fgbi-20240429

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 29, 2024

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

FGBI

The Nasdaq Stock Market LLC

Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)

FGBIP

The Nasdaq Stock Market LLC

Item 2.02. Results of Operations and Financial Condition

On April 29, 2024, First Guaranty Bancshares, Inc. issued a press release reporting its financial results at and for the three months ended March 31, 2024.

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 April 29, 2024.

Forward Looking Statements

This letter 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.

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 29, 2024
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number			Description
Exhibit 99.1			Press Release April 29, 2024 "First Guaranty Bancshares, Inc. Announces First Quarter 2024 Results."

Document

EXHIBIT 99.1


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (unaudited)

(in thousands, except share data)	March 31, 2024		December 31, 2023
Assets
Cash and cash equivalents:
Cash and due from banks	$	331,592	$	286,114
Federal funds sold	465		341
Cash and cash equivalents	332,057		286,455

Investment securities:
Available for sale, at fair value	37,752		83,485
Held to maturity, at cost and net of allowance for credit losses of $80 (estimated fair value of $251,627 and $253,584 respectively)	320,901		320,638
Investment securities	358,653		404,123

Federal Home Loan Bank stock, at cost	10,410		13,390
Loans held for sale	—		—

Loans, net of unearned income	2,752,230		2,748,708
Less: allowance for credit losses	31,450		30,926
Net loans	2,720,780		2,717,782

Premises and equipment, net	70,646		69,792
Goodwill	12,900		12,900
Intangible assets, net	4,088		4,298
Other real estate, net	1,284		1,250
Accrued interest receivable	17,339		15,713
Other assets	27,634		27,069
Total Assets	$	3,555,791	$	3,552,772

Liabilities and Shareholders' Equity
Deposits:
Noninterest-bearing demand	$	415,113	$	442,755
Interest-bearing demand	1,556,257		1,526,628
Savings	229,098		218,986
Time	863,408		820,725
Total deposits	3,063,876		3,009,094

Short-term advances from Federal Home Loan Bank	—		50,000
Short-term borrowings	—		10,000
Repurchase agreements	6,834		6,297
Accrued interest payable	10,182		11,807
Long-term advances from Federal Home Loan Bank	155,000		155,000
Senior long-term debt	18,102		39,099
Junior subordinated debentures	44,700		15,000
Other liabilities	6,777		6,844
Total Liabilities	3,305,471		3,303,141

Shareholders' Equity
Preferred stock, Series A - $1,000 par value - 100,000 shares authorized
Non-cumulative perpetual; 34,500 issued and outstanding	33,058		33,058
Common stock, $1 par value - 100,600,000 shares authorized; 12,504,717 and 12,475,424 shares issued and outstanding	12,505		12,475
Surplus	149,389		149,085
Retained earnings	67,699		67,972
Accumulated other comprehensive (loss) income	(12,331)		(12,959)
Total Shareholders' Equity	250,320		249,631
Total Liabilities and Shareholders' Equity	$	3,555,791	$	3,552,772
See Notes to Consolidated Financial Statements


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
	Three Months Ended March 31,
(in thousands, except share data)		2024		2023
Interest Income:
Loans (including fees)		$	46,918	$	38,149
Deposits with other banks		3,476		751
Securities (including FHLB stock)		2,514		2,387
Total Interest Income		52,908		41,287

Interest Expense:
Demand deposits		16,976		13,049
Savings deposits		1,227		579
Time deposits		9,572		3,576
Borrowings		3,212		1,782
Total Interest Expense		30,987		18,986

Net Interest Income		21,921		22,301
Less: Provision for credit losses		2,304		314
Net Interest Income after Provision for Credit Losses		19,617		21,987

Noninterest Income:
Service charges, commissions and fees		733		785
ATM and debit card fees		764		825
Net gains (losses) on securities		—		—
Net gains on sale of loans		—		12
Other		811		1,082
Total Noninterest Income		2,308		2,704

Total Business Revenue, Net of Provision for Credit Losses		21,925		24,691

Noninterest Expense:
Salaries and employee benefits		9,900		10,004
Occupancy and equipment expense		2,271		2,202
Other		6,763		7,960
Total Noninterest Expense		18,934		20,166

Income Before Income Taxes		2,991		4,525
Less: Provision for income taxes		681		1,057
Net Income		2,310		3,468
Less: Preferred stock dividends		582		582
Net Income Available to Common Shareholders		$	1,728	$	2,886

Per Common Share:
Earnings		$	0.14	$	0.27
Cash dividends paid		$	0.16	$	0.16

Weighted Average Common Shares Outstanding		12,489,910		10,716,796
See Notes to Consolidated Financial Statements


FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED AVERAGE BALANCE SHEETS (unaudited)

	Three Months Ended March 31, 2024						Three Months Ended March 31, 2023
(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	$	261,981	$	3,476	5.34	%	$	72,506	$	751	4.20	%
Securities (including FHLB stock)	392,214		2,514		2.58	%	426,625		2,387		2.27	%
Federal funds sold	329		—		—	%	431		—		—	%
Loans held for sale	—		—		—	%	—		—		—	%
Loans, net of unearned income (6)	2,761,533		46,918		6.83	%	2,528,622		38,149		6.12	%
Total interest-earning assets	3,416,057		$	52,908	6.23	%	3,028,184		$	41,287	5.53	%

Noninterest-earning assets:
Cash and due from banks	19,036						19,269
Premises and equipment, net	70,101						58,152
Other assets	27,836						26,737
Total Assets	$	3,533,030					$	3,132,342

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
Demand deposits	$	1,540,763	$	16,976	4.43	%	$	1,488,105	$	13,049	3.56	%
Savings deposits	223,959		1,227		2.20	%	204,271		579		1.15	%
Time deposits	850,712		9,572		4.53	%	561,154		3,576		2.58	%
Borrowings	228,157		3,212		5.66	%	120,803		1,782		5.98	%
Total interest-bearing liabilities	2,843,591		$	30,987	4.38	%	2,374,333		$	18,986	3.24	%

Noninterest-bearing liabilities:
Demand deposits	419,916						510,302
Other	17,174						12,749
Total Liabilities	3,280,681						2,897,384

Shareholders' equity	252,349						234,958
Total Liabilities and Shareholders' Equity	$	3,533,030					$	3,132,342
Net interest income			$	21,921					$	22,301

Net interest rate spread (1)					1.85	%					2.29	%
Net interest-earning assets (2)	$	572,466					$	653,851
Net interest margin (3), (4)					2.58	%					2.99	%

Average interest-earning assets to interest-bearing liabilities					120.13	%					127.54	%

(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 2.58% and 2.99% for the above periods ended March 31, 2024 and 2023 respectively. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the above periods ended March 31, 2024 and 2023 respectively.

(5)Annualized.

(6)Includes loan fees of $2.0 million and $1.4 million for the three months ended March 31, 2024 and 2023 respectively. PPP loan fee income of $0 and $5,000 was recognized for the three months ended March 31, 2024 and 2023 respectively.

The following table summarizes the components of First Guaranty's loan portfolio as of March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023:


	March 31, 2024				December 31, 2023				September 30, 2023				June 30, 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	$	328,090	11.9	%	$	399,435	14.5	%	$	342,246	12.6	%	$	301,259	11.6	%
Farmland	37,534		1.3	%	32,530		1.2	%	31,361		1.1	%	29,398		1.1	%
1- 4 Family	456,659		16.5	%	444,850		16.1	%	419,045		15.5	%	406,148		15.6	%
Multifamily	165,148		6.0	%	118,921		4.3	%	121,206		4.5	%	121,342		4.7	%
Non-farm non-residential	1,133,516		41.1	%	1,045,865		37.9	%	1,052,750		38.9	%	1,025,073		39.5	%
Total Real Estate	2,120,947		76.8	%	2,041,601		74.0	%	1,966,608		72.6	%	1,883,220		72.5	%
Non-Real Estate:
Agricultural	43,422		1.6	%	41,008		1.5	%	47,949		1.8	%	47,924		1.8	%
Commercial and industrial(1)	293,292		10.6	%	334,972		12.1	%	354,836		13.1	%	338,023		13.0	%
Commercial leases	253,016		9.2	%	285,415		10.4	%	292,208		10.8	%	282,161		10.9	%
Consumer and other	49,458		1.8	%	54,485		2.0	%	46,068		1.7	%	47,771		1.8	%
Total Non-Real Estate	639,188		23.2	%	715,880		26.0	%	741,061		27.4	%	715,879		27.5	%
Total loans before unearned income	2,760,135		100.0	%	2,757,481		100.0	%	2,707,669		100.0	%	2,599,099		100.0	%
Unearned income	(7,905)				(8,773)				(8,276)				(8,433)
Total loans net of unearned income	$	2,752,230			$	2,748,708			$	2,699,393			$	2,590,666

(1) Includes PPP loans fully guaranteed by the SBA of $2.6 million, $2.8 million, $3.1 million, and $5.4 million at March 31, 2024, December 31, 2023, September 30, 2023, and June 30, 2023, respectively.

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


(in thousands)	March 31, 2024			December 31, 2023			September 30, 2023			June 30, 2023
Nonaccrual loans:
Real Estate:
Construction and land development	$	598		$	530		$	664		$	518
Farmland	903			836			874			867
1- 4 family	8,157			6,985			6,827			6,320
Multifamily	537			537			537			537
Non-farm non-residential	9,733			9,740			8,403			8,285
Total Real Estate	19,928			18,628			17,305			16,527
Non-Real Estate:
Agricultural	1,658			1,369			1,378			1,375
Commercial and industrial	4,691			1,581			2,827			2,167
Commercial leases	1,799			1,799			1,799			1,818
Consumer and other	530			1,810			2,246			2,016
Total Non-Real Estate	8,678			6,559			8,250			7,376
Total nonaccrual loans	28,606			25,187			25,555			23,903

Loans 90 days and greater delinquent & accruing:
Real Estate:
Construction and land development	—			—			182			182
Farmland	—			—			2,693			—
1- 4 family	—			124			593			295
Multifamily	—			—			—			—
Non-farm non-residential	14,600			14,711			956			—
Total Real Estate	14,600			14,835			4,424			477
Non-Real Estate:
Agricultural	58			57			61			61
Commercial and industrial	—			395			3,659			—
Commercial leases	—			—			—			—
Consumer and other	—			—			—			—
Total Non-Real Estate	58			452			3,720			61
Total loans 90 days and greater delinquent & accruing	14,658			15,287			8,144			538

Total non-performing loans	43,264			40,474			33,699			24,441

Real Estate Owned:
Real Estate Loans:
Construction and land development	282			251			251			251
Farmland	—			—			—			—
1- 4 family	312			309			194			248
Multifamily	—			—			—			—
Non-farm non-residential	690			690			690			774
Total Real Estate	1,284			1,250			1,135			1,273
Non-Real Estate Loans:
Agricultural	—			—			—			—
Commercial and industrial	—			—			—			—
Commercial leases	—			—			—			—
Consumer and other	—			—			—			—
Total Non-Real Estate	—			—			—			—
Total Real Estate Owned	1,284			1,250			1,135			1,273

Total non-performing assets	$	44,548		$	41,724		$	34,834		$	25,714

Non-performing assets to total loans	1.62		%	1.52		%	1.29		%	0.99		%
Non-performing assets to total assets	1.25		%	1.17		%	1.02		%	0.79		%
Non-performing loans to total loans	1.57		%	1.47		%	1.25		%	0.94		%
Nonaccrual loans to total loans	1.04		%	0.92		%	0.95		%	0.92		%
Allowance for credit losses to nonaccrual loans	109.94		%	122.79		%	124.97		%	133.29		%
Net loan charge-offs to average loans	0.29		%	0.17		%	0.05		%	0.04		%

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 March 31,			At December 31,
(in thousands except for share data and %)	2024			2023			2022				2021			2020
Tangible Common Equity
Total shareholders' equity	$	250,320		$	249,631		$	234,991			$	223,889		$	178,591
Adjustments:
Preferred	33,058			33,058			33,058				33,058			—
Goodwill	12,900			12,900			12,900				12,900			12,900
Acquisition intangibles	3,484			3,658			4,355				5,051			5,815
Other intangibles	100			100			—			0	—			—
Tangible common equity	$	200,778		$	199,915		$	184,678			$	172,880		$	159,876
Common shares outstanding	12,504,717			12,475,424			10,716,796				10,716,796			10,716,796
Book value per common share	$	17.37		$	17.36		$	18.84			$	17.81		$	16.66
Tangible book value per common share	$	16.06		$	16.03		$	17.23			$	16.13		$	14.92
Tangible Assets
Total Assets	$	3,555,791		$	3,552,772		$	3,151,347			$	2,878,120		$	2,473,078
Adjustments:
Goodwill	12,900			12,900			12,900				12,900			12,900
Acquisition intangibles	3,484			3,658			4,355				5,051			5,815
Other intangibles	100			100			—				—			—
Tangible Assets	$	3,539,307		$	3,536,114		$	3,134,092			$	2,860,169		$	2,454,363
Tangible common equity to tangible assets	5.67		%	5.65		%	5.89		%		6.04		%	6.51		%