First Guaranty Bancshares (FGBI) 10-Q 2015 Q3 Quarterly report

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

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.	Financial Information
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	3
	Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income for the three and  nine months ended September 30, 2015 and 2014	5
	Consolidated Statements of Shareholders' Equity for the nine months ended September 30, 2015 and 2014	6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014	7
	Notes to Unaudited Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	43
Part II.	Other Information	43
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 6.	Exhibits	43
Signatures		44

2

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
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

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
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

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
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.

7

NOTES TO 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.

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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	)

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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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	%

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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.

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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.

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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.

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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

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