8-K

First Guaranty Bancshares, Inc. (FGBI)

8-K 2024-02-05 For: 2024-02-05
View Original
Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 05, 2024

Image1.jpg

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana 001-37621 26-0513559
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
400 East Thomas Street
Hammond, Louisiana 70401
(Address of principal executive offices) (Zip Code)
(985) 345-7685
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $1 par valueFGBIThe Nasdaq Stock Market LLCDepositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)FGBIPThe Nasdaq Stock Market LLC

Item 2.02.        Results of Operations and Financial Condition

On February 05, 2024, First Guaranty Bancshares, Inc. issued a press release reporting its financial results at and for the three months and year ended December 31, 2023.

The Press Release is enclosed as Exhibit 99.1 to this report. The information in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01.        Financial Statements and Exhibits.

Exhibit 99.1    Press Release dated February 05, 2024.

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 hereunto duly authorized.

FIRST GUARANTY BANCSHARES, INC.
(Registrant)
Date: February 5, 2024
By: /s/Eric J. Dosch
Eric J. Dosch
Chief Financial Officer

INDEX TO EXHIBITS

Exhibit Number Description
Exhibit 99.1 Press Release February 05, 2024 "First Guaranty Bancshares, Inc. Announces Fourth Quarter 2023 Results."

Document

EXHIBIT 99.1

February 5, 2024

NEWS FOR IMMEDIATE RELEASE

CONTACT: ERIC J. DOSCH, CFO

985.375.0308

First Guaranty Bancshares, Inc. Announces Fourth Quarter 2023 Results

Hammond, Louisiana, February 5, 2024 – First Guaranty Bancshares, Inc. ("First Guaranty") (NASDAQ: FGBI), the holding company for First Guaranty Bank, announced its unaudited financial results for the quarter and year ending December 31, 2023.

2024!!!!!!! Happy New Year!!!!! We are happy to see 2023 in our rearview mirror. We survived the Silicon Valley adventure and now we have survived the Fed interest rate adventure. And we didn’t just survive, we made money. Our loan volume continued to be strong and continues to be strong. The loan volume grew year over year from $2,519,077,000 to $2,748,708,000. We have tightened down on our expenses and we have used this opportunity to clean our loan portfolio.

What does this mean? It means that we are completing our 90th year and we are completing it with new heights in capital, with new heights in assets. Assets grew year over year from $3,151,347,000 to $3,552,772,000. We are in new heights in loans and loan interest income.

We have taken everything that can be thrown at us and we have not only survived, we have continued to grow and we have continued to make money, not as much as we want to, but we continue to make money. So now, in 2024 we are ready to move forward. We are ready to make our 91st year a year of new heights for First Guaranty Bancshares, Inc. and for the shareholders of First Guaranty Bancshares, Inc.

Thank you for your continued support.

Sincerely,

Alton B. Lewis

President and CEO

First Guaranty, Bancshares, Inc.

About First Guaranty

First Guaranty Bancshares, Inc. is the holding company for First Guaranty Bank, a Louisiana state-chartered bank. Founded in 1934, First Guaranty Bank offers a wide range of financial services and focuses on building client relationships and providing exceptional customer service. First Guaranty Bank currently operates thirty-six locations throughout Louisiana, Texas, Kentucky and West Virginia. First Guaranty’s common stock trades on the NASDAQ under the symbol FGBI. For more information, visit www.fgb.net.

Certain statements contained herein are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, as described in our SEC filings, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which First Guaranty operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.First Guaranty wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. First Guaranty wishes to advise readers that the factors listed above could affect First Guaranty's financial performance and could cause First Guaranty's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. First Guaranty does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited)
(in thousands, except share data) December 31, 2022
Assets
Cash and cash equivalents:
Cash and due from banks 286,114 $ 82,796
Federal funds sold 423
Cash and cash equivalents 83,219
Investment securities:
Available for sale, at fair value 131,458
Held to maturity, at cost and net of allowance for credit losses of 80 and 0 (estimated fair value of 253,584 and 242,560 respectively) 320,068
Investment securities 451,526
Federal Home Loan Bank stock, at cost 6,528
Loans held for sale
Loans, net of unearned income 2,519,077
Less: allowance for credit losses 23,518
Net loans 2,495,559
Premises and equipment, net 58,206
Goodwill 12,900
Intangible assets, net 4,979
Other real estate, net 113
Accrued interest receivable 13,002
Other assets 25,315
Total Assets 3,552,772 $ 3,151,347
Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing demand 442,755 $ 524,415
Interest-bearing demand 1,460,259
Savings 205,760
Time 533,358
Total deposits 2,723,792
Short-term advances from Federal Home Loan Bank 120,000
Short-term borrowings 20,000
Repurchase agreements 6,442
Accrued interest payable 4,289
Long-term advances from Federal Home Loan Bank
Senior long-term debt 21,927
Junior subordinated debentures 15,000
Other liabilities 4,906
Total Liabilities 2,916,356
Shareholders' Equity
Preferred stock, Series A - 1,000 par value - 100,000 shares authorized
Non-cumulative perpetual; 34,500 issued and outstanding 33,058
Common stock, 1 par value - 100,600,000 shares outstanding; 12,475,424 and 10,716,796 shares issued 10,717
Surplus 130,093
Retained earnings 76,351
Accumulated other comprehensive (loss) income (15,228)
Total Shareholders' Equity 234,991
Total Liabilities and Shareholders' Equity 3,552,772 $ 3,151,347
See Notes to Consolidated Financial Statements

All values are in US Dollars.

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Three Months Ended December 31, Years Ended December 31,
(in thousands, except share data) 2023 2022 2023 2022
Interest Income:
Loans (including fees) $ 45,294 $ 35,579 $ 167,140 $ 126,002
Deposits with other banks 2,549 400 6,268 1,324
Securities (including FHLB stock) 2,471 2,328 9,601 9,250
Total Interest Income 50,314 38,307 183,009 136,576
Interest Expense:
Demand deposits 16,056 10,016 60,243 21,419
Savings deposits 1,136 486 3,554 915
Time deposits 8,663 2,854 23,967 10,682
Borrowings 3,413 1,594 10,540 3,518
Total Interest Expense 29,268 14,950 98,304 36,534
Net Interest Income 21,046 23,357 84,705 100,042
Less: Provision for credit losses 2,225 758 3,714 3,656
Net Interest Income after Provision for Credit Losses 18,821 22,599 80,991 96,386
Noninterest Income:
Service charges, commissions and fees 940 796 3,401 3,160
ATM and debit card fees 793 815 3,242 3,406
Net (losses) gains on securities (17)
Net gains on sale of loans 61 12 1,774
Other 839 830 3,922 2,686
Total Noninterest Income 2,572 2,502 10,577 11,009
Total Business Revenue, Net of Provision for Credit Losses 21,393 25,101 91,568 107,395
Noninterest Expense:
Salaries and employee benefits 10,057 9,453 40,422 36,699
Occupancy and equipment expense 2,485 2,184 9,027 8,932
Other 7,233 7,067 30,223 25,374
Total Noninterest Expense 19,775 18,704 79,672 71,005
Income Before Income Taxes 1,618 6,397 11,896 36,390
Less: Provision for income taxes 315 1,276 2,677 7,506
Net Income 1,303 5,121 9,219 28,884
Less: Preferred stock dividends 582 582 2,329 2,328
Net Income Available to Common Shareholders $ 721 $ 4,539 $ 6,890 $ 26,556
Per Common Share:
Earnings $ 0.06 $ 0.42 $ 0.62 $ 2.48
Cash dividends paid $ 0.16 $ 0.16 $ 0.64 $ 0.64
Weighted Average Common Shares Outstanding 11,587,810 10,716,796 11,165,303 10,716,796
See Notes to Consolidated Financial Statements
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
--- --- --- --- --- --- --- --- --- --- --- --- ---
CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)
Three Months Ended December 31, 2023 Three Months Ended December 31, 2022
(in thousands except for %) Average Balance Interest Yield/Rate (5) Average Balance Interest Yield/Rate (5)
Assets
Interest-earning assets:
Interest-earning deposits with banks $ 192,007 $ 2,549 5.27 % $ 47,913 $ 400 3.31 %
Securities (including FHLB stock) 415,691 2,471 2.36 % 458,483 2,328 2.01 %
Federal funds sold 324 % 359 %
Loans held for sale % %
Loans, net of unearned income (6) 2,696,928 45,294 6.66 % 2,446,131 35,579 5.77 %
Total interest-earning assets 3,304,950 $ 50,314 6.04 % 2,952,886 $ 38,307 5.15 %
Noninterest-earning assets:
Cash and due from banks 18,795 19,905
Premises and equipment, net 66,410 58,036
Other assets 26,943 32,618
Total Assets $ 3,417,098 $ 3,063,445
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits $ 1,419,494 $ 16,056 4.49 % $ 1,398,616 $ 10,016 2.84 %
Savings deposits 217,507 1,136 2.07 % 213,267 486 0.91 %
Time deposits 804,590 8,663 4.27 % 530,266 2,854 2.13 %
Borrowings 250,850 3,413 5.40 % 125,515 1,594 5.04 %
Total interest-bearing liabilities 2,692,441 $ 29,268 4.31 % 2,267,664 $ 14,950 2.62 %
Noninterest-bearing liabilities:
Demand deposits 458,612 548,031
Other 23,769 13,361
Total Liabilities 3,174,822 2,829,056
Shareholders' equity 242,276 234,389
Total Liabilities and Shareholders' Equity $ 3,417,098 $ 3,063,445
Net interest income $ 21,046 $ 23,357
Net interest rate spread (1) 1.73 % 2.53 %
Net interest-earning assets (2) $ 612,509 $ 685,222
Net interest margin (3), (4) 2.53 % 3.14 %
Average interest-earning assets to interest-bearing liabilities 122.75 % 130.22 %

(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(3)Net interest margin represents net interest income divided by average total interest-earning assets.

(4)The tax adjusted net interest margin was 2.53% and 3.14% for the above periods ended December 31, 2023 and 2022 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended December 31, 2023 and 2022 respectively.

(5)Annualized.

(6)Includes loan fees of $1.7 million and $1.5 million for the three months ended December 31, 2023 and 2022 respectively. PPP loan fee income of $0 and $20,000 was recognized for the three months ended December 31, 2023 and 2022 respectively.

FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)
Years Ended December 31, 2023 Years Ended December 31, 2022
(in thousands except for %) Average Balance Interest Yield/Rate Average Balance Interest Yield/Rate
Assets
Interest-earning assets:
Interest-earning deposits with banks $ 125,417 $ 6,268 5.00 % $ 130,406 $ 1,324 1.02 %
Securities (including FHLB stock) 415,504 9,601 2.31 % 452,213 9,250 2.05 %
Federal funds sold 374 % 256 %
Loans held for sale % %
Loans, net of unearned income (6) 2,607,074 167,140 6.41 % 2,298,273 126,002 5.48 %
Total interest-earning assets 3,148,369 $ 183,009 5.81 % 2,881,148 $ 136,576 4.74 %
Noninterest-earning assets:
Cash and due from banks 18,729 18,833
Premises and equipment, net 61,733 58,197
Other assets 27,514 29,509
Total Assets $ 3,256,345 $ 2,987,687
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits $ 1,448,597 $ 60,243 4.16 % $ 1,362,396 $ 21,419 1.57 %
Savings deposits 213,025 3,554 1.67 % 212,329 915 0.43 %
Time deposits 669,661 23,967 3.58 % 546,776 10,682 1.95 %
Borrowings 187,019 10,540 5.64 % 75,962 3,518 4.63 %
Total interest-bearing liabilities 2,518,302 $ 98,304 3.90 % 2,197,463 $ 36,534 1.66 %
Noninterest-bearing liabilities:
Demand deposits 481,456 552,786
Other 18,672 9,669
Total Liabilities 3,018,430 2,759,918
Shareholders' equity 237,915 227,769
Total Liabilities and Shareholders' Equity $ 3,256,345 $ 2,987,687
Net interest income $ 84,705 $ 100,042
Net interest rate spread (1) 1.91 % 3.08 %
Net interest-earning assets (2) $ 630,067 $ 683,685
Net interest margin (3), (4) 2.69 % 3.47 %
Average interest-earning assets to interest-bearing liabilities 125.02 % 131.11 %

(1)Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

(3)Net interest margin represents net interest income divided by average total interest-earning assets.

(4)The tax adjusted net interest margin was 2.69% and 3.48% for the above periods ended December 31, 2023 and 2022 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended December 31, 2023 and 2022 respectively.

(5)Includes loan fees of $6.0 million and $7.8 million for the years ended December 31, 2023 and 2022 respectively. PPP loan fee income of $16,000 and $1.3 million was recognized for the years ended December 31, 2023 and 2022 respectively.

The following table summarizes the components of First Guaranty's loan portfolio as of December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023:

December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023
(in thousands except for %) Balance As % of Category Balance As % of Category Balance As % of Category Balance As % of Category
Real Estate:
Construction & land development $ 399,435 14.5 % $ 342,246 12.6 % $ 301,259 11.6 % $ 289,486 11.2 %
Farmland 32,530 1.2 % 31,361 1.1 % 29,398 1.1 % 23,065 0.9 %
1- 4 Family 444,850 16.1 % 419,045 15.5 % 406,148 15.6 % 385,984 14.9 %
Multifamily 118,921 4.3 % 121,206 4.5 % 121,342 4.7 % 120,620 4.7 %
Non-farm non-residential 1,045,865 37.9 % 1,052,750 38.9 % 1,025,073 39.5 % 1,027,199 39.8 %
Total Real Estate 2,041,601 74.0 % 1,966,608 72.6 % 1,883,220 72.5 % 1,846,354 71.5 %
Non-Real Estate:
Agricultural 41,008 1.5 % 47,949 1.8 % 47,924 1.8 % 40,351 1.6 %
Commercial and industrial(1) 334,972 12.1 % 354,836 13.1 % 338,023 13.0 % 344,332 13.3 %
Commercial leases 285,415 10.4 % 292,208 10.8 % 282,161 10.9 % 302,450 11.7 %
Consumer and other 54,485 2.0 % 46,068 1.7 % 47,771 1.8 % 49,157 1.9 %
Total Non-Real Estate 715,880 26.0 % 741,061 27.4 % 715,879 27.5 % 736,290 28.5 %
Total loans before unearned income 2,757,481 100.0 % 2,707,669 100.0 % 2,599,099 100.0 % 2,582,644 100.0 %
Unearned income (8,773) (8,276) (8,433) (8,402)
Total loans net of unearned income $ 2,748,708 $ 2,699,393 $ 2,590,666 $ 2,574,242

(1) Includes PPP loans fully guaranteed by the SBA of $2.8 million, $3.1 million, $5.4 million, and $5.7 million at December 31, 2023, September 30, 2023, June 30, 2023, and March 31, 2023, respectively.

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

(in thousands) December 31, 2023 September 30, 2023 June 30, 2023 March 31, 2023
Nonaccrual loans:
Real Estate:
Construction and land development $ 530 $ 664 $ 518 $ 221
Farmland 836 874 867 677
1- 4 family 6,985 6,827 6,320 6,209
Multifamily 537 537 537
Non-farm non-residential 9,740 8,403 8,285 2,675
Total Real Estate 18,628 17,305 16,527 9,782
Non-Real Estate:
Agricultural 1,369 1,378 1,375 1,469
Commercial and industrial 1,581 2,827 2,167 1,026
Commercial leases 1,799 1,799 1,818 1,799
Consumer and other 1,810 2,246 2,016 1,593
Total Non-Real Estate 6,559 8,250 7,376 5,887
Total nonaccrual loans 25,187 25,555 23,903 15,669
Loans 90 days and greater delinquent & accruing:
Real Estate:
Construction and land development 182 182 190
Farmland 2,693
1- 4 family 124 593 295
Multifamily
Non-farm non-residential 14,711 956 1,641
Total Real Estate 14,835 4,424 477 1,831
Non-Real Estate:
Agricultural 57 61 61
Commercial and industrial 395 3,659 6,244
Commercial leases
Consumer and other
Total Non-Real Estate 452 3,720 61 6,244
Total loans 90 days and greater delinquent & accruing 15,287 8,144 538 8,075
Total non-performing loans 40,474 33,699 24,441 23,744
Real Estate Owned:
Real Estate Loans:
Construction and land development 251 251 251
Farmland
1- 4 family 309 194 248 113
Multifamily
Non-farm non-residential 690 690 774 774
Total Real Estate 1,250 1,135 1,273 887
Non-Real Estate Loans:
Agricultural
Commercial and industrial
Commercial leases
Consumer and other
Total Non-Real Estate
Total Real Estate Owned 1,250 1,135 1,273 887
Total non-performing assets $ 41,724 $ 34,834 $ 25,714 $ 24,631
Non-performing assets to total loans 1.52 % 1.29 % 0.99 % 0.96 %
Non-performing assets to total assets 1.17 % 1.02 % 0.79 % 0.76 %
Non-performing loans to total loans 1.47 % 1.25 % 0.94 % 0.92 %
Nonaccrual loans to total loans 0.92 % 0.95 % 0.92 % 0.61 %
Allowance for credit losses to nonaccrual loans 122.79 % 124.97 % 133.29 % 200.83 %
Net loan charge-offs to average loans 0.17 % 0.05 % 0.04 % 0.08 %

Non-GAAP Financial Measures

Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional metrics. Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures.

Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions. Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders' equity, total assets, book value per share or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.

The following table reconciles, as of the dates set forth below, shareholders' equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

At December 31,
(in thousands except for share data and %) 2023 2022 2021 2020 2019
Tangible Common Equity
Total shareholders' equity $ 249,631 $ 234,991 $ 223,889 $ 178,591 $ 166,035
Adjustments:
Preferred 33,058 33,058 33,058
Goodwill 12,900 12,900 12,900 12,900 12,942
Acquisition intangibles 3,658 4,355 5,051 5,815 6,527
Other intangibles 100
Tangible common equity $ 199,915 $ 184,678 $ 172,880 $ 159,876 $ 146,566
Common shares outstanding 12,475,424 10,716,796 10,716,796 10,716,796 10,716,796
Book value per common share $ 17.36 $ 18.84 $ 17.81 $ 16.66 $ 15.49
Tangible book value per common share $ 16.03 $ 17.23 $ 16.13 $ 14.92 $ 13.68
Tangible Assets
Total Assets $ 3,552,772 $ 3,151,347 $ 2,878,120 $ 2,473,078 $ 2,117,216
Adjustments:
Goodwill 12,900 12,900 12,900 12,900 12,942
Acquisition intangibles 3,658 4,355 5,051 5,815 6,527
Other intangibles 100
Tangible Assets $ 3,536,114 $ 3,134,092 $ 2,860,169 $ 2,454,363 $ 2,097,747
Tangible common equity to tangible assets 5.65 % 5.89 % 6.04 % 6.51 % 6.99 %