First Guaranty Bancshares, Inc 8-K, filed Apr 26, 2023
First Guaranty Bancshares, Inc. (FGBI)
8-K
2023-04-26
For: 2023-04-26
View Original
Added on
July 04, 2026
About this 8-K
First Guaranty Bancshares, Inc filed this 8-K on April 26, 2023.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): April 26, 2023
(Exact name of registrant as specified in its charter)
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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):
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:
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Item 2.02. Results of Operations and Financial Condition
On April 26, 2023 First Guaranty Bancshares, Inc. released its First Quarter 2023 Report to shareholders. 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 April 26, 2023 captioned "First Quarter 2023 Report"
Forward Looking Statements
This presentation contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact which represent our current judgement about possible future events. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or otherwise revise any forward-looking statements.
Important Information and Where to Find It
This Presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed acquisition by First Guaranty of Lone Star. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
In connection with the proposed Transaction, First Guaranty has filed with the SEC a Registration Statement on Form S-4, as amended, that includes a proxy statement of Lone Star and a prospectus of First Guaranty (as may be further amended or supplemented from time to time, the “Proxy Statement/Prospectus”), and First Guaranty may file with the SEC other relevant documents concerning the proposed Transaction. The definitive Proxy Statement/Prospectus will be mailed to shareholders of Lone Star. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY FIRST GUARANTY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FIRST GUARANTY, FGB, LONE STAR AND THE PROPOSED TRANSACTION.
Free copies of the Proxy Statement/Prospectus, as well as other filings containing information about First Guaranty, may be obtained at the SEC’s website (http://www.sec.gov) when they are filed by First Guaranty. You will also be able to obtain these documents, when they are filed, free of charge, from First Guaranty at www.fgb.net under the heading “SEC Filings.” Copies of the Proxy Statement/Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to First Guaranty Bancshares, Inc., 400 East Thomas Street, Hammond, Louisiana 70401, Attn: Investor Relations, (985) 375-0343.
Participants in the Solicitation
This Presentation is not a solicitation of a proxy from any security holder of Lone Star. However, Lone Star and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Lone Star in respect of the proposed Transaction. Information about Lone Star’s directors and executive officers will be contained in the Proxy Statement/Prospectus. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement/Prospectus and other relevant materials to be filed with the SEC when they become available. Free copies of this document may be obtained as described in the preceding paragraph.
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: April 26, 2023 | |||||||||||
| By: | /s/Eric J. Dosch | ||||||||||
| Eric J. Dosch | |||||||||||
| Chief Financial Officer | |||||||||||
INDEX TO EXHIBITS
| Exhibit Number | Description | ||||
| Press Release April 26, 2023 captioned "First Quarter 2023 Report" | |||||
2023 1st Quarter Report FIRST GUARANTY BANCSHARES, INC. FI R ST G UA R A N TY B A N CS H A R ES , I N C. Po st O ffi ce B ox 2 00 9 H am m on d, L ou is ia na 7 04 04 -2 00 9 PR ES O R TE D FI R ST -C LA SS M A IL U. S. P O ST AG E PA ID B AT O N R O UG E, L A PE R M IT N O . 9 84 Member FDIC Locations 36 ATMs 49 $3.5 Million 1Q2023 Earnings (unaudited) At A Glance (unaudited) 119 Consecutive dividends paid and counting 89 Years in Banking Total Assets $3.2 Billion Deposits $2.9 Billion Total Loans $2.6 Billion NASDAQ Symbol: FGBI & FGBIP Have Questions? Vanessa Drew | InvestorRelations@fgb.net We’re Social: fgb.net |
Alton B. Lewis Chief Executive Officer/President First Guaranty Bancshares, Inc. A Message to Our Shareholders Consolidated Balance Sheets (in thousands, except share data) Consolidated Statements of Income (in thousands, except share, per share data & percentages) Sincerely, March 31, 2023 2022 (unaudited) Assets Cash and cash equivalents: Cash and due from banks $168,456 $132,209 Federal funds sold 479 533 Cash and cash equivalents 168,935 132,742 Investment securities: Available for sale, at fair value 81,060 133,233 Held to maturity, at cost (estimated fair value of $254,284 and $292,013, respectively) 320,348 319,562 Investment securities 401,408 452,795 Federal Home Loan Bank stock, at cost 4,523 1,360 Loans held for sale - - Loans, net of unearned income 2,574,242 2,231,119 Less: allowance for credit losses 31,568 24,144 Net loans 2,542,674 2,206,975 Premises and equipment, net 58,600 58,371 Goodwill 12,900 12,900 Intangible assets, net 4,770 5,520 Other real estate, net 887 1,854 Accrued interest receivable 15,332 12,579 Other assets 27,767 25,027 Total Assets $3,237,796 $2,910,123 Liabilities and Shareholders’ Equity Deposits: Noninterest-bearing demand 519,028 555,966 Interest-bearing demand 1,531,321 1,299,366 Savings 206,008 205,578 Time 606,231 563,025 Total deposits 2,862,588 2,623,935 Short-term advances from Federal Home Loan Bank 50,000 Short-term borrowings 20,000 10,000 Repurchase agreements 6,606 6,103 Accrued interest payable 4,608 3,584 Long-term advances from Federal Home Loan Bank 20,000 - Senior long-term debt 21,116 24,359 Junior subordinated debentures 15,000 14,830 Other liabilities 9,202 5,560 Total Liabilities 3,009,120 2,688,371 Shareholders’ Equity Preferred Stock, Series A - $1,000 par value 100,000 shares authorized; non-cumulative perpetual; 34,500 and 0 shares issued and outstanding, respectively 33,058 33,058 Common stock - $1 par value 100,600,000 shares authorized; 10,716,796 shares issued 10,717 10,717 Surplus 130,093 130,093 Retained earnings 69,622 61,942 Accumulated other comprehensive (loss) income (14,814) (14,058) Total Shareholders’ Equity 228,676 221,752 Total Liabilities & Shareholders’ Equity $3,237,796 $2,910,123 Three-Months Ended March 31, 2023 2022 (unaudited) Interest Income: Loans (including fees) $38,149 $28,038 Deposits with other banks 751 102 Securities (including FHLB stock) 2,387 2,339 Total Interest Income 41,287 30,479 Interest Expense: Demand deposits 13,049 2,276 Savings deposits 579 61 Time deposits 3,576 2,755 Borrowings 1,782 404 Total Interest Expense 18,986 5,496 Net Interest Income 22,301 24,983 Less: Provision for credit losses 314 632 Net Interest Income after Provision for Credit Losses 21,987 24,351 Noninterest Income: Service charges, commissions and fees 785 777 ATM and debit card fees 825 823 Net gains (losses) on securities - (17) Net gains (losses) on sale of loans 12 (1) Other 1,082 380 Total Noninterest Income 2,704 1,962 Total Business Revenue, Net of Provision for Credit Losses 24,691 26,313 Noninterest Expense: Salaries and employee benefits 10,004 8,980 Occupancy and equipment expense 2,202 2,201 Other 7,960 5,570 Total Noninterest Expense 20,166 16,751 Income Before Income Taxes 4,525 9,562 Less: Provision for income taxes 1,057 1,977 Net Income 3,468 7,585 Less: Preferred stock dividends 582 582 Income Available to Common Shareholders $2,886 $7,003 Per Common Share: Earnings $0.27 $0.65 Cash dividends paid $0.16 $0.16 Book Value Per Common Share: $18.25 $17.61 Weighted Average Common Shares Outstanding 10,716,796 10,716,796 Return on Average Assets 0.45% 1.05% Return on Average Common Equity 5.80% 14.99% Dear Shareholders, Extraordinary! That is the only word that is appropriate for the performance of First Guaranty Bank. In a time in which the “experts” are all about gloom and doom in the banking industry, extraordinary describes the performance of First Guaranty Bank. Our loan interest income for the first quarter of 2023 totaled $38,149,000 compared to $35,579,000 for the fourth quarter of 2022 and $28,038,000 for the first quarter of 2022. Yes, our interest expense has significantly reduced our net income; however, that impact has been greatly reduced in the past few months as our loan income has risen to offset the rise in interest expense. As we enter the back side of this cycle, we have already moved past the worst period and should be benefiting greatly. Our total deposits have grown to $2,862,588 for the quarter ending March 31, 2023, compared to $2,623,935 for the quarter ending March 31, 2022. We have shown that we can not only survive this “gloom and doom,” but that we can thrive. Our strength is further shown as our acquisition of Lone Star Bank in Houston continues to move forward through the regulatory process. Additionally, we have received preliminary approval from the City of Fate in Rockwall County for our branch plans in Fate, Texas. Between Lone Star and Fate, we will double our presence in the Texas markets. We are not stopping there. We will continue to seek growth opportunities to better serve our customers and shareholders. We recently paid our 119th consecutive quarterly cash dividend. Extraordinary is the right word. We appreciate your support of our efforts. We will continue to build First Guaranty Bank and to build a fortress balance sheet. Thank you for your attention.