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First Guaranty Bancshares, Inc. - Quarter Report: 2015 September (Form 10-Q)

form10q63015.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 September 30, 2015
Commission File Number 001-37621
 
FGB LOGO
 
 
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 oAccelerated filer oNon-accelerated filer oSmaller 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 oNo x

As of November 13, 2015 the registrant had 6,891,332 shares of $1 par value common stock outstanding.
 
1

 
Table of Contents
     
   
Page
Part I.
 
     
Item 1.
3
     
 
3
     
 
4
     
  5
     
  6
     
  7
     
 
8
     
Item 2.
24
     
Item 3.
41
     
Item 4.
43
     
Part II.
43
     
Item 1.
43
     
Item 1A.
43
     
Item 6.
43
   
Signatures
44
 
Item 1. Consolidated Financial Statements
 
 
CONSOLIDATED BALANCE SHEETS (unaudited)
 
 
(in thousands, except share data)  
September 30, 2015
   
December 31, 2014
 
Assets
       
Cash and cash equivalents:
       
Cash and due from banks
  $ 17,367    
$
44,365
 
Federal funds sold
    282      
210
 
Cash and cash equivalents
    17,649      
44,575
 
                 
Interest-earning time deposits with banks     1,747       10,247  
                 
Investment securities:
               
Available for sale, at fair value
    301,330      
499,808
 
Held to maturity, at cost (estimated fair value of $216,586 and $139,688 respectively)
    216,424      
141,795
 
Investment securities
    517,754      
641,603
 
                 
Federal Home Loan Bank stock, at cost
    915      
1,621
 
                 
Loans, net of unearned income
    856,734      
790,321
 
Less: allowance for loan losses
    9,813      
9,105
 
Net loans
    846,921      
781,216
 
                 
Premises and equipment, net
   
20,741
     
19,211
 
Goodwill
    1,999      
1,999
 
Intangible assets, net
    1,478      
1,733
 
Other real estate, net
    2,338      
2,198
 
Accrued interest receivable
    6,477      
6,384
 
Other assets
    10,741      
8,089
 
Total Assets
  $ 1,428,760    
$
1,518,876
 
                 
Liabilities and Shareholders' Equity
               
Deposits:
               
Noninterest-bearing demand
  $ 208,505    
$
207,969
 
Interest-bearing demand
    362,875      
432,294
 
Savings
    80,542      
74,550
 
Time
    620,217      
657,026
 
Total deposits
    1,272,139      
1,371,839
 
                 
Short-term borrowings
    1,800      
1,800
 
Accrued interest payable
    1,951      
1,997
 
Long-term borrowings     1,006       1,455  
Other liabilities
    3,539      
2,202
 
Total Liabilities
    1,280,435      
1,379,293
 
                 
Shareholders' 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 par value - authorized 100,600,000 shares; issued 6,291,332 and 6,294,227 shares
    6,291      
6,294
 
Surplus
    39,387      
39,387
 
Treasury stock, at cost, 0 and 2,895 shares     -       (54 )
Retained earnings
    62,050      
54,280
 
Accumulated other comprehensive income
    1,162      
241
 
Total Shareholders' Equity
    148,325      
139,583
 
Total Liabilities and Shareholders' Equity
  $ 1,428,760    
$
1,518,876
 
                 
See Notes to Consolidated Financial Statements                
 
3

 
 
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
 
 
    Three Months Ended September 30,     Nine Months Ended September 30,  
(in thousands, except share data)   2015     2014     2015    
2014
 
Interest Income:
               
Loans (including fees)
  $ 10,551     $ 9,735     $ 31,680    
$
29,220
 
Deposits with other banks
    14       16       56      
97
 
Securities (including FHLB stock)
    3,312       3,410       10,256      
10,034
 
Total Interest Income
    13,877       13,161       41,992      
39,351
 
                                 
Interest Expense:
                               
Demand deposits
    348       321       1,052       1,004  
Savings deposits
    9       8       26       24  
Time deposits
    1,727       1,923       5,369      
5,848
 
Borrowings
    35       44       104       102  
Total Interest Expense
    2,119       2,296       6,551      
6,978
 
                                 
Net Interest Income
    11,758       10,865       35,441       32,373  
Less: Provision for loan losses
    1,868       397       2,878       1,054  
Net Interest Income after Provision for Loan Losses
    9,890       10,468       32,563       31,319  
                                 
Noninterest Income:
                               
Service charges, commissions and fees
    717       725       2,045       2,055  
ATM and debit card fees     441       425       1,328       1,247  
Net gains on securities
    2,233       91       3,172      
300
 
Net gains (loss) on sale of loans
    -       1       4      
(6
)
Other
    320       365       1,022       1,127  
Total Noninterest Income
    3,711       1,607       7,571      
4,723
 
                                 
Noninterest Expense:
                               
Salaries and employee benefits
    3,841       3,952       11,747      
11,736
 
Occupancy and equipment expense
    951       993       2,920      
2,995
 
Other
    2,976       2,698       8,716       8,638  
Total Noninterest Expense
    7,768       7,643       23,383       23,369  
                                 
Income Before Income Taxes
    5,833       4,432       16,751       12,673  
Less: Provision for income taxes
    1,951       1,461       5,614       4,247  
Net Income
    3,882       2,971       11,137       8,426  
Preferred Stock Dividends
    (99 )     (99 )     (296 )    
(296
)
Income Available to Common Shareholders
  $ 3,783     $ 2,872     $ 10,841    
$
8,130
 
                                 
Per Common Share:
                               
Earnings   $ 0.60     $ 0.45     $ 1.72     $ 1.29  
Cash dividends paid    $ 0.16     $ 0.16     $ 0.48     $ 0.48  
                                 
Weighted Average Common Shares Outstanding
    6,291,332       6,291,332      
6,291,332
     
6,291,332
 
 
See Notes to Consolidated Financial Statements
 
 
4

 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY  
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
 
 
    Three Months Ended September 30,     Nine Months Ended September 30,  
(in thousands)   2015     2014     2015     2014  
Net Income   $ 3,882     $ 2,971     $ 11,137     $ 8,426  
Other comprehensive income:                                
Unrealized gains (losses) on securities:                                
Unrealized holding gains (losses) arising during the period     1,927       (944 )     4,567       12,259  
Reclassification adjustments for gains included in net income     (2,233 )     (91 )     (3,172 )     (300 )
Change in unrealized gains (losses) on securities     (306 )     (1,035 )     1,395       11,959  
Tax impact         104       352       (474 )     (4,066 )
Other comprehensive income (loss)     (202 )     (683 )     921       7,893  
Comprehensive Income   $ 3,680     $ 2,288     $ 12,058     $ 16,319  
 
See Notes to Consolidated Financial Statements  
 
5

 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY  
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)  
 
    Series C                     Accumulated      
    Preferred     Common                 Other      
    Stock     Stock         Treasury     Retained     Comprehensive      
    $1,000 Par     $1 Par     Surplus     Stock     Earnings     Income/(Loss)     Total  
(in thousands, except per share data)                            
Balance December 31, 2013
  $ 39,435     $ 6,294    
$
39,387
    $ (54 )  
$
47,477
   
$
(9,134
)
 
$
123,405
 
Net income
    -      
-
     
-
      -      
8,426
     
-
     
8,426
 
Other comprehensive income
    -       -      
-
      -      
-
      7,893       7,893  
Cash dividends on common stock ($0.48 per share)
    -      
-
     
-
      -      
(3,020
)
   
-
     
(3,020
)
Preferred stock dividend
    -       -      
-
      -      
(296
)
   
-
     
(296
)
Balance September 30, 2014 (unaudited)
  $ 39,435    
$
6,294
    $ 39,387     $ (54
)
 
$
52,587
   
$
(1,241
)
 
$
136,408
 
                                                         
Balance December 31, 2014
  $ 39,435    
$
6,294
   
$
39,387
    $ (54
)
 
$
54,280
   
$
241
    $ 139,583  
Net income     -       -       -       -       11,137       -       11,137  
Reclassification of treasury stock under the LBCA(1)     -       (3 )     -       54       (51 )     -       -  
Other comprehensive income
    -      
-
     
-
      -      
-
     
921
     
921
 
Cash dividends on common stock ($0.48 per share)
    -       -      
-
      -      
(3,020
)
   
-
     
(3,020
)
Preferred stock dividend
    -       -       -       -      
(296
)
   
-
     
(296
)
Balance September 30, 2015 (unaudited)
  $ 39,435     $ 6,291    
$
39,387
    $ -    
$
62,050
   
$
1,162
   
$
148,325
 
 
See Notes to Consolidated Financial Statements
 
 
(1) Effective January 1, 2015, companies incorporated under Louisiana law became subject to the Louisiana Business Corporation Act (which replaced the Louisiana Business Corporation Law). Provisions of the Louisiana Business Corporation Act eliminate the concept of treasury stock and provide that shares reacquired by a company are to be treated as authorized but unissued shares. As a result of this change in law, shares previously classified as treasury stock were reclassified as a reduction to issued shares of common stock in the consolidated financial statements as of June 30, 2015, reducing the stated value of common stock and retained earnings.  
 
6

 
 
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
 
 
   
Nine Months Ended September 30,
 
(in thousands)  
2015
   
2014
 
Cash Flows From Operating Activities
       
Net income
  $ 11,137    
$
8,426
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
   
2,878
      1,054  
Depreciation and amortization
   
1,515
     
1,608
 
Amortization/Accretion of investments
    1,590      
1,585
 
Gain on sale/call of securities    
(987
)     (300 )
Gain on sale of assets     (6 )     (23 )
ORE write downs and loss on disposition
    169      
459
 
FHLB stock dividends     (3 )     (3 )
Net decrease in loans held for sale     -       88  
Change in other assets and liabilities, net
   
(3,466
   
1,852
 
Net Cash Provided By Operating Activities
   
12,827
      14,746  
                 
Cash Flows From Investing Activities
               
Funds invested in certificates of deposit     -       (10,000 )
Proceeds from maturities and calls of certificates of deposit     8,500       -  
Proceeds from maturities and calls of HTM securities     10,466       6,775  
Proceeds from maturities, calls and sales of AFS securities     601,337       467,335  
Funds invested in HTM securities     (33,431     -  
Funds Invested in AFS securities     (452,235     (490,898 )
Proceeds from sale/redemption of Federal Home Loan Bank stock
    3,554       2,955  
Funds invested in Federal Home Loan Bank stock
    (2,845 )      (3,045
Net increase in loans
    (69,321 )      (44,542
Purchase of premises and equipment
    (2,745 )      (1,687
Proceeds from sales of premises and equipment     4        52  
Proceeds from sales of other real estate owned
    429        2,777  
Net Cash Provided by (Used In) Investing Activities
   
63,713
       (70,278
                 
Cash Flows From Financing Activities
               
Net (decrease) increase in deposits
    (99,700 )     17,294  
Net increase (decrease) in federal funds purchased and short-term borrowings
   
-
      6,512  
Proceeds from long-term borrowings     -        1,555  
Repayment of long-term borrowings
   
(450
)      (450
Dividends paid
   
(3,316
)
     (3,316
Net Cash (Used In) Provided By Financing Activities
   
(103,466
)      21,595  
                 
Net Decrease In Cash and Cash Equivalents
   
(26,926
)     (33,937
Cash and Cash Equivalents at the Beginning of the Period
   
44,575
      61,484  
Cash and Cash Equivalents at the End of the Period
 
$
17,649
    $  27,547  
                 
Noncash Activities:
               
Loans transferred to foreclosed assets
 
$
738
    $ 1,865  
                 
Cash Paid During The Period:
               
Interest on deposits and borrowed funds
  $ 6,597     $ 7,198  
Income taxes
  $ 6,500     $  2,900  
                 
See Notes to the Consolidated Financial Statements.
 
 
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 8 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. ("First Guaranty" or the “Company”) thereto should be read in conjunction with the audited financial statements and note disclosures for First Guaranty previously filed with the Securities and Exchange Commission in First Guaranty’s Annual Report filed on Form 10-K for the year ended December 31, 2014.
 
The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc. and its wholly owned subsidiary First Guaranty Bank (the "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 at September 30, 2015 and for the three and nine month periods ended September 30, 2015 and 2014 are not necessarily indicative of the results expected for the full year or any other interim period. 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
 
In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-03, "Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs." The amendments in this guidance require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU.
 
This guidance is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. This guidance must be adopted retrospectively, wherein the balance sheet of each period presented should be adjusted to reflect the new guidance.  The adoption of this guidance is not expected to have a material impact upon First Guaranty’s financial statements.

8

Note 3. Securities
 
A summary comparison of securities by type at September 30, 2015 and December 31, 2014 is shown below.
 
   
September 30, 2015
   
December 31, 2014
 
(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 Treasuries   $ 19,000     $ -     $ -     $ 19,000     $ 36,000     $ -     $ -     $ 36,000  
U.S. Government Agencies
    133,407       81       (377 )     133,111       295,620       30       (4,155 )     291,495  
Corporate debt securities
    102,778       3,405       (1,703 )     104,480       126,654       4,415       (1,006 )     130,063  
Mutual funds or other equity securities
    580       7       -       587       570       4       -       574  
Municipal bonds
    43,688       528       (64 )     44,152       40,599       1,077       -       41,676  
Total available-for-sale securities
  $ 299,453     $ 4,021     $ (2,144 )   $ 301,330     $ 499,443     $ 5,526     $ (5,161 )   $ 499,808  
                                                                 
Held to maturity:
                                                               
U.S. Government Agencies
  $ 131,345     $ 126     $ (145 )   $ 131,326     $ 84,479     $ -     $ (1,950 )   $ 82,529  
Mortgage-backed securities     85,079       299       (118 )     85,260       57,316       57       (214 )     57,159  
Total held to maturity securities
  $ 216,424     $ 425     $ (263 )   $ 216,586     $ 141,795     $ 57     $ (2,164 )   $ 139,688  
 
The scheduled maturities of securities at September 30, 2015 and December 31, 2014, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to call or prepayments. Mortgage-backed securities are not due at a single maturity because of amortization and potential prepayment of the underlying mortgages. For this reason they are presented separately in the maturity table below.
 
   
September 30, 2015
    December 31, 2014  
(in thousands)  
Amortized Cost
   
Fair Value
    Amortized Cost     Fair Value  
Available For Sale:
               
Due in one year or less
 
$
30,358     $ 30,474     $ 71,547     $ 71,665  
Due after one year through five years
     142,358        143,951       219,470       219,785  
Due after five years through 10 years
     84,590        84,451       158,076       157,531  
Over 10 years
     42,147        42,454       50,350       50,827  
Total available-for-sale securities
  $ 299,453     $ 301,330     $ 499,443     $ 499,808  
                                 
Held to Maturity:
                               
Due in one year or less
 
$
-
   
$
-
    $ -     $ -  
Due after one year through five years
    36,980       36,966       24,999       24,609  
Due after five years through 10 years
    94,365       94,360       59,480       57,920  
Over 10 years
   
-
     
-
      -       -  
Subtotal     131,345       131,326       84,479       82,529  
Mortgage-backed Securities     85,079       85,260       57,316       57,159  
Total held to maturity securities
  $ 216,424     $ 216,586     $ 141,795     $ 139,688  
 
At September 30, 2015 $400.4 million of First Guaranty's securities were pledged to secure public fund deposits and borrowings. The pledged securities had a market value of $400.5 million as of September 30, 2015.
 
The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at September 30, 2015.
 
      At September 30, 2015      
   Less Than 12 Months    12 Months or More    Total  
(in thousands) Number of Securities  
Fair Value
 
Gross Unrealized Losses
   Number of Securities  
Fair Value
 
Gross Unrealized Losses
   Number of Securities  
Fair Value
 
Gross Unrealized Losses
 
Available for sale:
                                   
U.S. Treasuries -   $ -   $ -    -   $ -   $ -   -   $ -   $ -  
U.S. Government agencies
5    
16,867
    (121 )  12    
50,712
 
 
(256
)  17     67,579    
(377
Corporate debt securities
66    
20,861
    (765 26    
5,468
   
(938
) 92    
26,329
   
(1,703
Mutual funds or other equity securities
-    
 
-
   
 
-
  -     -    
 
-
   -    
 
-
   
 
-
 
Municipal bonds 10     12,527     (64 ) -     -     -    10     12,527     (64 )
Total available-for-sale securities
81  
$
50,255
 
$
(950
) 38  
$
56,180
 
$
(1,194
)  119  
$
106,435
 
$
(2,144
)
                                                 
Held to maturity:
                                               
U.S. Government agencies
6    
33,269
 
 
(46
) 7  
 
24,069
 
 
(99
13
 
 
57,338
 
 
(145
)
Mortgage-backed securities 13     36,766     (118 -     -     -   13     36,766     (118 )
Total held to maturity
19  
$
70,035
 
$
(164
)  7  
$
24,069
 
$
(99
) 26  
$
94,104  
$
(263
)
9

The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2014.
 
      At December 31, 2014      
   Less Than 12 Months    12 Months or More    Total  
(in thousands)
Number
of Securities
 
Fair Value
 
Gross Unrealized Losses
   Number of Securities  
Fair Value
 
Gross Unrealized Losses
   Number of Securities  
Fair Value
 
Gross Unrealized Losses
 
Available for sale:
                                   
U.S. Treasuries 4   $ 24,000   $ -   -   $ -   $ -   4   $ 24,000   $ -  
U.S. Government agencies
4    
43,983
   
(17
) 66    
232,482
 
 
(4,138
70    
276,465
   
(4,155
)
Corporate debt securities
37    
15,395
   
(238
) 50    
15,397
   
(768
) 87    
30,792
   
(1,006
)
Mutual funds or other equity securities
-    
-
   
-
  -    
-
   
-
  -    
-
   
-
 
Total available for sale
45  
$
83,378
 
$
(255
) 116  
$
247,879
 
$
(4,906
) 161  
$
331,257
 
$
(5,161
)
                                                 
Held to maturity:
                                               
U.S. Government agencies
1  
$
4,993
 
$
(7
) 19  
$
77,536
 
$
(1,943
20  
$
82,529
 
$
(1,950
)
Mortgage-backed securities 7     12,008     (13 12     29,415     (201 ) 19     41,423     (214
Total held to maturity
8  
$
17,001
 
$
(20
) 31  
$
106,951
 
$
(2,144
39  
$
123,952
 
$
(2,164
)
 
Securities are evaluated 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 First Guaranty to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
 
The amount of investment securities issued by U.S. Government and Government sponsored agencies with unrealized losses and the amount of unrealized losses on those investment securities are the result of changes in market interest rates. First Guaranty has 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 financial, insurance, utility, manufacturing, industrial, consumer products and oil and gas organizations. First Guaranty believes that each of the issuers will be able to fulfill the obligations of these securities based on evaluations described above. First Guaranty has the ability and intent to hold these securities until they recover, which could be at their maturity dates.
 
At September 30, 2015, First Guaranty believes that the securities with unrealized losses reflect impairment that is temporary and there are no securities with other-than-temporary impairment.

At September 30, 2015, First Guaranty's exposure to bond issuers that exceeded 10% of shareholders’ equity is below:
 
   
At September 30, 2015
 
(in thousands)
 
Amortized Cost
   
Fair Value
 
U.S. Government Treasuries (U.S.)   $ 19,000     $ 19,000  
Federal Home Loan Bank (FHLB)
    117,806      
117,759
 
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)
   
60,846
     
60,819
 
Federal National Mortgage Association (Fannie Mae-FNMA)
   
111,405
     
111,426
 
Federal Farm Credit Bank (FFCB)
   
59,774
      59,692  
Total
 
$
368,831
    $ 368,696  
 
10

Note 4. Loans
 
The following table summarizes the components of First Guaranty's loan portfolio as of September 30, 2015 and December 31, 2014:
 
   
September 30, 2015
   
December 31, 2014
 
(in thousands except for %)  
Balance
   
As % of Category
   
Balance
   
As % of Category
 
Real Estate:
               
 Construction & land development
 
$
55,700
     
6.5
%
 
$
52,094
     
6.6
%
 Farmland
   
14,316
     
1.7
%
   
13,539
     
1.7
%
 1- 4 Family
   
133,400
     
15.5
%
   
118,181
     
14.9
%
 Multifamily
   
13,199
     
1.5
%
   
14,323
     
1.8
%
 Non-farm non-residential
   
326,816
     
38.1
%
   
328,400
     
41.5
%
Total Real Estate
   
543,431
     
63.3
%
   
526,537
     
66.5
%
Non-Real Estate:                                
 Agricultural
   
30,830
     
3.6
%
   
26,278
     
3.3
%
 Commercial and industrial
   
231,069
     
26.9
%
   
196,339
     
24.8
%
 Consumer and other
    53,491      
6.2
%
   
42,991
     
5.4
%
Total Non-Real Estate     315,390       36.7 %     265,608       33.5 %
Total loans before unearned income
   
858,821
     
100.0
%
   
792,145
     
100.0
%
Unearned income
   
(2,087
)
           
(1,824
)
       
Total loans net of unearned income
 
$
856,734
           
$
790,321
         
 
The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of September 30, 2015 and December 31, 2014 unadjusted for scheduled principal payments, prepayments, or repricing opportunities. The average life of the loan portfolio may be substantially less than the contractual terms when these adjustments are considered.
 
   
September 30, 2015
    December 31, 2014  
(in thousands)  
Fixed
   
Floating
   
Total
    Fixed     Floating     Total  
One year or less
 
$
105,416
   
$
61,695
   
$
167,111
   
$
88,686
   
$
72,250
   
$
160,936
 
One to five years
   
287,054
     
249,487
     
536,541
     
253,306
     
225,655
     
478,961
 
Five to 15 years
    53,373      
38,388
     
91,761
     
67,012
     
39,634
     
106,646
 
Over 15 years
    33,566      
9,321
     
42,887
     
25,304
     
8,104
     
33,408
 
Subtotal
 
$
479,409
   
$
358,891
     
838,300
   
$
434,308
   
$
345,643
     
779,951
 
Nonaccrual loans
                    20,521                      
12,194
 
Total loans before unearned income
                    858,821                      
792,145
 
Unearned income
                   
(2,087
)
                    (1,824 )
Total loans net of unearned income                   $ 856,734                     $ 790,321  
 
As of September 30, 2015 $190.7 million of floating rate loans were at their interest rate floor. At December 31, 2014 $195.7 million of floating rate loans were at the floor rate. Nonaccrual loans have been excluded from these totals.
 
The following tables present the age analysis of past due loans at September 30, 2015 and December 31, 2014:
 
   
As of September 30, 2015
 
(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
  $ 697     $ 878     $ 1,575     $ 54,125     $ 55,700    
$
-
 
 Farmland
   
-
      133       133       14,183       14,316      
-
 
 1 - 4 family
    1,282       5,617       6,899       126,501      
133,400
     
57
 
 Multifamily
    399       9,184       9,583       3,616      
13,199
     
-
 
 Non-farm non-residential
    898       1,139       2,037       324,779      
326,816
     
-
 
Total Real Estate
    3,276       16,951       20,227       523,204       543,431      
57
 
Non-Real Estate:
                                               
 Agricultural
   
90
      1,480       1,570       29,260      
30,830
     
-
 
 Commercial and industrial
   
331
      1,825       2,156       228,913      
231,069
     
-
 
 Consumer and other
    170       322       492       52,999       53,491      
-
 
Total Non-Real Estate
   
591
      3,627       4,218       311,172      
315,390
     
-
 
Total loans before unearned income
  $ 3,867     $ 20,578     $ 24,445     $ 834,376     $ 858,821     $ 57  
Unearned income
                                    (2,087
)
       
Total loans net of unearned income
                                 
$
856,734
         
 
11

 
 
 
   
As of December 31, 2014
 
(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
 
$
338
   
$
486
   
$
824
   
$
51,270
   
$
52,094
   
$
-
 
 Farmland
   
10
     
153
     
163
     
13,376
     
13,539
     
-
 
 1 - 4 family
   
2,924
     
4,418
     
7,342
     
110,839
     
118,181
     
599
 
 Multifamily
   
2,990
     
-
     
2,990
     
11,333
     
14,323
     
-
 
 Non-farm non-residential
   
1,509
     
4,993
     
6,502
     
321,898
     
328,400
     
-
 
Total Real Estate
   
7,771
     
10,050
     
17,821
     
508,716
     
526,537
     
599
 
Non-Real Estate:                                                
 Agricultural
   
-
     
832
     
832
     
25,446
     
26,278
     
-
 
 Commercial and industrial
   
1,241
     
1,907
     
3,148
     
193,191
     
196,339
     
-
 
 Consumer and other
   
105
     
4
     
109
     
42,882
     
42,991
     
-
 
Total Non-Real Estate     1,346       2,743       4,089       261,519       265,608       -  
Total loans before unearned income
 
$
9,117
   
$
12,793
   
$
21,910
   
$
770,235
   
$
792,145
   
$
599
 
Unearned income
                                   
(1,824
)
       
Total loans net of unearned income
                                 
$
790,321
         
 
The tables above include $20.5 million and $12.2 million of nonaccrual loans at September 30, 2015 and December 31, 2014, respectively. See the tables below for more detail on nonaccrual loans.
 
The following is a summary of nonaccrual loans by class at the dates indicated:
 
(in thousands)
 
As of September 30, 2015
    As of December 31, 2014  
Real Estate:
       
 Construction & land development
  $ 878    
$
486
 
 Farmland
    133      
153
 
 1 - 4 family
    5,560      
3,819
 
 Multifamily
    9,184       -  
 Non-farm non-residential
   
1,139
     
4,993
 
Total Real Estate
    16,894      
9,451
 
Non-Real Estate:                
 Agricultural
    1,480      
832
 
 Commercial and industrial
    1,825      
1,907
 
 Consumer and other
    322      
4
 
Total Non-Real Estate     3,627       2,743  
Total Nonaccrual Loans
  $ 20,521    
$
12,194
 
 
12

 

The following table identifies the credit exposure of the loan portfolio by specific credit ratings as of the dates indicated:
 
   
As of September 30, 2015
    As of December 31, 2014  
(in thousands)
 
Pass
   
Special
Mention
   
Substandard
    Doubtful    
Total
    Pass    
Special
Mention
    Substandard     Doubtful     Total  
Real Estate:
                                       
 Construction & land development
 
$
50,849
   
$
419
    $ 4,432     $ -    
$
55,700
   
$
46,451
   
$
559
   
$
5,084
    $ -    
$
52,094
 
 Farmland
   
14,182
     
-
      134       -      
14,316
     
13,299
      87      
153
      -      
13,539
 
 1 - 4 family
   
119,510
     
6,288
      7,602       -      
133,400
     
103,582
     
6,113
     
8,486
      -      
118,181
 
 Multifamily
    4,015       -      
9,184
      -      
13,199
     
3,581
     
6,414
     
4,328
      -      
14,323
 
 Non-farm non-residential
   
297,638
     
5,285
     
23,893
      -      
326,816
     
300,319
     
6,788
     
21,293
      -      
328,400
 
Total Real Estate
   
486,194
      11,992      
45,245
      -       543,431      
467,232
     
19,961
     
39,344
      -      
526,537
 
Non-Real Estate:                                                                                
 Agricultural
   
26,999
     
5
     
3,826
      -      
30,830
     
22,789
     
7
     
3,482
      -      
26,278
 
 Commercial and industrial
    219,799      
9,445
     
1,825
      -       231,069      
185,839
     
8,611
     
1,889
      -      
196,339
 
 Consumer and other
   
52,931
     
217
      343       -      
53,491
     
42,831
     
123
     
37
      -      
42,991
 
Total Non-Real Estate     299,729       9,667       5,994       -       315,390       251,459       8,741       5,408       -       265,608  
Total loans before unearned income
 
$
785,923
   
$
21,659
    $ 51,239     $ -     $ 858,821    
$
718,691
   
$
28,702
   
$
44,752
    $ -    
$
792,145
 
Unearned income
                                   
(2,087
)
                                   
(1,824
)
Total loans net of unearned income
                                 
$
856,734
                                   
$
790,321
 
 
 

13

Note 5. Allowance for Loan Losses
 
A summary of changes in the allowance for loan losses, by portfolio type, for the nine months ended September 30, 2015 and 2014 are as follows:
 
    As of September 30,  
   
2015
    2014  
(in thousands)
 
Beginning
Allowance (12/31/14)
   
Charge-offs
   
Recoveries
    Provision    
Ending
Allowance (9/30/15)
   
Beginning
Allowance (12/31/13)
   
Charge-offs
   
Recoveries
    Provision    
Ending Allowance(9/30/14)
 
Real Estate:
                                       
 Construction & land development
 
$
702
   
$
(329
)   $ 4     $ 597     $ 974    
$
1,530
    $ (1,032 )  
$
2
    $ 230    
$
730
 
 Farmland
   
21
     
-
     
-
      25      
46
     
17
      -      
-
      5      
22
 
 1 - 4 family
   
2,131
     
(288
)     76       (349 )     1,570      
1,974
     
(208
)    
59
      (71 )    
1,754
 
 Multifamily
   
813
     
(948
)     31       933      
829
     
376
     
-
     
39
      106      
521
 
 Non-farm non-residential
   
2,713
     
(154
)     5       879      
3,443
     
3,607
     
(1,425
)    
8
      646      
2,836
 
Total real estate
   
6,380
     
(1,719
)     116       2,085      
6,862
     
7,504
     
(2,665
)    
108
      916      
5,863
 
Non-Real Estate:                                                                                
 Agricultural
    293       (394 )     2       136      
37
     
46
     
(2
)    
1
      (5 )    
40
 
 Commercial and industrial
   
1,797
     
(25
)     14       722      
2,508
     
2,176
     
(197
)    
21
      (266 )    
1,734
 
 Consumer and other
   
371
     
(280
)    
116
      185      
392
     
208
     
(218
)    
170
      15      
175
 
 Unallocated     264      
-
      -       (250 )     14       421       -       -       394       815  
Total Non-Real Estate     2,725      
(699
)     132       793       2,951       2,851       (417 )     192       138       2,764  
Total
 
$
9,105
   
$
(2,418
)  
$
248
    $ 2,878    
$
9,813
   
$
10,355
   
$
(3,082
)   $ 300     $ 1,054     $ 8,627  
 
Negative provisions are caused by changes in the composition and credit quality of the loan portfolio.  The result is an allocation of the loan loss reserve from one category to another.
 
14

A summary of the allowance and loans individually and collectively evaluated for impairment are as follows:
 
    As of September 30, 2015  
(in thousands)
 
Allowance
Individually
Evaluated
for Impairment
   
Allowance
Collectively Evaluated
for Impairment
   
Total Allowance for
Credit Losses
   
Loans
Individually Evaluated for Impairment
   
Loans
Collectively Evaluated for Impairment
   
Total Loans before Unearned Income
 
Real Estate:
                       
 Construction & land development
 
$
-
    $ 974     $ 974     $ 601     $ 55,099     $ 55,700  
 Farmland
    -       46      
46
     
-
      14,316      
14,316
 
 1 - 4 family
    677       893      
1,570
      3,095       130,305      
133,400
 
 Multifamily
   
516
      313       829       6,253       6,946       13,199  
 Non-farm non-residential
   
681
      2,762      
3,443
     
11,966
      314,850       326,816  
Total Real Estate
   
1,874
      4,988       6,862      
21,915
      521,516       543,431  
Non-Real Estate:                                                
 Agricultural
   
18
      19      
37
     
3,703
      27,127      
30,830
 
 Commercial and industrial
   
-
      2,508      
2,508
     
1,646
      229,423      
231,069
 
 Consumer and other
   
116
      276       392      
317
      53,174      
53,491
 
 Unallocated     -       14       14       -       -       -  
Total Non-Real Estate     134       2,817       2,951       5,666       309,724       315,390  
Total
 
$
2,008
    $ 7,805     $ 9,813     $ 27,581     $ 831,240    
$
858,821
 
Unearned Income                                             (2,087 )
Total loans net of unearned income                                           $ 856,734  
 
 
    As of December 31, 2014  
(in thousands)
 
Allowance
Individually
Evaluated for
Impairment
   
Allowance
Collectively Evaluated
for Impairment
   
Total Allowance for Credit Losses
   
Loans
Individually Evaluated for Impairment
   
Loans
Collectively Evaluated for Impairment
   
Total Loans before Unearned Income
 
Real Estate:
                       
 Construction & land development
 
$
126
    $ 576    
$
702
   
$
4,150
    $ 47,944    
$
52,094
 
 Farmland
   
-
      21      
21
     
-
      13,539      
13,539
 
 1 - 4 family
   
598
      1,533      
2,131
     
3,420
      114,761      
118,181
 
 Multifamily
   
437
      376      
813
     
7,201
      7,122      
14,323
 
 Non-farm non-residential
   
468
      2,245      
2,713
     
16,287
      312,113      
328,400
 
Total Real Estate
   
1,629
      4,751      
6,380
     
31,058
      495,479      
526,537
 
Non-Real Estate:                                                
 Agricultural
   
262
      31      
293
     
2,650
      23,628      
26,278
 
 Commercial and industrial
   
19
      1,778      
1,797
     
1,664
      194,675      
196,339
 
 Consumer and other
   
-
      371      
371
     
-
      42,991      
42,991
 
 Unallocated     -       264       264       -       -       -  
Total Non-Real Estate     281       2,444       2,725       4,314       261,294       265,608  
Total
 
$
1,910
    $ 7,195    
$
9,105
   
$
35,372
    $ 756,773    
$
792,145
 
Unearned Income                                             (1,824 )
Total loans net of unearned income                                           $ 790,321  
 
A loan is considered impaired when, based on current information and events, it is probable that First Guaranty will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Payment status, collateral value and the probability of collecting scheduled principal and interest payments when due are considered in evaluating loan impairment. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.
 
 
15

The following is a summary of impaired loans by class as of the date indicated:
 
   
As of September 30, 2015
 
(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
 
$
601
   
$
823
   
$
-
   
$
826
   
$
28
    $ 35  
 Farmland
   
-
     
-
     
-
     
-
     
-
      -  
 1 - 4 family
    589       881      
-
      885      
38
      39  
 Multifamily
   
853
     
1,338
     
-
     
1,338
     
61
      45  
 Non-farm non-residential
    3,436       3,436      
-
      3,444      
96
      115  
Total Real Estate
    5,479       6,478      
-
     
6,493
     
223
      234  
Non-Real Estate:                                                
 Agricultural
    2,627       2,636      
-
     
2,641
     
124
      90  
 Commercial and industrial
    1,646        1,854      
-
     
1,854
     
60
      -  
 Consumer and other
    -       -      
-
     
-
     
-
      -  
Total Non-Real Estate     4,273       4,490       -       4,495       184       90  
Total Impaired Loans with no related allowance     9,752       10,968       -       10,988       407       324  
                                                 
Impaired Loans with an allowance recorded:
                                               
Real Estate:
                                               
 Construction & land development
    -       -       -      
-
      -       -  
 Farmland
    -      
-
     
-
     
-
     
-
      -  
 1 - 4 family
    2,506       2,549       677       2,534       99       55  
 Multifamily
    -       -       -      
-
     
-
      -  
 Non-farm non-residential
    8,530       8,980       681       9,086       330       345  
Total Real Estate
    11,036       11,529       1,358      
11,620
     
429
      400  
Non-Real Estate:                                                
 Agricultural
   
1,076
     
1,139
     
18
     
1,112
     
53
      -  
 Commercial and industrial
   
-
     
-
     
-
     
-
     
-
      -  
 Consumer and other
   
317
     
317
     
116
     
341
     
21
      20  
Total Non-Real Estate     1,393       1,456       134       1,453       74       20  
Total Impaired Loans with an allowance recorded     12,429       12,985       1,492       13,073       503       420  
                                                 
Total Impaired Loans
 
$
22,181    
$
23,953     $ 1,492     $ 24,061    
$
910
    $ 744  
 
16

The following is a summary of impaired loans by class as of the date indicated:
 
   
As of December 31, 2014
 
(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
 
$
3,308
   
$
4,359
   
$
-
   
$
3,479
   
$
217
    $ 224  
 Farmland
   
-
     
-
     
-
     
-
     
-
      -  
 1 - 4 family
   
1,368
     
1,656
     
-
     
397
     
72
      43  
 Multifamily
   
-
     
-
     
-
     
148
     
31
      34  
 Non-farm non-residential
   
7,439
     
9,008
     
-
     
8,694
     
422
      275  
Total Real Estate
   
12,115
     
15,023
     
-
     
12,718
     
742
      576  
Non-Real Estate:                                                
 Agricultural
   
-
     
-
     
-
     
-
     
-
      -  
 Commercial and industrial
   
-
     
-
     
-
     
-
     
-
      -  
 Consumer and other
   
-
     
-
     
-
     
-
     
-
      -  
Total Non-Real Estate     -       -       -       -       -       -  
Total Impaired Loans with no related allowance     12,115       15,023       -       12,718       742       576  
                                                 
Impaired Loans with an allowance recorded:
                                               
Real Estate:
                                               
 Construction & land development
   
842
     
842
     
126
     
829
     
48
      43  
 Farmland
   
-
     
-
     
-
     
-
     
-
      -  
 1 - 4 family
   
2,052
     
2,068
     
598
     
2,062
     
97
      87  
 Multifamily
   
1,338
     
1,337
     
398
     
1,340
     
60
      55  
 Non-farm non-residential
   
8,848
     
8,913
     
468
     
8,948
     
317
      327  
Total Real Estate
   
13,080
     
13,160
     
1,590
     
13,179
     
522
      512  
Non-Real Estate:                                                
 Agricultural
   
2,650
     
2,650
     
262
     
-
     
-
      -  
 Commercial and industrial
   
1,664
     
1,854
     
19
     
-
     
-
      -  
 Consumer and other
   
-
     
-
     
-
     
-
     
-
      -  
Total Non-Real Estate     4,314       4,504       281       -       -       -  
Total Impaired Loans with an allowance recorded     17,394       17,664       1,871       13,179       522       512  
                                                 
Total Impaired Loans
 
$
29,509
   
$
32,687
   
$
1,871
   
$
25,897
   
$
1,264
    $ 1,088  
 
17

Troubled Debt Restructurings
 
A troubled debt restructuring ("TDR") is considered such if the lender 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 First Guaranty's TDRs were concessions on either the interest rate charged or the amortization. The effect of the modifications to First Guaranty was a reduction in interest income. These loans have an allocated reserve in First Guaranty's allowance for loan losses. First Guaranty restructured one lending relationship of $0.6 million secured by raw land that is considered a troubled debt restructuring in the nine months ended September 30, 2015.

The following table identifies the troubled debt restructurings as of September 30, 2015 and December 31, 2014:
 
    September 30, 2015     December 31, 2014  
    Accruing Loans             Accruing Loans          
(in thousands)   Current     30-89 Days Past Due     Nonaccrual     Total TDRs     Current     30-89 Days Past Due     Nonaccrual     Total TDRs  
Real Estate:                                
 Construction & land development   $ -     $ -     $ 601     $ 601     $ -     $ -     $ -     $ -  
 Farmland     -       -       -       -       -       -       -       -  
 1-4 Family     -       -       1,726       1,726       -       1,752       -       1,752  
 Multifamily     -       -       -       -       -       -       -       -  
 Non-farm non residential     3,436       -       235       3,671       2,998       452       230       3,680  
Total Real Estate     3,436       -       2,562       5,998       2,998       2,204       230       5,432  
Non-Real Estate:                                                                
 Agricultural     -       -       -       -       -       -       -       -  
 Commercial and industrial     -       -       -       -       -       -       -       -  
 Consumer and other     -       -       -       -       -       -       -       -  
Total Non-Real Estate     -       -       -       -       -       -       -       -  
Total   $ 3,436     $ -     $ 2,562     $ 5,998     $ 2,998     $ 2,204     $ 230     $ 5,432  
 
The following table discloses TDR activity for the nine months ended September 30, 2015.
 
   
Troubled Debt Restructured Loans Activity
Nine Months Ended September 30, 2015
 
(in thousands)  
Beginning balance December 31, 2014
   
New TDRs
   
Charge-offs
post-
modification
   
Transferred to ORE
   
Paydowns
    Construction to permanent financing    
Restructured
to market
terms
   
Ending balance
September 30, 2015
 
Real Estate:
                               
 Construction & land development
 
$
-
   
$
601
   
$
-
   
$
-
   
$
-
    $ -     $ -     $ 601  
 Farmland
   
-
     
-
     
-
     
-
     
-
      -       -       -  
 1 - 4 family
   
1,752
     
-
     
-
     
-
     
(26
)     -       -       1,726  
 Multifamily
   
-
     
-
     
-
     
-
     
-
      -       -       -  
 Non-farm non-residential
   
3,680
     
-
     
-
     
-
     
(9
)     -       -       3,671  
Total Real Estate
   
5,432
      601      
-
     
-
     
(35
)     -       -       5,998  
Non-Real Estate:                                                                
 Agricultural
   
-
     
-
     
-
     
-
     
-
      -       -       -  
 Commercial and industrial
   
-
     
-
     
-
     
-
     
-
      -       -       -  
 Consumer and other
   
-
     
-
     
-
     
-
     
-
      -       -       -  
Total Non-Real Estate     -       -       -       -       -       -       -       -  
Total Impaired Loans with no related allowance   $ 5,432     $ 601     $ -     $ -     $ (35 )   $ -     $ -     $ 5,998  
 
There were no commitments to lend additional funds to debtors whose terms have been modified in a troubled debt restructuring at September 30, 2015.
 
During the nine months ended September 30, 2015, one troubled debt restructured lending relationship totaling $1.7 million subsequently defaulted. The relationship was a $1.7 million lending relationship secured by one-to-four family real estate.
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 impairment testing. Other intangible assets continue to be amortized over their useful lives. First Guaranty's goodwill is the difference in purchase price over the fair value of net assets acquired from its acquisition of Homestead Bancorp in 2007. Goodwill totaled $2.0 million at September 30, 2015 and December 31, 2014. No impairment charges have been recognized on First Guaranty's intangible assets. Mortgage servicing rights were relatively unchanged totaling $0.1 million at September 30, 2015 and December 31, 2014. Other intangible assets recorded include core deposit intangibles, which are subject to amortization. The weighted-average amortization period remaining for First Guaranty's core deposit intangibles is 4.7 years at September 30, 2015. The core deposits intangible reflect the value of deposit relationships, including the beneficial rates, which arose from acquisitions.
 
 
Note 7. Other Real Estate (ORE)
 
Other real estate owned consists of the following at the dates indicated:
 
(in thousands)
September 30, 2015   December 31, 2014  
Real Estate Owned Acquired by Foreclosure:            
Residential $ 840   $ 1,121  
Construction & land development   106     127  
Non-farm non-residential   1,392     950  
Total Other Real Estate Owned and Foreclosed Property $ 2,338   $ 2,198  
 
Loans secured by one-to-four family residential properties in the process of foreclosure totaled $0.7 million as of September 30, 2015.
 
Note 8. Commitments and Contingencies
 
Off-balance sheet commitments
 
First Guaranty 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 balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.
 
Below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at September 30, 2015 and December 31, 2014:
 
Contract Amount
(in thousands)
June 30, 2015
 
December 31, 2014
 
Commitments to Extend Credit
$
88,780  
$
59,675
 
Unfunded Commitments under lines of credit
$
109,527  
$
111,247
 
Commercial and Standby letters of credit
$
7,948  
$
7,743
 
 
Litigation
 
The nature of First Guaranty’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 First Guaranty determines it has defenses to the claims asserted, it defends itself. First Guaranty will consider settlement of cases when it is in the best interests of both First Guaranty and its shareholders.
 
While the final outcome of legal proceedings is inherently uncertain, based on information currently available as of September 30, 2015, any incremental liability arising from First Guaranty’s legal proceedings will not have a material adverse effect on First Guaranty’s financial position.

19

 
Note 9. Accumulated Other Comprehensive Income
 
The following table details the changes in the single component of accumulated other comprehensive income for the nine months ended September 30, 2015:
 
(in thousands)
  Unrealized Gain (Loss) on Securities Available for Sale  
Accumulated Other Comprehensive Income:    
Balance December 31, 2014
  $ 241  
Reclassification adjustments to net income:        
Realized gains on securities     (3,172 )
Provision for income taxes     1,078  
Unrealized gains arising during the period, net of tax     3,015  
Balance September 30, 2015   $ 1,162  
 
The following table details the changes in the single component of accumulated other comprehensive income (loss) for the nine months ended September 30, 2014:
 
(in thousands)
  Unrealized Gain (Loss) on Securities Available for Sale  
Accumulated Other Comprehensive (Loss) Income:    
Balance December 31, 2013
  $ (9,134 )
Reclassification adjustments to net income:        
Realized gains on securities     (300 )
Provision for income taxes     102  
Unrealized gains arising during the period, net of tax     8,091  
Balance September 30, 2014   $ (1,241 )
 
 
 
20

Note 10. 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. First Guaranty 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 within Level 3 in First Guaranty's portfolio as of June 30, 2015 include 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 fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), 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 September 30, 2015 and December 31, 2014 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 or recent sales activity for similar assets in the property’s market; thus OREO measured at fair value would be classified within either Level 2 or Level 3 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 September 30, 2015 and December 31, 2014, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
 
(in thousands)
September 30, 2015
 
December 31, 2014
 
Available for Sale Securities Fair Value Measurements Using:
           
Level 1: Quoted Prices in Active Markets For Identical Assets
$
19,507  
$
36,504  
Level 2: Significant Other Observable Inputs
 
274,195  
 
454,524  
Level 3: Significant Unobservable Inputs
 
7,628  
 
8,780  
Securities available for sale measured at fair value $ 301,330   $ 499,808  
 
First Guaranty'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 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 1 securities available for sale from December 31, 2014 was due principally to a reduction in Treasury bills of $17.0 million. The change in Level 2 securities available for sale from December 31, 2014 was due principally to the sale of short term agency securities.
 
21

The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of September 30, 2015 and December 31, 2014, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:
 
 
(in thousands)
At September 30, 2015
 
At December 31, 2014
 
Impaired Loans - Fair Value Measurements Using:
           
Level 1: Quoted Prices in Active Markets For Identical Assets
$
-  
$
-  
Level 2: Significant Other Observable Inputs
 
4,229  
 
5,244  
Level 3: Significant Unobservable Inputs
 
5,649  
 
15,618  
Impaired loans measured at fair value $ 9,878   $ 20,862  
 
           
Other Real Estate Owned - Fair Value Measurements Using:
           
Level 1: Quoted Prices in Active Markets For Identical Assets
$
-  
$
-  
Level 2: Significant Other Observable Inputs
 
1,844  
 
1,847  
Level 3: Significant Unobservable Inputs
 
494  
 
351  
Other real estate owned measured at fair value $ 2,338   $ 2,198  
 
 
ASC 825-10 provides First Guaranty with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits First Guaranty 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.
 
First Guaranty 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.
 
Note 11. Financial Instruments
 
Fair value estimates are generally subjective in nature and are dependent upon a number of significant assumptions associated with each instrument or group of similar instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows and relevant available market information. Fair value information is intended to represent an estimate of an amount at which a financial instrument could be exchanged in a current transaction between a willing buyer and seller engaging in an exchange transaction. However, since there are no established trading markets for a significant portion of First Guaranty’s financial instruments, First Guaranty may not be able to immediately settle financial instruments; as such, the fair values are not necessarily indicative of the amounts that could be realized through immediate settlement. In addition, the majority of the financial instruments, such as loans and deposits, are held to maturity and are realized or paid according to the contractual agreement with the customer.
 
Quoted market prices are used to estimate fair values when available. However, due to the nature of the financial instruments, in many instances quoted market prices are not available. Accordingly, estimated fair values have been estimated based on other valuation techniques, such as discounting estimated future cash flows using a rate commensurate with the risks involved or other acceptable methods. Fair values are estimated without regard to any premium or discount that may result from concentrations of ownership of financial instruments, possible income tax ramifications or estimated transaction costs. The fair value estimates are subjective in nature and involve matters of significant judgment and, therefore, cannot be determined with precision. Fair values are also estimated at a specific point in time and are based on interest rates and other assumptions at that date. As events change the assumptions underlying these estimates, the fair values of financial instruments will change.
 
Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations of pension and other postretirement benefits, premises and equipment, other real estate, prepaid expenses, the value of long-term relationships with depositors (core deposit intangibles) and other customer relationships, other intangible assets and income tax assets and liabilities. Fair value estimates are presented for existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses have not been considered in the estimates. Accordingly, the aggregate fair value amounts presented do not purport to represent and should not be considered representative of the underlying market or franchise value of First Guaranty.
 
Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate the fair values, reasonable comparison of the fair value information with other financial institutions' fair value information cannot necessarily be made. The methods and assumptions used to estimate the fair values of financial instruments are as follows:
 
Cash and due from banks, interest-bearing deposits with banks, federal funds sold and federal funds purchased.
 
These items are generally short-term and the carrying amounts reported in the consolidated balance sheets are a reasonable estimation of the fair values.
 
Investment Securities.
 
Fair values are principally based on quoted market prices. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or the use of discounted cash flow analyses.
 
 
22


Loans Held for Sale.
 
Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices. These loans are classified within level 3 of the fair value hierarchy.
 
Loans, net.
 
Fair values are computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. These loans are classified within level 3 of the fair value hierarchy.
 
Accrued interest receivable.
 
The carrying amount of accrued interest receivable approximates its fair value.
 
Deposits.
 
The fair value of demand deposits, savings and interest-bearing demand deposits is the amount payable on demand. The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates currently offered for deposits of similar remaining maturities. Deposits are classified within level 3 of the fair value hierarchy.
 
Accrued interest payable.
 
The carrying amount of accrued interest payable approximates its fair value.
 
Borrowings.
 
The carrying amount of federal funds purchased and other short-term borrowings approximate their fair values. The fair value of First Guaranty’s long-term borrowings is computed using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Borrowings are classified within level 3 of the fair value hierarchy.
 
Other Unrecognized Financial Instruments.
 
The fair value of commitments to extend credit is estimated using the fees charged to enter into similar legally binding agreements, taking into account the remaining terms of the agreements and customers' credit ratings. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Noninterest-bearing deposits are held at cost. The fair values of letters of credit are based on fees charged for similar agreements or on estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At September 30, 2015 and December 31, 2014 the fair value of guarantees under commercial and standby letters of credit was not material.
 
The estimated fair values and carrying values of the financial instruments at September 30, 2015 and December 31, 2014 are presented in the following table:
 
     
   
September 30, 2015
   
December 31, 2014
 
(in thousands)  
Carrying Value
   
Estimated Fair Value
   
Carrying Value
   
Estimated Fair Value
 
Assets
               
Cash and cash equivalents
  $ 17,649    
$
17,649
   
$
44,575
   
$
44,575
 
Securities, available for sale
   
301,330
     
301,330
     
499,808
     
499,808
 
Securities, held to maturity
    216,424       216,586      
141,795
     
139,688
 
Federal Home Loan Bank stock
   
915
      915      
1,621
     
1,621
 
Loans, net of allowance for loan losses
    846,921       846,980      
781,216
     
780,470
 
Accrued interest receivable
    6,477       6,477      
6,384
     
6,384
 
                                 
Liabilities
                               
Deposits
 
$
1,272,139
   
$
1,273,347    
$
1,371,839
   
$
1,373,537
 
Borrowings
   
2,806
      2,806      
3,255
     
3,255
 
Accrued interest payable
   
1,951
     
1,951
     
1,997
     
1,997
 
 
There is no material difference between the contract amount and the estimated fair value of off-balance sheet items that are primarily comprised of short-term unfunded loan commitments that are generally at market prices.
 
Note 12. Subsequent Events
 
On November 12, 2015, First Guaranty sold in a public offering a total of 600,000 shares of its common stock, par value $1.00 per share, at a public offering price of $18.50 per share for gross proceeds of $11.1 million. The shares included in the offering were registered under the Securities Act of 1933, as amended pursuant to First Guaranty's Registration Statement on Form S-1 (File No. 333-199602) which was declared effective by the Securities and Exchange Commission on November 5, 2015. The underwriter has an option to purchase up to an additional 90,000 shares of common stock from First Guaranty.
23

 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion of First Guaranty's financial condition and results of operations is intended to highlight the significant factors affecting First Guaranty'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 September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 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 First Guaranty's financial position and results of operations for such periods.
 
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.
 
24

Third Quarter and Nine Months Ended 2015 Financial Overview
 
First Guaranty Bancshares, Inc. is a Louisiana corporation and a bank holding company headquartered in Hammond, Louisiana. First Guaranty Bank, the wholly-owned subsidiary of First Guaranty Bancshares, Inc., is a Louisiana chartered commercial bank that provides personalized commercial banking services primarily to Louisiana customers through 21 banking facilities primary located throughout Southeast, Southwest and North Louisiana. We emphasize personal relationships and localized decision making to ensure that products and services are matched to customer needs. First Guaranty competes for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees.
 
Financial highlights for the third quarter and nine months ended September 30, 2015 and 2014 are as follows:
 
 ●
Total assets were $1.4 billion at September 30, 2015 and $1.5 billion as of December 31, 2014. Total deposits were $1.3 billion at September 30, 2015 and $1.4 billion as of December 31, 2014. Total loans were $856.7 million at September 30, 2015, an increase of $66.4 million, or 8.4%, compared with December 31, 2014. Common shareholders’ equity was $108.9 million and $100.1 million at September 30, 2015 and December 31, 2014, respectively.
   
Net income for the third quarter of 2015 and 2014 was $3.9 million and $3.0 million, respectively.  Net income for the nine months ended September 30, 2015 was $11.1 million compared to $8.4 million for the nine months ended September 30, 2014. The increase in net income for the 2015 periods was the result of higher loan interest income and non-interest income and lower interest expense compared to the same periods in 2014. First Guaranty completed the liquidation of an equity security in the third quarter of 2015.  The sales of this investment increased non-interest income by $2.7 million for the nine months ended September 30, 2015, comprised of  $2.2 million in the third quarter of 2015 and $0.5 million for the second quarter of 2015.  
   
Net income available to common shareholders after preferred stock dividends was $3.8 million and $2.9 million for the third quarter of 2015 and 2014, respectively. Net income available to common shareholders after preferred stock dividends was $10.8 million and $8.1 million for the nine months ended September 30, 2015 and 2014, respectively. The dividends paid on preferred stock remained the same at $0.3 million for the nine months ended September 30, 2015 and 2014.
   
Earnings per common share were $0.60 and $0.45 for the third quarter of 2015 and 2014, respectively and $1.72 and $1.29 for the nine months ended September 30, 2015 and 2014, respectively.
   
Net interest income for the third quarter of 2015 was $11.8 million compared to $10.9 million for the same period in 2014. Net interest income for the nine months ended September 30, 2015 was $35.4 million compared to $32.4 million for the same period in 2014.
   
●  The provision for loan losses for the third quarter of 2015 was $1.9 million compared to $0.4 million for the same period in 2014. The provision for loan losses for the first nine months of 2015 was $2.9 million compared to $1.1 million for the first nine months of 2014.  The increase in provision was due to growth in the loan portfolio and due to charge-offs of $2.4 million associated primarily with four loan relationships.
   
●   The net interest margin for the first nine months of 2015 was 3.21% which was an increase of sixteen basis points from the net interest margin of 3.05% for the first nine months of 2014. The net interest margin for the third quarter of 2015 was 3.28% which was an increase of twenty-seven basis points from the net interest margin of 3.01% for the third quarter of 2014.  First Guaranty attributed the improvement in the net interest margin to the continued shift in interest earning asset balances from securities to loans and the continued reduction in interest expense over the last year. 
   
Investment securities totaled $517.8 million at September 30, 2015, a decrease of $123.8 million when compared to $641.6 million at December 31, 2014. At September 30, 2015, available for sale securities, at fair value, totaled $301.3 million, a decrease of $198.5 million when compared to $499.8 million at December 31, 2014. At September 30, 2015, held to maturity securities, at amortized cost, totaled $216.4 million, an increase of $74.6 million when compared to $141.8 million at December 31, 2014.  The decrease in investment securities was due to seasonal declines in public fund deposits which required less securities for collateral pledging and due to the continued shift of assets into loans.
   
Total loans net of unearned income were $856.7 million at September 30, 2015 compared to $790.3 million at December 31, 2014. The net loan portfolio at September 30, 2015 totaled $846.9 million, a net increase of $65.7 million from the December 31, 2014 net loan portfolio balance of $781.2 million. Total loans net of unearned income are reduced by the allowance for loan losses which totaled $9.8 million at September 30, 2015 and $9.1 million at December 31, 2014.  
   
Total impaired loans decreased $7.3 million to $22.2 million at September 30, 2015 compared to $29.5 million at December 31, 2014.
   
Return on average assets for the three months ended September 30, 2015 and September 30, 2014 was 1.06% and 0.80%, respectively. Return on average assets for the nine months ended September 30, 2015 and 2014 was 0.99% and 0.77%, respectively.  Return on average common equity for the three months ended September 30, 2015 and 2014 was 13.86% and 11.71%, respectively. Return on average common equity for the nine months ended September 30, 2015 and 2014 was 13.58% and 11.64%, respectively.  Return on average assets is calculated by dividing annualized net income before preferred dividends by average assets.  Return on average common equity is calculated by dividing net income available to common shareholders by average common equity.
   
Book value per common share was $17.31 as of September 30, 2015 compared to $15.41 as of September 30, 2014. The increase in book value was due to the changes in accumulated other comprehensive income/loss (“AOCI”) and an increase in retained earnings. Our AOCI is comprised of unrealized gains and losses on available for sale securities. 
   
First Guaranty's Board of Directors declared cash dividends of $0.16 per common share in the third quarter of 2015 and 2014.  First Guaranty has paid 89 consecutive quarterly dividends as of September 30, 2015.
   
 
25

Recent Events
 
On November 12, 2015, First Guaranty sold in a public offering a total of 600,000 shares of its common stock, par value $1.00 per share, at a public offering price of $18.50 per share for gross proceeds of $11.1 million. The shares included in the offering were registered under the Securities Act of 1933, as amended pursuant to First Guaranty's Registration Statement on Form S-1 (File No. 333-199602) which was declared effective by the Securities and Exchange Commission on November 5, 2015. Sandler O'Neill & Partners, L.P. acted as sole book-running manager for the offering and has an option to purchase up to an additional 90,000 shares of common stock from First Guaranty at the public offering price, less the underwriting discount, within 30 days from the effective date of the registration statement. Shares of First Guaranty's common stock began trading on the NASDAQ Global Market under the ticker symbol "FGBI" on November 5, 2015.
 
Financial Condition
 
Changes in Financial Condition from December 31, 2014 to September 30, 2015
 
General.
 
Total assets at September 30, 2015 were $1.4 billion, a decrease of $90.1 million or 5.9% from $1.5 billion at December 31, 2014.  Assets decreased due to declines in investment securities of $123.8 million and cash and equivalents of $26.9 million, partially offset by an increase in net loans of $65.7 million during the nine months ended September 30, 2015. 
 
Loans.
 
Net loans increased $65.7 million or 8.4% to $846.9 million at September 30, 2015 from $781.2 million at December 31, 2014. Net loans increased during the first nine months of 2015 primarily due to a $34.7 million increase in commercial and industrial loans, a $15.2 million increase in one-to four-family residential loans, a $10.5 million increase in consumer and other loans, a $4.6 million increase in agricultural and farmland loans, and a $3.6 million increase in construction and land development loans.  Commercial and industrial loans increased due to an increase in local originations of small business loans. Consumer and other loans increased due to the continued growth in our commercial lease originations and due to increased fundings associated with an existing credit facility to a financial institution.  One-to-four-family residential loans increased primarily due to an increase in local loan originations and the purchase of conforming one-to four-family residential loans.  Agricultural and farmland loans increased due to seasonal fundings on agricultural loan commitments.  Construction and land development loans increased principally due to the funding of unfunded commitments on various construction projects.  Non-farm non-residential loan balances were relatively stable.  Syndicated loans decreased from $129.0 million at December 31, 2014 to $120.2 millon at September 30, 2015.
 
As of September 30, 2015, 63.3% of our loan portfolio was secured primarily by real estate. There are no significant concentrations of credit to any individual borrower. The largest portion of our loan portfolio, at 38.1% as of September 30, 2015, was non-farm non-residential loans secured by real estate. Approximately 43% of the loan portfolio is based on a floating rate tied to the prime rate or LIBOR as of September 30, 2015. 84% of the loan portfolio is scheduled to mature within 5 years from September 30, 2015.

Net loans are reduced by the allowance for loan losses which totaled $9.8 million at September 30, 2015 and $9.1 million at December 31, 2014. Loan charge-offs totaled $2.4 million during the first nine months of 2015 and $3.1 million during the same period in 2014. Recoveries totaled $0.2 million during the first nine months of 2015 and $0.3 million during the same period in 2014. 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.
 
26
 
Investment Securities.
 
Investment securities at September 30, 2015 totaled $517.8 million, a decrease of $123.8 million compared to $641.6 million at December 31, 2014. The decrease was primarily attributed to the sale of short-term U.S. government agencies and corporate bonds. The investment portfolio consisted of available-for-sale securities at fair market value for a total of $301.3 million and held-to-maturity securities at amortized cost of $216.4 million at September 30, 2015.
 
Our investment securities portfolio is comprised of both available-for-sale securities and securities that we intend to hold to maturity. We purchase securities for our investment portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and to meet pledging requirements for public funds and borrowings.
 
The securities portfolio consists principally of U.S. Government and Government agency securities, agency mortgage-backed securities, corporate debt securities and municipal bonds. U.S. government agencies consist of FHLB, FFCB, Freddie Mac, and Fannie Mae obligations. The mortgage backed securities that we purchased were issued by Freddie Mac and Fannie Mae.  The securities portfolio provides First Guaranty with a balance to credit risk when compared to other categories of assets. Management monitors the securities portfolio for both credit and interest rate risk. First Guaranty 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. U.S. Government securities consist of U.S. Treasury bills that have maturities of less than 30 days. Municipal securities usually have maturities of 15 years or less.  Government agency securities generally have maturities of 15 years or less.  Agency mortgage backed securities have stated final maturities of 15 to 20 years.
 
Our available-for-sale securities portfolio totaled $301.3 million at September 30, 2015, a decrease of $198.5 million, or 39.7%, compared to $499.8 million at December 31, 2014. The decrease was due to the transfer of securities classified as available-for-sale to held-to-maturity along with the sale of securities due to seasonal declines in public funds deposits and in order to fund loan growth. The securities transferred to held-to-maturity were $51.8 million of government agency securities with unrealized losses of $128,000.  These securities are primarily used for the collateralization of public funds deposits. These securities have contractual maturities of five to ten years. First Guaranty completed its liquidation of the common stock from a converted preferred security in the third quarter of 2015.  During the third quarter of 2015, gains of $2.2 million were realized.  A total of  $0.5 million in gains were realized in the second quarter of 2015.  The total gains recognized on the security were $2.7 million for the nine months ended September 30, 2015.
 
Our held-to-maturity securities portfolio had an amortized cost of $216.4 million at September 30, 2015, an increase of $74.6 million, or 52.6%, compared to $141.8 million at December 31, 2014. The increase was due to the transfer of securities classified as available-for-sale to held-to-maturity of $51.8 million, and the purchase of $33.4 million of securities classified as held-to-maturity that was partially offset by early payoffs of $5.0 million of government agencies and the continued amortization of our mortgage-backed securities. 
 
At September 30, 2015, $30.5 million or 5.9% of the securities portfolio was scheduled to mature in less than one year. $180.9 million or 34.9% of the securities portfolio is scheduled to mature between one and five years. Securities, not including mortgage backed securities, with contractual maturity dates over 10 years totaled $42.5 million or 8.2% of the total portfolio at September 30, 2015.  The average maturity of the securities portfolio is affected by call options that may be exercised by the issuer of the securities and are influenced by market interest rates. Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio.  Based on internal forecasts as of September 30, 2015, management believes that the securities portfolio has a forecasted weighted average life of approximately 4.0 years based on the current interest rate environment.  A parallel interest rate shock of 400 basis points is forecasted to increase the weighted average life of the portfolio to approximately 5.6 years.  The portfolio had an estimated effective duration of 3.0 years at September 30, 2015.
 
There was no other than temporary impairment of securities in the nine months ended September 30, 2015 or September 30, 2014.
27

Nonperforming Assets.
 
Non-performing assets consist of non-performing loans and other real-estate owned. Non-performing loans (including nonaccruing troubled debt restructurings described below) are those on which the accrual of interest has stopped or loans which are contractually 90 days past due on which interest continues to accrue. Loans are ordinarily placed on nonaccrual status when principal and interest is delinquent for 90 days or more.  However, management may elect to continue the accrual when the asset is well secured and in the process of collection.  It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Nonaccrual loans are returned to accrual status when the financial position of the borrower indicates there is no longer any reasonable doubt as to the payment of principal or interest and a reasonable payment performance period is observed (generally considered six months or longer). Other real estate owned consists of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure.

The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.
 
(in thousands)
September 30, 2015  
December 31, 2014
 
Nonaccrual loans:
       
Real Estate:
       
 Construction and land development
$
878  
$
486
 
 Farmland
 
133
   
153
 
 1 - 4 family residential
 
5,560
   
3,819
 
 Multifamily
 
9,184
   
-
 
 Non-farm non-residential
 
1,139
   
4,993
 
Total Real Estate   16,894     9,451  
Non-Real Estate:
           
 Agricultural
 
1,480
   
832
 
 Commercial and industrial
 
1,825
   
1,907
 
 Consumer and other
  322    
4
 
Total Non-Real Estate   3,627     2,743  
Total nonaccrual loans
 
20,521
   
12,194
 
             
Loans 90 days and greater delinquent & accruing:
           
Real Estate:
           
 Construction and land development
 
-
   
-
 
 Farmland
 
-
   
-
 
 1 - 4 family residential
 
57
   
599
 
 Multifamily
 
-
   
-
 
 Non-farm non-residential
 
-
   
-
 
Total Real Estate   57     599  
Non-Real Estate:
           
 Agricultural
 
-
   
-
 
 Commercial and industrial
 
-
   
-
 
 Consumer and other
 
-
   
-
 
Total Non-Real Estate   -     -  
Total loans 90 days and greater delinquent & accruing
 
57
   
599
 
             
Total non-performing loans
 
20,578
   
12,793
 
             
Real Estate Owned:
           
Real Estate Loans:            
 Construction and land development
 
106
   
127
 
 Farmland
 
-
   
-
 
 1 - 4 family residential
 
840
   
1,121
 
 Multifamily
 
-
   
-
 
 Non-farm non-residential
  1,392    
950
 
Total Real Estate   2,338     2,198  
Non-Real Estate Loans:
           
 Agricultural
 
-
   
-
 
 Commercial and industrial
 
-
   
-
 
 Consumer and other
 
-
   
-
 
Total Non-Real Estate
 
-
   
-
 
Total Real Estate Owned   2,338     2,198  
             
Total non-performing assets
$
22,916
 
$
14,991
 
             
Non-performing assets to total loans   2.67 %   1.90 %
Non-performing assets to total assets   1.60 %   0.99 %
Non-performing loans to total loans   2.40 %   1.62 %
 
28

 
At September 30, 2015, nonperforming assets totaled $22.9 million, or 1.60% of total assets, compared to $15.0 million or 0.99% of total assets at December 31, 2014, which represented an increase of $7.9 million or 52.9%. The increase in non-performing assets occurred primarily as a result of two multi-family real estate loans with an aggregate balance of $8.3 million that were moved to non-accrual status at September 30, 2015. 
 
At September 30, 2015 nonaccrual loans totaled $20.5 million, an increase of $8.3 million or 68.3% compared to nonaccrual loans of $12.2 million at December 31, 2014. The increase in non-accrual loans was primarily associated with two lending relationships that were designated as non-accrual in the third quarter of 2015: (1) a loan in the amount of $5.4 million that was secured by a multi-family property; and (2) a loan in the amount of $2.9 million that was secured by a multi-family property. The first multi-family property loan experienced declines in occupancy and projected debt service ability.  Management ordered an updated appraisal which determined that a decline in collateral valuation had occured.  We charged-off $0.5 million to the fair value of $5.4 million and placed the loan on non-accrual at September 30, 2015.  The second multi-family property loan also experienced declines in occupancy and projected debt service ability.  There was no decline in the value of the collateral and no charge-off was taken on the loan. The loan was placed on non-accrual status at September 30, 2015.  Management will continue to evaluate the two loans in order to determine if their debt service ability returns to an adequate level for a satisfactory period of time before returning them to accrual status.  Nonaccrual loans were concentrated in four loan relationships for a total of $11.7 million or 57.0% of nonaccrual loans at September 30, 2015.
 
At September 30, 2015 loans 90 days or greater delinquent and still accruing totaled $0.1 million compared to $0.6 million at December 31, 2014, a decrease of $0.5 million. The decrease was primarily associated with three one-to-four family residential properties in the aggregate amount of $0.5 million that were moved to non-accrual status. 

Other real estate owned at September 30, 2015 totaled $2.3 million, an increase of $0.1 million from $2.2 million at December 31, 2014. The increase in other real estate owned was due to the addition of $0.5 million in non-farm non-residential properties and $0.3 million in residential properties offset by write-downs of $0.2 million and sales of $0.4 million, primarily related to residential properties.

At September 30, 2015, our largest non-performing assets were comprised of the following non-accrual loans:  (1) a multi-family real estate loan with a balance of $5.4 million secured by commercial property; (2) a multi-family real estate loan with a balance of $2.9 million secured by commercial property; (3) a lending relationship secured with three one-to-four family residential loans that in aggregate total $1.7 million; and (4) a commercial and industrial loan with a balance of $1.6 million secured by equipment, which has a USDA government guarantee for $1.3 million.
 
Troubled Debt Restructurings.
 
Another category of assets which contribute to our credit risk is troubled debt restructurings (“TDRs”). A TDR is a loan for which a concession has been granted to the borrower due to a deterioration of the borrower’s financial condition. Such concessions may include reduction in interest rates, deferral of interest or principal payments, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. We strive to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before such loan reaches nonaccrual status. In evaluating whether to restructure a loan, management analyzes the long-term financial condition of the borrower, including guarantor and collateral support, to determine whether the proposed concessions will increase the likelihood of repayment of principal and interest. TDRs that are not performing in accordance with their restructured terms and are either contractually 90 days past due or placed on nonaccrual status are reported as non-performing loans. Our policy provides that nonaccrual TDRs are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments and demonstrated ability to continue to repay.
 
The following is a summary of loans restructured as TDRs at September 30, 2015 and December 31, 2014:
 
(in thousands)   September 30, 2015    
December 31, 2014
 
Restructured Loans:        
In Compliance with Modified Terms  
$
3,436
   
$
2,998
 
Past Due 30 through 89 days and still accruing     -       2,204  
Past Due 90 days and greater and still accruing     -       -  
Non-Accrual Loans     601          
Restructured Loans that subsequently defaulted     1,961       230  
Total Restructured Loans   $ 5,998     $ 5,432  
 
At September 30, 2015, we had five outstanding TDRs: (1) a $2.9 million non-farm non-residential loan secured by commercial real estate, which is performing in accordance with its modified terms; (2) a $1.7 million lending relationship with three individual loans secured by one-to-four family residential properties that subsequently defaulted and is on non-accrual; (3) a $0.6 million construction and land development loan secured by raw land that is on non-accrual; (4) a $0.4 million non-farm non-residential loan secured by commercial real estate, which is performing in accordance with its modified terms; and (5) a $0.2 million loan secured by commercial real estate that subsequently defaulted and is on non-accrual. The restructuring of these loans was related to interest rate or amortization concessions. 
 
29

Allowance for Loan Losses.
 

The allowance for loan losses is maintained to absorb potential losses in the loan portfolio. The allowance is increased by the provision for loan losses, offset by recoveries of previously charged-off loans and is decreased by loan charge-offs. The provision is a charge to current expense to provide for current loan losses and to maintain the allowance 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 non-performing 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 our 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 adequacy of the allowance 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, and impaired. 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. Also, a specific reserve is allocated for our syndicated loans, including shared national credits. The general component covers non-classified loans and special mention loans and is based on historical loss experience for the past three years adjusted for qualitative factors described above. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.
 
The balance in the allowance for loan losses is principally influenced by the provision for loan losses and by net loan loss experience.  Additions to the allowance are charged to the provision for loan losses.  Losses are charged to the allowance as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time recovery is collected.
 
The allowance for losses was $9.8 million or 1.15% of total loans and 47.7% of nonperforming loans at September 30, 2015, up from $9.1 million at December 31, 2014.

Comparing September 30, 2015 to December 31, 2014, the increase in allowance was primarily attributed to growth in the loan portfolio. The primary change to the credit quality of the loan portfolio was associated with the downgrades of the previously discussed multi-family loans.  Special mention loans decreased principally due to the downgrade of loans from special mention to substandard.
 
First Guaranty charged off $2.4 million in loan balances during the first nine months of 2015.  The charged-off loan balances were concentrated in four loan relationships which totaled $1.5 million or 62.2% of the total charged off amount.  The details of the $2.4 million in charged off loans were as follows:
 
1.
First Guaranty recorded a partial charge off of $0.5 million on a multi-family real estate loan.  The loan had a balance of $5.4 million at September 30, 2015. 
2.
First Guaranty recorded a partial charge off of $0.5 million on a multi-family real estate loan. The loan had a balance of $0.9 million at September 30, 2015.
3. First Guaranty charged off a $0.3 million agriculture loan.
4. First Guaranty recorded a partial charge off of $0.2 million on a construction and land development loan. The loan had a balance of $0.6 million at September 30, 2015.
5. $0.9 million of charge-offs for the first nine months of 2015 were comprised of smaller loans and overdrawn deposit accounts.
 
Provisions totaled $2.9 million in the first nine months of 2015 as compared to $1.1 million for the same period in 2014. The provisions made in the first nine months of 2015 were taken to provide for current loan losses and to maintain the allowance proportionate to risks inherent in the loan portfolio. Total charge-offs were $2.4 million for the first nine months of 2015 as compared to $3.1 million for the same period in 2014.  Recoveries totaled $0.2 million during the first nine months of 2015 and $0.3 million during the first nine months of 2014. For more information, see Note 5 to Consolidated Financial Statements.
 
30

 

Other information related to the allowance for loan losses are as follows:
 
(in thousands)
September 30, 2015   September 30, 2014  
Loans:            
Average outstanding balance
$
805,947  
$
721,419
 
Balance at end of period
$
856,734
 
$
743,061
 
             
Allowance for Loan Losses:
           
Balance at beginning of year
$
9,105  
$
10,355
 
Charge-offs
 
(2,418
)
 
(3,082
Recoveries
 
248
   
300
 
Provision   2,878     1,054  
Balance at end of period
$
9,813  
$
8,627
 
 
31

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. We regularly assess our funding needs, deposit pricing and interest rate outlooks. From December 31, 2014 to September 30, 2015, total deposits decreased $99.7 million, or 7.3%, to $1.3 billion. Time deposits decreased $36.8 million, or 5.6%, to $620.2 million at September 30, 2015 compared to $657.0 million at December 31, 2014. Interest-bearing demand deposits decreased $69.4 million from December 31, 2014 to September 30, 2015. At September 30, 2015, we had $27.1 million in brokered deposits.  As we seek to strengthen our net interest margin and improve our earnings, attracting noninterest-bearing deposits will be a primary emphasis. Management will continue to evaluate and update our product mix in its efforts to attract additional customers.

As of September 30, 2015, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $250,000 was approximately $318.8 million. At September 30, 2015, approximately $213.6 million of First Guaranty's certificates of deposit had a remaining term greater than one year.
 
The following table compares deposit categories for the periods indicated.

 
Total Deposits
For the Nine Months Ended September 30,    For the Years Ended December 31,
 
2015
 
2014
 
2013
 
(in thousands except for %)
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Noninterest-bearing Demand
$
210,598
 
15.6
%
  0.0
%
 
$
200,127
 
15.3
%
 
0.0
%
 
$
196,589
 
15.8
%
 
0.0
%
 
Interest-bearing Demand
 
412,053
 
30.5
%
 
0.3
%
   
386,363
 
29.6
%
 
0.3
%
   
334,573
 
26.8
%
 
0.4
%
 
Savings
 
76,591
 
5.7
%
 
0.0
%
   
69,719
 
5.4
%
 
0.0
%
   
64,639
 
5.2
%
 
0.1
%
 
Time
 
652,050
 
48.2
%
 
1.1
%
   
649,165
 
49.7
%
 
1.2
%
   
650,540
 
52.2
%
 
1.5
%
 
Total Deposits
$
1,351,292
 
100.0
%
 
0.6
%
 
$
1,305,374
 
100.0
%
 
0.8
%
 
$
1,246,341
 
100.0
%
 
0.9
%
 
 
Individual and Business Deposits
For the Nine Months Ended September 30,   For the Years Ended December 31,
 
2015
 
2014
 
2013
 
(in thousands except for %)
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Noninterest-bearing Demand
$
206,238
 
27.2
%
 
0.0
%
 
$
197,332
 
25.3
%
 
0.0
%
 
$
193,773
 
24.6
%
 
0.0
%
 
Interest-bearing Demand
 
112,551
 
14.9
%
 
0.2
%
   
105,569
 
13.5
%
 
0.2
%
   
85,384
 
10.9
%
 
0.3
%
 
Savings
 
65,499
 
8.7
%
 
0.1
%
   
61,288
 
7.9
%
 
0.0
%
   
57,819
 
7.3
%
 
0.1
%
 
Time
 
372,895
 
49.2
%
 
1.4
%
   
414,975
 
53.3
%
 
1.4
%
   
450,178
 
57.2
%
 
1.8
%
 
Total Deposits
$
757,183
 
100.0
%
 
0.7
%
 
$
779,164
 
100.0
%
 
0.8
%
 
$
787,154
 
100.0
%
 
1.1
%
 

Public Fund Deposits
For the Nine Months Ended September 30,   For the Years Ended December 31,
 
2015
 
2014
 
2013
 
(in thousands except for %)
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Average Balance
 
Percent
 
Weighted Average Rate
 
Noninterest-bearing Demand
$
4,360
 
0.7
%
 
0.0
%
 
$
2,795
 
0.5
%
 
0.0
%
 
$
2,816
 
0.6
%
 
0.0
%
 
Interest-bearing Demand
 
299,502
 
50.4
%
  0.4
%
   
280,794
 
53.4
%
 
0.4
%
   
249,189
 
54.3
%
 
0.4
%
 
Savings
 
11,092
  1.9
%
 
0.0
%
   
8,431
 
1.6
%
 
0.0
%
   
6,820
 
1.5
%
 
0.1
%
 
Time
 
279,155
 
47.0
%
  0.7
%
   
234,190
 
44.5
%
 
0.7
%
   
200,362
 
43.6
%
 
0.8
%
 
Total Deposits
$
594,109
 
100.0
%
 
0.5
%
 
$
526,210
 
100.0
%
 
0.5
%
 
$
459,187
 
100.0
%
 
0.6
%
 
The following table sets forth the distribution of our time deposit accounts.
 
(in thousands)
September 30, 2015  
Time deposits of less than $100,000 $ 170,426  
Time deposits of $100,000 through $250,000   130,989  
Time deposits of more than $250,000   318,802  
Total Time Deposits $ 620,217  

32


At September 30, 2015, public funds deposits totaled $543.5 million compared to $601.5 million at December 31, 2014. The decline was primarily due to seasonal fluctuations in deposit balances.  Public fund time deposits totaled $268.0 million at September 30, 2015 compared to $266.7 million at December 31, 2014. We have developed a program for the retention and management of public funds deposits. Since 2012, we have maintained public funds deposits in excess of $400.0 million. These deposits are from local government entities such as school districts, hospital districts, sheriff departments and other municipalities. $431.5 million, or 79%, of these accounts at September 30, 2015, are under contracts with terms of three years or less. Three of these relationships account for 39% of our total public funds deposits, each of which is currently under contract with us. These deposits generally have stable balances as we maintain both operating accounts and time deposits for these entities.  There is a seasonal component to public deposit levels associated with annual tax collections.  Public funds will increase at the end of the year and during the first quarter. Public funds generally decline in the second and third quarters. Public funds deposit accounts are collateralized by FHLB letters of credit, by Louisiana municipal bonds and by eligible government and government agency securities such as those issued by the FHLB, FFCB, Fannie Mae, and Freddie Mac.  We invest the majority of these public deposits in our investment portfolio.
 
The following table sets forth public funds as a percent of total deposits.
(in thousands except for %)
September 30, 2015   December 31, 2014   December 31, 2013   December 31, 2012   December 31, 2011  
Public Funds:                                        
Noninterest-bearing Demand
 $ 3,253      $  3,241      $ 3,016      $  3,735      $  2,552    
Interest-bearing Demand    257,821        321,382        296,739        265,296        208,230    
Savings   14,497        10,142        7,209        6,415        3,918    
Time    267,976        266,743        208,614        195,052        217,205    
Total Public Funds $ 543,547     $ 601,508     $ 515,578     $ 470,498     $ 431,905    
Total Deposits $ 1,272,139     $ 1,371,839     $ 1,303,099     $ 1,252,612     $ 1,207,302    
Total Public Funds as a percent of Total Deposits   42.7 %     43.9 %     39.6 %     37.6 %     35.8 %  
 
33

Borrowings.
 
First Guaranty 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. Short-term borrowings totaled $1.8 million at September 30, 2015 and December 31, 2014. Short-term borrowings consisted of a line of credit totaling $1.8 million from another financial institution. First Guaranty had long-term borrowings totaling $1.0 million as of September 30, 2015 and $1.5 million at December 31, 2014 from another financial institution.  
 
At September 30, 2015, First Guaranty had $195.0 million in Federal Home Loan Bank letters of credit outstanding obtained solely for collateralizing public deposits.
 
Total Shareholders' Equity.
 
Total shareholders' equity increased to $148.3 million at September 30, 2015 from $139.6 million at December 31, 2014. The increase in shareholders' equity was principally the result of an increase in retained earnings of $7.8 million and a $0.9 million increase in accumulated other comprehensive income.  The $7.8 million increase in retained earnings was due to net income of $11.1 million during the nine month period ended September 30, 2015, partially offset by $3.0 million in cash dividends paid on our common stock and $0.3 million in dividends paid on our preferred stock issued to the U.S. Treasury in connection with our participation in the SBLF.  

Results of Operations for the Third Quarter and Nine Months Ended September 30, 2015 and 2014
 
Performance Summary
 
Three months ended September 30, 2015 compared to the three months ended September 30, 2014. Net income for the three months ended September 30, 2015 was $3.9 million, an increase of $0.9 million, or 30.7%, from $3.0 million for the three months ended September 30, 2014. Net income available to common shareholders for the three months ended September 30, 2015 was $3.8 million which was an increase of $0.9 million from $2.9 million for the same period in 2014. The increase in net income for the three months ended September 30, 2015 was primarily the result of increased loan interest income, increased noninterest income, and lower interest expense. Noninterest income increased primarily due to sales of an equity security that resulted in gains of $2.2 million for the third quarter 2015.  Earnings per common share for the three months ended September 30, 2015 was $0.60 per common share, an increase of 33.3% or $0.15 per common share from $0.45 per common share for the three months ended September 30, 2014.
 
Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. Net income for the nine months ended September 30, 2015 was $11.1 million, an increase of $2.7 million, or 32.2%, from $8.4 million for the nine months ended September 30, 2014. Net income available to common shareholders for the nine months ended September 30, 2015 was $10.8 million which was an increase of $2.7 million from $8.1 million for the same period in 2014. The increase in net income for the nine months ended September 30, 2015 was primarily the result of increased loan interest income, increased noninterest income, and lower interest expense. Noninterest income increased primarily due to sales of an equity security that resulted in gains of $2.7 million for the nine months ended September 30, 2015.  Earnings per common share for the nine months ended September 30, 2015 was $1.72 per common share, an increase of 33.3% or $0.43 per common share from $1.29 per common share for the nine months ended September 30, 2014.
 
Net Interest Income
 
Our operating results depend primarily on our net interest income, which is the difference between interest income earned on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds.
 
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 may have a significant impact on a financial institution’s 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 low interest rate environment in recent years and our interest sensitivity position is discussed below.
 
Three months ended September 30, 2015 compared to the three months ended September 30, 2014. Net interest income for the three months ended September 30, 2015 and 2014 was $11.8 million and $10.9 million, respectively. The increase in net interest income for the three months ended September 30, 2015 was primarily due to the increase in the average yield of our total interest-earning assets, a decrease in the average balance of our total interest-bearing liabilities and a decrease in the average rate of our total interest-bearing liabilities. For the three months ended September 30, 2015, the average balance of our total interest-earning assets decreased by $10.3 million to $1.4 billion, and the average yield of interest-earning assets increased by twenty-three basis points to 3.87% from 3.64% for the three months ended September 30, 2014.  The average rate of our total interest-bearing liabilities decreased by four basis points to 0.77% for the three months ended September 30, 2015 compared to 0.81% for the three months ended September 30, 2014. The average balance of our interest-bearing liabilities decreased $28.9 million to $1.1 billion for the three months ended September 30, 2015. As a result, our net interest rate spread increased twenty-seven basis points to 3.10% for the three months ended September 30, 2015 from 2.83% for the three months ended September 30, 2014, and our net interest margin also increased twenty-seven basis points to 3.28% for the three months ended September 30, 2015 from 3.01% for the three months ended September 30, 2014.
 
Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.  Net interest income for the nine months ended September 30, 2015 and 2014 was $35.4 million and $32.4 million, respectively. The increase in net interest income for the nine months ended September 30, 2015 was primarily due to the increase in the average balance of our total interest-earning assets, an increase in the average yield of interest earning assets and a decrease in the average rate of our total interest-bearing liabilities. For the nine months ended September 30, 2015, the average balance of our total interest-earning assets increased by $58.0 million to $1.5 billion, and the average yield of interest-earning assets increased by ten basis points to 3.81% from 3.71% for the nine months ended September 30, 2014.  The average rate of our total interest-bearing liabilities decreased by seven basis points to 0.76% for the nine months ended September 30, 2015 compared to 0.83% for the nine months ended September 30, 2014, which was partially offset by the increase in the average balance of total interest-bearing liabilities by $26.9 million to $1.1 billion for the nine months ended September 30, 2015. As a result, our net interest rate spread increased seventeen basis points to 3.05% for the nine months ended September 30, 2015 from 2.88% for the nine months ended September 30, 2014, and our net interest margin also increased sixteen basis points to 3.21% for the nine months ended September 30, 2015 from 3.05% for the nine months ended September 30, 2014.
 
34

 
Interest Income
 
Three months ended September 30, 2015 compared to the three months ended September 30, 2014. Interest income increased $0.7 million, or 5.4%, to $13.9 million for the three months ended September 30, 2015. Interest income on loans increased $0.8 million and interest income on securities decreased $0.1 million for the three months ended September 30, 2015 as compared to the prior year period. The increase in interest income resulted primarily from an increase in the average yield of interest-earning assets by twenty-three basis points to 3.87% for the three months ended September 30, 2015 compared to 3.64% for the three months ended September 30, 2014. This increase was offset by a $10.3 million decrease of the average balance of our interest-earnings assets to $1.4 billion for the three months ended September 30, 2015.
 
Interest income on loans increased $0.8 million, or 8.4%, to $10.6 million for the three months ended September 30, 2015 as a result of an increase in the average balance of loans, partially offset by a decrease in the average yield on loans. The average balance of loans increased by $85.3 million to $825.4 million for the three months ended September 30, 2015 from $740.1 million for the three months ended September 30, 2014 as a result of new loan originations, the majority of which were one-to-four family residential loans, a purchased pool of performing commercial leases, the origination of commercial leases, and commercial and industrial loans.  Partially offsetting the increase in the average balance of loans was a decrease in the average yield on loans, which decreased by fifteen basis points to 5.07% for the three months ended September 30, 2015 from 5.22% for the three months ended September 30, 2014 due to pay-offs of higher-yielding existing loans and charged-off interest associated with non-accrual loans.   
 
Interest income on securities decreased $0.1 million, or 2.9%, to $3.3 million for the three months ended September 30, 2015 primarily as a result of a decrease in the average balance of securities. The average balance of securities decreased $96.9 million to $572.1 million for the three months ended September 30, 2015 from $669.1 million for the three months ended September 30, 2014 due to a decrease in the average balance of our short-term agency securities.  The average yield on securities increased by twenty-eight basis points to 2.30% for the three months ended September 30, 2015 from 2.02% for the three months ended September 30, 2014.
 
Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014. Interest income increased $2.6 million, or 6.7%, to $42.0 million for the nine months ended September 30, 2015 primarily as a result of a $2.5 million increase in interest income on loans. The increase in interest income resulted primarily from a $58.0 million increase in the average balance of our interest-earnings assets to $1.5 billion for the nine months ended September 30, 2015. The average yield of interest-earning assets increased by ten basis points to 3.81% for the nine months ended September 30, 2015 compared to 3.71% for the nine months ended September 30, 2014.
 
Interest income on loans increased $2.5 million, or 8.4%, to $31.7 million for the nine months ended September 30, 2015 as a result of an increase in the average balance of loans, partially offset by a decrease in the average yield on loans. The average balance of loans increased by $84.5 million to $805.9 million for the nine months ended September 30, 2015 from $721.4 million for the nine months ended September 30, 2014 as a result of new loan originations, the majority of which were one-to-four family residential loans, a purchased pool of performing commercial leases, the origination of commercial leases, and commercial and industrial loans. First Guaranty attributes most of the growth in commercial and industrial loans to our business strategy to grow small business loans. Partially offsetting the increase in the average balance of loans was a decrease in the average yield on loans, which decreased by sixteen basis points to 5.26% for the nine months ended September 30, 2015 from 5.42% for the nine months ended September 30, 2014 due to pay-offs of higher-yielding existing loans and charged-off interest associated with non-accrual loans.
 
Interest income on securities increased $0.2 million, or 2.2%, to $10.3 million for the nine months ended September 30, 2015 primarily as a result of an increase in the average yield on securities. The average yield on securities increased by six basis points to 2.15% for the nine months ended September 30, 2015 from 2.09% for the nine months ended September 30, 2014. This was offset by a decrease in the average balance of securities by $4.6 million to $638.3 million for the nine months ended September 30, 2015 from $642.9 million for the nine months ended September 30, 2014 due to a decrease in the average balance of our short-term agency securities.
 
35
Interest Expense
 
Three months ended September 30, 2015 compared to the three months ended September 30, 2014. Interest expense decreased $0.2 million, or 7.7%, to $2.1 million for the three months ended September 30, 2015 from $2.3 million for the three months ended September 30, 2014 due to decreases in the average rate on time deposits and the average balance of deposits. The average rate of time deposits decreased by 7 basis points during the three months ended September 30, 2015 to 1.08%, reflecting downward repricing of our time deposits in the continued low interest rate environment. The average balance of interest-bearing deposits decreased by $22.7 million during the three months ended September 30, 2015 to $1.1 billion as a result of a $29.2 million decrease in the average balance of time deposits that was partially offset by a $6.5 million increase in the average balance of interest-bearing demand deposits and savings deposits.
 
Nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.  Interest expense decreased $0.4 million, or 6.1%, to $6.6 million for the nine months ended September 30, 2015 from $7.0 million for the nine months ended September 30, 2014 due to a decrease in the average rate on time deposits.  The average rate of time deposits decreased by 10 basis points during the nine months ended September 30, 2015 to 1.10%, reflecting downward repricing of our time deposits in the continued low interest rate environment. The average balance of interest-bearing deposits increased by $31.4 million during the nine months ended September 30, 2015 to $1.1 billion as a result of a $29.9 million increase in the average balance of interest-bearing demand deposits and savings deposits along with a $1.5 million increase in the average balance of time deposits.
 
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 tables as loans carrying a zero yield. Loans, net of unearned income, include loans held for sale. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.
 
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.
  Three Months Ended September 30, 2015   Three Months Ended September 30, 2014  
(in thousands except for %)
Average Balance   Interest   Yield/Rate (5)   Average Balance   Interest   Yield/Rate (5)  
Assets
                                   
Interest-earning assets:
                                   
Interest-earning deposits with banks
$
25,591  
$
14   0.22
%
 
$
24,315  
$
16   0.28
%
 
Securities (including FHLB stock)
  572,143     3,312   2.30
%
   
669,067
    3,410   2.02
%
 
Federal funds sold
  334    
-
   -
%
    272    
-
  -
%
 
Loans, net of unearned income
  825,393     10,551    5.07
%
    740,140    
9,735
 
5.22
%
 
Total interest-earning assets
 
1,423,461  
$
13,877   3.87
%
 
 
1,433,794
 
$
13,161
  3.64
%
 
                                     
Noninterest-earning assets:
                                   
Cash and due from banks
 
7,435              
 
8,804
             
Premises and equipment, net
  20,528                
20,225
             
Other assets
  7,364                
6,429
             
Total Assets
$
1,458,788              
$
1,469,252
             
                                     
Liabilities and Shareholders' Equity
                                   
Interest-bearing liabilities:
                                   
Demand deposits
$
373,901  
$
348   0.37
%
 
$
375,718
 
$
321
  0.34
%
 
Savings deposits
  78,138      9   0.05
%
   
69,862
    8   0.05
%
 
Time deposits
  636,481     1,727   1.08
%
   
665,640
   
1,923
  1.15
%
 
Borrowings
  7,464     35   1.86
%
   
13,673
   
44
  1.28
%
 
Total interest-bearing liabilities
 
1,095,984  
$
2,119   0.77
%
 
 
1,124,893  
$
2,296
  0.81
%
 
                                     
Noninterest-bearing liabilities:
                                   
Demand deposits
 
210,568              
 
202,596
             
Other
  4,547                
5,077
             
Total Liabilities
 
1,311,099              
 
1,332,566
             
                                     
Shareholders' equity
  147,689                
136,686
             
Total Liabilities and Shareholders' Equity
$
1,458,788              
$
1,469,252
             
Net interest income
     
$
11,758              
$
10,865
       
                                     
Net interest rate spread (1)
            3.10
%
              2.83
%
 
Net interest-earning assets (2)
$
327,477              
$
308,901
             
Net interest margin (3), (4)
            3.28
%
              3.01
%
 
                                     
Average interest-earning assets to interest-bearing liabilities
            129.88
%
              127.46
%
 
                                     
(1) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average total interest-earning assets.
(4) The tax adjusted net interest margin was 3.31% and 3.04% for the above periods ended September 30, 2015 and 2014 respectively. A 35% tax rate was used to calculate the effect on securities income from tax exempt securities.
(5)  Annualized.
 
36

  Nine Months Ended September 30, 2015   Nine Months Ended September 30, 2014  
(in thousands except for %)
Average Balance   Interest   Yield/Rate (5)   Average Balance   Interest   Yield/Rate (5)  
Assets
                                   
Interest-earning assets:
                                   
Interest-earning deposits with banks
$
30,841  
$
56   0.24
%
 
$
52,804  
$
97
  0.25
%
 
Securities (including FHLB stock)
  638,320     10,256   2.15
%
   
642,895
    10,034   2.09
%
 
Federal funds sold
  312    
-
  -
%
    313    
-
  0.05
%
 
Loans, net of unearned income
  805,947     31,680   5.26
%
    721,419    
29,220
 
5.42
%
 
Total interest-earning assets
 
1,475,420  
$
41,992   3.81
%
 
 
1,417,431
 
$
39,351
  3.71
%
 
                                     
Noninterest-earning assets:
                                   
Cash and due from banks
 
7,025              
 
9,246
             
Premises and equipment, net
  19,896                
19,772
             
Other assets
  6,299                
7,662
             
Total Assets
$
1,508,640              
$
1,454,111
             
                                     
Liabilities and Shareholders' Equity
                                   
Interest-bearing liabilities:
                                   
Demand deposits
$
412,053  
$
1,052   0.34
%
 
$
390,099
 
$
1,004
  0.34
%
 
Savings deposits
  76,591     26   0.05
%
   
68,700
    24   0.05
%
 
Time deposits
  652,050     5,369   1.10
%
   
650,518
   
5,848
  1.20
%
 
Borrowings
  5,909     104   2.36
%
   
10,420
   
102
  1.31
%
 
Total interest-bearing liabilities
 
1,146,603  
$
6,551   0.76 
%
 
 
1,119,737  
$
6,978
  0.83
%
 
                                     
Noninterest-bearing liabilities:
                                   
Demand deposits
 
210,598              
 
196,821
             
Other
  5,245                
4,759
             
Total Liabilities
 
1,362,446              
 
1,321,317
             
                                     
Shareholders' equity
  146,194                
132,794
             
Total Liabilities and Shareholders' Equity
$
1,508,640              
$
1,454,111
             
Net interest income
     
$
35,441              
$
32,373
       
                                     
Net interest rate spread (1)
            3.05
%
              2.88
%
 
Net interest-earning assets (2)
$
328,817              
$
297,694              
Net interest margin (3), (4)
            3.21
%
              3.05
%
 
                                     
Average interest-earning assets to interest-bearing liabilities
           
128.68
%
              126.59
%
 
                                     
(1) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2) Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by average total interest-earning assets.
(4) The tax adjusted net interest margin was 3.24% and 3.08% for the above periods ended September 30, 2015 and 2014 respectively. A 35% tax rate was used to calculate the effect on securities income from tax exempt securities.
(5) Annualized.
37

 
Provision for Loan Losses.
 
A provision for loan losses is a charge to income in an amount that management believes is necessary to maintain an adequate allowance for loan losses. The provision is based on management’s regular evaluation of current economic conditions in our specific markets as well as regionally and nationally, changes in the character and size of the loan portfolio, underlying collateral values securing loans, and other factors which deserve recognition in estimating loan losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.
 
For the three months ended September 30, 2015, the provision for loan losses was $1.9 million compared to $0.4 million for the same period in 2014.  The allowance for loan losses at September 30, 2015 was $9.8 million and was 1.15% of total loans.  The increase in the provision was principally due to growth in loans and to account for specific charge-offs concentrated in four loan relationships described earlier.
 
We recorded a $2.9 million provision for loan losses for the nine months ended September 30, 2015 compared to $1.1 million for the same period in 2014. The increase in the provision was principally due to growth in loans and to account for specific charge-offs concentrated in four credit relationships described earlier.
 
We believe that the allowance is adequate to cover potential losses in the loan portfolio given the current economic conditions, and current expected net charge-offs and non-performing asset levels.
 
Noninterest Income.
 
Our primary sources of recurring noninterest income are customer service fees, loan fees, gains on the sales of loans and available-for-sale securities and other service fees. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method.
 
Noninterest income totaled $3.7 million for the three months ended September 30, 2015, an increase of $2.1 million from $1.6 million for the three months ended September 30, 2014.  The majority of the increase was due to higher gains on securities sales.  Net securities gains were $2.2 million for the three months ended September 30, 2015 as compared to $0.1 million for the same period in 2014. The gains on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth and liquidated its shares in a preferred security that converted to common stock in the first quarter of 2015.  Service charges, commissions and fees totaled $0.7 million for the three months ended September 30, 2015 and 2014.  ATM and debit card fees totaled $0.4 million for the three months ended September 30, 2015 and 2014. Other noninterest income totaled $0.3 million for the three months ended September 30, 2015 and $0.4 million for the same period in 2014.
 
Noninterest income totaled $7.6 million for the nine months ended September 30, 2015, an increase of $2.8 million from $4.7 million for the nine months ended September 30, 2014. The majority of the increase was due to higher gains on securities sales. Net securities gains were $3.2 million for the nine months ended September 30, 2015 as compared to $0.3 million for the same period in 2014. The gains on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth and liquidated its shares in a preferred security that converted to common stock in the first quarter of 2015. Service charges, commissions and fees totaled $2.0 million for the nine months ended September 30, 2015 and $2.1 million for the nine months ended September 30, 2014. ATM and debit card fees totaled $1.3 million for the nine months ended September 30, 2015 and $1.2 million for the same period in 2014. Other noninterest income totaled $1.0 million for the nine months ended September 30, 2015 compared to $1.1 million for the nine months ended September 30, 2014.
 
38

Noninterest Expense.
  
Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses.  Noninterest expense totaled $7.8 million for the three months ended September 30, 2015 and $7.6 million for the three months ended September 30, 2014. Salaries and benefits expense totaled $3.8 million for the three months ended September 30, 2015 and $4.0 million for the three months ended September 30, 2014. Occupancy and equipment expense totaled $1.0 million for both the three months ended September 30, 2015 and 2014. Other noninterest expense totaled $3.0 million for the three months ended September 30, 2015, an increase of $0.3 million when compared to $2.7 million for the same period in 2014. The largest increase in noninterest expense occurred due to higher costs associated with other real estate owned.
 
Noninterest expense totaled $23.4 million for both the nine months ended September 30, 2015 and 2014.  Salaries and benefits expense totaled $11.7 million for both the nine months ended September 30, 2015 and 2014. Occupancy and equipment expense totaled $2.9 million for the nine months ended September 30, 2015 compared to $3.0 million for the same period in 2014.  Other noninterest expense totaled $8.7 million for the nine months ended September 30, 2015 and $8.6 million for the same period in 2014.
 
The following table presents, for the periods indicated, the major categories of other noninterest expense:

  Three Months Ended September 30,   Nine Months Ended September 30,  
(in thousands) 2015   2014  
2015
 
2014
 
Other noninterest expense:
               
Legal and professional fees
 $ 561    $ 468  
$
1,351
 
$
1,344
 
Data processing
  250     264     866    
812
 
Marketing and public relations
  242     165    
611
   
506
 
Taxes - sales, capital, and franchise
  177     171     542    
517
 
Operating supplies
  117     113    
319
   
305
 
Travel and lodging
  247     130     657    
427
 
Telephone   43     60     138     184  
Amortization of core deposits   80     80     240     240  
Donations    88     75     258     225  
Net costs from other real estate and repossessions
  163     88   454     836  
Regulatory assessment   288     289     828     901  
Other
  720     795    
2,452
   
2,341
 
Total other noninterest expense
 $ 2,976    $ 2,698  
$
8,716
 
$
8,638
 
 
Income Taxes.
 
The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other non-deductible expenses.  The provision for income taxes for the three months ended September 30, 2015 and 2014 was $2.0 million and $1.5 million, respectively.  The provision for income taxes increased due to the increase in income before taxes.  First Guaranty’s statutory tax rate was 35.0% for the three months ended September 30, 2015, which was unchanged from the third quarter of 2014.
 
The provision for income taxes for the nine months ended September 30, 2015 and 2014 was $5.6 million and $4.2 million, respectively. The provision for income taxes increased due to the increase in income before taxes. Our statutory tax rate was 35.0% for the nine months ended September 30, 2015 and 2014.
39

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 us 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.

Loans maturing within one year or less at September 30, 2015 totaled $167.1 million. At September 30, 2015, time deposits maturing within one year or less totaled $406.6 million. First Guaranty’s held-to-maturity ("HTM") portfolio at September 30, 2015 was $216.4 million or 41.8% of the investment portfolio compared to $141.8 million or 22.1% at December 31, 2014. The securities in the HTM portfolio are used to collateralize public funds deposits and may also be used to secure borrowings with the Federal Home Loan Bank or Federal Reserve Bank. The agency securities in the HTM portfolio have maturities of 10 years or less. The mortgage backed securities have stated final maturities of 15 to 20 years at September 30, 2015. The HTM portfolio had a forecasted weighted average life of approximately 3.6 years based on current interest rates. Management regularly monitors the size and composition of the HTM portfolio to evaluate its effect on First Guaranty’s liquidity. First Guaranty’s available-for-sale ("AFS") portfolio was $301.3 million or 58.2% of the investment portfolio as of September 30, 2015. The majority of the AFS portfolio was comprised of  U.S. Government Agencies, municipal bonds and investment grade corporate bonds. Management believes these securities are readily marketable and enhance First Guaranty’s liquidity.
 
First Guaranty maintained a net borrowing capacity at the Federal Home Loan Bank totaling $107.7 million and $156.4 million at September 30, 2015 and December 31, 2014, respectively. First Guaranty also has a discount window line with the Federal Reserve Bank. We also maintain federal funds lines of credit at various correspondent banks with borrowing capacity of $70.5 million and a revolving line of credit for $2.5 million with an availability of $0.7 million as of September 30, 2015. Management believes there is sufficient liquidity to satisfy current operating needs.
 
Capital Resources.
 
First Guaranty's capital position is reflected in shareholders’ 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 shareholders’ equity increased to $148.3 million at September 30, 2015 from $139.6 million at December 31, 2014. The increase in total shareholders’ equity was principally the result of an increase in retained earnings of $7.8 million and a $0.9 million increase in the balance of the accumulated other comprehensive income from $0.2 million at December 31, 2014 to $1.2 million at September 30, 2015.  The $7.8 million increase in retained earnings was due to net income of $11.1 million during the nine month period ended September 30, 2015, partially offset by $3.0 million in cash dividends paid on our common stock and $0.3 million in dividends paid on our Series C Preferred Stock issued to the Treasury in connection with our participation in the SBLF. We are currently at the contractual minimum dividend rate of 1.0% on our SBLF capital. Beginning on March 22, 2016, the per annum dividend rate on the Series C Preferred Stock will increase to a fixed rate of 9.0% if any Series C Preferred Stock remains outstanding.
 
Subject to the approval of the Federal Reserve Bank of Atlanta, First Guaranty intends to repay the $39.4 million in SBLF capital received from the U.S. Treasury by December 31, 2015. First Guaranty expects to use a combination of the following potential sources of funds to repay SBLF: (1) cash from First Guaranty; (2) net proceeds from the recently completed common stock offering; (3) funds received from an offering of subordinated debt; and (4) a secured term loan from another financial institution. We anticipate raising between $10.0 million to $15.0 million through the issuance of subordinated debt in either a private or public offering. In addition, we are in the process of securing a term loan from another financial institution for up to $25.0 million secured by a pledge of 85% of First Guaranty Bank's common stock held by First Guaranty.
 
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 over $1.0 billion in assets. 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. Applicable bank holding companies and all 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.
 
At September 30, 2015, we satisfied the minimum regulatory capital requirements and were well capitalized within the meaning of federal regulatory requirements.
 
 
 
"Well Capitalized Minimums"
 
As of September 30, 2015
  As of December 31, 2014  
Tier 1 Leverage Ratio
                 
Consolidated
5.00
%
 
9.96
%
  9.33 %  
Bank
5.00
%
 
9.51
%
  9.26 %  
                   
Tier 1 Risk-based Capital Ratio
                 
Consolidated
8.00
%
  13.31
%
  13.16 %  
Bank
8.00
%
  12.73
%
  13.08 %  
                   
Total Risk-based Capital Ratio
                 
Consolidated
10.00
%
 
14.21
%
  14.05 %  
Bank
10.00
%
 
13.64
%
  13.96 %  
                   
Common Equity Tier One Capital Ratio                  
Consolidated 
6.50
%   9.68 %   %  
Bank  6.50 %   12.73 %   %  
 
*Not applicable at December 31, 2014.
 
 
40

Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
 
Asset/Liability Management and Market Risk
 
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 to 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, which is inherent in our lending and deposit-taking activities. Our assets, consisting primarily of loans secured by real estate and fixed rate securities in our investment portfolio, 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. The board of directors of First Guaranty Bank has established two committees, the management asset liability committee and the board investment committee, to oversee 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. The management asset liability committee is comprised of senior officers of the Bank and meets as needed to review our asset liability policies and interest rate risk position. The board ALCO investment committee is comprised of certain members of the board of directors of the Bank and meets monthly. The management asset liability committee provides a monthly report to the board ALCO investment committee.
 
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 and greater than one-year time horizon. Because of the significant impact on net interest margin from mismatches in repricing opportunities, we monitor the asset-liability mix periodically depending upon the management asset liability committee’s assessment of current business conditions and the interest rate outlook. We maintain exposure to interest rate fluctuations within prudent levels using varying investment strategies. These strategies include, but are not limited to, frequent internal modeling of asset and liability values and behavior due to changes in interest rates. We monitor cash flow forecasts closely and evaluate the impact of both prepayments and extension risk.
 
The following interest sensitivity analysis is one measurement of interest rate risk. This analysis, which we prepare monthly, reflects the contractual maturity characteristics of assets and liabilities over various time periods. This analysis does not factor in prepayments or interest rate floors on loans which may significantly change the report. This table includes nonaccrual loans in their respective maturity periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at September 30, 2015 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
 
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 repricing 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. 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.
 
 
September 30, 2015
 
 
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) $
408,301
 
$
53,818  
$
462,119
 
$
394,615
 
$
856,734  
Securities (including FHLB stock)
 
22,314
   
9,075
   
31,389
   
487,280
   
518,669
 
Federal Funds Sold
  282    
-
   
282
   
-
   
282
 
Other earning assets
  10,248    
-
   
10,248
   
-
   
10,248
 
Total earning assets
$
441,145
 
$
62,893
 
$
504,038
 
$
881,895  
$
1,385,933  
                               
Source of Funds:
                             
Interest-bearing accounts:
                             
Demand deposits
$
362,875
 
$
-
 
$
362,875
 
$
-
 
$
362,875
 
Savings deposits
 
80,542
   
-
   
80,542
   
-
    80,542  
Time deposits
 
197,503
   
209,089
   
406,592
   
213,625
   
620,217
 
Short-term borrowings
 
-
   
1,800
   
1,800
   
-
   
1,800
 
Long-term borrowings
 
-
   
-
   
-
   
1,006
    1,006  
Noninterest-bearing, net
 
-
   
-
   
-
   
319,493
   
319,493
 
Total source of funds
$
640,920
 
$
210,889
 
$
851,809
 
$
534,124  
$
1,385,933
 
                               
Period gap
$
(199,775
)
$
(147,996
)
$
(347,771
)
$
347,771
       
Cumulative gap
$
(199,775
)
$
(347,771
)
$
(347,771
)
$
-
       
                               
Cumulative gap as a percent of earning assets  
-14.4
%   -25.1 %   -25.1 %            
 
41

 
Net interest income at risk measures the risk of a decline in earnings due to changes in interest rates. The first table below presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in the yield curve over a 12-month horizon at September 30, 2015. Shifts are measured in 100 basis point increments (+400 through -100 basis points) from base case. We don’t present shifts less than 100 basis points because of the current low interest rate environment. The base case scenario encompasses key assumptions for asset/liability mix, loan and deposit growth, pricing, prepayment speeds, deposit decay rates, securities portfolio cash flows and reinvestment strategy and the market value of certain assets under the various interest rate scenarios. The base case scenario assumes that the current interest rate environment is held constant throughout the forecast period for a static balance sheet and the instantaneous shocks are performed against that yield curve. The second table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from a gradual shift in the yield curve over a 12 month horizon.
 
                          Instantaneous Changes in Interest Rates (In Basis Points)      
 Percent Change In Net Interest Income
 +400 (14.11%)
 +300 (7.41%)
 +200
(4.44%)
 +100 (1.81%)
 Base -% 
 -100 (4.69%)
 
 
Gradual Change in Interest Rates (In Basis Points) Percent Change In Net Interest Income
+400  (2.10%)
 +300 
(1.10%)
+200
(0.52%)
+100 (0.20%)
Base  -%
-100 (0.99%)

These scenarios above are both instantaneous shocks and gradual interest rate ramps that assume balance sheet management will mirror the base case. Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring exposure to interest rate risk.
 
 
42

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. First Guaranty 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 First Guaranty'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, First Guaranty's internal control over financial reporting.
 
PART II. OTHER INFORMATION
 
Item 1. Legal Proceedings
 
At September 30, 2015, First Guaranty is subject to various legal proceedings in the normal course of business and otherwise. It is our belief that the ultimate resolution of such claims will not have a material adverse effect on First Guaranty's financial position or results of operations.
 
Item 1A. Risk Factors
 
There have been no material changes to our risk factors as disclosed in First Guaranty's Annual Report on Form 10-K.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
On November 12, 2015, First Guaranty sold in a public offering a total of 600,000 shares of its common stock, par value $1.00 per share, at a public offering price of $18.50 per share for gross proceeds of $11.1 million. The shares included in the offering were registered under the Securities Act of 1933, as amended pursuant to First Guaranty's Registration Statement on Form S-1 (File No. 333-199602) which was declared effective by the Securities and Exchange Commission on November 5, 2015. The Form S-1 registered 862,500 shares for an aggregate offering price of $22.9 million. Sandler O'Neill & Partners, L.P. acted as sole book-running manager for the offering and has an option to purchase up to an additional 90,000 shares of common stock at the public offering price, less the underwriting discount, within 30 days from the effective date of the registration statement. The offering commenced on October 26, 2015.
 
The offering resulted in $10.5 million of proceeds before expenses, after deducting underwriting discounts and commissions of $555,000 payable by First Guaranty to Sandler O'Neill & Partners, L.P. None of the underwriting discounts and commissions or other offering expenses were incurred or paid to First Guaranty's directors or officers or their associates or to persons owning 10% or more of First Guaranty's common stock or to any of its affiliates.
 
First Guaranty intends to use the net proceeds from the offering to support the growth of First Guaranty Bank's loan portfolio, including the possibility of making larger loans due to its increased legal lending limit, to finance potential strategic acquisitions and for other general corporate purposes.  First Guaranty may also use a portion of the net proceeds of the offering to redeem a portion of its shares of preferred stock issued to the U.S. Department of the Treasury as part of its participation in the Small Business Lending Fund program by December 31, 2015.
 
 
43


Item 6. Exhibits
 
The following exhibits are either filed as part of this report or are incorporated herein by reference.
 
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.
   
101.SCH
XBRL Taxonomy Extension Schema.
   
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
   
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
   
101.PRE
XBRL Taxonomy Extension Presentation Linkbase.
   
101.LAB
XBRL Taxonomy Extension Label Linkbase.
   
101.INS
XBRL Instance Document.
   
 
44

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, First Guaranty has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
FIRST GUARANTY BANCSHARES, INC.
     
     
Date: November 16, 2015
 
By: /s/ Alton B. Lewis
   
Alton B. Lewis
   
Principal Executive Officer
     
     
Date: November 16, 2015
 
By: /s/ Eric J. Dosch
   
Eric J. Dosch
   
Principal Financial Officer
   
Secretary and Treasurer
 
45