What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-16 compared with 2022-03-16 · 5 added, 119 removed, 12 unchanged (91% of the section changed)

2 unchanged sentences

As of December 31, 2022, there were approximately 1,500 holders of record of our common stock.

Our shareholders are entitled to receive dividends when, and if, declared by the Board of Directors, out of funds legally available for dividends.

We have paid consecutive quarterly cash dividends on our common stock for each of the last 114 quarters dating back to the third quarter of 1993.

The Board of Directors intends to continue to pay regular quarterly cash dividends.

The depositary shares underlying our Series A Preferred Stock are traded on the Nasdaq Global Market under the symbol “FGBIP”.

Our common and preferred shareholders are entitled to receive dividends when, and if, declared by the Board of Directors, out of funds legally available for dividends.

We have paid quarterly cash dividends on our common stock for each of the last 118 quarters dating back to the third quarter of 1993.

The Board of Directors intends to continue to pay regular quarterly cash dividends on both our common and preferred stock.

The ability to pay dividends in the future will depend on our earnings and financial condition, liquidity and capital requirements, regulatory restrictions, the general economic and regulatory climate and ability to service any equity or debt obligations senior to common stock.

7 unchanged sentences

did not repurchase any of its shares of common stock during the fourth quarter of 2022.

Item 6 - Selected Financial Data

The following table presents consolidated selected financial data for First Guaranty.

It does not purport to be complete and is qualified in its entirety by more detailed financial information and the audited consolidated financial statements contained elsewhere in this annual report.

At or For the Years Ended December 31,

(in thousands except for %) 2021 2020 2019 2018 2017

Year End Balance Sheet Data:

Investment securities $ 364,156 $ 238,548 $ 426,516 $ 405,303 $ 501,656

Federal funds sold $ 183 $ 702 $ 914 $ 549 $ 823

Loans, net of unearned income $ 2,159,359 $ 1,844,135 $ 1,525,490 $ 1,225,268 $ 1,149,014

Allowance for loan and lease losses $ 24,029 $ 24,518 $ 10,929 $ 10,776 $ 9,225

Total assets $ 2,878,120 $ 2,473,078 $ 2,117,216 $ 1,817,211 $ 1,750,430

Total deposits $ 2,596,492 $ 2,166,318 $ 1,853,013 $ 1,629,622 $ 1,549,286

Borrowings $ 49,635 $ 116,630 $ 86,747 $ 34,538 $ 52,938

Shareholders' equity $ 223,889 $ 178,591 $ 166,035 $ 147,284 $ 143,983

Common shareholders' equity $ 190,831 $ 178,591 $ 166,035 $ 147,284 $ 143,983

Performance Ratios and Other Data:

Return on average assets 1.01 % 0.87 % 0.76 % 0.82 % 0.71 %

Return on average common equity 14.06 % 11.36 % 8.99 % 9.98 % 8.59 %

Return on average tangible assets (1) 1.04 % 0.90 % 0.78 % 0.85 % 0.73 %

Return on average tangible common equity (1) 15.98 % 13.08 % 9.68 % 10.77 % 9.15 %

Net interest margin 3.44 % 3.35 % 3.41 % 3.41 % 3.33 %

Average loans to average deposits 83.65 % 81.25 % 78.59 % 75.39 % 72.23 %

Efficiency ratio (2) 63.63 % 58.95 % 67.48 % 69.46 % 62.64 %

Efficiency ratio (excluding amortization of intangibles and securities transactions) (2) 63.32 % 68.44 % 66.77 % 66.63 % 63.38 %

Full time equivalent employees (year end) 470 429 431 346 338

(Footnotes follow on next page)

At or For the Years Ended December 31,

(in thousands except for % and share data) 2021 2020 2019 2018 2017

Capital Ratios:

Average shareholders' equity to average assets 7.65 % 7.62 % 8.42 % 8.20 % 8.31 %

Average tangible equity to average tangible assets (3) 7.02 % 6.86 % 8.02 % 7.86 % 8.01 %

Common shareholders' equity to total assets 6.63 % 7.22 % 7.84 % 8.10 % 8.23 %

Tangible common equity to tangible assets (3) 6.04 % 6.51 % 6.99 % 7.79 % 7.87 %

Interest income $ 111,917 $ 100,684 $ 91,643 $ 78,390 $ 67,546

Interest expense $ 22,299 $ 26,017 $ 29,966 $ 21,366 $ 14,393

Net interest income $ 89,618 $ 74,667 $ 61,677 $ 57,024 $ 53,153

Provision for loan losses $ 2,055 $ 14,877 $ 4,860 $ 1,354 $ 3,822

Noninterest income (excluding securities transactions) $ 10,046 $ 8,989 $ 8,456 $ 7,110 $ 6,943

Securities (losses) gains $ 714 $ 14,791 $ (157) $ (1,830) $ 1,397

Noninterest expense $ 63,868 $ 58,033 $ 47,219 $ 43,275 $ 38,521

Earnings before income taxes $ 34,455 $ 25,537 $ 17,897 $ 17,675 $ 19,150

Net income $ 27,297 $ 20,318 $ 14,241 $ 14,213 $ 11,751

Net income available to common shareholders $ 25,913 $ 20,318 $ 14,241 $ 14,213 $ 11,751

Per Common Share Data (5):

Net earnings $ 2.42 $ 1.90 $ 1.34 $ 1.33 $ 1.13

Cash dividends paid $ 0.60 $ 0.58 $ 0.54 $ 0.53 $ 0.49

Book value $ 17.81 $ 16.66 $ 15.49 $ 13.82 $ 13.51

Tangible book value (4) $ 16.13 $ 14.92 $ 13.68 $ 13.24 $ 12.88

Dividend payout ratio for Common and Preferred 28.49 % 30.68 % 40.74 % 39.65 % 44.34 %

Weighted average number of shares outstanding 10,716,796 10,716,796 10,666,055 10,657,245 10,416,337

Number of shares outstanding 10,716,796 10,716,796 10,716,796 10,657,245 10,657,245

Asset Quality Ratios:

Non-performing assets to total assets 0.70 % 1.25 % 1.04 % 0.55 % 0.84 %

Non-performing assets to total loans 0.93 % 1.68 % 1.44 % 0.82 % 1.28 %

Non-performing loans to total loans 0.83 % 1.55 % 1.12 % 0.73 % 1.17 %

Loan loss reserve to non-performing assets 119.95 % 79.33 % 49.86 % 107.48 % 62.88 %

Net charge-offs to average loans 0.13 % 0.08 % 0.36 % (0.02) % 0.54 %

Provision for loan and lease loss to average loans 0.10 % 0.89 % 0.37 % 0.12 % 0.36 %

Allowance for loan and lease loss to total loans 1.11 % 1.33 % 0.72 % 0.88 % 0.80 %

(1) Tangible calculation eliminates goodwill and acquisition intangibles, principally core deposit intangibles, net of accumulated amortization, net of tax.

See below for our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Selected Historical Consolidated Financial and Other Data— Non-GAAP Financial Measures.

(2) Efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

We calculate both a GAAP and a non-GAAP efficiency ratio.

The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income.

See below for our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Selected Financial Data— Non-GAAP Financial Measures.

(3) We calculate tangible common equity as total shareholders' equity less preferred stock, goodwill and acquisition intangibles, principally core deposit intangibles, net of accumulated amortization, and we calculate tangible assets as total assets less goodwill and core deposit intangibles.

Tangible common equity to tangible assets is a non-GAAP financial measure, and, as we calculate tangible common equity to tangible assets, the most directly comparable GAAP financial measure is total shareholders' equity to total assets.

(4) We calculate tangible book value per common share as total shareholders' equity less preferred stock, goodwill and acquisition intangibles, principally core deposit intangibles, net of accumulated amortization at the end of the relevant period, divided by the outstanding number of shares of our common stock at the end of the relevant period.

Tangible book value per common share is a non-GAAP financial measure, and, as we calculate tangible book value per common share, the most directly comparable GAAP financial measure is book value per common share.

See below for our reconciliation of non-GAAP financial measures to their most directly comparable GAAP financial measures under the caption "Selected Financial Data— Non-GAAP Financial Measures.

(5) All share and per share amounts have been restated to reflect the ten percent stock dividend paid December 17, 2021 to shareholders of record as of December 15, 2021.

Non-GAAP Financial Measures

Our accounting and reporting policies conform to accounting principles generally accepted in the United States, or GAAP, and the prevailing practices in the banking industry.

However, we also evaluate our performance based on certain additional metrics.

Tangible book value per share and the ratio of tangible equity to tangible assets are not financial measures recognized under GAAP and, therefore, are considered non-GAAP financial measures.

Our management, banking regulators, many financial analysts and other investors use these non-GAAP financial measures to compare the capital adequacy of banking organizations with significant amounts of preferred equity and/or goodwill or other intangible assets, which typically stem from the use of the purchase accounting method of accounting for mergers and acquisitions.

Tangible equity, tangible assets, tangible book value per share or related measures should not be considered in isolation or as a substitute for total shareholders' equity, total assets, book value per share or any other measure calculated in accordance with GAAP.

Moreover, the manner in which we calculate tangible equity, tangible assets, tangible book value per share and any other related measures may differ from that of other companies reporting measures with similar names.

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

At December 31,

(in thousands except for share data and %) 2021 2020 2019 2018 2017

Tangible Common Equity

Total shareholders' equity $ 223,889 $ 178,591 $ 166,035 $ 147,284 $ 143,983

Preferred Stock 33,058 — — — —

Goodwill 12,900 12,900 12,942 3,472 3,472

Acquisition intangibles 5,051 5,815 6,527 2,704 3,249

Tangible common equity $ 172,880 $ 159,876 $ 146,566 $ 141,108 $ 137,262

Common shares outstanding 1

10,716,796 10,716,796 10,716,796 10,657,245 10,657,245

Book value per common share 1

$ 17.81 $ 16.66 $ 15.49 $ 13.82 $ 13.51

Tangible book value per common share 1

$ 16.13 $ 14.92 $ 13.68 $ 13.24 $ 12.88

Tangible Assets

Total Assets $ 2,878,120 $ 2,473,078 $ 2,117,216 $ 1,817,211 $ 1,750,430

Goodwill 12,900 12,900 12,942 3,472 3,472

Acquisition intangibles 5,051 5,815 6,527 2,704 3,249

Tangible Assets $ 2,860,169 $ 2,454,363 $ 2,097,747 $ 1,811,035 $ 1,743,709

Tangible common equity to tangible assets 6.04 % 6.51 % 6.99 % 7.79 % 7.87 %

1 All share amounts have been restated to reflect the ten percent stock dividend paid December 17, 2021 to shareholders of record as of December 15, 2021.

The efficiency ratio is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions.

We calculate the efficiency ratio by dividing noninterest expense by the sum of net interest income and noninterest income, excluding amortizations of intangibles and securities transactions.

The GAAP-based efficiency ratio is noninterest expenses divided by net interest income plus noninterest income.

The following table reconciles, as of the dates set forth below, our efficiency ratio to the GAAP-based efficiency ratio:

For the Year Ended December 31,

(in thousands except for share data and %) 2021 2020 2019 2018 2017

GAAP-based efficiency ratio 63.63 % 58.95 % 67.48 % 69.46 % 62.64 %

Noninterest expense $ 63,868 $ 58,033 $ 47,219 $ 43,275 $ 38,521

Amortization of intangibles 764 711 390 545 432

Noninterest expense, excluding amortization 63,104 57,322 46,829 42,730 38,089

Net interest income 89,618 74,667 61,677 57,024 53,153

Noninterest income 10,760 23,780 8,299 5,280 8,340

Securities transactions 714 14,691 (157) (1,830) 1,397

Noninterest income, excluding securities transactions $ 10,046 $ 9,089 $ 8,456 $ 7,110 $ 6,943

Efficiency ratio 63.32 % 68.44 % 66.77 % 66.63 % 63.38 %

Item 6 - [Reserved]

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity