinations of the loan portfolio by federal and state regulatory agencies and examinations; and
review by our internal loan review department and independent accountants.
 
The data collected from all sources in determining the allowance for loan losses is evaluated on a regular basis by Management with regard to current national and local economic trends, prior loss history, underlying collateral values, credit concentrations and industry risks. An estimate of potential loss on specific loans is developed in conjunction with an overall risk evaluation of the total loan portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available.
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors.  An unallocated component is maintained to cover uncertainties that could affect Management's estimate of probable losses.
 
Provisions made pursuant to these processes totaled $2.1 million in the first six months of 2012 compared to $3.4 million for the same period in 2011. Total charge-offs were $2.2 million for first six months of 2012 as compared to $4.2 million for the same period in 2011.  Recoveries totaled $0.3 million during the first six months of 2012 and $0.3 million during the first six months of 2011.

The loans that the Company charged-off in the first six months of 2012 consisted of two large partially charged-off loans and one fully charged-off loan. Together these three charged-off loans totaled $1.4 million and consisted of $0.5 million on a loan secured by an entertainment complex that was foreclosed upon, $0.7 million on a loan secured by a personal residence, and $0.3 million on a loan secured by equipment. These charges were taken after appraisals on the properties and equipment indicated an impairment of the Company’s collateral position.
 
27

 
All accrued but uncollected interest related to a loan is deducted from income in the period the loan is assigned a nonaccrual status. During the period a loan is in nonaccrual status, any cash receipts are first applied to the principal balance. Once the principal balance has been fully recovered, any residual amounts are applied to expenses resulting from the collection of the payment and to the recovery of any reversed interest income and interest income that would have been due had the loan not been placed on nonaccrual status. As of June 30, 2012 and December 31, 2011 the Company had loans totaling $19.7 million and $22.5 million, respectively, on which the accrual of interest had been discontinued. The allowance for loan losses at June 30, 2012 was $9.1 million or 44.6% of nonperforming loans.  At June 30, 2012 loans classified as TDRs totaled $16.7 million. The portion of the allowance for loan losses associated with TDRs was $0.8 million or 8.6% of total reserve. See Note 4 and 5 of the Notes to Consolidated Financial Statements for more information on loans and the allowance for loan losses.
 
Other information relating to loans, the allowance for loan losses and other pertinent statistics follows.
 
(in thousands)
June 30, 2012
 
June 30, 2011
 
Loans:
           
Average outstanding balance (net of unearned income, including loans held for sale)
$
577,254
 
$
554,425
 
Balance at end of period (net of unearned income, including loans held for sale)
$
597,011
 
$
546,152
 
             
Allowance for Loan Losses:
           
Balance at beginning of year
$
8,879
 
$
8,317
 
  Charge-offs
 
(2,178
)
 
(4,186
  Recoveries
 
336
   
303
 
  Provision
 
2,104
   
3,351
 
Balance at end of period
$
9,141
 
$
7,785
 
 
 
Other assets.
 
Other assets at June 30, 2012 were $30.5 million compared to $4.9 million at December 31, 2011. The increase in other assets is due to an increase in accounts receivable totaling $25.0 million from bonds that were called on June 30, 2012 that the Company did not receive funds for until July 2, 2012.
 
28

Deposits.
 
Managing the mix and pricing the maturities of deposit liabilities is an important factor affecting our ability to maximize our net interest margin. The strategies used to manage interest-bearing deposit liabilities are designed to adjust as the interest rate environment changes. In this regard, management regularly assesses our funding needs, deposit pricing and interest rate outlooks. From December 31, 2011 to June 30, 2012, total deposits decreased by $1.6 million to $1.2 billion at June 30, 2012.  Noninterest-bearing demand deposits increased $2.7 million from December 31, 2011 to June 30, 2012. Interest-bearing demand deposits increased by $11.1 million when comparing June 30, 2012 to December 31, 2011. Time deposits decreased $17.1 million, or 2.5% to $675.4 million at June 30, 2012, compared to $692.5 million at December 31, 2011.
 
At June 30, 2012, public fund deposits totaled $452.5 million.  During the first six months of 2012, public fund deposits increased $20.6 million. The Company has developed a program for the development and management of public fund deposits.  Since 2007, the Company has maintained public fund deposits in excess of $175.0 million.  These deposits are with local government entities such as school districts, hospital districts, sheriff departments and other municipalities.  Several of these accounts are under contracts with terms up to three years.  Public funds deposit accounts are collateralized by FHLB letters of credit, U.S. Government securities, and by eligible U.S. Government agency securities such as those issued by the FHLB, FFCB, FNMA, and FHLMC.  Management believes that public funds provide a low cost and stable source of funding for the Company.
 
As of June 30, 2012, the aggregate amount of outstanding time deposits in amounts greater than or equal to $100,000 was approximately $446.3 million.  At June 30, 2012, $276.8 million or 41.0% of the Company's time deposits had a remaining term greater than one year.
 
As we seek to maintain a strong net interest margin and improve our earnings, attracting core noninterest-bearing deposits will remain a key element of the Company’s strategy. Management will continue to evaluate and update our product mix in its efforts to attract additional core customers. We currently offer a number of noninterest-bearing deposit products that are competitively priced and designed to attract and retain customers with emphasis on core deposits.
 
The following table sets forth the distribution of our total deposit accounts, by account type, for the periods indicated.
         
Increase / (Decrease)
 
(in thousands except for %)
June 30, 2012
 
December 31, 2011
 
Amount
 
Percent
 
Noninterest-bearing demand
$
170,665
 
$
167,925
 
$
2,740
 
1.6
%
 
Interest-bearing demand
 
300,527
   
289,408
   
11,119
 
3.8
%
 
Savings
 
59,157
   
57,452
   
1,705
 
3.0
%
 
Time
 
675,397
   
692,517
   
(17,120
)
-2.5
%
 
Total deposits
$
1,205,746
 
$
1,207,302
 
$
(1,556
)
-0.1
%
 
 
The following table sets forth the distribution of our time deposit accounts.
 
(in thousands)
June 30, 2012
 
Time deposits of less than $100,000
$
229,112
 
Time deposits of $100,000 through $250,000
 
159,478
 
Time deposits of more than $250,000
 
286,807
 
Total Time Deposits
$
675,397
 
 
The following table sets forth public funds as a percent of total deposits.
 
(in thousands except for %)
June 30, 2012
 
December 31, 2011
 
December 31, 2010
 
December 31, 2009
 
December 31, 2008
 
Total Public Funds
$
452,470
 
$
431,905
 
$
356,153
 
$
268,474
 
$
225,766
 
Total Deposits
$
1,205,746
 
$
1,207,302
 
$
1,007,383
 
$
799,746
 
$
780,382
 
Total Public Funds as a percent of Total Deposits
 
37.5
%  
35.8
%
 
35.4
%  
33.6
%  
28.9
%
 
29

Borrowings.
 
The Company maintains borrowing relationships with other financial institutions as well as the Federal Home Loan Bank on a short and long-term basis to meet liquidity needs. At June 30, 2012, short-term borrowings totaled $19.4 million compared to $12.2 million at December 31, 2011, and consisted of repurchase agreements and federal funds purchased. Overnight repurchase agreement balances are monitored daily for sufficient collateralization. The Company had long-term borrowings totaling $1.4 million as of June 30, 2012 and $3.2 million at December 31, 2011. The Company pays $50,000 principal per month on its long-term debt that is priced at WSJ prime plus 75 basis points (currently 4.0%). In addition to the $300,000 in monthly principal payments for the first six months of 2012, the Company also made pay downs totaling $1.5 million. The accelerated repayment of the Company’s long-term debt is a strategy by Management to reduce interest costs while yields on securities remain low.  
 
The average amount of total short-term borrowings for the first six months of 2012 totaled $13.0 million, compared to $15.1 million for the same period in 2011. At June 30, 2012, the Company had $60.0 million in Federal Home Loan Bank letters of credit outstanding obtained solely for collateralizing public deposits.
 
The Company also maintains a $2.5 million revolving line of credit.  There was no balance on this credit facility at June 30, 2012 or December 31, 2011.  This credit facility and the $1.4 million in long-term debt are secured by a portion of the Company's ownership in its subsidiary First Guaranty Bank.
 
Equity.  
 
Stockholders’ equity provides a source of permanent funding, allows for future growth and the ability to absorb unforeseen adverse developments. Total equity increased to $131.4 million as of June 30, 2012 from $126.6 million at December 31, 2011. The increase in stockholders' equity was the result of the increase in retained earnings totaling $3.0 million and an increase in accumulated other comprehensive income totaling $1.8 million. The increase in retained earnings was attributable to year to date earnings of $6.0 million which was partially offset by dividends paid to common shareholders totaling $2.0 million and dividends paid on preferred stock totaling $1.0 million. The increase in accumulated other comprehensive income was solely from increases in unrealized gains on available for sale securities. Stockholders’ equity was slightly decreased by the purchase of 1,160 shares of the Company’s common stock totaling $22,000.  
 
Results of Operations for the three and six months ended June 30, 2012 and 2011
  
Net Income.
 
Net income for the second quarter ending June 30, 2012 was $3.0 million, an increase of $0.6 million from $2.4 million for the quarter ending June 30, 2011.  Net income for the six months ended June 30, 2012 was $6.0 million, an increase of $1.2 million or 25.6% from $4.8 million for the six months ended June 30, 2011. For the quarter ending June 30, 2012, the Company had net income available to common shareholders of $2.5 million, an increase of $0.4 million from the same quarter in 2011 net income available to common shareholders of $2.1 million. Net income available to common shareholders for the six months ended June 30, 2012 was $5.0 million which is an increase of $0.9 million from $4.1 million for the same period in 2011. The increase in income can be attributed to an increase in interest income from a higher volume of interest earning assets coupled with lower interest expense when compared year over year.  Net gains on securities for the second quarter of 2012 and 2011 were $0.8 million and $2.2 million, respectively. Net gains on securities for the first six months of 2012 and 2011 were $1.5 million and $2.2 million.  Earnings per common share for the second quarter ended June 30, 2012 was $0.39 per common share, an increase of 14.7% or $0.05 per common share from $0.34 per common share for the second quarter ended June 30, 2011. Earnings per common share for the six months ended June 30, 2012 was $0.80 per common share, an increase of 19.4% or $0.13 per common share from $0.67 per common share for the six months ended June 30, 2011.
 
Net Interest Income.
 
Net interest income is the largest component of our earnings, and is calculated by subtracting the cost of interest-bearing liabilities from the income earned on interest-earning assets. This represents the earnings from our primary business of taking in deposits and then using those funds to invest in loans and investment securities. Our long-term objective is to manage net interest income to provide maximum income, while balancing interest rate risk, credit risk, and liquidity risks.
 
A financial institution’s asset and liability structure is substantially different from that of a non-financial company, in that virtually all assets and liabilities are monetary in nature. Accordingly, changes in interest rates, which are generally impacted by inflation rates, may have a significant impact on a financial institutions performance. The impact of interest rate changes depends on the sensitivity to the change of our interest-earning assets and interest-bearing liabilities. The effects of the varying interest rate environment in recent years and the Company’s interest sensitivity position will be discussed below.
 
Net interest income in the second quarter of 2012 was $10.8 million compared to $9.6 million for the second quarter of 2011. Net interest income for the first six months of 2012 and 2011 was $21.7 million and $19.1 million, respectively.  Interest from loans represent the largest portion of  interest income from the Company's interest-earning assets, and 43.1% of our total loans are floating rate loans which are primarily tied to the prime lending rate. Of the $257.4 million of loans that have floating rates, $255.6 million are currently at their floor rate. The loan floors were the first step to improving net interest income after the prime rate dropped 400 basis points in 2008. This strategy has continued through 2012. The lower cost of our interest-bearing liabilities reflects a lower cost of funds from the company repricing deposits down and a decrease in  interest-bearing liabilities. As of June 30, 2012, time deposits represented 56.0% of total deposits, which is a decrease from 57.4% of total deposits at December 31, 2011.
 
30

The average yield on interest-earning assets decreased from 4.73% at June 30, 2011 to 4.36% at June 30, 2012. The interest-bearing liabilities average yield decreased to 1.32% at June 30, 2012, compared to 1.64% at June 30, 2011. The net yield on interest-earning assets was 3.04% for the six months ended June 30, 2012, compared to 3.10% for the same period in 2011.
 
The net interest income yield shown below in the average balance sheet is calculated by dividing net interest income by average interest-earning assets and is a measure of the efficiency of the earnings from balance sheet activities. It is affected by changes in the difference between interest on interest-earning assets and interest-bearing liabilities and the percentage of interest-earning assets funded by interest-bearing liabilities.
 
The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
 
 
June 30, 2012
 
June 30, 2011
 
(in thousands except for %)
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
 
Assets
                                   
Interest-earning assets:
                                   
Interest-earning deposits with banks (1)
$
38,899
 
$
36
 
0.19
%
 
$
25,665
 
$
23
 
0.18
%
 
Securities (including FHLB stock)
 
670,723
   
10,938
 
3.27
%
   
524,332
   
9,797
 
3.77
%
 
Federal funds sold
 
30,380
   
7
 
0.05
%
   
15,894
   
9
 
0.11
%
 
Loans, net of unearned income
 
577,254
   
17,635
 
6.13
%
   
564,882
   
16,706
 
5.96
%
 
Total interest-earning assets
 
1,317,256
 
 
28,616
 
4.36
%
 
 
1,130,773
 
 
26,535
 
4.73
%
 
                                     
Noninterest-earning assets:
                                   
Cash and due from banks
 
10,128
             
 
10,370
             
Premises and equipment, net
 
19,844
               
16,565
             
Other assets
 
13,484
               
10,574
             
Total Assets
$
1,360,712
             
$
1,168,282
             
                                     
Liabilities and Stockholders' Equity
                                   
Interest-bearing liabilities:
                                   
Demand deposits
$
309,945
 
$
700
 
0.45
%
 
$
197,308
 
$
405
 
0.41
%
 
Savings deposits
 
58,587
   
27
 
0.09
%
   
48,924
   
22
 
0.09
%
 
Time deposits
 
670,468
   
6,123
 
1.83
%
   
660,824
   
7,030
 
2.15
%
 
Borrowings
 
15,779
   
73
 
0.92
%
   
13,881
   
14
 
0.20
%
 
Total interest-bearing liabilities
 
1,054,779
 
 
6,923
 
1.32
%
 
 
920,937
 
 
7,471
 
1.64
%
 
                                     
Noninterest-bearing liabilities:
                                   
Demand deposits
 
170,811
             
 
140,509
             
Other
 
5,826
               
6,784
             
Total Liabilities
 
176,637
             
 
1,068,230
             
                                     
Stockholders' equity
 
129,296
               
100,052
             
Total Liabilities and Stockholders' Equity
$
1,360,712
             
$
1,168,282
             
Net interest income
     
$
21,693
             
$
19,064
       
                                     
Net interest rate spread (2)
           
3.04
%
             
3.10
%
 
Net interest-earning assets (3)
$
262,477
             
$
209,836
             
Net interest margin (4)
           
3.30
%
             
3.40
%
 
                                     
Average interest-earning assets to interest-bearing liabilities
           
124.88
%
             
122.79
%
 
 
(1)
Interest-earning deposits with banks include reserves kept with the Federal Reserve Bank that are classified on the balance sheet as "cash and due from banks". The reserves are not classified as interest-earning demand deposits on the balance sheet because interest is only paid on amounts in excess of minimum reserve requirements.
(2)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
 
31

Provision for Loan Losses.
 
The provision for loan losses was $0.9 million and $2.9 million for the second quarter of 2012 and 2011, respectively. For the six months ending June 30, 2012, the provision for loan loss was $2.1 million, a decrease from $3.4 million for the first six months of 2011. Of the loan charge-offs for the second quarter of 2012, approximately $1.5 million were loans secured by real estate and $0.7 million were loans not secured by real estate.   The allowance for loan losses at June 30, 2012 was $9.1 million, compared to $8.9 million at December 31, 2011, and was 1.53% and 1.55% of total loans, respectively. Management believes that the allowance is adequate to cover losses in the loan portfolio given the current economic conditions, expected net charge-offs and nonperforming asset levels.
 
Noninterest Income.
 
For the quarters ending June 30, 2012 and 2011, noninterest income totaled $2.4 million and $3.7 million, respectively. Service charges, commissions and fees totaled $1.2 million for the second quarter ended June 30, 2012 and $1.1 million for the same period of 2011. Net securities gains were $0.8 million for the second quarter of 2012 compared to $2.2 million in 2011. Other noninterest income remained relatively unchanged at $0.4 million for the second quarter ended June 30, 2012 and 2011. Noninterest income totaled $4.7 million for the six months ended June 30, 2012; a decrease of $0.3 million when compared to $5.0 million for the six months ended June 30, 2011. Service charges, commissions and fees totaled $2.4 million for the six months ended June 30, 2012 and $2.1 million for the same period of 2011. Net securities gains were $1.5 million for the first six months of 2012 compared to $2.2 million in 2011. Other noninterest income increased by $0.2 million to $0.8 million in the first six months of 2012 compared to $0.6 million for the same period in 2011.
 
Noninterest Expense.
 
Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses.  Noninterest expense totaled $7.9 million in the second quarter of 2012 and $6.7 million in 2011. Noninterest expense increased from $13.3 million for the first six months of 2011 to $15.1 million for the first six months of 2012. Salaries and benefits totaled $3.4 million for the second quarter of 2012 compared to $2.9 million for the second quarter of 2011. For the first six months of 2012 and 2011, salaries and benefits totaled $6.7 million and $6.0 million, respectively. Occupancy and equipment expense totaled $0.9 million for the second quarter of 2012 and $0.8 million for the second quarter of 2011. Occupancy and equipment expense totaled $1.9 million for the first six months of 2012 and $1.6 million for the same period in 2011. Other noninterest expense totaled $3.6 million in the second quarter of 2012, compared to $2.9 million the second quarter of 2011.  Other noninterest expense increased by $0.8 million to $6.5 million for the six months ended June 30, 2012 from $5.7 million for the six months ended June 30, 2011. The increases in other noninterest expense were mainly the result of an increase in other real estate and repossession expense of $0.7 million when comparing the six months that ended June 30, 2012 to the same period in 2011. The other real estate and repossession cost through June 30, 2012 consisted of write downs of the Company’s other real estate owned totaling $0.8 million and $0.4 million of cost incurred maintaining the properties and protecting the Company’s interest. These expenses were partially offset by recoveries of the Company’s prior write-downs of OREO totaling $0.2 million.
 
The following is a summary of the significant components of other noninterest expense:
 
 
Six Months Ended June 30,
 
Three Months Ended June 30,
 
(in thousands)
2012
 
2011
 
2012
 
2011
 
Other noninterest expense:
                   
Legal and professional fees
$
1,089
 
$
961
 
$
601
 
$
591
 
Data processing
 
1,365
   
1,119
   
703
   
555
 
Marketing and public relations
 
420
   
529
   
246
   
204
 
Taxes - sales, capital, and franchise
 
359
   
363
   
181
   
188
 
Operating supplies
 
275
   
265
   
131
   
132
 
Travel and lodging
 
285
   
194
   
155
   
94
 
Net costs from other real estate and repossessions
 
901
   
196
   
582
   
135
 
Regulatory assessment
 
497
   
948
   
293
   
475
 
Other
 
1,350
   
1,155
   
689
   
569
 
Total other expense
$
6,541
 
$
5,730
 
$
3,581
 
$
2,943
 
 
Income Taxes.
 
The provision for income taxes was $1.5 million and $1.3 million for the quarters ended June 30, 2012 and 2011.  The provision for the six months ended June 30, 2012 and 2011 was $3.1 million and $2.6 million, respectively. The increase in the provision for income taxes is a result of higher income through the first six months of 2012 when compared to same period in 2011. The Company's statutory tax rate was 34.0% which was unchanged from the second quarter of 2011.
 
32

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
 
Asset/Liability Management and Market Risk
    
Asset/Liability Management.
 
Our asset/liability management (ALM) process consists of quantifying, analyzing and controlling interest rate risk (IRR) to maintain reasonably stable net interest income levels under various interest rate environments. The principal objective of ALM is to maximize net interest income while operating within acceptable limits established for interest rate risk and maintain adequate levels of liquidity.
 
The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk. Our assets, consisting primarily of loans secured by real estate, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, our Board of Directors has established an Asset/Liability Committee which is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the Board of Directors. Senior Management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee, which consists of executive Management and other bank personnel operating under a policy adopted by the Board of Directors, meets as needed to review our asset/liability policies and interest rate risk position.
 
The interest spread and liability funding discussed below are directly related to changes in asset and liability mixes, volumes, maturities and repricing opportunities for interest-earning assets and interest-bearing liabilities. Interest-sensitive assets and liabilities are those which are subject to being repriced in the near term, including both floating or adjustable rate instruments and instruments approaching maturity. The interest sensitivity gap is the difference between total interest-sensitive assets and total interest-sensitive liabilities. The gap report uses the contractual maturity of both assets and deposits.  The actual maturity may differ due to prepayment options associated with either assets or liabilities.  For example, most of the government securities owned by the Company are callable bonds and these may be repaid sooner than their contractual maturity. Interest rates on our various asset and liability categories do not respond uniformly to changing market conditions. Interest rate risk is the degree to which interest rate fluctuations in the marketplace can affect net interest income.
 
To maximize our margin, we attempt to be somewhat more asset sensitive during periods of rising rates and more liability sensitive during periods of falling rates. The need for interest sensitivity gap management is most critical in times of rapid changes in overall interest rates. We generally seek to limit our exposure to interest rate fluctuations by maintaining a relatively balanced mix of rate sensitive assets and liabilities on a one-year time horizon. The mix is relatively difficult to manage because of the significant impact on net interest margin from mismatches in repricing opportunities; the asset-liability mix is monitored periodically depending upon management’s assessment of current business conditions and the interest rate outlook. Exposure to interest rate fluctuations is maintained within prudent levels by the use of varying investment strategies.
 
We monitor interest rate risk using an interest sensitivity analysis set forth on the following table. This analysis, which we prepare monthly, reflects the maturity and repricing characteristics of assets and liabilities over various time periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at June 30, 2012 shown below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
 
 
June 30, 2012
 
 
Interest Sensitivity Within
 
(in thousands except for %)
3 Months Or Less
 
Over 3 Months thru 12 Months
 
Total One Year
 
Over One Year
 
Total
 
Earning Assets:
                   
Loans (including loans held for sale)
$
82,409
 
$
168,144
 
$
250,553
 
$
346,458
 
$
597,011
 
Securities (including FHLB stock)
 
22,163
   
17,344
   
39,507
   
621,929
   
661,436
 
Federal Funds Sold
 
1,925
   
-
   
1,925
   
-
   
1,925
 
Other earning assets
 
32,112
   
-
   
32,112
   
-
   
32,112
 
Total earning assets
$
138,609
 
$
185,488
 
$
324,097
 
$
968,387
 
$
1,292,484
 
                               
Source of Funds:
                             
Interest-bearing accounts:
                             
  Demand deposits
$
150,264
 
$
-
 
$
150,264
 
$
150,263
 
$
300,527
 
  Savings deposits
 
14,789
   
-
   
14,789
   
44,368
   
59,157
 
  Time deposits
 
201,445
   
197,122
   
398,567
   
276,830
   
675,397
 
  Short-term borrowings
 
19,405
   
-
   
19,405
   
-
   
19,405
 
  Long-term borrowings
 
-
   
-
   
-
   
1,400
   
1,400
 
Noninterest-bearing, net
 
-
   
-
   
-
   
236,598
   
236,598
 
Total source of funds
$
385,903
 
$
197,122
 
$
583,025
 
$
709,459
 
$
1,292,484
 
                               
Period gap
$
(247,294
)
$
(11,634
)
$
(258,928
)
$
258,928
       
Cumulative gap
$
(247,294
)
$
(258,928
)
$
(258,928
)
$
-
       
                               
Cumulative gap as a percent of earning assets
 
-19.13
%
 
-20.03
%
 
-20.03
%
           
 
33

Liquidity and Capital Resources
 
Liquidity.
 
Liquidity refers to the ability or flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows the Company to have sufficient funds available to meet customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Liquid assets include cash and due from banks, interest-earning demand deposits with banks, federal funds sold and available for sale investment securities, including securities pledged to collateralize public fund deposits. These assets represent 26.8% and 27.9% of the total liquidity base at June 30, 2012 and December 31, 2011, respectively.
 
Loans maturing or repricing within one year or less at June 30, 2012 totaled $233.7 million.  At June 30, 2012, time deposits maturing within one year or less totaled $398.9 million.
 
The Company maintained a net borrowing capacity at the Federal Home Loan Bank totaling $106.0 million and $134.9 million at June 30, 2012 and December 31, 2011, respectively. The decrease in availability at Federal Home Loan Bank during 2012 primarily resulted from the decrease of our blanket lien availability. We also maintain federal funds lines of credit at three correspondent banks with borrowing capacity of $45.0 million and a revolving line of credit for $2.5 million as of June 30, 2012. The Company did not have an outstanding balance on these lines of credit as of June 30, 2012. Management believes there is sufficient liquidity to satisfy current operating needs.
 
Capital Resources.
 
The Company's capital position is reflected in stockholders’ equity, subject to certain adjustments for regulatory purposes. Further, our capital base allows us to take advantage of business opportunities while maintaining the level of resources we deem appropriate to address business risks inherent in daily operations.
 
Total equity increased to $131.4 million as of June 30, 2012 from $126.6 million at December 31, 2011. The increase in stockholders' equity was the result of the increase in retained earnings totaling $3.0 million and an increase in accumulated other comprehensive income totaling $1.8 million. The increase in retained earnings was attributable to year to date earnings of $6.0 million which was partially offset by dividends paid to common shareholders totaling $2.0 million and dividends paid on preferred stock totaling $1.0 million. The increase in accumulated other comprehensive income was solely from increases in unrealized gains on available for sale securities. Stockholders’ equity was slightly decreased by the purchase of 1,160 shares of the Company’s common stock totaling $22,000.
 
Regulatory Capital. 
 
Risk-based capital regulations adopted by the FDIC require banks to achieve and maintain specified ratios of capital to risk-weighted assets. Similar capital regulations apply to bank holding companies. The risk-based capital rules are designed to measure “Tier 1” capital (consisting of common equity, retained earnings and a limited amount of qualifying perpetual preferred stock and trust preferred securities, net of goodwill and other intangible assets and accumulated other comprehensive income) and total capital in relation to the credit risk of both on- and off- balance sheet items. Under the guidelines, one of its risk weights is applied to the different on balance sheet items. Off-balance sheet items, such as loan commitments, are also subject to risk weighting. All bank holding companies and banks must maintain a minimum total capital to total risk weighted assets ratio of 8.00%, at least half of which must be in the form of core or Tier 1 capital. These guidelines also specify that bank holding companies that are experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels.
 
 
As of June 30, 2012
 
 
"Well Capitalized Minimums"
 
Actual    
 
Tier 1 Leverage Ratio
           
  Consolidated
5.00
%
 
8.93
%
 
  Bank
5.00
%
 
8.93
%
 
             
Tier 1 Risk-based Capital Ratio
           
  Consolidated
6.00
%
 
13.61
%
 
  Bank
6.00
%
 
13.61
%
 
             
Total Risk-based Capital Ratio
           
  Consolidated
10.00
%
 
14.64
%
 
  Bank
10.00
%
 
14.65
%
 
 
At June 30, 2012, we satisfied the minimum regulatory capital requirements and were well capitalized within the meaning of federal regulatory requirements.
 
34

Item 4. Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
As defined by the Securities and Exchange Commission in Exchange Act Rules 13a-15(e) and 15d-15(e), a Company's “disclosure controls and procedures” means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within time periods specified in the Commission’s rules and forms. The Company maintains such controls designed to ensure this material information is communicated to Management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decision regarding required disclosure.
 
Management, with the participation of the CEO and CFO, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, the CEO and CFO have concluded that the disclosure controls and procedures as of the end of the period covered by this quarterly report are effective. There were no changes in the Company's internal control over financial reporting during the last fiscal quarter in the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
 
The Company is subject to various other legal proceedings in the normal course of business and otherwise. It is management's belief that the ultimate resolution of such other claims will not have a material adverse effect on the Company's financial position or results of operations.
 
PART II.  OTHER INFORMATION
 
Item 1.      Legal Proceedings
 
The Company is subject to various other legal proceedings in the normal course of business and otherwise. It is management's belief that the ultimate resolution of such other claims will not have a material adverse effect on the Company's financial position or results of operations.
 
Item 1A.  Risk Factors
 
There have been no material changes in the risk factors disclosed by the Company in its Annual Report on Form 10-K with the Securities and Exchange Commission.
 
 
Exhibit
 
Number
Exhibit
   
   31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
   31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
   32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
   32.2
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
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SIGNATURES
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
FIRST GUARANTY BANCSHARES, INC.
     
     
     
     
Date:   August 13, 2012
 
By: /s/ Alton B. Lewis
   
Alton B. Lewis
   
Principal Executive Officer
     
     
Date:   August 13, 2012
 
By: /s/ Eric J. Dosch
   
Eric J. Dosch
   
Principal Financial Officer
   
Secretary and Treasurer
 
 
 
 
36