8-K/A
First Guaranty Bancshares, Inc. (FGBI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2025
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
EXPLANATORY NOTE
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K furnished by First Guaranty Bancshares, Inc. (“First Guaranty” or the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 1, 2025 (the “Original Form 8-K”). The purpose of this Amendment is to amend the financial information furnished in Exhibit 99.1 to the Original Form 8-K to give effect to adjustments to the Company’s allowance for credit losses made subsequent to quarter end.
Item 2.02 Results of Operations and Financial Conditions
On August 1, 2025, the Company filed the Original Form 8-K in which it furnished a copy of the press release announcing its financial results for the quarter ended June 30, 2025 (the “Original Press Release”). The Company is now filing this Amendment to furnish a revised press release (the “Revised Press Release”) to give effect to adjustments to the Company’s allowance for credit losses made subsequent to quarter end.
The Original Press Release reported a provision to the credit allowance of $14.7 million for the second quarter of 2025. The Revised Press Release reports a provision to the credit allowance of $16.6 million. Additionally, the Original Press Release reported First Guaranty’s allowance for credit losses as 2.36% of total loans as of June 30, 2025. The Revised Press Release reports First Guaranty’s allowance for credit losses as 2.44% of total loans as of June 30, 2025.
The Original Press Release previously reported that total assets decreased $1.6 million and were $4.0 billion at June 30, 2025 compared to December 31, 2024. The Revised Press Release reports a decrease in total assets of $3.1 million as of June 30, 2025. Additionally, the Original Press Release reported retained earnings of $59.6 million and shareholder’s equity of $264.6 million at June 30, 2025; the Revised Press Release reports retained earnings of $58.1 million and shareholders’ equity of $263.1 million at June 30, 2025.
In the Original Press Release, net (loss) income for the three months ended June 30, 2025 and 2024 was reported as $(5.8) million and $7.2 million respectively, a decrease of $13.0 million. The Revised Press Release reports net (loss) income for the three months ended June 30, 2025 and 2024 as $(7.3) million and $7.2 million respectively, a decrease of $14.5 million. For the six months ended June 30, 2025 and 2024, the Original Press Release reported net (loss) income as $(12.0) million and $9.5 million, respectively, a decrease of $21.5 million. The Revised Press Release reports net (loss) income for the six months ended June 30, 2025 and 2024 as $(13.5) million and $9.5 million, respectively, a decrease of $23.0 million.
The Original Press Release reported (loss) earnings per common share as $(0.50) and $0.53 for the three months ended June 30, 2025 and 2024, respectively. The Revised Press Release reports (loss) earnings per common share as $(0.61) and $0.53 for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, the Original Press Release reported loss (earnings) per common share as $(1.04) and $0.67, respectively. The Revised Press Release reports loss (earnings) per common share as $(1.15) and $0.67 for the six months ended June 30, 2025 and 2024, respectively.
The Original Press Release reported the provision for credit losses for the three months ended June 30, 2025 as $14.7 million compared to $6.8 million for the three months ended June 30, 2024. The Revised Press Release reports the provision for credit losses for the three months ended June 30, 2025 as $16.6 million, compared to $6.8 million for the three months ended June 30, 2024. For the six months ended June 30, 2025, the Original Press Release reported the provision for credit losses as $29.3 million compared to $9.1 million for the six months ended June 30, 2024. The Revised Press Release reports the provision for credit losses for the six months ended June 30, 2025 as $31.2 million compared to $9.1 million for the six months ended June 30, 2024.
The Original Press Release reported that the allowance for credit losses totaled $57.0 million at June 30, 2025, and $34.8 million at December 31, 2024. The Revised Press Release reports that the allowance for credit losses totaled $58.9 million at June 30, 2025, and $34.8 million at December 31, 2024.
The Original Press Release reported the return on average assets for the three months ended June 30, 2025 and 2024 as (0.60)% and 0.81%, respectively. The Revised Press Release reports the return on average assets for the three months ended June 30, 2025 and 2024 as (0.75)% and 0.81% respectively. For the six months ended June 30, 2025 and 2024, the Original Press Release reported the return on average assets as (0.61)% and 0.54%, respectively. The Revised Press Release reports the return on average assets for the six months ended June 30, 2025 and 2024 as (0.69)% and 0.54%, respectively.
The Original Press Release reported the return on average common equity for the three months ended June 30, 2025 and 2024 as (11.66)% and 12.16%, respectively. The Revised Press Release reports the return on average common equity for the three months ended June 30, 2025 and 2024 as (14.33)% and 12.16%, respectively. For the six months ended June 30, 2025 and 2024, the Original Press Release reported the return on average common equity as (11.97)% and 7.66%, respectively. The Revised Press Release reports the return on average common equity for the six months ended June 30, 2025 and 2024 as (13.31)% and 7.66%, respectively. Return on average assets is calculated by dividing annualized net income by average assets. Return on average common equity is calculated by dividing annualized net income by average common equity.
The Original Press Release reported book value per common shares as $15.31 as of June 30, 2025, compared to $17.75 as of December 31, 2024. The Revised Press Release reports book value per common share as $15.21 as of June 30, 2025, compared to $17.75 as of December 31, 2024.
The Revised 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 |
|---|---|
| (d) | Exhibits |
| Exhibit No. | Description |
| 99.1 | Press Release dated August 18, 2025. |
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: August 18, 2025 | ||
| By: | /s/Eric J. Dosch | |
| Eric J. Dosch | ||
| Chief Financial Officer |
Document
EXHIBIT 99.1
AUGUST 18, 2025
NEWS FOR IMMEDIATE RELEASE
CONTACT: ERIC J. DOSCH, CFO
985.375.0308
First Guaranty Bancshares, Inc. Announces Second Quarter 2025 Financial Results
Hammond, Louisiana, August 18, 2025 – First Guaranty Bancshares, Inc. ("First Guaranty") (NASDAQ: FGBI), the holding company for First Guaranty Bank, announced its unaudited financial results for the second quarter and six months ending June 30, 2025.
Financial Highlights for the second quarter and six months ended June 30, 2025, are as follows:
•First Guaranty continued with its business strategy to reduce risk in the loan portfolio during the second quarter of 2025. Non-performing assets were reduced by $6.8 million as compared to March 31, 2025. This was primarily accomplished through a successful workout structure associated with a previous commercial real estate loan on non-accrual collateralized by an assisted living center loan located in Alabama. Additionally, in July 2025 First Guaranty sold an $8.8 million non-accrual loan secured by a shopping center located in the Mid-West. First Guaranty’s largest OREO property, a $7.4 million land development loan in Texas, is under a sales agreement with an anticipated sale in the fourth quarter of 2025.
•First Guaranty recorded a provision to the credit allowance of $16.6 million for the second quarter of 2025. The primary driver for the provision was related to specific reserves on individually evaluated loans and increased reserves due to the recent loan portfolio trends. First Guaranty’s allowance for credit losses was 2.44% of total loans as of June 30, 2025. Subsequent to the filing of First Guaranty’s press release on July 31, 2025 First Guaranty made an additional provision of $1.9 million to the credit allowance. The additional provision was associated with two loans that were individually evaluated for impairment.
•First Guaranty continued with its expense reduction plans in the second quarter of 2025. Noninterest expense totaled $17.3 million in the second quarter of 2025, a decline of $0.8 million compared to the first quarter of 2025. The decline was primarily due to reduced personnel expense and reduced professional fees as the bank did not sell any loans in the second quarter. Comparing the second quarter of 2025 with the second quarter of 2024, First Guaranty reduced noninterest expense by $3.3 million. This translates into an annual run rate savings of approximately $13.4 million which is line with First Guaranty’s strategic plans previously announced in the second quarter of 2024.
•First Guaranty loan balances declined to $2.41 billion at June 30, 2025 compared to $2.51 billion at March 31, 2025, $2.69 billion at December 31, 2024, and $2.77 billion at September 30, 2024. The reduction in loan balances occurred due to participations, payoffs, write offs, loan sales and loan amortization. The continued reduction was part of First Guaranty’s strategy to reduce loan concentration risk particularly related to commercial real estate loans. Total real estate secured loans declined to $1.94 billion at June 30, 2025 compared to $2.02 billion at March 31, 2025, $2.14 billion at December 31, 2024 and $2.16 billion at September 30, 2024. First Guaranty’s unfunded loan commitments for commercial real estate construction declined to $35 million at June 30, 2025 compared to $58 million at March 31, 2025, $72 million at December 31, 2024 and $108 million at September 30, 2024. First Guaranty anticipates continuing to reduce commercial real estate secured loans in 2025.
•Total assets decreased $3.1 million and were $4.0 billion at June 30, 2025 compared to December 31, 2024. Total loans at June 30, 2025 were $2.4 billion, a decrease of $283.3 million, or 10.5%, compared with December 31, 2024. Total deposits were $3.5 billion at June 30, 2025, a decrease of $5.1 million, or 0.1%, compared with December 31, 2024. Retained earnings were $58.1 million at June 30, 2025, a decrease of $14.9 million compared to $73.0 million at December 31, 2024. Shareholders' equity was $263.1 million and $255.0 million at June 30, 2025 and December 31, 2024, respectively.
•Net (loss) income for the three months ended June 30, 2025 and 2024 was $(7.3) million and $7.2 million respectively, a decrease of $14.5 million. Net (loss) income for the six months ended June 30, 2025 and 2024 was $(13.5) million and $9.5 million, respectively, a decrease of $23.0 million. The provision for credit losses was the primary driver for the loss as net interest income and noninterest income were stable for the quarter and noninterest expense declined. Net (loss) income for the three and six months ended June 30, 2025 decreased by $1.5 million subsequent to the filing of First Guaranty's press release on July 31, 2025 as a result of the additional provision for credit losses noted above.
•(Loss) earnings per common share were $(0.61) and $0.53 for the three months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,910,785 and 12,504,717 for the three months ended June 30, 2025 and 2024, respectively. (Loss) earnings per common share were $(1.15) and $0.67 for the six months ended June 30, 2025 and 2024, respectively. Total weighted average shares outstanding were 12,709,905 and 12,497,313 for the six months ended June 30, 2025 and 2024, respectively. The change in shares was primarily due to the conversion of $15.0 million in subordinated debt to common stock and the issuance of 358,680 shares of common stock under private placement during the second quarter of 2025.
•The allowance for credit losses was 2.44% of total loans at June 30, 2025 compared to 1.29% at December 31, 2024.
•Net interest income for the three months ended June 30, 2025 was $22.2 million compared to $21.2 million for the three months ended June 30, 2024. Net interest income for the six months ended June 30, 2025 was $44.5 million compared to $43.2 million for the six months ended June 30, 2024.
•The provision for credit losses for the three months ended June 30, 2025 was $16.6 million compared to $6.8 million for the three months ended June 30, 2024. The provision for credit losses for the six months ended June 30, 2025 was $31.2 million compared to $9.1 million for the six months ended June 30, 2024.
•Charge-offs were $1.1 million during the three months ended June 30, 2025 and $8.8 million during the same period in 2024. Recoveries totaled $0.2 million during the three months ended June 30, 2025 and $0.3 million during the same period in 2024. Charge-offs were $8.0 million during the six months ended June 30, 2025 and $11.1 million during the same period in 2024. Recoveries totaled $0.4 million during the six months ended June 30, 2025 and $0.5 million during the same period in 2024.
•First Guaranty had $7.7 million of other real estate owned as of June 30, 2025 compared to $0.3 million at December 31, 2024. $7.4 million of other real estate owned as of June 30, 2025 is comprised of a land development project that is under contract to be sold in the fourth quarter of 2025.
•The net interest margin for the three months ended June 30, 2025 was 2.34% which was a decrease of 14 basis points from the net interest margin of 2.48% for the same period in 2024. The net interest margin for the six months ended June 30, 2025 was 2.35% which was a decrease of 18 basis points from the net interest margin of 2.53% for the same period in 2024. Loans as a percentage of average interest earning assets decreased to 66.5% at June 30, 2025 compared to 81.1% at June 30, 2024.
•Investment securities totaled $719.7 million at June 30, 2025, an increase of $117.0 million when compared to $602.7 million at December 31, 2024. At June 30, 2025, available for sale securities, at fair value, totaled $397.6 million, an increase of $116.5 million when compared to $281.1 million at December 31, 2024. At June 30, 2025, held to maturity securities, at amortized cost and net of the allowance for credit losses totaled $322.1 million, an increase of $0.5 million when compared to $321.6 million at December 31, 2024. The allowance for credit losses for HTM securities was $0.2 million at June 30, 2025 and December 31, 2024.
•Total loans net of unearned income were $2.4 billion at June 30, 2025, a net decrease of $283.3 million from December 31, 2024. Total loans net of unearned income are reduced by the allowance for credit losses which totaled $58.9 million at June 30, 2025 and $34.8 million at December 31, 2024, respectively.
•Nonaccrual loans increased $10.7 million to $119.2 million at June 30, 2025 compared to $108.5 million at December 31, 2024. Nonaccrual loans decreased $14.2 million when compared to March 31, 2025.
•At June 30, 2025, the largest 6 non-performing loan relationships comprise 75% of total non-performing loans. Additional details on the non-performing relationships are as follows:
1.A $27.5 million loan relationship secured by an independent living center located in Louisiana; the loan was placed on nonaccrual in the fourth quarter of 2024.
2.A $25.9 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the fourth quarter of 2024.
3.A $15.6 million loan relationship secured by an assisted living center located in Louisiana; the loan was placed on nonaccrual in the second quarter of 2025.
4.A $8.8 million loan relationship was placed on nonaccrual at June 30, 2024. The loan relationship originally totaled $37.0 million and was secured by five retail shopping center properties located in the Midwest. First Guaranty initiated liquidation of the collateral with two properties sold in the fourth quarter of 2024 and two properties sold in the first quarter of 2025. The proceeds, net of charge-offs, reduced the balance to $8.8 million at March 31, 2025. This loan was subsequently sold and paid off in full during July 2025.
5.A $6.7 million loan relationship secured by a multifamily apartment complex located in Texas; the loan was placed on nonaccrual in the second quarter of 2025.
6.A $5.2 million loan relationship was placed on nonaccrual during the second quarter of 2025. The loan is secured by multifamily apartment complexes located in Louisiana.
•First Guaranty charged off $1.1 million in loan balances during the second quarter of 2025. The details of the $1.1 million in charged-off loans were as follows:
1.First Guaranty charged off $0.2 million in consumer loans during the second quarter of 2025. The consumer loan charge offs included $0.1 million in credit card loans, $0.1 million of loans secured by automobiles or equipment, and $0.1 million in unsecured loans.
2.First Guaranty charged off $0.3 million on a commercial and industrial loan during the second quarter of 2025. This relationship had no remaining principal balance as of June 30, 2025.
3.First Guaranty charged off $0.2 million on a commercial lease loan relationship during the second quarter of 2025. This relationship had a remaining principal balance of $1.2 million as of June 30, 2025.
4.Smaller loans and overdrawn deposit accounts comprised the remaining $0.4 million of charge-offs for the second quarter of 2025.
•Noninterest expense totaled $17.3 million for the second quarter of 2025, $18.0 million for the first quarter of 2025, $17.9 million for the fourth quarter of 2024, $19.7 million for the third quarter of 2024, and $20.6 million for the second quarter of 2024. Full time equivalent employees totaled 360 at June 30, 2025. Full time equivalent employees totaled 380 at March 31, 2025, 399 at December 31, 2024, and 495 at June 30, 2024.
•Return on average assets for the three months ended June 30, 2025 and 2024 was (0.75)% and 0.81%, respectively. Return on average assets for the six months ended June 30, 2025 and 2024 was (0.69)% and 0.54%, respectively. Return on average common equity for the three months ended June 30, 2025 and 2024 was (14.33)% and 12.16%, respectively. Return on average common equity for the six months ended June 30, 2025 and 2024 was (13.31)% and 7.66% respectively. Return on average assets is calculated by dividing annualized net income by average assets. Return on average common equity is calculated by dividing annualized net income by average common equity.
•Book value per common share was $15.21 as of June 30, 2025 compared to $17.75 as of December 31, 2024. The decrease was due primarily to the decrease in retained earnings and recent issuance of new shares, offset by changes in accumulated other comprehensive income ("AOCI"). AOCI is comprised of unrealized gains and losses on available for sale securities, including unrealized losses on available for sale securities at the time of transfer to held to maturity.
•First Guaranty's Board of Directors declared cash dividends of $0.01 and $0.16 per common share in the second quarter of 2025 and 2024. The reduction in the common stock dividend payment was done in order to increase capital as part of First Guaranty’s new business strategy announced in the third quarter of 2024. First Guaranty has paid 128 consecutive quarterly dividends as of June 30, 2025.
•First Guaranty paid preferred stock dividends of $1.2 million during the first six months of 2025 and 2024.
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-five 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.
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended with respect to the financial condition, liquidity, results of operations, and future performance of the business of First Guaranty Bancshares, Inc. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). Forward-looking statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would” and “could.” We caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. These forward-looking statements are subject to a number of factors and uncertainties, including, without limitation, the “Risk Factors” referenced in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q, and other risks and uncertainties listed from time to time in our reports and documents filed with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
No Offer or Solicitation
This release does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of First Guaranty. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
| FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY | |||
|---|---|---|---|
| CONSOLIDATED BALANCE SHEETS (unaudited) | |||
| (in thousands, except share data) | December 31, 2024 | ||
| Assets | |||
| Cash and cash equivalents: | |||
| Cash and due from banks | 714,313 | $ | 563,778 |
| Federal funds sold | 430 | ||
| Cash and cash equivalents | 564,208 | ||
| Interest-earning time deposits with banks | 250 | ||
| Investment securities: | |||
| Available for sale, at fair value | 281,097 | ||
| Held to maturity, at cost and net of allowance for credit losses of 150 (estimated fair value of 260,080 and 251,458 respectively) | 321,622 | ||
| Investment securities | 602,719 | ||
| Federal Home Loan Bank stock, at cost | 9,706 | ||
| Loans held for sale | — | ||
| Loans, net of unearned income | 2,693,780 | ||
| Less: allowance for credit losses | 34,811 | ||
| Net loans | 2,658,969 | ||
| Premises and equipment, net | 67,789 | ||
| Goodwill | 12,900 | ||
| Intangible assets, net | 3,474 | ||
| Other real estate, net | 319 | ||
| Accrued interest receivable | 14,850 | ||
| Other assets | 37,544 | ||
| Total Assets | 3,969,581 | $ | 3,972,728 |
| Liabilities and Shareholders' Equity | |||
| Deposits: | |||
| Noninterest-bearing demand | 442,267 | $ | 404,056 |
| Interest-bearing demand | 1,387,068 | ||
| Savings | 234,444 | ||
| Time | 1,450,692 | ||
| Total deposits | 3,476,260 | ||
| Short-term advances from Federal Home Loan Bank | — | ||
| Short-term borrowings | — | ||
| Repurchase agreements | 7,009 | ||
| Accrued interest payable | 20,437 | ||
| Long-term advances from Federal Home Loan Bank | 135,000 | ||
| Senior long-term debt | 15,169 | ||
| Junior subordinated debentures | 44,745 | ||
| Other liabilities | 19,059 | ||
| Total Liabilities | 3,717,679 | ||
| 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 authorized; 15,120,172 and 12,504,717 shares issued and outstanding | 12,505 | ||
| Surplus | 149,389 | ||
| Retained earnings | 72,965 | ||
| Accumulated other comprehensive (loss) income | (12,868) | ||
| Total Shareholders' Equity | 255,049 | ||
| Total Liabilities and Shareholders' Equity | 3,969,581 | $ | 3,972,728 |
| 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<br>June 30, | Six Months Ended<br>June 30, | |||||||||||
| (in thousands, except share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Interest Income: | ||||||||||||
| Loans (including fees) | $ | 41,013 | $ | 47,552 | $ | 83,982 | $ | 94,470 | ||||
| Deposits with other banks | 7,511 | 3,626 | 13,510 | 7,102 | ||||||||
| Securities (including FHLB stock) | 5,797 | 2,473 | 11,292 | 4,987 | ||||||||
| Total Interest Income | 54,321 | 53,651 | 108,784 | 106,559 | ||||||||
| Interest Expense: | ||||||||||||
| Demand deposits | 12,708 | 17,059 | 24,912 | 34,035 | ||||||||
| Savings deposits | 1,336 | 1,327 | 2,598 | 2,554 | ||||||||
| Time deposits | 15,196 | 10,446 | 31,086 | 20,018 | ||||||||
| Borrowings | 2,841 | 3,577 | 5,725 | 6,789 | ||||||||
| Total Interest Expense | 32,081 | 32,409 | 64,321 | 63,396 | ||||||||
| Net Interest Income | 22,240 | 21,242 | 44,463 | 43,163 | ||||||||
| Less: Provision for credit losses | 16,610 | 6,805 | 31,158 | 9,109 | ||||||||
| Net Interest Income after Provision for Credit Losses | 5,630 | 14,437 | 13,305 | 34,054 | ||||||||
| Noninterest Income: | ||||||||||||
| Service charges, commissions and fees | 834 | 795 | 1,683 | 1,528 | ||||||||
| ATM and debit card fees | 778 | 804 | 1,525 | 1,568 | ||||||||
| Net gains on securities | — | — | — | — | ||||||||
| Net gains on sale of loans | — | 10 | — | 10 | ||||||||
| Net gains on sale of assets | — | 13,207 | 4 | 13,213 | ||||||||
| Other | 544 | 710 | 1,298 | 1,515 | ||||||||
| Total Noninterest Income | 2,156 | 15,526 | 4,510 | 17,834 | ||||||||
| Total Business Revenue, Net of Provision for Credit Losses | 7,786 | 29,963 | 17,815 | 51,888 | ||||||||
| Noninterest Expense: | ||||||||||||
| Salaries and employee benefits | 7,843 | 10,440 | 16,284 | 20,340 | ||||||||
| Occupancy and equipment expense | 2,605 | 2,547 | 5,245 | 4,818 | ||||||||
| Other | 6,819 | 7,622 | 13,755 | 14,385 | ||||||||
| Total Noninterest Expense | 17,267 | 20,609 | 35,284 | 39,543 | ||||||||
| (Loss) Income Before Income Taxes | (9,481) | 9,354 | (17,469) | 12,345 | ||||||||
| Less: (Benefit) provision for income taxes | (2,178) | 2,153 | (4,000) | 2,834 | ||||||||
| Net (Loss) Income | (7,303) | 7,201 | (13,469) | 9,511 | ||||||||
| Less: Preferred stock dividends | 582 | 582 | 1,164 | 1,164 | ||||||||
| Net (Loss) Income Available to Common Shareholders | $ | (7,885) | $ | 6,619 | $ | (14,633) | $ | 8,347 | ||||
| Per Common Share: | ||||||||||||
| (Loss) Earnings | $ | (0.61) | $ | 0.53 | $ | (1.15) | $ | 0.67 | ||||
| Cash dividends paid | $ | 0.01 | $ | 0.16 | $ | 0.02 | $ | 0.32 | ||||
| Weighted Average Common Shares Outstanding | 12,910,785 | 12,504,717 | 12,709,905 | 12,497,313 | ||||||||
| See Notes to Consolidated Financial Statements | ||||||||||||
| FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited) | ||||||||||||
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||||
| (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 | $ | 676,456 | $ | 7,511 | 4.45 | % | $ | 271,113 | $ | 3,626 | 5.38 | % |
| Securities (including FHLB stock) | 671,090 | 5,797 | 3.46 | % | 370,926 | 2,473 | 2.68 | % | ||||
| Federal funds sold | 573 | — | — | % | 627 | — | — | % | ||||
| Loans held for sale | — | — | — | % | — | — | — | % | ||||
| Loans, net of unearned income (6) | 2,459,978 | 41,013 | 6.69 | % | 2,807,234 | 47,552 | 6.81 | % | ||||
| Total interest-earning assets | 3,808,097 | $ | 54,321 | 5.72 | % | 3,449,900 | $ | 53,651 | 6.25 | % | ||
| Noninterest-earning assets: | ||||||||||||
| Cash and due from banks | 20,676 | 20,264 | ||||||||||
| Premises and equipment, net | 66,172 | 70,790 | ||||||||||
| Other assets | 22,876 | 30,854 | ||||||||||
| Total Assets | $ | 3,917,821 | $ | 3,571,808 | ||||||||
| Liabilities and Shareholders' Equity | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||
| Demand deposits | $ | 1,367,486 | $ | 12,708 | 3.73 | % | $ | 1,519,363 | $ | 17,059 | 4.52 | % |
| Savings deposits | 243,589 | 1,336 | 2.20 | % | 231,166 | 1,327 | 2.31 | % | ||||
| Time deposits | 1,406,320 | 15,196 | 4.33 | % | 885,871 | 10,446 | 4.74 | % | ||||
| Borrowings | 200,862 | 2,841 | 5.67 | % | 239,114 | 3,577 | 6.02 | % | ||||
| Total interest-bearing liabilities | 3,218,257 | $ | 32,081 | 4.00 | % | 2,875,514 | $ | 32,409 | 4.53 | % | ||
| Noninterest-bearing liabilities: | ||||||||||||
| Demand deposits | 406,409 | 420,957 | ||||||||||
| Other | 39,427 | 23,342 | ||||||||||
| Total Liabilities | 3,664,093 | 3,319,813 | ||||||||||
| Shareholders' equity | 253,728 | 251,995 | ||||||||||
| Total Liabilities and Shareholders' Equity | $ | 3,917,821 | $ | 3,571,808 | ||||||||
| Net interest income | $ | 22,240 | $ | 21,242 | ||||||||
| Net interest rate spread (1) | 1.72 | % | 1.72 | % | ||||||||
| Net interest-earning assets (2) | $ | 589,840 | $ | 574,386 | ||||||||
| Net interest margin (3), (4) | 2.34 | % | 2.48 | % | ||||||||
| Average interest-earning assets to interest-bearing liabilities | 118.33 | % | 119.98 | % |
(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 2.35% and 2.47% for the above periods ended June 30, 2025 and 2024 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2025 and 2024 respectively.
(5)Annualized.
(6)Includes loan fees of $1.2 million and $2.0 million for the three months ended June 30, 2025 and 2024 respectively.
| FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited) | ||||||||||||
| Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | |||||||||||
| (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 | $ | 612,331 | $ | 13,510 | 4.45 | % | $ | 266,547 | $ | 7,102 | 5.36 | % |
| Securities (including FHLB stock) | 664,386 | 11,292 | 3.43 | % | 381,570 | 4,987 | 2.63 | % | ||||
| Federal funds sold | 523 | — | — | % | 478 | — | — | % | ||||
| Loans held for sale | 1,705 | — | — | % | — | — | — | % | ||||
| Loans, net of unearned income (6) | 2,541,990 | 83,982 | 6.66 | % | 2,784,384 | 94,470 | 6.82 | % | ||||
| Total interest-earning assets | 3,820,935 | $ | 108,784 | 5.74 | % | 3,432,979 | $ | 106,559 | 6.24 | % | ||
| Noninterest-earning assets: | ||||||||||||
| Cash and due from banks | 20,517 | 19,650 | ||||||||||
| Premises and equipment, net | 66,550 | 70,445 | ||||||||||
| Other assets | 26,847 | 29,345 | ||||||||||
| Total Assets | $ | 3,934,849 | $ | 3,552,419 | ||||||||
| Liabilities and Shareholders' Equity | ||||||||||||
| Interest-bearing liabilities: | ||||||||||||
| Demand deposits | $ | 1,370,630 | $ | 24,912 | 3.67 | % | $ | 1,530,063 | $ | 34,035 | 4.47 | % |
| Savings deposits | 240,265 | 2,598 | 2.18 | % | 227,562 | 2,554 | 2.26 | % | ||||
| Time deposits | 1,423,912 | 31,086 | 4.40 | % | 868,292 | 20,018 | 4.64 | % | ||||
| Borrowings | 201,441 | 5,725 | 5.73 | % | 233,635 | 6,789 | 5.84 | % | ||||
| Total interest-bearing liabilities | 3,236,248 | $ | 64,321 | 4.01 | % | 2,859,552 | $ | 63,396 | 4.46 | % | ||
| Noninterest-bearing liabilities: | ||||||||||||
| Demand deposits | 404,214 | 420,437 | ||||||||||
| Other | 39,679 | 20,258 | ||||||||||
| Total Liabilities | 3,680,141 | 3,300,247 | ||||||||||
| Shareholders' equity | 254,708 | 252,172 | ||||||||||
| Total Liabilities and Shareholders' Equity | $ | 3,934,849 | $ | 3,552,419 | ||||||||
| Net interest income | $ | 44,463 | $ | 43,163 | ||||||||
| Net interest rate spread (1) | 1.73 | % | 1.78 | % | ||||||||
| Net interest-earning assets (2) | $ | 584,687 | $ | 573,427 | ||||||||
| Net interest margin (3), (4) | 2.35 | % | 2.53 | % | ||||||||
| Average interest-earning assets to interest-bearing liabilities | 118.07 | % | 120.05 | % |
(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 2.35% and 2.53% for the above periods ended June 30, 2025 and 2024 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended June 30, 2025 and 2024 respectively.
(5)Annualized.
(6)Includes loan fees of $2.8 million and $4.0 million for the six months ended June 30, 2025 and 2024 respectively.
The following table summarizes the components of First Guaranty's loan portfolio as of June 30, 2025, March 31, 2025, December 31, 2024,and September 30, 2024:
| June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (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 | $ | 268,828 | 11.1 | % | $ | 288,291 | 11.4 | % | $ | 330,048 | 12.2 | % | $ | 323,123 | 11.6 | % |
| Farmland | 32,267 | 1.3 | % | 29,961 | 1.2 | % | 35,991 | 1.3 | % | 39,569 | 1.4 | % | ||||
| 1- 4 Family | 440,465 | 18.2 | % | 444,373 | 17.6 | % | 450,371 | 16.7 | % | 471,885 | 17.0 | % | ||||
| Multifamily | 144,864 | 6.0 | % | 144,518 | 5.7 | % | 165,121 | 6.1 | % | 162,243 | 5.8 | % | ||||
| Non-farm non-residential | 1,052,503 | 43.5 | % | 1,117,174 | 44.4 | % | 1,159,842 | 42.9 | % | 1,165,552 | 42.0 | % | ||||
| Total Real Estate | 1,938,927 | 80.1 | % | 2,024,317 | 80.3 | % | 2,141,373 | 79.2 | % | 2,162,372 | 77.8 | % | ||||
| Non-Real Estate: | ||||||||||||||||
| Agricultural | 42,831 | 1.8 | % | 37,599 | 1.5 | % | 40,722 | 1.5 | % | 47,552 | 1.7 | % | ||||
| Commercial and industrial(1) | 238,144 | 9.9 | % | 234,511 | 9.3 | % | 257,518 | 9.5 | % | 274,441 | 9.9 | % | ||||
| Commercial leases | 159,209 | 6.6 | % | 183,993 | 7.3 | % | 220,200 | 8.2 | % | 248,563 | 9.0 | % | ||||
| Consumer and other | 38,240 | 1.6 | % | 39,773 | 1.6 | % | 42,267 | 1.6 | % | 45,672 | 1.6 | % | ||||
| Total Non-Real Estate | 478,424 | 19.9 | % | 495,876 | 19.7 | % | 560,707 | 20.8 | % | 616,228 | 22.2 | % | ||||
| Total loans before unearned income | 2,417,351 | 100.0 | % | 2,520,193 | 100.0 | % | 2,702,080 | 100.0 | % | 2,778,600 | 100.0 | % | ||||
| Unearned income | (6,846) | (7,405) | (8,300) | (8,949) | ||||||||||||
| Total loans net of unearned income | $ | 2,410,505 | $ | 2,512,788 | $ | 2,693,780 | $ | 2,769,651 |
The table below sets forth the amounts and categories of our nonperforming assets at the dates indicated.
| (in thousands) | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Nonaccrual loans: | ||||||||||||
| Real Estate: | ||||||||||||
| Construction and land development | $ | 1,766 | $ | 11,502 | $ | 3,624 | $ | 2,815 | ||||
| Farmland | 1,785 | 2,177 | 2,619 | 1,189 | ||||||||
| 1- 4 family | 11,866 | 10,582 | 10,053 | 9,563 | ||||||||
| Multifamily | 34,668 | 26,533 | 27,542 | 537 | ||||||||
| Non-farm non-residential | 59,668 | 72,949 | 54,171 | 42,414 | ||||||||
| Total Real Estate | 109,753 | 123,743 | 98,009 | 56,518 | ||||||||
| Non-Real Estate: | ||||||||||||
| Agricultural | 1,782 | 1,798 | 1,992 | 1,968 | ||||||||
| Commercial and industrial | 5,567 | 6,152 | 6,762 | 3,711 | ||||||||
| Commercial leases | 1,961 | 1,533 | 1,533 | 3,334 | ||||||||
| Consumer and other | 116 | 167 | 233 | 257 | ||||||||
| Total Non-Real Estate | 9,426 | 9,650 | 10,520 | 9,270 | ||||||||
| Total nonaccrual loans | 119,179 | 133,393 | 108,529 | 65,788 | ||||||||
| Loans 90 days and greater delinquent & accruing: | ||||||||||||
| Real Estate: | ||||||||||||
| Construction and land development | — | — | 7,394 | — | ||||||||
| Farmland | — | — | — | — | ||||||||
| 1- 4 family | — | — | — | 77 | ||||||||
| Multifamily | — | — | — | — | ||||||||
| Non-farm non-residential | 284 | 387 | 4,108 | — | ||||||||
| Total Real Estate | 284 | 387 | 11,502 | 77 | ||||||||
| Non-Real Estate: | ||||||||||||
| Agricultural | — | — | — | — | ||||||||
| Commercial and industrial | — | — | — | — | ||||||||
| Commercial leases | — | — | — | — | ||||||||
| Consumer and other | — | — | — | — | ||||||||
| Total Non-Real Estate | — | — | — | — | ||||||||
| Total loans 90 days and greater delinquent & accruing | 284 | 387 | 11,502 | 77 | ||||||||
| Total non-performing loans | 119,463 | 133,780 | 120,031 | 65,865 | ||||||||
| Real Estate Owned: | ||||||||||||
| Real Estate Loans: | ||||||||||||
| Construction and land development | 7,384 | — | 226 | 203 | ||||||||
| Farmland | — | — | — | — | ||||||||
| 1- 4 family | 192 | 62 | 3 | 267 | ||||||||
| Multifamily | — | — | — | — | ||||||||
| Non-farm non-residential | 81 | 90 | 90 | 690 | ||||||||
| Total Real Estate | 7,657 | 152 | 319 | 1,160 | ||||||||
| Non-Real Estate Loans: | ||||||||||||
| Agricultural | — | — | — | — | ||||||||
| Commercial and industrial | — | — | — | — | ||||||||
| Commercial leases | — | — | — | — | ||||||||
| Consumer and other | — | — | — | — | ||||||||
| Total Non-Real Estate | — | — | — | — | ||||||||
| Total Real Estate Owned | 7,657 | 152 | 319 | 1,160 | ||||||||
| Total non-performing assets | $ | 127,120 | $ | 133,932 | $ | 120,350 | $ | 67,025 | ||||
| Non-performing assets to total loans | 5.27 | % | 5.33 | % | 4.47 | % | 2.42 | % | ||||
| Non-performing assets to total assets | 3.20 | % | 3.50 | % | 3.03 | % | 1.71 | % | ||||
| Non-performing loans to total loans | 4.96 | % | 5.32 | % | 4.46 | % | 2.38 | % | ||||
| Nonaccrual loans to total loans | 4.94 | % | 5.31 | % | 4.03 | % | 2.38 | % | ||||
| Allowance for credit losses to nonaccrual loans | 49.40 | % | 32.25 | % | 32.08 | % | 50.59 | % | ||||
| Net loan charge-offs to average loans | 0.60 | % | 1.03 | % | 0.64 | % | 0.62 | % |
The following table presents, for the periods indicated, the major categories of other noninterest expense:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||
| Other noninterest expense: | ||||||||
| Legal and professional fees | $ | 671 | $ | 1,504 | $ | 1,759 | $ | 2,477 |
| Data processing | 349 | 406 | 686 | 783 | ||||
| ATM fees | 502 | 394 | 852 | 813 | ||||
| Marketing and public relations | 163 | 370 | 404 | 703 | ||||
| Taxes - sales, capital, and franchise | 543 | 607 | 1,043 | 1,211 | ||||
| Operating supplies | 49 | 105 | 86 | 206 | ||||
| Software expense and amortization | 1,188 | 1,367 | 2,404 | 2,620 | ||||
| Travel and lodging | 126 | 260 | 198 | 487 | ||||
| Telephone | 104 | 137 | 195 | 242 | ||||
| Amortization of core deposit intangibles | 174 | 174 | 348 | 348 | ||||
| Donations | 82 | 108 | 140 | 183 | ||||
| Net costs from other real estate and repossessions | 24 | 179 | 74 | 383 | ||||
| Regulatory assessment | 1,609 | 989 | 3,153 | 1,922 | ||||
| Other | 1,235 | 1,022 | 2,413 | 2,007 | ||||
| Total other noninterest expense | $ | 6,819 | $ | 7,622 | $ | 13,755 | $ | 14,385 |
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 June 30, | At December 31, | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands except for share data and %) | 2025 | 2024 | 2023 | 2022 | 2021 | ||||||||||
| Tangible Common Equity | |||||||||||||||
| Total shareholders' equity | $ | 263,088 | $ | 255,049 | $ | 249,631 | $ | 234,991 | $ | 223,889 | |||||
| Adjustments: | |||||||||||||||
| Preferred | 33,058 | 33,058 | 33,058 | 33,058 | 33,058 | ||||||||||
| Goodwill | 12,900 | 12,900 | 12,900 | 12,900 | 12,900 | ||||||||||
| Acquisition intangibles | 2,614 | 2,962 | 3,658 | 4,355 | 5,051 | ||||||||||
| Other intangibles | 100 | 100 | 100 | — | — | ||||||||||
| Tangible common equity | $ | 214,416 | $ | 206,029 | $ | 199,915 | $ | 184,678 | $ | 172,880 | |||||
| Common shares outstanding | 15,120,172 | 12,504,717 | 12,475,424 | 10,716,796 | 10,716,796 | ||||||||||
| Book value per common share | $ | 15.21 | $ | 17.75 | $ | 17.36 | $ | 18.84 | $ | 17.81 | |||||
| Tangible book value per common share | $ | 14.18 | $ | 16.48 | $ | 16.03 | $ | 17.23 | $ | 16.13 | |||||
| Tangible Assets | |||||||||||||||
| Total Assets | $ | 3,969,581 | $ | 3,972,728 | $ | 3,552,772 | $ | 3,151,347 | $ | 2,878,120 | |||||
| Adjustments: | |||||||||||||||
| Goodwill | 12,900 | 12,900 | 12,900 | 12,900 | 12,900 | ||||||||||
| Acquisition intangibles | 2,614 | 2,962 | 3,658 | 4,355 | 5,051 | ||||||||||
| Other intangibles | 100 | 100 | 100 | — | — | ||||||||||
| Tangible Assets | $ | 3,953,967 | $ | 3,956,766 | $ | 3,536,114 | $ | 3,134,092 | $ | 2,860,169 | |||||
| Tangible common equity to tangible assets | 5.42 | % | 5.21 | % | 5.65 | % | 5.89 | % | 6.04 | % |