First Guaranty Bancshares, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - First Guaranty Bancshares, Inc.	exhibit32-2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - First Guaranty Bancshares, Inc.	exhibit32-1.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - First Guaranty Bancshares, Inc.	exhibit31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - First Guaranty Bancshares, Inc.	exhibit31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2018

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 offices)		(Zip Code)

(985) 345-7685
(Registrant's 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  No 

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  No 

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

Large accelerated filer ☐ Accelerated filer ☒

Non-accelerated filer ☐ (Do not check if a smaller reporting company)

Smaller reporting company ☐

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

Yes No 

As of August 8, 2018 the registrant had 8,807,175 shares of $1 par value common stock outstanding.

Table of Contents


		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited)	3

	Consolidated Balance Sheets as of June 30, 2018 and December 31, 2017	3

	Consolidated Statements of Income for the three and six months ended June 30, 2018 and 2017	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2018 and 2017	5

	Consolidated Statements of Shareholders' Equity for the six months ended June 30, 2018 and 2017	6

	Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017	7

	Notes to Unaudited Consolidated Financial Statements	8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48

Item 4.	Controls and Procedures	51

Part II.	Other Information	52

Item 1.	Legal Proceedings	52

Item 1A.	Risk Factors	52

Item 6.	Exhibits	53

Signatures		54

-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)	June 30, 2018			December 31, 2017
Assets
Cash and cash equivalents:
Cash and due from banks	$	27,639		$	37,205
Federal funds sold		165			823
Cash and cash equivalents		27,804			38,028

Investment securities:
Available for sale, at fair value		348,476			381,535
Held to maturity, at cost (estimated fair value of $109,660 and $118,557 respectively)		114,044			120,121
Investment securities		462,520			501,656

Federal Home Loan Bank stock, at cost		2,359			2,351
Loans held for sale		639			1,308

Loans, net of unearned income		1,174,141			1,149,014
Less: allowance for loan losses		10,770			9,225
Net loans		1,163,371			1,139,789

Premises and equipment, net		38,127			38,020
Goodwill		3,472			3,472
Intangible assets, net		4,075			4,424
Other real estate, net		1,225			1,281
Accrued interest receivable		7,428			7,982
Other assets		11,794			12,119
Total Assets	$	1,722,814		$	1,750,430

Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing demand	$	249,550		$	251,617
Interest-bearing demand		562,222			611,677
Savings		111,987			104,661
Time		605,909			581,331
Total deposits		1,529,668			1,549,286

Short-term borrowings		10,925			15,500
Accrued interest payable		2,457			2,488
Senior long-term debt		21,306			22,774
Junior subordinated debentures		14,682			14,664
Other liabilities		2,577			1,735
Total Liabilities		1,581,615			1,606,447

Shareholders' Equity
Common stock:
$1 par value - authorized 100,600,000 shares; issued 8,807,175 shares		8,807			8,807
Surplus		92,268			92,268
Retained earnings		49,844			44,464
Accumulated other comprehensive income (loss)		(9,720	)		(1,556	)
Total Shareholders' Equity		141,199			143,983
Total Liabilities and Shareholders' Equity	$	1,722,814		$	1,750,430

See Notes to Consolidated Financial Statements

-3-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands, except share data)	2018			2017		2018			2017
Interest Income:
Loans (including fees)	$	15,919		$	12,826	$	30,783		$	25,026
Deposits with other banks		31			41		116			60
Securities (including FHLB stock)		3,330			3,298		6,683			6,701
Federal funds sold		-			2		1			2
Total Interest Income		19,280			16,167		37,583			31,789

Interest Expense:
Demand deposits		2,142			1,360		4,118			2,442
Savings deposits		92			50		174			86
Time deposits		2,290			1,591		4,375			3,035
Borrowings		472			374		877			740
Total Interest Expense		4,996			3,375		9,544			6,303

Net Interest Income		14,284			12,792		28,039			25,486
Less: Provision for loan losses		(409	)		1,302		196			2,013
Net Interest Income after Provision for Loan Losses		14,693			11,490		27,843			23,473

Noninterest Income:
Service charges, commissions and fees		777			571		1,494			1,133
ATM and debit card fees		531			493		1,032			967
Net (losses) gains on securities		(216	)		404		(206	)		934
Net gains on sale of loans		129			119		131			124
Other		547			410		895			795
Total Noninterest Income		1,768			1,997		3,346			3,953

Noninterest Expense:
Salaries and employee benefits		5,633			4,593		11,215			9,419
Occupancy and equipment expense		1,397			1,077		2,738			2,108
Other		3,647			3,351		6,931			6,488
Total Noninterest Expense		10,677			9,021		20,884			18,015

Income Before Income Taxes		5,784			4,466		10,305			9,411
Less: Provision for income taxes		1,187			1,534		2,107			3,228
Net Income	$	4,597		$	2,932	$	8,198		$	6,183

Per Common Share:¹
Earnings	$	0.52		$	0.35	$	0.93		$	0.74
Cash dividends paid	$	0.16		$	0.15	$	0.32		$	0.30

Weighted Average Common Shares Outstanding		8,807,175			8,441,581		8,807,175			8,405,702

See Notes to Consolidated Financial Statements

¹All share amounts have been restated to reflect the ten percent stock dividend paid December 14, 2017 to shareholders of record as of December 8, 2017.

-4-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2018			2017			2018			2017
Net Income	$	4,597		$	2,932		$	8,198		$	6,183
Other comprehensive income:
Unrealized (losses) gains on securities:
Unrealized holding (losses) gains arising during the period		(2,737	)		2,020			(10,540	)		3,340
Reclassification adjustments for gains (losses) included in net income		216			(404	)		206			(934	)
Change in unrealized (losses) gains on securities		(2,521	)		1,616			(10,334	)		2,406
Tax impact		529			(550	)		2,170			(818	)
Other comprehensive (loss) income		(1,992	)		1,066			(8,164	)		1,588
Comprehensive Income	$	2,605		$	3,998		$	34		$	7,771

See Notes to Consolidated Financial Statements

-5-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (unaudited)

	Common Stock $1 Par		Surplus		Retained Earnings			Accumulated Other Comprehensive Income/(Loss)			Total
(in thousands, except per share data)
Balance December 31, 2016⁽¹⁾	$	8,369	$	81,000	$	38,979		$	(3,999	)	$	124,349
Net income		-		-		6,183			-			6,183
Common stock issued in acquisition, 437,751 shares⁽¹⁾		438		11,268		(1,056	)		-			10,650
Other comprehensive income		-		-		-			1,588			1,588
Cash dividends on common stock ($0.30 per share)⁽¹⁾		-		-		(2,498	)		-			(2,498	)
Balance June 30, 2017 (unaudited)	$	8,807	$	92,268	$	41,608		$	(2,411	)	$	140,272

Balance December 31, 2017	$	8,807	$	92,268	$	44,464		$	(1,556	)	$	143,983
Net income		-		-		8,198			-			8,198
Other comprehensive income (loss)		-		-		-			(8,164	)		(8,164	)
Cash dividends on common stock ($0.32 per share)		-		-		(2,818	)		-			(2,818	)
Balance June 30, 2018 (unaudited)	$	8,807	$	92,268	$	49,844		$	(9,720	)	$	141,199

See Notes to Consolidated Financial Statements

(1) All share and per share amounts reflect the ten percent stock dividend paid December 14, 2017 to shareholders of record as of December 8, 2017.

-6-

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Six Months Ended June 30,
(in thousands)	2018			2017
Cash Flows From Operating Activities
Net income	$	8,198		$	6,183
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		196			2,013
Depreciation and amortization		1,383			1,098
Amortization/Accretion of investments		762			875
Gain (loss) on sale/call of securities		206			(934	)
Gain on sale of assets		(148	)		(124	)
Repossessed asset write downs, gains and losses on dispositions		(96	)		78
FHLB stock dividends		(8	)		(8	)
Net decrease in loans held for sale		669			-
Change in other assets and liabilities, net		3,609			(4,969	)
Net Cash Provided By Operating Activities		14,771			4,212

Cash Flows From Investing Activities
Proceeds from maturities and calls of HTM securities		5,768			5,690
Proceeds from maturities, calls and sales of AFS securities		259,964			378,895
Funds Invested in AFS securities		(237,510	)		(397,529	)
Net increase in loans		(23,942	)		(42,858	)
Purchase of premises and equipment		(1,147	)		(3,735	)
Proceeds from sales of premises and equipment		38			-
Proceeds from sales of other real estate owned		316			233
Cash paid in excess of cash recieved in acquistion		-			(2,907	)
Net Cash Provided By (Used In) Investing Activities		3,487			(62,211	)

Cash Flows From Financing Activities
Net (decrease) increase in deposits		(19,618	)		87,244
Net decrease in federal funds purchased and short-term borrowings		(4,575	)		(16,200	)
Proceeds from long-term borrowings		-			3,750
Repayment of long-term borrowings		(1,471	)		(1,610	)
Dividends paid		(2,818	)		(2,498	)
Net Cash (Used In) Provided By Financing Activities		(28,482	)		70,686

Net (Decrease) Increase In Cash and Cash Equivalents		(10,224	)		12,687
Cash and Cash Equivalents at the Beginning of the Period		38,028			18,111
Cash and Cash Equivalents at the End of the Period	$	27,804		$	30,798

Noncash Activities:
Loans transferred to foreclosed assets	$	164		$	427
Common stock issued in acquistion	$	-		$	10,650

Cash Paid During The Period:
Interest on deposits and borrowed funds	$	9,575		$	6,169
Income taxes	$	1,500		$	8,400

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 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles. The consolidated financial statements and the footnotes of First Guaranty Bancshares, Inc. ("First Guaranty") thereto should be read in conjunction with the audited consolidated financial statements and note disclosures for First Guaranty previously filed with the Securities and Exchange Commission in First Guaranty's Annual Report on Form 10-K for the year ended December 31, 2017.

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 June 30, 2018 and for the three and six month periods ended June 30, 2018 and 2017 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 particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the valuation of investment securities.

-8-

Note 2. Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases: Conforming Amendments Related to Leases". This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the balance sheet and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. The ASU is effective for annual and interim periods beginning after December 15, 2018. The adoption of this ASU is not expected to have a material effect on First Guaranty's Consolidated Financial Statements.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments- Credit Losses: Measurement of Credit Losses on Financial Instruments". This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The ASU amendments require the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU requires assets held at cost basis to reflect the company's current estimate of all expected credit losses. For available for sale debt securities, credit losses should be presented as an allowance rather than as a write-down. In addition, this ASU amends the accounting for purchased financial assets with credit deterioration. This ASU is effective for annual and interim periods beginning after December 15, 2019. First Guaranty is currently evaluating the impact of this accounting standard and is implementing a new software application to assist in determining the impact on the Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment". This ASU amends the guidance on impairment testing. The ASU eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU is effective for annual and interim periods beginning after December 15, 2019. First Guaranty is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.

In March 2017, the FASB issued ASU 2017-08, "Receivables- Nonrefundable Fees and Other Costs, Premium Amortization on Purchased Callable Debt Securities". This ASU shortens the amortization period for certain callable debt securities held at a premium. Specifically, this ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount, the discount continues to be amortized to maturity. This ASU is effective for annual and interim periods beginning after December 15, 2018. First Guaranty is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements.

In February 2018, the FASB issued ASU 2018-02, "Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". This ASU provides an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. This ASU requires disclosure of a description of the accounting policy for releasing income tax effects from AOCI; whether election is made to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act; and information about the other income tax effects that are reclassified. This ASU is effective for annual and interim periods beginning after December 15, 2018. First Guaranty is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements and plans to adopt this ASU in the third quarter of 2018.

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Note 3. Merger Transaction

Effective at the close of business on June 16, 2017, First Guaranty completed its acquisition of 100% of the outstanding shares of Premier Bancshares, Inc., a Texas corporation ("Premier"), a single bank holding company headquartered in McKinney, Texas and its wholly owned subsidiary, Synergy Bank. This acquisition allowed First Guaranty to expand its presence into the North Central Texas market area. Under terms of an agreement and plan of merger dated January 30, 2017, First Guaranty issued 0.119 of a share of its common stock for each share of Premier for a total of 397,988 shares at a price of $25.86 (unadjusted for the 10% stock dividend in December 2017) and paid $10.3 million in cash for an acquisition value of approximately $21.0 million. The purchase price resulted in $1.5 million in goodwill and $2.7 million in core deposit intangible, none of which is deductible for tax purposes.

First Guaranty accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, for each transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with the adoption of ASU 2015-16, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition dates, First Guaranty records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. During the second quarter of 2018, First Guaranty finalized the purchase price allocations related to the Premier acquisition. No adjustments to goodwill were made in 2018.

(in thousands)	Premier Bancshares, Inc.

Cash and due from banks	$	4,542
Federal funds sold		2,855
Securities available for sale		5,892
Loans		128,018
Premises and equipment		9,493
Goodwill		1,474
Intangible assets		3,809
Other real estate		221
Other assets		2,009
Total assets acquired	$	158,313

Deposits		127,228
FHLB borrowings		9,700
Other liabilities		431
Total liabilities assumed	$	137,359
Net assets acquired	$	20,954

The following pro forma information for the six months ended June 30, 2017 reflects First Guaranty's estimated consolidated results of operations as if the acquisition of Premier occurred at January 1, 2016, unadjusted for potential cost savings.

(in thousands, except share data)	2017

Net Interest Income	$	27,996
Noninterest Income		4,153
Noninterest Expense		21,928
Net Income		5,317

Earnings per common share	$	0.60

-10-

Note 4. Securities

A summary comparison of securities by type at June 30, 2018 and December 31, 2017 is shown below.

	June 30, 2018									December 31, 2017
(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	$	7,998	$	-	$	(1	)	$	7,997	$	19,490	$	-	$	(4	)	$	19,486
U.S. Government Agencies		186,404		-		(8,638	)		177,766		200,052		-		(4,069	)		195,983
Corporate debt securities		79,150		86		(3,134	)		76,102		91,770		661		(946	)		91,485
Mutual funds or other equity securities		482		-		-			482		500		-		(7	)		493
Municipal bonds		35,132		1,005		(314	)		35,823		37,210		2,434		(75	)		39,569
Collateralized mortgage obligations		1,059		-		(23	)		1,036		1,191		-		(6	)		1,185
Mortgage-backed securities		50,555		-		(1,285	)		49,270		33,680		-		(346	)		33,334
Total available-for-sale securities	$	360,780	$	1,091	$	(13,395	)	$	348,476	$	383,893	$	3,095	$	(5,453	)	$	381,535

Held-to-maturity:
U.S. Government Agencies	$	28,171	$	-	$	(1,349	)	$	26,822	$	28,169	$	-	$	(670	)	$	27,499
Municipal bonds		5,262		-		(145	)		5,117		5,322		15		(12	)		5,325
Mortgage-backed securities		80,611		-		(2,890	)		77,721		86,630		6		(903	)		85,733
Total held-to-maturity securities	$	114,044	$	-	$	(4,384	)	$	109,660	$	120,121	$	21	$	(1,585	)	$	118,557

The scheduled maturities of securities at June 30, 2018, 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.

	June 30, 2018
(in thousands)	Amortized Cost		Fair Value
Available For Sale:
Due in one year or less	$	22,269	$	22,223
Due after one year through five years		67,002		65,330
Due after five years through 10 years		202,914		194,006
Over 10 years		16,981		16,611
Subtotal		309,166		298,170
Collateralized mortgage obligations		1,059		1,036
Mortgage-backed securities		50,555		49,270
Total available-for-sale securities	$	360,780	$	348,476

Held to Maturity:
Due in one year or less	$	-	$	-
Due after one year through five years		5,249		5,141
Due after five years through 10 years		18,337		17,268
Over 10 years		9,847		9,530
Subtotal		33,433		31,939
Mortgage-backed securities		80,611		77,721
Total held to maturity securities	$	114,044	$	109,660

At June 30, 2018, $380.3 million of First Guaranty's securities were pledged to secure public fund deposits and borrowings. The pledged securities had a market value of $376.1 million as of June 30, 2018.

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The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at June 30, 2018.

								At June 30, 2018
	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		1	$	2,998	$	(1	)		-	$	-	$	-			1	$	2,998	$	(1	)
U.S. Government agencies		23		49,137		(1,723	)		36		128,629		(6,915	)		59		177,766		(8,638	)
Corporate debt securities		147		45,974		(1,627	)		74		22,695		(1,507	)		221		68,669		(3,134	)
Mutual funds or other equity securities		-		-		-			-		-		-			-		-		-
Municipal bonds		25		11,091		(252	)		1		1,048		(62	)		26		12,139		(314	)
Collateralized mortgage obligations		5		1,036		(23	)		-		-		-			5		1,036		(23	)
Mortgage-backed securities		42		32,761		(538	)		11		16,510		(747	)		53		49,271		(1,285	)
Total available-for-sale		243	$	142,997	$	(4,164	)		122	$	168,882	$	(9,231	)		365	$	311,879	$	(13,395	)

Held to maturity:
U.S. Government agencies		4		9,629		(371	)		10		17,193		(978	)		14		26,822		(1,349	)
Municipal bonds		9		5,117		(145	)		-		-		-			9		5,117		(145	)
Mortgage-backed securities		38		51,050		(1,765	)		18		26,671		(1,125	)		56		77,721		(2,890	)
Total held to maturity		51	$	65,796	$	(2,281	)		28	$	43,864	$	(2,103	)		79	$	109,660	$	(4,384	)

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, 2017.

								At December 31, 2017
	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		6	$	19,486	$	(4	)		-	$	-	$	-			6	$	19,486	$	(4	)
U.S. Government agencies		30		62,991		(519	)		36		132,992		(3,550	)		66		195,983		(4,069	)
Corporate debt securities		56		19,050		(240	)		70		22,818		(706	)		126		41,868		(946	)
Mutual funds or other equity securities		1		493		(7	)		-		-		-			1		493		(7	)
Municipal bonds		9		4,431		(36	)		1		1,079		(39	)		10		5,510		(75	)
Collateralized mortgage obligations		4		936		(6	)		-		-		-			4		936		(6	)
Mortgage-backed securities		26		14,737		(73	)		11		18,313		(273	)		37		33,050		(346	)
Total available for sale		132	$	122,124	$	(885	)		118	$	175,202	$	(4,568	)		250	$	297,326	$	(5,453	)

Held to maturity:
U.S. Government agencies		4	$	9,925	$	(75	)		10	$	17,574	$	(595	)		14	$	27,499	$	(670	)
Municipal bonds		6		3,191		(12	)		-		-		-			6		3,191		(12	)
Mortgage-backed securities		35		54,186		(515	)		17		26,852		(388	)		52		81,038		(903	)
Total held to maturity		45	$	67,302	$	(602	)		27	$	44,426	$	(983	)		72	$	111,728	$	(1,585	)

As of June 30, 2018, 444 of First Guaranty's debt securities had unrealized losses totaling 4.0% of the individual securities' amortized cost basis and 3.7% of First Guaranty's total amortized cost basis of the investment securities portfolio. 150 of the 444 securities had been in a continuous loss position for over 12 months at such date. The 150 securities had an aggregate amortized cost basis of $224.1 million and an unrealized loss of $11.3 million at June 30, 2018. Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery.

-12-

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.

Investment securities issued by the U.S. Government and Government sponsored enterprises with unrealized losses and the amount of unrealized losses on those investment securities that are the result of changes in market interest rates will not be other-than-temporarily impaired. First Guaranty has the ability and intent to hold these securities until recovery, which may not be until maturity.

Corporate debt securities in a loss position consist primarily of corporate bonds issued by businesses in the financial, insurance, utility, manufacturing, industrial, consumer products and oil and gas industries. Two securities with an other-than-temporary impairment loss were held at June 30, 2018. First Guaranty believes that the remaining 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.

There were no other-than-temporary impairment losses recognized on securities during the six months ended June 30, 2018 and 2017.

The following table presents a roll-forward of the amount of credit losses on debt securities held by First Guaranty for which a portion of OTTI was recognized in other comprehensive income for the six months ended June 30, 2018 and 2017:

(in thousands)	Six Months Ended June 30, 2018		Six Months Ended June 30, 2017
Beginning balance of credit losses at end of prior year	$	60	$	60
Other-than-temporary impairment credit losses on securities not previously OTTI		-		-
Increases for additional credit losses on securities previously determined to be OTTI		-		-
Reduction for increases in cash flows		-		-
Reduction due to credit impaired securities sold or fully settled		-		-
Ending balance of cumulative credit losses recognized in earnings at end of period	$	60	$	60

In the first six months of 2018 there were no other-than-temporary impairment credit losses on securities for which we had previously recognized OTTI. For securities that have indications of credit related impairment, management analyzes future expected cash flows to determine if any credit related impairment is evident. Estimated cash flows are determined using management's best estimate of future cash flows based on specific assumptions. The assumptions used to determine the cash flows were based on estimates of loss severity and credit default probabilities. Management reviews reports from credit rating agencies and public filings of issuers.

At June 30, 2018, First Guaranty's exposure to bond issuers that exceeded 10% of shareholders' equity is below:

	At June 30, 2018
(in thousands)	Amortized Cost		Fair Value
Federal Home Loan Bank (FHLB)	$	49,396	$	47,103
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)		58,625		56,980
Federal National Mortgage Association (Fannie Mae-FNMA)		110,447		105,998
Federal Farm Credit Bank (FFCB)		127,273		121,498
Total	$	345,741	$	331,579

-13-

Note 5. Loans

The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2018 and December 31, 2017:

	June 30, 2018						December 31, 2017
(in thousands except for %)	Balance			As % of Category			Balance			As % of Category
Real Estate:
Construction & land development	$	91,654			7.8	%	$	112,603			9.8	%
Farmland		24,448			2.1	%		25,691			2.2	%
1- 4 Family		164,841			14.0	%		158,733			13.8	%
Multifamily		43,118			3.6	%		16,840			1.4	%
Non-farm non-residential		569,559			48.4	%		530,293			46.1	%
Total Real Estate		893,620			75.9	%		844,160			73.3	%
Non-Real Estate:
Agricultural		26,517			2.3	%		21,514			1.9	%
Commercial and industrial		200,349			17.0	%		230,638			20.0	%
Consumer and other		56,458			4.8	%		55,185			4.8	%
Total Non-Real Estate		283,324			24.1	%		307,337			26.7	%
Total loans before unearned income		1,176,944			100.0	%		1,151,497			100.0	%
Unearned income		(2,803	)					(2,483	)
Total loans net of unearned income	$	1,174,141					$	1,149,014

The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of June 30, 2018 and December 31, 2017 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.

	June 30, 2018							December 31, 2017
(in thousands)	Fixed		Floating		Total			Fixed		Floating		Total
One year or less	$	129,994	$	83,238	$	213,232		$	89,383	$	75,361	$	164,744
More than one to five years		373,546		228,814		602,360			390,333		251,135		641,468
More than five to 15 years		129,436		75,821		205,257			124,215		70,273		194,488
Over 15 years		76,320		70,806		147,126			70,366		67,881		138,247
Subtotal	$	709,296	$	458,679		1,167,975		$	674,297	$	464,650		1,138,947
Nonaccrual loans						8,969							12,550
Total loans before unearned income						1,176,944							1,151,497
Unearned income						(2,803	)						(2,483	)
Total loans net of unearned income					$	1,174,141						$	1,149,014

As of June 30, 2018, $50.0 million of floating rate loans were at their interest rate floor. At December 31, 2017, $95.4 million of floating rate loans were at the interest rate floor. Nonaccrual loans have been excluded from these totals.

-14-

The following tables present the age analysis of past due loans at June 30, 2018 and December 31, 2017:

	As of June 30, 2018
(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	$	160	$	326	$	486	$	91,168	$	91,654		$	-
Farmland		3,585		638		4,223		20,225		24,448			-
1 - 4 family		1,183		2,278		3,461		161,380		164,841			28
Multifamily		-		-		-		43,118		43,118			-
Non-farm non-residential		6,821		3,821		10,642		558,917		569,559			-
Total Real Estate		11,749		7,063		18,812		874,808		893,620			28
Non-Real Estate:
Agricultural		-		1,360		1,360		25,157		26,517			-
Commercial and industrial		402		573		975		199,374		200,349			226
Consumer and other		237		227		464		55,994		56,458			-
Total Non-Real Estate		639		2,160		2,799		280,525		283,324			226
Total loans before unearned income	$	12,388	$	9,223	$	21,611	$	1,155,333	$	1,176,944		$	254
Unearned income										(2,803	)
Total loans net of unearned income									$	1,174,141

	As of December 31, 2017
(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	$	95	$	371	$	466	$	112,137	$	112,603		$	-
Farmland		175		65		240		25,451		25,691			-
1 - 4 family		1,481		1,953		3,434		155,299		158,733			-
Multifamily		-		-		-		16,840		16,840			-
Non-farm non-residential		1,006		3,758		4,764		525,529		530,293			-
Total Real Estate		2,757		6,147		8,904		835,256		844,160			-
Non-Real Estate:
Agricultural		239		1,537		1,776		19,738		21,514			41
Commercial and industrial		630		5,624		6,254		224,384		230,638			798
Consumer and other		463		81		544		54,641		55,185			-
Total Non-Real Estate		1,332		7,242		8,574		298,763		307,337			839
Total loans before unearned income	$	4,089	$	13,389	$	17,478	$	1,134,019	$	1,151,497		$	839
Unearned income										(2,483	)
Total loans net of unearned income									$	1,149,014

The tables above include $9.0 million and $12.6 million of nonaccrual loans at June 30, 2018 and December 31, 2017, respectively. See the tables below for more detail on nonaccrual loans.

-15-

The following is a summary of nonaccrual loans by class at the dates indicated:

(in thousands)	As of June 30, 2018		As of December 31, 2017
Real Estate:
Construction & land development	$	326	$	371
Farmland		638		65
1 - 4 family		2,250		1,953
Multifamily		-		-
Non-farm non-residential		3,821		3,758
Total Real Estate		7,035		6,147
Non-Real Estate:
Agricultural		1,360		1,496
Commercial and industrial		347		4,826
Consumer and other		227		81
Total Non-Real Estate		1,934		6,403
Total Nonaccrual Loans	$	8,969	$	12,550

The following table identifies the credit exposure of the loan portfolio, including loans acquired with deteriorated credit quality, by specific credit ratings as of the dates indicated:

	As of June 30, 2018											As of December 31, 2017
(in thousands)	Pass		Special Mention		Substandard		Doubtful		Total			Pass		Special Mention		Substandard		Doubtful		Total
Real Estate:
Construction & land development	$	88,587	$	129	$	2,938	$	-	$	91,654		$	108,200	$	125	$	4,278	$	-	$	112,603
Farmland		20,186		3,582		680		-		24,448			25,030		569		92		-		25,691
1 - 4 family		154,371		2,105		8,365		-		164,841			149,426		1,856		7,451		-		158,733
Multifamily		36,340		-		6,778		-		43,118			9,366		639		6,835		-		16,840
Non-farm non-residential		543,734		6,107		19,177		541		569,559			510,494		2,490		17,309		-		530,293
Total Real Estate		843,218		11,923		37,938		541		893,620			802,516		5,679		35,965		-		844,160
Non-Real Estate:
Agricultural		23,729		105		2,683		-		26,517			19,050		995		1,469		-		21,514
Commercial and industrial		195,250		220		4,879		-		200,349			201,722		19,187		5,169		4,560		230,638
Consumer and other		56,085		148		225		-		56,458			48,225		68		6,892		-		55,185
Total Non-Real Estate		275,064		473		7,787		-		283,324			268,997		20,250		13,530		4,560		307,337
Total loans before unearned income	$	1,118,282	$	12,396	$	45,725	$	541	$	1,176,944		$	1,071,513	$	25,929	$	49,495	$	4,560	$	1,151,497
Unearned income										(2,803	)										(2,483	)
Total loans net of unearned income									$	1,174,141										$	1,149,014

-16-

Purchased Impaired Loans

As part of the acquisition of Premier on June 16, 2017, First Guaranty purchased credit impaired loans for which there was, at acquisition, evidence of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans is as follows at June 30, 2018 and December 31, 2017.

(in thousands)	As of June 30, 2018		As of December 31, 2017
Real Estate:
Construction & land development	$	-	$	1,135
Farmland		5		8
1 - 4 family		51		50
Multifamily		-		-
Non-farm non-residential		2,365		2,148
Total Real Estate		2,421		3,341
Non-Real Estate:
Agricultural		-		-
Commercial and industrial		926		1,017
Consumer and other		-		-
Total Non-Real Estate		926		1,017
Total	$	3,347	$	4,358

For those purchased loans disclosed above, there was no allowance for loan losses at June 30, 2018 or December 31, 2017.

Where First Guaranty can reasonably estimate the cash flows expected to be collected on the loans, a portion of the purchase discount is allocated to an accretable yield adjustment based upon the present value of the future estimated cash flows versus the current carrying value of the loan and the accretable yield portion is being recognized as interest income over the remaining life of the loan.

Where First Guaranty cannot reasonably estimate the cash flows expected to be collected on the loans, it has decided to account for those loans using the cost recovery method of income recognition. As such, no portion of a purchase discount adjustment has been determined to meet the definition of an accretable yield adjustment on those loans accounted for using the cost recovery method. If, in the future, cash flows from the borrower(s) can be reasonably estimated, a portion of the purchase discount would be allocated to an accretable yield adjustment based upon the present value of the future estimated cash flows versus the current carrying value of the loan and the accretable yield portion would be recognized as interest income over the remaining life of the loan. Until such accretable yield can be calculated, under the cost recovery method of income recognition, all payments will be used to reduce the carrying value of the loan and no income will be recognized on the loan until the carrying value is reduced to zero.

The accretable yield, or income expected to be collected, on the purchased loans above is as follows for the six months ended June 30, 2018 and 2017.

(in thousands)	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Balance, beginning of period	$	1,031		$	-
Acquisition accretable yield		-			1,261
Accretion		(311	)		(13	)
Net transfers from nonaccretable difference to accretable yield		-			-
Balance, end of period	$	720		$	1,248

-17-

Note 6. Allowance for Loan Losses

A summary of changes in the allowance for loan losses, by portfolio type, for the six months ended June 30, 2018 and 2017 are as follows:

	For the Six Months Ended June 30,
	2018												2017
(in thousands)	Beginning Allowance (12/31/2017)		Charge-offs			Recoveries		Provision			Ending Allowance (6/30/2018)		Beginning Allowance (12/31/2016)		Charge-offs			Recoveries		Provision			Ending Allowance (6/30/2017)
Real Estate:
Construction & land development	$	628	$	-		$	3	$	-		$	631	$	1,232	$	-		$	1	$	(307	)	$	926
Farmland		5		-			-		24			29		19		-			-		(13	)		6
1 - 4 family		1,078		(97	)		84		(160	)		905		1,204		(1	)		25		(190	)		1,038
Multifamily		994		-			20		384			1,398		591		-			20		(235	)		376
Non-farm non-residential		2,811		-			51		1,813			4,675		3,451		(653	)		7		652			3,457
Total real estate		5,516		(97	)		158		2,061			7,638		6,497		(654	)		53		(93	)		5,803
Non-Real Estate:
Agricultural		187		(49	)		12		374			524		74		(33	)		8		33			82
Commercial and industrial		2,377		(102	)		1,615		(1,912	)		1,978		3,543		(88	)		12		1,730			5,197
Consumer and other		1,125		(285	)		97		(324	)		613		972		(997	)		150		371			496
Unallocated		20		-			-		(3	)		17		28		-			-		(28	)		-
Total Non-Real Estate		3,709		(436	)		1,724		(1,865	)		3,132		4,617		(1,118	)		170		2,106			5,775
Total	$	9,225	$	(533	)	$	1,882	$	196		$	10,770	$	11,114	$	(1,772	)	$	223	$	2,013		$	11,578

Negative provisions are caused by changes in the composition and credit quality of the loan portfolio and by recoveries. The result is an allocation of the loan loss reserve from one category to another.

-18-

A summary of the allowance and loans, including loans acquired with deteriorated credit quality, individually and collectively evaluated for impairment are as follows:

	As of June 30, 2018
(in thousands)	Allowance Individually Evaluated for Impairment		Allowance Individually Evaluated for Purchased Credit-Impairment		Allowance Collectively Evaluated for Impairment		Total Allowance for Credit Losses		Loans Individually Evaluated for Impairment		Loans Individually Evaluated for Purchased Credit-Impairment		Loans Collectively Evaluated for Impairment		Total Loans before Unearned Income
Real Estate:
Construction & land development	$	42	$	-	$	589	$	631	$	316	$	-	$	91,338	$	91,654
Farmland		-		-		29		29		-		5		24,443		24,448
1 - 4 family		-		-		905		905		631		51		164,159		164,841
Multifamily		-		-		1,398		1,398		-		-		43,118		43,118
Non-farm non-residential		1,717		-		2,958		4,675		7,849		2,365		559,345		569,559
Total Real Estate		1,759		-		5,879		7,638		8,796		2,421		882,403		893,620
Non-Real Estate:
Agricultural		145		-		379		524		1,750		-		24,767		26,517
Commercial and industrial		150		-		1,828		1,978		1,114		926		198,309		200,349
Consumer and other		-		-		613		613		-		-		56,458		56,458
Unallocated		-		-		17		17		-		-		-		-
Total Non-Real Estate		295		-		2,837		3,132		2,864		926		279,534		283,324
Total	$	2,054	$	-	$	8,716	$	10,770	$	11,660	$	3,347	$	1,161,937	$	1,176,944
Unearned Income																(2,803	)
Total loans net of unearned income															$	1,174,141

	As of December 31, 2017
(in thousands)	Allowance Individually Evaluated for Impairment		Allowance Individually Evaluated for Purchased Credit-Impairment		Allowance Collectively Evaluated for Impairment		Total Allowance for Credit Losses		Loans Individually Evaluated for Impairment		Loans Individually Evaluated for Purchased Credit-Impairment		Loans Collectively Evaluated for Impairment		Total Loans before Unearned Income
Real Estate:
Construction & land development	$	-	$	-	$	628	$	628	$	-	$	1,135	$	111,468	$	112,603
Farmland		-		-		5		5		-		8		25,683		25,691
1 - 4 family		-		-		1,078		1,078		-		50		158,683		158,733
Multifamily		-		-		994		994		-		-		16,840		16,840
Non-farm non-residential		236		-		2,575		2,811		8,990		2,148		519,155		530,293
Total Real Estate		236		-		5,280		5,516		8,990		3,341		831,829		844,160
Non-Real Estate:
Agricultural		66		-		121		187		861		-		20,653		21,514
Commercial and industrial		565		-		1,812		2,377		5,731		1,017		223,890		230,638
Consumer and other		-		-		1,125		1,125		-		-		55,185		55,185
Unallocated		-		-		20		20		-		-		-		-
Total Non-Real Estate		631		-		3,078		3,709		6,592		1,017		299,728		307,337
Total	$	867	$	-	$	8,358	$	9,225	$	15,582	$	4,358	$	1,131,557	$	1,151,497
Unearned Income																(2,483	)
Total loans net of unearned income															$	1,149,014

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.

-19-

The following is a summary of impaired loans, excluding loans acquired with deteriorated credit quality, by class as of the date indicated:

	As of June 30, 2018
(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	$	-	$	-	$	-	$	-	$	-	$	-
Farmland		-		-		-		-		-		-
1 - 4 family		631		631		-		620		14		-
Multifamily		-		-		-		-		-		-
Non-farm non-residential		541		541		-		541		16		18
Total Real Estate		1,172		1,172		-		1,161		30		18
Non-Real Estate:
Agricultural		300		435		-		770		-		-
Commercial and industrial		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-
Total Non-Real Estate		300		435		-		770		-		-
Total Impaired Loans with no related allowance		1,472		1,607		-		1,931		30		18

Impaired Loans with an allowance recorded:
Real Estate:
Construction & land development		-		-		-		-		-		-
Farmland		-		-		-		-		-		-
1 - 4 family		-		-		-		-		-		-
Multifamily		-		-		-		-		-		-
Non-farm non-residential		5,999		6,352		1,714		6,135		67		69
Total Real Estate		5,999		6,352		1,714		6,135		67		69
Non-Real Estate:
Agricultural		1,450		1,499		145		1,491		26		-
Commercial and industrial		1,114		1,114		150		1,138		36		33
Consumer and other		-		-		-		-		-		-
Total Non-Real Estate		2,564		2,613		295		2,629		62		33
Total Impaired Loans with an allowance recorded		8,563		8,965		2,009		8,764		129		102

Total Impaired Loans	$	10,035	$	10,572	$	2,009	$	10,695	$	159	$	120

-20-

The following is a summary of impaired loans, excluding loans acquired with deteriorated credit quality, by class as of the date indicated:

	As of December 31, 2017
(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	$	-	$	-	$	-	$	-	$	-	$	-
Farmland		-		-		-		-		-		-
1 - 4 family		-		-		-		-		-		-
Multifamily		-		-		-		-		-		-
Non-farm non-residential		5,771		5,771		-		5,933		248		279
Total Real Estate		5,771		5,771		-		5,933		248		279
Non-Real Estate:
Agricultural		-		-		-		-		-		-
Commercial and industrial		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-
Total Non-Real Estate		-		-		-		-		-		-
Total Impaired Loans with no related allowance		5,771		5,771		-		5,933		248		279

Impaired Loans with an allowance recorded:
Real Estate:
Construction & land development		-		-		-		-		-		-
Farmland		-		-		-		-		-		-
1 - 4 family		-		-		-		-		-		-
Multifamily		-		-		-		-		-		-
Non-farm non-residential		3,219		3,570		236		3,555		183		127
Total Real Estate		3,219		3,570		236		3,555		183		127
Non-Real Estate:
Agricultural		861		920		66		1,117		70		17
Commercial and industrial		5,731		9,062		565		8,121		65		84
Consumer and other		-		-		-		-		-		-
Total Non-Real Estate		6,592		9,982		631		9,238		135		101
Total Impaired Loans with an allowance recorded		9,811		13,552		867		12,793		318		228

Total Impaired Loans	$	15,582	$	19,323	$	867	$	18,726	$	566	$	507

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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 has not restructured any loans that are considered TDRs in the six months ended June 30, 2018.

The following table identifies the TDRs as of June 30, 2018 and December 31, 2017:

	June 30, 2018								December 31, 2017
	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	$	-	$	-	$	316	$	316	$	-	$	-	$	334	$	334
Farmland		-		-		-		-		-		-		-		-
1-4 Family		-		-		-		-		-		-		-		-
Multifamily		-		-		-		-		-		-		-		-
Non-farm non residential		1,310		-		-		1,310		2,138		-		-		2,138
Total Real Estate		1,310		-		316		1,626		2,138		-		334		2,472
Non-Real Estate:
Agricultural		-		-		-		-		-		-		-		-
Commercial and industrial		-		-		-		-		-		-		-		-
Consumer and other		-		-		-		-		-		-		-		-
Total Non-Real Estate		-		-		-		-		-		-		-		-
Total	$	1,310	$	-	$	316	$	1,626	$	2,138	$	-	$	334	$	2,472

The following table discloses TDR activity for the six months ended June 30, 2018.

	Troubled Debt Restructured Loans Activity Six Months Ended June 30, 2018
(in thousands)	Beginning balance December 31, 2017		New TDRs		Charge-offs post-modification		Transferred to ORE		Paydowns			Construction to permanent financing		Restructured to market terms		Other adjustments		Ending balance June 30, 2018
Real Estate:
Construction & land development	$	334	$	-	$	-	$	-	$	(18	)	$	-	$	-	$	-	$	316
Farmland		-		-		-		-		-			-		-		-		-
1 - 4 family		-		-		-		-		-			-		-		-		-
Multifamily		-		-		-		-		-			-		-		-		-
Non-farm non-residential		2,138		-		-		-		(828	)		-		-		-		1,310
Total Real Estate		2,472		-		-		-		(846	)		-		-		-		1,626
Non-Real Estate:
Agricultural		-		-		-		-		-			-		-		-		-
Commercial and industrial		-		-		-		-		-			-		-		-		-
Consumer and other		-		-		-		-		-			-		-		-		-
Total Non-Real Estate		-		-		-		-		-			-		-		-		-
Total	$	2,472	$	-	$	-	$	-	$	(846	)	$	-	$	-		-	$	1,626

There were no commitments to lend additional funds to debtors whose terms have been modified in a TDR at June 30, 2018.

-22-

Note 7. 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 and Premier in 2017. Goodwill totaled $3.5 million at June 30, 2018 and December 31, 2017. No impairment charges have been recognized on First Guaranty's intangible assets. Loan servicing assets decreased $0.1 million to $1.1 million at June 30, 2018 compared to December 31, 2017. 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 9.6 years at June 30, 2018. The core deposits intangible reflect the value of deposit relationships, including the beneficial rates, which arose from acquisitions.

Note 8. Other Real Estate (ORE)

Other real estate owned consists of the following at the dates indicated:

(in thousands)	June 30, 2018		December 31, 2017
Real Estate Owned Acquired by Foreclosure:
Residential	$	164	$	23
Construction & land development		250		304
Non-farm non-residential		811		954
Total Other Real Estate Owned and Foreclosed Property	$	1,225	$	1,281

Loans secured by one-to-four family residential properties in the process of foreclosure totaled $0.6 million as of June 30, 2018.

Note 9. 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 June 30, 2018 and December 31, 2017:

Contract Amount

(in thousands)	June 30, 2018		December 31, 2017
Commitments to Extend Credit	$	79,188	$	78,125
Unfunded Commitments under lines of credit	$	112,579	$	101,344
Commercial and Standby letters of credit	$	8,448	$	7,886

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 June 30, 2018, any incremental liability arising from First Guaranty's legal proceedings will not have a material adverse effect on First Guaranty's financial position or results of operations.

-23-

Note 10. Fair Value Measurements

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, 2018 includes corporate debt and municipal securities.

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") 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 June 30, 2018 and December 31, 2017, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

(in thousands)	June 30, 2018		December 31, 2017
Available for Sale Securities Fair Value Measurements Using:
Level 1: Quoted Prices in Active Markets For Identical Assets	$	8,479	$	19,980
Level 2: Significant Other Observable Inputs		335,176		355,022
Level 3: Significant Unobservable Inputs		4,821		6,533
Securities available for sale measured at fair value	$	348,476	$	381,535

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, 2017 to June 30, 2018 was due principally to a net decrease in Treasury bills of $11.5 million. The change in Level 2 securities available for sale from December 31, 2017 to June 30, 2018 was due principally to a reduction in corporate and municipal bonds related to sales and maturities offset by the purchase of mortgage-backed securities. There were no transfers between Level 1 and 2 securities available for sale from December 31, 2017 to June 30, 2018.

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The following table reconciles assets measured at fair value on a recurring basis using unobservable inputs (Level 3):

	Level 3 Changes
(in thousands)	June 30, 2018
Balance, beginning of year	$	6,533
Total gains or losses (realized/unrealized):
Included in earnings		15
Included in other comprehensive income		(36	)
Purchases, sales, issuances and settlements, net		(1,899	)
Transfers in and/or out of Level 3		208
Balance as of end of period	$	4,821

There were no gains or losses for the period included in earnings attributable to the change in unrealized gains or losses related to assets still held as of June 30, 2018.

The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of June 30, 2018 and December 31, 2017, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:

(in thousands)	At June 30, 2018		At December 31, 2017
Impaired Loans - Fair Value Measurements Using:
Level 1: Quoted Prices in Active Markets For Identical Assets	$	-	$	-
Level 2: Significant Other Observable Inputs		-		-
Level 3: Significant Unobservable Inputs		6,855		12,003
Impaired loans measured at fair value	$	6,855	$	12,003

Other Real Estate Owned - Fair Value Measurements Using:
Level 1: Quoted Prices in Active Markets For Identical Assets	$	-	$	-
Level 2: Significant Other Observable Inputs		1,225		1,249
Level 3: Significant Unobservable Inputs		-		32
Other real estate owned measured at fair value	$	1,225	$	1,281

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.

-25-

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.

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.

Market 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.

Impaired loans.

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.

-26-

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 June 30, 2018 and December 31, 2017 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 June 30, 2018 and December 31, 2017 are presented in the following table:

	June 30, 2018				December 31, 2017
(in thousands)	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Assets
Cash and cash equivalents	$	27,804	$	27,804	$	38,028	$	38,028
Securities, available for sale		348,476		348,476		381,535		381,535
Securities, held to maturity		114,044		109,659		120,121		118,557
Federal Home Loan Bank stock		2,359		2,359		2,351		2,351
Loans held for sale		639		703		1,308		1,439
Loans, net		1,163,371		1,145,597		1,139,789		1,133,868
Accrued interest receivable		7,428		7,428		7,982		7,982

Liabilities
Deposits	$	1,529,668	$	1,526,834	$	1,549,286	$	1,549,449
Borrowings		32,231		32,248		38,274		38,294
Junior subordinated debentures		14,682		14,429		14,664		14,324
Accrued interest payable		2,457		2,457		2,488		2,488

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.

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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 June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 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; 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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Second Quarter and Six Months Ended June 30, 2018 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 and Texas customers through 27 banking facilities primary located throughout Southeast, Southwest and North Louisiana and in North Central Texas. 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 second quarter and six months ended June 30, 2018 are as follows:

●

Total assets were $1.7 billion at June 30, 2018 and $1.8 billion at December 31, 2017. Total loans were $1.2 billion at June 30, 2018, an increase of $25.1 million, or 2.2%, compared with December 31, 2017. Total deposits were $1.5 billion at June 30, 2018, a decrease of $19.6 million compared with December 31, 2017. Retained earnings was $49.8 million at June 30, 2018, an increase of $5.4 million compared to $44.5 million at December 31, 2017. Shareholders' equity was $141.2 million and $144.0 million at June 30, 2018 and December 31, 2017, respectively.

●	Net income for the second quarter of 2018 and 2017 was $4.6 million and $2.9 million, respectively. Net income for the six months ended June 30, 2018 was $8.2 million compared to $6.2 million for the six months ended June 30, 2017.

●

Earnings per common share were $0.52 and $0.35 for the second quarter of 2018 and 2017, respectively, and $0.93 and $0.74 for the six months ended June 30, 2018 and 2017, respectively. Total weighted average shares outstanding were 8,807,175 and 8,441,581 for the second quarter of 2018 and 2017, respectively, and 8,807,175 and 8,405,702 for the six months ended June 30, 2018 and 2017, respectively.

●	Net interest income for the second quarter of 2018 was $14.3 million compared to $12.8 million for the same period in 2017. Net interest income for the six months ended June 30, 2018 was $28.0 million compared to $25.5 million for the same period in 2017.

●

The provision for loan losses for the second quarter of 2018 was a credit of $0.4 million compared to a provision of $1.3 million for the same period in 2017. The provision for loan losses for the six months ended June 30, 2018 was $0.2 million compared to $2.0 million for the same period in 2017. First Guaranty received a $3.6 million negotiated payment in settlement of a commercial and industrial non-accrual loan on May 9, 2018. The payment resulted in a recovery of $1.6 million. The recovery impacted the allowance for loan losses and the end result was a negative provision for loan losses in the second quarter of 2018.

●

The net interest margin for the three months ended June 30, 2018 was 3.44% which was an increase of 11 basis points from the net interest margin of 3.33% for the same period in 2017. The net interest margin for the first six months of 2018 was 3.38% which was an increase of four basis points from the net interest margin of 3.34% for the first six months of 2017. First Guaranty attributed the increase in the net interest margin to a rise in interest income associated with loans and the change in balance sheet composition between higher yielding loans versus lower yielding securities. Loans as a percentage of average interest earning assets increased to 68.6% at June 30, 2018 compared to 64.4% at June 30, 2017.

●

Investment securities totaled $462.5 million at June 30, 2018, a decrease of $39.1 million when compared to $501.7 million at December 31, 2017. First Guaranty sold investment securities in order to fund loan growth, fund a seasonal decrease in public fund deposits and reduce interest rate risk. First Guaranty recognized a loss on sale of securities of $0.2 million in the second quarter of 2018. At June 30, 2018, available for sale securities, at fair value, totaled $348.5 million, a decrease of $33.1 million when compared to $381.5 million at December 31, 2017. At June 30, 2018, held-to-maturity securities, at amortized cost, totaled $114.0 million, a decrease of $6.1 million when compared to $120.1 million at December 31, 2017.

●

Total loans net of unearned income were $1.2 billion at June 30, 2018 compared to $1.1 billion at December 31, 2017. The net loan portfolio at June 30, 2018 totaled $1.2 billion, a net increase of $23.6 million from the December 31, 2017 net loan portfolio balance of $1.1 billion. Total loans net of unearned income are reduced by the allowance for loan losses which totaled $10.8 million at June 30, 2018 and $9.2 million at December 31, 2017, respectively.

●	Total impaired loans decreased $5.6 million to $11.7 million at June 30, 2018 compared to $15.6 million at December 31, 2017. Impaired loans decreased $4.4 million during the second quarter of 2018 from $14.4 million at March 31, 2018.

●

Nonaccrual loans decreased $3.6 million to $9.0 million at June 30, 2018 compared to $12.6 million at December 31, 2017. Nonaccrual loans decreased $1.5 million during the second quarter of 2018 from $10.5 million at March 31, 2018. The largest decrease in nonaccrual loans occurred as a result of the $3.6 million negotiated payment associated with a nonaccrual syndicated loan related to the oil and gas industry. This loan was impaired and rated as doubtful.

●	The allowance for loan losses was 0.92% of loans at June 30, 2018 compared to 0.80% at December 31, 2017. The allowance for loan losses as a percentage of total loans was 1.01% prior to the inclusion of the acquired loans from Premier.

●

Return on average assets for the three months ended June 30, 2018 and 2017 was 1.07% and 0.74%, respectively. Return on average assets for the six months ended June 30, 2018 and 2017 was 0.95% and 0.79%, respectively. Return on average common equity for the three months ended June 30, 2018 and 2017 was 13.11% and 8.98%, respectively. Return on average common equity for the six months ended June 30, 2018 and 2017 was 11.70% and 9.70%, respectively. Return on average assets is calculated by dividing annualized net income by average assets. Return on average common equity is calculated by dividing annualized net income by average common equity.

●

Book value per common share was $16.03 as of June 30, 2018 compared to $15.93 as of June 30, 2017. The increase in book value was due primarily to the increase in retained earnings which was partially offset by changes in accumulated other comprehensive loss ("AOCI"). 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 second quarter of 2018. First Guaranty also declared cash dividends of $0.16 per share during the second quarter of 2017, which was the equivalent of $0.15 per share after adjusting for the 10% common stock dividend paid in December 2017. First Guaranty has paid 100 consecutive quarterly dividends as of June 30, 2018.

●

In November 2017, First Guaranty announced the launch of an At-The-Market Equity Offering program ("ATM Offering"). First Guaranty may sell up to $25.0 million of common stock under the ATM Offering. First Guaranty expects to use the net proceeds of the ATM Offering for general corporate purposes, including support for organic growth and financing possible acquisitions of other financial institutions. First Guaranty did not sell any shares of common stock under the ATM Offering during the six months ended June 30, 2018.

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Financial Condition

Changes in Financial Condition from December 31, 2017 to June 30, 2018

General

Total assets at June 30, 2018 were $1.7 billion, a decrease of $27.6 million, or 1.6%, from December 31, 2017. Assets decreased primarily due to decreases in investment securities of $39.1 million and cash and cash equivalents of $10.2 million offset by an increase in net loans of $23.6 million during the six months ended June 30, 2018.

Loans

Net loans increased $23.6 million, or 2.1%, to $1.2 billion at June 30, 2018 from December 31, 2017. Total net loans increased during the first six months of 2018 primarily due to a growth in local originations. Non-farm non-residential loan balances increased $39.3 million primarily due to local originations. Multifamily loans increased $26.3 million primarily due to the conversion of existing construction loans to permanent financing. One-to four-family loans increased $6.1 million primarily due to the continued growth in local loan originations. Agricultural loans increased $5.0 million primarily due to seasonal activity. Consumer and other loans increased $1.3 million due to local originations. Commercial and industrial loans decreased $30.3 million primarily due to paydowns. Construction and land development loans decreased $20.9 million principally due to payoffs and the conversion of interim construction loans to permanent financing which was concentrated in the multifamily category. Farmland loans decreased $1.2 million due to paydowns on agricultural loan commitments. First Guaranty had approximately 2.1% of funded and 0.9% of unfunded commitments in our loan portfolio to businesses engaged in support or service activities for oil and gas operations. First Guaranty had $162.7 million in loans related to our Texas markets at June 30, 2018. Syndicated loans at June 30, 2018 were $74.3 million, of which $27.8 million were shared national credits. Syndicated loans increased $3.9 million from $70.4 million at December 31, 2017 primarily due to fundings on existing lines of credit.

As of June 30, 2018, 75.9% of our loan portfolio was secured by real estate. There are no significant concentrations of credit to any individual borrower. The largest portion of our loan portfolio, at 48.4% as of June 30, 2018, was non-farm non-residential loans secured by real estate. Approximately 39.3% of the loan portfolio was based on a floating rate tied to the prime rate or LIBOR as of June 30, 2018. 69.8% of the loan portfolio is scheduled to mature within five years from June 30, 2018.

First Guaranty acquired in the Premier acquisition a portfolio of loans comprised of loans guaranteed principally by the U.S. Small Business Administration ("SBA") or by the U.S. Department of Agriculture ("USDA") and the unguaranteed portion of SBA and USDA loans for which the guaranteed portion had been sold into the secondary market. First Guaranty has incorporated this new business line during the last year in both its newly acquired Texas markets and its existing Louisiana markets. At June 30, 2018, First Guaranty's balance of SBA and USDA loans was $36.6 million of which $13.5 million retained the government guarantee and $23.1 million was the unguaranteed residual balance. At June 30, 2018, First Guaranty also serviced 54 SBA and USDA loans that totaled $48.4 million. First Guaranty receives servicing fee income on this portfolio.

Net loans are reduced by the allowance for loan losses which totaled $10.8 million at June 30, 2018 and $9.2 million at December 31, 2017. Loan charge-offs were $0.5 million during the first six months of 2018 and $1.8 million during the same period in 2017. Recoveries totaled $1.9 million during the first six months of 2018 and $0.2 million during the same period in 2017. See Note 5 of the Notes to Consolidated Financial Statements for more information on loans and Note 6 for more information on the allowance for loan losses.

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Investment Securities

Investment securities at June 30, 2018 totaled $462.5 million, a decrease of $39.1 million compared to $501.7 million at December 31, 2017. The investment portfolio consisted of available-for-sale securities at fair market value for a total of $348.5 million at June 30, 2018 and held-to-maturity securities at amortized cost of $114.0 million at June 30, 2018.

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 meet pledging requirements for public funds and borrowings. In particular, our held-to-maturity securities portfolio is used as collateral for our public funds deposits.

The securities portfolio consisted 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, Federal Farm Credit Bank ("FFCB"), Freddie Mac and Fannie Mae obligations. Mortgage backed securities that we purchase are issued by Freddie Mac and Fannie Mae. Management monitors the securities portfolio for both credit and interest rate risk. We generally limit 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. 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 $348.5 million at June 30, 2018, a decrease of $33.1 million, or 8.7%, compared to $381.5 million at December 31, 2017. The decrease was primarily due to the sale of $61.0 million in U.S. Government agency and U.S. Treasury securities and $10.1 million in corporate securities for which the proceeds were used to fund loan growth and a seasonal decrease in public fund deposits. Partially offsetting this decrease was the purchase of $20.0 million in mortgage-backed securities used to collateralize public fund deposits.

Our held-to-maturity securities portfolio had an amortized cost of $114.0 million at June 30, 2018, a decrease of $6.1 million, or 5.1%, compared to $120.1 million at December 31, 2017. The decrease was primarily due to the continued amortization of our mortgage-backed securities.

At June 30, 2018, $22.2 million, or 4.8%, of the securities portfolio was scheduled to mature in less than one year. $70.6 million, or 15.3%, of the securities portfolio was scheduled to mature between one and five years. $212.3 million, or 45.9%, of the securities portfolio, not including collateralized mortgage obligations and mortgage-backed securities were scheduled to mature between five and ten years. Securities, not including collateralized mortgage obligations and mortgage-backed securities, with contractual maturity dates over 10 years totaled $26.5 million, or 5.7%, of the total securities portfolio at June 30, 2018. 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 June 30, 2018, management believes that the securities portfolio has a forecasted weighted average life of approximately 6.1 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 6.5 years. The portfolio had an estimated effective duration of 5.0 years at June 30, 2018.

There was no credit related other-than-temporary impairment of securities losses recognized during the six months ended June 30, 2018 or June 30, 2017.

-31-

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.

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The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.

(in thousands)	June 30, 2018			December 31, 2017
Nonaccrual loans:
Real Estate:
Construction and land development	$	326		$	371
Farmland		638			65
1 - 4 family residential		2,250			1,953
Multifamily		-			-
Non-farm non-residential		3,821			3,758
Total Real Estate		7,035			6,147
Non-Real Estate:
Agricultural		1,360			1,496
Commercial and industrial		347			4,826
Consumer and other		227			81
Total Non-Real Estate		1,934			6,403
Total nonaccrual loans		8,969			12,550

Loans 90 days and greater delinquent & accruing:
Real Estate:
Construction and land development		-			-
Farmland		-			-
1 - 4 family residential		28			-
Multifamily		-			-
Non-farm non-residential		-			-
Total Real Estate		28			-
Non-Real Estate:
Agricultural		-			41
Commercial and industrial		226			798
Consumer and other		-			-
Total Non-Real Estate		226			839
Total loans 90 days and greater delinquent & accruing		254			839

Total non-performing loans		9,223			13,389

Real Estate Owned:
Real Estate Loans:
Construction and land development		250			304
Farmland		-			-
1 - 4 family residential		164			23
Multifamily		-			-
Non-farm non-residential		811			954
Total Real Estate		1,225			1,281
Non-Real Estate Loans:
Agricultural		-			-
Commercial and industrial		-			-
Consumer and other		-			-
Total Non-Real Estate		-			-
Total Real Estate Owned		1,225			1,281

Total non-performing assets	$	10,448		$	14,670

Non-performing assets to total loans		0.89	%		1.28	%
Non-performing assets to total assets		0.61	%		0.84	%
Non-performing loans to total loans		0.79	%		1.17	%

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At June 30, 2018, nonperforming assets totaled $10.4 million, or 0.61% of total assets, compared to $14.7 million, or 0.84%, of total assets at December 31, 2017, which represented a decrease of $4.2 million, or 28.8%. The decrease in non-performing assets occurred primarily as a result of a decrease in non-accrual loans from $12.6 million at December 31, 2017 to $9.0 million at June 30, 2018. The decrease in non-accrual loans was concentrated primarily in commercial and industrial loans.

At June 30, 2018, nonaccrual loans totaled $9.0 million, a decrease of $3.6 million, or 28.5%, compared to nonaccrual loans of $12.6 million at December 31, 2017. The reduction in nonaccrual loans was primarily associated with a $3.6 million payoff on a non-performing commercial and industrial loan relationship associated with a syndicated loan related to the oil and gas industry that was rated as doubtful. Nonaccrual loans were concentrated in four loan relationships that totaled $4.7 million, or 52.3%, of nonaccrual loans at June 30, 2018.

At June 30, 2018, loans 90 days or greater delinquent and still accruing totaled $0.3 million, a decrease of $0.5 million compared to $0.8 million at December 31, 2017. These loans were comprised of a $0.2 million commercial and industrial loan and a $28,000 one-to four-family loan at June 30, 2018.

Other real estate owned totaled $1.2 million at June 30, 2018 and $1.3 million at December 31, 2017.

At June 30, 2018, our largest non-performing assets were comprised of the following non-accrual loans and other real estate owned: (1) a non-farm non-residential loan that totaled $2.9 million; (2) an agricultural loan relationship that totaled $0.7 million; (3) a $0.7 million non-farm non-residential property included in other real estate owned; (4) a one-to four-family loan that totaled $0.6 million; and (5) a farmland loan that totaled $0.4 million. The agricultural loan has been charged down to its estimated fair value.

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 June 30, 2018 and December 31, 2017:

(in thousands)	June 30, 2018		December 31, 2017
Restructured Loans:
In Compliance with Modified Terms	$	1,310	$	2,138
Past Due 30 through 89 days and still accruing		-		-
Past Due 90 days and greater and still accruing		-		-
Nonaccrual		316		334
Restructured Loans that subsequently defaulted		-		-
Total Restructured Loans	$	1,626	$	2,472

At June 30, 2018, we had two outstanding TDRs: (1) a $1.3 million non-farm non-residential loan secured by commercial real estate, which is performing in accordance with its modified terms; and (2) a $0.3 million construction and land development loan secured by raw land that is on non-accrual. The restructuring of these loans were related to interest rate or amortization concessions.

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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, recoveries, 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 loan losses was $10.8 million or 0.92% of total loans and 116.8% of nonperforming loans at June 30, 2018.

Comparing June 30, 2018 to December 31, 2017, there were changes within the specific components of the allowance balance. The primary changes were an increase in the balance associated with non-farm non-residential loans, multifamily loans and agricultural loans. The largest changes with the allowance were associated with non-farm non-residential loans. The change was due to loan growth in the second quarter of 2018 in this category and credit deterioration associated with two non-farm non-residential loans. One was a credit secured by a hotel / motel facility and one credit was secured by a truck stop gaming facility. Both of these credits were rated substandard at June 30, 2018. This increase was partially offset by a decrease in the allowance for consumer and other loans, commercial and industrial loans and one-to four-family loans. The largest decrease in the allowance allocation was due to the aforementioned payoff of the $3.6 million non-accrual oil and gas credit. Special mention loans decreased by $13.5 million during the first six months of 2018 primarily due to improved credit quality in the syndicated loan portfolio. Substandard loans decreased by $3.8 million during the first six months of 2018 due to the upgrade of loans to special mention status. Doubtful loans decreased $4.0 million during the first six months of 2018, due to the partial charge off and payoff on a $3.6 million nonperforming commercial and industrial loan noted above.

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First Guaranty charged off $0.5 million in loan balances during the first six months of 2018. The charged-off loan balances were concentrated in two loan relationships which totaled $0.2 million or 29.3% of the total charged off amount. The details of the $0.5 million in charged off loans were as follows:

1.	First Guaranty charged off $0.1 million on a one-to four-family loan in the first quarter of 2018. This loan had no remaining principal balance at June 30, 2018.

2.	First Guaranty charged off $0.1 million on a commercial and industrial loan in the second quarter of 2018. This loan had no remaining principal balance at June 30, 2018.

3.	Smaller loans and overdrawn deposit accounts comprised the remaining $0.3 million of charge-offs for the first six months of 2018.

The provision for loan losses decreased to $0.2 million in the first six months of 2018 from $2.0 million for the same period in 2017. The primary reason for the decrease year over year was due to the aforementioned $1.6 million recovery on the payoff of the $3.6 million nonperforming commercial and industrial loan received in the second quarter of 2018. The provision in the first six months of 2018 was taken to provide for current loan and deposit losses and to maintain the allowance proportionate to risks inherent in the loan portfolio. Total charge-offs were $0.5 million for the first six months of 2018 and $1.8 million for the same period in 2017. Recoveries totaled $1.9 million during the first six months of 2018 and $0.2 million during the first six months of 2017. For more information, see Note 6 to Consolidated Financial Statements.

Other information related to the allowance for loan losses is as follows:

(in thousands)	Six Months Ended June 30, 2018			Six Months Ended June 30, 2017
Loans:
Average outstanding balance	$	1,148,882		$	992,883
Balance at end of period	$	1,174,141		$	1,114,784

Allowance for Loan Losses:
Balance at beginning of year	$	9,225		$	11,114
Charge-offs		(533	)		(1,772	)
Recoveries		1,882			223
Provision		196			2,013
Balance at end of period	$	10,770		$	11,578

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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, 2017 to June 30, 2018, total deposits decreased $19.6 million, or 1.3%, to $1.5 billion. Noninterest-bearing demand deposits decreased $2.1 million, or 0.8% during the first six months of 2018 to $249.6 million at June 30, 2018. The reduction in noninterest-bearing demand deposits was due to fluctuations in existing customer balances. Interest-bearing demand deposits decreased $49.5 million, or 8.1%, during the first six months of 2018 to $562.2 million at June 30, 2018. The reduction in interest-bearing demand deposits was primarily concentrated in brokered deposits and public fund interest-bearing demand deposits. Brokered deposits decreased $29.0 million from $115.9 million at December 31, 2017 to $86.9 million at June 30, 2018. First Guaranty reduced brokered deposits with local deposit growth in order to reduce interest rate risk. Time deposits increased $24.6 million, or 4.2%, to $605.9 million at June 30, 2018, primarily due to our local deposit campaign along with an increase in public fund time deposits. Savings deposits increased $7.3 million, or 7.0%, during the first six months of 2018 to $112.0 million at June 30, 2018, primarily related to increases in public fund deposits.

As we seek to strengthen our net interest margin and improve our earnings, attracting noninterest-bearing or lower cost deposits will be a primary emphasis. Management will continue to evaluate and update our product mix in its efforts to attract additional customers. We currently offer a number of deposit products that are competitively priced and designed to attract and retain customers with primary emphasis on noninterest-bearing deposits and other lower cost deposits.

As of June 30, 2018, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $437.5 million. At June 30, 2018, approximately $224.8 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 Six Months Ended June 30,									For the Years Ended December 31,
	2018									2017									2016
(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		$	252,847		16.4	%		0.0	%		$	244,949		16.7	%		0.0	%		$	221,634		17.2	%		0.0	%
Interest-bearing Demand			587,132		37.9	%		1.4	%			539,399		36.9	%		1.0	%			415,410		32.3	%		0.6	%
Savings			110,333		7.1	%		0.3	%			102,779		7.0	%		0.2	%			89,279		7.0	%		0.1	%
Time			597,651		38.6	%		1.5	%			575,666		39.4	%		1.2	%			558,982		43.5	%		1.1	%
Total Deposits		$	1,547,963		100.0	%		1.1	%		$	1,462,793		100.0	%		0.9	%		$	1,285,305		100.0	%		0.7	%

Individual and Business Deposits	For the Six Months Ended June 30,									For the Years Ended December 31,
	2018									2017									2016
(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		$	246,794		27.3	%		0.0	%		$	240,337		28.0	%		0.0	%		$	217,245		30.1	%		0.0	%
Interest-bearing Demand			207,683		22.9	%		0.9	%			187,439		21.8	%		0.6	%			117,221		16.2	%		0.3	%
Savings			84,348		9.3	%		0.1	%			82,442		9.6	%		0.1	%			72,647		10.0	%		0.1	%
Time			366,698		40.5	%		1.4	%			348,656		40.6	%		1.3	%			316,191		43.7	%		1.3	%
Total Individual and Business Deposits		$	905,523		100.0	%		0.8	%		$	858,874		100.0	%		0.7	%		$	723,304		100.0	%		0.6	%

Public Fund Deposits	For the Six Months Ended June 30,									For the Years Ended December 31,
	2018									2017									2016
(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		$	6,053		0.9	%		0.0	%		$	4,612		0.8	%		0.0	%		$	4,389		0.8	%		0.0	%
Interest-bearing Demand			379,449		59.1	%		1.7	%			351,960		58.3	%		1.2	%			298,189		53.0	%		0.8	%
Savings			25,985		4.0	%		1.2	%			20,337		3.4	%		0.8	%			16,632		3.0	%		0.3	%
Time			230,953		36.0	%		1.6	%			227,010		37.5	%		1.1	%			242,791		43.2	%		0.8	%
Total Public Fund Deposits		$	642,440		100.0	%		1.6	%		$	603,919		100.0	%		1.2	%		$	562,001		100.0	%		0.8	%

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The following table sets forth the distribution of our time deposit accounts.

(in thousands)	June 30, 2018
Time deposits of less than $100,000	$	168,452
Time deposits of $100,000 through $250,000		157,001
Time deposits of more than $250,000		280,456
Total Time Deposits	$	605,909

At June 30, 2018, public funds deposits totaled $632.6 million compared to $640.7 million at December 31, 2017. Public fund time deposits totaled $228.9 million at June 30, 2018 compared to $225.6 million at December 31, 2017. We have developed a program for the retention and management of public funds deposits. Since the end of 2012, we have maintained public funds deposits in excess of $400.0 million. These deposits are from public entities such as school districts, hospital districts, sheriff departments and municipalities. $594.1 million, or 94%, of these accounts at June 30, 2018, are under fiscal agency agreements with terms of three years or less. Deposits under fiscal agency agreements are generally stable but public entities may maintain the ability to negotiate term deposits on a specific basis including with other financial institutions. Three of these relationships account for 43% of public fund deposits that are under fiscal agency agreements. 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. In addition to seasonal fluctuations, there are monthly fluctuations associated with internal payroll and short-term tax collection accounts for our public fund deposit accounts. 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, but have increasingly invested more public funds into loans during the last several years.

The following table sets forth public funds as a percent of total deposits.

(in thousands except for %)	June 30, 2018			December 31, 2017			December 31, 2016			December 31, 2015			December 31, 2014
Public Funds:
Noninterest-bearing Demand	$	6,454		$	4,828		$	4,114		$	4,906		$	3,241
Interest-bearing Demand		370,935			389,788			324,356			296,416			321,382
Savings		26,373			20,539			20,116			14,667			10,142
Time		228,884			225,591			208,330			252,688			266,743
Total Public Funds	$	632,646		$	640,746		$	556,916		$	568,677		$	601,508
Total Deposits	$	1,529,668		$	1,549,286		$	1,326,181		$	1,295,870		$	1,371,839
Total Public Funds as a percent of Total Deposits		41.4	%		41.4	%		42.0	%		43.9	%		43.9	%

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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. First Guaranty had $10.9 million in short-term borrowings outstanding at June 30, 2018 compared to $15.5 million outstanding at December 31, 2017. First Guaranty has an available line of credit of $6.5 million, with no outstanding balance at June 30, 2018. First Guaranty had senior long-term debt totaling $21.3 million as of June 30, 2018 and $22.8 million at December 31, 2017.

First Guaranty also had junior subordinated debentures totaling $14.7 million at June 30, 2018 and at December 31, 2017.

First Guaranty had $300.0 million in Federal Home Loan Bank letters of credit as of June 30, 2018 compared to $294.2 million at December 31, 2017. Federal Home Loan Bank letters of credit are obtained primarily for collateralizing public deposits. The increase in Federal Home Loan Bank letters of credit reflects First Guaranty's strategy to transition public funds deposits into loans.

Total Shareholders' Equity

Total shareholders' equity decreased to $141.2 million at June 30, 2018 from $144.0 million at December 31, 2017. The decrease in shareholders' equity was principally the result of an increase of $8.2 million in accumulated other comprehensive loss, offset by an increase of $5.4 million in retained earnings. The increase in accumulated other comprehensive loss was primarily attributed to the increase in unrealized losses on available-for-sale securities during the six months ended June 30, 2018 due to the increase in interest rates. The $5.4 million increase in retained earnings was due to net income of $8.2 million during the six month period ended June 30, 2018, partially offset by $2.8 million in cash dividends paid on our common stock.

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Results of Operations for the Second Quarter and Six Months Ended June 30, 2018 and 2017

Performance Summary

Three months ended June 30, 2018 compared to the three months ended June 30, 2017. Net income for the three months ended June 30, 2018 was $4.6 million, an increase of $1.7 million, or 56.8%, from $2.9 million for the three months ended June 30, 2017. The increase in net income for the three months ended June 30, 2018 as compared to the prior year period was primarily the result of increased interest income associated with loans, partially offset by increased interest and noninterest expense and decreased noninterest income. First Guaranty also experienced a decrease in income tax expense of $0.3 million resulting from the decrease in the federal corporate tax rate as a result of the Tax Cuts and Jobs Act. Earnings per common share for the three months ended June 30, 2018 was $0.52 per common share, an increase of 48.6% or $0.17 per common share from $0.35 per common share for the three months ended June 30, 2017. The increase in earnings per share was caused by the increase in net income.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017. Net income for the six months ended June 30, 2018 was $8.2 million, an increase of $2.0 million, or 32.6%, from $6.2 million for the six months ended June 30, 2017. The increase in net income for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017 was primarily the result of the decrease in income tax expense of $1.1 million resulting from the decrease in the federal corporate tax rate as a result of the Tax Cuts and Jobs Act. First Guaranty also experienced increased interest income associated with loans, partially offset by increased interest and noninterest expense and decreased noninterest income. Earnings per common share for the six months ended June 30, 2018 was $0.93 per common share, an increase of 25.7% or $0.19 per common share from $0.74 per common share for the six months ended June 30, 2017. The increase in earnings per share was caused by the increase in net income.

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 June 30, 2018 compared to the three months ended June 30, 2017. Net interest income for the three months ended June 30, 2018 and 2017 was $14.3 million and $12.8 million, respectively. The increase in net interest income for the three months ended June 30, 2018 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and an increase in the average yield of our total interest-earning assets, partially offset by the increase in the average balance of our total interest-bearing liabilities and an increase in the average rate of our total interest-bearing liabilities. The addition of Premier's interest-earning assets accounted for the majority of the increases in both the three month and six month periods ended June 30, 2018 over the comparable periods. For the three months ended June 30, 2018, the average balance of our total interest-earning assets increased by $122.6 million to $1.7 billion, and the average yield of our interest-earning assets increased by 44 basis points to 4.64% from 4.20% for the three months ended June 30, 2017. For the three months ended June 30, 2018, the average balance of our total interest-bearing liabilities increased by $113.7 million to $1.3 billion, and the average rate of our total interest-bearing liabilities increased by 39 basis points to 1.51% from 1.12% for the three months ended June 30, 2017. Our net interest rate spread increased five basis points to 3.13% for the three months ended June 30, 2018 from 3.08% for the three months ended June 30, 2017. Our net interest margin also increased 11 basis points to 3.44% for the three months ended June 30, 2018 from 3.33% for the three months ended June 30, 2017.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017. Net interest income for the six months ended June 30, 2018 and 2017 was $28.0 million and $25.5 million, respectively. The increase in net interest income for the six months ended June 30, 2018 as compared to the prior year period was primarily due to an increase in the average balance of our total interest-earning assets and an increase in the average yield of our total interest-earning assets, partially offset by the increase in the average balance of our total interest-bearing liabilities and an increase in the average rate of our total interest-bearing liabilities. For the six months ended June 30, 2018, the average balance of our total interest-earning assets increased by $132.7 million to $1.7 billion, and the average yield of our interest-earning assets increased by 37 basis points to 4.53% from 4.16% for the six months ended June 30, 2017. For the six months ended June 30, 2018, the average balance of our total interest-bearing liabilities increased by $124.1 million to $1.3 billion, and the average rate of our total interest-bearing liabilities increased by 39 basis points to 1.44% from 1.05% for the six months ended June 30, 2017. As a result, our net interest rate spread decreased two basis points to 3.09% for the six months ended June 30, 2018 from 3.11% for the six months ended June 30, 2017. Our net interest margin increased four basis points to 3.38% for the six months ended June 30, 2018 from 3.34% for the six months ended June 30, 2017.

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Interest Income

Three months ended June 30, 2018 compared to the three months ended June 30, 2017. Interest income increased $3.1 million, or 19.3%, to $19.3 million for the three months ended June 30, 2018 as compared to the prior year period. First Guaranty continues to transition assets from lower yielding securities to higher yielding loans in order to increase interest income. The increase in interest income resulted primarily from an increase in the average balance of our total interest-earning assets principally as a result of the Premier acquisition along with an increase in the average yield of our interest-earning assets. The average balance of interest-earning assets increased $122.6 million to $1.7 billion for the three months ended June 30, 2018 as compared to the prior year period. The average yield of interest-earning assets increased by 44 basis points to 4.64% for the three months ended June 30, 2018 compared to 4.20% for the three months ended June 30, 2017.

Interest income on securities increased $32,000, or 1.0%, to $3.3 million for the three months ended June 30, 2018 primarily as a result of an increase in the average yield on securities. The average yield on securities increased by 13 basis points to 2.73% for the three months ended June 30, 2018 from 2.60% for the three months ended June 30, 2017. The average balance of securities decreased $19.3 million to $488.5 million for the three months ended June 30, 2018 from $507.8 million for the three months ended June 30, 2017 due to a decrease in the average balance of our agency and corporate securities as a result of securities sales.

Interest income on loans increased $3.1 million, or 24.1%, to $15.9 million for the three months ended June 30, 2018 as a result of an increase in the average balance of loans along with an increase in the average yield on loans. The average balance of loans (excluding loans held for sale) increased by $149.9 million to $1.2 billion for the three months ended June 30, 2018 from $1.0 billion for the three months ended June 30, 2017 as a result of new loan originations, acquired loans and loans assumed from the Premier acquistion, the majority of which were one-to-four family residential loans, commercial leases, commercial real estate loans and commercial and industrial loans. The average yield on loans (excluding loans held for sale) increased by 40 basis points to 5.50% for the three months ended June 30, 2018 from 5.10% for the three months ended June 30, 2017.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017. Interest income increased $5.8 million, or 18.2%, to $37.6 million for the six months ended June 30, 2018 as compared to the prior year period. First Guaranty continues to transition assets from lower yielding securities to higher yielding loans in order to increase interest income. The increase in interest income resulted primarily from an increase in the average balance of our total interest-earning assets principally as a result of the Premier acquisition along with an increase in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $132.7 million to $1.7 billion for the six months ended June 30, 2018 as compared to the prior year period. The average yield of interest-earning assets increased by 37 basis points to 4.53% for the six months ended June 30, 2018 compared to 4.16% for the six months ended June 30, 2017.

Interest income on securities decreased $18,000 to $6.7 million for the six months ended June 30, 2018 primarily as a result of a decrease in the average balance of securities. The average balance of securities decreased $27.3 million to $498.0 million for the six months ended June 30, 2018 from $525.3 million for the six months ended June 30, 2017 due to a decrease in the average balance of our agency and corporate securities as a result of securities sales. The average yield on securities increased by 14 basis points to 2.71% for the six months ended June 30, 2018 from 2.57% for the six months ended June 30, 2017.

Interest income on loans increased $5.8 million, or 23.0%, to $30.8 million for the six months ended June 30, 2018 as a result of an increase in the average balance of loans along with an increase in the average yield on loans. The average balance of loans (excluding loans held for sale) increased by $156.0 million to $1.1 billion for the six months ended June 30, 2018 from $992.9 million for the six months ended June 30, 2017 as a result of new loan originations, acquired loans and loans assumed from the Premier acquistion, the majority of which were one-to-four family residential loans, commercial leases, commercial real estate loans and commercial and industrial loans. The average yield on loans (excluding loans held for sale) increased by 31 basis points to 5.39% for the six months ended June 30, 2018 from 5.08% for the six months ended June 30, 2017.

Interest Expense

Three months ended June 30, 2018 compared to the three months ended June 30, 2017. Interest expense increased $1.6 million, or 48.0%, to $5.0 million for the three months ended June 30, 2018 from $3.4 million for the three months ended June 30, 2017 due primarily to an increase in the average balance of interest-bearing deposits principally as a result of the Premier acquisition along with an increase in the average rate paid on interest-bearing deposits. The average balance of interest-bearing deposits increased by $107.2 million during the three months ended June 30, 2018 to $1.3 billion as a result of a $67.1 million increase in the average balance of time deposits, a $31.4 million increase in the average balance of interest-bearing demand deposits and a $8.7 million increase in the average balance of savings deposits. The average rate of interest-bearing demand deposits increased by 49 basis points during the three months ended June 30, 2018 to 1.51%. The increase in the average rate on interest-bearing demand deposits was due to those deposits, primarily public funds NOW accounts and brokered money market deposits, whose rates are contractually tied to national index rates such as the U.S. Federal Funds rate or short term U.S. Treasury rates which have increased over the last year.

Six months ended June 30, 2018 compared to the six months ended June 30, 2017. Interest expense increased $3.2 million, or 51.4%, to $9.5 million for the six months ended June 30, 2018 from $6.3 million for the six months ended June 30, 2017 due primarily to an increase in the average balance of interest-bearing deposits principally as a result of the Premier acquisition along with an increase in the average rate paid on interest-bearing deposits. The average balance of interest-bearing deposits increased by $122.2 million during the six months ended June 30, 2018 to $1.3 billion as a result of a $59.6 million increase in the average balance of time deposits, a $52.0 million increase in the average balance of interest-bearing demand deposits and a $10.6 million increase in the average balance of savings deposits. The average rate of interest-bearing demand deposits increased by 49 basis points during the six months ended June 30, 2018 to 1.41%. The increase in the average rate on interest-bearing demand deposits was due to those deposits, primarily public funds NOW accounts and brokered money market deposits, whose rates are contractually tied to national index rates such as the U.S. Federal Funds rate or short term U.S. Treasury rates which have increased over the last year.

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The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

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 June 30, 2018							Three Months Ended June 30, 2017
(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	$	16,015	$	31		0.78	%	$	25,361	$	41		0.65	%
Securities (including FHLB stock)		488,525		3,330		2.73	%		507,847		3,298		2.60	%
Federal funds sold		601		-		0.00	%		878		2		0.91	%
Loans held for sale		1,989		34		6.77	%		255		4		6.38	%
Loans, net of unearned income		1,158,619		15,885		5.50	%		1,008,759		12,822		5.10	%
Total interest-earning assets		1,665,749	$	19,280		4.64	%		1,543,100	$	16,167		4.20	%

Noninterest-earning assets:
Cash and due from banks		10,319							8,090
Premises and equipment, net		38,177							27,161
Other assets		13,245							5,208
Total Assets	$	1,727,490						$	1,583,559

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	$	567,141	$	2,142		1.51	%	$	535,786	$	1,360		1.02	%
Savings deposits		110,425		92		0.33	%		101,684		50		0.20	%
Time deposits		603,183		2,290		1.52	%		536,061		1,591		1.19	%
Borrowings		44,459		472		4.26	%		38,002		374		3.95	%
Total interest-bearing liabilities		1,325,208	$	4,996		1.51	%		1,211,533	$	3,375		1.12	%

Noninterest-bearing liabilities:
Demand deposits		255,981							236,099
Other		5,642							4,908
Total Liabilities		1,586,831							1,452,540

Shareholders' equity		140,659							131,019
Total Liabilities and Shareholders' Equity	$	1,727,490						$	1,583,559
Net interest income			$	14,284						$	12,792

Net interest rate spread (1)						3.13	%						3.08	%
Net interest-earning assets (2)	$	340,541						$	331,567
Net interest margin (3), (4)						3.44	%						3.33	%

Average interest-earning assets to interest-bearing liabilities						125.70	%						127.37	%

(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 3.45% and 3.35% for the above periods ended June 30, 2018 and 2017 respectively. A 21% and 35% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2018 and 2017 respectively.

(5)

Annualized.

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	Six Months Ended June 30, 2018							Six Months Ended June 30, 2017
(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	$	24,034	$	116		0.97	%	$	22,021	$	60		0.55	%
Securities (including FHLB stock)		497,953		6,683		2.71	%		525,257		6,701		2.57	%
Federal funds sold		816		1		0.22	%		563		2		0.62	%
Loans held for sale		1,858		57		6.19	%		140		4		5.84	%
Loans, net of unearned income		1,148,882		30,726		5.39	%		992,883		25,022		5.08	%
Total interest-earning assets		1,673,543	$	37,583		4.53	%		1,540,864	$	31,789		4.16	%

Noninterest-earning assets:
Cash and due from banks		10,295							7,924
Premises and equipment, net		38,183							25,826
Other assets		13,818							4,931
Total Assets	$	1,735,839						$	1,579,545

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	$	587,132	$	4,118		1.41	%	$	535,151	$	2,442		0.92	%
Savings deposits		110,333		174		0.32	%		99,736		86		0.17	%
Time deposits		597,651		4,375		1.48	%		538,002		3,035		1.14	%
Borrowings		41,449		877		4.27	%		39,620		740		3.77	%
Total interest-bearing liabilities		1,336,565	$	9,544		1.44	%		1,212,509	$	6,303		1.05	%

Noninterest-bearing liabilities:
Demand deposits		252,847							233,856
Other		5,107							4,579
Total Liabilities		1,594,519							1,450,944

Shareholders' equity		141,320							128,601
Total Liabilities and Shareholders' Equity	$	1,735,839						$	1,579,545
Net interest income			$	28,039						$	25,486

Net interest rate spread (1)						3.09	%						3.11	%
Net interest-earning assets (2)	$	336,978						$	328,355
Net interest margin (3), (4)						3.38	%						3.34	%

Average interest-earning assets to interest-bearing liabilities						125.21	%						127.08	%

(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 3.39% and 3.36% for the above periods ended June 30, 2018 and 2017 respectively. A 21% and 35% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2018 and 2017 respectively.

(5)

Annualized.

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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 June 30, 2018, the provision for loan losses was a credit of $0.4 million compared to $1.3 million for the same period in 2017. The allowance for loan losses at June 30, 2018 was $10.8 million and was 0.92% of total loans. The decrease in the provision was attributed to the improvement in credit quality of the loan portfolio. First Guaranty also received a $3.6 million negotiated payment in settlement of a commercial and industrial non-accrual loan on May 9, 2018. The payment resulted in a recovery of $1.6 million. The recovery impacted the allowance for loan losses and the end result was a negative provision for loan losses in the second quarter of 2018. The allowance for loan losses as a percentage of total loans was 1.01% prior to the inclusion of the acquired loans from Premier.

We recorded a $0.2 million provision for loan losses for the six months ended June 30, 2018 compared to $2.0 million for the same period in 2017. The decrease in the provision was attributed to the improvement in credit quality of the loan portfolio along with the aforementioned $1.6 million recovery received in the second quarter of 2018. Total charge-offs were $0.5 million for the first six months of 2018 and $1.8 million for the same period in 2017.

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, ATM and debit card 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 $1.8 million for the three months ended June 30, 2018, a decrease of $0.2 million from $2.0 million for the three months ended June 30, 2017. The decrease was primarily due to lower gains on securities sales. Net securities losses were $0.2 million for the three months ended June 30, 2018 as compared to net securities gains of $0.4 million for the same period in 2017. The gains and losses on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth. Service charges, commissions and fees totaled $0.8 million for the three months ended June 30, 2018 and $0.6 million for the same period in 2017. ATM and debit card fees totaled $0.5 million for the three months ended June 30, 2018 and 2017. Net gains on the sale of loans were $0.1 million for the three months ended June 30, 2018 and 2017. Other noninterest income totaled $0.5 million and $0.4 million for the three months ended June 30, 2018 and 2017, respectively.

Noninterest income totaled $3.3 million for the six months ended June 30, 2018, a decrease of $0.6 million from $4.0 million for the six months ended June 30, 2017. The decrease was primarily due to lower gains on securities sales. Net securities losses were $0.2 million for the six months ended June 30, 2018 as compared to net securities gains of $0.9 million for the same period in 2017. The gains and losses on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth. Service charges, commissions and fees totaled $1.5 million for the six months ended June 30, 2018 as compared to $1.1 million for the same period in 2017. ATM and debit card fees totaled $1.0 million for the six months ended June 30, 2018 and 2017. Net gains on the sale of loans were $0.1 million for the six months ended June 30, 2018 and 2017. Other noninterest income totaled $0.9 million and $0.8 million for the six months ended June 30, 2018 and 2017, respectively.

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Noninterest Expense

Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses. Noninterest expense totaled $10.7 million for the three months ended June 30, 2018 and $9.0 million for the three months ended June 30, 2017. Salaries and benefits expense totaled $5.6 million for the three months ended June 30, 2018 and $4.6 million for the three months ended June 30, 2017, primarily due to the increase in personnel expense from the Premier acquisition and new hires. Occupancy and equipment expense totaled $1.4 million for the three months ended June 30, 2018 and $1.1 million for the same period of 2017. Other noninterest expense totaled $3.6 million for the three months ended June 30, 2018 and $3.4 million for the three months ended June 30, 2017. Legal and professional fees totaled $0.6 million for the three months ended June 30, 2018, a decrease of $0.3 million from $0.9 million for the three months ended June 30, 2017. The reduction was due to the non-recurring expenses included in the second quarter of 2017 related to the acquisition of Premier.

Noninterest expense totaled $20.9 million for the six months ended June 30, 2018 and $18.0 million for the six months ended June 30, 2017. Salaries and benefits expense totaled $11.2 million for the six months ended June 30, 2018 and $9.4 million for the six months ended June 30, 2017, primarily due to the increase in personnel expense from the Premier acquisition and new hires. Occupancy and equipment expense totaled $2.7 million for the six months ended June 30, 2018 and $2.1 million for the six months ended June 30, 2017. Other noninterest expense totaled $6.9 million for the six months ended June 30, 2018 and $6.5 million for the same period in 2017. Legal and professional fees totaled $1.0 million for the six months ended June 30, 2018, a decrease of $0.4 million from $1.5 million for the six months ended June 30, 2017. The reduction was due to the non-recurring expenses included in the six months ended June 30, 2017 related to the acquisition of Premier.

The following table presents, for the periods indicated, the major categories of other noninterest expense:

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2018		2017		2018		2017
Other noninterest expense:
Legal and professional fees	$	580	$	851	$	1,043	$	1,482
Data processing		426		324		793		631
ATM fees		331		299		605		576
Marketing and public relations		328		274		673		573
Taxes - sales, capital, and franchise		243		193		487		390
Operating supplies		154		111		289		211
Software expense and amortization		272		207		541		416
Travel and lodging		268		255		494		459
Telephone		47		36		102		76
Amortization of core deposits		137		80		273		160
Donations		103		91		190		181
Net costs from other real estate and repossessions		71		72		38		149
Regulatory assessment		211		204		400		401
Other		476		354		1,003		783
Total other noninterest expense	$	3,647	$	3,351	$	6,931	$	6,488

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 and the statutory tax rate. The provision for income taxes for the three months ended June 30, 2018 and 2017 was $1.2 million and $1.5 million, respectively. The provision for income taxes decreased due to the decrease in the corporate federal income tax rate which took effect on January 1, 2018 as a result of the Tax Cuts and Jobs Act, which was partially offset by the increase in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the three months ended June 30, 2018, which was a decrease of 14 basis points from the second quarter of 2017 rate of 35.0%.

The provision for income taxes for the six months ended June 30, 2018 and 2017 was $2.1 million and $3.2 million, respectively. The provision for income taxes decreased due to the decrease in the corporate federal income tax rate which took effect on January 1, 2018 as a result of the Tax Cuts and Jobs Act, which was partially offset by the increase in income before income taxes. First Guaranty's statutory tax rate was 21.0% for the six months ended June 30, 2018, which was a decrease of 14 basis points from the six months ended June 30, 2017 rate of 35.0%.

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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 June 30, 2018 totaled $213.2 million. At June 30, 2018, time deposits maturing within one year or less totaled $381.1 million. First Guaranty's held-to-maturity ("HTM") portfolio at June 30, 2018 was $114.0 million or 24.7% of the investment portfolio compared to $120.1 million or 23.9% at December 31, 2017. 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 June 30, 2018. The municipal securities in the HTM portfolio have maturities of 20 years or less. The HTM portfolio had a forecasted weighted average life of approximately 5.89 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 $348.5 million or 75.3% of the investment portfolio as of June 30, 2018. 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 $53.7 million and $40.1 million at June 30, 2018 and December 31, 2017, respectively. The change in borrowing capacity with the Federal Home Loan Bank was due to changes in the value that First Guaranty receives on pledged collateral and due to First Guaranty's usage of the line. 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 $100.5 million and a revolving line of credit for $6.5 million with an availability of $6.5 million as of June 30, 2018 secured by a pledge of the Bank's common stock. 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 decreased to $141.2 million at June 30, 2018 from $144.0 million at December 31, 2017. The decrease in shareholders' equity was principally the result of an increase of $8.2 million in accumulated other comprehensive loss, offset by a $5.4 million increase in retained earnings. The increase in accumulated other comprehensive loss was primarily attributed to the increase in unrealized losses on available-for-sale securities during the six months ended June 30, 2018 due to the increase in interest rates. The $5.4 million increase in retained earnings was due to net income of $8.2 million during the six month period ended June 30, 2018, partially offset by $2.8 million in cash dividends paid on our common stock.

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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.

In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of June 30, 2018, the Bank's capital conservation buffer was 5.35% exceeding the minimum of 1.875% for 2018. As of June 30, 2018, First Guaranty's capital conservation buffer was 4.63% exceeding the minimum of 1.875% for 2018.

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the Federal Reserve Board is required to amend its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant nonbanking activities, (ii) do not conduct significant off-balance sheet activities, and (3) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization's complexity, will no longer be subject to regulatory capital requirements, effective no later than November 2018.

In addition, as a result of the legislation, the federal banking agencies are required to develop a "Community Bank Leverage Ratio" (the ratio of a bank's tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A "qualifying community bank" that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered "well capitalized" under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution's risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A financial institution can elect to be subject to this new definition.

At June 30, 2018, we satisfied the minimum regulatory capital requirements and were well capitalized within the meaning of federal regulatory requirements.

	"Well Capitalized Minimums"		As of June 30, 2018		As of December 31, 2017
Tier 1 Leverage Ratio
Consolidated		5.00%		8.35%		8.27%
Bank		5.00%		9.76%		9.88%

Tier 1 Risk-based Capital Ratio
Consolidated		8.00%		10.72%		10.35%
Bank		8.00%		12.55%		12.39%

Total Risk-based Capital Ratio
Consolidated		10.00%		12.63%		12.14%
Bank		10.00%		13.35%		13.07%

Common Equity Tier One Capital Ratio
Consolidated		6.50%		10.72%		10.35%
Bank		6.50%		12.55%		12.39%

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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.

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The following interest sensitivity analysis is one measurement of interest rate risk. This analysis 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 June 30, 2018 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.

	June 30, 2018
	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)	$	413,460		$	99,011		$	512,471		$	662,309	$	1,174,780
Securities (including FHLB stock)		11,644			12,938			24,582			440,297		464,879
Federal Funds Sold		165			-			165			-		165
Other earning assets		17,852			-			17,852			-		17,852
Total earning assets	$	443,121		$	111,949		$	555,070		$	1,102,606	$	1,657,676

Source of Funds:
Interest-bearing accounts:
Demand deposits	$	562,222		$	-		$	562,222		$	-	$	562,222
Savings deposits		111,987			-			111,987			-		111,987
Time deposits		200,002			181,099			381,101			224,808		605,909
Short-term borrowings		10,925			-			10,925			-		10,925
Senior long-term debt		21,306			-			21,306			-		21,306
Junior subordinated debt		-			-			-			14,682		14,682
Noninterest-bearing, net		-			-			-			330,645		330,645
Total source of funds	$	906,442		$	181,099		$	1,087,541		$	570,135	$	1,657,676

Period gap	$	(463,321	)	$	(69,150	)	$	(532,471	)	$	532,471
Cumulative gap	$	(463,321	)	$	(532,471	)	$	(532,471	)	$	-

Cumulative gap as a percent of earning assets		-28.0	%		-32.1	%		-32.1	%

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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 June 30, 2018. Shifts are measured in 100 basis point increments (+400 through -100 basis points) from base case. We do not 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	(12.48)%
+300	(8.99)%
+200	(5.99)%
+100	(2.82)%
Base	-%
-100	3.75%

Gradual Change in Interest Rates (In Basis Points)	Percent Change In Net Interest Income
+400	(5.34)%
+300	(3.93)%
+200	(2.56)%
+100	(1.14)%
Base	-%
-100	1.79%

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.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

At June 30, 2018, 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.

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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: August 9, 2018		By: /s/ Alton B. Lewis
		Alton B. Lewis
		Principal Executive Officer

Date: August 9, 2018		By: /s/ Eric J. Dosch
		Eric J. Dosch
		Principal Financial Officer
		Secretary and Treasurer

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First Guaranty Bancshares, Inc. - FORM 10-Q - August 9, 2018

Attached files

First Guaranty Bancshares, Inc. Reports