Form 8-K - Current report

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): October 27, 2023

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 7.01. Regulation FD Disclosure

A copy of First Guaranty Bancshares, Inc.'s investor presentation based on September 30, 2023 financial information 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 Presentation Materials.

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.

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: October 27, 2023
	By:	/s/Eric J. Dosch
		Eric J. Dosch
		Chief Financial Officer

INDEX TO EXHIBITS


Exhibit Number			Description
Exhibit 99.1			Presentation Materials

MARCH 2020 INVESTOR PRESENTATION Financial Data as of: Third Quarter 2023 NASDAQ: FGBI www.fgb.net

2 CERTAIN IMPORTANT INFORMATION CAUTION REGARDING FORWARD LOOKING STATEMENTS This presentation 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. (“First Guaranty,” the “Company” or “FGBI”). 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, changes in general economic conditions, either nationally or in our market areas, that are worse than expected; competition among depository and other financial institutions; inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements; our ability to enter new markets successfully and capitalize on growth opportunities; our ability to successfully integrate acquired entities; changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; changes in our organization, compensation and benefit plans; changes in our financial condition or results of operations that reduce capital available to pay dividends; increases in our provision for loan losses and changes in the financial condition or future prospects of issuers of securities that we own, which could cause our actual results and experience to differ from the anticipated results and expectations, expressed in such forward-looking statements. 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. NON-GAAP FINANCIAL MEASURES Statements included in this presentation include non-GAAP financial measures and should be read along with the accompanying tables under the section titled “Non-GAAP Reconciliations.” The Company uses non-GAAP financial measures to analyze its performance. Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company and provide meaningful comparison to its peers. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company’s performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the results or financial condition as reported under GAAP.

4 FINANCIAL HIGHLIGHTS  Total assets increased YoY by 10.4% to $3.4 billion  Total loans increased YoY by 11.7% to $2.7 billion  QTD net income of $1.8 million  QTD earnings per common share of $0.10  Return on average assets of 0.21% for 3Q 2023  Return on average common equity of 2.27% for 3Q 2023  Allowance for credit losses totaled $31.9 million  Allowance for credit losses represented 1.18% of gross loans. Reserve for unfunded commitments in other liabilities totaled $3.1 million at 9/30/2023.  Strong liquidity resources. On and off-balance sheet  FHLB net capacity was $207.7 million. FRB Discount capacity of $214.7 million. First Guaranty did not use the Federal Reserve Bank Term Loan Funding Program at 9/30/2023  Extended duration of liabilities. Refinanced short-term FHLB borrowings in 4th Quarter with $100 million brokered deposits. 2023 HIGHLIGHTS *Annualized ¹Non-GAAP measure. See “Certain Important Information – Non-GAAP Financial Measures” on slide 2 Source: Company documents In $000s except for per share data 12/31/2020 12/31/2021 12/31/2022 3Q2023 BALANCE SHEET Total Assets $2,473,078 $2,878,120 $3,151,347 $3,418,234 Total Gross Loans $1,844,135 $2,159,359 $2,519,077 $2,699,393 Total Deposits $2,166,318 $2,596,492 $2,723,792 $2,815,009 Loans/Deposits 85.13% 83.16% 92.48% 95.89% CAPITAL Common Equity $178,591 $190,831 $201,933 $205,764 Preferred Equity $0 $33,058 $33,058 $33,058 Total Equity/Assets 7.22% 7.78% 7.46% 6.99% Tang. Common Equity/Tang. Assets1 6.51% 6.04% 5.89% 5.56% PROFITABILITY MEASURES Net Interest Margin 3.35% 3.44% 3.47% 2.54% Net Interest Income/Average Assets 3.18% 3.31% 3.35% 2.46% * Non Interest Expense/Average Assets 2.47% 2.36% 2.38% 2.41% * Efficiency Ratio 58.95% 63.63% 63.94% 87.19% Cost of funds 1.48% 1.11% 1.66% 4.19% ROACE 11.36% 14.06% 13.64% 2.27% Earnings Per Common Share 1.90$ 2.42$ 2.48$ 0.10$ Net Income $20,318 $27,297 $28,884 $1,772 ASSET QUALITY NPAs/Total Assets 1.25% 0.70% 0.47% 1.02% Reserves/Total Loans 1.33% 1.11% 0.93% 1.18% For the Years Ended

5 LOAN PORTFOLIO Source: Company documents, as September 30, 2023  Loan growth of 11.7% YOY 35% growth in loan interest income YOY  Loan yield of 6.32% YTD 2023 and 6.54% for 3Q 2023 Commercial leases represent 10.8% of the loan portfolio, providing higher yields and shorter average lives than real estate secured loans Oil & Gas related loans made up approximately 2.9% funded and 2.0% unfunded of the total loan portfolio as of September 30, 2023 Hotel and hospitality portfolio totaled $195.0 million, or 7.2% of the total loan portfolio as of September 30, 2023 • All hotels flagged by major brands • Office Space portfolio totaled approximately $115.0 million, or 4.3% of the total loan portfolio as of September 30, 2023 HIGHLIGHTS Commercial & Industrial13.1% Non‐Farm Non‐ Residential 38.9% Residential Real Estate 20.0% Commercial Leases 10.8% Consumer & Other 1.7% Agriculture & Farm 2.9%C&D 12.6% LOAN PORTFOLIO COMPOSITION 9/30/23 Loan Portfolio Detail ($000s) 2020Y 2021Y 2022Y 3Q23 Commercial & Industrial $ 353,028 $ 398,391 $ 385,279 $354,836 Non‐Farm Non‐Residential 824,137 886,407 992,929 1,052,750 Residential Real Estate 317,168 354,195 486,115 540,251 Commercial Leases 104,141 246,022 317,574 292,208 Consumer & Other 44,642 48,142 47,864 46,068 Agriculture & Farm 55,215 58,557 63,868 79,310 C&D 150,841 174,334 233,091 342,246 Total Gross Loans $ 1,849,172 $ 2,166,048 $ 2,526,720 $ 2,707,669 LESS: Unearned Income 5,037 6,689 7,643 8,276 Total Loans $ 1,844,135 $ 2,159,359 $ 2,519,077 $ 2,699,393

6 143.76% 173.36% 124.97% 0.00% 20.00% 40.00% 60.00% 80.00% 100.00% 120.00% 140.00% 160.00% 180.00% 200.00% 2021 2022 2023 CREDIT SUMMARY Source: Company documents, as of and for the nine months ended September 30, 2023 ACL/NONACCRUALS HISTORICAL ASSET QUALITY 0.70% 0.47% 1.02% 0.13% 0.18% 0.05% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% 1.20% 1.40% 2021 2022 2023 NPAs/Total Assets NCOs/Average Loans NPAs/TOTAL ASSETS & NCOs/AVG LOANS (dollars in thousands) 12/31/2021 12/31/2022 9/30/2023 NONACCRUAL LOANS $16,715 $13,566 $25,555 90 DAY LOANS AND GREATER BUT STILL ACCRUING $1,245 $1,142 $8,144 OREO $2,072 $113 $1,135 NONPERFORMING ASSETS $20,032 $14,821 $34,834 QTD LOAN CHARGEOFFS $1,663 $1,007 $498 YTD LOAN CHARGEOFFS $3,122 $6,086 $2,045 NPAs / TOTAL ASSETS 0.70% 0.47% 1.02% NONACCRUAL LOANS / TOTAL ASSETS 0.58% 0.43% 0.75% ACL / TOTAL LOANS 1.11% 0.93% 1.18% TEXAS RATIO 6.63% 4.48% 9.83%

7 Demand ‐ Noninterest 16.3% Demand ‐ Interest51.0% Savings 7.6% Time Deposits 25.1% HIGHLIGHTS  Total YTD deposit growth of 3.35%. Total YOY deposit growth of 3.93%  New Markets opened • Vanceburg, KY Branch opened 1/18/23 • Bridgeport, WV Branch expected by year end • Mideast market total deposits of approximately $43.6 million with over 850 deposit accounts  Long history of ICS / CDARS expertise. $703.0 million at 9/30/23  Uninsured deposits excluding collateralized public funds estimated at approximately 10.0% of deposits  Continued strong CD demand. YTD Time Deposits up 32.5% as consumers shift funds from liquid deposits  Introduced new deposit product specials  SavingsElite 3.50%  7-Month CD 5.15%  Approximately $97 million in CDs mature in the 4th Quarter of 2023. Avg rate of 3.31% DEPOSIT PORTFOLIO Source: Company documents, as of and for the nine months ended September 30, 2023 9/30/2023 DEPOSIT MIX ($000) 2020 2021 2022 3Q2023 Demand ‐ Noninterest Bearing $411,416 $532,578 $524,415 $458,392 Demand ‐ Interest Bearing 860,394 1,275,544 1,460,259 1,435,555 Savings 168,879 201,699 205,760 214,371 Time Deposits 725,629 586,671 533,358 706,691 Total Deposits $2,166,318 $2,596,492 $2,723,792 $2,815,009 Weighted Average Rate 1.1% 0.8% 1.2% 3.0% Deposit Composition

BIGGER | STRONGER | MORE PROFITABLE FIRST GUARANTY BANCSHARES, INC.

Cover	Oct. 27, 2023
Document Information [Line Items]
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001408534
Document Type	8-K
Document Period End Date	Oct. 27, 2023
Entity Registrant Name	FIRST GUARANTY BANCSHARES, INC.
Entity Incorporation, State or Country Code	LA
Entity File Number	001-37621
Entity Tax Identification Number	26-0513559
Entity Address, Address Line One	400 East Thomas Street
Entity Address, City or Town	Hammond
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70401
City Area Code	345-7685
City Area Code	(985)
Written Communications	false
Soliciting Material	false
Amendment Flag	false
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $1 par value
Trading Symbol	FGBI
Security Exchange Name	NASDAQ
Noncumulative Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing a 1/40th interest in a share of 6.75% Series A Fixed-Rate Non-Cumulative perpetual preferred stock)
Trading Symbol	FGBIP
Security Exchange Name	NASDAQ