The First Bancshares, Inc. (FBMS) 10-Q 2014 Q3 Quarterly report

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED:September 30, 2014

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION FILE NUMBER:   33-94288   

THE FIRST BANCSHARES, INC.

(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

MISSISSIPPI	64-0862173
(STATE OF INCORPORATION)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

6480 U.S. HIGHWAY 98 WEST
HATTIESBURG, MISSISSIPPI	39402
(ADDRESS OF PRINCIPAL	(ZIP CODE)
EXECUTIVE OFFICES)

(601) 268-8998

(ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)

NONE

(FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT)

INDICATE BY CHECK MARK WHETHER THE ISSUER: (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.

YESx NO¨

INDIATE 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 (§232.405 OF THIS CHAPTER) DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT HE REGISTRANT WAS REQUIRED TO SUBMIT AND POST SUCH FILES).

YESx NO¨

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN ACCELERATED FILER, A NON-ACCELERATED FILER, OR A SMALLER REPORTING COMPANY. SEE THE DEFINITIONS OF “LARGE ACCELERATED FILER,” “ACCELERATED FILER,” “NON-ACCELERATED FILER” AND “SMALLER REPORTING COMPANY” IN RULE 12B-2 OF THE EXCHANGE ACT.

LARGE ACCELERATED FILER	¨	ACCELERATED FILER	¨
NON-ACCELERATED FILER	x	SMALLER REPORTING COMPANY	¨

ON September 30, 2014, 5,311,876 SHARES OF THE ISSUER'S COMMON STOCK, PAR VALUE $1.00 PER SHARE WERE ISSUED AND OUTSTANDING.

TRANSITIONAL DISCLOSURE FORMAT (CHECK ONE):

YES¨ NOx

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT):

YES¨ NOx

PART I - FINANCIAL INFORMATION

ITEM NO. 1. FINANCIAL STATEMENTS

THE FIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

($ amounts in thousands)

	(Unaudited)
	September 30,			December 31,
	2014			2013
ASSETS
Cash and due from banks	$	33,111		$	24,080
Interest-bearing deposits with banks		16,038			14,205
Federal funds sold		1,298			967
Total cash and cash equivalents		50,447			39,252
Securities held-to-maturity, at amortized cost		8,411			8,438
Securities available-for-sale, at fair value		262,651			244,051
Other securities		5,592			5,534
Total securities		276,654			258,023
Loans held for sale		3,769			3,680
Loans		667,533			579,623
Allowance for loan losses		(6,084	)		(5,728	)
Loans, net		665,218			577,575
Premises and equipment		35,079			32,072
Interest receivable		3,866			3,292
Cash surrender value of life insurance		14,359			6,593
Goodwill		12,029			10,621
Other assets		9,343			8,992
Other real estate owned		4,986			4,470
TOTAL ASSETS	$	1,071,981		$	940,890
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits:
Noninterest-bearing	$	195,957		$	173,794
Interest-bearing		711,558			606,177
TOTAL DEPOSITS		907,515			779,971
Interest payable		297			400
Borrowed funds		49,456			52,000
Subordinated debentures		10,310			10,310
Other liabilities		10,811			13,101
TOTAL LIABILITIES		978,389			855,782
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, $1,000 per share liquidation, 10,000,000 shares authorized; 17,123 issued and outstanding at September 30, 2014 and December 31, 2013, respectively		17,123			17,103
Common stock, par value $1 per share, 10,000,000 shares authorized; 5,338,370 shares issued at September 30, 2014 and 5,122,941 at December 31, 2013 Respectively		5,338			5,123
Additional paid-in capital		44,262			42,086
Retained earnings		26,219			22,509
Accumulated other comprehensive income (loss)		1,114			(1,249	)
Treasury stock, at cost, 26,494 shares at September 30, 2014 and at December 31, 2013		(464	)		(464	)
TOTAL STOCKHOLDERS’ EQUITY		93,592			85,108
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,071,981		$	940,890

2

THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

($ amounts in thousands, except earnings and dividends per share)

	(Unaudited)				(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014		2013
INTEREST INCOME:
Interest and fees on loans	$	8,059	$	7,216	$	22,154	$	18,765
Interest and dividends on securities:
Taxable interest and dividends		1,094		841		2,953		2,484
Tax exempt interest		529		555		1,555		1,588
Interest on federal funds sold		6		36		47		70
TOTAL INTEREST INCOME		9,688		8,648		26,709		22,907
INTEREST EXPENSE:
Interest on deposits		689		540		1,739		1,824
Interest on borrowed funds		144		150		443		448
TOTAL INTEREST EXPENSE		833		690		2,182		2,272
NET INTEREST INCOME		8,855		7,958		24,527		20,635
PROVISION FOR LOAN LOSSES		631		360		1,266		1,020
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		8,224		7,598		23,261		19,615
OTHER INCOME:
Service charges on deposit accounts		1,280		1,077		3,317		2,931
Other service charges and fees		741		515		2,431		2,481
TOTAL OTHER INCOME		2,021		1,592		5,748		5,412
OTHER EXPENSES:
Salaries and employee benefits		4,554		4,010		12,911		10,922
Occupancy and equipment		1,382		802		3,844		2,862
Other		2,135		2,818		5,927		7,070
TOTAL OTHER EXPENSES		8,071		7,630		22,682		20,854
INCOME BEFORE INCOME TAXES		2,174		1,560		6,327		4,173
INCOME TAXES		641		456		1,754		1,032
NET INCOME		1,533		1,104		4,573		3,141
PREFERRED STOCK ACCRETION AND DIVIDENDS		85		106		277		318
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS	$	1,448	$	998	$	4,296	$	2,823
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS:
BASIC	$	.27	$	.20	$	.83	$	.70
DILUTED		.27		.19		.82		.69
DIVIDENDS PER SHARE – COMMON		.0375		.0375		.1125		.1125

3

THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

($ amounts in thousands)

	(Unaudited)						(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Net income per consolidated statements of income	$	1,533		$	1,104		$	4,573		$	3,141
Other comprehensive income:
Unrealized holding gains (losses) arising during the period on available-for-sale securities		574			226			3,467			(5,844	)
Unrealized holding gains on loans held for sale		18			153			119			50
Income tax benefit (expense)		(205	)		(129	)		(1,223	)		1,970
Other Comprehensive Income (Loss)		387			250			2,363			(3,824	)
Comprehensive Income (Loss)	$	1,920		$	1,354		$	6,936		$	(683	)

4

THE FIRST BANCSHARES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

($ in thousands)

	Common Stock			Preferred Stock		Stock Warrants		Additional Paid-in Capital			Retained Earnings			Accumulated Other Compre- hensive  Income(Loss)			Treasury Stock			Total
Balance, January 1, 2013	$	3,134		$	17,021	$	284	$	23,427		$	19,951		$	2,533		$	(464	)	$	65,886
Net income		-			-		-		-			3,141			-			-			3,141
Other comprehensive loss		-			-		-		-			-			(3,824	)		-			(3,824	)
Accretion and dividends on preferred stock		-			61		-		-			(318	)		-			-			(257	)
Dividends on common stock, $0.1125 per share		-			-		-		-			(427	)		-			-			(427	)
Issuance of 1,951,220 common shares		1,951			-		-		18,049			(1,042	)		-			-			18,958
Restricted stock grant		49			-		-		(49	)		-			-			-			-
Compensation expense		-			-		-		283			-			-			-			283
Balance, Sept. 30, 2013	$	5,134		$	17,082	$	284	$	41,710		$	21,305		$	(1,291	)	$	(464	)	$	83,760
Balance, January 1, 2014	$	5,123		$	17,103	$	284	$	41,802		$	22,509		$	(1,249	)	$	(464	)	$	85,108
Net income		-			-		-		-			4,573			-			-			4,573
Other comprehensive income		-			-		-		-			-			2,363			-			2,363
Accretion and dividends on preferred stock		-			20		-		-			(277	)		-			-			(257	)
Dividends on common stock, $0.1125 per share		-			-		-		-			(586	)		-			-			(586	)
Repurchase of restricted stock for payment of taxes		(6	)		-		-		(80	)		-			-			-			(86	)
Restricted stock grant		63			-		-		(63	)		-			-			-			-
Compensation expense		-			-		-		455			-			-			-			455
Issuance of 158,083 common shares for BCB Holding		158			-		-		1,864			-			-			-			2,022
Balance, Sept. 30, 2014	$	5,338		$	17,123	$	284	$	43,978		$	26,219		$	1,114		$	(464	)	$	93,592

5

THE FIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

($ Amounts in Thousands)

	(Unaudited)
	Nine Months Ended
	September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME	$	4,573		$	3,141
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization and accretion		1,697			1,316
Provision for loan losses		1,266			1,020
Loss on sale/writedown of ORE		299			280
Gain on sale of securities		(241	)		-
Gain on sale of land		(111	)		-
Restricted stock expense		455			283
Increase in cash value of life insurance		(266	)		(107	)
Federal Home Loan Bank stock dividends		(2	)		(5	)
Changes in:
Interest receivable		(359	)		(140	)
Loans held for sale, net		30			4,962
Interest payable		(128	)		(140	)
Other, net		1,203			5,670
NET CASH PROVIDED BY OPERATING ACTIVITIES		8,416			16,280
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of securities		10,942			-
Cash received in excess of cash paid for acquisition		4,270			43,150
Maturities and calls of securities available-for-sale		30,485			44,637
Purchases of securities available-for-sale and held-to-maturity		(38,460	)		(83,416	)
Net redemptions (purchases) of other securities		365			(1,084	)
Net increase in loans		(49,102	)		(41,390	)
Purchase of bank owned life insurance		(7,500	)		-
Net increase in premises and equipment		(391	)		(658	)
NET CASH USED IN INVESTING ACTIVITIES		(49,391	)		(38,761	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits		68,539			31,851
Net decrease in borrowed funds		(15,648	)		(6,771	)
Dividends paid on common stock		(570	)		(413	)
Dividends paid on preferred stock		(237	)		(257	)
Repurchase of restricted stock for payment of taxes		86			-
Issuance of 1,951,220 common shares, net		-			18,958
NET CASH PROVIDED BY FINANCING ACTIVITIES		52,170			43,368
NET INCREASE IN CASH		11,195			20,887
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		39,252			30,877
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	50,447		$	51,764
SUPPLEMENTAL DISCLOSURES:
CASH PAYMENTS FOR INTEREST		2,601			2,071
CASH PAYMENTS FOR INCOME TAXES		275			980
LOANS TRANSFERRED TO OTHER REAL ESTATE		1,972			1,875
ISSUANCE OF RESTRICTED STOCK GRANTS		63			49

6

THE FIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A — BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial statements and with the instructions to Form 10-Q of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2014, are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. For further information, please refer to the consolidated financial statements and footnotes thereto included in the Company's Form 10-K for the year ended December 31, 2013.

NOTE B — SUMMARY OF ORGANIZATION

The First Bancshares, Inc., Hattiesburg, Mississippi (the "Company"), was incorporated June 23, 1995, under the laws of the State of Mississippi for the purpose of operating as a bank holding company. The Company’s primary asset is its interest in its wholly-owned subsidiary, The First, A National Banking Association (the “Bank”).

At September 30, 2014, the Company had approximately $1.1 billion in assets, $665.2 million in net loans, $907.5 million in deposits, and $93.6 million in stockholders' equity. For the nine months ended September 30, 2014, the Company reported net income of $4.6 million ($4.3 million applicable to common stockholders).

In the first, second and third quarters of 2014, the Company declared and paid a dividend of $.0375 per common share per quarter.

7

NOTE C – BUSINESS COMBINATION

BCB Holding Company, Inc.

On March 3, 2014, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with BCB Holding Company, Inc., an Alabama corporation (“BCB”) and parent of Bay Bank, Mobile, Alabama. The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, BCB will merge with and into the Company (the “Merger”) and Bay Bank will merge with and into The First, A National Banking Association (“Bank Merger”). Subject to the terms and conditions of the Agreement, which has been approved by the Boards of Directors of the Company and BCB, each outstanding share of BCB common stock, other than shares held by the Company or BCB, or, shares with respect to which the holders thereof have perfected dissenters’ rights, will receive (i) for the BCB common stock that was outstanding prior to August 1, 2013, $3.60 per share which may be received in cash or the Company common stock provided that at least 30% of the aggregate consideration paid to such shareholders is in the Company common stock and one non-transferable contingent value right (“CVR”) of the CVR Consideration, and (ii) for the BCB common stock that was issued on August 1, 2013, $2.25 per share in cash. Each CVR is eligible to receive a cash payment equal to up to $0.40, with the exact amount based on the resolution of certain identified BCB loans over a three-year period following the closing of the transaction. Payout of the CVR will be overseen by a special committee of the Company’s Board of Directors. The Company redeemed in full a note payable by BCB to Alostar Bank, as well as the preferred stock issued under the U.S. Treasury’s Capital Purchase Program. The total consideration to be paid in connection with the acquisition will range between approximately $6.2 million and $6.6 million depending upon the payout of the CVR, as well as the price of the Company common stock on the closing of the transaction, which is subject to a cap and a collar regarding its price.

As of the closing on July 1, 2014, the Company and BCB entered into an agreement and plan of merger pursuant to which BCB’s wholly-owned subsidiary, Bay Bank, was merged with and into the Company’s wholly-owned subsidiary, the Bank.

In connection with the acquisition, the Company recorded $1.4 million of goodwill and $.2 million of core deposit intangible. The core deposit intangible will be expensed over 10 years.

The Company acquired the $40.1 million loan portfolio at a fair value discount of $1.7 million. The discount represents expected credit losses, adjusted to market interest rates and liquidity adjustments.

The amounts of the acquired identifiable assets and liabilities as of the acquisition date were as follows(dollars in thousands):

Purchase price:
Cash and fair value of common stock	$	6,300
Total purchase price		6,300
Identifiable assets:
Cash and due from banks		8,307
Investments		23,423
Loans and leases		38,393
Other Real Estate		644
Core deposit intangible		225
Personal and real property		3,670
Deferred tax asset		2,502
Other assets		305
Total assets		77,469
Liabilities and equity:
Deposits		59,321
Borrowed funds		13,104
Other liabilities		152
Total liabilities		72,577
Net assets acquired		4,892
Goodwill resulting from acquisition	$	1,408

8

The outstanding principal balance and the carrying amount of these loans included in the consolidated balance sheet at September 30, 2014, are as follows (dollars in thousands):

Outstanding principal balance	$	39,085
Carrying amount		37,508

NOTE D – PREFERRED STOCK AND WARRANT

Pursuant to the terms of the letter agreement between the Company and the United States Department of the Treasury (“Treasury”), the Company issued 17,123 CDCI Preferred Shares.

The Letter Agreement contains limitations on the payment of dividends on the common stock to no more than 100% of the aggregate per share dividend and distributions for the immediate prior fiscal year (dividends of $0.15 per share were declared and paid in 2011, 2012, and 2013) and on the Company’s ability to repurchase its common stock, and continues to subject the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (EESA), as previously disclosed by the Company. The CDCI Preferred Shares entitle the holder to an annual dividend of 2% for 8 years of the liquidation value of the shares, payable quarterly in arrears.

NOTE E — EARNINGS APPLICABLE TO COMMON STOCKHOLDERS

Basic per share data is calculated based on the weighted-average number of common shares outstanding during the reporting period. Diluted per share data includes any dilution from potential common stock outstanding, such as stock options.

	For the Three Months Ended
	September 30, 2014
	Net Income		Shares		Per
	(Numerator)		(Denominator)		Share Data
Basic per share	$	1,448,000		5,311,876	$	.27
Effect of dilutive shares:
Restricted stock grants				37,810
Diluted per share	$	1,448,000		5,349,686	$	.27

	For the Nine Months Ended
	September 30, 2014
	Net Income		Shares		Per
	(Numerator)		(Denominator)		Share Data
Basic per share	$	4,296,000		5,198,776	$	.83
Effect of dilutive shares:
Restricted stock grants				37,810
Diluted per share	$	4,296,000		5,236,586	$	.82

9

	For the Three Months Ended
	September 30, 2013
	Net Income		Shares		Per
	(Numerator)		(Denominator)		Share Data
Basic per share	$	998,000		5,102,572	$	.20
Effect of dilutive shares:
Restricted stock grants				47,945
Diluted per share	$	998,000		5,150,517	$	.19

	For the Nine Months Ended
	September 30, 2013
	Net Income		Shares		Per
	(Numerator)		(Denominator)		Share Data
Basic per share	$	2,823,000		4,058,432	$	.70
Effect of dilutive shares:
Restricted stock grants				47,945
Diluted per share	$	2,823,000		4,106,377	$	.69

The Company granted 6,000 shares of restricted stock in the second quarter of 2014, and 57,327 shares of restricted stock in the first quarter of 2014.

NOTE F — FAIR VALUE OF ASSETS AND LIABILITIES

The Company groups its financial assets measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:

Level 1:	Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2:	Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities
Level 3:	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheets.

10

Available-for-Sale Securities

The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. If quoted market prices are not available, then fair values are estimated by using pricing models or quoted prices of securities with similar characteristics. Level 2 securities include U.S. Treasury securities, obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, mortgage-backed securities and collateralized mortgage obligations. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

The following table presents the Company’s assets that are measured at fair value on a recurring basis and the level within the hierarchy in which the fair value measurements fell as of September 30, 2014 and December 31, 2013 (in thousands):

September 30, 2014

(Dollars in thousands)			Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Obligations of U. S. Government Agencies	$	29,837	$	-	$	29,837	$	-
Municipal securities		107,131		-		107,131		-
Mortgage-backed securities		95,716		-		95,716		-
Corporate obligations		29,000		-		26,193		2,807
Other		967		967		-		-
Total	$	262,651	$	967	$	258,877	$	2,807

December 31, 2013

			Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Obligations of U. S. Government Agencies	$	29,962	$	-	$	29,962	$	-
Municipal securities		108,078		-		108,078		-
Mortgage-backed securities		78,187		-		78,187		-
Corporate obligations		26,852		-		24,054		2,798
Other		972		972		-		-
Total	$	244,051	$	972	$	240,281	$	2,798

11

The following is a reconciliation of activity for assets measured at fair value based on significant unobservable (non-market) information.

(Dollars in thousands)	Bank-Issued Trust Preferred Securities
	2014		2013
Balance, January 1	$	2,798	$	2,668
Transfers into Level 3				-
Transfers out of Level 3				-
Other-than-temporary impairment loss included in earnings				-
Unrealized gain included in comprehensive income		9		130
Balance at September 30, 2014 and December 31, 2013	$	2,807	$	2,798

The following table presents quantitative information about recurring Level 3 fair value measurements (in thousands):

Trust Preferred Securities	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs
September 30, 2014		2,807	Discounted cash flow	Probability of default	0 – 100%
December 31, 2013		2,798	Discounted cash flow	Probability of default	0 – 100%

Following is a description of the valuation methodologies used for assets measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy.

Impaired Loans

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment. Allowable methods for estimating fair value include using the fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using the discounted cash flow method.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the impaired loan is determined not to be collateral dependent, then the discounted cash flow method is used. This method requires the impaired loan to be recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate. The effective interest rate of a loan is the contractual interest rate adjusted for any net deferred loan fees or costs, or premium or discount existing at origination or acquisition of the loan. Impaired loans are classified within Level 2 of the fair value hierarchy.

12

Other Real Estate Owned

Other real estate owned acquired through loan foreclosure is initially recorded at fair value less estimated costs to sell, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined the fair value declines subsequent to foreclosure, a valuation allowance is recorded through non-interest expense. Operating costs associated with the assets are also recorded as non-interest expense. Gains and losses on the disposition of other real estate owned and foreclosed assets are netted and posted to other non-interest expense. Other real estate owned measured at fair value on a non-recurring basis at September 30, 2014, amounted to $5.0 million. Other real estate owned is classified within Level 2 of the fair value hierarchy.

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fell at September 30, 2014 and December 31, 2013.

($ in thousands)

September 30, 2014

			Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	8,736	$	-	$	8,736	$	-
Other real estate owned		4,986		-		4,986		-

December 31, 2013

			Fair Value Measurements Using
			Quoted Prices in Active Markets For Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	Fair Value		(Level 1)		(Level 2)		(Level 3)
Impaired loans	$	4,830	$	-	$	4,830	$	-
Other real estate owned		4,470		-		4,470		-

The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value:

Cash and Cash Equivalents – For such short-term instruments, the carrying amount is a reasonable estimate of fair value.

13

Investment in securities available-for-sale and held-to-maturity – The fair value measurement for securities available-for-sale was discussed earlier. The same measurement approach was used for securities held-to-maturity.

Loans – The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Bank-Owned Life Insurance– The fair value of bank-owned life insurance approximates the carrying amount, because upon liquidation of these investments, the Company would receive the cash surrender value which equals the carrying amount.

Deposits – The fair values of demand deposits are, as required by ASC Topic 825, equal to the carrying value of such deposits. Demand deposits include noninterest-bearing demand deposits, savings accounts, NOW accounts, and money market demand accounts. The fair value of variable rate term deposits, those repricing within six months or less, approximates the carrying value of these deposits. Discounted cash flows have been used to value fixed rate term deposits and variable rate term deposits repricing after six months. The discount rate used is based on interest rates currently being offered on comparable deposits as to amount and term.

Short-Term Borrowings – The carrying value of any federal funds purchased and other short-term borrowings approximates their fair values.

FHLB and Other Borrowings – The fair value of the fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements. The carrying amount of any variable rate borrowing approximates its fair value.

Subordinated Debentures –The subordinated debentures bear interest at a variable rate and the carrying value approximates the fair value.

Off-Balance Sheet Instruments– Fair values of off-balance sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value until such commitments are funded or closed. Management has determined that these instruments do not have a distinguishable fair value and no fair value has been assigned.

As of September 30, 2014					Fair Value Measurements
	Carrying Amount		Estimated Fair Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Instruments:
Assets:
Cash and cash equivalents	$	50,447	$	50,447	$	50,447	$	-	$	-
Securities available-for-sale		262,651		262,651		967		258,877		2,807
Securities held-to-maturity		8,411		9,965		-		9,965		-
Other securities		5,592		5,592		-		5,592		-
Loans, net		665,218		680,603		-		-		680,603
Bank-owned life insurance		14,359		14,359		-		14,359		-
Liabilities:
Noninterest-bearing deposits	$	195,957	$	195,957	$	-	$	195,957	$	-
Interest-bearing deposits		711,558		711,192		-		711,192		-
Subordinated debentures		10,310		10,310		-		-		10,310
FHLB and other borrowings		49,456		49,456		-		49,456		-

14

As of December 31, 2013					Fair Value Measurements
	Carrying Amount		Estimated Fair Value		Quoted Prices (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Instruments:
Assets:
Cash and cash equivalents	$	39,252	$	39,252	$	39,252	$	-	$	-
Securities available-for-sale		244,051		244,051		972		240,281		2,798
Securities held-to-maturity		8,438		9,624		-		9,624		-
Other securities		5,534		5,534		-		5,534		-
Loans, net		577,575		590,866		-		-		590,866
Bank-owned life insurance		6,593		6,593		-		6,593		-
Liabilities:
Noninterest-bearing deposits	$	173,794	$	173,794	$	-	$	173,794	$	-
Interest-bearing deposits		606,177		605,737		-		605,737		-
Subordinated debentures		10,310		10,310		-		-		10,310
FHLB and other borrowings		52,000		52,000		-		52,000		-

NOTE G — LOANS

Loans typically provide higher yields than the other types of earning assets, and, thus, one of the Company's goals is for loans to be the largest category of the Company's earning assets. At September 30, 2014 and December 31, 2013, average loans accounted for 68.2% and 67.1% of average earning assets, respectively. The Company controls and mitigates the inherent credit and liquidity risks through the composition of its loan portfolio.

The following table shows the composition of the loan portfolio by category:

15

Composition of Loan Portfolio

	September 30, 2014						December 31, 2013
	Amount			Percent of Total			Amount			Percent of Total
	(Dollars in thousands)
Mortgage loans held for sale	$	3,769			0.6	%	$	3,680			0.6	%
Commercial, financial and agricultural		100,263			14.9			81,792			14.0
Real Estate:
Mortgage-commercial		217,684			32.4			202,343			34.7
Mortgage-residential		248,125			37.0			212,388			36.4
Construction		83,908			12.5			67,287			11.5
Consumer and other		17,553			2.6			15,813			2.8
Total loans		671,302			100	%		583,303			100	%
Allowance for loan losses		(6,084	)					(5,728	)
Net loans	$	665,218					$	577,575

In the context of this discussion, a "real estate mortgage loan" is defined as elements of its loan portfolio through strategies that diversify the lending mix.

Loans held for sale consist of mortgage loans originated by the Bank and sold into the secondary market. Commitments from investors to purchase the loans are obtained upon origination.

Activity in the allowance for loan losses for the period was as follows:

(In thousands)

	Three Months			Nine Months
	Ended			Ended
	September 30, 2014			September 30, 2014
Balance at beginning of period	$	5,999		$	5,728
Loans charged-off:
Real Estate		(307	)		(1,056	)
Installment and Other		(67	)		(126	)
Commercial, Financial and Agriculture		(52	)		(52	)
Total		(426	)		(1,234	)
Recoveries on loans previously charged-off:
Real Estate		(146	)		254
Installment and Other		22			58
Commercial, Financial and Agriculture		4			12
Total		(120	)		324
Net charge-offs		(546	)		(910	)
Provision for Loan Losses		631			1,266
Balance at end of period	$	6,084		$	6,084

The following tables represent how the allowance for loan losses is allocated to a particular loan type, as well as the percentage of the category to total loans at September 30, 2014 and December 31, 2013.

16

Allocation of the Allowance for Loan Losses

	September 30, 2014
	(Dollars in thousands)
	Amount		% of loans in each category to total loans
Commercial Non Real Estate	$	687		15.3	%
Commercial Real Estate		3,647		57.7
Consumer Real Estate		1,554		24.8
Consumer		173		2.2
Unallocated		23		-
Total	$	6,084		100	%

	December 31, 2013
	(Dollars in thousands)
	Amount		% of loans in each category to total loans
Commercial Non Real Estate	$	582		14.0	%
Commercial Real Estate		3,384		57.2
Consumer Real Estate		1,427		25.4
Consumer		173		3.4
Unallocated		162		-
Total	$	5,728		100	%

The following table represents the Company’s impaired loans at September 30, 2014, and December 31, 2013.

	Sept. 30,		December 31,
	2014		2013
	(In thousands)
Impaired Loans:
Impaired loans without a valuation allowance	$	4,504	$	701
Impaired loans with a valuation allowance		4,162		4,001
Total impaired loans	$	8,666	$	4,702
Allowance for loan losses on impaired loans at period end		818		849
Total nonaccrual loans		6,032		3,181
Past due 90 days or more and still accruing		102		159
Average investment in impaired loans		6,458		4,007

The following table is a summary of interest recognized and cash-basis interest earned on impaired loans:

	Three Months Ended Sept. 30, 2014		Nine Months Ended Sept. 30, 2014
Average of individually impaired loans during period	$	8,429	$	6,458
Interest income recognized during impairment		38		129
Cash-basis interest income recognized		38		219

17

The gross interest income that would have been recorded in the period that ended if the nonaccrual loans had been current in accordance with their original terms and had been outstanding throughout the period or since origination, if held for part of the three months and nine months ended September 30, 2014, was $1,000 and $98,000, respectively. The Company had no loan commitments to borrowers in non-accrual status at September 30, 2014 and December 31, 2013.

The following tables provide the ending balances in the Company's loans (excluding mortgage loans held for sale) and allowance for loan losses, broken down by portfolio segment as of September 30, 2014 and December 31, 2013. The tables also provide additional detail as to the amount of our loans and allowance that correspond to individual versus collective impairment evaluation. The impairment evaluation corresponds to the Company's systematic methodology for estimating its Allowance for Loan Losses.

September 30, 2014

					Commercial,
			Installment		Financial
	Real Estate		and Other		and Agriculture		Total
	(In thousands)
Loans
Individually evaluated	$	8,370	$	50	$	246	$	8,666
Collectively evaluated		542,071		14,728		102,068		658,867
Total	$	550,441	$	14,778	$	102,314	$	667,533
Allowance for Loan Losses
Individually evaluated	$	771	$	30	$	17	$	818
Collectively evaluated		4,430		166		670		5,266
Total	$	5,201	$	196	$	687	$	6,084

December 31, 2013

					Commercial,
			Installment		Financial
	Real Estate		and Other		and Agriculture		Total
	(In thousands)
Loans
Individually evaluated	$	4,709	$	39	$	82	$	4,830
Collectively evaluated		473,832		19,725		81,236		574,793
Total	$	478,541	$	19,764	$	81,318	$	579,623
Allowance for Loan Losses
Individually evaluated	$	804	$	35	$	10	$	849
Collectively evaluated		4,007		300		572		4,879
Total	$	4,811	$	335	$	582	$	5,728

18

The following tables provide additional detail of impaired loans broken out according to class as of September 30, 2014 and December 31, 2013. The recorded investment included in the following table represents customer balances net of any partial charge-offs recognized on the loans, net of any deferred fees and costs. As nearly all of our impaired loans at September 30, 2014, are on nonaccrual status, recorded investment excludes any insignificant amount of accrued interest receivable on loans 90-days or more past due and still accruing. The unpaid balance represents the recorded balance prior to any partial charge-offs.

September 30, 2014

							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Impaired loans with no related allowance:
Commercial installment	$	3	$	3	$	-	$	63	$	-
Commercial real estate		4,264		4,264		-		2,152		95
Consumer real estate		216		216		-		217		3
Consumer installment		21		21		-		11		1
Total	$	4,504	$	4,504	$	-	$	2,443	$	99
		��
Impaired loans with a related allowance:
Commercial installment	$	243	$	243	$	17	$	177	$	16
Commercial real estate		2,570		2,640		451		2,379		91
Consumer real estate		1,320		1,320		320		1,425		11
Consumer installment		29		29		30		34		2
Total	$	4,162	$	4,232	$	818	$	4,015	$	120
Total Impaired Loans:
Commercial installment	$	246	$	246	$	17	$	240	$	16
Commercial real estate		6,834		6,904		451		4,531		186
Consumer real estate		1,536		1,536		320		1,642		14
Consumer installment		50		50		30		45		3
Total Impaired Loans	$	8,666	$	8,736	$	818	$	6,458	$	219

19

December 31, 2013

							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Impaired loans with no related allowance:
Commercial installment	$	3	$	3	$	-	$	45	$	-
Commercial real estate		353		353		-		1,035		8
Consumer real estate		341		399		-		262		9
Consumer installment		4		4		-		5		-
Total	$	701	$	759	$	-	$	1,347	$	17
Impaired loans with a related allowance:
Commercial installment	$	79	$	79	$	10	$	42	$	6
Commercial real estate		2,685		2,685		400		2,147		100
Consumer real estate		1,202		1,272		404		1,019		21
Consumer installment		35		35		35		36		4
Total	$	4,001	$	4,071	$	849	$	3,244	$	131
Total Impaired Loans:
Commercial installment	$	82	$	82	$	10	$	87	$	6
Commercial real estate		3,038		3,038		400		3,182		108
Consumer real estate		1,543		1,671		404		1,281		30
Consumer installment		39		39		35		41		4
Total Impaired Loans	$	4,702	$	4,830	$	849	$	4,591	$	148

The following tables provide additional detail of troubled debt restructurings at September 30, 2014.

For the Three Months Ending September 30, 2014

			Outstanding
	Outstanding		Recorded
	Recorded		Investment				Interest
	Investment		Post-		Number of		Income
	Pre-Modification		Modification		Loans		Recognized
Commercial installment	$	-	$	-		-	$	-
Commercial real estate		200		200		2		2
Consumer real estate		-		-		-		-
Consumer installment		-		-		-		-
Total	$	200	$	200		2	$	2

20

For the Nine Months Ending September 30, 2014

			Outstanding
	Outstanding		Recorded
	Recorded		Investment				Interest
	Investment		Post-		Number of		Income
	Pre-Modification		Modification		Loans		Recognized
Commercial installment	$	239	$	175		1	$	12
Commercial real estate		525		523		3		13
Consumer real estate		-		-		-		-
Consumer installment		-		-		-		-
Total	$	764	$	698		4	$	25

The recorded investment in receivables for which the allowance for credit losses was previously measured under a general allowance for credit losses methodology and are now impaired under Section 310-10-35 was $5.9 million. The allowance for credit losses associated with those receivables on the basis of a current evaluation of loss was $212,000. All loans were performing as agreed with modified terms.

During the three and nine month period ending September 30, 2014, there were 2 and 4 loans, respectively, modified as TDR, and are considered non-performing.

The following tables summarize by class our loans classified as past due in excess of 30 days or more in addition to those loans classified as non-accrual:

	September 30, 2014
	(In thousands)
	Past Due 30 to 89 Days		Past Due 90 Days or More and Still Accruing		Non- Accrual		Total Past Due and Non- Accrual		Total Loans
Real Estate-construction	$	10	$	69	$	3,025	$	3,104	$	83,908
Real Estate-mortgage		1,494		33		1,962		3,489		248,125
Real Estate-non farm non residential		450		-		1,028		1,478		217,684
Commercial		114		-		6		120		100,263
Consumer		75		-		11		86		17,553
Total	$	2,143	$	102	$	6,032	$	8,277	$	667,533

21

	December 31, 2013
	(In thousands)
	Past Due 30 to 89 Days		Past Due 90 Days or More and Still Accruing		Non- Accrual		Total Past Due and Non- Accrual		Total Loans
Real Estate-construction	$	478	$	-	$	212	$	690	$	67,287
Real Estate-mortgage		4,696		143		2,453		7,292		202,343
Real Estate-non farm non residential		252		-		507		759		212,388
Commercial		12		-		9		21		81,792
Consumer		115		16		-		131		15,813
Total	$	5,553	$	159	$	3,181	$	8,893	$	579,623

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience credit documentation, public information, and current economic trends, among other factors. The Company uses the following definitions for risk ratings, which are consistent with the definitions used in supervisory guidance:

Special Mention.    Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the Company’s credit position at some future date.

Substandard.    Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful.    Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

As of September 30, 2014 and December 31, 2013, and based on the most recent analysis performed, the risk categories of loans by class of loans (excluding mortgage loans held for sale) were as follows:

22

($ in thousands)

September 30, 2014

							Commercial,
	Real Estate Commercial		Real Estate Mortgage		Installment and Other		Financial and Agriculture		Total
Pass	$	370,529	$	162,611	$	14,687	$	101,951	$	649,778
Special Mention		185		192		-		323		700
Substandard		14,829		2,420		91		84		17,424
Doubtful		-		-		-		-		-
Subtotal		385,543		165,223		14,778		102,358		667,902
Less:
Unearned discount		240		85		-		44		369
Loans, net of unearned discount	$	385,303	$	165,138	$	14,778	$	102,314	$	667,533

December 31, 2013

							Commercial,
	Real Estate Commercial		Real Estate Mortgage		Installment and Other		Financial and Agriculture		Total
Pass	$	316,573	$	145,787	$	19,725	$	80,087	$	562,172
Special Mention		4,084		32		-		1,033		5,149
Substandard		10,972		1,426		39		225		12,662
Doubtful		-		-		-		-		-
Subtotal		331,629		147,245		19,764		81,345		579,983
Less:
Unearned discount		236		97		-		27		360
Loans, net of unearned discount	$	331,393	$	147,148	$	19,764	$	81,318	$	579,623

NOTE H — SECURITIES

The following disclosure of the estimated fair value of financial instruments is made in accordance with authoritative guidance. The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

23

A summary of the amortized cost and estimated fair value of available-for-sale securities and held-to-maturity securities at September 30, 2014, follows:

($ in thousands)

	September 30, 2014
			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
Available-for-sale securities:
Obligations of U.S. Government Agencies	$	29,789	$	115	$	67	$	29,837
Tax-exempt and taxable obligations of states and municipal subdivisions		104,661		2,758		288		107,131
Mortgage-backed securities		95,205		1,066		555		95,716
Corporate obligations		30,099		248		1,347		29,000
Other		1,255		-		288		967
Total	$	261,009	$	4,187	$	2,545	$	262,651
Held-to-maturity securities:
Mortgage-backed securities	$	2,411	$	-	$	10	$	2,401
Taxable obligations of states and municipal subdivisions		6,000		1,564		-		7,564
Total	$	8,411	$	1,564	$	10	$	9,965

NOTE I — ALLOWANCE FOR LOAN LOSSES

The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem loans. Management’s judgment as to the adequacy of the allowance is based upon a number of assumptions which it believes to be reasonable, but which may not prove to be accurate, particularly given the Company’s growth and the economy. Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required.

The Company’s allowance consists of two parts. The first part is determined in accordance with authoritative guidance regarding contingencies.The Company’s determination of this part of the allowance is based upon quantitative and qualitative factors. A loan loss history based upon the three year quarterly moving average is utilized in determining the appropriate allowance. Historical loss factors are determined by graded and ungraded loans by loan type. These historical loss factors are applied to the loans by loan type to determine an indicated allowance. The loss factors of peer groups are considered in the determination of the allowance and are used to assist in the establishment of a long-term loss history for areas in which this data is unavailable and incorporated into the qualitative factors to be considered. The historical loss factors may also be modified based upon other qualitative factors including but not limited to local and national economic conditions, trends of delinquent loans, changes in lending policies and underwriting standards, concentrations, and management’s knowledge of the loan portfolio. These factors require judgment upon the part of management and are based upon state and national economic reports received from various institutions and agencies including the Federal Reserve Bank, United States Bureau of Economic Analysis, Bureau of Labor Statistics, meetings with the Company’s loan officers and loan committee, and data and guidance received or obtained from the Company’s regulatory authorities.

24

The second part of the allowance is determined in accordance with authoritative guidance regarding loan impairment. Impaired loans are determined based upon a review by internal loan review and senior loan officers.

The sum of the two parts constitutes management’s best estimate of an appropriate allowance for loan losses. When the estimated allowance is determined, it is presented to the Company’s audit committee for review and approval on a quarterly basis.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.

Impairment is measured on a loan by loan basis, and a specific allowance is assigned to each loan determined to be impaired. Impaired loans not deemed collateral dependent are analyzed according to the ultimate repayment source, whether that is cash flow from the borrower, guarantor or some other source of repayment. Impaired loans are deemed collateral dependent if, in the Company’s opinion, the ultimate source of repayment will be generated from the liquidation of collateral.

The Company discontinues accrual of interest on loans when management believes, after considering economic and business conditions and collection efforts, that a borrower’s financial condition is such that the collection of interest is doubtful. Generally, the Company will place a delinquent loan in nonaccrual status when the loan becomes 90 days or more past due. At the time a loan is placed in nonaccrual status, all interest which has been accrued on the loan but remains unpaid is reversed and deducted from earnings as a reduction of reported interest income. No additional interest is accrued on the loan balance until the collection of both principal and interest becomes reasonably certain.

NOTE J – SUBSEQUENT EVENTS

Subsequent events have been evaluated by management through the date the financial statements were issued.

NOTE K – RECLASSIFICATION

Certain amounts in the 2013 financial statements have been reclassified for comparative purposes to conform to the current period financial statement presentation.

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ITEM NO. 2         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

The following discussion contains "forward-looking statements" relating to, without limitation, future economic performance, plans and objectives of management for future operations, and projections of revenues and other financial items that are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. The words "expect," "estimate," "anticipate," and "believe," as well as similar expressions, are intended to identify forward-looking statements. The Company's actual results may differ materially from the results discussed in the forward-looking statements, and the Company's operating performance each quarter is subject to various risks and uncertainties that are discussed in detail in the Company's filings with the Securities and Exchange Commission, including the "Risk Factors" section in the Company's most recently filed Form 10-K.

The First represents the primary asset of the Company. The First reported total assets of $1.1 billion at September 30, 2014, compared to $941.0 million at December 31, 2013. Loans increased $88.0 million, or 15.1%, during the first nine months of 2014. Deposits at September 30, 2014, totaled $907.6 million compared to $780 million at December 31, 2013. For the nine month period ended September 30, 2014, The First reported net income of $5.1 million compared to $4.3 million for the nine months ended September 30, 2013.

NONPERFORMING ASSETS AND RISK ELEMENTS. Diversification within the loan portfolio is an important means of reducing inherent lending risks. At September 30, 2014, The First had no concentrations of ten percent or more of total loans in any single industry or any geographical area outside its immediate market areas.

At September 30, 2014, The First had loans past due as follows:

	($ In Thousands)
Past due 30 through 89 days	$	2,143
Past due 90 days or more and still accruing		102

The accrual of interest is discontinued on loans which become ninety days past due (principal and/or interest), unless the loans are adequately secured and in the process of collection. Nonaccrual loans totaled $6.0 million at September 30, 2014, an increase of $2.9 million from December 31, 2013. Any other real estate owned is carried at fair value, determined by an appraisal, less estimated costs to sell. Other real estate owned totaled $5.0 million at September 30, 2014. A loan is classified as a restructured loan when the following two conditions are present: First, the borrower is experiencing financial difficulty and second, the creditor grants a concession it would not otherwise consider but for the borrower’s financial difficulties. At September 30, 2014, the Bank had $5.9 million in loans that were modified as troubled debt restructurings, of which $2.6 million were performing as agreed with modified terms.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is adequate with cash and cash equivalents of $50.4 million as of September 30,2014. In addition, loans and investment securities repricing or maturing within one year or less exceeded $213.5 million at September 30, 2014. Approximately $139.6 million in loan commitments could fund within the next six months and other commitments, primarily standby letters of credit, totaled $.6 million at September 30, 2014.

There are no known trends or any known commitments or uncertainties that will result in The First’s liquidity increasing or decreasing in a significant way.

Total consolidated equity capital at September 30, 2014, was $93.6 million, or approximately 8.7% of total assets. The Company currently has adequate capital positions to meet the minimum capital requirements for all regulatory agencies. The Company’s capital ratios as of September 30, 2014, were as follows:

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Tier 1 leverage	8.33	%
Tier 1 risk-based	11.67	%
Total risk-based	12.49	%

On June 30, 2006, The Company issued $4,124,000 of floating rate junior subordinated deferrable interest debentures to The First Bancshares Statutory Trust 2 in which the Company owns all of the common equity. The debentures are the sole asset of the Trust. The Trust issued $4,000,000 of Trust Preferred Securities (TPSs) to investors. The Company’s obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the Trust’s obligations under the preferred securities. The preferred securities are redeemable by the Company at its option. The preferred securities must be redeemed upon maturity of the debentures in 2036. Interest on the preferred securities is the three month London Interbank Offer Rate (LIBOR) plus 1.65% and is payable quarterly. The terms of the subordinated debentures are identical to those of the preferred securities. On July 27, 2007, The Company issued $6,186,000 of floating rate junior subordinated deferrable interest debentures to The First Bancshares Statutory Trust 3 in which the Company owns all of the common equity. The debentures are the sole asset of Trust 3. The Trust issued $6,000,000 of Trust Preferred Securities (TPSs) to investors. The Company’s obligations under the debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the Trust’s obligations under the preferred securities. The preferred securities are redeemable by the Company in 2013 or later, at its option. The preferred securities must be redeemed upon maturity of the debentures in 2037. Interest on the preferred securities is the three month LIBOR plus 1.40% and is payable quarterly. The terms of the subordinated debentures are identical to those of the preferred securities. In accordance with the authoritative guidance, the trusts are not included in the consolidated financial statements.

RESULTS OF OPERATIONS - QUARTERLY

The Company had a consolidated net income of $1,533,000 for the three months ended September 30, 2014, compared with consolidated net income of $1,104,000 for the same period last year.

Net interest income increased to $8.9 million from $8.0 million for the three months ended September 30, 2014, or an increase of 11.3% as compared to the same period in 2013. Quarterly average earning assets at September 30, 2014, increased $109.4 million, or 12.8% and quarterly average interest-bearing liabilities also increased $35.4 million or 4.8% when compared to September 30, 2013.

Noninterest income for the three months ended September 30, 2014, was $2,021,000 compared to $1,592,000 for the same period in 2013, reflecting an increase of $429,000 or 26.9%. The increase for the quarter ended Sepember 30, 2014, is attributed to increases in mortgage income and interchange fee income. There was also a coding error of $140,000 related to the system conversion in the third quarter of 2013.

The provision for loan losses was $631,000 for the three months ended September 30, 2014, compared with $360,000 for the same period in 2013. The allowance for loan losses of $6.1 million at September 30, 2014 (approximately .91% of total loans and 1.10% of loans excluding those booked at fair value due to the business combination) is considered by management to be adequate to cover losses inherent in the loan portfolio. The level of this allowance is dependent upon a number of factors, including the total amount of past due loans, general economic conditions, and management’s assessment of potential losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant change. Ultimately, losses may vary from current estimates and future additions to the allowance may be necessary.

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Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required. Management evaluates the adequacy of the allowance for loan losses quarterly and makes provisions for loan losses based on this evaluation.

Noninterest expense increased by $441,000 or 5.8% for the three months ended September 30, 2014, when compared with the same period in 2013. This increase is primarily related to increases in acquisition costs of $280,000 associated with the acquisition of Bay Bank. A one-time write-down on other real estate in the amount of $125,000 was expensed during the third quarter of 2014.

RESULTS OF OPERATIONS – YEAR TO DATE

The Company had a consolidated net income of $4,573,000 for the nine months ended September 30, 2014, compared with consolidated net income of $3,141,000 for the same period last year.

Net interest income increased to $24.5 million from $20.6 million for the nine months ended September 30, 2014, or an increase of 18.9% as compared to the same period in 2013. This increase was primarily a result of increased loan volume.

Noninterest income for the nine months ended September 30, 2014, was $5,748,000 compared to $5,412,000 for the same period in 2013, reflecting an increase of $336,000 or 6.2%. Included in noninterest income is service charges on deposit accounts, which for the nine months ended September 30, 2014, totaled $3,317,000 compared to $2,931,000 for the same period in 2013. An increase in fee income associated with higher loan and deposit volumes attributed to this income.

The provision for loan losses was $1,266,000 for the nine months ended September 30, 2014, compared with $1,020,000 for the same period in 2013. The allowance for loan losses of $6.1 million at September 30, 2014 (approximately .91% of total loans and 1.10% of loans excluding those booked at fair value due to the business combination) is considered by management to be adequate to cover losses inherent in the loan portfolio. The level of this allowance is dependent upon a number of factors, including the total amount of past due loans, general economic conditions, and management’s assessment of potential losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant change. Ultimately, losses may vary from current estimates and future additions to the allowance may be necessary.

Thus, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the loan loss allowance will not be required. Management evaluates the adequacy of the allowance for loan losses quarterly and makes provisions for loan losses based on this evaluation.

Noninterest expense increased by $1.8 million or 8.8% for the nine months ended September 30, 2014, when compared with the same period in 2013. This increase is primarily related to an increase in operating costs associated with the acquisition of Bay Bank, as well as an increase in salaries and employee benefits associated with the expansion into Baton Rouge, LA.

ITEM NO. 3. CONTROLS AND PROCEDURES

As of September 30, 2014, (the “Evaluation Date”), we carried out an evaluation, under the supervision of and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms.

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There have been no changes, significant or otherwise, in our internal controls over financial reporting that occurred during the quarter ended September 30, 2014, that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

ITEM NO. 4. RECENT ACCOUNTING PRONOUNCEMENTS

In January 2014, the FASB issued ASU No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323), “Accounting for Investments in Qualified Affordable Housing Projects,” which permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). For those investments in qualified affordable housing projects not accounted for using the proportional method, the investment should be accounted for as an equity method investment or a cost method investment. The decision to apply the proportional amortization method of accounting is an accounting policy decision that should be applied consistently to all qualifying affordable housing project investments rather than a decision to be applied to individual investments. This amendment should be applied retrospectively to all periods presented. A reporting entity that uses the effective yield method to account for its investments in qualified affordable housing projects before the date of adoption may continue to apply the effective yield method for those preexisting investments. ASU 2014-01 is effective for fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company is evaluating the possible effects of this guidance on its consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, “Receivables – Troubled Debt Restructurings by Creditors”, which will eliminate diversity in practice regarding the timing of derecognition for residential mortgage loans when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. Under ASU 2014-04, physical possession of residential real estate property is achieved when either the creditor obtains legal title to the residential real estate property upon completion of a foreclosure or the borrower conveys all interest in the residential real estate property through completion of a deed in lieu or foreclosure in order to satisfy the loan. Once physical possession has been achieved, the loan is derecognized and the property recorded within other assets at the lower of cost or fair value (less estimated costs to sell). In addition, the guidance requires both interim and annual disclosure of both the amount of foreclosed residential real estate property held by the creditor and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure. The additional disclosure requirements are effective for annual reporting periods beginning on or after December 15, 2014, and interim periods within those annual periods with retrospective disclosure necessary for all comparative periods presented. The adoption of this standard will result in additional disclosures but is not expected to have any impact on the Company’s consolidated financial statements or results of operations.

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In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), “Revenue from Contracts with Customers,” which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. The ASU defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The new accounting guidance, which does not apply to financial instruments, is effective on a retrospective basis beginning on January 1, 2017, and early adoption is prohibited. The Company does not expect the new guidance to have a material impact on its consolidated financial position or results of operation.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860), “Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures.” The FASB issued ASU 2014-11 to change the accounting for repurchase-to-maturity transactions and linked repurchase financials to secured borrowing accounting, which is consistent with the accounting for other repurchase agreements. The amendments also require two new disclosures. The first disclosure requires an entity to disclose information on transfers accounted for as sales in transactions that are economically similar to repurchase agreements. The second disclosure provides increased transparency about the types of collateral pledged in repurchase agreements and similar transactions accounted for as secured borrowings. The new guidance is effective beginning on January 1, 2015. The Company does not expect this guidance to have a material impact on its consolidated financial position or results of operation.

In June 2014, the FASB issued ASU No. 2014-12, Compensation-Stock Compensation (Topic 718), “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The new guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for annual and interim periods beginning after December 15, 2015, with early adoption permitted. The Company's current accounting treatment of performance conditions for employees who are or become retirement eligible prior to the achievement of the performance target are consistent with ASU 2014-12, and as such does not expect the new guidance to have a material effect on the Company’s consolidated financial condition and results of operations. The Company expects to prospectively adopt ASU 2014-12 in the first quarter 2015.

In August 2014, the FASB issued ASU 2014-14,Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure , which will eliminate diversity in practice relating to how creditors classify government-guaranteed mortgage loans, including Federal Housing Administration (FHA) or the Department of Veterans Affairs (VA) guaranteed loans, upon foreclosure. Under ASU 2014-14 a mortgage must be derecognized and a separate other receivable recognized upon foreclosure when the loan possesses a non-separable government guarantee that the creditor has both the intent and ability to exercise and for which any amount of the claim determined on the basis of the fair value of the real estate is fixed. Other receivables recognized under this guidance are to be measured based on the amount of the principal and interest expected to be recovered from the guarantor. ASU 2014-14 allows for a modified retrospective or prospective adoption in conjunction with ASU 2014-04 and is effective for annual reporting periods beginning on or after December 15, 2014, and interim periods within those annual periods with early adoption permitted. The Company is currently evaluating which method will be employed and the final impact of the Standard; however, ASU 2014-14 is not expected to have a material impact on the Company’s consolidated financial statements.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There are no material changes in the Company’s risk factors since December 31, 2013. Please refer to the Annual Report on Form 10-K of The First Bancshares, Inc., filed with the Securities and Exchange Commission on March 31, 2014.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITY AND USE OF PROCEEDS

On March 20, 2013, The First Bancshares, Inc., a Mississippi corporation (the "Company") entered into Securities Purchase Agreements with a limited number of institutional and other accredited investors, including certain directors and executive officers of the Company (collectively, the "Purchasers') to sell a total of 1,951,220 shares of mandatorily convertible non-cumulative, non-voting, perpetual Preferred Stock, Series D, $1.00 par value (the "Series D Preferred Stock") at a price of $10.25 per share, for an aggregate gross purchase price of $20,000,005 (the "Private Placement"). The Private Placement closed on March 22, 2013, after the Company issued an aggregate of 1,951,220 shares of Series D Preferred Stock against receipt of $20,000,005 in cash from the Purchasers. The Private Placement was not registered under the Securities Act of 1933, as amended (the "Act"), in reliance on Section 4(2) of the Act and Rule 506 of Regulation D promulgated thereunder.

The Series D Preferred Stock automatically converted into a like number of shares of the Company's common stock after the Company received shareholder approval of such conversion at a meeting of shareholders held on May 23, 2013. Upon conversion of the Series D Preferred Stock, each share of Series D Preferred Stock was

automatically converted into one share of the Company’s common stock par value of one U.S. dollar ($1.00) per share (“Common Stock”). The holders of record of Series D Preferred Stock were entitled to receive as, when, and if declared by the Company’s board of directors, dividends on each share of Series D Preferred Stock equal to the per share amount paid on a share of Common Stock (the “Preferred Dividend”), and no dividends were payable on the Common Stock or any other class or series of capital stock ranking with respect to dividends pari passu with the Common Stock unless a Preferred Dividend was payable at the same time on the Series D Preferred Stock;provided,however, in the event the shareholders of the Company did not approve the conversion of the Series D Preferred Stock to Common Stock within six (6) months of issuance, the holders of record of Series D Preferred Stock would have been entitled to receive as, when, and if declared by the board of directors of the Company, dividends on each share of Series D Preferred Stock equal to six (6) percent of liquidation value per annum or $0.62 per share (the “Fixed Preferred Dividend”) and no dividends would have been payable on the Common Stock or any other class or series of capital stock ranking with respect to dividends pari passu with the Common Stock unless a Preferred Dividend was payable at the time on the Series D Preferred Stock. Such Fixed Preferred Dividends would have been payable semi-annually in arrears on June 30 and December 31, beginning on December 31, 2013, until the shareholders of the Company approved the conversion of the Series D Preferred Shares into the Common Stock. The Series D Preferred Stock was not redeemable by the Company or by the holders. Complete details concerning the Series D Preferred Stock are contained in the Certificate of Designation filed with the Mississippi Secretary of State on March 20, 2013, a copy of which was attached as Exhibit 4.1 to the Form 8-K filed by the Company on March 25, 2013 and incorporated herein by reference.

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In accordance with Section 4.11 of the Securities Purchase Agreement, the Company called a meeting of the Company shareholders to vote on proposals to approve the conversion of shares of Series D Preferred Stock into shares of Common Stock for purposes of compliance with NASDAQ Stock Market Rule 5635. The board of directors of the Company unanimously recommended shareholder approval of this proposal.

Also on March 20, 2013, pursuant to the Securities Purchase Agreements, the Company entered into a Registration Rights Agreement with each of the Purchasers. Pursuant to the Registration Rights Agreement, the Company filed a registration statement with the Securities and Exchange Commission to register for resale the Common Stock to be issued upon conversion of the Series D Preferred Stock, within 90 calendar days after the closing of the Private Placement, and to used commercially reasonable efforts to cause such registration statement to be declared effective upon the earlier of (i) the 120th calendar day following March 22, 2013 (or the 150th calendar day following March 22, 2013 in the event that such registration statement is subject to review by the Securities and Exchange Commission) and (ii) the 5th trading day (as defined in the Registration Rights Agreement) after the date the Company is notified (orally or in writing, whichever is earlier) by the Securities and Exchange Commission that such registration statement will not be “reviewed” or will not be subject to further review. Failure to meet these deadlines and certain other events could have resulted in the Company's payment of liquidated damages to the holders of the rights, monthly in the amount of 0.5% of the aggregate purchase price of each holder of the converted Common Stock.

Copies of the form of Securities Purchase Agreements and the form of Registration Rights Agreements were attached to the Company’s Form 8-K filed on March 25, 2013 as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Securities Purchase Agreements, the Registration Rights Agreements and the Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreements, the Registration Rights Agreements and the Certificate of Designation filed as exhibits to this report.

Pursuant to shareholder approval obtained at the Annual Meeting held on May 23, 2013, the Series D Nonvoting Convertible Preferred Stock has been converted to common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

Not Applicable

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ITEM 6. EXHIBITS

(a) Exhibits

Exhibit No.
2.1	Agreement and Plan of merger, dated as of March 2, 2014, between The First Bancshares, Inc. and BCB Holding Company, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on 3-7-2014)
2.1	Acquisition Agreement, dated as of January 31, 2013, between The First Bancshares, Inc. and First Baldwin Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on 2-1-13) and First Amendment to Acquisition Agreement, dated as of March 15, 2013, between First Bancshares, Inc. and First Baldwin Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on 3-20-13)
3.1	Articles of Amendment and Certificate of Designation, Preferences and Rights of Series D Nonvoting Convertible Preferred Stock dated as of March 18,2013(incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K filed on 3-21-13).
3.2	Restated Articles of Incorporation dated as of March 21, 2013 (incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K filed on 3-21-13).
4.1	Certificate of Designation of Series D Nonvoting Convertible Preferred Stock, as filed with the Mississippi Secretary of State on March 20, 2013 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 25, 2013).
10.1	Form of Securities Purchase Agreement between the Company and each of the Purchasers, dated as of March 20, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 25, 2013)
10.2	Form of Registration Rights Agreement between the Company and each of the Purchasers, dated as of March 20, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 25, 2013)
31.1	Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of principal executive officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of principal financial officer pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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(b) The Company filed three reports on Form 8-K during the quarter ended September 30, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THE FIRST BANCSHARES, INC.
	(Registrant)
	/s/ M. RAY (HOPPY)COLE, JR.
November 12, 2014	M. Ray (Hoppy) Cole, Jr.
(Date)	Chief Executive Officer
	/s/  DEEDEE LOWERY
November 12, 2014	DeeDee Lowery, Executive
(Date)	Vice President and Chief
	Financial Officer

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