UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30,~~December 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)

OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission File Number: 0-22842

FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Missouri		43-1654695
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

142 East First Street, Mountain Grove, Missouri 65711

(Address of principal executive offices)

(417) 926-5151

(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 X No___

Indicate by check mark whether 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 proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~( )~~(X) No ( )

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

	Large accelerated filer ( )	Accelerated filer ( )
	Non-accelerated filer ( )	Smaller reporting company (X)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Stock, $.01 par value per share, 1,550,815 shares outstanding at ~~November 11, 2011.~~February 10, 2012.

FIRST BANCSHARES, INC.

AND SUBSIDIARIES

FORM 10-Q

INDEX

			~~Page No.~~
Part I. Financial Information			Page No.

	Item 1.	Consolidated Financial Statements:

		Consolidated Statements of Financial Condition at ~~September 30,~~December 31, 2011 and June 30, 2011 (Unaudited)	3

		Consolidated Statements of Operations for the Three ~~Months~~and Six Months Ended ~~September 30,~~December 31, 2011 and 2010 (Unaudited)	4

		Consolidated Statements of Comprehensive Income ~~(Loss)~~ for the Three ~~Three~~and Six Months Ended ~~September 30,~~December 31, 2011 and 2010 (Unaudited)	5

		Consolidated Statements of Cash Flows for the ~~Three~~ Six Months Ended ~~September 30,~~December 31, 2011 and 2010 (Unaudited)	6

		Notes to Consolidated Financial Statements (Unaudited)	7

	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2422

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3735

	Item 4.	Controls and Procedures	3735

Part II. Other Information

	~~Item~~Item 1.	Legal Proceedings	3936

	Item 1A.	Risk Factors	3936

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3936

	Item 3.	Defaults Upon Senior Securities	3936

	Item 4.	[Removed and Reserved]	3936

	Item 5.	Other Information	3936

	Item 6.	Exhibits	3936

	Signatures		4037

	Exhibit Index		4138

	Certifications		4239

~~FIRST BANCSHARES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited)~~

September 30, June 30,
2011 2011

ASSETS
Cash and cash equivalents $ 25,389,054 $ 24,798,915
Certificates of deposit purchased 1,999,000 2,939,675
Securities available-for-sale 59,670,893 54,080,467
Securities held to maturity, fair market value at:
September 30, 2011, $7,299,744; June 30, 2011, $18,193,227 7,186,233 18,145,893
Federal Home Loan Bank stock, at cost 428,800 428,800
Loans receivable, net of allowances for loan losses at:
  September 30, 2011, $1,720,372; June 30, 2011, $1,982,599 94,162,561 95,816,656
Loans held for sale - 61,140
Accrued interest receivable 664,423 778,420
Prepaid FDIC insurance premiums 631,294 752,998
Prepaid expenses 374,641 439,677
Property and equipment, net 5,886,982 5,897,731
Real estate owned and other repossessed assets 4,377,477 4,913,828
Intangible assets, net
72,597 85,126
Income taxes recoverable 138,360 138,360
Bank-owned life insurance 3,007,970 -
Other assets 62,015 66,123
     Total assets $ 204,052,300 $ 209,343,809

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits $ 176,706,614 $ 180,660,992
Retail repurchase agreements 5,215,720 6,416,491
Advances from Federal Home Loan Bank 3,000,000 3,000,000
Accrued expenses 1,389,626 1,201,657
     Total liabilities 186,311,960 191,279,140

Preferred stock, $.01 par value; 2,000,000 shares
authorized, none issued - -
Common stock, $.01 par value; 8,000,000 shares
authorized, 2,895,036 issued at September 30, 2011
and June 30, 2011, 1,550,815 shares outstanding at
September 30, 2011 and June 30, 2011 28,950 28,950
Paid-in capital 18,061,816 18,061,442
Retained earnings - substantially restricted 18,148,866 18,437,566
Treasury stock - at cost; 1,344,221 shares (19,112,627 ) (19,112,627 )
Accumulated other comprehensive income 613,335 649,338
     Total stockholders' equity 17,740,340 18,064,669
     Total liabilities and stockholders' equity $ 204,052,300 $ 209,343,809

See notes to consolidated financial statements

~~FIRST BANCSHARES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)~~

Three Months Ended
September 30,
2011 2010

Interest Income:
   Loans receivable $ 1,330,836 $ 1,606,658
   Securities 480,664 555,026
   Other interest-earning assets 24,438 42,001
       Total interest income 1,835,938 2,203,685
Interest Expense:
   Deposits 344,095 600,166
   Retail repurchase agreements 21,815 18,740
   Borrowed funds 37,873 37,874
       Total interest expense 403,783 656,780
       Net interest income 1,432,155 1,546,905

Provision for loan losses 55,636 63,181
Net interest income after
provision for loan losses 1,376,519 1,483,724
Non-interest Income:
   Service charges and other fee income 225,034 282,720
   Gain on sale of loans 3,036 2,370
   Gain on the sale of securities 113,962 -
   Loss on sale of property and real estate owned (45,699 ) (27,395 )
   Provision for losses on real estate owned (7,281 ) -
   Income from bank-owned life insurance 7,970 -
   Other 10,741 29,058
       Total non-interest income 307,763 286,753
Non-interest Expense:
   Compensation and employee benefits 934,050 866,744
   Occupancy and equipment 317,847 325,877
   Professional fees 254,329 165,533
   Deposit insurance premiums 124,820 107,163
   Other 341,936 365,066
       Total non-interest expense 1,972,982 1,830,383

       Loss before taxes (288,700 ) (59,906 )
Income taxes - 6,139
       Net loss $ (288,700 ) $ (66,045 )

       Earnings (loss) per share – basic $ (0.19 ) $ (0.04 )
       Earnings (loss) per share – diluted (0.19 ) (0.04 )
       Dividends per share 0.00 0.00

See notes to consolidated financial statements

FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME (LOSS)~~FINANCIAL CONDITION (Unaudited)

Three Months Ended
September 30,
2011 2010

Net Loss $ (288,700 ) $ (66,045 )

Other comprehensive income (loss), net of tax:
    Change in unrealized gain on securities
     available-for-sale, net of deferred income taxes
     and reclassification adjustment for gains realized in income (36,003 ) (11,917 )
Comprehensive loss $ (324,703 ) $ (77,962 )

See notes to consolidated financial statements

	December 31,			June 30,
	2011			2011

ASSETS
Cash and cash equivalents	$	18,673,314		$	24,798,915
Certificates of deposit purchased		250,000			2,939,675
Securities available-for-sale		65,010,336			54,080,467
Securities held to maturity, fair market value at:
December 31, 2011, $5,849,166; June 30, 2011, $18,193,227		5,770,670			18,145,893
Federal Home Loan Bank stock, at cost		428,800			428,800
Loans receivable, net of allowances for loan losses at:
December 31, 2011, $1,666,325; June 30, 2011, $1,982,599		94,280,054			95,816,656
Loans held for sale		-			61,140
Accrued interest receivable		702,480			778,420
Prepaid FDIC insurance premiums		721,355			752,998
Prepaid expenses		273,916			439,677
Property and equipment, net		5,649,971			5,897,731
Real estate owned and other repossessed assets		3,356,872			4,913,828
Intangible assets, net		60,067			85,126
Income taxes recoverable		53,751			138,360
Bank-owned life insurance		3,032,396			-
Other assets		40,415			66,123
Total assets	$	198,304,397		$	209,343,809

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits	$	171,995,638		$	180,660,992
Retail repurchase agreements		5,140,732			6,416,491
Advances from Federal Home Loan Bank		3,000,000			3,000,000
Accrued expenses		1,060,533			1,201,657
Total liabilities		181,196,903			191,279,140

Preferred stock, $.01 par value; 2,000,000 shares
authorized, none issued		-			-
Common stock, $.01 par value; 8,000,000 shares
authorized, 2,895,036 issued at December 31, 2011
and June 30, 2011, 1,550,815 shares outstanding at
December 31, 2011 and June 30, 2011		28,950			28,950
Paid-in capital		18,062,191			18,061,442
Retained earnings - substantially restricted		17,487,366			18,437,566
Treasury stock - at cost; 1,344,221 shares		(19,112,627	)		(19,112,627	)
Accumulated other comprehensive income		641,614			649,338
Total stockholders' equity		17,107,494			18,064,669
Total liabilities and stockholders' equity	$	198,304,397		$	209,343,809


See notes to consolidated financial statements


FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2011			2010			2011			2010

Interest Income:
Loans receivable	$	1,320,726		$	1,525,133		$	2,651,562		$	3,131,791
Securities		327,971			521,609			808,635			1,076,635
Other interest-earning assets		13,620			46,783			38,058			88,784
Total interest income		1,662,317			2,093,525			3,498,255			4,297,210
Interest Expense:
Deposits		325,324			485,101			669,419			1,085,267
Retail repurchase agreements		19,290			19,647			41,105			38,387
Borrowed funds		37,874			37,873			75,747			75,747
Total interest expense		382,488			542,621			786,271			1,199,401
Net interest income		1,279,829			1,550,904			2,711,984			3,097,809
Provision for loan losses		18,204			408,000			73,840			471,181
Net interest income after
provision for loan losses		1,261,625			1,142,904			2,638,144			2,626,628
Non-interest Income:
Service charges and other fee income		208,170			255,144			433,204			537,864
Gain on sale of loans		-			739			3,036			3,109
Gain (loss) on sale of investments		(17,561	)		-			96,401			-
Gain (loss) on sale of property and
equipment and real estate owned		9,713			6,456			(35,986	)		(59,250	)
Provision for loss on real estate owned		(584,410	)		(500,000	)		(591,691	)		(500,000	)
Income from bank-owned life insurance		24,426			-			32,396			-
Other		13,968			12,032			24,709			79,401
Total non-interest income		(345,694	)		(225,629	)		(37,931	)		61,124
Non-interest Expense:
Compensation and employee benefits		856,449			852,382			1,790,499			1,719,126
Occupancy and equipment		329,483			328,372			647,330			654,249
Professional fees		149,118			180,193			403,447			345,726
Deposit insurance premiums		(86,931	)		108,654			37,889			215,817
Other		244,703			639,820			586,639			1,004,886
Total non-interest expense		1,492,822			2,109,421			3,465,804			3,939,804
Loss before taxes		(576,891	)		(1,192,146	)		(865,591	)		(1,252,052	)
Income taxes		84,609			281,494			84,609			287,633
Net loss	$	(661,500	)	$	(1,473,640	)	$	(950,200	)	$	(1,539,685	)

Earnings (loss) per share – basic	$	(0.43	)	$	(0.95	)	$	(0.61	)	$	(0.99	)
Earnings (loss) per share – diluted		(0.43	)		(0.95	)		(0.61	)		(0.99	)
Dividends per share		0.00			0.00			0.00			0.00

See notes to consolidated financial statements

FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2011			2010			2011			2010

Net Income (loss)	$	(661,500	)	$	(1,473,640	)	$	(950,200	)	$	(1,539,685	)
Other comprehensive income (loss), net of tax:
Change in unrealized gain (loss) on securities
available-for-sale, net of deferred income
taxes and reclassification adjustment for
gains realized in income		28,279			(518,719	)		(7,724	)		(530,586	)
Comprehensive income (loss)	$	(633,221	)	$	(1,992,359	)	$	(957,924	)	$	(2,070,271	)


See notes to consolidated financial statements

FIRST BANCSHARES, INC. AND SUBSIDIARIES	FIRST BANCSHARES, INC. AND SUBSIDIARIES								FIRST BANCSHARES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)	CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)								CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

		Three Months Ended								Six Months Ended
		September 30,								December 31,
		2011				2010				2011			2010
Cash flows from operating activities:
Net loss		$	(288,700	)		$	(66,045	)		$	(950,200	)	$	(1,539,685	)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation			134,457				138,357				264,414			278,469
Amortization			12,529				12,529				25,059			25,058
Net amortization of premiums and accretion of (discounts) on securities			31,992				37,501				199,901			(61,268	)
Stock based compensation			374				1,326				749			2,652
Gain on the sale of securities			(113,962	)			-				(96,401	)		-
Provision for loan losses			55,636				63,181				73,840			471,181
Provision for losses on real estate owned			7,281				-				591,691			500,000
Gain on the sale of loans			(3,036	)			(2,370	)			(3,036	)		(3,109	)
Proceeds from sales of loans originated for sale			64,176				604,504				64,176			774,386
Loans originated for sale			-				(602,134	)			-			(859,576	)
Deferred income taxes											84,609			273,332
Loss on sale of property and equipment
and real estate owned			45,699				27,395				35,986			20,939
Loss on sale of other repossessed assets											-			38,311
Income from bank-owned life insurance			(7,970	)			-				(32,396	)		-
Net change in operating accounts:
Accrued interest receivable and other assets			183,139				143,930				277,409			341,012
Deferred loan costs			7,488				(423	)			12,265			2,637
Income taxes recoverable			-				6,138				-			14,301
Prepaid FDIC insurance premium			121,704				-				31,642			-
Accrued expenses			206,517				(42,861	)			(137,144	)		80 937
Net cash provided by operating activities			457,324				321,028				442,565			359,577

Cash flows from investing activities:
Purchase of certificates of deposit purchased			-				(1,049,000	)			-			(2,399,000	)
Maturities of certificates of deposit purchased			940,675				1,299,000				2,689,675			3,149,000
Purchase of securities available-for-sale			(36,721,244	)			(13,037,937	)			(50,485,174	)		(28,204,156	)
Sale of securities available-for-sale			26,164,795								26,164,795			-
Proceeds from maturities of securities available-for-sale			4,938,204				12,611,342				13,285,135			23,510,326
Purchase of securities held to maturity											-			(7,000,000	)
Proceeds from maturities of securities held to maturity			11,014,899				278,739				12,372,955			518,034
Net decrease in loans receivable			1,348,663				2,807,109				1,104,189			4,730,268
Purchase of bank owned life insurance			(3,000,000	)			-				(3,000,000	)		-
Purchases of property and equipment			(123,708	)			(195,399	)			(168,348	)		(294,404	)
Investment in real estate owned and repossessed assets											-			(6,500	)
Proceeds of insurance claim on repossessed assets											1,787			-
Proceeds from sale of real estate held for investment											134,133			-
Net proceeds from sale of real estate owned and repossessed assets			725,680		��		140,105				1,273,800			334,256
Net cash provided by investing activities			5,287,964				2,853,959
Net cash provided (used by) by investing activities											3,372,947			(5,662,176	)

Cash flows from financing activities:
Net change in deposits			(3,954,378	)			3,970,629				(8,665,354	)		(4,904,704	)
Net change in retail repurchase agreements			(1,200,771	)			(702,897	)			(1,275,759	)		(280,603	)
Net cash provided by (used by) financing activities			(5,155,149	)			3,267,732
Net cash used by financing activities											(9,941,113	)		(5,185,307	)

Net increase in cash and cash equivalents			590,139				6,442,719				(6,125,601	)		(10,487,906	)
Cash and cash equivalents - beginning of period			24,798,915				20,182,593				24,798,915			20,182,593
Cash and cash equivalents - end of period		$	25,389,054			$	26,625,312			$	18,673,314		$	9,694,687

Supplemental disclosures of cash flow information:

Cash paid during the period for:
Interest on deposits and borrowed funds		$	520,872			$	677,831			$	794,851		$	1,243,862
Income taxes			-				-				-			-

Supplemental schedule of non-cash investing and financing activities:

Loans transferred to real estate acquired in settlement of loans		$	242,308			$	1,895,911			$	346,308		$	2,222,963

See notes to consolidated financial statements

See notes to consolidated financial statements

FIRST BANCSHARES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed for interim reporting by First Bancshares, Inc. (the "Company") and its consolidated subsidiaries, First Home Savings Bank (the "Bank") and SCMG, Inc. are consistent with the accounting policies followed for annual financial reporting. All adjustments that, in the opinion of management, are necessary for a fair presentation of the results for the periods reported have been included in the accompanying unaudited consolidated financial statements, and all such adjustments are of a normal recurring nature. The accompanying consolidated statement of financial condition as of June 30, 2011, which has been derived from audited financial statements, and the unaudited interim financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. It is suggested that these consolidated financial statements be read in conjunction with the financial statements and the notes thereto included in the Company’s latest shareholders’ Annual Report on Form 10-K for the year ended June 30, 2011. The results for these interim periods may not be indicative of results for the entire year or for any other period.

2.	ACCOUNTING DEVELOPMENTS

In January 2011, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standard Update (“ASU”) No. 2011-01, Receivables (Topic 310), Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. ASU No. 2011-01 temporarily deferred the effective date for disclosures related to troubled debt restructurings to coincide with the effective date of ASU No. 2011-02, which is effective for periods beginning on or after June 15, 2011. The adoption of this pronouncement has not had a significant impact on the Company’s consolidated financial statements.

In April 2011, the FASB issued FASB ASU No. 2011-02, Receivables (Topic 310), A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. This guidance will assist creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. The guidance is effective for the first interim or annual period beginning on or after June 15, 2011. The adoption of this pronouncement has not had a significant impact on the Company’s consolidated financial statements.

In May 2011, the FASB issued FASB ASU No. 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in ~~U. S.~~U.S. GAAP and International Financial Reporting Standards (“IFRS”). This guidance amends previous guidance on fair value measurement to achieve common fair value measurement and disclosure requirement in GAAP and IFRS. The guidance is effective for the first interim or annual period beginning after December 15, 2011. The adoption of this pronouncement ~~will~~has not ~~have~~had a significant impact on the Company’s consolidated financial statements.

In June 2011, the FASB issued FASB ASU No. 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income. This guidance improves the comparability, consistency

and transparency of financial reporting and increases the prominence of items reported in other comprehensive income. The guidance will facilitate convergence of GAAP and IFRS. The guidance is effective for the annual periods, and interim periods within those years, beginning after December 15, 2011. ~~The adoption~~In December 2011, the FASB issued ASU 2011-12, Comprehensive Income (Topic 220) – Deferral of ~~this pronouncement~~the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05. While the FSAB is considering the operational concerns about the presentation requirements for reclassification adjustments and the needs of financial statement users for additional information about reclassification adjustments, entities should continue to report reclassification out of accumulated other comprehensive income consistent with the

presentation requirements in effect before ASU 2011-05. If ASU 2011-05 is adopted as originally presented, management does not believe it will ~~not~~ have a significant impact on the Company’s consolidated financial statements.

In September 2011, the FASB issued FASB ASU No. 2011-09, Compensation-Retirement Benefits-Multiemployer Plans (Subtopic 715-80), Disclosures about an Employer’s Participation in a Multiemployer Plan, An Amendment of the FASB Accounting Standards Codification. The amendments create greater transparency in financial reporting by requiring additional disclosures about an employer’s participation in a multiemployer pension plan. The additional disclosures will increase awareness about the commitments that an employer has made to a multiemployer pension plan and the potential future cash flow implications of an employer’s participation in the plan. The adoption of this pronouncement will not have a significant impact on the Company’s consolidated financial statements.

3.In December 2011, FASB issued ASU 2011-11, Disclosures about Offsetting Assets and Liabilities, in conjunction with the International Accounting Standards Board's issuance of amendments to Disclosures - Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7). While the boards retained the existing offsetting models under U.S. GAAP and IFRS, the new standards require disclosures to allow investors to better compare financial statements prepared under U.S. GAAP with financial statements prepared under IFRS. The new standards are effective for annual periods beginning January 1, 2013, and interim periods within those annual periods. Retrospective application is required. The amendments in this update will enhance disclosures required by U.S. GAAP by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. This information will enable users of an entity’s financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments in the scope of this update. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial statements.

3 LOANS RECEIVABLE, NET

At ~~September 30,~~December 31, 2011 and June 30, 2011, loans consisted of the following:

	(Dollars in thousands)										(Dollars in thousands)
	September 30, 2011					June 30, 2011					December 31, 2011					June 30, 2011
Type of Loan	Amount		Percent			Amount		Percent			Amount		Percent			Amount		Percent
Mortgage Loans:
Residential	$	53,493		55.90	%	$	54,860		56.22	%	$	53,024		55.37	%	$	54,860		56.22	%
Commercial Real Estate		29,684		31.02			29,877		30.61			30,902		32.27			29,877		30.61
Land		3,548		3.71			3,283		3.36			3,381		3.53			3,283		3.36
Second Mortgage Loans		3,811		3.98			3,945		4.04			3,750		3.91			3,945		4.04
Total Mortgage Loans		90,536		94.61			91,965		94.23			91,057		95.08			91,965		94.23
Consumer Loans:
Automobile Loans		725		0.76			807		0.83			688		0.72			807		0.83
Savings Account Loans		1,047		1.09			1,143		1.17			964		1.01			1,143		1.17
Mobile Home Loans		133		0.14			139		0.14			112		0.12			139		0.14
Other Consumer Loans		199		0.21			245		0.25			191		0.20			245		0.25
Total Consumer Loans		2,104		2.20			2,334		2.39			1,955		2.05			2,334		2.39
Commercial Business Loans		3,052		3.19			3,302		3.38			2,748		2.87			3,302		3.38
Total Loans		95,692		100.00	%		97,601		100.00	%		95,760		100.00	%		97,601		100.00	%
Add: Unamortized deferred loan costs,
net of origination fees		191					199					186					199
Less: Allowance for possible loan losses		1,720					1,983					1,666					1,983
Total Loans Receivable, net	$	94,163				$	95,817				$	94,280				$	95,817

Loan Origination Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.

Commercial business and commercial real estate loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than

transactional banking. Once it is determined that the borrower's management possesses sound ethics and solid business acumen, the Company's management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial business loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial business loans are secured by the assets being financed, including business equipment, farm equipment and cattle and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.

Commercial real estate loans are subject to underwriting standards and processes similar to commercial business loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company's commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce the Company's exposure to adverse economic events that affect any single market or industry. Management monitors and evaluates commercial real estate loans based on collateral, geography and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans. At ~~September 30,~~December 31, 2011, approximately ~~44.7%~~26.8% of the outstanding principal balances of the Company's commercial real estate loans were secured by owner-occupied properties.

With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the complete project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.

The Company originates consumer loans utilizing a computer-based credit scoring analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are

reviewed by management on a

~~reviewed by management on a~~ regular basis. Underwriting standards for home equity loans are heavily influenced by statutory requirements, which include, but are not limited to, a maximum loan-to-value, collection remedies, the total aggregate balance to one borrower and documentation requirements.

The Company employs an independent, outside consultant who reviews and validates the credit risk program on a periodic basis. Results of these reviews are presented to management and the Board of Directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company's policies and procedures.

Concentrations of Credit. Most of the Company's lending activity occurs within the State of Missouri, including eleven counties surrounding one of the largest metropolitan areas in the State of Missouri, Springfield, as well as other markets. The majority of the Company's loan portfolio consists of one-to-four family home loans, commercial and commercial real estate loans. As of ~~September 30,~~December 31, 2011 and June 30, 2011, there were no concentrations of loans related to any single industry in excess of 10% of total loans.

Related Party Loans. In the ordinary course of business, the Company has granted loans to certain directors, executive officers and their affiliates (collectively referred to as "related parties"). These loans were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other unaffiliated persons and do not involve more than normal risk of collectability. Activity in related party loans during the ~~three~~six months ended ~~September 30,~~December 31, 2011 is presented in the following table.

Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Non-accrual loans segregated by class of loan at ~~September 30,~~December 31, 2011 and June 30, 2011 were as follows:

(Amounts in Thousands)
September 30, June 30,
2011 2011
Non-Accrual Loans
Real Estate:
Residential $ 254 $ 452
Commercial and Land 488 630
Commercial Business 248 251
Consumer 7 6
Total Non-Accrual Loans $ 997 $ 1,339

	(In Thousands)
	December 31, 2011		June 30, 2011
Non-Accrual Loans
Real Estate:
Residential	$	50	$	452
Commercial and Land		461		630
Commercial Business		81		251
Consumer		6		6
Total Non-Accrual Loans	$	598	$	1,339

Had non-accrual loans performed in accordance with their original contract terms, the Company would have recognized additional interest income, net of tax, of approximately ~~$16,000~~$24,000 during the ~~three~~six month period ended ~~September 30,~~December 31, 2011.

An age analysis of past due loans segregated by class of loans, as of ~~September 30,~~December 31, 2011 was as follows:

		(Amounts in Thousands)							(In Thousands)
		Loans		Non-					Loans
		30 - 89 Days	90+ Days	Accrual		Current	Total		30 - 89 Days	90+ Days	Non- Accrual		Current	Total
	Type of Loan	Past Due	Past Due	Loans		Loans	Loans	Type of Loan	Past Due	Past Due	Loans		Loans	Loans
Mortgage Loans:	Mortgage Loans:							Mortgage Loans:
	Residential	$ 445	$ -	$ 254		$ 52,794	$53,493	Residential	$ 733	$ -	$ 50		$52,241	$53,024
	Commercial Real Estate	88	-	392		29,204	29,684	Commercial Real Estate	88	-	368		30,446	30,902
	Land	-	-	96		3,452	3,548	Land	3	-	93		3,285	3,381
	Second Mortgage Loans	58	-	-		3,753	3,811	Second Mortgage Loans	42	-	-		3,708	3,750
	Total Mortgage Loans	591	-	742		89,203	90,536	Total Mortgage Loans	866	-	511		89,680	91,057
Consumer Loans:	Consumer Loans:							Consumer Loans:
	Automobile Loans	4	-	7		714	725	Automobile Loans	10	-	6		672	688
	Savings Account Loans	-	-		-	1,047	1,047	Savings Account Loans	-	-		-	964	964
	Mobile Home Loans	-	-	-		133	133	Mobile Home Loans	-	-	-		112	112
	Other Consumer Loans	-	-	-		199	199	Other Consumer Loans	-	-	-		191	191
	Total Consumer Loans	4	-	7		2,093	2,104	Total Consumer Loans	10	-	6		1,939	1,955
	Commercial Business Loans	-	-	248		2,804	3,052	Commercial Business Loans	-	-	81		2,667	2,748
	Total Loans	$ 595	$ -	$ 997		$ 94,100	$95,692	Total Loans	$ 876	$ -	$ 598		$94,286	$95,760

A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. The Company offers various types of concessions when modifying a loan. These concessions typically result from our loss mitigation activities and could include reductions in the interest rate, interest rates below market rates, loan maturity extensions, forbearance agreements, forgiveness of principal, extended amortizations, additional extensions of credit that creates a credit balance that exceeds the collateral value, or other actions. Certain TDRs are classified as nonperforming at the time of restructuring and typically are returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period of at least six months. However, such loans would as TDRs until the borrower's sustained repayment performance is at least twelve months.

When the ~~Bank~~Company modifies ~~loans~~a loan in a TDR, it evaluates any possible impairment similar to other impaired loans based on the current fair value of the collateral, less selling costs for collateral dependent loans. Loans may also be valued based on a discounted cash flow analysis at the loan’s effective interest rate. If it is determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs) impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modifications, all TDRs are evaluated, including those that have payment defaults, for possible impairment and recognize impairment through the allowance.

Performing loans classified as ~~troubled debt restructurings~~TDRs during the ~~three~~six months ended ~~September 30,~~December 31, 2011, segregated by class, are shown in the table below:

Six months ended December 31, 2011
				Recorded
				Investment
	Number of			with no		Related
Type of Loan	Contracts			Allowance		Allowance
			(In Thousands)
Mortgage Loans:
Residential		-			-		-
Commercial Real Estate		1		$	474	$	62
Land		-			-		-
Second Mortgage Loans		-			-		-


Total Mortgage Loans			1				474				62


Consumer Loans:
Automobile Loans	-		-		-
Savings Account Loans	-		-		-
Mobile Home Loans	-		-		-
Other Consumer Loans	-		-		-
Total Consumer Loans	-		-		-
Commercial Business Loans	-		-		-
Total Loans	1	$	474	$	62

Three months ended September 30, 2011
Recorded
Investment
Number of with no Related
Type of Loan Contracts Allowance Allowance
Mortgage Loans:
Residential               -                   -                   -
Commercial Real Estate              1    $ 479,961      $ 62,200
Land               -                  -                   -
Second Mortgage Loans               -                   -                   -
Total Mortgage Loans              1     479,961       62,200

Consumer Loans:
Automobile Loans               -                  - -
Savings Account Loans               -                 - -
Mobile Home Loans               -                  - -
Other Consumer Loans               -                   - -
Total Consumer Loans               -                   -                   -

Commercial Business Loans                  -                    -                    -

Total Loans              1 $ 479,961      $ 62,200

For the ~~three~~six months ended ~~September 30,~~December 31, 2011, ~~the~~one commercial real estate loan was renewed and was classified as a TDR due to a reduction of the interest rate and an extension of the amortization term. The financial impact of this modification was immaterial. In addition, there was no material impact on the loan loss allowance as a result of this modification because the loan had been subject to impairment analysis and the reserve was already in place.

There ~~are~~were no TDR loans during the period July 1, 2011 through ~~September 30,~~December 31, 2011 that have defaulted on their restructured terms. There is one commercial real estate loan that became a TDR in the quarter ended December 31, 2010, and also defaulted on the restructured terms during the same period. The property securing the loan is currently involved in a foreclosure.

As of ~~September 30,~~December 31, 2011, the Bank had ~~$561,000~~$554,000 of performing loans classified as ~~troubled debt restructuring.~~TDRs including the $474,000 commercial real estate loan in the table above which became a TDR during the six months ended December 31, 2011.

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on an individual loan basis for all loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Impaired loans include nonperforming loans but also include loans modified in ~~troubled debt restructurings~~TDRs where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan,

payment extensions, forgiveness of principal, forbearance or other actions intended to maximize collections.

Impaired loans at ~~September 30,~~December 31, 2011 and June 30, 2011 are set forth in the following table. No interest income was recognized on impaired loans subsequent to their classification as impaired.

September 30, 2011	Unpaid		Recorded		Recorded
December 31, 2011													Unpaid		Recorded		Recorded
													Contractual		Investment		Investment		Total				Average
	Contractual		Investment		Investment		Total				Average		Principal		With No		With		Recorded		Related		Recorded
	Principal		With No		With		Recorded		Related		Recorded		Balance		Allowance		Allowance		Investment		Allowance		Investment
	Balance		Allowance		Allowance		Allowance		Allowance		Investment		(In Thousands)
Residential Real Estate	$	681,544	$	146,734	$	492,992	$	639,726	$	41,818	$	731,796	$	468	$	89	$	243	$	332	$	137	$	598
Commercial Real Estate		3,446,477		1,295,460		1,974,210		3,269,670		176,807		3,172,395		3,690		1,566		2,057		3,623		67		3,323
Land		559,792		559,792		-		559,792		-		367,970		529		529		-		529		-		422
Commercial Business		286,086		280,463		-		280,463		5,623		522,410		109		104		-		104		5		383
Consumer		16,824		16,824		-		16,824		-		15,490		11		11		-		11		-		14
	$	4,990,723	$	2,299,273	$	2,467,202	$	4,766,475	$	224,248	$	4,810,061	$	4,508	$	2,299	$	2,300	$	4,599	$	209	$	4,740

June 30, 2011 Unpaid Recorded Recorded
Contractual Investment Investment Total Average
Principal With No With Recorded Related Recorded
Balance Allowance Allowance Allowance Allowance Investment
Residential Real Estate $ 846,833 $ 460,134 $ 363,732 $ 823,866 $ 22,967 $ 912,850
Commercial Real Estate 3,693,505 1,228,767 1,846,353 3,075,120 618,385 4,153,983
Land 176,147 176,147 - 176,147 - 351,233
Commercial Business 829,023 497,872 266,484 764,356 64,667 465,368
Consumer 14,155 14,155 - 14,155 - 2,831
$ 5,559,663 $ 2,377,075 $ 2,476,569 $ 4,853,644 $ 706,019 $ 5,886,265

June 30, 2011		Unpaid Contractual Principal Balance		Recorded Investment With No Allowance		Recorded Investment With Allowance		Total Recorded Investment		Related Allowance		Average Recorded Investment
	(In Thousands)
Residential Real Estate	$	847	$	460	$	364	$	824	$	23	$	913
Commercial Real Estate		3,694		1,229		1,846		3,075		618		4,154
Land		176		176		-		176		-		351
Commercial Business		829		498		267		764		65		465
Consumer		14		14		-		14		-		3
	$	5,560	$	2,377	$	2,477	$	4,854	$	706	$	5,886

Credit Quality Indicator. As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions in the State of Missouri.

The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans are graded on a scale of 1 to 8. A description of the general characteristics of the 8 risk grades is as follows:

·	Grades 1 and 2 - These grades include loans to very high credit quality borrowers. These borrowers (grades 1 and 2), generally have significant capital strength, moderate leverage, stable earnings, growth, and readily available financing alternatives.

·	Grades 3 - T~~his~~This grade includes loans that are "pass grade" loans to borrowers of acceptable credit quality and risk. These borrowers have satisfactory asset quality and liquidity, adequate debt capacity and coverage, and good management in critical positions.

·	Grades 4 - This grade includes loans that require ”increased management attention”. These borrowers generally have limited additional debt capacity and modest coverage and average or below average asset quality, margins, and market share.

Grade 5 - This grade is for "Other Assets Specially Mentioned" in accordance with regulatory guidelines. This grade is intended to be temporary and includes loans to borrowers whose credit quality has clearly deteriorated and are at risk of further decline unless active measures are taken to correct the situation.

Grade 6 - This grade includes "Substandard" loans, in accordance with regulatory guidelines, for which the accrual of interest has not been stopped. By definition under regulatory guidelines, a "Substandard" loan has defined weaknesses which make payment default or principal exposure likely, but not yet certain. Such loans are apt to be dependent upon collateral liquidation, a secondary source of repayment or an event outside of the normal course of business. Also, included in "Substandard" loans, in accordance with regulatory guidelines, are loans for which the accrual of interest has been stopped. This grade includes loans where interest is more than 90 days past due and not fully secured and loans where a specific valuation allowance may be necessary.

Grade 7 - This grade includes "Doubtful" loans in accordance with regulatory guidelines. Such loans are placed on non-accrual status and may be dependent upon collateral having a value that is difficult to determine or upon some near-term event which lacks certainty. Additionally, these loans generally have a specific valuation allowance in excess of 30% of the principal balance.

Grade 8 - This grade includes "Loss" loans in accordance with regulatory guidelines. Such loans are to be charged-off or charged-down when payment is acknowledged to be uncertain or when the timing or value of payments cannot be determined. "Loss" is not intended to imply that the loan or some portion of it will never be paid, nor does it in any way imply that there has been a forgiveness of debt.

The following tables show the outstanding balance of loans by credit quality indicator and loan segment as of ~~September 30,~~December 31, 2011 and June 30, ~~2011~~2011:

December 31, 2011
	(In Thousands)
			Specially
Type of Loan	Pass		Mentioned		Substandard		Doubtful		Total
Mortgage Loans:
Residential	$	52,029	$	527	$	459	$	9	$	53,024
Commercial Real Estate		27,041		171		3,690		-		30,902
Land		2,851		-		530		-		3,381
Second Mortgage Loans		3,750		-		-		-		3,750
Total Mortgage Loans		85,671		698		4,679		9		91,057
Consumer Loans:
Automobile Loans		677		-		11		-		688
Savings Account Loans		964		-		-		-		964
Mobile Home Loans		112		-		-		-		112
Other Consumer Loans		191		-		-		-		191
Total Consumer Loans		1,944		-		11		-		1,955
Commercial Business Loans		2,639		-		109		-		2,748
Total Gross Loans	$	90,254	$	698	$	4,799	$	9	$	95,760

June 30, 2011
			Specially
Type of Loan	Pass		Mentioned		Substandard		Doubtful		Total
	(In Thousands)
Mortgage Loans:
Residential	$	54,032	$	-	$	828	$	-	$	54,860
Commercial Real Estate		26,008		176		3,694		-		29,878
Land		3,107		-		176		-		3,283
Second Mortgage Loans		3,926		-		19		-		3,945
Total Mortgage Loans		87,073		176		4,717		-		91,966
Consumer Loans:
Automobile Loans		793		-		14		-		807
Savings Account Loans		1,143		-		-		-		1,143
Mobile Home Loans		138		-		-		-		138
Other Consumer Loans		245		-		-		-		245
Total Consumer Loans		2,319		-		14		-		2,333
Commercial Business Loans		2,473		-		829		-		3,302
Total Gross Loans	$	91,865	$	176	$	5,560	$	-	$	97,601

September 30, 2011
Specially
Type of Loan Pass Mentioned Substandard Doubtful Total
Mortgage Loans:
Residential $ 52,282,560 $ 528,678 $ 671,469 $ 10,075 $ 53,492,782
Commercial Real Estate 26,063,974 173,377 3,446,477 - 29,683,828
Land 2,988,655 - 559,792 - 3,548,447
Second Mortgage Loans 3,811,094 - - - 3,811,094
Total Mortgage Loans 85,146,283 702,055 4,677,738 10,075 90,536,151
Consumer Loans:
Automobile Loans 708,516 - 16,824 - 725,340
Savings Account Loans 1,046,626 - - - 1,046,626
Mobile Home Loans 132,681 - - - 132,681
Other Consumer Loans 198,507 - - - 198,507
Total Consumer Loans 2,208,330 - 16,824 - 2,103,154
Commercial Business Loans 2,766,196 - 286,086 - 3,052,282
Total Gross Loans $ 89,998,809 $ 702,055 $ 4,980,648 $ 10,075 $ 95,691,587

The following table presents weighted average risk grades for the entire portfolio of each of the types of loans listed, and the total amount of such loans that were classified as Risk Grades 6, 7 and 8.

	December 31, 2011			June 30, 2011
	Weighted Average Risk Grade	(In Thousands) Classified Loans		Weighted Average Risk Grade	(In Thousands) Classified Loans
Commercial Real Estate	3.44	$	3,690	3.40	$	3,694
Land	3.50		530	3.19		176
Commercial Business	3.34		109	3.81		829
Total		$	4,329			$4,699

June 30, 2011
Specially
Type of Loan Pass Mentioned Substandard Doubtful Total
Mortgage Loans:
Residential $ 54,031,990 $ - $ 827,975 $ - $ 54,859,965
Commercial Real Estate 26,008,159 175,552 3,693,505 - 29,877,216
Land 3,106,958 - 176,147 - 3,283,105
Second Mortgage Loans 3,925,928 - 18,858 - 3,944,786
Total Mortgage Loans 87,073,035 175,552 4,716,485 - 91,965,072
Consumer Loans:
Automobile Loans 793,128 - 14,154 - 807,282
Savings Account Loans 1,143,361 - - - 1,143,361
Mobile Home Loans 138,488 - - - 138,488
Other Consumer Loans 244,573 - - - 244,573
Total Consumer Loans 2,319,550 - 14,154 - 2,333,704
Commercial Business Loans 2,472,622 - 829,023 - 3,301,645
Total Gross Loans $ 91,865,207 $ 175,552 $ 5,559,662 $ - $ 97,600,421

~~The following table presents weighted average risk grades and classified loans by class of commercial loan. Classified loans include loans in Risk Grades 6, 7 and 8.~~

September 30, 2011 June 30, 2011

Weighted
Average
Risk Grade

Classified
Loans

Weighted
Average
Risk Grade

Classified
Loans

Commercial Real Estate 3.42 $ 3,446,477 3.40 $ 3,693,505
Land 3.50 559,792 3.19 176,147
Commercial Business 3.17 286,086 3.81 829,023
Total $ 4,292,355 $ 4,698,675

Net (charge-offs) recoveries, segregated by class of loans, were as follows:


	(Dollars in thousands)			Six Months Ended
	Three Months Ended			December 31, 2011
	September 30, 2011			(In Thousands)
Mortgage Loans:
Residential	$	(55	)	$	(49	)
Commercial Real Estate		(233	)		(227	)
Land		-			-
Commercial Business Loans		(14	)		(102	)
Consumer Loans		(17	)		(13	)
Total	$	(319	)	$	(391	)

In assessing the general economic conditions in the State of Missouri, management monitors and tracks the State and Counties Unemployment Rates, DJIA, S&P 500, NASDAQ, Fed Funds, Prime Rate, Crude, Gold, LIBOR and Springfield Builder Permits. Management believes these ~~indexes~~indices provide a reliable indication of the direction of overall economy from expansion to recession throughout the United States and in the State of Missouri.

Allowance for Possible Loan Losses. The allowance for possible loan losses is a reserve established through a provision for possible loan losses charged to expense, which represents management's best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. The Company's allowance for possible loan loss methodology includes allowance allocations calculated in accordance with U.S. GAAP calculated in accordance with Accounting Standards Codification (“ASC”) 450 and ASC 310. Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company's process for determining the appropriate level of the allowance for possible loan losses is designed to account for credit deterioration as it occurs. The provision for possible loan losses reflects loan quality trends, including the levels of and trends related to ~~non- accrual~~non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for possible loan losses also reflects the totality of actions taken on all loans for a particular period. In other words, the amount of the provision reflects not only the necessary increases in the allowance for possible loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.

The level of the allowance reflects management's continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management's judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company's control, including, among other things, the performance of the Company's loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.

The Company's allowance for possible loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Company.

The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor's ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated Risk Grade of 6 or higher, the officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for possible loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things.

Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are updated each quarter based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The Company's pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans. ~~During~~Starting in fiscal 2011, each quarterly review has included calculations for “look back periods” of one, two and three years and the Bank used the highest historical loss rate in its allowance calculations.

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the ~~Bank's~~Company's loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a "general allocation matrix" to determine an appropriate general valuation allowance.

Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established, among other things, for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.

Loans identified as losses by management, internal/external loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.

The following table details activity in the allowance for possible loan losses by portfolio segment for the quarter ended ~~September 30,~~December 31, 2011. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

	(In Thousands)
				Commercial
	Mortgage			Business			Consumer
	Loans			Loans			Loans			Total

Balance – June 30, 2011	$	1,702		$	258		$	23		$	1,983
Provision for loan losses		(35	)		104			5			74
Charge-offs		(342	)		(126	)		(20	)		(488	)

Recoveries		66			24			7			97
Net (Charge-offs) / Recoveries		(276	)		(102	)		(13	)		(391	)
Balance – December 31, 2011	$	1,391		$	260		$	15		$	1,666

1716

(Amounts in Thousands)
Commercial
Mortgage Business Consumer
Loans Loans Loans Total
September 30, 2011:
Balance – June 30, 2011 $ 1,702 $ 258 $ 23 $ 1,983
Provision for loan losses 76 (31 ) 21 56
Charge-offs (297 ) (16 ) (20 ) (333 )
Recoveries 9 2 3 14
Net (Charge-offs) / Recoveries (288 ) (14 ) (17 ) (319 )
Balance – September 30, 2011 $ 1,480 $ 213 $ 27 $ 1,720
Period-end amount allocated to:
Loans individually evaluated $ 219 $ 5 $ - $ 224
for impairment
Loans collectively evaluated 1,261 208 27 1,496
for impairment
Balance – September 30, 2011 $ 1,480 $ 213 $ 27 $ 1,720

Period-end amount allocated to:
Loans individually evaluated	$	204	$	5	$	-	$	209
for impairment
Loans collectively evaluated		1,187		255		15		1,457
for impairment
Balance – December 31, 2011	$	1,391	$	260	$	15	$	1,666

The Company's recorded investment in loans as of ~~September 30,~~December 31, 2011 and June 30, 2011 related to each balance in the allowance for possible loan losses by portfolio segment and disaggregated on the basis of the Company's impairment methodology was as follows:

Mortgage
Loans

Commercial
Business
Loans

Consumer
Loans

Total
Loans

September 30, 2011
Loans individually evaluated for impairment $ 4,688 $ 286 $ 17 $ 4,991
Loans collectively evaluated for impairment 85,848 2,766 2,087 90,701
Ending Balance $ 90,536 $ 3,052 $ 2,104 $ 95,692

									(In Thousands)
									Mortgage Loans		Commercial Business Loans		Consumer Loans		Total Loans
December 31, 2011
Loans individually evaluated for impairment									$	4,688	$	109	$	11	$	4,808
Loans collectively evaluated for impairment										86,369		2,639		1,944		90,952
Ending Balance									$	91,057	$	2,748	$	1,955	$	95,760

June 30, 2011
Loans individually evaluated for impairment	$	4,717	$	829	$	14	$	5,560	$	4,717	$	829	$	14	$	5,560
Loans collectively evaluated for impairment		87,248		2,473		2,320		92,041		87,248		2,473		2,320		92,041
Ending Balance	$	91,965	$	3,302	$	2,334	$	97,601	$	91,965	$	3,302	$	2,334	$	97,601

4.	EARNINGS PER SHARE

Basic earnings per share is based on net income or loss divided by the weighted average number of shares outstanding during the period. Diluted earnings per share includes the effect, if any, of the issuance of shares eligible to be issued pursuant to stock option agreements.

The table below presents the numerators and denominators used in the basic earnings (loss) per common share computations for the three and six month periods ended ~~September 30,~~December 31, 2011 and 2010.

	Three Months Ended						Six Months Ended
	December 31,						December 31,
	2011			2010			2011			2010
Basic earnings (loss) per common share:
Numerator:
Net loss	$	(661,500	)	$	(1,473,640	)	$	(950,200	)	$	(1,539,685	)
Denominator:
Weighted average common shares outstanding		1,550,815			1,550,815			1,550,815			1,550,815

Basic earnings (loss) per common share	$	(0.43	)	$	(0.95	)	$	(0.61	)	$	(0.99	)

Diluted earnings (loss) per common share:
Numerator:
Net loss	$	(661,500	)	$	(1,473,640	)	$	(950,200	)	$	(1,539,685	)
Denominator:

Weighted average common shares outstanding		1,550,815			1,550,815			1,550,815			1,550,815

Basic earnings (loss) per common share	$	(0.43	)	$	(0.95	)	$	(0.61	)	$	(0.99	)

1817

Three Months Ended
September 30,
2011 2010
Basic earnings (loss) per common share:
Numerator:
Net loss $ (288,700 ) $ (66,045 )
Denominator:
Weighted average common shares outstanding 1,550,815 1,550,815

Basic earnings (loss) per common share $ (0.19 ) $ (0.04 )

Diluted earnings (loss) per common share:
Numerator:
Net loss $ (288,700 ) $ (66,045 )
Denominator:
Weighted average common shares outstanding 1,550,815 1,550,815

Basic earnings (loss) per common share $ (0.19 ) $ (0.04 )

5. COMMITMENTS

At ~~September 30,~~December 31, 2011 and June 30, 2011, the Company had outstanding commitments to originate loans totaling ~~$913,000~~$476,000 and ~~$1.1 million,~~$356,000, respectively. It is expected that outstanding loan commitments will be funded with existing liquid assets.

6.	STOCK OPTION PLAN

The Company uses historical data to estimate the expected term of the options granted, volatilities, and other factors. Expected volatilities are based on the historical volatility of the Company’s common stock over a period of time. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend rate is equal to the dividend rate in effect on the date of grant. There were no grants made during either the fiscal year ended June 30, 2011 or the ~~three~~six months ended ~~September 30,~~December 31, 2011. The exercise price of options granted under the Company’s incentive plans is equal to the fair market value of the underlying stock at the grant date. The Company assumes no projected forfeiture rates on its stock-based compensation.

A summary of the option activity under the 2004 Stock Option Plan (“Plan”) as of ~~September 30,~~December 31, 2011, and changes during the ~~three~~six months ended ~~September 30,~~December 31, 2011, is presented below:

Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Term		Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Term
					( in months)						(in months)
Outstanding at beginning of period		22,000	$	16.95		64		22,000	$	16.95		64
Granted		-		-				-		-
Exercised		-		-				-		-
Forfeited or expired		-		-				-		-
Outstanding at end of period		22,000	$	16.95		61		22,000	$	16.95		58
Exercisable at end of period		20,000	$	16.94				20,000	$	16.94

A summary of the Company’s non-vested shares as of ~~September 30,~~December 31, 2011, and changes during the ~~quarter~~six months ended ~~September 30,~~December 31, 2011, is presented below:

Non-vested Options	Options		Weighted- Average Grant Date Fair Value

Outstanding at beginning of period		2,000	$	5.95
Granted		-		-
Exercised		-		-
Vested		-		-
Forfeited or expired		-		-
Outstanding at end of period		2,000	$	5.95

As of ~~September 30,~~December 31, 2011, there was approximately ~~$750~~$375 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of approximately ~~three~~one and one-half months.

7.	FAIR VALUE MEASUREMENTS

The fair value is defined as the price 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. The price

in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are: (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact. Valuation techniques require the use of inputs that are consistent with the market approach, the income approach and/or the cost approach.

The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value hierarchy for valuation inputs 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 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, credit risks, etc.) 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, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, the Company's creditworthiness, among other things, as well as unobservable parameters.

Any such valuation adjustments are applied consistently over time. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company's valuation methodologies 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 at the reporting date.

Securities Available for Sale: Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity of less transparency around the input to the valuation, securities are classified within Level 3 of the valuation hierarchy.

Impaired loans: The Company does not record loans at fair value on a recurring basis. From time to time, a loan is considered impaired and an allowance for loan losses is established. Once a loan has been identified as impaired, management measures impairment based upon the value of the underlying collateral. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable. Loan impairment is measured based upon the present value of expected future cash flows discounts at the loan’s effective interest rate, expect where more practical, at the observable market price of the loan based upon appraisals by qualified licensed appraisers hired by the Company, and are, generally, considered Level 2 measurements. In some cases, adjustments are made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments are based on unobservable inputs, the resulting fair market measurement is categorized as a level 3 measurement.

Real estate owned: Other real estate owned is carried at the estimated fair value of the property, less disposal costs. The fair value of the property is determined based upon appraisals. As with impaired loans, if significant adjustments are made to the appraised value, based upon unobservable inputs, the resulting fair value measurement is categorized as a level 3 measurement.

There have been no changes in valuation techniques used for any assets or liabilities measured at fair value during either the ~~quarter~~six months ended ~~September 30,~~December 31, 2011 or the year ended June 30, 2011.

The following tables summarize financial assets measured at fair value on a recurring basis as of ~~September 30,~~December 31, 2011 and June 30, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

September 30, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
December 31, 2011									Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(dollars in thousands)								(In Thousands)
Securities available-for-sale:
U. S. Agency Securities	$	-	$	12,083	$	-	$	12,083	$	-	$	15,275	$	-	$	15,275
Residential mortgage-
backed Securities		-		47,234		-		47,234		-		49,501		-		49,501
Municipal Securities		-		110		-		110
Other		-		244		-		244		-		234		-		234
Total	$	-	$	59,671	$	-	$	59,671	$	-	$	65,010	$	-	$	65,010

June 30, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(dollars in thousands)								(In Thousands)
Securities available-for-sale:
U. S. Agency Securities	$	-	$	22,790	$	-	$	22,790	$	-	$	22,790	$	-	$	22,790
Residential mortgage-
backed Securities		-		30,936		-		30,936		-		30,936		-		30,936
Municipal Securities		-		110		-		110		-		110		-		110
Other		-		244		-		244		-		244		-		244
Total	$	-	$	55,058	$	-	$	55,058	$	-	$	55,058	$	-	$	55,058

Certain financial assets and financial liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

The following tables summarize financial assets measured at fair value on a non-recurring basis as of ~~September 30,~~December 31, 2011 and June 30, 2011, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

September 30, 2011	Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
December 31, 2011										Level 1 Inputs		Level 2 Inputs		Level 3 Inputs		Total Fair Value
	(dollars in thousands)									(In Thousands)

Impaired Loans	$	-	$	-	$	5,466	$	5,466
Impaired loans									$	-	$	-	$	5,315	$	5,315
Real estate owned		-		-		4,845		4,845						3,796		3,796
Repossessed assets										-		-		2		2
Total	$	-	$	-	$	10,322	$	10,322	$	-	$	-	$	9,113	$	9,113

June 30, 2011

Level 1
Inputs

Level 2
Inputs

Level 3
Inputs

Total
Fair Value

(dollars in thousands)
Impaired Loans $ - $ - $ 5,377 $ 5,377
Real estate owned - - 5,503 5,503
Total $ - $ - $ 10,880 $ 10,880

2220


June 30, 2011	Level 1		Level 2		Level 3		Total
	Inputs		Inputs		Inputs		Fair Value
	(In Thousands)
Impaired loans		$ -		$ -		$ 5,377	$ 5,377
Real estate owned		-		-		5,503	5,503
Total		$ -		$ -		$10,880	$10,880

8.	DEFERRED INCOME TAXES

During the ~~quarter~~six months ended ~~September 30,~~December 31, 2011 and the year ended June 30, 2011, the Company recorded valuation allowances of ~~$56,000~~$3.4 million and $3.1 million, respectively. As of ~~September 30,~~December 31, 2011, management has provided a full valuation allowance for net deferred tax assets resulting from the Company’s cumulative net losses for the last six years. Most of these losses have occurred during the three fiscal years ended June 30, 2011. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income.

At ~~September 30,~~December 31, 2011, the Company had net operating loss carry forwards of approximately ~~$4.4~~$5.4 million which are available to offset future taxable income with $1.0 million available through 2029, $1.6 million available through 2030, $1.3 million available through 2031 and ~~$476,000~~$1.5 million available through 2032.

9.	RECLASSIFICATIONS

Certain amounts in the prior period financial statements have been reclassified, with no effect on net income or loss or stockholders’ equity, to be consistent with the current period classification.

2321

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

General

First Bancshares, Inc. (the “Company”) is a unitary savings and loan holding company whose primary assets are First Home Savings Bank (the “Bank”) and SCMG, Inc. The Company was incorporated on September 30, 1993, for the purpose of acquiring all of the capital stock of First Home Savings Bank in connection with the Bank's conversion from a state-charted mutual to a state-chartered stock form of ownership. The transaction was completed on December 22, 1993.

On ~~September 30,~~December 31, 2011, the Company had total assets of ~~$204.1~~$198.3 million, net loans receivable of ~~$94.2~~$94.3 million, total deposits of ~~$176.7~~$172.0 million and stockholders’ equity of ~~$17.7~~$17.1 million. The Company’s common shares trade on The Nasdaq Global Market of The NASDAQ Stock Market LLC under the symbol “FBSI.”

The following discussion focuses on the consolidated financial condition of the Company and its subsidiaries, at ~~September 30,~~December 31, 2011, compared to June 30, 2011, and the consolidated results of operations for the three-month ~~period~~and six-month periods ended ~~September 30,~~December 31, 2011, compared to the three-month ~~period~~and six-month periods ended ~~September 30,~~December 31, 2010. This discussion should be read in conjunction with the Company's consolidated financial statements, and notes thereto, for the year ended June 30, 2011.

Recent Developments and Corporate Overview

Economic Conditions

The economic decline which began in 2008 and has continued to varying degrees throughout 2011. The downturn has created significant challenges for financial institutions such as First Home Savings Bank. Dramatic declines in the housing market, marked by falling home prices and increasing levels of mortgage foreclosures, have resulted in significant write-downs of asset values by many financial institutions, including government-sponsored entities and major commercial and investment banks. In addition, many lenders and institutional investors have reduced, and in some cases ceased to provide, funding to borrowers, including other financial institutions, as a result of concern about the stability of the financial markets and the strength of counterparties. While the economy has recently shown some small signs of improvement, no upward trend seems to have been established.

New Federal Legislation

Last year Congress enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) which is significantly changing the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. On July 21, 2011, the Dodd-Frank Act eliminated the Office of Thrift Supervision (“OTS”), which had been the primary federal regulator for both the Bank and the Company. Effective with elimination of the OTS, the FDIC became the Bank’s primary federal banking regulator and the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) became the Company’s primary federal regulator, each assuming the powers and responsibilities of the Bank’s and Company’s former primary banking regulator, the OTS. As a result of the Company being regulated by the Federal Reserve Board, the Company will eventually be required to comply with the Federal Reserve Board’s regulations that are applicable to bank holding companies, including bank holding company capital requirements. These capital requirements are substantially similar to the capital requirements currently applicable to the Bank. The Dodd-Frank Act also requires the Federal Reserve Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. Bank holding companies with assets of less than $500 million are exempt from these capital requirements. The ~~legislation~~Dodd-Frank Act requires new capital regulations to be adopted in final form 18 months after the date of enactment of the Dodd-Frank Act (July 21, 2010). Many of the Dodd-Frank Act’s implementing rules and regulations, however, have been delayed and proposed capital regulations were issued by the Federal Reserve in December 2011, which are subject to a comment period ending in March 2012.

In addition to new capital requirements, the Dodd-Frank Act also ~~establishes a floor for capital of insured depository institutions~~implements far-reaching changes across the financial regulatory landscape, including provisions that, ~~cannot be lower than the standards~~among other things, has or will:

2422

Centralized responsibility for consumer financial protection by creating a new agency within the Federal Reserve Board, the Bureau of Consumer Financial Protection, with broad rulemaking, supervision and enforcement authority for a wide range of consumer protection laws that would apply to all banks and thrifts. Smaller financial institutions, including the Bank, will be subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws.

in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

·	Provide for new disclosure and other requirements relating to executive compensation and corporate governance.

·	Made permanent the $250,000 limit for federal deposit insurance and provide unlimited federal deposit insurance until January 1, 2013 for non interest-bearing demand transaction accounts at all insured depository institutions.

The Dodd-Frank Act also created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as the Bank, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators, which in the Bank’s case, is the FDIC.

·	Effective July 21, 2011, repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.

·	Required all depository institution holding companies to serve as a source of financial strength to their depository institution subsidiaries in the event such subsidiaries suffer from financial distress.

~~The legislation also broadens the base for FDIC insurance assessments. Assessments are now be based on the average consolidated total assets less tangible equity capital~~Many aspects of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013. Additionally, regulatory changes in overdraft and interchange fee restrictions may reduce our noninterest income. Lastly, the Dodd-Frank Act are subject to rulemaking and will take effect over several years, making it difficult to anticipate the overall financial impact on the Company and the financial services industry more generally. The elimination of the prohibition on the payment of interest on demand deposits could materially increase ~~stockholder influence over boards~~our interest expense, depending on our competitors’ responses. Provisions in the legislation that require revisions to the capital requirements of ~~directors by requiring companies~~the Company and the Bank could require the Company and the Bank to ~~give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizing~~seek additional sources of capital in the Securities and Exchange Commission (“SEC”) to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.future.

Regulatory Orders

On August 17, 2009, the Company and the Bank each entered into a Stipulation and Consent to the Issuance of Order to Cease and Desist from the OTS. In connection with the elimination of the OTS, the Orders to Cease and Desist have been enforced by the Federal Reserve Board and the FDIC as the primary federal regulators of the Company and the Bank, respectively.

Effective October 25, 2011, the Order to Cease and Desist the Bank entered into with the OTS was terminated. Subsequently, on November 3, 2011, the Bank entered into an informal agreement (“Agreement”) with the Director of the Division of Finance of the State of Missouri (“Division”) and the FDIC (collectively referred to as the “Regulatory Authorities”) as a result of the Bank’s July 18, 2011 Report of Examination (“Report”). Under the terms of the informal Agreement, which is significantly less onerous than the Order to Cease and Desist, the Bank has agreed to:

·	immediately reduce to zero the total amount of assets classified as "Loss" in the Report and in all future examination reports (this requirement has already been completed);

submit to the Regulatory Authorities by December 15, 2011, a written plan to reduce the remaining assets classified in the Report, and to subsequently submit to the Regulatory Authorities a plan to reduce assets classified or listed for Special Mention in any future examination or visitation report;

maintain Tier 1 Capital, exclusive of loan loss reserves, at no less than 7.0 percent of total assets (which the Bank exceeded with Tier 1 Capital of ~~8.0~~7.79 percent of total assets at ~~October~~December 31, 2011), and to not (i) declare or pay any dividends, (ii) pay any management fees or bonuses, and (iii) increase any executive's salary or other compensation while the Tier 1 Capital to asset ratio is below 7.0 percent or which would reduce such ratio below 7.0 percent;

·	maintain the allowance for loan and lease losses at a reasonable and adequate level, consistent with regulatory guidance;

·	correct the loan documentation exceptions noted in the Report and discontinue certain lending practices without proper documentation;

·	submit to the Regulatory Authorities by December 15, 2011, a written plan for calendar years 2012, 2013 and 2014, which includes a three-year budget projection;

·	review and revise the Bank’s funds management policy by December 15, 2011 to include specific recommendations noted in the Report;

·	take immediate action to correct the violations of law and contraventions to interagency policy statements noted in the Report, including implementing procedures designed to prevent future violations of law and ~~contraventions;~~contraventions (this requirement has already been completed); and

·	~~Advise~~advise the Regulatory Authorities by December 15, 2011, and every 90 days thereafter, in a written report of the Bank’s actions taken to comply with the Agreement, which report shall include certain specific items regarding the status of the Bank’s classified assets.

All customer deposits remain insured to the fullest extent permitted by the FDIC since the Bank entered into the Agreement. The Bank has continued to serve its customers in all areas including making loans, establishing lines of credit, accepting deposits and processing banking transactions.

The provisions of the informal Agreement remain in effect until lifted by the Regulatory Authorities.

Under the terms of the Company’s Order to Cease and Desist (“Order”), the Company, without the prior written approval of the Federal Reserve Board, may not:

·	Pay dividends;

·	Repurchase shares of the Company’s outstanding common stock; and

·	Issue any debt securities or incur any debt (other than that incurred in the normal course of business).

Other material provisions of the Order require the Company to:

·	develop an acceptable business plan for enhancing, measuring and maintaining profitability, increasing earnings, improving liquidity, maintaining capital levels;

·	ensure the Bank’s compliance with applicable laws, rules, regulations and agency guidelines;

·	not appoint any new director or senior executive officer or change the responsibilities of any current senior executive officers without notifying the Federal Reserve Board;

·	not enter into, renew, extend or revise any compensation or benefit agreements for directors or senior executive officers;

·	not make any indemnification, severance or golden parachute payments;

·	prepare and submit progress reports to the Federal Reserve Board.

The Order will remain in effect until modified or terminated by the Federal Reserve Board.

We believe that the Bank and the Company are currently in substantial compliance with all of the requirements of the Agreement and the Order through their normal business operations.

For additional information regarding the terms of the Agreement and the Order, please see our Current Reports on Form 8-K filed with the SEC on November 8, 2011 and August 18, 2009, respectively. Further, we may be subject to more severe future regulatory enforcement actions, including but not limited to civil money penalties, if we do not comply with the terms of the Agreement and the Order.

Review of Loan Portfolio

Since November 2008, in light of a continually worsening economy, the ~~Bank~~Company has conducted ongoing, in depth reviews and analyses of the loans in its portfolio, primarily focusing on its commercial real estate, multi-family, development and commercial business loans. During the fiscal years ended June 30, 2009, June 30, 2010 and June 30, 2011, based primarily on this ongoing loan review, and in light of the economic conditions, the Company recorded provisions for loan losses of $5.3 million, $852,000 and $1.2 million, respectively. During the ~~quarter~~six month period ended ~~September 30,~~December 31, 2011, ~~The~~the Company recorded an additional provision for loan losses of ~~$56,000.~~$74,000.

Beginning with the quarter ended September 30, 2009, and through the quarter ended September 30, 2011, the Company ~~has~~ engaged the services of a consultant with an extensive background in commercial real estate, multi-family, development and commercial business lending. The purpose of hiring the consultant was to assist the Company and the Bank in meeting reporting deadlines established in the Orders and to validate the methodology used internally to review, evaluate and analyze loans. ~~This~~The consultant performed an extensive review of the Company’s credits of $250,000 or larger during the quarter ended September 30, 2009 and performed follow up reviews each quarter through the quarter ended September 30, 2011 ~~in order~~ to assist management’s resolution of problem loans. The next scheduled review will be conducted in June 2012, as the Bank has switched to one annual review instead of four quarterly reviews.

Litigation

On January 21, 2011 a jury verdict was entered against the Company and the Bank in the Circuit Court of Ozark County, Missouri, following a jury trial in a claim made by a former employee of the Bank relating to her termination from the Bank in 2007. The former employee claimed that the Bank wrongfully terminated her as a result of her reporting to superiors and Board members what she believed to be illegal activities of two former presidents of the Bank. This alleged cause of action in Missouri is commonly known as a whistleblower lawsuit. Protection for whistleblowers has been carved out as a protected class of employees who, as with certain other classes, such as gender, age, and race for example, cannot be terminated as a result of reporting alleged illegal activities. The jury verdict was against the Bank for $182,000 in compensatory damages (lost wages) and for punitive damages in the amount of $235,000, or a total of $417,000. The Bank believes that the verdict relating to the alleged reporting by the former employee of illegal activities is contrary to the facts and the law, and the Bank filed post-trial motions including a motion for a new trial and other relief. The post-trial motions were denied by the court, and the Bank ~~has~~ filed a notice of appeal. The ~~Bank~~appeal was filed ~~its appeal~~ in September 2011, and the ~~plaintiff has requested an extension to answer~~matter was argued on January 11, 2012 in front of the ~~filing.~~Southern District Court of Appeals for the State of Missouri. The Bank is currently awaiting the decision of the court. During the quarter ended December 31, 2010, the Bank recorded a liability in the amount of $300,000 in connection with this litigation in anticipation of the final amount it will owe the plaintiff. The $300,000 remains on the books at December 31, 2011, pending the final settlement of the judgment. .

In September 2006, the then Chief Financial Officer (“CFO”) of both the Bank and the Company was terminated. Subsequent to her termination, the former CFO filed a lawsuit against the Company and the Bank. The alleged cause of action is a whistleblower lawsuit. The former CFO claimed she was terminated for repeatedly reporting violations of law by two former chief executive officers of the Company and the Bank, and others during her tenure with the organization, and for refusing to sign certifications for the Company’s securities filing with the SEC subsequent to September 15, 2006. The case was successfully mediated in September 2011. The terms of the settlement are confidential, and substantially all of the settlement amount will be paid by the insurance carrier of the Company and the Bank. Both the Company and the ~~Savings~~ Bank deny all claims and assertions made by the former CFO.

Financial Condition

As of ~~September 30,~~December 31, 2011, First Bancshares, Inc. had assets of ~~$204.1~~$198.3 million, compared to $209.3 million at June 30, 2011. The decrease in total assets of ~~$5.3~~$11.0 million, or ~~2.5%~~5.3%, was the result of a

decrease of ~~$11.0~~$12.4 million, or ~~60.4%~~68.2%, in securities held to maturity, a decease of $6.1 million, or 24.7%, in cash and cash equivalents, a decrease of ~~$1.7~~$2.8 million, or ~~1.7%~~91.5%, in certificates of deposit purchased, a decrease of $1.5 million, or 1.6%, in loans receivable and a decrease of ~~$536,000,~~$1.6 million, or ~~10.9%~~31.7%, in real estate owned. These decreases were partially offset by an increase of ~~$5.6~~$10.9 million, or ~~10.3%~~20.2%, in securities available-for-sale and the purchase of $3.0 million in Bank Owned Life Insurance (“BOLI”). Deposits decreased ~~$4.0~~$8.7 million, or 4.8%, and retail repurchase agreements decreased by ~~$1.2 million.~~$1.3 million, or 19.9%. The decrease in deposits related primarily to the reduction of account balances of one large commercial customer. The decrease in certificates of deposits purchased was due to management's decision to allow these investments to roll off at maturity rather than reinvest at the current low rates. The decrease in securities held to maturity was due to calls on these securities.

Loans receivable net, totaled ~~$94.2~~$94.3 million at ~~September 30,~~December 31, 2011, a decrease of ~~$1.7~~$1.5 million, or ~~1.7%~~1.6%, from $95.8 million at June 30, 2011. The decrease in loans is, in part, the result of decreased originations because of the current uncertainty in the local and national economies. These problems have affected many sectors of the economy and have created concerns for individuals and businesses. Housing sales, both new and existing, consumer confidence and other indicators of economic health in our market area have decreased over the last ~~year to two~~several years. Additionally, net loans totaling ~~$242,000~~$346,000 were transferred to real estate owned during the ~~quarter~~six months ended ~~September 30,~~December 31, 2011.

The Company’s deposits decreased by ~~$4.0~~$8.7 million, or ~~2.2%~~4.8%, from $180.7 million as of June 30, 2011 to ~~$176.7~~$172.0 million as of ~~September 30,~~December 31, 2011. The decrease was primarily the result of a reduction in account balances of one commercial customer. The particular customer has occasional large deposits which reduce over varying periods of time. The balance of the Company’s retail repurchase agreements decreased by ~~$1.2~~$1.3 million, or ~~18.7%~~19.9%, from $6.4 million at June 30, 2011 to ~~$5.2~~$5.1 million at ~~September 30,~~December 31, 2011.

As of ~~September 30,~~December 31, 2011 the Company’s stockholders’ equity totaled ~~$17.7~~$17.1 million, compared to $18.1 million as of June 30, 2011. The ~~$324,000~~$957,000 decrease was attributable to the net loss of ~~$289,000~~$950,000 during the ~~first quarter of fiscal 2012,~~six months ended December 31, 2011, and by a negative change in the mark-to-market adjustment, net of taxes, of ~~$36,000~~ $8,000

on the Company’s available-for-sale securities portfolio. In addition, there was a ~~$370~~$749 increase resulting from the accounting treatment of stock based compensation. There were no dividends paid by the Company during the ~~quarter~~six months ended ~~September 30,~~December 31, 2011.

Non-performing Assets and Allowance for Loan Losses

Generally, when a loan becomes delinquent 90 days or more, or when the collection of principal or interest becomes doubtful, the Company will place the loan on non-accrual status and, as a result of this action, previously accrued interest income on the loan is reversed against current income. The loan will remain on non-accrual status until the loan has been brought current or until other circumstances occur that provide adequate assurance of full repayment of interest and principal.

Non-performing assets decreased $2.3 million from $10.5 million or 5.0% of total assets, at June 30, 2011 to ~~$9.4~~$8.2 million, or ~~4.6%~~4.1% of total assets at ~~September 30,~~December 31, 2011. The Company’s non-performing assets consist of non-accrual loans, past due loans over 90 days, impaired loans not past due or past due less than 90 days, real estate owned and other repossessed assets. The decrease in non-performing assets consisted of a decrease of ~~$342,000~~$741,000 in non-accrual loans, a decrease of ~~$227,000~~$11,000 in impaired loans not past due and a decrease of ~~$537,000~~$1.6 million in real estate owned. ~~There were no repossessed~~Repossessed assets ~~on the Company’s books~~increased to $2,000 at ~~either~~December 31, 2011 from none at June ~~30, 2011 or September~~ 30, 2011. The decrease in non-accrual loans consisted of decreases of ~~$141,000~~$169,000 in non-accrual commercial real estate loans, ~~$198,000~~$402,000 in non-accrual residential mortgages and ~~$3,000~~$170,000 in non-accrual commercial business loans. There were no loans 90 days past due and still accruing at either ~~June 30,~~December 31, 2011 or ~~September~~June 30, 2011. The decrease in non-performing assets since June 30, ~~2010~~2011 is the result of several factors. ~~Starting in November 2008,~~For the past three years, the Company ~~undertook an~~has done extensive ~~review~~reviews of the loan portfolio through which significant strides ~~were~~have been made in identifying, analyzing and providing reserves on problem loans. ~~Since May 2008~~During the same time period, the Company has required that all loan originations, renewals and modifications be approved by the Directors’ Loan Committee. Efforts to resolve problem loans by intensifying the Company’s efforts in working with borrowers has yielded some success in resolving problem loans, and where such efforts failed, foreclosures and repossessions have taken place. As discussed below, management

believes the allowance for loan losses as of ~~September 30,~~December 31, 2011, was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date.

The following table sets forth information with respect to the Company's non-performing assets at the dates indicated.

	September 30,			June 30,															December 31,		June 30,
	2011			2011			2010			2009			2008			2007			2011		2011		2010		2009		2008		2007
	(Dollars in thousands)																		(In Thousands)
Loans accounted for on a non-accrual
basis:
Loans accounted for on a non-accrual basis:
Real estate:
Residential	$	254		$	452		$	258		$	593		$	94		$	245		$	50	$	452	$	258	$	593	$	94	$	245
Commercial and land		489			630			3,587			1,714			1,882			2,171			461		630		3,587		1,714		1,882		2,171
Commercial business		248			251			82			717			316			467			81		251		82		717		316		467
Consumer		6			6			-			-			21			6			6		6		-		-		21		6
Total	$	997		$	1,339		$	3,927		$	3,024		$	2,313		$	2,889		$	598	$	1,339	$	3,927	$	3,024	$	2,313	$	2,889

Accruing loans which are contractually past due 90 days or more:
Real estate:
Residential	$	-		$	-		$	-		$	-		$	296		$	278		$	-	$	-	$	-	$	-	$	296	$	278
Commercial and land		-			-			-			122			64			81			-		-		-		122		64		81
Commercial business		-			-			-			166			-			-			-		-		-		166		-		-
Consumer		-			-			-			-			-			-			-		-		-		-		-		-
Total	$	-		$	-		$	-		$	288		$	360		$	359		$	-	$	-	$	-	$	288	$	360	$	359

Total of non-accrual and
90 days past due loans	$	997		$	1,339		$	3,927		$	3,312		$	2,673		$	3,248		$	598	$	1,339	$	3,927	$	3,312	$	2,673	$	3,248

Real estate owned		4,377			4,914			3,885			1,549			1,206			291			3,355		4,914		3,885		1,549		1,206		291
Repossessed assets		-			-			61			158			-			2			2		-		61		158		-		2
Other non-performing assets:
Impaired loans not past due		3,994			4,221			5,228			7,013			-			-			4,210		4,221		5,228		7,013		-		-
Slow home loans (60 to 90 days
past due)		-			-			-			-			-			-
Slow home loans (60 to 90
days past due)																				-		-		-		-		-		-
Total non-performing assets	$	9,368		$	10,474		$	13,101		$	12,032		$	3,879		$	3,541		$	8,165	$	10,474	$	13,101	$	12,032	$	3,879	$	3,541

Total loans delinquent 90 days
or more to net loans		0.00	%		0.00	%		0.00	%		0.22	%		0.22	%		0.23	%

Total loans delinquent 90 days
or more to total consolidated assets		0.00	%		0.00	%		0.00	%		0.13	%		0.14	%		0.15	%

Total non-performing assets
to total consolidated assets		4.59	%		5.00	%		6.19	%		5.23	%		1.56	%		1.47	%


Total loans delinquent 90 days
or more to net loans	-	%	-	%	-	%	0.22	%	0.22	%	0.23	%

Total loans delinquent 90 days
or more to total consolidated assets	-	%	-	%	-	%	0.13	%	0.14	%	0.15	%

Total non-performing assets
to total consolidated assets	4.12	%	5.00	%	6.19	%	5.23	%	1.56	%	1.47	%

Real estate owned and other repossessed assets include real estate and other assets acquired in the settlement of loans, which is recorded at the estimated fair value less the estimated costs to sell the asset. Any write down at the time of foreclosure is charged against the allowance for loan losses. Subsequently, net expenses related to holding the property and declines in the market value are charged against income. At ~~September 30,~~December 31, 2011, real estate owned consisted of ~~eighteen~~14 properties ~~(six~~(four single family residences, ~~eight~~seven commercial properties and three parcels of vacant land) with a net book value of ~~$4.4~~$3.3 million. At June 30, 2011, real estate owned consisted of ~~twenty-three~~24 properties ~~(twelve~~(12 single family residences, ~~eight~~nine commercial properties and three parcels of vacant land) with a net book value of $4.9 million. At June 30, 2011, there was no repossessed collateral on the books of either the Bank or the Company. During the ~~three~~six months ended ~~September 30,~~December 31, 2011, ~~eight~~13 properties were sold resulting in a net loss of ~~$47,000,~~$36,000, and ~~two~~three properties totaling ~~$242,000~~$342,000 were foreclosed on and added to real estate owned. In addition, one vehicle was repossessed and transferred to other repossessed assets.

Classified assets. Federal regulations provide for the classification of loans and other assets as "substandard", "doubtful" or "loss", based on the level of weakness determined to be inherent in the collection of the principal and interest. When loans are classified as either substandard or doubtful, the Company may establish general allowances for loan losses in an amount deemed prudent by management. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem loans. When assets are classified as loss, the Company is required either to establish a specific allowance for loan losses equal to 100% of that portion of the loan so classified, or to charge-off such amount. The Company's determination as to the classification of its loans and the amount of its allowances for loan losses are subject to review by its regulatory authorities, which may require the establishment of additional general or specific allowances for loan losses.

On the basis of management's review of its loans and other assets, at ~~September 30,~~December 31, 2011, the Company had classified ~~$9.4~~$8.3 million of its assets as substandard, ~~$10,000~~$9,000 as doubtful and none as loss. This compares to classifications at June 30, 2011 of $10.5 million as substandard, none as doubtful and none as loss. We believe the decrease in substandard classified ~~loans~~assets to ~~$9.4~~$8.3 million at ~~September 30,~~December 31, 2011 from $10.5 million at June 30, 2011 is an indication that the on-going, in-depth review and analysis of the ~~Bank’s~~Company’s loan portfolio is helping the Company make progress in identifying and resolving problem loan issues. In addition, during the ~~quarter~~six months ended ~~September 30,~~December 31, 2011, an increase in the sale of properties resulted in a reduction in real estate owned.

Classified assets at ~~September 30,~~December 31, 2011 and June 30, 2011 included real estate owned of ~~$4.4~~$3.4 million and ~~$4.7~~$4.9 million, respectively. There ~~were no~~was $2,000 in repossessed assets on the books at ~~either date.~~December 31, 2011.

In addition to the classified loans, the Company has identified an additional ~~$702,000~~$698,000 of credits at ~~September 30,~~December 31, 2011 as specially mentioned compared to $176,000 at June 30, 2011. The review and analysis of these loans identified them as credits possessing some element or elements of increased risk. Any deterioration in their financial condition could increase the classified loan totals. The increase in the internal watch list is primarily the result of the current state of the economy which had a negative impact on cash flows for both individuals and businesses. This, along with stricter internal policies, which have been in place during the last two years, relating to the identification and monitoring of problem loans, has resulted in an increase in the number and the total dollar amount of loans identified as problem loans.

Allowance for loan losses. The Company establishes its provision for loan losses, and evaluates the adequacy of its allowance for loan losses based upon a systematic methodology consisting of a number of factors including, among others, historic loss experience, the overall level of classified assets and non-performing loans, the composition of its loan portfolio and the general economic environment within which the Bank and its borrowers operate.

At ~~September 30,~~December 31, 2011, the Company has established an allowance for loan losses of $1.7 million compared to $2.0 million at June 30, 2011. The decrease in the allowance for loan losses was due to loans totaling ~~$333,000~~$391,000 having been charged off during the ~~quarter~~six months ended ~~September 30,~~December 31, 2011. The allowance represents

approximately ~~34.5%~~34.7% and 35.7% of the total non-performing loans (including impaired loans not past due) at ~~September 30,~~December 31, 2011 and June 30, 2011, respectively. The allowance for loan losses reflects management’s best estimate of probable losses inherent in the portfolio based on currently available information. The Company believes that the allowance for loan losses as of ~~September 30,~~December 31, 2011 was adequate to absorb the known and inherent risks of loss in the loan portfolio at that date. While the Company believes the estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not

adversely impact the Company’s financial condition and results of operations. Future additions to the allowance may become necessary based upon changing economic conditions, increased loan balances or changes in the underlying collateral of the loan portfolio. In addition, the determination of the amount of the Company’s allowance for loan losses is subject to review by bank regulators as part of the examination process, which may result in the establishment of additional reserves based upon their judgment of information available to them at the time of their examination.

Critical Accounting Policies

The Company uses estimates and assumptions in its consolidated financial statements in accordance with generally accepted accounting principles. Material or critical estimates that are susceptible to significant change include the determination of the allowance for loan losses and the associated provision for loan losses, the estimation of fair value for a number of the Company’s assets, and valuing deferred tax assets.

Allowance for Loan Losses. Management believes that the accounting estimate related to the allowance for loan losses is a critical accounting estimate because it is highly susceptible to change from period to period. This may require management to make assumptions about losses on loans; and the impact of a sudden large loss could require increased provisions, which would negatively affect earnings.

Management recognizes that loan losses may occur over the life of a loan and that the allowance for loan losses must be maintained at a level necessary to absorb specific losses on impaired loans and probable losses inherent in the loan portfolio. Management of the Bank assesses the allowance for loan losses on a monthly basis, through the analysis of several different factors including delinquency, charge-off rates and the changing risk profile of the Bank’s loan portfolio, as well as local economic conditions such as unemployment rates, bankruptcies and vacancy rates of business and residential properties. The allowance is increased by the provision for loan losses, which is charged against current period operating results and decreased by the amount of actual loan charge-offs, net of recoveries.

The allowance for loan losses is evaluated on a regular basis by management and is based on management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

~~The allowances established for probable losses on specific loans are based on a regular analysis and evaluation~~For additional information, see Note 3 of ~~problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor's ability~~Notes to ~~repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry~~Consolidated Financial Statements included in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated Risk Grade of 6 or higher, the officer analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for possible loan losses to the loan. Specific valuation allowances are determined by analyzing the

~~borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things.~~

Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool. The historical loss ratios are updated each quarter based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The Company's pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans. During fiscal 2011, each quarterly review included calculations for “look back periods” of one, two and three years and the Bank used the highest historical loss rate in its allowance calculations.

General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the Bank's loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a "general allocation matrix" to determine an appropriate general valuation allowance.

As mentioned above, one of the factors taken into consideration in the analysis is charge-off rates which are calculated by loan type. Early in fiscal 2010, the ~~Bank~~Company shortened the historical time period (“look-back period”) reviewed to calculate these rates from five years to three years. During fiscal 2011 and the first ~~quarter~~six months of fiscal 2012, each quarterly review has included calculations for “look back periods” of one, two and three years, and, the ~~Bank~~Company has used the highest historical loss rate in its allowance calculations.

Estimation of Fair Value. The estimation of fair value is significant to a number of the Company’s assets, including securities and real estate owned.

3228

Declines in the fair value of equity securities below their amortized cost basis that are deemed to be other-than-temporary impairment losses are reflected as realized losses. To determine if an other-than-temporary impairment exists on an equity security, the Company considers (a) the length of time and the extent to which the fair value has been less than cost, (b) the financial condition and near-term prospects of the issuer and (c) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for an anticipated recovery in fair value. To determine if an other-than-temporary-impairment exists on a debt security, the Company first determines if (a) it intends to sell the security or (b) it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of the conditions is met, the Company will recognize an other-than-temporary-impairment in earnings equal to the difference between the fair value of the security and its adjusted cost basis. In estimating other-than-temporary impairment losses on debt securities, management considers a number of factors, including, but not limited to: (1) the length of time and extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the current market conditions and (4) the intent of the Company to not sell the security or whether it is more-likely-than-not that the Company will be required to sell the security before its anticipated recovery. If neither of the conditions is met, the Company determines (a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to all other factors. The difference between the present values of the cash flows expected to be collected and the amortized cost basis is the credit loss. The amount of the credit loss is included in the consolidated statements of income as an other-than-temporary-impairment on securities and is an adjustment to the cost basis of the security. The portion of the total impairment that is related to all other factors is included in other comprehensive income (loss).

Real estate owned is recorded at fair value less the estimated costs to sell the asset. Any write down at the time of foreclosure is charged against the allowance for loan losses. Subsequently, net expenses related to holding the property and declines in the market value are charged against income.

Deferred Tax Assets. The Company accounts for income taxes according to the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates applicable to taxable income for the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets are evaluated for recoverability using a consistent approach which considers the relative impact of negative and positive evidence, including historical profitability and projections of future taxable income. The Company is required to establish a valuation allowance for deferred tax assets and record a charge to income if it is determined, based on available evidence at the time the determination is made, that it is more likely than not that some portion or all of the deferred tax assets will not be realized. In evaluating the need for a valuation allowance, the Company estimates future taxable income based on business and tax planning strategies. This process involves significant management judgment about assumptions that are subject to change from period to period based on changes in tax laws or variances between our projected operating performance, actual results and other factors.

The Company is in a cumulative book taxable loss position. For purposes of establishing a deferred tax valuation allowance, this cumulative book taxable loss position is considered significant, objective evidence that some portion of the deferred tax asset might not be realized in the foreseeable future.

Net losses in the past three fiscal years have resulted in a cumulative loss of almost $8.6 million. At the end of fiscal 2010, the Company provided a reserve against its net deferred tax asset. Please see the discussion below regarding deferred tax assets. The Company concluded that it is more likely than not, that there would not be sufficient future taxable income to realize the deferred tax asset in the foreseeable future.

Results of Operations for the Three Months Ended ~~September 30,~~December 31, 2011 Compared to the Three Months Ended ~~September 30,~~December 31, 2010

General. For the three months ended ~~September 30,~~December 31, 2011, the Company reported a net loss of ~~$289,000,~~$662,000, or ~~$(0.19)~~$(0.43) per diluted share, compared to a net loss ~~$66,000,~~$1.5 million, or ~~$(0.04)~~$(0.95) per diluted share, for the same period in 2010. The ~~increase~~decrease in net loss for the 2011 period was primarily attributable to a ~~$1.4 million~~$617,000 decrease in non-interest expense, a $390,000 decrease in provision for loan losses and a $197,000 decrease in the provision for income taxes, These items were partially offset by a decrease of $271,000 in net interest income and a ~~$143,000 increase~~decrease of $120,000 in non-interest ~~expense. These items were partially offset by an increase of $21,000 in non-interest income and a decrease of $7,500 in the provision for loan losses.~~income.

Net interest income. The Company’s net interest income for the three months ended ~~September 30,~~December 31, 2011 was ~~$1.4~~$1.3 million, compared to ~~$1.5~~$1.6 million for the same period in 2010. The $271,000 decrease reflects a ~~$368,000~~$431,000 decrease in interest income partially offset by a ~~$253,000~~$160,000 decrease in interest expense.

Interest income. Interest income for the three months ended ~~September 30,~~December 31, 2011 decreased ~~$368,000,~~$431,000, or ~~16.7%~~20.6%, to ~~$1.8~~$1.7 million compared to ~~$2.2~~$2.1 million for the same period in 2010. Interest income from loans decreased ~~$276,000~~$204,000 to $1.3 million for the three months ended ~~September 30,~~December 31, 2011 from ~~$1.6~~$1.5 million for the comparable period in 2010 as a result of a decrease in average loans to ~~$94.7~~$93.8 million during the 2011 period from ~~$106.9~~$102.6 million during the comparable 2010 period and to a decrease in the yield on loans to 5.58% during the three months ended ~~September 30,~~December 31, 2011 from 5.96% during the comparable period in 2010. The decrease in average loans was the result of a decrease in lending volume during the three months ended ~~September 30,~~December 31, 2011 compared to the comparable 2010 period, and the decrease in yield was the result of a downward trend in interest rates between the two periods. Interest rates began to decrease during the first quarter of calendar 2008, continued to decrease through most of the time since and through ~~September 30,~~December 31, 2011 remain at exceptionally low levels.

Interest income from investment securities and other interest-earning assets for the three months ended ~~September 30,~~December 31, 2011 decreased ~~$92,000,~~$227,000, or ~~15.4%~~39.9%, to ~~$505,000~~$342,000 from ~~$597,000~~$568,000 for the same period in 2010. The decrease was the result of a decrease in the yield on these assets to ~~2.13%~~1.52% for the 2011 period from ~~2.61%~~2.46% for the 2010 period ~~which was partially offset~~and by ~~an increase~~a decrease in the average balance of these assets of ~~$3.4 million~~$432,000 to ~~$94.0~~$88.7 million for the quarter ended ~~September 30,~~December 31, 2011 from ~~$90.6~~$89.2 million for the same period in 2010.

Interest expense. Interest expense for the three months ended ~~September 30,~~December 31, 2011 decreased ~~$253,000~~$160,000 or ~~38.5%~~29.5%, to ~~$404,000~~$383,000 from ~~$657,000~~$543,000 for the same period in 2010. Interest expense on deposits decreased ~~$256,000~~$160,000 to ~~$344,000~~$325,000 in the three months ended ~~September 30,~~December 31, 2011 from ~~$600,000~~$485,000 in the same period in 2010. The decrease resulted from a decrease in the average cost of deposits to ~~0.87%~~0.83% in the 2011 period from ~~1.42%~~1.17% in the 2010 period, and by a decrease in average interest-bearing deposit balances of ~~$10.4~~$8.8 million to ~~$156.9~~$156.1 million in the 2011 period from ~~$167.3~~$164.9 million in the 2010 period. Interest expense on other interest-bearing liabilities ~~increased $3,000 to $60,000 in~~was $57,000 for both the three months ended ~~September 30,~~December 31, 2011 ~~from $57,000 in~~and the ~~comparable period in~~three months ended December, 31 2010. The ~~increase in interest expense on other interest-bearing liabilities was attributable to an increase in the~~ average ~~balance~~balances of other interest-bearing liabilities ~~of $736,000 to $8.8 million during the 2011 period from~~were approximately $8.1 million ~~during~~for both the ~~2010 period which was partially offset by a decrease in~~quarter ended December 31, 2011 and the quarter ended December 31, 2010. The average cost of other interest bearing liabilities ~~to 2.13% during the 2011 period from~~was approximately 2.79% during the 2010 period. The average outstanding balance of retail repurchase agreements increased to $5.8 million during the three months ended September 30, 2011 from $5.1 million during the comparable period in 2010.for both periods.

Net interest margin. The Company’s net interest margin decreased to ~~3.01%~~2.78% for the three months ended ~~September 30,~~December 31, 2011 from ~~3.11%~~3.21% for the three months ended ~~September 30,~~December 31, 2010.

Provision for loan loss. During the quarter ended ~~September 30,~~December 31, 2011, the provision for loan losses was ~~$56,000,~~$18,000, compared to ~~$63,000~~$408,000 for the quarter ended ~~September 30,~~December 31, 2010. For a discussion of ~~this change,~~the decrease in the provision for loan losses see “Non-performing Assets and Allowance for Loan Losses” ~~herein.~~above.

Non-interest income. For the three months ended ~~September 30,~~December 31, 2011, non-interest income totaled ~~$308,000,~~a negative $346,000, compared to ~~$287,000~~a negative $226,000 for the three months ended ~~September 30,~~December 31, 2010. ~~The $21,000 increase between the two periods resulted primarily from a net profit of $114,000 on the sale of securities and income of $8,000 on the BOLI purchased during~~In both the 2011 ~~period.~~quarter and the 2010 quarter, the negative total was the result of provisions for loss on real estate owned. These ~~increases were offset by a decrease in~~provisions totaled $584,000 and $500,000 for the 2011 period and the 2010 period, respectively. In addition, service charges and other fee income ~~of $58,000,~~decreased by $47,000, or 18.4%, to $208,000 for the 2011 quarter compared to $255,000 for the 2010 quarter, and the Company recorded a ~~decrease in other non-interest income~~loss of $18,000 ~~and increases of $18,000 and $7,000 in net loss~~ on the sale of ~~property and equipment and~~other real estate ~~owned~~in the 2011 period. There was no such loss recorded in the 2010 period. These negative changes were partially offset by increases of $3,000 and ~~provision for losses~~$2,000 in gain on the sale of foreclosed real estate ~~owned, respectively.~~and other non-interest income, respectively, and $24,000 in income from BOLI. The decrease in service charges and other fee income was due to regulatory changes that have resulted in restrictions on type, number and amount of fees charged by financial institutions. We have also observed that account holders are taking greater care that they do not incur overdraft charges on their accounts. The ~~increase in the~~provisions for loss on foreclosed real estate in both periods were made to expedite the ~~sale~~disposal of real estate owned ~~was due to primarily to the number~~in light of ~~properties that were sold during the 2011 quarter.~~negative market value trends and reduced values noted in new appraisals on foreclosed real estate.

Non-interest expense. Non-interest expense ~~increased~~decreased by ~~$143,000~~$617,000 from ~~$1.8~~$2.1 million during the three months ended ~~September 30,~~December 31, 2010 to ~~$2.0~~$1.5 million for the three months ended ~~September 30,~~December 31, 2011. This was the result of decreases of $31,000, $196,000 and $395,000 in professional fees, deposit insurance premiums and other non-interest expense, respectively. These decreases were partially offset by increases of ~~$67,000, $88,000 and $18,000~~$4,000 in compensation and benefits ~~professional fees~~ and $1,000 in occupancy and equipment expense. The decrease in other non-interest expense was due primarily to a $300,000 liability recorded in the 2010 period for the possible settlement of the lawsuit discussed

earlier. This expense did not recur in the 2011 period. The decrease in deposit insurance premiums ~~respectively.~~was the result of an adjustment of $213,000 in the balance of the prepaid deposit insurance premiums due to deposit shrinkage.

Income tax expense. State income tax expense and income tax benefits are recorded based on the taxable income or loss of each of the Company. Federal income taxes are calculated based on the combined income of the consolidated group. Pre-tax net income is reduced by non-taxable income items and increased by non-deductible expense items. However, during the year ended June 30, 2011, the Company recorded income tax expense of $1.0 million. This was the result of the reversal of current year and previously recorded net deferred tax benefits. In light of the cumulative net losses the Company has experienced over the last five fiscal years, current accounting standards required that the net deferred tax asset be reserved. Future earnings are expected to enable the Company to recover these reserved deferred tax assets.

The Company recorded an income tax provision of $85,000 for the three months ended December 31, 2011 as compared to an income tax provision of $281,000 for the three months ended December 31, 2010. The $281,000 provision in the quarter ended December 31, 2010 was required to reduce the valuation allowance related to the net deferred tax asset to zero. The $85,000 provision for the quarter ended December 31, 2011 was required to fully reserve deferred state income tax credits.

Results of Operations for the Six Months Ended December 31, 2011 Compared to the Six Months Ended December 31, 2010

General. For the six months ended December 31, 2011, the Company reported a net loss of $950,000, or $(0.61) per diluted share, compared to a net loss $1.5 million, or $(0.99) per diluted share, for the same period in 2010. The decrease in net loss for the 2011 period was primarily attributable to a $474,000 decrease in non-interest expense, a $397,000 decrease in provision for loan losses and a $203,000 decrease in the provision for income taxes, These ~~increases~~items were partially offset by ~~decreases~~a decrease of ~~$8,000~~$386,000 in net interest income and a decrease of $99,000 in non-interest income.

Net interest income. The Company’s net interest income for the six months ended December 31, 2011 was $2.7 million, compared to $3.1 million for the same period in 2010. The decrease reflects a $799,000 decrease in interest income partially offset by a $413,000 decrease in interest expense.

Interest income. Interest income for the six months ended December 31, 2011 decreased $799,000, or 18.6%, to $3.5 million compared to $4.3 million for the same period in 2010. Interest income from loans decreased $480,000 to $2.7 million for the six months ended December 31, 2011 from $3.1 million for the comparable period in 2010 as a result of a decrease in average loans to $94.3 million during the 2011 period from $104.7 million during the comparable 2010 period and to a decrease in the yield on loans to 5.58% during the six months ended December 31, 2011 from 5.96% during the comparable period in 2010. The decrease in average loans was the result of a decrease in lending volume during the six months ended December 31, 2011 compared to the comparable 2010 period, and the decrease in yield was the result of a downward trend in interest rates between the two periods. Interest rates began to decrease during the first quarter of calendar 2008, continued to decrease through most of the time since and through December 31, 2011 remain at exceptionally low levels.

Interest income from investment securities and other interest-earning assets for the six months ended December 31, 2011 decreased $319,000, or 27.3%, to $847,000 from $1.2 million for the same period in 2010. The decrease was the result of a decrease in the yield on these assets to 1.83% for the 2011 period from 2.55% for the 2010 period, which was partially offset by an increase in the average balance of these assets of $2.1 million to $91.5 million for the six months ended December 31, 2011 from $89.4 million for the same period in 2010.

Interest expense. Interest expense for the six months ended December 31, 2011 decreased $413,000 or 34.4%, to $786,000 from $1.2 million for the same period in 2010. Interest expense on deposits decreased $416,000 to $669,000 in the six months ended December 31, 2011 from $1.1 million in the same period in 2010. The decrease resulted from a decrease in the average cost of deposits to 0.85% in the 2011 period from 1.30% in the 2010 period, and by a decrease in average interest-bearing deposit balances of $9.9 million to $156.2 million in the 2011 period from $166.1 million in the 2010 period. Interest expense on other interest-bearing liabilities was increased $3,000 during the six months ended December 31, 2011 to $117,000 compared to $114,000 during the six months ended December, 31 2010. The average balances of other interest-bearing liabilities increased by $331,000 to $8.5 million during the 2011 period from $8.2 million during the 2010 period. The average cost of other interest bearing liabilities decreased to 2.73% for the 2011 period from 2.79% for the 2010 period.

Net interest margin. The Company’s net interest margin decreased to 2.90% for the six months ended December 31, 2011 from 3.17% for the six months ended December 31, 2010.

Provision for loan loss. During the six months ended December 31, 2011, the provision for loan losses was $74,000, compared to $471,000 for the six months ended December 31, 2010. For a discussion of the decrease in the provision for loan losses see “Non-performing Assets and Allowance for Loan Losses” above.

Non-interest income. For the six months ended December 31, 2011, non-interest income totaled a negative $38,000, compared to a positive $61,000 for the six months ended December 31, 2010 for a net negative change of $99,000. In both the 2011 and the 2010 six month periods, there were large provisions for loss on real estate owned. These provisions totaled $592,000 and $500,000 for the 2011 and the 2010 periods, respectively. Service charges and other fee income decreased by $105,000, or 19.5%, to $433,000 for the 2011 period compared to $538,000 for the 2010 period. Net loss on the sale of other real estate increased by $15,000, or 71.9%, to a loss of $36,000 in the 2011 period compared to a loss of $21,000 in the 2010 period. Other non-interest income decreased by $16,000, or 39.9%, to $25,000 in 2011 from $41,000 in 2010. These negative changes were partially offset by $24,000 in income from BOLI and $96,000 in profit on the sale of investments. The investment in BOLI occurred during the first quarter of fiscal 2012. The profit on the sale of investments resulted from some portfolio restructuring which also occurred during the first quarter of fiscal 2012. The decrease in service charges and other fee income was due to regulatory changes that have resulted in restrictions on type, number and amount of fees charged by financial institutions. We have also observed that account holders are taking greater care that they do not incur overdraft charges on their accounts. The provisions for loss on foreclosed real estate in both periods were made to expedite the disposal of real estate owned in light of negative market value trends and reduced values noted in new appraisals on foreclosed real estate.

Non-interest expense. Non-interest expense decreased by $474,000 from $3.9 million during the six months ended December 31, 2010 to $3.5 million for the six months ended December 31, 2011. This was the result of a decrease of $418,000 in other non-interest expense, a decrease of $178,000 in deposit insurance premiums and a decrease of $7,000 in occupancy and equipment expense These decreases were partially offset by increases of $71,000 in compensation and ~~$23,000~~benefits and $58,000 in professional fees. The decrease in other non-interest ~~expenses.~~expense was due primarily to a $300,000 liability recorded in the 2010 period for the possible settlement of the lawsuit discussed earlier. This expense did not recur in the 2011 period. The ~~increase~~decrease in ~~compensation~~deposit insurance premiums was the result of ~~additional funding~~an adjustment of $213,000 in the balance of the prepaid deposit insurance premiums due to the frozen defined benefit plan and, in part, to a change in senior management. The increase in professional fees was primarily related to costs associated with foreclosures and maintenance for real estate owned.deposit shrinkage.

The Company recorded noan income tax provision ~~or benefit~~of $85,000 for the ~~three~~six months ended ~~September 30,~~December 31, 2011 as compared to aan income tax provision of ~~$6,000~~$288,000 for the ~~three~~six months ended ~~September 30,~~December 31, 2010. The ~~$6,000~~$288,000 provision in the ~~quarter~~six months ended ~~September 30,~~December 31, 2010 was was required to reduce the valuation allowance related to the net deferred tax asset to zero. The $85,000 provision for the six months ended December 31, 2011 was required to fully reserve deferred state income tax credits.

Liquidity and Capital Resources

The Company's primary sources of funds are deposits, borrowings, principal and interest payments on loans, investments, and mortgage-backed securities, and funds provided by other operating activities. While scheduled payments on loans, mortgage-backed securities, and short-term investments are relatively predictable sources of funds, deposit flows and early loan repayments are greatly influenced by general interest rates, economic conditions, and competition.

The Company uses its capital resources principally to meet ongoing commitments to fund maturing certificates of deposits and loan commitments, to maintain liquidity, and to meet operating expenses. At ~~September 30,~~December 31, 2011, the Company had commitments to originate loans totaling ~~$913,000.~~$476,000. The Company believes that loan repayment and other sources of funds will be adequate to meet its foreseeable short- and long-term liquidity needs.

3532

Regulations require ~~First Home Savings~~the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and a leverage ratio consisting of Tier 1 capital to average assets. The following table sets forth ~~First Home Savings~~the Bank's actual capital and required capital amounts and ratios at ~~September 30,~~December 31, 2011 which, at that date, exceeded the minimum capital adequacy requirements.

		Actual					Minimum Requirement For Capital Adequacy Purposes					Minimum Requirement To Be Well Capitalized Under Prompt Corrective Action Provisions					Actual					Minimum Requirement For Capital Adequacy Purposes					Minimum Requirement To Be Well Capitalized Under Prompt Corrective Action Provisions
At September 30, 2011		Amount		Ratio			Amount		Ratio			Amount		Ratio
At December 31, 2011																	Amount		Ratio			Amount		Ratio			Amount		Ratio
(Dollars in thousands)
Tangible Capital (to adjusted total assets)	Tangible Capital (to adjusted total assets)	$	16,177		8.00	%	$	3,032		1.50	%		-		- -		$	15,561		7.79	%	$	2,995		1.50	%		-		- -
Tier 1 (Core) Capital (to adjusted total assets)	Tier 1 (Core) Capital (to adjusted total assets)		16,177		8.00	%		8,084		4.00	%	$	10,105		5.00	%		15,561		7.79	%		7,986		4.00	%	$	9,983		5.00	%
Tier 1 (Core) Capital (to risk weighted assets)	Tier 1 (Core) Capital (to risk weighted assets)		16,177		16.98	%		3,812		4.00	%		5,717		6.00	%		15,561		17.11	%		3,638		4.00	%		5,457		6.00	%
Total Risk Based Capital (to risk weighted assets)	Total Risk Based Capital (to risk weighted assets)		17,352		18.21	%		7,623		8.00	%		9,529		10.00	%		16,705		18.37	%		7,276		8.00	%		9,096		10.00	%

The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) established five regulatory capital categories and authorized the banking regulators to take prompt corrective action with respect to institutions in an undercapitalized category. While at ~~September 30,~~December 31, 2011, ~~First Home Savings~~the Bank still exceeded minimum requirements for the well capitalized category, it is not considered well capitalized as a result of the Agreement that was entered into with the Division and the FDIC.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains certain "forward-looking statements" that relate to the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as "believe," "expect," "anticipate," "intend," "should," "plan," "project," "estimate," "potential," "seek," "strive," or "try" or other conditional verbs such as "will," "would," "should," "could," or "may" or similar expressions. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate and about the Company and the Bank, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding our strategies. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Although we believe that our plans, intentions and expectations, as reflected in these forward-looking statements are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or realized. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to: the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs that may be impacted by deterioration in the housing and commercial real estate markets and may lead to increased losses and non-performing assets in our loan portfolio, result in our allowance for loan losses not being adequate to cover actual losses, and require us to materially increase our reserves; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates, deposit interest rates, our net interest margin and funding sources; deposit flows; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; adverse changes in the securities markets; results of examinations of the Company by the Federal Reserve Board and of the Bank by the FDIC, the Missouri Division of Finance or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses, write-down assets, change our regulatory capital position or affect our ability to

borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; the possibility that we will be unable to comply with the conditions imposed upon us by the Bank’s informal Agreement with the Missouri Division of Finance and the FDIC and the Company’s Order to Cease and Desist issued by the Company’s prior banking regulator, the OTS, including but not limited to our ability to reduce our non-performing assets, which could result in the imposition of additional restrictions on our

operations; our ability to control operating costs and expenses; the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risk associated with the loans on our balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; computer systems on which we depend could fail or experience a security breach, or the implementation of new technologies may not be successful; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes such as the Dodd-Frank Act and its implementing regulations that adversely affect our business including changes in regulatory policies and principles, including the interpretation of regulatory capital or other rules; our ability to attract and retain deposits; further increases in premiums for deposit insurance; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; adverse changes in the securities markets; the Company’s and Bank’s ability to pay dividends on its common stock; the inability of key third-party providers to perform their obligations to us; changes in accounting policies, principles and practices, as may be adopted by the financial institution regulatory agencies or the FASB, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the economic impact of war or any terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations; pricing, products and services; our ability to lease excess space in Company-owned buildings; and other risks detailed in this Quarterly Report on Form 10-Q. Any of the forward-looking statements that we make in this Form 10-Q and in the other public statements we make may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Additionally, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control. We caution readers not to place undue reliance on any forward-looking statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for future periods to differ materially from those expressed in any forward-looking statements by, or on behalf of, us, and could negatively affect the Company's operating and stock performance.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Any control system, no matter how well designed and operated, can provide only reasonable (not absolute) assurance that its objectives will be met. Furthermore, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934 (Exchange Act) as of the end of the period covered by the report.

Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that as of ~~September 30,~~December 31, 2011 the Company’s disclosure controls and procedures were effective to provide reasonable assurance that (i) the information required to be disclosed by the Company in this Report was recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to its management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

During the quarter ended ~~September 30,~~December 31, 2011, there have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

The Company does not expect that its disclosure controls and procedures and internal control over financial reporting will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.

The Company intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company’s business. While the Company believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Company to modify its disclosure controls and procedures.

3835

FIRST BANCSHARES, INC.

AND SUBSIDIARIES

PART II - OTHER INFORMATION

FORM 10-Q

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than those discussed in Item 2., Management's Discussion and Analysis of Financial Condition and Results of Operations, Recent Developments and Corporate Overview, Litigation, to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses.

Item 1A. Risk Factors

~~Item 1A.~~

~~Risk Factors~~

There are no material changes from the risk factors previously disclosed in our June 30, 2011 Annual Report on Form ~~10-K~~10-K.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds

	~~(a)~~	~~Recent sales of unregistered securities - None.~~
	~~(b)~~	~~Use of proceeds - None.~~
	(a) Recent sales of unregistered securities - None (b) Use of proceeds - None (c)	Stock repurchases - None

Item 3. Defaults Upon Senior Securities - None

Item 4. Removed and reserved

~~Item 5.~~

Item 5. Other Information - None

Item 6. Exhibits

(a) Exhibits:

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

The following materials from the ~~Corporation’s~~Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, formatted in Extensible Business Reporting Language (XBRL): (1) Condensed Consolidated Statements of Balance Sheets; (2) Condensed Consolidated Statement of Operations; (3) Condensed Consolidated Statements of Stockholders’ Equity; (4) Condensed Consolidated Statement of Cash Flows; and (5) Selected Notes to Consolidated Financial Statements.*

___________

*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

3936

SIGNATURES

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

	FIRST BANCSHARES, INC.


Date: ~~November~~February 14, ~~2011~~2012	By: /s/ R. Bradley Weaver
	R. Bradley Weaver,
	Chief Executive Officer



Date: ~~November~~February 14, ~~2011~~2012	By: /s/ Ronald J. Walters
	Ronald J. Walters, Senior Vice President,
	Treasurer and Chief Financial Officer

4037

EXHIBIT INDEX

Exhibit No. Description of 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

Statements

Three months ended September 30, 2011
			Recorded
			Investment
		Number of	with no	Related
Type of Loan		Contracts	Allowance	Allowance
Mortgage Loans:
	Residential	-	-	-
	Commercial Real Estate	1	$ 479,961	$ 62,200
	Land	-	-	-
	Second Mortgage Loans	-	-	-
	Total Mortgage Loans	1	479,961	62,200

Consumer Loans:
	Automobile Loans	-	-	-
	Savings Account Loans	-	-	-
	Mobile Home Loans	-	-	-
	Other Consumer Loans	-	-	-
	Total Consumer Loans	-	-	-

	Commercial Business Loans	-	-	-

	Total Loans	1	$ 479,961	$ 62,200

(In Thousands)

Balance outstanding at June 30, 2011

$ ~~102,501~~103

Principal additions

Principal reductions

~~(6,094)~~(13)

Balance at ~~September 30,~~December 31, 2011

$ ~~96,407~~90