UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-K
 
xANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2019
 
or
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________.
 
Commission file number: 001-37621

FGBLOGOA03.JPG   

FIRST GUARANTY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Louisiana
 
26-0513559
(State or other jurisdiction incorporation or organization)
 
(I.R.S. Employer 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)
 
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
 
 
 
 
Securities Registered Pursuant to Section 12(g) of the Act: None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o         NO x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o         NO x
  
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x         NO o
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.
YES x        NO o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of "large accelerated filer," "accelerated filer", "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o Accelerated filer x  Non-accelerated filer o Smaller reporting company x
Emerging growth company x
 
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.  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES  o        NO x
 
The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2019 was $91,413,510 based upon the price from the last trade of $20.85
 
As of March 13, 2020, there were issued and outstanding 9,741,253 shares of the Registrant's Common Stock.
 
DOCUMENTS INCORPORATED BY REFERENCE:
 
(1)
Proxy Statement for the 2020 Annual Meeting of Shareholders of the Registrant (Part III).




TABLE OF CONTENTS
 
 
 
Page
Part I.
Item 1
4
Item 1A
21
Item 1B
31
Item 2
32
Item 3
34
Item 4
34
 
 
 
Part II.
Item 5
35
Item 6
36
Item 7
40
Item 7A
74
Item 8
76
 
82
Item 9
119
Item 9A
119
Item 9B
119
 
 
 
Part III.
Item 10
120
Item 11
120
Item 12
120
Item 13
120
Item 14
120
 
 
 
Part IV.
Item 15
121
Item 16
123





PART I
 
Item 1 – Business
 
Our Company
 
First Guaranty Bancshares, Inc. ("First Guaranty") is a Louisiana-chartered bank holding company headquartered in Hammond, Louisiana. Our wholly owned subsidiary, First Guaranty Bank (the "Bank"), a Louisiana-chartered commercial bank, provides personalized commercial banking services mainly to Louisiana and Texas customers through 34 banking facilities primarily located in the Market Services Areas ("MSAs"), of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, Lake Charles, Alexandria, Dallas-Fort Worth-Arlington, and Waco. Our principal business consists of attracting deposits from the general public and local municipalities in our market areas and investing those deposits, together with funds generated from operations and borrowings in lending and in securities activities to serve the credit needs of our customer base, including commercial real estate loans, commercial and industrial loans, one- to four-family residential real estate loans, construction and land development loans, agricultural and farmland loans, and to a lesser extent, consumer and multi-family loans. We also participate in certain syndicated loans, including shared national credits, with other financial institutions. We offer a variety of deposit accounts to consumers and small businesses, including personal and business checking and savings accounts, time deposits, money market accounts and demand accounts. We invest a portion of our assets in securities issued by the United States Government and its agencies, state and municipal obligations, corporate debt securities, mutual funds, and equity securities. We also invest in mortgage-backed securities primarily issued or guaranteed by United States Government agencies or enterprises. In addition, we offer a broad range of consumer services, including personal and commercial credit cards, remote deposit capture, safe deposit boxes, official checks, online and mobile banking, automated teller machines, and online bill pay. For our business customers we are pleased to offer additional solutions such as merchant services, remote deposit capture, and lockbox services.
 
At December 31, 2019, we had consolidated total assets of $2.1 billion, total deposits of $1.9 billion and total shareholders' equity of $166.0 million.
 
Recent Events

On November 7, 2019, First Guaranty completed the acquisition of Union Bancshares, Incorporated, a Louisiana corporation ("Union"). On the November 7, 2019 acquisition date, Union was merged with and into First Guaranty with First Guaranty as the surviving corporation followed by the merger of Union's wholly-owned subsidiary, The Union Bank ("Union Bank") with and into the Bank, with the Bank continuing as the surviving entity. Shareholders of Union received $1,061.20 per share in cash, yielding an aggregate deal value of $43.4 million. Union Bancshares, Inc. had total consolidated assets of approximately $258.5 million on November 7, 2019.

First Guaranty currently has one new facility under construction in order to facilitate future expansion. This construction commitment totals $10.1 million at December 31, 2019. Total costs incurred for this facility as of December 31, 2019 was $6.8 million. First Guaranty also completed construction on a new branch facility in Amite, Louisiana during the fourth quarter of 2019.

In November 2017, First Guaranty announced the launch of an At-The-Market Equity Offering program ("ATM Offering").  First Guaranty may sell up to $25.0 million of common stock under the ATM Offering.  First Guaranty expects to use the net proceeds of the ATM Offering for general corporate purposes, including support for organic growth and financing possible acquisitions of other financial institutions. First Guaranty has not sold any shares of common stock under the ATM Offering.









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Our History and Growth
 
First Guaranty Bank was founded in Amite, Louisiana on March 12, 1934. While the origins of First Guaranty Bank go back over 80 years, we began our modern history in 1993 when an investor group, led by Marshall T. Reynolds, our Chairman, invested $3.6 million in First Guaranty Bank as part of a recapitalization plan with the objective of building a community-focused commercial bank in our Louisiana markets. Since the implementation of that recapitalization plan, we have grown from six branches and $159 million in assets at the end of 1993 to 34 branches and $2.1 billion in assets at December 31, 2019. We have also paid a quarterly dividend for 106 consecutive quarters as of December 31, 2019. On July 27, 2007, we formed First Guaranty Bancshares and completed a one-for-one share exchange that resulted in First Guaranty Bank becoming the wholly-owned subsidiary of First Guaranty Bancshares (the "Share Exchange") and First Guaranty Bancshares becoming an SEC reporting public company. In November 2015, First Guaranty completed a public stock offering selling 626,560 shares and raising $9.3 million in net proceeds. In connection with the completion of the stock offering, First Guaranty's common shares began trading on the NASDAQ Global Market.
 
Since our Share Exchange, we have supplemented our organic growth with four acquisitions, which added stable deposits that provided funding for our lending business and extended our geographic footprint in the Baton Rouge, Hammond, Alexandria, Dallas-Fort Worth-Arlington, and Waco MSAs.
 
The following table summarizes the four acquisitions:
Acquired Institution/Market
Date of Acquisition
 
Deal Value
(dollars in thousands)
 
Fair Value of
Total Assets Acquired
(dollars in thousands)
Union Bancshares, Incorporated
November 7, 2019
 
$
43,383

 
$
274,839

Alexandria MSA
 
 
 
 
 
Premier Bancshares, Inc.
June 16, 2017
 
$
20,954

 
$
158,313

Dallas-Fort Worth-Arlington and Waco MSA
 
 
 
 
 
Greensburg Bancshares, Inc.
July 1, 2011
 
5,308

 
89,386

Baton Rouge MSA
 
 
 
 
 
Homestead Bancorp, Inc.
July 30, 2007
 
12,140

 
129,606

Hammond MSA
 
 
 
 
 
 


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Our Markets
 
Our primary market areas include the Louisiana MSAs of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, Lake Charles and Alexandria along with the Texas MSAs of  Dallas-Fort Worth-Arlington and Waco. Most of our branches are located along the major Louisiana interstates of I-12, I-55, I-10, I-49 and I-20. We have four branches in the Dallas-Fort Worth metropolitan area and one branch in Waco, Texas. We have a loan production office in Lake Charles, Louisiana.
 
Hammond MSA. We are headquartered in Hammond, Louisiana and approximately 36% of our deposits are in the Hammond MSA, our largest deposit concentration market. We had a deposit market share of 38.4% (at June 30, 2019) in the Hammond MSA, placing us first overall. Hammond is the principal city of the Hammond MSA, which includes all of Tangipahoa Parish, and is located approximately 50 miles north of New Orleans and 30 miles east of Baton Rouge. The Hammond MSA has a population of approximately 130,000. Hammond is intersected by I-55 and I-12, which are two heavily traveled interstate highways. As a result of Hammond's close proximity to New Orleans and Baton Rouge, Hammond and Tangipahoa Parish are among the fastest growing cities and Parishes in Louisiana. There is an abundance of new development, both commercial and residential, as well as numerous hotels which absorb overflowing demand for rooms near major events in New Orleans. Hammond is also the home of the main campus of Southeastern Louisiana University, with an enrollment of approximately 15,000 students.
 
The Hammond Northshore Regional Airport is a backup landing site for the Louis Armstrong New Orleans International Airport. The Louisiana National Guard maintains a 56-acre campus at the airport, which is home to the 1/244th Air Assault Helicopter Battalion. Port Manchac, which provides egress via Lake Pontchartrain with the Gulf of Mexico, is located 15 miles south of Hammond. The Hammond Amtrak Station located in downtown Hammond is on Amtrak's City of New Orleans route, which runs from New Orleans to Chicago, Illinois. The combination of highway, air, sea and rail transportation has made Hammond a major transportation and commercial hub of Louisiana. Hammond hosts numerous warehouses and distribution centers, and is a major distribution point for Wal-Mart and Winn Dixie.
 
Baton Rouge MSA. Baton Rouge is the capital of Louisiana and the MSA has a population of approximately 831,000. As the capital city, Baton Rouge is the political hub for Louisiana. The state government is the largest employer in Baton Rouge. Baton Rouge is the farthest inland port on the Mississippi River that can accommodate ocean-going tankers and cargo carriers. As a result, Baton Rouge's largest industry is petrochemical production and manufacturing. The ExxonMobil facility in Baton Rouge is one of the largest oil refineries in the country. Baton Rouge also has a diverse economy comprised of healthcare, education, finance and motion pictures. The main campus of Louisiana State University, with an enrollment of approximately 31,000 students, and Southern University, with an enrollment of approximately 7,000 students, are located in Baton Rouge.
 
Our market areas in the Baton Rouge MSA also include the Livingston and St. Helena Parishes. Livingston Parish's growth is tied to Baton Rouge as it is a suburban community with many of its residents commuting to Baton Rouge for employment. The economy for St. Helena Parish is comprised primarily of forestry operations, construction, manufacturing, educational services, health care, and social assistance.
 
Lafayette MSA. Lafayette is Louisiana's fourth largest city and deposit market, and is located in the Lafayette-Acadiana region. The Lafayette MSA has a population of approximately 490,000. Its major industries include oil and gas, healthcare, construction, manufacturing and agriculture. With respect to agriculture, sugarcane and rice are the leaders among the plant producers within the area, with approximately 30,000 acres of sugarcane and 51,000 acres of rice plantings. Lafayette also has numerous beef producers and fisheries. We finance agricultural loans, predominately out of our Abbeville and Jennings branches, in Southwest Louisiana. Lafayette is home to the University of Louisiana at Lafayette, with an enrollment of approximately 19,000 students.
 
Shreveport-Bossier City MSA. Our primary market areas in northwest Louisiana are the Bossier and Caddo Parishes, which are a part of the Shreveport-Bossier City MSA. The Shreveport and Bossier City MSA has a population of approximately 436,000. Shreveport and Bossier City are located in northern Louisiana on I-20, approximately 15 miles from the Texas state border and 185 miles east of Dallas, Texas. Our primary market area has a diversified economy with employment in services, government and wholesale/retail trade constituting the basis of the local economy, with service jobs being the largest component. The majority of the services are health care related as Shreveport has become a regional hub for health care. The casino gaming industry, with its Las Vegas-style gaming, year-round festivals and local dining, also supports a significant number of service jobs. The energy sector has a prominent role in the regional economy, resulting from oil and gas exploration and drilling. Bossier Parish is also the home to the Barksdale Air Force Base, which has 15,000 employees.

Lake Charles MSA. First Guaranty established a loan production office in Lake Charles, LA in 2018.  Lake Charles is the fifth largest city in Louisiana.  The Lake Charles MSA had a population of approximately 200,000.  Its major industries include petrochemical, gambling, aircraft repair, and education.  Lake Charles has been the fastest growing MSA in Louisiana.  Lake Charles has received approximately $111 billion in industrial announcements since 2012 with approximately $54 billion either completed or underway.

Alexandria MSA. The Union acquisition expanded First Guaranty into the Alexandria MSA with branches in Alexandria and Pineville.  Alexandria is the ninth largest city in Louisiana with a population of approximately 48,000 and is located along Interstate I-49.  The Alexandria MSA has an overall population of approximately 150,000.

Dallas-Fort Worth-Arlington MSA. The Dallas-Fort Worth-Arlington MSA has a population of approximately 7.5 million people and is located in the heart of North Texas. The metroplex has a thriving economy that is well diversified. There are currently approximately 40 colleges and universities in the Dallas- Fort Worth-Arlington MSA. Also, DFW International Airport is perfect for international commerce with its size and central location. We currently are operating four branches located in Fort Worth (Tarrant County), Denton (Denton County), McKinney (Collin County), and Garland (Dallas County).

Waco MSA. The Waco MSA is located between the Dallas Forth Worth MSA and Austin, Texas with a population of approximately 272,000. The economy in the Waco MSA is also well diversified and has a small airport with regional service, although it is located around 100 miles from DFW International and Austin International Airports. Waco is the home of Baylor University with approximately 17,000 students.

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Our Strategy
 
Our mission is to increase shareholder value while providing services for and contributing to the growth and welfare of the communities that we serve. As home to "Fanatical Banking" our mission is to become the bank of choice for small business and consumer customers who are located in both metropolitan and rural markets. We desire to grow our market share along Louisiana's key interstate corridors of major interstates I-12, I-55, I-10, I-49 and I-20 along with our Texas markets in Dallas Fort-Worth-Arlington and Waco both organically and through strategic acquisitions. This mission involves not only expanding our geographical footprint but also evolving as an institution and staying relevant while offering new ways of banking. To achieve all of this, we seek to implement the following strategies:
 
Continue to Increase Total Loans as a Percentage of Assets. We plan to continue to change our asset composition by growing our loan portfolio to increase our total loans as a percentage of our assets. Our loan to deposit ratio was 82.3% as of December 31, 2019. The growth in our loan portfolio has broadened our customer base, reduced our interest rate risk exposure to fixed rate investment securities, and helped us expand our net interest margin. We have invested in the internal development of our lending department along with the select addition of experienced lenders. We are currently upgrading our technology to efficiently handle both our loan and deposit customers with the implementation of the nCino loan and deposit platform.
 
We intend to continue to grow our loan portfolio organically by targeting small and medium-sized businesses engaged in manufacturing, agriculture, petrochemicals, healthcare and other professional services. As a former participant in the SBLF, we developed and executed a sustained loan growth campaign focused on these target loan areas beginning in 2011 that far exceeded our original goals of the program. We are continuing this campaign even after we redeemed our SBLF preferred stock in December 2015. Our gross loan portfolio has increased by $952.4 million, or 166.2%, to $1.5 billion at December 31, 2019 from $573.1 million at December 31, 2011.
 
Our commercial lending team is organized around our regional market areas of Louisiana and Texas. A senior experienced lender leads each market team and ensures that our lenders deliver timely service to customers, meet and exceed expectations of loan approval time, and broaden customer relationships through referrals.
 
We are expanding upon our successful small business lending program with a new emphasis on growing our SBA, USDA and commercial leasing lending programs. The acquisition of Synergy Bank brought expertise in SBA lending that we have leveraged through both our new Texas markets and our existing Louisiana markets. We have invested in training key personnel to focus on this market as we believe that SBA, USDA and commercial leasing loans can serve as new market opportunities for our Bank. We will continue to be a leading agricultural lender and grow our Farm Service Agency lending.
 
Over the last twelve years, we have pursued a focused program to participate in syndicated loans (loans made by a group of lenders, including us, who share or participate in a specific loan, which is typically secured by business assets or equipment, and also commercial real estate) with a larger regional financial institution as the lead lender. Our focus has been to finance middle market companies whose borrowing needs typically range from $25 million to $75 million. Syndicated loans diversify our loan portfolio, increase our yield and mitigate interest rate risk due to the variable rate pricing structure of the loans. We expect to continue our syndicated lending program but our local loan originations remain our funding priority.
 
We intend to grow our consumer loan portfolio principally through our residential mortgage program. We intend to leverage our existing branch network to expand our retail lending. We have expanded our technology to make it easier for both individual and business customers to bank with us through mobile and internet banking.
 
Expand Individual and Business Deposits and Maintain our Public Funds Program. Our deposit strategy is focused on continuing to expand our individual and business deposit bases while maintaining our public funds deposit program. Our deposit strategy leverages off the market share dominance that we have in several of our markets, such as the Hammond MSA where we had a 38.4% deposit market share at June 30, 2019, placing us first overall. Our commercial and consumer lending teams focus on building business and individual deposits concurrent with loans. Our public funds department is dedicated to maintaining strong relationships with our well diversified base of public entities. We provide a variety of services to our public funds clients. Our public funds deposit program has provided us with a stable source of funding. We will continue to concentrate on keeping many of these funds under contract as we are often the fiscal agent for these governmental agencies which helps maintain this funding.
 
Maintain Strong Asset Quality. We emphasize a disciplined credit culture based on intimate market knowledge, close ties to our customers, sound underwriting standards and experienced loan officers. While the challenging operating environment which began following the 2008-2009 recession of the United States contributed to an increase in problem assets, management's primary objective has been to expeditiously reduce the level of non-performing assets through diligent monitoring and aggressive resolution efforts. The results of this effort are reflected in our improved asset quality. At December 31, 2019, non-performing assets totaled $21.9 million, or 1.04% of total assets, and has declined by $0.1 million from $22.0 million, or 1.51% of total assets at December 31, 2015.
 

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Pursue Strategic Acquisitions. Our strategy is to supplement our organic growth by executing a targeted and disciplined acquisition strategy of community banks and non-banking financial companies as opportunities arise. On November 7, 2019, First Guaranty completed its merger with Union Bancshares, Incorporated headquartered in Marksville, Louisiana. We have successfully integrated prior acquisitions as demonstrated by our acquisitions of Premier Bancshares, Inc. in 2017, Greensburg Bancshares, Inc. in 2011 and Homestead Bancorp, Inc. in 2007. Our board of directors' broad experiences across many industries assists us in expanding our business. Our Chairman, Marshall T. Reynolds, has more than 40 years of experience in managing the growth of commercial banks both organically and through acquisitions throughout the United States.
 
We believe our ability to execute an acquisition strategy has been enhanced by our internal investments in the areas of operations, compliance, finance, credit and information technology that provide us with a scalable platform for growth. Our focus will be on targets with quality loan portfolios and a long term deposit customer base, particularly those with high levels of consumer and retail checking accounts, low cost deposits and favorable market share. We intend to pursue opportunities that will be accretive to earnings, result in a tangible book value earn back of approximately three years, strengthen our franchise, and ultimately enhance shareholder value.  We also believe the listing of our shares on NASDAQ in November 2015 provides us with a more marketable and liquid stock currency that will be attractive to potential targets.

Seek Innovative Partnerships. We are committed to staying on top of the industry trends and continuing to educate ourselves in the way our customers want to do business. Creating partnerships with innovative companies will allow us to stay relevant and meet the needs of our current and new customers.


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Lending Activities
 
We offer a broad range of loan and lease products with a variety of rates and terms throughout our market areas, including business loans to primarily small to medium-sized businesses and professionals, as well as loans to individuals. Our lending operations consist of the following major segments: non-farm, non-residential loans secured by real estate, commercial and industrial loans, one- to four-family residential loans, construction and land development loans, agricultural loans, farmland loans, consumer and other loans, and multifamily loans. All loan decisions are locally made which can allow for a faster approval process than many of our larger regional and nationwide bank competitors.
 
Non-Farm Non-Residential Loans. Non-farm non-residential loans are an integral part of our operating strategy. We expect to continue to emphasize this business line in the future with loans to small businesses and real estate projects in our market area. At December 31, 2019 loans secured by non-farm non-residential properties totaled $616.5 million, or 40.3% of our total loan portfolio. Our non-farm non-residential loans are secured by commercial real estate generally located in our market area, which may be owner-occupied or non-owner occupied. Our owner-occupied commercial real estate loans totaled $258.4 million, or 41.9% of total non-farm non-residential loans at December 31, 2019. Permanent loans on non-farm non-residential properties are generally originated in amounts up to 85% of the appraised value of the property for owner-occupied commercial real estate properties and up to 80% of the appraised value of the property for non- owner-occupied commercial real estate properties. We consider a number of factors in originating non-farm non-residential loans. We evaluate the qualifications and financial condition of the borrower (including credit history), profitability and expertise, as well as the value and condition of the mortgaged property securing the loan. We consider the financial resources of the borrower, the borrower's experience in owning or managing similar property and the borrower's payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the debt service coverage ratio (the ratio of net operating income to debt service) to ensure that the borrower's net operating income together with the borrower's other sources of income is at least 125% of the annual debt service and the ratio of the loan amount to the appraised value of the mortgaged property. We generally obtain personal guarantees from the borrower or a third party as a condition to originating commercial real estate loans. All non-farm non-residential loans are appraised by outside independent appraisers approved by the board of directors.
 
Our non-farm non-residential loans are diversified by borrower and industry group, and generally secured by improved property such as hotels, office buildings, retail stores, gaming facilities, warehouses, church buildings and other non-residential buildings. Non-farm non-residential loans are generally made at rates that adjust above the prime rate as reported in the Wall Street Journal, that mature in three to five years and with principal amortization for a period of up to 20 years. We will also originate fixed-rate, non-farm non-residential loans that mature in three to five years with principal amortization of up to 20 years. Our largest concentration of non-farm non-residential loans is secured by hotels, and such loans are generally made only to hotel operators known to management. We will finance the construction of the hotel project and upon completion the loan will convert to permanent financing with a balloon feature after three to five years.
 
Loans secured by non-farm non-residential real estate are generally larger and involve a greater degree of risk than residential real estate loans. The borrower's creditworthiness and the feasibility and cash flow potential of the project is of primary concern in non-farm non-residential real estate lending. Loans secured by income properties are generally larger and involve greater risks than residential mortgage loans, because payments on loans secured by income properties are often dependent on the successful operation or management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy.

Commercial and Industrial Loans. Commercial and industrial loans totaled $268.3 million, or 17.5% of our total loan portfolio at December 31, 2019. Commercial and industrial loans (excluding syndicated loans) are generally made to small and mid-sized companies located within Louisiana and Texas. We also participate in government programs which guarantee portions of commercial and industrial loans such as the SBA and USDA. In most cases, we require collateral of equipment, accounts receivable, inventory, chattel or other assets before making a commercial business loan. We have a dedicated staff within our credit department that monitors asset based lending and regularly conducts reviews of borrowing based certificates, aging and inventory reports, and on-site audits. Our commercial term loans totaled $91.1 million at December 31, 2019, or 34.0% of total commercial and industrial loans. Our commercial and industrial maximum loan to value limit is 80%. Our commercial term loans are generally fixed interest rate loans, indexed to the prime rate, with terms of up to five years, depending on the needs of the borrower and the useful life of the underlying collateral. Our commercial lines of credit totaled $157.3 million at December 31, 2019, or 58.7% of total commercial and industrial loans. Typically, our commercial lines of credit are adjustable rate lines, indexed to the prime interest rate, which generally mature yearly. Our underwriting standards for commercial and industrial loans include a review of the applicant's tax returns, financial statements, credit history, the underlying collateral and an assessment of the applicant's ability to meet existing obligations and payments on the proposed loan based on cash flow generated by the applicant's business. We generally obtain personal guarantees from the borrower or a third party as a condition to originating commercial and industrial loans.
 
Over the last twelve years, we pursued a focused program to participate in syndicated loans (loans made by a group of lenders, including us, who share or participate in a specific loan) with a larger regional financial institution as the lead lender. Syndicated loans are typically made to large businesses (which are referred to as shared national credits) or middle market companies (which do not meet the regulatory definition of shared national credits), both of which are secured by business assets or equipment, and also commercial real estate. The syndicate group for both types of loans usually consists of two to three other financial institutions. These loans are adjustable-rate loans generally tied to LIBOR. Our participation amounts typically range between $5.0 million and $15.0 million. Our focus has been to finance middle market companies whose borrowing needs typically range from $25.0 million to $75.0 million. Syndicated loans diversify our loan portfolio, increase our yield and mitigate interest rate risk due to the variable rate pricing structure of the loans. We have a defined set of credit guidelines that we use when evaluating these credits. Our credit department independently reviews all syndicate loans and our board of directors has created a special committee to oversee the underwriting and approval of these loans. At December 31, 2019, syndicated loans secured by assets other than commercial real estate totaled $30.0 million, or 11.2% of the commercial and industrial loan portfolio. On December 21, 2017 the Federal Reserve, FDIC, and Office of Comptroller of the Currency issued a change to the definition of a Shared National Credit. Effective January 1, 2018, the aggregate loan commitment threshold for inclusion in the Shared National Credit (SNC) program increased from $20 million to $100 million. First Guaranty's syndicated loans that meet the revised definition at December 31, 2019 were $22.0 million.

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Commercial and industrial loans generally involve increased credit risk and, therefore, typically yield a higher return. The increased risk in commercial and industrial loans derives from the expectation that such loans generally are serviced principally from the operations of the business, and those operations may not be successful. Any interruption or discontinuance of operating cash flows from the business, which may be influenced by events not under the control of the borrower such as economic events and changes in governmental regulations, could materially affect the ability of the borrower to repay the loan. In addition, the collateral securing commercial and industrial loans generally includes movable property such as equipment and inventory, which may decline in value more rapidly than we anticipate exposing us to increased credit risk. As a result of the foregoing, commercial and industrial loans require extensive administration and servicing.
 
One- to Four-Family Residential Real Estate Loans. At December 31, 2019, our one- to four-family residential real estate loans totaled $289.6 million, or 18.9% of our total loan portfolio. We originate one- to four-family residential real estate loans that are secured primarily by residential property in Louisiana and Texas. We generally originate loans in amounts up to 95% of the lesser of the appraised value or purchase price of the mortgaged property. We currently offer one- to four-family residential real estate loans with terms up to 30 years that are generally underwritten according to Fannie Mae guidelines, and we refer to loans that conform to such guidelines as "conforming loans." We generally originate fixed-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which at December 31, 2019 was $484,350 for single-family homes in our market area. At December 31, 2019, we held $27.2 million in jumbo loans that are greater than the conforming loan limit. We generally hold our one- to four-family residential real estate loans in our portfolio. We also originate one- to four-family residential real estate loans secured by non-owner occupied properties, but less frequently. Our fixed-rate one- to four-family residential real estate loans include loans that generally amortize on a monthly basis over periods between 10 to 30 years with maturities that range from eight to 30 years. Fixed rate one- to four-family residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers have the right to refinance or prepay their loans. We do not offer one- to four-family residential real estate loans specifically designed for borrowers with sub-prime credit scores, including interest-only, negative amortization or payment option adjustable-rate mortgage loans.
 
We have diversified our one- to four-family residential real estate loans with the select purchase of conforming mortgage loans that are located outside Louisiana and Texas. Our purchased loans are generally serviced by other financial institutions. At December 31, 2019, $24.9 million of our one- to four-family residential real estate loans, or 8.6% of our one- to four-family residential real estate loans, were purchased loans secured by property located outside our market area. The majority of our out of state purchased one- to four-family residential real estate loans are located in West Virginia, Virginia, Pennsylvania and the District of Columbia. Our purchased one- to four-family residential real estate loans must meet our internal underwriting criteria. While we intend to continue to purchase one- to four-family residential real estate loans from time-to-time, our strategic emphasis for future periods is to increase the volume of our internal originations of such loans.

Our one- to four-family loans also include home equity lines of credit that have second mortgages. At December 31, 2019, we had $2.1 million in home equity lines of credit, which represented 0.7% of our one- to four-family residential real estate loans. Our home equity products are originated in amounts, that when combined with the existing first mortgage loan, do not generally exceed 80% of the loan-to-value ratio of the subject property.
 
All of our one- to four-family residential mortgages include "due on sale" clauses, which are provisions giving us the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party.
 
Property appraisals on real estate securing our single-family residential loans are made by state certified and licensed independent appraisers approved by the board of directors. Appraisals are performed in accordance with applicable regulations and policies. At our discretion, we obtain either title insurance policies or attorneys' certificates of title, on all first mortgage real estate loans originated. We also require fire and casualty insurance on all properties securing our one- to four-family residential loans. We also require the borrower to obtain flood insurance where appropriate. In some instances, we charge a fee equal to a percentage of the loan amount, commonly referred to as points.

Multifamily Loans. On occasion we will originate loans secured by multifamily real estate. At December 31, 2019, we had $24.0 million or 1.6% of our total loan portfolio in multifamily loans. Such loans may be either fixed- or adjustable-rate loans tied to the prime rate with terms to maturity up to five years and amortization schedules of up to 20 years. We will originate multifamily loans in amounts up to 80% of the value of the multifamily property. Nearly all of our multifamily loans are secured by properties in Louisiana and Texas. The underwriting of multifamily loans follows the general guidelines for our non-farm non-residential loans.
 
Loans secured by multifamily real estate generally involve a greater degree of credit risk than one- to four-family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multifamily real estate typically depends upon the successful operation of the real estate property securing the loans. If the cash flow from the project is reduced, the borrower's ability to repay the loan may be impaired.

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Construction and Land Development Loans. We offer loans to finance the construction of various types of commercial and residential property. At December 31, 2019, $172.2 million, or 11.3% of our total loan portfolio consisted of construction and land development loans. Construction loans to builders generally are offered with terms of up to 18 months and interest rates are tied to the prime lending rate. These loans generally are offered as fixed or adjustable-rate loans. We will originate residential construction loans for individual borrowers and builders, provided all necessary plans and permits have been obtained. Construction loan funds are disbursed as the project progresses. We will originate construction loans up to 80% of the estimated completed value of the project and we will originate land development loans in amounts up to 75% of the value of the property as developed. We will originate owner occupied one-to-four family residential construction loans up to 90% of the estimated completed value of the property.
 
Construction and land development financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan is dependent largely upon the accuracy of the initial estimate of the property's value at completion of construction and development and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the project. Additionally, if the estimate of value proves to be inaccurate, we may be confronted, at or prior to the maturity of the loan, with a project having a value which is insufficient to assure full repayment.
 
Agricultural Loans. We are the leading lender for agricultural loans in our Southwest Louisiana market. Our agricultural lending includes loans to farmers for the purpose of cultivating rice, sugarcane, soybeans, timber, poultry and cattle. Agricultural loans are generally secured by crops, but may include additional collateral such as farm equipment or vehicles. Agricultural loans totaled $26.7 million, or 1.8% of our total loan portfolio at December 31, 2019. Such loans are generally offered with fixed rates at a margin above prime for a term of generally one year. We will originate agricultural loans in those instances where the borrower's financial strength and creditworthiness has been established. Agricultural loans generally bear higher interest rates than residential loans, but they also may involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower's business. Substantially all of our originated agricultural loans are guaranteed by the U.S. Farm Service Agency. We generally obtain personal guarantees from the borrower or a third party as a condition to originating agricultural loans.
 
The underwriting standards used for agricultural loans include a determination of the borrower's ability to meet existing obligations and payments on the proposed loan from normal cash flows generated in the borrower's business. The financial strength of each applicant also is assessed through review of financial statements and tax returns provided by the applicant. The creditworthiness of a borrower is derived from a review of credit reports as well as a search of public records. Once originated, agricultural loans are reviewed periodically. Financial statements are requested at least annually and are reviewed for substantial deviations or changes that might affect repayment of the loan. Loan officers also visit the premises of borrowers to observe the business premises, facilities, and personnel and to inspect the collateral. Underwriting standards for agricultural loans are different for each type of loan depending on the financial strength of the borrower and the value of collateral offered as security.
 
Farmland Loans. We originate first mortgage loans secured by farmland. At December 31, 2019, farmland loans totaled $22.7 million, or 1.5% of our total loan portfolio. Such loans are generally fixed-rate loans at a margin over the prime rate with terms up to five years and amortization schedules of up to 20 years (40 years if secured by a guarantee from the U. S. Farm Service Agency). Loans secured by farmland may be made in amounts up to 80% of the value of the farm. However, we will originate farmland loans in amounts up to 100% of the value of the farm if the borrower is able to secure a guarantee from the U.S. Farm Service Agency. Generally, we obtain personal guarantees of the borrower on all loans secured by farmland.

Consumer and Other Loans. We make various types of secured consumer loans that are collateralized by deposits, boats and automobiles as well as unsecured consumer loans. We also have a commercial lease program with the loan balances included in other loans. Commercial leases totaled $70.1 million and consumer and other loans totaled $38.8 million at December 31, 2019. These loans totaled $108.9 million in aggregate, or 7.1% of our total loan portfolio at December 31, 2019.

Consumer loans generally have a fixed rate at a margin over the prime rate and have terms of three years to ten years. At December 31, 2019, $6.4 million of our consumer loans were unsecured. Our procedure for underwriting consumer loans includes an assessment of the applicant's credit history and ability to meet existing obligations and payments for the proposed loan, as well as an evaluation of the value of the collateral security, if any.
 
Consumer loans generally entail greater risk than other types of loans, particularly in the case of loans that are unsecured or are secured by assets that tend to depreciate in value, such as automobiles. As a result, consumer loan collections are primarily dependent on the borrower's continuing financial stability and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. In these cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan, and the remaining value often does not warrant further substantial collection efforts against the borrower.
 
Loan Originations, Sales and Participations. Loan originations are derived from a number of sources such as referrals from our board of directors, existing customers, borrowers, builders, attorneys and walk-in customers. We generally retain the loans that we originate in our loan portfolio and only sell loans infrequently. We had $15.3 million at December 31, 2019 in purchased loan participations that were not syndicated loans. At December 31, 2019, we had $39.9 million in syndicated loans, of which $22.0 million were shared national credits.
 

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Loan Approval Authority. We establish various lending limits for executive management and also maintain a loan committee comprised of our directors and management. Generally, loan officers have authority to approve secured loan relationships in amounts up to $100,000 and unsecured loan relationships in amounts up to $25,000. For loans exceeding a loan officer's approval authority, we utilize two methods for approvals: (1) credit officers and (2) the Bank's loan committee. Loan relationships between $100,000 and $1,000,000 are approved by a combination of credit officers and executive management. The loan committee approves loan relationships of between $1,000,000 and up to $10.0 million. Any loan relationship exceeding $10.0 million requires the approval of the board of directors. Syndicated loans are approved by the Bank's syndicate loan committee in amounts up to $10.0 million.
 
Our lending activities are also subject to Louisiana statutes and internal guidelines limiting the amount we can lend to any one borrower. Subject to certain exceptions, under Louisiana law the Bank may not lend on an unsecured basis to any single borrower (i.e., any one individual or business entity and his or its affiliates) an amount in excess of 20% of the sum of the Bank's capital stock and surplus, or on a secured basis an amount in excess of 50% of the sum of the Bank's capital stock and surplus. At December 31, 2019, our secured legal lending limit was approximately $81.1 million and our unsecured legal lending limit was approximately $32.4 million.
 
Deposit Products
 
Consumer and commercial deposits are attracted principally from within our primary market area through the offering of a selection of deposit instruments including noninterest-bearing and interest-bearing demand, savings accounts and time accounts. Deposit account terms vary according to the minimum balance required, the time period the funds must remain on deposit, and the interest rate. At December 31, 2019, we held $1.9 billion in deposits.
 
We actively seek to obtain public funds deposits. At December 31, 2019, public funds deposits totaled $610.7 million. We have developed a program for the retention and management of public funds deposits. These deposits are from local government entities such as school districts, hospital districts, sheriff departments and other municipalities. We solicit their operating, savings, and time deposits and we are often the fiscal agent for the municipality. The majority of these deposits are under contractual terms of up to three years. Public funds deposit accounts are collateralized by FHLB letters of credit and by eligible government and government agency securities such as those issued by the FHLB, FFCB, Fannie Mae, and Freddie Mac. Public fund deposits are generally priced in relation to an index such as a U.S. Treasury rate. We believe that public funds provide a stable source of funding.
 
The interest rates paid by us on deposits are set at the direction of our executive management. Interest rates are determined based on our liquidity requirements, interest rates paid by our competitors, and our growth goals and applicable regulatory restrictions and requirements. At December 31, 2019, we had $4.4 million in brokered deposits.

Investments
 
Our investment policy is to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and to meet pledging requirements for our public funds and other borrowings. Our investment securities consist of: (1) U.S. Treasury obligations; (2) U.S. government agency obligations; (3) mortgage-backed securities; (4) collateralized mortgage obligations; (5) corporate and other debt securities; (6) mutual funds and other equity securities and (7) municipal bonds. Our mortgage-backed securities comprise the largest share of our investment securities, having a fair value of $243.0 million, of which $179.6 million were classified as available for sale and $63.4 million as held to maturity, at December 31, 2019.
 
The Bank's management asset liability committee and board investment committee are responsible for regular review of our investment activities and the review and approval of our investment policy. These committees monitor our investment securities portfolio and direct our overall acquisition and allocation of funds, with the goal of structuring our portfolio such that our investment securities provide us with a stable source of income but without exposing us to an excessive degree of market risk. During the last five years, our securities portfolio has generated $69.0 million of pre-tax income. For the year ended December 31, 2019, we had no securities with other than temporary impairment that was recognized.
 
Competition
 
We face intense competition both in making loans and attracting deposits. Our market areas in Louisiana and Texas have a high concentration of financial institutions, many of which are branches of large money center, super-regional and regional banks that have resulted from consolidation of the banking industry in Louisiana and Texas. Many of these competitors have greater resources than we do and may offer services that we do not provide, including more attractive pricing than we offer and more extensive branch networks for which they can offer their financial products.
 
Our larger competitors have a greater ability to finance wide-ranging advertising campaigns through their greater capital resources. Our marketing efforts depend heavily upon referrals from officers, directors and shareholders, selective advertising in local media and direct mail solicitations. We compete for business principally on the basis of personal service to customers, customer access to our officers and directors and competitive interest rates and fees. We also offer new technologies such as our mobile app and mobile check deposit for consumers and remote deposit capture for commercial customers.
 
In the financial services industry in recent years, intense market demands, technological and regulatory changes and economic pressures have eroded industry classifications that were once clearly defined. Financial institutions have been forced to diversify their services, increase rates paid on deposits and become more cost effective as a result of competition with one another and with new types of financial services companies, including non-banking competitors. Some of the results of these market dynamics in the financial services industry have been a number of new bank and non-bank competitors, increased merger activity, and increased customer awareness of product and service differences among competitors. These factors could affect our business prospects.
 

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Employees
 
At December 31, 2019, we had 419 full-time and 38 part-time employees. None of our employees is represented by a collective bargaining group or are parties to a collective bargaining agreement. We believe that our relationship with our employees is good.
 
Subsidiaries
 
Other than our wholly-owned bank subsidiary, First Guaranty Bank, we have no subsidiaries.


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Supervision and Regulation
 
General
 
First Guaranty Bank is a Louisiana-chartered commercial bank and is the wholly-owned subsidiary of First Guaranty Bancshares, a Louisiana-chartered banking holding company. First Guaranty Bank's deposits are insured up to applicable limits by the FDIC. First Guaranty Bank is subject to extensive regulation by the Louisiana Office of Financial Institutions (the "OFI"), as its chartering agency, and by the FDIC, its primary federal regulator and deposit insurer. First Guaranty Bank is required to file reports with, and is periodically examined by, the FDIC and the OFI concerning its activities and financial condition and must obtain regulatory approvals prior to entering into certain transactions, including, but not limited to, mergers with or acquisitions of other financial institutions. As a registered bank holding company, First Guaranty Bancshares is regulated by the Federal Reserve Board.
 
The regulatory and supervisory structure establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of depositors and the deposit insurance funds, rather than for the protection of shareholders and creditors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies concerning the establishment of deposit insurance assessment fees, classification of assets and establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulatory requirements and policies, whether by the Louisiana legislature, the OFI, the FDIC, the Federal Reserve Board or the United States Congress, could have a material adverse impact on the financial condition and results of operations of First Guaranty Bancshares and First Guaranty Bank. As is further described below, the Dodd-Frank Act has significantly changed the bank regulatory structure and may affect the lending, investment and general operating activities of depository institutions and their holding companies.
 
Set forth below is a summary of certain material statutory and regulatory requirements applicable to First Guaranty Bancshares and First Guaranty Bank. The summary is not intended to be a complete description of such statutes and regulations and their effects on First Guaranty Bancshares and First Guaranty Bank.
 
The Dodd-Frank Act
 
The Dodd-Frank Act significantly changed bank regulation and has affected the lending, investment, trading and operating activities of depository institutions and their holding companies. The Dodd-Frank Act also created the Consumer Financial Protection Bureau (CFPB) with extensive powers to supervise and enforce consumer protection laws. The CFPB has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit "unfair, deceptive or abusive" acts and practices. The CFPB also has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, such as First Guaranty Bank, will continue to be examined by their applicable federal bank regulators. The Dodd-Frank Act also gave state attorneys general the ability to enforce applicable federal consumer protection laws.
 
The Dodd-Frank Act broadened the base for FDIC assessments for deposit insurance, permanently increasing the maximum amount of deposit insurance to $250,000 per depositor. The Dodd-Frank Act also, among other things, requires originators of certain securitized loans to retain a portion of the credit risk, stipulates regulatory rate-setting for certain debit card interchange fees, repeals restrictions on the payment of interest on commercial demand deposits and contains a number of reforms related to mortgage originations. The Dodd-Frank Act increased the ability of shareholders to influence boards of directors by requiring companies to give shareholders a non-binding vote on executive compensation and so-called "golden parachute" payments. The Dodd-Frank Act also directed the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to company executives, regardless of whether the company is publicly traded or not.

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018
On May 24, 2018, The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018 (the “EGRRCPA”) was enacted, which repeals or modifies certain provisions of the Dodd-Frank Act and eases regulations on all but the largest banks. The EGRRCPA’s provisions include, among other things: (i) exempting banks with less than $10 billion in assets from the ability-to-repay requirements for certain qualified residential mortgage loans held in portfolio; (ii) not requiring appraisals for certain transactions valued at less than $400,000 in rural areas; (iii) exempting banks that originate fewer than 500 open-end and 500 closed-end mortgages from HMDA’s expanded data disclosures; (iv) clarifying that, subject to various conditions, reciprocal deposits of another depository institution obtained using a deposit broker through a deposit placement network for purposes of obtaining maximum deposit insurance would not be considered brokered deposits subject to the FDIC’s brokered-deposit regulations; (v) raising eligibility for the 18-month exam cycle from $1 billion to banks with $3 billion in assets; and (vi) simplifying capital calculations by requiring regulators to establish for institutions under $10 billion in assets a community bank leverage ratio at a percentage not less than 8% and not greater than 10% that such institutions may elect to replace the general applicable risk-based capital requirements for determining well-capitalized status. In addition, the law required the Federal Reserve Board to raise the asset threshold under its Small Bank Holding Company Policy Statement from $1 billion to $3 billion for bank or savings and loan holding companies that are exempt from consolidated capital requirements, provided that such companies meet certain other conditions such as not engaging in significant nonbanking activities.  


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Louisiana Bank Regulation
 
As a Louisiana-chartered bank, First Guaranty Bank is subject to the regulation and supervision of the OFI. Under Louisiana law, First Guaranty Bank may establish additional branch offices within Louisiana, subject to the approval of OFI. After the Dodd-Frank Act, we can also establish additional branch offices outside of Louisiana, subject to prior regulatory approval, as long as the laws of the state where the branch is to be located would permit such expansion. In addition, First Guaranty Bank is the primary source of First Guaranty's dividend payments, and its ability to pay dividends will be subject to any restrictions applicable to the Bank. Under Louisiana law, a Louisiana bank may not pay cash dividends unless the bank has unimpaired surplus equal to 50% of its outstanding capital stock, both before and after giving effect to the dividend payment. Subject to satisfying such requirement, First Guaranty Bank may pay dividends to First Guaranty without the approval of the OFI so long as the amount of the dividend does not exceed its net profits earned during the current year combined with its retained earnings for the immediately preceding year. The OFI must approve any proposed dividend in excess of this threshold.

Federal Regulations
 
Capital Requirements. Federal regulations require FDIC-insured depository institutions to meet several minimum capital standards:  a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets of 8%, and a 4% Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act.
 
For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common stockholders' equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and additional Tier 1 capital. Additional Tier 1 capital includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus, meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions such as First Guaranty Bank, that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income ("AOCI"), up to 45% of net unrealized gains on available for sale equity securities with readily determinable fair market values. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
 
In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, all assets, including certain off-balance sheet assets ( e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.
 
In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increased each year until it became fully implemented at 2.5% on January 1, 2019.
 
In assessing an institution's capital adequacy, the FDIC takes into consideration, not only these numeric factors, but qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where deemed necessary.

Notwithstanding the foregoing, pursuant to the EGRRCPA, the FDIC finalized a rule that established a community bank leverage ratio (tier 1 capital to average consolidated assets) at 9% for institutions under $10 billion in assets that such institutions may elect to utilize in lieu of the general applicable risk-based capital requirements under Basel III. Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well-capitalized. The new rule takes effect on January 1, 2020.
 
At December 31, 2019, First Guaranty Bank was well-capitalized based on FDIC guidelines.
 
Standards for Safety and Soundness. As required by statute, the federal banking agencies have adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness to implement safety and soundness standards. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit system, credit underwriting, loan documentation, interest rate exposure, asset growth, asset quality, earnings, compensation, fees and benefits and, more recently, safeguarding customer information. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard.
 

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Business and Investment Activities. Under federal law, all state-chartered FDIC-insured banks have been limited in their activities as principal and in their equity investments to the type and the amount authorized for national banks, notwithstanding state law. Federal law permits exceptions to these limitations. For example, certain state-chartered banks may, with FDIC approval, continue to exercise state authority to invest in common or preferred stocks listed on a national securities exchange and in the shares of an investment company registered under the Investment Company Act of 1940, as amended. The maximum permissible investment is the lesser of 100.0% of Tier 1 capital or the maximum amount permitted by Louisiana law.
 
The FDIC is also authorized to permit state banks to engage in state authorized activities or investments not permissible for national banks (other than non-subsidiary equity investments) if they meet all applicable capital requirements and it is determined that such activities or investments do not pose a significant risk to the FDIC insurance fund. The FDIC has adopted regulations governing the procedures for institutions seeking approval to engage in such activities or investments. The Gramm-Leach-Bliley Act of 1999 specified that a state bank may control a subsidiary that engages in activities as principal that would only be permitted for a national bank to conduct in a "financial subsidiary," if a bank meets specified conditions and deducts its investment in the subsidiary for regulatory capital purposes.

Prompt Corrective Regulatory Action. Federal law requires, among other things, that federal bank regulatory authorities take "prompt corrective action" with respect to banks that do not meet minimum capital requirements. For these purposes, the law establishes five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.
 
An institution is deemed to be "well capitalized" if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is "undercapitalized" if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be "significantly undercapitalized" if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considered to be "critically undercapitalized" if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.
 
"Undercapitalized" banks must adhere to growth, capital distribution (including dividend) and other limitations and are required to submit a capital restoration plan. A bank's compliance with such a plan must be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the institution's total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an "undercapitalized" bank fails to submit an acceptable plan, it is treated as if it is "significantly undercapitalized." "Significantly undercapitalized" banks must comply with one or more of a number of additional measures, including, but not limited to, a required sale of sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cessation of taking deposits from correspondent banks, the dismissal of directors or officers and restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. "Critically undercapitalized" institutions are subject to additional measures including, subject to a narrow exception, the appointment of a receiver or conservator within 270 days after it obtains such status.

Transactions with Related Parties. Transactions between a bank (and, generally, its subsidiaries) and its related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A and 23B of the Federal Reserve Act limit the extent to which the bank or its subsidiaries may engage in "covered transactions" with any one affiliate to 10% of such institution's capital stock and surplus and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such institution's capital stock and surplus. The term "covered transaction" includes the making of loans, purchase of assets, issuance of a guarantee and similar transactions. In addition, loans or other extensions of credit by the institution to the affiliate are required to be collateralized in accordance with specified requirements. The law also requires that affiliate transactions be on terms and conditions that are substantially the same, or at least as favorable to the institution, as those provided to non-affiliates.
 
First Guaranty Bank's authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:
be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and
not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of First Guaranty Bank's capital.
 
In addition, extensions of credit in excess of certain limits must be approved by First Guaranty Bank's board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

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Enforcement. The FDIC has extensive enforcement authority over insured state banks, including First Guaranty Bank. That enforcement authority includes, among other things, the ability to assess civil money penalties, issue cease and desist orders and remove directors and officers. In general, enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices. The FDIC also has authority under federal law to appoint a conservator or receiver for an insured bank under certain circumstances. The FDIC is required, with certain exceptions, to appoint a receiver or conservator for an insured state non-member bank if that bank was "critically undercapitalized" on average during the calendar quarter beginning 270 days after the date on which the institution became "critically undercapitalized."

Federal Insurance of Deposit Accounts. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor.

Assessments for most institutions are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure within three years. The assessment range (inclusive of possible adjustments) was for most banks and savings associations 1.5 basis points to 30 basis points.
 
The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The FDIC was required to seek to achieve the 1.35% ratio by September 30, 2020. The FDIC indicated that the 1.35% ratio was exceeded in November 2018. Insured institutions of less than $10 billion of assets received credits for the portion of their assessments that contributed to the reserve ratio between 1.15% and 1.35%. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC, and the FDIC has exercised that discretion by establishing a long-range fund ratio of 2%. 
The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of First Guaranty Bank. Management cannot predict what assessment rates will be in the future.
 
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.
 
Community Reinvestment Act. Under the CRA, a bank has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA does require the FDIC, in connection with its examination of a bank, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, including applications to establish or acquire branches and merger with other depository institutions. The CRA requires the FDIC to provide a written evaluation of an institution's CRA performance utilizing a four-tiered descriptive rating system. First Guaranty Bank's latest FDIC CRA rating, dated September 24, 2019, was "satisfactory."
 
Federal Reserve System. The Federal Reserve Board regulations require savings institutions to maintain non interest-earning reserves against their transaction accounts (primarily negotiable order of withdrawal (NOW) and regular checking accounts). For 2020, the regulations generally provide that reserves be maintained against aggregate transaction accounts as follows: a 3% reserve ratio is assessed on net transaction accounts up to and including $127.5 million; a 10% reserve ratio is applied above $127.5 million. The first $16.9 million of otherwise reservable balances are exempted from the reserve requirements. The amounts are adjusted annually. First Guaranty Bank complies with the foregoing requirements.
 
FHLB System. First Guaranty Bank is a member of the FHLB System, which consists of twelve regional FHLBs. The FHLB System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the FHLB, First Guaranty Bank is required to acquire and hold a specified amount of shares of capital stock in the FHLB. As of December 31, 2019, First Guaranty Bank complies with this requirement.


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Other Regulations
 
Interest and other charges collected or contracted for by First Guaranty Bank are subject to state usury laws and federal laws concerning interest rates. First Guaranty Bank's operations are also subject to federal laws applicable to credit transactions, such as the:
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;
Real Estate Settlement Procedures Act, requiring that borrowers for mortgage loans for one-to four-family residential real estate receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices, and prohibiting certain practices that increase the cost of settlement services;
Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;
Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;
Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;
Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;
Truth in Savings Act; and
Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of First Guaranty Bank also are subject to the:
Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;
Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services;
Check Clearing for the 21st Century Act (also known as "Check 21"), which gives "substitute checks," such as digital check images and copies made from that image, the same legal standing as the original paper check;
USA PATRIOT Act, which requires banks operating to, among other things, establish broadened anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and
Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution's privacy policy and provide such customers the opportunity to "opt out" of the sharing of certain personal financial information with unaffiliated third parties.
 


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Holding Company Regulation
 
As a bank holding company, First Guaranty is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended, as administered by the Federal Reserve Board. We are required to obtain the prior approval of the Federal Reserve Board to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior Federal Reserve Board approval would be required for us to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if it would, directly or indirectly, own or control more than 5% of any class of voting shares of the bank or bank holding company.
 
A bank holding company is generally prohibited from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve Board to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the Federal Reserve Board has determined by regulation to be closely related to banking are: (1) making or servicing loans; (2) performing certain data processing services; (3) providing securities brokerage services; (4) acting as fiduciary, investment or financial advisor; (5) leasing personal or real property under certain conditions; (6) making investments in corporations or projects designed primarily to promote community welfare; and (7) acquiring a savings association.
 
The Gramm-Leach-Bliley Act of 1999 authorizes a bank holding company that meets specified conditions, including depository institutions subsidiaries that are "well capitalized" and "well managed," to opt to become a "financial holding company." A "financial holding company" may engage in a broader array of financial activities than permitted a typical bank holding company. Such activities can include insurance underwriting and investment banking. First Guaranty has elected "financial holding company" status.
 
The Dodd-Frank Act required the Federal Reserve Board to revise its consolidated capital requirements for holding companies so that they are no less stringent, both quantitatively and in terms of components of capital, than those applicable to the subsidiary banks. This eliminated certain instruments from tier 1 capital, such as trust preferred securities that were previously includable for bank holding companies.
 
With the enactment of EGRRCPA, we are no longer subject to the Federal Reserve Board's consolidated capital adequacy guidelines for bank holding companies as we do not have more than $3.0 billion in total assets.
 
A bank holding company is generally required to give the Federal Reserve Board prior written notice of any purchase or redemption of then outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve Board may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve Board order or directive, or any condition imposed by, or written agreement with, the Federal Reserve Board. The Federal Reserve Board has adopted an exception to that approval requirement for well-capitalized bank holding companies that meet certain other conditions.
 
The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board's policies provide that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization's capital needs, asset quality and overall financial condition. The Federal Reserve Board's policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by using available resources to provide capital funds during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. The Dodd-Frank Act codified the source of strength policy and requires the promulgation of implementing regulations. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect our ability to pay dividends or otherwise engage in capital distributions.
 
The Federal Deposit Insurance Act makes depository institutions liable to the FDIC for losses suffered or anticipated by the insurance fund in connection with the default of a commonly controlled depository institution or any assistance provided by the FDIC to such an institution in danger of default. That law would have potential applicability if we ever held as a separate subsidiary a depository institution in addition to the Bank.
 
We are affected by the monetary and fiscal policies of various agencies of the United States Government, including the Federal Reserve System. In view of changing conditions in the national economy and in the money markets, it is impossible for management to accurately predict future changes in monetary policy or the effect of such changes on our business or financial condition.


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Federal Securities Laws
 
First Guaranty's common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. First Guaranty is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
 
Sarbanes-Oxley Act
 
The Sarbanes-Oxley Act addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the board of directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting. We have prepared policies, procedures and systems designed to ensure compliance with these regulations.
 
Concentrated Commercial Real Estate Lending Regulations.
 
The Federal Reserve Board and FDIC have promulgated guidance governing financial institutions with concentrations in commercial real estate lending. The guidance provides that a company has a concentration in commercial real estate lending if (i) total reported loans for construction, land development, and other land represent 100% or more of total capital or (ii) total reported loans secured by multi-family and non-farm residential properties and loans for construction, land development, and other land represent 300% or more of total capital and the outstanding balance of such loans has increased 50% or more during the prior 36 months. If a concentration is present, Management must employ heightened risk management practices including board and Management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and increasing capital requirements. First Guaranty is subject to these regulations.


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Item 1A. – Risk Factors
 
An investment in shares of our common stock involves substantial risks. You should carefully consider, among other matters, the factors set forth below as well as the other information included in this Annual Report on Form 10-K. If any of the risks described herein develop into actual events, our business, financial condition, liquidity, results of operations and prospects could be materially and adversely affected, the market price of our common stock could decline and you may lose all or part of your investment.
 
Risks Related to Our Business and Operations
 
Adverse events in Louisiana and North Central Texas, where our business is concentrated, could adversely affect our results of operations and future growth.
 
Our business, the location of our branches and the real estate used as collateral on our real estate loans are primarily concentrated in Louisiana and North Central Texas. At December 31, 2019, approximately 75.3% of the secured loans in our loan portfolio were secured by real estate and other collateral located in our market area. As a result, we are exposed to risks associated with a lack of geographic diversification. The occurrence of an economic downturn in Louisiana and North Central Texas, or adverse changes in laws or regulations in Louisiana and North Central Texas could impact the credit quality of our assets, the businesses of our customers and our ability to expand our business. Our success significantly depends upon the growth in population, income levels, deposits and housing in our market area. If the communities in which we operate do not grow or if prevailing economic conditions locally or nationally are unfavorable, our business may be negatively affected.
 
Material fluctuations in the price of oil and gas could adversely affect our business. At December 31, 2019, approximately $53.4 million, or 3.5% of our total loan portfolio was comprised of loans to businesses engaged in support or service activities for oil and gas operations. At December 31, 2019 we had $16.8 million in unfunded loan commitments related to these businesses. In addition, the market value of the real estate securing loans as collateral could be adversely affected by unfavorable changes in market and economic conditions. Adverse developments affecting commerce or real estate values in the local economies in our primary market areas could increase the credit risk associated with our loan portfolio. In addition, substantially all of our loans are to individuals and businesses in Louisiana and North Central Texas. Our business customers may not have customer bases that are as diverse as businesses serving regional or national markets. Consequently, any decline in the economy of our market area could have an adverse impact on our revenues and financial condition. In particular, we may experience increased loan delinquencies, which could result in a higher provision for loan losses and increased charge-offs. Any sustained period of increased non-payment, delinquencies, foreclosures or losses caused by adverse market or economic conditions in our market area could adversely affect the value of our assets, revenues, results of operations and financial condition.
 
We have a significant number of loans secured by real estate, and a downturn in the local real estate market could negatively impact our profitability.
 
At December 31, 2019, approximately 73.6% of our total loan portfolio was secured by real estate, almost all of which is located in Louisiana and North Central Texas. As a result of the severe recession in 2008 and 2009, real estate values nationally and in our Louisiana markets declined. Recently, real estate values both nationally and in our market areas have shown improvement. Future declines in the real estate values in our Louisiana and North Central Texas markets could significantly impair the value of the particular collateral securing our loans and our ability to sell the collateral upon foreclosure for an amount necessary to satisfy the borrower's obligations to us. This could require increasing our allowance for loan losses to address the decrease in the value of the real estate securing our loans which could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
 
Our loan portfolio consists of a high percentage of loans secured by non-farm non-residential real estate. These loans carry a greater credit risk than loans secured by one- to four-family properties.
 
Our loan portfolio includes non-farm non-residential real estate loans, primarily loans secured by commercial real estate such as office buildings, hotels and retail facilities. At December 31, 2019, our non-farm non-residential loans totaled $616.5 million, or 40.3% of our total loan portfolio. Our non-farm non-residential real estate loans expose us to greater risk of nonpayment and loss than one- to four-family family residential mortgage loans because repayment of the loans often depends on the successful operation and income stream of the borrowers. If we foreclose on these loans, our holding period for the collateral typically is longer than for a one- to four-family residential property because there are fewer potential purchasers of the collateral. In addition, non-farm non-residential real estate loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential loans. Accordingly, charge-offs on non-farm non-residential loans may be larger on a per loan basis than those incurred with our residential or consumer loan portfolios. An unexpected adverse development on one or more of these types of loans can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.

A portion of our loan portfolio is comprised of commercial and industrial loans secured by accounts receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could increase the potential for future losses.
 
At December 31, 2019, $268.3 million, or 17.5% of our total loans, was comprised of commercial and industrial loans to businesses collateralized by general business assets including, among other things, accounts receivable, inventory and equipment and generally backed by a personal guaranty of the borrower or principal. These commercial and industrial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial and industrial loans is subject to the ongoing business operations of the borrower. The collateral securing such loans generally includes movable property such as equipment and inventory, which may decline in value more rapidly than we anticipate, or may be difficult to market and sell, exposing us to increased credit risk. Significant adverse changes in the economy or local market conditions in which our commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets, resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations.


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A portion of our loan portfolio is comprised of commercial leases secured by equipment or other commercial collateral, the deterioration in value of which could increase the potential for future losses.

At December 31, 2019, $70.1 million, or 4.6% of our total loans, was comprised of commercial leases. These commercial leases are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial leases is subject to the ongoing business operations of the borrower. The collateral securing leases includes equipment and other assets which may decline in value more rapidly than we anticipate, or may be difficult to market and sell, exposing us to increased credit risk. Significant adverse changes in the economy or local market conditions in which our commercial leasing customers operate could cause rapid declines in loan collectability and the values associated with lease assets, resulting in inadequate collateral coverage that may expose us to credit losses and could adversely affect our business, financial condition and results of operations.
 
A portion of our loan portfolio consists of syndicated loans, including syndicated loans known as shared national credits, secured by assets located generally outside of our market area. Syndicated loans may have a higher risk of loss than other loans we originate because we are not the lead lender and we have limited control over credit monitoring.
 
Over the last twelve years, we have pursued a focused program to participate in select syndicated loans (loans made by a group of lenders, including us, who share or participate in a specific loan) with a larger regional financial institution as the lead lender. Syndicated loans are typically made to large businesses (which are referred to as shared national credits) or middle market companies (which do not meet the regulatory definition of shared national credits), both of which are secured by business assets or equipment, and commercial real estate located generally outside of our market area. The syndicate group for both types of loans usually consists of two to three other financial institutions. First Guaranty's commitment typically ranges between $5.0 million to $15.0 million. At December 31, 2019, we had $39.9 million in syndicated loans, or 2.6% of our total loan portfolio. At December 31, 2019, we had $17.9 million in syndicated loans that were not shared national credits. On December 21, 2017 the Federal Reserve, FDIC, and Office of Comptroller of the Currency issued a change to the definition of a Shared National Credit. Effective January 1, 2018, the aggregate loan commitment threshold for inclusion in the Shared National Credit (SNC) program increased from $20 million to $100 million. First Guaranty's syndicated loans that meet the revised definition at December 31, 2019 were $22.0 million. Syndicated loans may have a higher risk of loss than other loans we originate because we rely on the lead lender to monitor the performance of the loan. Moreover, our decision regarding the classification of a syndicated loan and loan loss provisions associated with a syndicated loan are made in part based upon information provided by the lead lender. A lead lender also may not monitor a syndicated loan in the same manner as we would for other loans that we originate. If our underwriting of these syndicated loans is not sufficient, our non-performing loans may increase and our earnings may decrease.
 
Curtailment of government guaranteed loan programs could affect a segment of our business, and government agencies may not honor their guarantees if we do not originate loans in compliance with their guidelines.
 
As of December 31, 2019, $65.3 million, or 4.3% of our total loan portfolio, was comprised of loans where all or some portion of the loans were guaranteed through the SBA, USDA or FSA lending programs, and we intend to grow this segment of our portfolio in the future. From time to time, the government agencies that guarantee these loans reach their internal limits and cease to guarantee loans. In addition, these agencies may change their rules for loans or Congress may adopt legislation that would have the effect of discontinuing or changing the loan programs. Non-governmental programs could replace government programs for some borrowers, but the terms might not be equally acceptable. Therefore, if these changes occur, the volume of loans to small business, industrial and agricultural borrowers of the types that now qualify for government guaranteed loans could decline. Also, the profitability of these loans could decline.
 
In addition, while we follow the SBA's, USDA's and FSA's underwriting guidelines, our ability to do so depends on the knowledge and diligence of our employees and the effectiveness of controls we have established. If our employees do not follow the SBA, USDA or FSA guidelines in originating loans and if our loan review and audit programs fail to identify and rectify such failures, the government agencies that guarantee these loans may refuse to honor their guarantee obligations and we may incur losses as a result.
 
Interest rate shifts may reduce net interest income and otherwise negatively impact our financial condition and results of operations.
 
The majority of our banking assets are monetary in nature and subject to risk from changes in interest rates. Like most financial institutions, our earnings and cash flows depend to a great extent upon the level of our net interest income, or the difference between the interest income we earn on loans, investments and other interest-earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or decrease our net interest income, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes.
 
When interest-bearing liabilities mature or reprice more quickly, or to a greater degree than interest-earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. Additionally, an increase in interest rates may, among other things, reduce the demand for loans and our ability to originate loans and decrease loan repayment rates. A decrease in the general level of interest rates may affect us through, among other things, increased prepayments on our loan portfolio and increased competition for deposits. Accordingly, changes in the level of market interest rates affect our net yield on interest-earning assets, loan origination volume and our overall results. Although our asset-liability management strategy is designed to control and mitigate exposure to the risks related to changes in market interest rates, those rates are affected by many factors outside of our control, including governmental monetary policies, inflation, deflation, recession, changes in unemployment, the money supply, international disorder and instability in domestic and foreign financial markets.


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We could recognize losses on securities held in our securities portfolio, particularly if interest rates increase or economic and market conditions deteriorate.
 
While we attempt to invest a significant percentage of our assets in loans (our loan to deposit ratio was 82.3% at December 31, 2019), we invest a portion of our total assets (20.2% at December 31, 2019) in investment securities with the primary objectives of providing a source of liquidity, generating an appropriate return on funds invested, managing interest rate risk, meeting pledging requirements of our public funds deposits and meeting regulatory capital requirements. At December 31, 2019, the carrying value of our securities portfolio was $427.0 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. For example, fixed-rate securities are generally subject to decreases in market value when interest rates rise. Additional factors include, but are not limited to, rating agency downgrades of the securities, defaults by the issuer or individual borrowers with respect to the underlying securities, and instability in the credit markets. Any of the foregoing factors could cause an other-than-temporary impairment in future periods and result in realized losses. The process for determining whether impairment is other-than-temporary usually requires difficult, subjective judgments about the future financial performance of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. At December 31, 2019, First Guaranty had no corporate debt security with other-than-temporary impairment. In 2019, no credit related impairment was charged to earnings and no non-credit related other-than-temporary impairment was recorded in other comprehensive income. Because of changing economic and market conditions affecting interest rates, the financial condition of issuers of the securities and the performance of the underlying collateral, we may recognize realized and/or unrealized losses in future periods, which could have an adverse effect on our business, financial condition and results of operations.
 
Public funds deposits are an important source of funds for us and a reduced level of those deposits may hurt our profits.
 
Public funds deposits are a significant source of funds for our lending and investment activities. At December 31, 2019, $610.7 million, or 33.0% of our total deposits, consisted of public funds deposits from local government entities such as school districts, hospital districts, sheriff departments and other municipalities, which are collateralized by letters of credit from the Federal Home Loan Bank ("FHLB") and investment securities. Given our dependence on high-average balance public funds deposits as a source of funds, our inability to retain such funds could significantly and adversely affect our liquidity. Further, our public funds deposits are primarily demand deposit accounts or short-term time deposits and are therefore more sensitive to interest rate risks. If we are forced to pay higher rates on our public funds accounts to retain those funds, or if we are unable to retain such funds and we are forced to resort to other sources of funds for our lending and investment activities, such as borrowings from the FHLB, the interest expense associated with these other funding sources may be higher than the rates we are currently paying on our public funds deposits, which would adversely affect our net income.
 
Our strategy of pursuing acquisitions exposes us to financial, execution and operational risks that could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
 
On November 7, 2019, we completed our merger with Union Bancshares, Incorporated and its subsidiary The Union Bank headquartered in Marksville, Louisiana. We intend to continue pursuing a strategy that includes acquisitions. An acquisition strategy involves significant risks, including the following:
finding suitable candidates for acquisition;
attracting funding to support additional growth within acceptable risk tolerances;
maintaining asset quality;
retaining customers and key personnel;
obtaining necessary regulatory approvals;
conducting adequate due diligence and managing known and unknown risks and uncertainties;
integrating acquired businesses; and
maintaining adequate regulatory capital.
   
The market for acquisition targets is highly competitive, which may adversely affect our ability to find acquisition candidates that fit our strategy and standards. To the extent that we are unable to find suitable acquisition targets, an important component of our growth strategy may not be realized. Acquisitions will be subject to regulatory approvals, and we may be unable to obtain such approvals. Acquisitions of financial institutions also involve operational risks and uncertainties, and acquired companies may have unknown or contingent liabilities with no available manner of recourse, exposure to unexpected problems such as asset quality, the retention of key employees and customers and other issues that could negatively affect our business. We may not be able to complete future acquisitions or, if completed, we may not be able to successfully integrate the operations, technology platforms, management, products and services of the entities that we acquire and to realize our attempts to eliminate redundancies. The integration process may also require significant time and attention from our management that they would otherwise be able to direct toward servicing existing business and developing new business. Acquisitions typically involve the payment of a premium over book and market trading values and, therefore, some dilution of our tangible book value and net income per common share may occur in connection with any future acquisition of a financial institution or service company, and the carrying amount of any goodwill that we acquire may be subject to impairment in future periods. Failure to successfully integrate the entities we acquire into our existing operations may increase our operating costs significantly and adversely affect our business, financial condition and results of operations.


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We may not be able to successfully maintain and manage our growth.
 
Continued growth depends, in part, upon the ability to expand market presence, to successfully attract core deposits, and to identify attractive commercial lending opportunities. Management may not be able to successfully manage increased levels of assets and liabilities. We may be required to make additional investments in equipment and personnel to manage higher asset levels and loan balances, which may adversely impact our efficiency, earnings and shareholder returns. In addition, franchise growth may increase through acquisitions and de novo branching. The ability to successfully integrate such acquisitions into our consolidated operations will have a direct impact on our financial condition and results of operations.
 
We depend primarily on net interest income for our earnings rather than noninterest income.
 
Net interest income is the most significant component of our operating income. For the year ended December 31, 2019, our net interest income totaled $61.7 million in comparison to our total noninterest income of $8.3 million earned during the same year. We do not rely on nontraditional sources of fee income utilized by some community banks, such as fees from sales of insurance, securities or investment advisory products or services. The amount of our net interest income is influenced by the overall interest rate environment, competition, and the amount of interest-earning assets relative to the amount of interest-bearing liabilities. In the event that one or more of these factors were to result in a decrease in our net interest income, we have limited sources of noninterest income to offset any decrease in our net interest income.
 
If our nonperforming assets increase, our earnings will be adversely affected.
 
At December 31, 2019, our non-performing assets, which consist of non-performing loans and other real estate owned, were $21.9 million, or 1.04% of total assets. Our non-performing assets adversely affect our net income in various ways:
we record interest income only on the cash basis or cost-recovery method for nonaccrual loans and we do not record interest income for other real estate owned;
we must provide for probable loan losses through a current period charge to the provision for loan losses;
noninterest expense increases when we write down the value of properties in our other real estate owned portfolio to reflect changing market values;
there are legal fees associated with the resolution of problem assets, as well as carrying costs, such as taxes, insurance, and maintenance fees; and
the resolution of non-performing assets requires the active involvement of management, which can distract them from more profitable activity.
 
If additional borrowers become delinquent and do not pay their loans and we are unable to successfully manage our non-performing assets, our losses and troubled assets could increase significantly, which could have a material adverse effect on our financial condition and results of operations.

If the allowance for loan losses is not sufficient to cover actual loan losses, earnings could decrease.
 
Loan customers may not repay their loans according to the terms of their loans, and the collateral securing the payment of their loans may be insufficient to assure repayment. We may experience significant credit losses, which could have a material adverse effect on our operating results. Various assumptions and judgments about the collectability of the loan portfolio are made, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of many loans. In determining the amount of the allowance for loan losses, management reviews the loans and the loss and delinquency experience and evaluates economic conditions.
 
At December 31, 2019, our allowance for loan losses as a percentage of total loans, net of unearned income, was 0.72% and as a percentage of total non-performing loans was 64.13%. The determination of the appropriate level of allowance is subject to judgment and requires us to make significant estimates of current credit risks and future trends, all of which are subject to material changes. If assumptions prove to be incorrect, the allowance for loan losses may not cover inherent losses in the loan portfolio at the date of the financial statements. Significant additions to the allowance would materially decrease net income. Non-performing loans may increase and non-performing or delinquent loans may adversely affect future performance. In addition, federal and state regulators periodically review the allowance for loan losses and may require an increase in the allowance for loan losses or recognize further loan charge-offs. Any significant increase in our allowance for loan losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our results of operations and financial condition.
 
Emphasis on the origination of short-term loans could expose us to increased lending risks.
 
At December 31, 2019, $1.1 billion, or 72.5% of our total loans consisted of short-term loans, defined as loans whose payments are typically based on ten to 20-year amortization schedules but have maturities typically ranging from one to five years. This results in our borrowers having significantly higher final payments due at maturity, known as a "balloon payment." In the event our borrowers are unable to make their balloon payments when they are due, we may incur significant losses in our loan portfolio. Moreover, while the shorter maturities of our loan portfolio help us to manage our interest rate risk, they also increase the reinvestment risk associated with new loan originations. During an economic slow-down, we might incur significant losses as our loan portfolio matures.

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We rely on our management team and our board of directors for the successful implementation of our business strategy.
 
Our success depends significantly on the continued service and skills of our senior management team and our board of directors, particularly Marshall T. Reynolds, our Chairman, Alton B. Lewis Jr., our President and Chief Executive Officer and Eric J. Dosch, our Chief Financial Officer. The implementation of our business and growth strategies also depends significantly on our ability to attract, motivate and retain highly qualified executives and directors. The loss of services of one or more of these individuals could have a negative impact on our business because of their skills, years of industry experience and difficulty of promptly finding qualified replacement personnel.
 
We obtain a significant portion of our noninterest revenue through service charges on core deposit accounts, and regulations impacting service charges could reduce our fee income.
 
A significant portion of our noninterest revenue is derived from service charge income. During the year ended December 31, 2019, service charges, commissions and fees represented $2.8 million, or 33.8% of our total noninterest income. During the year ended December 31, 2018, service charges, commissions and fees represented $3.0 million, or 56.6% of our total noninterest income. The largest component of this service charge income is overdraft-related fees. Management believes that changes in banking regulations pertaining to rules on certain overdraft payments on consumer accounts have and will continue to have an adverse impact on our service charge income. Additionally, changes in customer behavior, as well as increased competition from other financial institutions, may result in declines in deposit accounts or in overdraft frequency resulting in a decline in service charge income. A reduction in deposit account fee income could have a material adverse effect on our earnings.
 
We may be unable to successfully compete with others for business.
 
The area in which we operate is considered attractive from an economic and demographic viewpoint, and is a highly competitive banking market. We compete for loans and deposits with numerous regional and national banks and other community banking institutions, as well as other kinds of financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers and private lenders. Many competitors have substantially greater resources than we do. The differences in resources may make it harder for us to compete profitably, reduce the rates that we can earn on loans and investments, increase the rates we must offer on deposits and other funds, and adversely affect our overall financial condition and earnings.

Hurricanes or other adverse weather conditions in Louisiana can have an adverse impact on our market area.
 
Our market area in Southeast Louisiana is close to New Orleans and the Gulf of Mexico, areas which are susceptible to hurricanes, tropical storms and other natural disasters and adverse weather conditions. For example, Hurricane Katrina hit the greater New Orleans area in August 2005 causing widespread damage. In August 2016, Louisiana experienced severe flooding which affected several of our markets. Similar future events could potentially cause widespread property damage, require the relocation of an unprecedented number of residents and business operations, and severely disrupt normal economic activity in our market areas, which may have an adverse effect on our operations, loan originations and deposit base. Moreover, our ability to compete effectively with financial institutions whose operations are not concentrated in areas affected by hurricanes or other adverse weather conditions or whose resources are greater than ours will depend primarily on our ability to continue normal business operations following such event. The severity and duration of the effects of hurricanes or other adverse weather conditions will depend on a variety of factors that are beyond our control, including the amount and timing of government, private and philanthropic investments including deposits in the region, the pace of rebuilding and economic recovery in the region and the extent to which a hurricane's property damage is covered by insurance. The occurrence of any such event could have a material adverse effect on our business, financial condition and results of operations.
 
We face risks related to our operational, technological and organizational infrastructure.
 
Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological infrastructure and to manage the cost of that infrastructure as we expand. Similar to other large corporations, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or outside persons and exposure to external events. As discussed below, we are dependent on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract new ones depends on the functionality of our technology systems. Additionally, our ability to run our business in compliance with applicable laws and regulations is dependent on these infrastructures.
 
We continuously monitor our operational and technological capabilities and make modifications and improvements when we believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. We also outsource some of these functions to third parties. These third parties may experience errors or disruptions that could adversely impact us and over which we may have limited control. We also face risk from the integration of new infrastructure platforms and/or new third party providers of such platforms into its existing businesses.
 

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A failure in our operational systems or infrastructure, or those of third parties, could impair our liquidity, disrupt our businesses, result in the unauthorized disclosure of confidential information, damage our reputation and cause financial losses.
 
Our businesses are dependent on their ability to process and monitor, on a daily basis, a large number of transactions, many of which are highly complex, across numerous and diverse markets. These transactions, as well as the information technology services we provide to clients, often must adhere to client-specific guidelines, as well as legal and regulatory standards. Due to the breadth of our client base and following the Premier merger, our geographical reach, developing and maintaining our operational systems and infrastructure is challenging, particularly as a result of rapidly evolving legal and regulatory requirements and technological shifts. Our financial, accounting, data processing or other operating systems and facilities may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, such as a spike in transaction volume, cyber-attack or other unforeseen catastrophic events, which may adversely affect our ability to process these transactions or provide services.
 
In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take protective measures to maintain the confidentiality, integrity and availability of information across all geographic and product lines, and endeavor to modify these protective measures as circumstances warrant, the nature of the threats continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses or other malicious code, cyber-attacks and other events that could have an adverse security impact. Despite the defensive measures we take to manage our internal technological and operational infrastructure, these threats may originate externally from third parties such as foreign governments, organized crime and other hackers, and outsourced or infrastructure-support providers and application developers, or may originate internally from within our organization. Given the increasingly high volume of our transactions, certain errors may be repeated or compounded before they can be discovered and rectified.

Changes in accounting policies or in accounting standards could materially affect how we report our financial condition and results of operations.
 
Accounting policies are essential to understanding our financial condition and results of operations. Some of these policies require the use of estimates and assumptions that may affect the value of our assets or liabilities and financial results. Some of our accounting policies are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain, and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. If such estimates or assumptions underlying our financial statements are incorrect, we may experience material losses.
 
From time to time, the Financial Accounting Standards Board ("FASB") and the Securities and Exchange Commission change the financial accounting and reporting standards or the interpretation of those standards that govern the preparation of our financial statements. These changes are beyond our control, can be difficult to predict and could materially affect how we report our financial condition and results of operations. We could also be required to apply a new or revised standard retroactively, which may result in our restating our prior period financial statements.

In June 2016, the FASB issued a standard, Financial Instruments – Credit Losses, that will significantly change how banks measure and recognize credit impairment for many financial assets from an incurred loss methodology to a current expected loss model.  The current expected credit loss model will require banks to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. This standard is effective for us for the annual and interim periods beginning after December 15, 2022. We are currently evaluating the impact of an adoption of this standard.

We hold certain intangible assets that could be classified as impaired in the future. If these assets are considered to be either partially or fully impaired in the future, our earnings and the book values of these assets would decrease.
 
We are required to test goodwill and core deposit intangible assets for impairment on a periodic basis. The impairment testing process considers a variety of factors, including macroeconomic conditions, industry and market considerations, cost factors, and financial performance. If an impairment determination is made in a future reporting period, our earnings and the book value of these intangible assets will be reduced by the amount of the impairment which would adversely affect our financial performance.
 

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A lack of liquidity could adversely affect our operations and jeopardize our business, financial condition and results of operations.
 
Liquidity is essential to our business. We rely on our ability to generate deposits and effectively manage the repayment and maturity schedules of our loans and investment securities, respectively, to ensure that we have adequate liquidity to fund our operations. An inability to raise funds through deposits, borrowings, the sale of our investment securities, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our most important source of funds is deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk/return tradeoff. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, increasing our funding costs and reducing our net interest income and net income. As stated above, public funds are a sizeable portion of our deposits. Loss of a large public funds depositor at the end of a contract would negatively impact liquidity.
 
Other primary sources of funds consist of cash flows from operations and maturities and sales of investment securities. Additional liquidity is provided by the ability to borrow from the FHLB or the Federal Reserve. We also may borrow funds from third-party lenders, such as other financial institutions. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable to us, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. Our access to funding sources could also be affected by a decrease in the level of our business activity as a result of a downturn in our target markets or by one or more adverse regulatory actions against us.
 
Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, or to fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

Uncertainty surrounding the future of LIBOR (London Interbank Offer Rate) may affect the fair value and return on our financial instruments that use LIBOR as a reference rate.

We hold assets, liabilities, and derivatives that are indexed to the various tenors of LIBOR including but not limited to the one-month LIBOR, three-month LIBOR, one-year LIBOR, and the ten-year constant maturing swap rate. The LIBOR yield curve is also utilized in the fair value calculation of many of these instruments. The reform of major interest benchmarks led to the announcement of the United Kingdom’ s Financial Conduct Authority, the regulator of the LIBOR index, that LIBOR would not be supported in its current form after the end of 2021. We believe the U.S. financial sector will maintain an orderly and smooth transition to new interest rate benchmarks of which we will evaluate and adopt if appropriate. While in the U.S., the Alternative Rates Committee of the FRB and Federal Reserve Bank of New York have identified the SOFR as an alternative U.S. dollar reference interest rate, it is too early to predict the financial impact this rate index replacement may have, if at all.
 
We are subject to environmental liability risk associated with lending activities.
 
A significant portion of our loan portfolio is secured by real property. During the ordinary course of business, we may foreclose on and take title to properties securing certain loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous or toxic substances are found, we may be liable for remediation costs, as well as for personal injury and property damage. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property's value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on our financial condition and results of operations.

The level of our commercial real estate loan portfolio subjects us to additional regulatory scrutiny.
The FDIC and the other federal bank regulatory agencies have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under the guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors, (i) total reported loans for construction, land acquisition and development, and other land represent 100% or more of total capital, or (ii) total reported loans secured by multifamily and non-owner occupied, non-farm, non-residential properties, loans for construction, land acquisition and development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. Based on these factors, we have a concentration in loans of the type described in (ii), above, or 302.81% of our total capital at December 31, 2019. The purpose of the guidance is to assist banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. Our bank regulators could require us to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us or that may result in a curtailment of our commercial real estate and multifamily lending and/or the requirement that we maintain higher levels of regulatory capital, either of which would adversely affect our loan originations and profitability.


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Risks Related to Our Industry
 
We operate in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations.
 
We are subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or federal, state or local legislation could have a substantial impact on us and our operations. Additional legislation and regulations that could significantly affect our powers, authority and operations may be enacted or adopted in the future, which could have a material adverse effect on our financial condition and results of operations. Further, regulators have significant discretion and authority to prevent or remedy unsafe or unsound practices or violations of laws by banks and bank holding companies in the performance of their supervisory and enforcement duties. The exercise of regulatory authority may have a negative impact on our results of operations and financial condition. Like other bank holding companies and financial institutions, we must comply with significant anti-money laundering and anti-terrorism laws. Under these laws, we are required, among other things, to enforce a customer identification program and file currency transaction and suspicious activity reports with the federal government. Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws or make required reports.
 
Federal and state regulators periodically examine our business, and we may be required to remediate adverse examination findings.
 
The Federal Reserve Board, the FDIC and the OFI, periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin "unsafe or unsound" practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. If we become subject to any regulatory actions, it could have a material adverse effect on our business, results of operations, financial condition and growth prospects.

We are subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares.
 
In July 2013, the FDIC approved a new rule that substantially amended the regulatory risk-based capital rules applicable to First Guaranty Bank. The final rule implemented the "Basel III" regulatory capital reforms and changes required by the Dodd-Frank Act.
 
The final rule included new minimum risk-based capital and leverage ratios, which became effective for First Guaranty Bank on January 1, 2015, and refined the definition of what constitutes "capital" for purposes of calculating these ratios. The minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from former rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also established a "capital conservation buffer" of 2.5%, resulting in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The capital conservation buffer requirement was phased in beginning in January 2016 at 0.625% of risk-weighted assets and increased each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.
 
Notwithstanding the foregoing, pursuant to EGRRCPA, the FDIC finalized a rule that established a community bank leverage ratio (tier 1 capital to average consolidated assets) at 9% for institutions under $10 billion in assets that such institutions may elect to replace the general applicable risk-based capital requirements under Basel III. Such institutions that meet the community bank leverage ratio and certain other qualifying criteria will automatically be deemed to be well-capitalized. The new rule takes effect on January 1, 2020.
The application of more stringent capital requirements for First Guaranty Bank could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions constraining us from paying dividends or repurchasing shares if we are unable to comply with such requirements.
 
We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties.
 
The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The CFPB, the United States Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful challenge to an institution's performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including the required payment of damages and civil money penalties, injunctive relief, imposition of restrictions on mergers and acquisitions activity and restrictions on expansion activity. Private parties may also have the ability to challenge an institution's performance under fair lending laws in private class action litigation.
 

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Difficult market conditions have adversely affected the industry in which we operate.
 
If capital and credit markets experience volatility and disruption as they did during the past financial crisis, we may face the following risks:
increased regulation of our industry;
compliance with such regulation may increase our costs and limit our ability to pursue business opportunities;
market developments and the resulting economic pressure on consumers may affect consumer confidence levels and may cause increases in delinquencies and default rates, which, among other effects, could affect our charge-offs and provision for loan losses. Competition in the industry could intensify as a result of the increasing consolidation of financial institutions in connection with the current market conditions;
market disruptions make valuation even more difficult and subjective, and our ability to measure the fair value of our assets could be adversely affected. If we determine that a significant portion of our assets have values significantly below their recorded carrying value, we could recognize a material charge to earnings in the quarter in which such determination was made, our capital ratios would be adversely affected and a rating agency might downgrade our credit rating or put us on credit watch; and
the downgrade of the United States government's sovereign credit rating, any related rating agency action in the future, and the downgrade of the sovereign credit ratings for several European nations could negatively impact our business, financial condition and results of operations.

Changes in the policies of monetary authorities and other government action could adversely affect our profitability.
 
Our results of operations are affected by credit policies of monetary authorities, particularly the policies of the Federal Reserve. The instruments of monetary policy employed by the Federal Reserve Board include open market operations in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, particularly in light of the continuing threat of terrorist attacks, the current military operations in the Middle East or the outbreak of the Coronovirus, we cannot predict possible future changes in interest rates, deposit levels, loan demand or our business and earnings. Furthermore, the actions of the United States government and other governments in responding to such terrorist attacks, the military operations in the Middle East or the outbreak of the Coronovirus may result in currency fluctuations, exchange controls, market disruption and other adverse effects.


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Risk Associated with an Investment in our Common Stock
 
An active, liquid market for our common stock may not develop or be sustained.
 
Our shares of common stock began trading on the NASDAQ Global Market in November 2015. However, an active trading market for shares of our common stock may never develop on NASDAQ or be sustained. If an active trading market does not develop, you may have difficulty selling your shares of common stock at an attractive price, or at all. An inactive market may also impair our ability to raise capital by selling our common stock and may impair our ability to expand our business by using our common stock as consideration in an acquisition.
 
We are an emerging growth company within the meaning of the JOBS Act, and if we decide to take advantage of certain exemptions from various reporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors.
 
We are an "emerging growth company," as defined in the JOBS Act. We are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, reduced disclosure about our executive compensation and omission of compensation discussion and analysis, and an exemption from the requirement of holding a non-binding advisory vote on executive compensation. In addition, we will not be subject to certain requirements of Section 404 of the Sarbanes Oxley Act of 2002, as amended ("Sarbanes-Oxley Act"), including the additional level of review of our internal control over financial reporting that may occur when outside auditors attest to our internal control over financial reporting.
 
We could remain an emerging growth company for up to five years following the completion of our stock offering in November 2015, or until the earliest of: (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.0 billion; (2) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (3) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.
 
If we choose to take advantage of any of these exemptions while we are an emerging growth company, investors would have access to less information and analysis about our executive compensation, which may make it difficult for investors to evaluate our executive compensation practices. Additionally, investors may become less comfortable with the effectiveness of our internal control and the risk that material weaknesses or other deficiencies in our internal controls go undetected may increase. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions and provide reduced disclosure. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
 
Failure to maintain effective internal controls over financial reporting in the future could impair our ability to accurately and timely report our financial results or prevent fraud.
 
Effective internal controls over financial reporting are necessary to provide reliable financial reports and prevent fraud. As a bank holding company, we are subject to regulation that focuses on effective internal controls and procedures. Such controls and procedures are modified, supplemented, and changed from time-to-time as necessary in relation to our growth and in reaction to external events and developments. Any failure to maintain, in the future, an effective internal control environment could impact our ability to report our financial results on an accurate and timely basis, which could result in regulatory actions, loss of investor confidence, and adversely impact our business.
 
We have several large shareholders, and such shareholders may independently vote their shares in a manner that you may not consider to be consistent with your best interest or the best interest of our shareholders as a whole.
 
Our principal shareholders (Marshall T. Reynolds, William K. Hood and Edgar R. Smith III) beneficially own, approximately 40% of our outstanding common stock as of December 31, 2019. Each of these shareholders will continue to have the ability to independently vote a meaningful percentage of our outstanding common stock on all matters put to a vote of our shareholders, including the election of our board of directors and certain other significant corporate transactions, such as a merger or acquisition transaction. On any such matter, the interests of these shareholders may not coincide with the interests of the other holders of our common stock and any such difference in interests may result in that shareholder voting its shares in a manner inconsistent with the interests of other shareholders.
 
Our dividend policy may change without notice, and our future ability to pay dividends is also subject to regulatory restrictions.
 
Holders of our common stock are entitled to receive only such cash dividends as our board of directors may declare out of funds legally available for the payment of dividends. First Guaranty is obligated to make payments on its senior debt and subordinated debt before making dividend payments to common shareholders.
 
Although First Guaranty Bancshares, and First Guaranty Bank prior to the Share Exchange, have paid a quarterly dividend to our shareholders for 106 consecutive quarters as of December 31, 2019, we have no obligation to continue paying dividends, and we may change our dividend policy at any time without prior notice to our shareholders. In addition, our ability to pay dividends will continue to be subject, among other things, to certain regulatory guidance and/or restrictions.


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Risks Associated with an At the Market Offering

Stockholders may experience dilution as a result of our current ATM Offering or future equity offerings.

In order to raise capital for future acquisitions or for general corporate purposes, we may offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at a price per share that may be lower than the current price. In November 2017, First Guaranty announced the launch of the ATM Offering.  First Guaranty may sell up to $25.0 million of common stock under the ATM Offering. If we sell shares of our common stock in the ATM Offering or another future offering, First Guaranty stockholders will experience dilution in their ownership interest in First Guaranty. 

Item 1B – Unresolved Staff Comments
 
None.



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Item 2 - Properties
 
First Guaranty does not directly own any real estate, but it does own real estate indirectly through the Bank. The Bank operates 34 banking centers, including one drive-up facility and one loan production office. The following table sets forth certain information relating to each office. The net book value of premises and equipment at all branch locations, including the raw land of branches under development, at December 31, 2019 totaled $56.5 million. We believe that our properties are adequate for our business operations as they are currently being conducted.
Location
 
Use of Facilities
 
Year Facility
Opened or Acquired
 
Owned/Leased
First Guaranty Square
400 East Thomas Street
Hammond, LA  70401
 
First Guaranty Bank's Main Office
 
1975
 
Owned
2111 West Thomas Street
Hammond, LA  70401
 
Guaranty West Banking Center
 
1974
 
Owned
455 West Railroad Avenue
Independence, LA  70443
 
Independence Banking Center
 
1979
 
Owned
301 Avenue F
Kentwood, LA  70444
 
Kentwood Banking Center
 
1975
 
Owned
189 Burt Blvd
Benton, LA  71006
 
Benton Banking Center
 
2010
 
Owned
126 South Hwy. 1
Oil City, LA  71061
 
Oil City Banking Center
 
1999
 
Owned
401 North 2nd Street
Homer, LA  71040
 
Homer Main Banking Center
 
1999
 
Owned
10065 Hwy 79
Haynesville, LA  71038
 
Haynesville Banking Center
 
1999
 
Owned
117 East Hico Street
Dubach, LA 71235
 
Dubach Banking Center
 
1999
 
Owned
102 East Louisiana Avenue
Vivian, LA  71082
 
Vivian Banking Center
 
1999
 
Owned
500 North Cary Avenue
Jennings, LA  70546
 
Jennings Banking Center
 
1999
 
Owned
799 West Summers Drive
Abbeville, LA  70510
 
Abbeville Banking Center
 
1999
 
Owned
2231 S. Range Avenue
Denham Springs, LA 70726
 
Denham Springs Banking Center
 
2005
 
Owned
500 West Pine Street
Ponchatoula, LA  70454
 
Ponchatoula Banking Center
 
2016
 
Owned
29815 Walker Rd S
Walker, LA 70785
 
Walker Banking Center
 
2007
 
Owned
6151 Hwy 10
Greensburg, LA 70441
 
Greensburg Banking Center
 
2011
 
Owned
723 Avenue G
Kentwood, LA 70444
 
Kentwood West Banking Center
 
2011
 
Owned
35651 Hwy 16
Montpelier, LA 70422
 
Montpelier Banking Center
 
2011
 
Owned
33818 Hwy 16
Denham Springs, LA 70706
 
Watson Banking Center
 
2011
 
Owned
8951 Synergy Dr. #100
McKinney, TX 75070
 
McKinney Banking Center
 
2017
 
Owned
7600 Woodway Drive
Waco, TX 76712
 
Waco Banking Center
 
2017
 
Owned
2209 W. University Dr.
Denton, TX 76201
 
Denton Banking Center
 
2017
 
Owned
2001 N. Handley Ederville Road
Fort Worth, TX 76118
 
Fort Worth Banking Center
 
2017
 
Owned
603 Main Street #101
Garland, TX 75040
 
Garland Banking Center
 
2017
 
Leased
4221 Airline Drive
Bossier City, LA 71111
 
Bossier City Banking Center
 
2017
 
Owned
4740 Nelson Rd #320
Lake Charles, LA 70605
 
Lake Charles Loan Production Office
 
2019
 
Leased
632 West Oak Street
Amite, LA 70422
 
Amite Banking Center
 
2019
 
Owned
1701 Metro Drive
Alexandria, LA 71301
 
Alexandria Banking Center
 
2019
 
Owned

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1110 Shirley Road
Bunkie, LA 71322
 
Bunkie Banking Center
 
2019
 
Owned
2705 Main Street
Hessmer, LA 71341
 
Hessmer Banking Center
 
2019
 
Owned
305 North Main Street
Marksville, LA 71351
 
Marksville Banking Center
 
2019
 
Owned
211 East Tunica Drive
Marksville, LA 71351
 
Tunica Banking Center
 
2019
 
Owned
10710 Highway 1
Moreauville, LA 71355
 
Moreauville Banking Center
 
2019
 
Owned
40 Pinecrest Drive
Pineville, LA 71360
 
Pineville Banking Center
 
2019
 
Owned



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Item 3 - Legal Proceedings
 
First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements. First Guaranty does not record a loss if the loss is not probable or the amount of the loss is not estimable. First Guaranty is a defendant in a lawsuit alleging overpayment of interest on a loan with a possible loss range of $0.0 million to $0.5 million. Judgment has been rendered against First Guaranty for the full amount, but First Guaranty is exercising its appeal rights.  First Guaranty had an accrued liability of $0.1 million at December 31, 2019 related to this lawsuit.  First Guaranty is also a defendant in a lawsuit alleging fault for a loss of funds by a customer with a possible loss range of $0.0 million to $1.5 million. No accrued liability has been recorded related to this lawsuit.
 
Item 4 - Mine Safety Disclosures
 
Not applicable.


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PART II
 
Item 5 - Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
 
Shares of our common stock are traded on the NASDAQ Global Marketplace under the symbol "FGBI". As of December 31, 2019, 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 106 quarters dating back to the third quarter of 1993. The Board of Directors intends to continue to pay regular quarterly cash dividends. 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. There are legal restrictions on the ability of First Guaranty Bank to pay cash dividends to First Guaranty Bancshares, Inc. Under federal and state law, we are required to maintain certain surplus and capital levels and may not distribute dividends in cash or in kind, if after such distribution we would fall below such levels. Specifically, an insured depository institution is prohibited from making any capital distribution to its shareholders, including by way of dividend, if after making such distribution, the depository institution fails to meet the required minimum level for any relevant capital measure including the risk-based capital adequacy and leverage standards.
 
Additionally, under the Louisiana Business Corporation Act, First Guaranty Bancshares, Inc. is prohibited from paying any cash dividends to shareholders if, after the payment of such dividend First Guaranty Bancshares would not be able to pay its debts as they became due in the usual course of business or its total assets would be less than its total liabilities or where net assets are less than the liquidation value of shares that have a preferential right to participate in First Guaranty Bancshares, Inc.'s assets in the event First Guaranty Bancshares, Inc. were to be liquidated.

First Guaranty Bancshares, Inc. did not repurchase any of its shares of common stock during the fourth quarter of 2019.


-35-




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 %)
2019
 
2018
 
2017
 
2016
 
2015
Year End Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Investment securities
$
427,013

 
$
405,303

 
$
501,656

 
$
499,336

 
$
546,121

Federal funds sold
$
914

 
$
549

 
$
823

 
$
271

 
$
582

Loans, net of unearned income
$
1,525,490

 
$
1,225,268

 
$
1,149,014

 
$
948,921

 
$
841,583

Allowance for loan losses
$
10,929

 
$
10,776

 
$
9,225

 
$
11,114

 
$
9,415

Total assets
$
2,117,216

 
$
1,817,211

 
$
1,750,430

 
$
1,500,946

 
$
1,459,753

Total deposits
$
1,853,013

 
$
1,629,622

 
$
1,549,286

 
$
1,326,181

 
$
1,295,870

Borrowings
$
86,747

 
$
34,538

 
$
52,938

 
$
43,230

 
$
42,221

Shareholders' equity
$
166,035

 
$
147,284

 
$
143,983

 
$
124,349

 
$
118,224

Common shareholders' equity
$
166,035

 
$
147,284

 
$
143,983

 
$
124,349

 
$
118,224

Performance Ratios and Other Data:
 

 
 

 
 

 
 

 
 

Return on average assets
0.76
%
 
0.82
%
 
0.71
%
 
0.97
%
 
0.97
%
Return on average common equity
8.99
%
 
9.98
%
 
8.59
%
 
11.18
%
 
12.98
%
Return on average tangible assets (1)
0.78
%
 
0.85
%
 
0.73
%
 
0.98
%
 
0.99
%
Return on average tangible common equity (1)
9.68
%
 
10.77
%
 
9.15
%
 
11.64
%
 
13.60
%
Net interest margin
3.41
%
 
3.41
%
 
3.33
%
 
3.39
%
 
3.26
%
Average loans to average deposits
78.59
%
 
75.39
%
 
72.23
%
 
68.57
%
 
61.31
%
Efficiency ratio (2)
67.48
%
 
69.46
%
 
62.64
%
 
56.85
%
 
55.11
%
Efficiency ratio (excluding amortization of intangibles and securities transactions) (2)
66.77
%
 
66.63
%
 
63.38
%
 
60.19
%
 
57.74
%
Full time equivalent employees (year end)
431

 
346

 
338

 
293

 
277

 
(Footnotes follow on next page)


-36-




 
At or For the Years Ended December 31,
(in thousands except for % and share data)
2019
 
2018
 
2017
 
2016
 
2015
Capital Ratios:
 
 
 
 
 
 
 
 
 
Average shareholders' equity to average assets
8.42
%
 
8.20
 %
 
8.31
%
 
8.63
%
 
9.88
%
Average tangible equity to average tangible assets (3)
8.02
%
 
7.86
 %
 
8.01
%
 
8.44
%
 
9.67
%
Common shareholders' equity to total assets
7.84
%
 
8.10
 %
 
8.23
%
 
8.28
%
 
8.10
%
Tangible common equity to tangible assets (3)
6.99
%
 
7.79
 %
 
7.87
%
 
8.10
%
 
7.89
%
Income Data:
 

 
 

 
 

 
 

 
 

Interest income
$
91,643

 
$
78,390

 
$
67,546

 
$
58,532

 
$
56,079

Interest expense
$
29,966

 
$
21,366

 
$
14,393

 
$
10,140

 
$
8,608

Net interest income
$
61,677

 
$
57,024

 
$
53,153

 
$
48,392

 
$
47,471

Provision for loan losses
$
4,860

 
$
1,354

 
$
3,822

 
$
3,705

 
$
3,864

Noninterest income (excluding securities transactions)
$
8,456

 
$
7,110

 
$
6,943

 
$
5,656

 
$
5,656

Securities (losses) gains
$
(157
)
 
$
(1,830
)
 
$
1,397

 
$
3,799

 
$
3,300

Noninterest expense
$
47,219

 
$
43,275

 
$
38,521

 
$
32,885

 
$
31,095

Earnings before income taxes
$
17,897

 
$
17,675

 
$
19,150

 
$
21,257

 
$
21,468

Net income
$
14,241

 
$
14,213

 
$
11,751

 
$
14,093

 
$
14,505

Net income available to common shareholders
$
14,241

 
$
14,213

 
$
11,751

 
$
14,093

 
$
14,121

Per Common Share Data (5) :
 

 
 

 
 

 
 

 
 

Net earnings
$
1.47

 
$
1.47

 
$
1.24

 
$
1.53

 
$
1.66

Cash dividends paid
$
0.60

 
$
0.58

 
$
0.54

 
$
0.53

 
$
0.49

Book value
$
17.04

 
$
15.20

 
$
14.86

 
$
13.51

 
$
12.84

Tangible book value (4)
$
15.05

 
$
14.57

 
$
14.17

 
$
13.18

 
$
12.48

Dividend payout ratio
40.74
%
 
39.65
 %
 
44.34
%
 
34.56
%
 
30.07
%
Weighted average number of shares outstanding
9,695,131

 
9,687,123

 
9,468,145

 
9,205,635

 
8,485,408

Number of shares outstanding
9,741,253

 
9,687,123

 
9,687,123

 
9,205,635

 
9,205,635

Asset Quality Ratios:
 

 
 

 
 

 
 

 
 

Non-performing assets to total assets
1.04
%
 
0.55
 %
 
0.84
%
 
1.48
%
 
1.51
%
Non-performing assets to total loans
1.44
%
 
0.82
 %
 
1.28
%
 
2.34
%
 
2.62
%
Non-performing loans to total loans
1.12
%
 
0.73
 %
 
1.17
%
 
2.30
%
 
2.43
%
Loan loss reserve to non-performing assets
49.86
%
 
107.48
 %
 
62.88
%
 
50.04
%
 
42.74
%
Net charge-offs to average loans
0.36
%
 
(0.02
)%
 
0.54
%
 
0.23
%
 
0.44
%
Provision for loan loss to average loans
0.37
%
 
0.12
 %
 
0.36
%
 
0.42
%
 
0.47
%
Allowance for loan loss to total loans
0.72
%
 
0.88
 %
 
0.80
%
 
1.17
%
 
1.12
%

(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. 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."

-37-






(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)
Historical share and per share amounts have been adjusted to reflect the ten percent stock dividend paid December 16, 2019 to shareholders of record as of December 9, 2019.

-38-




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 %)
2019
 
2018
 
2017
 
2016
 
2015
Tangible Common Equity
 
 
 
 
 
 
 
 
 
Total shareholders' equity
$
166,035

 
$
147,284

 
$
143,983

 
$
124,349

 
$
118,224

Adjustments:
 
 
 
 
 
 
 
 
 
Preferred

 

 

 

 

Goodwill
12,942

 
3,472

 
3,472

 
1,999

 
1,999

Acquisition intangibles
6,527

 
2,704

 
3,249

 
978

 
1,298

Tangible common equity
$
146,566

 
$
141,108

 
$
137,262

 
$
121,372

 
$
114,927

Common shares outstanding1
9,741,253

 
9,687,123

 
9,687,123

 
9,205,635

 
9,205,635

Book value per common share1
$
17.04

 
$
15.20

 
$
14.86

 
$
13.51

 
$
12.84

Tangible book value per common share1
$
15.05

 
$
14.57

 
$
14.17

 
$
13.18

 
$
12.48

Tangible Assets
 

 
 

 
 

 
 

 
 

Total Assets
$
2,117,216

 
$
1,817,211

 
$
1,750,430

 
$
1,500,946

 
$
1,459,753

Adjustments:
 
 
 
 
 
 
 
 
 
Goodwill
12,942

 
3,472

 
3,472

 
1,999

 
1,999

Acquisition intangibles
6,527

 
2,704

 
3,249

 
978

 
1,298

Tangible Assets
$
2,097,747

 
$
1,811,035

 
$
1,743,709

 
$
1,497,969

 
$
1,456,456

Tangible common equity to tangible assets
6.99
%
 
7.79
%
 
7.87
%
 
8.10
%
 
7.89
%
1All share amounts have been restated to reflect the ten percent stock dividend paid December 16, 2019 to shareholders of record as of December 9, 2019.

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 %)
2019
 
2018
 
2017
 
2016
 
2015
GAAP-based efficiency ratio
67.48
%
 
69.46
%
 
62.64
%
 
56.85
%
 
55.11
%
Noninterest expense
$
47,219

 
$
43,275

 
$
38,521

 
$
32,885

 
$
31,095

Amortization of intangibles
390

 
545

 
432

 
320

 
320

Noninterest expense, excluding amortization
46,829

 
42,730

 
38,089

 
32,565

 
30,775

Net interest income
61,677

 
57,024

 
53,153

 
48,392

 
47,471

Noninterest income
8,299

 
5,280

 
8,340

 
9,455

 
8,956

Adjustments:
 
 
 
 
 
 
 
 
 
Securities transactions
(157
)
 
(1,830
)
 
1,397

 
3,739

 
3,125

Noninterest income, excluding securities transactions
$
8,456

 
$
7,110

 
$
6,943

 
$
5,716

 
$
5,831

Efficiency ratio
66.77
%
 
66.63
%
 
63.38
%
 
60.19
%
 
57.74
%



-39-




Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 6, "Selected Financial Data" and our audited consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that we believe are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under "Forward-Looking Statements," "Risk Factors" and elsewhere in this Annual Report on Form 10-K, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. We assume no obligation to update any of these forward-looking statements.
 
Special Note Regarding Forward-Looking Statements
 
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a Company's anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects us from unwarranted litigation, if actual results are different from Management expectations. This discussion and analysis contains forward-looking statements and reflects Management's current views and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "may," "should," "expect," "anticipate," "intend," "plan," "continue," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements. 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, if any; 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; 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.
 
Overview
 
First Guaranty Bancshares is a Louisiana corporation and a financial holding company headquartered in Hammond, Louisiana. Our wholly-owned subsidiary, First Guaranty Bank, a Louisiana-chartered commercial bank, provides personalized commercial banking services primarily to Louisiana and Texas customers through 34 banking facilities primarily located in the MSAs of Hammond, Baton Rouge, Lafayette, Shreveport-Bossier City, Lake Charles and Alexandria, Louisiana and Dallas-Fort Worth-Arlington and Waco, Texas. We emphasize personal relationships and localized decision making to ensure that products and services are matched to customer needs. We compete for business principally on the basis of personal service to customers, customer access to officers and directors and competitive interest rates and fees. First Guaranty continued to expand in the Louisiana markets in 2019 with the acquisition of Union Bancshares, Incorporated and its wholly owned subsidiary, The Union Bank on November 7, 2019.
 
Total assets were $2.1 billion at December 31, 2019 and $1.8 billion at December 31, 2018. Total deposits were $1.9 billion at December 31, 2019 and $1.6 billion at December 31, 2018. Total loans were $1.5 billion at December 31, 2019, an increase of $300.2 million, or 24.5%, compared with December 31, 2018. Total shareholders' equity was $166.0 million and $147.3 million at December 31, 2019 and December 31, 2018, respectively.
 
Net income was $14.2 million, $14.2 million and $11.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. We generate most of our revenues from interest income on loans, interest income on securities, sales of securities and service charges, commissions and fees. We incur interest expense on deposits and other borrowed funds and noninterest expense such as salaries and employee benefits and occupancy and equipment expenses. Net interest income is the difference between interest income earned on interest-earning assets such as loans and securities and interest expense paid on interest-bearing liabilities such as deposits and borrowings which are used to fund those assets. Net interest income is our largest source of revenue. To evaluate net interest income, we measure and monitor: (1) yields on our loans and other interest-earning assets; (2) the costs of our deposits and other funding sources; (3) our net interest spread and (4) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources.
 
Changes in market interest rates and interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in Louisiana, Texas and our other out-of-state market areas. During the extended period of historically low interest rates, we continue to evaluate our investments in interest-earning assets in relation to the impact such investments have on our financial condition, results of operations and shareholders' equity.


-40-




Financial highlights for 2019 and 2018:
First Guaranty completed its merger with Union Bancshares, Incorporated. ("Union") and its wholly owned subsidiary, The Union Bank, on November 7, 2019. First Guaranty acquired a total of $274.8 million in assets and assumed $231.5 million in liabilities. Shareholders of Union received $1,061.20 per share in cash, yielding an aggregate deal value of $43.4 million. The cash consideration was partially financed by a $32.5 million term loan from First Horizon Bank. First Guaranty acquired a total of $184.2 million in loans, securities of $38.8 million, cash and due from banks of $20.1 million, premises of $7.2 million, other real estate owned of $1.6 million and other assets that totaled $9.3 million. Intangibles recorded from the transaction were a total of $13.7 million, including goodwill of $9.5 million. Total assumed liabilities included deposits of $205.0 million, FHLB advances of $16.6 million, repurchase agreements of $6.9 million and other liabilities of $3.0 million. Expenses related to the merger totaled approximately $0.3 million in 2019.
Total assets at December 31, 2019 increased $300.0 million, or 16.5%, to $2.1 billion when compared with December 31, 2018. Total loans at December 31, 2019 were $1.5 billion, an increase of $300.2 million, or 24.5%, compared with December 31, 2018. Total deposits were $1.9 billion at December 31, 2019, an increase of $223.4 million, or 13.7% compared with December 31, 2018. Retained earnings were $43.3 million at December 31, 2019, an increase of $8.3 million compared to $34.9 million at December 31, 2018. Shareholders' equity was $166.0 million and $147.3 million at December 31, 2019 and December 31, 2018, respectively.
Net income for each of the years ended December 31, 2019 and 2018 was $14.2 million.
Earnings per common share were $1.47 for each of the years ended December 31, 2019 and 2018. Total weighted average shares outstanding were 9,695,131 at December 31, 2019 compared to 9,687,123 at December 31, 2018. The change in shares was due to issuance of 54,130 shares of stock in a private placement in November of 2019.
Net interest income for 2019 was $61.7 million compared to $57.0 million for 2018.
The provision for loan losses totaled $4.9 million for 2019 compared to $1.4 million in 2018. First Guaranty received a $3.6 million negotiated payment in settlement of a commercial and industrial non-accrual loan on May 9, 2018. The payment resulted in a recovery of $1.6 million. The recovery impacted the allowance for loan losses and the end result was a negative provision for loan losses in the second quarter of 2018.
Noninterest income for 2019 was $8.3 million compared to $5.3 million for 2018. During the third quarter of 2019, First Guaranty sold the guaranteed portion of SBA and USDA loans which generated a gain on the sale of loans of $1.4 million.
The net interest margin was 3.41% for 2019 and 2018. First Guaranty attributed the stable net interest margin to a rise in interest income associated with loans and the change in balance sheet composition to higher yielding loans from lower yielding securities, partially offset by a rise in interest expense associated with interest-bearing deposits. Loans as a percentage of average interest earning assets increased to 72.7% at December 31, 2019 compared to 69.8% at December 31, 2018.
Investment securities totaled $427.0 million at December 31, 2019, an increase of $21.7 million when compared to $405.3 million at December 31, 2018. First Guaranty acquired $38.8 million in securities from the Union acquisition and sold securities in order to fund loan growth and reduce interest rate risk. Losses on the sale of securities were $0.2 million for 2019 as compared to losses of $1.8 million for 2018. At December 31, 2019, available for sale securities, at fair value, totaled $340.4 million, an increase of $43.5 million when compared to $297.0 million at December 31, 2018. At December 31, 2019, held to maturity securities, at amortized cost, totaled $86.6 million, a decrease of $21.7 million when compared to $108.3 million at December 31, 2018.
Total loans net of unearned income were $1.5 billion at December 31, 2019 compared to $1.2 billion at December 31, 2018. Total loans net of unearned income are reduced by the allowance for loan losses which totaled $10.9 million at December 31, 2019 and $10.8 million at December 31, 2018.
Total impaired loans increased $11.9 million to $20.7 million at December 31, 2019 compared to $8.8 million at December 31, 2018.
Nonaccrual loans increased $5.7 million to $14.4 million at December 31, 2019 compared to $8.7 million at December 31, 2018.
The allowance for loan losses was 0.72% of loans at December 31, 2019. Loan discounts related to acquisition accounting from the Union transaction was approximately $2.4 million at December 31, 2019.
Return on average assets was 0.76% and 0.82% for the years ended December 31, 2019 and 2018, respectively. Return on average common equity was 8.99% and 9.98% for 2019 and 2018, respectively. Return on average assets is calculated by dividing net income by average assets. Return on average common equity is calculated by dividing net income to common shareholders by average common equity.
Book value per common share was $17.04 as of December 31, 2019 compared to $15.20 as of December 31, 2018. Tangible book value per common share was $15.05 as of December 31, 2019 compared to $14.57 as of December 31, 2018. The increase in book value was due primarily to an increase in accumulated other comprehensive income ("AOCI") and retained earnings. AOCI is comprised of unrealized gains and losses on available for sale securities.

-41-





First Guaranty's Board of Directors declared cash dividends of $0.64 per common share in 2019, which was the equivalent of $0.60 per common share after adjusting for the 10% common stock dividend paid in December 2019. First Guaranty also declared cash dividends of $0.64 in 2018, which was the equivalent of $0.58 per common share after adjusting for the 10% common stock dividend paid in December 2019. First Guaranty has paid 106 consecutive quarterly dividends as of December 31, 2019.
In November 2017, First Guaranty announced the launch of an At-The-Market Equity Offering program ("ATM Offering"). First Guaranty may sell up to $25.0 million of common stock under the ATM Offering. First Guaranty expects to use the net proceeds of the ATM Offering for general corporate purposes, including support for organic growth and financing possible acquisitions of other financial institutions. First Guaranty has not sold any shares of common stock under the ATM Offering during the years ended December 31, 2019 and 2018.
First Guaranty currently has one new facility under construction in order to facilitate future expansion. This construction commitment totals $10.1 million with $6.8 million incurred as of December 31, 2019. First Guaranty also completed construction on a new branch facility in Amite, Louisiana during the fourth quarter of 2019.


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Application of Critical Accounting Policies
 
Our accounting and reporting policies conform to generally accepted accounting principles in the United States and to predominant accounting practices within the banking industry. Certain critical accounting policies require judgment and estimates which are used in the preparation of the financial statements.
 
Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. The allowance, which is based on evaluation of the collectability of loans and prior loan loss experience, is an amount that, in the opinion of management, reflects the risks inherent in the existing loan portfolio and exists at the reporting date. The evaluations take into consideration a number of subjective factors including changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, current economic conditions that may affect a borrower's ability to pay, adequacy of loan collateral and other relevant factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require additional recognition of losses based on their judgments about information available to them at the time of their examination.
 
The following are general credit risk factors that affect our loan portfolio segments. These factors do not encompass all risks associated with each loan category. Construction and land development loans have risks associated with interim construction prior to permanent financing and repayment risks due to the future sale of developed property. Farmland and agricultural loans have risks such as weather, government agricultural policies, fuel and fertilizer costs, and market price volatility. One- to four-family residential, multifamily, and consumer credits are strongly influenced by employment levels, consumer debt loads and the general economy. Non-farm non-residential loans include both owner-occupied real estate and non-owner occupied real estate. Common risks associated with these properties is the ability to maintain tenant leases and keep lease income at a level able to service required debt and operating expenses. Commercial and industrial loans generally have non-real estate secured collateral which requires closer monitoring than real estate collateral.
 
Although management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change. Accordingly, we may ultimately incur losses that vary from management's current estimates. Adjustments to the allowance for loan losses will be reported in the period such adjustments become known or can be reasonably estimated. All loan losses are charged to the allowance for loan losses when the loss actually occurs or when the collectability of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery.
 
The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as doubtful, substandard, and impaired. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Also, a specific reserve is allocated for our syndicated loans. The general component covers non-classified loans and special mention loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.
 
The allowance for loan losses is reviewed on a monthly basis. The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit. A reserve is established as needed for estimates of probable losses on such commitments.
 
Other-Than-Temporary Impairment of Investment Securities. Management evaluates securities for other-than-temporary impairment ("OTTI") at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. Declines in the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost and the financial condition and near term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis. For equity securities, the entire amount of impairment is recognized through earnings.


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Valuation of Goodwill, Intangible Assets and Other Purchase Accounting Adjustments. First Guaranty accounts for acquisitions in accordance with ASC Topic No. 805, Business Combinations, which requires the use of the acquisition method of accounting. Under this method, First Guaranty is required to record the assets acquired, including identified intangible assets, and liabilities assumed, at their respective fair values, which in many instances involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow analyses or other valuation techniques. The determination of the useful lives of intangible assets is subjective, as is the appropriate amortization method for such intangible assets. In addition, business combinations typically result in recording goodwill.

Intangible assets are comprised of goodwill, core deposit intangibles and loan servicing assets. Goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to annual impairment tests. Our goodwill is tested for impairment on an annual basis, or more often if events or circumstances indicate impairment may exist. Adverse changes in the economic environment, declining operations, or other factors could result in a decline in the implied fair value of goodwill. If the implied fair value is less than the carrying amount, a loss would be recognized in other noninterest expense to reduce the carrying amount to implied fair value of goodwill. Our goodwill impairment test includes two steps that are preceded by a "step zero" qualitative test. The qualitative test allows management to assess whether qualitative factors indicate that it is more likely than not that impairment exists. If it is not more likely than not that impairment exists, then the two step quantitative test would not be necessary. These qualitative indicators include factors such as earnings, share price, market conditions, etc. If the qualitative factors indicate that it is more likely than not that impairment exists, then the two step quantitative test would be necessary. Step one is used to identify potential impairment and compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. Step two of the goodwill impairment test compares the implied estimated fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill for that reporting unit exceeds the implied fair value of that unit's goodwill, an impairment loss is recognized in an amount equal to the excess. First Guaranty concluded goodwill was not impaired as of October 1, 2019. Further, no events or changes in circumstances between October 1, 2019 and December 31, 2019 indicated that it was more likely than not the fair value of any reporting unit had been reduced below its carrying value.

Goodwill impairment evaluations require management to utilize significant judgments and assumptions including, but not limited to, the general economic environment and banking industry, reporting unit future performance (i.e., forecasts), events or circumstances affecting a respective reporting unit (e.g., interest rate environment), and changes in First Guaranty's stock price, amongst other relevant factors. Management's judgments and assumptions are based on the best information available at the time. Results could vary in subsequent reporting periods if conditions differ substantially from the assumptions utilized in completing the evaluations.
 
Identifiable intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or legal rights or because the assets are capable of being sold or exchanged either on their own or in combination with related contract, asset or liability. Our intangible assets primarily relate to core deposits and loan servicing assets related to the SBA loan portfolio. Management periodically evaluates whether events or circumstances have occurred that would result in impairment of value.


-44-




Financial Condition

First Guaranty completed the acquisition of Union and its wholly owned subsidiary The Union Bank on November 7, 2019. This acquisition added seven branches, $205.0 million in deposits, and $184.2 million in loans to First Guaranty's balance sheet. The results of operations since the date of acquisition reflect the impact of the transaction.
 
Assets.
 
Our total assets were $2.1 billion at December 31, 2019, an increase of $300.0 million, or 16.5%, from total assets at December 31, 2018. Assets increased primarily due to increases in net loans of $300.1 million and investment securities of $21.7 million, partially offset by a decrease in cash and cash equivalents of $60.5 million.
 
Loans.
 
Net loans increased $300.1 million, or 24.7%, to $1.5 billion at December 31, 2019 from $1.2 billion at December 31, 2018. One-to four-family loans increased $116.9 million primarily due to the continued growth in local loan originations and the acquisition of loans from Union. Commercial and industrial loans increased $67.4 million primarily due to new originations and the acquisition of loans from Union. Consumer and other loans increased $49.4 million primarily due to origination of lease commitments and the acquisition of loans from Union. Construction and land development loans increased $47.6 million principally due to the funding of unfunded commitments on various construction projects and the acquisition of loans from Union. Non-farm non-residential loan balances increased $30.3 million primarily due to the acquisition of loans from Union. Non-farm non-residential loans would have declined without the acquisition of the Union loan portfolio. Farmland loans increased $4.3 million due to fundings on agricultural loan commitments and the acquisition of loans from Union. Agricultural loans increased $3.6 million primarily due to seasonal activity and the acquisition of loans from Union. Multifamily loans decreased $18.9 million primarily due to paydowns, primarily associated with one large credit that totaled $26.6 million. First Guaranty had approximately 3.5% of funded and 1.1% of unfunded commitments in our loan portfolio to businesses engaged in support or service activities for oil and gas operations. First Guaranty had $204.5 million in loans related to our Texas markets at December 31, 2019. Syndicated loans at December 31, 2019 were $39.9 million, of which $22.0 million were shared national credits. Syndicated loans decreased $27.1 million from $67.0 million at December 31, 2018 primarily due to payoffs of existing relationships.
 
As of December 31, 2019, 73.6% of our loan portfolio was secured by real estate. There are no significant concentrations of credit to any individual borrower. The largest portion of our loan portfolio, at 40.3% as of December 31, 2019, was non-farm non-residential loans secured by real estate. Approximately 33.3% of the loan portfolio was based on a floating rate tied to the prime rate or LIBOR as of December 31, 2019. 72.5% of the loan portfolio is scheduled to mature within five years from December 31, 2019.

First Guaranty acquired in the Premier acquisition a portfolio of loans comprised of loans guaranteed principally by the U.S. Small Business Administration ("SBA") or by the U.S. Department of Agriculture ("USDA") and the unguaranteed portion of SBA and USDA loans for which the guaranteed portion had been sold into the secondary market. First Guaranty has continued to originate SBA and USDA loans and sell the guaranteed portion. At December 31, 2019, First Guaranty's balance of SBA and USDA loans was $32.3 million of which $11.1 million retained the government guarantee and $21.2 million was the unguaranteed residual balance. At December 31, 2019, First Guaranty also serviced 49 SBA and USDA loans that totaled $51.3 million. First Guaranty receives servicing fee income on this portfolio.
 
Loan Portfolio Composition. The table below sets forth the balance of loans, excluding loans held for sale, outstanding by loan type as of the dates presented, and the percentage of each loan type to total loans.
 

-45-




 
At December 31,
 
2019
 
2018
 
2017
 
2016
 
2015
(in thousands except for %)
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
 
Amount
 
Percent
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
172,247

 
11.3
%
 
$
124,644

 
10.1
%
 
$
112,603

 
9.8
%
 
$
84,239

 
8.9
%
 
$
56,132

 
6.6
%
Farmland
22,741

 
1.5
%
 
18,401

 
1.5
%
 
25,691

 
2.2
%
 
21,138

 
2.2
%
 
17,672

 
2.1
%
1- 4 Family
289,635

 
18.9
%
 
172,760

 
14.1
%
 
158,733

 
13.8
%
 
135,211

 
14.2
%
 
129,610

 
15.4
%
Multifamily
23,973

 
1.6
%
 
42,918

 
3.5
%
 
16,840

 
1.4
%
 
12,450

 
1.3
%
 
12,629

 
1.5
%
Non-farm non-residential
616,536

 
40.3
%
 
586,263

 
47.7
%
 
530,293

 
46.1
%
 
417,014

 
43.9
%
 
323,363

 
38.3
%
Total Real Estate
1,125,132

 
73.6
%
 
944,986

 
76.9
%
 
844,160

 
73.3
%
 
670,052

 
70.5
%
 
539,406

 
63.9
%
Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
26,710

 
1.8
%
 
23,108

 
1.9
%
 
21,514

 
1.9
%
 
23,783

 
2.5
%
 
25,838

 
3.1
%
Commercial and industrial
268,256

 
17.5
%
 
200,877

 
16.4
%
 
230,638

 
20.0
%
 
193,969

 
20.4
%
 
224,201

 
26.6
%
Consumer and other
108,868

 
7.1
%
 
59,443

 
4.8
%
 
55,185

 
4.8
%
 
63,011

 
6.6
%
 
54,163

 
6.4
%
Total Non-real Estate
403,834

 
26.4
%
 
283,428

 
23.1
%
 
307,337

 
26.7
%
 
280,763

 
29.5
%
 
304,202

 
36.1
%
Total Loans Before Unearned Income
1,528,966

 
100.0
%
 
1,228,414

 
100.0
%
 
1,151,497

 
100.0
%
 
950,815

 
100.0
%
 
843,608

 
100.0
%
Less: Unearned income
(3,476
)
 
 
 
(3,146
)
 
 
 
(2,483
)
 
 
 
(1,894
)
 
 
 
(2,025
)
 
 

Total Loans Net of Unearned Income
$
1,525,490

 
 

 
$
1,225,268

 
 

 
$
1,149,014

 
 

 
$
948,921

 
 

 
$
841,583

 
 


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Loan Portfolio Maturities. The following tables summarize the scheduled repayments of our loan portfolio at December 31, 2019 and 2018. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in one year or less. Maturities are based on the final contractual payment date and do not reflect the effect of prepayments and scheduled principal amortization. 
 
December 31, 2019
(in thousands)
One Year or Less
 
More Than One Year
Through Five Years
 
After Five Years
 
Total
Real Estate:
 
 
 
 
 
 
 
Construction & land development
$
35,393

 
$
124,715

 
$
12,139

 
$
172,247

Farmland
8,348

 
10,283

 
4,110

 
22,741

1- 4 family
43,155

 
93,457

 
153,023

 
289,635

Multifamily
1,385

 
12,028

 
10,560

 
23,973

Non-farm non-residential
124,905

 
316,767

 
174,864

 
616,536

Total Real Estate
213,186

 
557,250

 
354,696

 
1,125,132

Non-Real Estate:
 

 
 

 
 

 
 

Agricultural
13,290

 
5,087

 
8,333

 
26,710

Commercial and industrial
71,508

 
149,667

 
47,081

 
268,256

Consumer and other
15,454

 
90,029

 
3,385

 
108,868

Total Non-Real Estate
100,252

 
244,783

 
58,799

 
403,834

Total Loans Before Unearned Income
$
313,438

 
$
802,033

 
$
413,495

 
$
1,528,966

Less: unearned income
 

 
 

 
 

 
(3,476
)
Total Loans Net of Unearned Income
 

 
 

 
 

 
$
1,525,490

 
 
December 31, 2018
(in thousands)
One Year or Less
 
More Than One Year
Through Five Years
 
After Five Years
 
Total
Real Estate:
 
 
 
 
 
 
 
Construction & land development
$
17,799

 
$
74,681

 
$
32,164

 
$
124,644

Farmland
2,814

 
11,684

 
3,903

 
18,401

1- 4 family
11,182

 
45,004

 
116,574

 
172,760

Multifamily
7,525

 
32,284

 
3,109

 
42,918

Non-farm non-residential
81,007

 
336,493

 
168,763

 
586,263

Total Real Estate
120,327

 
500,146

 
324,513

 
944,986

Non-Real Estate:
 

 
 

 
 

 
 

Agricultural
10,982

 
3,870

 
8,256

 
23,108

Commercial and industrial
45,604

 
134,967

 
20,306

 
200,877

Consumer and other
14,288

 
44,883

 
272

 
59,443

Total Non-Real Estate
70,874

 
183,720

 
28,834

 
283,428

Total Loans Before Unearned Income
$
191,201

 
$
683,866

 
$
353,347

 
$
1,228,414

Less: unearned income
 

 
 

 
 

 
(3,146
)
Total Loans Net of Unearned Income
 

 
 

 
 

 
$
1,225,268



-47-




The following table sets forth the scheduled repayments of fixed and adjustable-rate loans at December 31, 2019 that are contractually due after December 31, 2020. 
 
Due After December 31, 2020
(in thousands)
Fixed
 
Floating
 
Total
One to five years
509,455

 
286,131

 
795,586

Over Five to 15 years
147,502

 
65,713

 
213,215

Over 15 years
143,695

 
51,612

 
195,307

Subtotal
$
800,652

 
$
403,456

 
$
1,204,108

Nonaccrual loans
 

 
 

 
14,403

Total
 

 
 

 
$
1,218,511

 
As of December 31, 2019, $153.3 million of floating rate loans were at their interest rate floor. At December 31, 2018, $27.7 million of floating rate loans were at the floor rate. Nonaccrual loans have been excluded from these totals.


-48-




Non-performing Assets.
 
Non-performing assets consist of non-performing loans and other real-estate owned. Non-performing loans (including nonaccruing troubled debt restructurings described below) are those on which the accrual of interest has stopped or loans which are contractually 90 days past due on which interest continues to accrue. Loans are ordinarily placed on nonaccrual status when principal and interest is delinquent for 90 days or more. However, management may elect to continue the accrual when the estimated net available value of collateral is sufficient to cover the principal balance and accrued interest. It is our policy to discontinue the accrual of interest income on any loan for which we have reasonable doubt as to the payment of interest or principal. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Nonaccrual loans are returned to accrual status when the financial position of the borrower indicates there is no longer any reasonable doubt as to the payment of principal or interest. Other real estate owned consists of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure.


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The following table shows the principal amounts and categories of our non-performing assets at December 31, 2019, 2018, 2017, 2016 and 2015
 
December 31,
(in thousands)
2019
 
2018
 
2017
 
2016
 
2015
Nonaccrual loans:
 
 
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
 
 
Construction and land development
$
381

 
$
311

 
$
371

 
$
551

 
$
558

Farmland
1,274

 
1,293

 
65

 
105

 
117

1- 4 family
2,759

 
2,246

 
1,953

 
2,242

 
4,538

Multifamily

 

 

 
5,014

 
9,045

Non-farm non-residential
4,646

 
864

 
3,758

 
2,753

 
2,934

Total Real Estate
9,060

 
4,714

 
6,147

 
10,665

 
17,192

Non-Real Estate:
 

 
 

 
 

 
 

 
 

Agricultural
4,800

 
3,651

 
1,496

 
1,958

 
2,628

Commercial and industrial
327

 
317

 
4,826

 
8,070

 
48

Consumer and other
216

 
61

 
81

 
981

 
171

Total Non-Real Estate
5,343

 
4,029

 
6,403

 
11,009

 
2,847

Total nonaccrual loans
14,403

 
8,743

 
12,550

 
21,674

 
20,039

 
 
 
 
 
 
 
 
 
 
Loans 90 days and greater delinquent & still accruing:
 

 
 

 
 

 
 

 
 

Real Estate:
 

 
 

 
 

 
 

 
 

Construction and land development
48

 

 

 
34

 

Farmland

 

 

 

 
19

1- 4 family
923

 
26

 

 
145

 
391

Multifamily

 

 

 

 

Non-farm non-residential
1,603

 

 

 

 

Total Real Estate
2,574

 
26

 

 
179

 
410

Non-Real Estate:
 

 
 

 
 

 
 

 
 

Agricultural

 

 
41

 

 

Commercial and industrial
15

 
53

 
798

 

 

Consumer and other
50

 
66

 

 

 

Total Non-Real Estate
65

 
119

 
839

 

 

Total loans 90 days and greater delinquent & still accruing
2,639

 
145

 
839

 
179

 
410

 
 
 
 
 
 
 
 
 
 
Total non-performing loans
$
17,042

 
$
8,888

 
$
13,389

 
$
21,853

 
$
20,449

 
 
 
 
 
 
 
 
 
 
Other real estate owned and foreclosed assets:
 

 
 

 
 

 
 

 
 

Real Estate:
 

 
 

 
 

 
 

 
 

Construction and land development
669

 
241

 
304

 

 
25

Farmland

 

 

 

 

1- 4 family
559

 
120

 
23

 
71

 
880

Multifamily

 

 

 

 

Non-farm non-residential
3,651

 
777

 
954

 
288

 
672

Total Real Estate
4,879

 
1,138

 
1,281

 
359

 
1,577

Non-Real Estate:
 

 
 

 
 

 
 

 
 

Agricultural

 

 

 

 

Commercial and industrial

 

 

 

 

Consumer and other

 

 

 

 

Total Non-Real estate

 

 

 

 

Total other real estate owned and foreclosed assets
4,879

 
1,138

 
1,281

 
359

 
1,577

 
 
 
 
 
 
 
 
 
 
Total non-performing assets
$
21,921

 
$
10,026

 
$
14,670

 
$
22,212

 
$
22,026

 
 
 
 
 
 
 
 
 
 
Non-performing assets to total loans
1.44
%
 
0.82
%
 
1.28
%
 
2.34
%
 
2.62
%
Non-performing assets to total assets
1.04
%
 
0.55
%
 
0.84
%
 
1.48
%
 
1.51
%
Non-performing loans to total loans
1.12
%
 
0.73
%
 
1.17
%
 
2.30
%
 
2.43
%


-50-




For the years ended December 31, 2019 and 2018, gross interest income which would have been recorded had the non-performing loans been current in accordance with their original terms amounted to $0.9 million and $0.7 million, respectively. We recognized $69,000 and $38,000 of interest income on such loans during the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, gross interest income which would have been recorded had the troubled debt restructured loans been current in accordance with their original terms amounted to $0 and $0.1 million, respectively. We recognized $0 and $0.1 million of interest income on such loans during the years ended December 31, 2019 and 2018, respectively.
 
Non-performing assets were $21.9 million, or 1.04%, of total assets at December 31, 2019, compared to $10.0 million, or 0.55%, of total assets at December 31, 2018, which represented an increase in non-performing assets of $11.9 million. The increase in non-performing assets occurred as a result of several factors.

Nonaccrual loans increased from $8.7 million at December 31, 2018 to $14.4 million at December 31, 2019. The increase in nonaccrual loans was concentrated primarily in non-farm non-residential loans and agricultural loans. Nonaccrual loans were concentrated in seven loan relationships that totaled $8.8 million, or 61.3%, of nonaccrual loans at December 31, 2019. Non-performing assets included $5.3 million in loans with a government guarantee, or 24.3% of non-performing assets. These are structured as net loss guarantees in which up to 90% of loss exposure is covered.

At December 31, 2019 loans 90 days and greater delinquent and still accruing totaled $2.6 million, an increase of $2.5 million from $0.1 million at December 31, 2018. The increase in loans 90 days and greater delinquent and still accruing was concentrated in non-farm non-residential loans.
 
Other real estate owned at December 31, 2019 totaled $4.9 million, an increase of $3.7 million from $1.1 million at December 31, 2018. The increase was primarily due to acquired real estate from Union.

At December 31, 2019, our largest non-performing assets were comprised of the following nonaccrual loans and other real estate owned: (1) a non-farm non-residential loan secured by a hotel that totaled $3.7 million; (2) a $2.2 million non-farm non-residential property included in other real estate owned; (3) an agricultural/ farmland loan relationship that totaled $1.1 million; (4) an agricultural loan relationship that totaled $1.0 million; (5) an agricultural loan relationship that totaled $1.0 million; (6) an agricultural loan relationship that totaled $0.7 million; (7) an agricultural loan relationship that totaled $0.7 million; (8) a $0.6 million non-farm non-residential property included in other real estate owned; and (9) a one-to four-family loan that totaled $0.5 million. The agricultural loans are partially guaranteed by the USDA Farm Service Agency.

Troubled Debt Restructuring. Another category of assets which contribute to our credit risk is troubled debt restructurings ("TDRs"). A TDR is a loan for which a concession has been granted to the borrower due to a deterioration of the borrower's financial condition. Such concessions may include reduction in interest rates, deferral of interest or principal payments, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. We strive to identify borrowers in financial difficulty early and work with them to modify to more affordable terms before such loan reaches nonaccrual status. In evaluating whether to restructure a loan, management analyzes the long-term financial condition of the borrower, including guarantor and collateral support, to determine whether the proposed concessions will increase the likelihood of repayment of principal and interest. TDRs that are not performing in accordance with their restructured terms and are either contractually 90 days past due or placed on nonaccrual status are reported as non-performing loans. Our policy provides that nonaccrual TDRs are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments and demonstrated ability to continue to repay.
 
The following is a summary of loans restructured as TDRs at December 31, 2019, 2018 and 2017
 
At December 31,
(in thousands)
2019
 
2018
 
2017
TDRs:
 
 
 
 
 
In Compliance with Modified Terms
$

 
$
1,288

 
$
2,138

Past Due 30 through 89 days and still accruing

 

 

Past Due 90 days and greater and still accruing

 

 

Nonaccrual

 
304

 
334

Restructured Loans that subsequently defaulted

 

 

Total TDR
$

 
$
1,592

 
$
2,472

 
At December 31, 2019, First Guaranty had no outstanding TDRs. The decline in TDRs occured due to two credit relationships in the aggregate amount of $1.6 million that had returned to market terms and been in compliance with their modified terms for more than six consecutive months.

-51-





Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the FDIC to be of lesser quality, as "substandard," "doubtful" or "loss." An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified as "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions, and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific allowance for loan losses is not warranted. Assets that do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as "special mention" by our management.
 
When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover losses that were both probable and reasonable to estimate. General allowances represent allowances which have been established to cover accrued losses associated with lending activities that were both probable and reasonable to estimate, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as "loss," it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution's determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific allowances.
 
In connection with the filing of our periodic regulatory reports and in accordance with our classification of assets policy, we continuously assess the quality of our loan portfolio and we regularly review the problem loans in our loan portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the "watch list" initially because of emerging financial weaknesses even though the loan is currently performing as agreed, or delinquency status, or if the loan possesses weaknesses although currently performing. Management reviews the status of our loan portfolio delinquencies, by product types, with the full board of directors on a monthly basis. Individual classified loan relationships are discussed as warranted. If a loan deteriorates in asset quality, the classification is changed to "special mention," "substandard," "doubtful" or "loss" depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on nonaccrual status and classified "substandard."
 
We also employ a risk grading system for our loans to help assure that we are not taking unnecessary and/or unmanageable risk. The primary objective of the loan risk grading system is to establish a method of assessing credit risk to further enable management to measure loan portfolio quality and the adequacy of the allowance for loan losses. Further, we contract with an external loan review firm to complete a credit risk assessment of the loan portfolio on a regular basis to help determine the current level and direction of our credit risk. The external loan review firm communicates the results of their findings to the Bank's audit committee. Any material issues discovered in an external loan review are also communicated to us immediately.
 
The following table sets forth our amounts of classified loans and loans designated as special mention at December 31, 2019, 2018 and 2017. Classified assets totaled $53.1 million at December 31, 2019, and included $17.0 million of non-performing loans. 
 
At December 31,
(in thousands)
2019
 
2018
 
2017
Classification of Loans:
 
 
 
 
 
Substandard
$
53,072

 
$
46,792

 
$
48,417

Doubtful

 
523

 
4,560

Total Classified Assets
$
53,072

 
$
47,315

 
$
52,977

Special Mention
$
24,083

 
$
26,413

 
$
25,929

 
The increase in classified assets at December 31, 2019 as compared to December 31, 2018 was due to a $6.3 million increase in substandard loans partially offset by a $0.5 million decrease in doubtful loans. The increase in substandard loans during 2019 was primarily due to the addition of $8.7 million of purchase impaired loans from Union. Substandard loans at December 31, 2019 consisted of $19.0 million in non-farm non-residential, $13.5 million in one- to four-family residential, $7.1 million in multifamily, $5.1 million in agricultural, $4.6 million in commercial and industrial, $2.3 million in construction and land development, $1.3 million in farmland, and the remaining $0.1 million comprised of consumer and other loans. The decrease in doubtful loans was due to the upgrade of a non-farm non-residential loan to substandard status. Special mention loans decreased by $2.3 million in 2019 primarily due to the downgrade of syndicated loans offset by the upgrade of one-to four-family loans from substandard status.


-52-




Allowance for Loan Losses
 
The allowance for loan losses is maintained to absorb potential losses in the loan portfolio. The allowance is increased by the provision for loan losses offset by recoveries of previously charged-off loans and is decreased by loan charge-offs. The provision is a charge to current expense to provide for current loan losses and to maintain the allowance commensurate with management's evaluation of the risks inherent in the loan portfolio. Various factors are taken into consideration when determining the amount of the provision and the adequacy of the allowance. These factors include but are not limited to:
past due and non-performing assets;
specific internal analysis of loans requiring special attention;
the current level of regulatory classified and criticized assets and the associated risk factors with each;
changes in underwriting standards or lending procedures and policies;
charge-off and recovery practices;
national and local economic and business conditions;
nature and volume of loans;
overall portfolio quality;
adequacy of loan collateral;
quality of loan review system and degree of oversight by our board of directors;
competition and legal and regulatory requirements on borrowers;
examinations of the loan portfolio by federal and state regulatory agencies and examinations; and
review by our internal loan review department and independent accountants.

The data collected from all sources in determining the adequacy of the allowance is evaluated on a regular basis by management with regard to current national and local economic trends, prior loss history, underlying collateral values, credit concentrations and industry risks. An estimate of potential loss on specific loans is developed in conjunction with an overall risk evaluation of the total loan portfolio. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as new information becomes available.
 
The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as doubtful, substandard, and impaired. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Also, a specific reserve is allocated for our syndicated loans, including shared national credits. The general component covers non-classified loans and special mention loans and is based on historical loss experience for the past three years adjusted for qualitative factors described above. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.
 
The allowance for losses was $10.9 million at December 31, 2019 compared to $10.8 million at December 31, 2018.


-53-




The balance in the allowance for loan losses is principally influenced by the provision for loan losses and by net loan loss experience. Additions to the allowance are charged to the provision for loan losses. Losses are charged to the allowance as incurred and recoveries on losses previously charged to the allowance are credited to the allowance at the time recovery is collected. The table below reflects the activity in the allowance for loan losses for the years indicated. 
 
At or For the Years Ended December 31,
(dollars in thousands)
2019
 
2018
 
2017
 
2016
 
2015
Balance at beginning of year
$
10,776

 
$
9,225

 
$
11,114

 
$
9,415

 
$
9,105

 
 
 
 
 
 
 
 
 
 
Charge-offs:
 
 
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
 
 
Construction and land development

 

 

 

 
(559
)
Farmland

 

 

 

 

1- 4 family
(552
)
 
(99
)
 
(33
)
 
(244
)
 
(410
)
Multifamily

 

 

 

 
(947
)
Non-farm non-residential
(2,603
)
 
(404
)
 
(1,291
)
 
(1,373
)
 
(1,137
)
Total Real Estate
(3,155
)
 
(503
)
 
(1,324
)
 
(1,617
)
 
(3,053
)
Non-Real Estate:
 

 
 

 
 

 
 

 
 

Agricultural
(40
)
 
(300
)
 
(162
)
 
(83
)
 
(491
)
Commercial and industrial loans
(879
)
 
(179
)
 
(3,629
)
 
(579
)
 
(79
)
Consumer and other
(1,190
)
 
(907
)
 
(1,247
)
 
(635
)
 
(550
)
Total Non-Real Estate
(2,109
)
 
(1,386
)
 
(5,038
)
 
(1,297
)
 
(1,120
)
Total charge-offs
(5,264
)
 
(1,889
)
 
(6,362
)
 
(2,914
)
 
(4,173
)
 
 
 
 
 
 
 
 
 
 
Recoveries:
 

 
 

 
 

 
 

 
 

Real Estate:
 

 
 

 
 

 
 

 
 

Construction and land development

 
3

 
43

 
4

 
5

Farmland

 

 

 

 

1- 4 family
39

 
90

 
92

 
45

 
94

Multifamily

 
20

 
40

 
401

 
46

Non-farm non-residential
5

 
89

 
85

 
16

 
5

Total Real Estate
44

 
202

 
260

 
466

 
150

Non-Real Estate:
 

 
 

 
 

 
 

 
 

Agricultural

 
26

 
138

 
113

 
3

Commercial and industrial loans
267

 
1,642

 
30

 
146

 
315

Consumer and other
246

 
216

 
223

 
183

 
151

Total Non-Real Estate
513

 
1,884

 
391

 
442

 
469

Total recoveries
557

 
2,086

 
651

 
908

 
619

 
 
 
 
 
 
 
 
 
 
Net (charge-offs) recoveries
(4,707
)
 
197

 
(5,711
)
 
(2,006
)
 
(3,554
)
Provision for loan losses
4,860

 
1,354

 
3,822

 
3,705

 
3,864

 
 
 
 
 
 
 
 
 
 
Balance at end of year
$
10,929

 
$
10,776

 
$
9,225

 
$
11,114

 
$
9,415

 
 
 
 
 
 
 
 
 
 
Ratios:
 

 
 

 
 

 
 

 
 

Net loan charge-offs to average loans
0.36
%
 
(0.02
)%
 
0.54
%
 
0.23
%
 
0.44
%
Net loan charge-offs to loans at end of year
0.31
%
 
(0.02
)%
 
0.50
%
 
0.21
%
 
0.42
%
Allowance for loan losses to loans at end of year
0.72
%
 
0.88
 %
 
0.80
%
 
1.17
%
 
1.12
%
Net loan charge-offs to allowance for loan losses
43.07
%
 
(1.83
)%
 
61.91
%
 
18.05
%
 
37.75
%
Net loan charge-offs to provision charged to expense
96.85
%
 
(14.55
)%
 
149.42
%
 
54.14
%
 
91.98
%


-54-




A provision for loan losses of $4.9 million was made during the year ended December 31, 2019 as compared to $1.4 million for 2018. The provisions made in 2019 were taken to provide for current loan losses and to maintain the allowance proportionate to risks inherent in the loan portfolio. First Guaranty’s loan loss calculation method incorporates risk factors in the loan portfolio and the composition of the loan portfolio affects the final allowance calculation. The loan portfolio composition shifts in 2019 that primarily affected the allocation of the allowance were the following:

First Guaranty acquired $184.1 million in loans from the Union acquisition on November 7, 2019. These loans were subject to purchase accounting and are not included in the allowance calculation but are included in the overall allowance to total loan ratio calculation.  Discounts on the acquired Union loans were approximately $2.4 million at December 31, 2019.

First Guaranty’s commercial lease portfolio increased by $44.2 million which increased allocations for this portfolio.

First Guaranty originated a $25.0 million cash secured loan in the fourth quarter of 2019. The cash secured loan did not require a related allowance.

First Guaranty’s syndicated loan portfolio declined in 2019 which lowered risk in the portfolio and required less of an allocation in the commercial and industrial portfolio.

First Guaranty’s non-farm non-residential loan portfolio declined by approximately $33.8 million when acquired loans are removed from total loans.

First Guaranty’s multifamily loan portfolio declined by $18.9 million which required less of an allocation in the multifamily portfolio.

First Guaranty charged-off $1.4 million on a previously allocated impaired loan that had a specific reserve of $1.0 million at December 31, 2018 and September 30, 2019.

First Guaranty continued its growth of one-to four-family loans along with construction and land development loans. These loan categories generally require less of a risk allocation as compared to commercial real estate loans.
 
Total charge-offs were $5.3 million during the year ended December 31, 2019 as compared to $1.9 million for 2018. Recoveries totaled $0.6 million for the year ended December 31, 2019 and $2.1 million during 2018. Comparing the year ended December 31, 2019 to the year ended December 31, 2018, the increase in the allowance was primarily attributed to an increase in the provision related to impaired loans. The primary changes were an increase in the balance associated with non-farm non-residential loans, consumer and other loans, one-to four-family loans and farmland loans. In the third quarter of 2019, a $4.1 million loan secured by a hotel was determined to be impaired. An allocation of $1.9 million was made against it during the third quarter of 2019. This increase was partially offset by a decrease in the allowance for multifamily loans, agricultural loans and construction and land development loans.
 
The charged-off loan balances for the year ended December 31, 2019 were concentrated in seven loan relationships which totaled $4.1 million, or 78.3%, of the total charged-off amount. The details of the $5.3 million in charged-off loans were as follows:
First Guaranty charged off $0.2 million on a commercial and industrial loan in the first quarter of 2019. This loan had no remaining principal balance at December 31, 2019.
First Guaranty charged off $0.7 million on a purchased consumer loan pool during 2019. This pool had a remaining principal balance of $2.6 million at December 31, 2019.
First Guaranty charged off $0.8 million on a non-farm non-residential loan in the second quarter of 2019. This loan had no remaining principal balance at December 31, 2019. The collateral balance of $2.2 million was transferred to other real estate owned during the second quarter of 2019.
First Guaranty charged off $0.4 million on a one-to four-family residential loan in the second quarter of 2019. This loan had no remaining principal balance at December 31, 2019.
First Guaranty charged off $1.4 million on a non-farm non-residential loan secured by a hotel in the fourth quarter of 2019. This loan had no remaining principal balance at December 31, 2019. This loan had been previously allocated for with a specific reserve of $1.0 million at September 30, 2019 and December 31, 2018.
First Guaranty charged off $0.3 million on a non-farm non-residential loan secured by a hotel in the fourth quarter of 2019. This loan had a remaining principal balance of $3.7 million at December 31, 2019 with a specific reserve of $1.8 million allocated against it.
First Guaranty charged off $0.2 million on a commercial and industrial loan in the fourth quarter of 2019. This loan had no remaining principal balance at December 31, 2019.
Smaller loans and overdrawn deposit accounts comprised the remaining $1.3 million of charge-offs for 2019.


-55-




Allocation of Allowance for Loan Losses. The following tables set forth the allowance for loan losses allocated by loan category and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance for losses in other categories.
 
 
At December 31,
 
2019
 
2018
(dollars in thousands)
Allowance for
Loan Losses
 
Percent of Allowance
to Total Allowance
for Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
 
Allowance for
Loan Losses
 
Percent of Allowance
to Total Allowance
for Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$
423

 
3.9
%
 
11.3
%
 
$
581

 
5.4
%
 
10.1
%
Farmland
50

 
0.4
%
 
1.5
%
 
41

 
0.4
%
 
1.5
%
1- 4 family
1,027

 
9.4
%
 
18.9
%
 
911

 
8.5
%
 
14.1
%
Multifamily
1,038

 
9.5
%
 
1.6
%
 
1,318

 
12.2
%
 
3.5
%
Non-farm non-residential
5,277

 
48.3
%
 
40.3
%
 
4,771

 
44.3
%
 
47.7
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
95

 
0.9
%
 
1.8
%
 
339

 
3.1
%
 
1.9
%
Commercial and industrial
1,909

 
17.5
%
 
17.5
%
 
1,909

 
17.7
%
 
16.4
%
Consumer and other
1,110

 
10.1
%
 
7.1
%
 
891

 
8.3
%
 
4.8
%
Unallocated

 
%
 

 
15

 
0.1
%
 

 
 
 
 
 
 
 
 
 
 
 
 
Total Allowance
$
10,929

 
100.0
%
 
100.0
%
 
$
10,776

 
100.0
%
 
100.0
%
 
 
At December 31,
 
2017
 
2016
(dollars in thousands)
Allowance for
Loan Losses
 
Percent of Allowance
to Total Allowance
for Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
 
Allowance for
Loan Losses
 
Percent of Allowance
to Total Allowance
for Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction and land development
$
628

 
6.8
%
 
9.8
%
 
$
1,232

 
11.1
%
 
8.9
%
Farmland
5

 
0.1
%
 
2.2
%
 
19

 
0.2
%
 
2.2
%
1- 4 family
1,078

 
11.7
%
 
13.8
%
 
1,204

 
10.8
%
 
14.2
%
Multifamily
994

 
10.8
%
 
1.4
%
 
591

 
5.3
%
 
1.3
%
Non-farm non-residential
2,811

 
30.4
%
 
46.1
%
 
3,451

 
31.0
%
 
43.9
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Agricultural
187

 
2.0
%
 
1.9
%
 
74

 
0.7
%
 
2.5
%
Commercial and industrial
2,377

 
25.8
%
 
20.0
%
 
3,543

 
31.9
%
 
20.4
%
Consumer and other
1,125

 
12.2
%
 
4.8
%
 
972

 
8.7
%
 
6.6
%
Unallocated
20

 
0.2
%
 

 
28

 
0.3
%
 

 
 
 
 
 
 
 
 
 
 
 
 
Total Allowance
$
9,225

 
100.0
%
 
100.0
%
 
$
11,114

 
100.0
%
 
100.0
%

-56-





 
At December 31,
 
2015
(dollars in thousands)
Allowance for
Loan Losses
 
Percent of Allowance
to Total Allowance
for Loan Losses
 
Percent of Loans
in Each Category
to Total Loans
Real Estate:
 
 
 
 
 
Construction and land development
$
962

 
10.2
%
 
6.6
%
Farmland
54

 
0.6
%
 
2.1
%
1- 4 family
1,771

 
18.8
%
 
15.4
%
Multifamily
557

 
5.9
%
 
1.5
%
Non-farm non-residential
3,298

 
35.0
%
 
38.3
%
 
 
 
 
 
 
Non-Real Estate:
 
 
 
 
 
Agricultural
16

 
0.2
%
 
3.1
%
Commercial and industrial
2,527

 
26.9
%
 
26.6
%
Consumer and other
230

 
2.4
%
 
6.4
%
Unallocated

 
%
 

 
 
 
 
 
 
Total Allowance
$
9,415

 
100.0
%
 
100.0
%


-57-




Investment Securities.
 
Investment securities at December 31, 2019 totaled $427.0 million, an increase of $21.7 million, or 5.4%, compared to $405.3 million at December 31, 2018. Our investment securities portfolio is comprised of both available for sale securities and securities that we intend to hold to maturity. We purchase securities for our investment portfolio to provide a source of liquidity, to provide an appropriate return on funds invested, to manage interest rate risk and meet pledging requirements for public funds and borrowings. In particular, our held to maturity securities portfolio is used as collateral for our public funds deposits.
 
The securities portfolio consisted principally of U.S. Government and Government agency securities, agency mortgage-backed securities, corporate debt securities and municipal bonds. U.S. government agencies consist of FHLB, Federal Farm Credit Bank ("FFCB"), Freddie Mac and Fannie Mae obligations. Mortgage backed securities that we purchase are issued by Freddie Mac and Fannie Mae. Management monitors the securities portfolio for both credit and interest rate risk. We generally limit the purchase of corporate securities to individual issuers to manage concentration and credit risk. Corporate securities generally have a maturity of 10 years or less. U.S. Government securities consist of U.S. Treasury bills that have maturities of less than 30 days. Government agency securities generally have maturities of 15 years or less. Agency mortgage backed securities have stated final maturities of 15 to 20 years.
 
At December 31, 2019, the U.S Government and Government agency securities and municipal bonds qualified as securities available to collateralize public funds. Securities pledged as collateral totaled $212.8 million at December 31, 2019 and $289.7 million at December 31, 2018. Our public funds deposits have a seasonal increase due to tax collections at the end of the year and the first quarter. We typically collateralize the seasonal public fund increases with short term instruments such as U.S. Treasuries or other agency backed securities.
 
The following table sets forth the amortized cost and fair values of our securities portfolio at the dates indicated. 
 
At December 31,
 
2019
 
2018
 
2017
(in thousands)
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
 
Amortized Cost
 
Fair Value
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
$

 
$

 
$

 
$
19,490

 
$
19,486

U.S. Government Agencies
16,380

 
16,393

 
146,911

 
141,389

 
200,052

 
195,983

Corporate debt securities
94,561

 
95,369

 
76,310

 
72,878

 
91,770

 
91,485

Other securities
497

 
497

 
483

 
483

 
500

 
493

Municipal bonds
30,297

 
32,153

 
32,956

 
33,901

 
37,210

 
39,569

Collateralized mortgage obligations
16,400

 
16,397

 
918

 
904

 
1,191

 
1,185

Mortgage-backed securities
179,546

 
179,625

 
48,434

 
47,422

 
33,680

 
33,334

Total available for sale securities
337,681

 
340,434

 
306,012

 
296,977

 
383,893

 
381,535

 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies
18,175

 
18,143

 
28,172

 
27,091

 
28,169

 
27,499

Municipal bonds
5,107

 
5,289

 
5,227

 
5,126

 
5,322

 
5,325

Mortgage-backed securities
63,297

 
63,385

 
74,927

 
72,623

 
86,630

 
85,733

Total held to maturity securities
$
86,579

 
$
86,817

 
$
108,326

 
$
104,840

 
$
120,121

 
$
118,557

 
Our available for sale securities portfolio totaled $340.4 million at December 31, 2019, an increase of $43.5 million, or 14.6%, compared to $297.0 million at December 31, 2018. The increase was primarily due to the acquired securities from Union of $14.7 million in collateralized mortgage obligations, $12.6 million in mortgage-backed securities, $6.9 million in municipal bonds and $2.3 million in U.S. Government agency securities. The acquisition of securities was partially offset by called bonds and the sale of securities. First Guaranty had $85.0 million in U.S. Government agency securities and $1.9 million of corporate securities called during 2019 due to the decrease in interest rates. First Guaranty had securities sales of $46.7 million in U.S. Government agency securities, $13.0 million in mortgage-backed securities, $23.3 million in corporate securities and $8.2 million in municipal securities for which the proceeds were used to fund loan growth during 2019.
 
Our held to maturity securities portfolio had an amortized cost of $86.6 million at December 31, 2019, a decrease of $21.7 million, or 20.1%, compared to $108.3 million at December 31, 2018. The decrease was primarily due to the call of $10.0 million in U.S. Government agency securities and the continued amortization of our mortgage-backed securities.


-58-




The following tables set forth the stated maturities and weighted average yields of our investment securities at December 31, 2019 and 2018
 
At December 31, 2019
 
One Year or Less
 
More than One Year
through Five Years
 
More than Five Years
through Ten Years
 
More than Ten Years
(in thousands except for %)
Carrying Value
 
Weighted
Average Yield
 
Carrying Value
 
Weighted
Average Yield
 
Carrying Value
 
Weighted
Average Yield
 
Carrying Value
 
Weighted
Average Yield
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
%
 
$

 
%
 
$

 
%
 
$

 
%
U.S. Government Agencies
2,096

 
1.8
%
 
4,647

 
2.2
%
 
149

 
2.0
%
 
9,501

 
2.9
%
Corporate and other debt securities
640

 
3.4
%
 
24,860

 
3.1
%
 
68,129

 
3.6
%
 
1,740

 
4.7
%
Other securities

 
%
 

 
%
 

 
%
 
497

 
2.3
%
Municipal bonds
1,785

 
4.1
%
 
9,221

 
3.8
%
 
9,665

 
3.8
%
 
11,482

 
3.5
%
Collateralized mortgage obligations

 
%
 
55

 
2.1
%
 
5,567

 
2.2
%
 
10,775

 
2.2
%
Mortgage-backed securities

 
%
 
416

 
2.0
%
 
1,393

 
2.2
%
 
177,816

 
2.5
%
Total available for sale securities
$
4,521

 
2.9
%
 
$
39,199

 
3.1
%
 
$
84,903

 
3.5
%
 
$
211,811

 
2.6
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies
$
5,000

 
1.5
%
 
$
7,177

 
2.0
%
 
$
5,998

 
2.1
%
 
$

 
%
Municipal bonds
50

 
1.6
%
 
150

 
2.1
%
 
1,498

 
2.6
%
 
3,409

 
2.7
%
Mortgage-backed securities

 
%
 

 
%
 
11,628

 
2.0
%
 
51,669

 
2.3
%
Total held to maturity securities
$
5,050

 
1.5
%
 
$
7,327

 
2.0
%
 
$
19,124

 
2.1
%
 
$
55,078

 
2.4
%
 
 
At December 31, 2018
 
One Year or Less
 
More than One Year
through Five Years
 
More than Five Years
through Ten Years
 
More than Ten Years
(in thousands except for %)
Carrying
Value
 
Weighted
Average Yield
 
Carrying
Value
 
Weighted
Average Yield
 
Carrying
Value
 
Weighted
Average Yield
 
Carrying
Value
 
Weighted
Average Yield
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
%
 
$

 
%
 
$

 
%
 
$

 
%
U.S. Government Agencies

 
%
 
18,428

 
2.1
%
 
114,053

 
2.5
%
 
8,908

 
2.9
%
Corporate and other debt securities
555

 
4.5
%
 
28,538

 
3.0
%
 
42,752

 
3.5
%
 
1,033

 
5.5
%
Other securities

 
%
 

 
%
 

 
%
 
483

 
2.2
%
Municipal bonds
2,493

 
3.0
%
 
7,635

 
4.0
%
 
17,502

 
3.2
%
 
6,271

 
4.7
%
Collateralized mortgage obligations

 
%
 

 
%
 

 
%
 
904

 
2.4
%
Mortgage-backed Securities

 
%
 
237

 
1.6
%
 
966

 
2.3
%
 
46,219

 
2.8
%
Total available for sale securities
3,048

 
3.2
%
 
54,838

 
2.9
%
 
175,273

 
2.9
%
 
63,818

 
3.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies

 
%
 
6,998

 
1.6
%
 
17,174

 
2.4
%
 
4,000

 
3.2
%
Municipal bonds

 
%
 
250

 
1.9
%
 
165

 
2.6
%
 
4,812

 
2.7
%
Mortgage-backed securities

 
%
 

 
%
 
14,146

 
2.0
%
 
60,781

 
2.6
%
Total held to maturity securities
$

 
%
 
$
7,248

 
1.6
%
 
$
31,485

 
2.2
%
 
$
69,593

 
2.6
%
 
At December 31, 2019, $9.6 million, or 2.2%, of the securities portfolio was scheduled to mature in less than one year. Securities, not including mortgage-backed securities and collateralized mortgage obligations, with contractual maturity dates over 10 years totaled $26.6 million, or 6.2%, of the total portfolio at December 31, 2019. We closely monitor the investment portfolio's yield, duration, and maturity to ensure a satisfactory return. The average maturity of the securities portfolio is affected by call options that may be exercised by the issuer of the securities and are influenced by market interest rates. Prepayments of mortgages that collateralize mortgage-backed securities also affect the maturity of the securities portfolio.

-59-




At December 31, 2019, the following table identifies the issuers, and the aggregate amortized cost and aggregate fair value of the securities of such issuers that exceeded 10% of our total shareholders' equity: 
 
At December 31, 2019
(in thousands)
Amortized Cost
 
Fair Value
Freddie Mac
96,966

 
97,036

Fannie Mae
146,702

 
146,758

Federal Farm Credit Bank
18,227

 
18,211

Total
$
261,895

 
$
262,005



-60-




Deposits
 
Managing the mix and pricing the maturities of deposit liabilities is an important factor affecting our ability to maximize our net interest margin. The strategies used to manage interest-bearing deposit liabilities are designed to adjust as the interest rate environment changes. We regularly assess our funding needs, deposit pricing and interest rate outlooks. From December 31, 2018 to December 31, 2019, total deposits increased $223.4 million, or 13.7%, to $1.9 billion. Noninterest-bearing demand deposits increased $81.4 million, or 33.3% to $325.9 million at December 31, 2019. The increase in noninterest-bearing demand deposits was due to acquired deposits from Union and fluctuations in existing customer balances. Interest-bearing demand deposits increased $41.6 million, or 7.0%, to $635.9 million at December 31, 2019. The increase in interest-bearing demand deposits was primarily concentrated in public funds interest-bearing demand deposits that seasonally increase during the end of the year tax collection period. Time deposits increased $75.2 million, or 11.1%, to $756.0 million at December 31, 2019, primarily due to our local deposit campaign. Savings deposits increased $25.2 million, or 22.9%, to $135.2 million at December 31, 2019, primarily due to acquired deposits from Union.

As we seek to strengthen our net interest margin and improve our earnings, attracting noninterest-bearing or lower cost deposits will be a primary emphasis. Management will continue to evaluate and update our product mix in its efforts to attract additional customers. We currently offer a number of deposit products that are competitively priced and designed to attract and retain customers with primary emphasis on noninterest-bearing deposits and other lower cost deposits.

The following table sets forth the distribution of deposit accounts, by account type, for the dates indicated. 
 
For the Years Ended December 31,
Total Deposits
2019
 
2018
 
2017
(in thousands except for %)
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
Noninterest-bearing Demand
$
262,379

 
15.7
%
 
%
 
$
252,531

 
16.3
%
 
%
 
$
244,949

 
16.7
%
 
%
Interest-bearing Demand
592,113

 
35.4
%
 
1.8
%
 
556,528

 
35.9
%
 
1.5
%
 
539,399

 
36.9
%
 
1.0
%
Savings
115,682

 
6.9
%
 
0.4
%
 
111,134

 
7.2
%
 
0.4
%
 
102,779

 
7.0
%
 
0.2
%
Time
703,685

 
42.0
%
 
2.4
%
 
628,457

 
40.6
%
 
1.7
%
 
575,666

 
39.4
%
 
1.2
%
Total Deposits
$
1,673,859

 
100.0
%
 
1.7
%
 
$
1,548,650

 
100.0
%
 
1.3
%
 
$
1,462,793

 
100.0
%
 
0.9
%
 
 
For the Years Ended December 31,
Individual and Business Deposits
2019
 
2018
 
2017
(in thousands except for %)
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
Noninterest-bearing Demand
$
256,099

 
23.7
%
 
%
 
$
246,550

 
26.7
%
 
%
 
$
240,337

 
28.0
%
 
%
Interest-bearing Demand
241,290

 
22.3
%
 
1.4
%
 
204,405

 
22.1
%
 
1.1
%
 
187,439

 
21.8
%
 
0.6
%
Savings
86,972

 
8.0
%
 
0.1
%
 
84,844

 
9.2
%
 
0.1
%
 
82,442

 
9.6
%
 
0.1
%
Time
498,521

 
46.0
%
 
2.6
%
 
388,623

 
42.0
%
 
1.7
%
 
348,656

 
40.6
%
 
1.3
%
Total Individual and Business Deposits
$
1,082,882

 
100.0
%
 
1.5
%
 
$
924,422

 
100.0
%
 
1.0
%
 
$
858,874

 
100.0
%
 
0.7
%
 
 
For the Years Ended December 31,
Public Fund Deposits
2019
 
2018
 
2017
(in thousands except for %)
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
 
Average Balance
 
Percent
 
Weighted
Average Rate
Noninterest-bearing Demand
$
6,280

 
1.1
%
 
%
 
$
5,981

 
1.0
%
 
%
 
$
4,612

 
0.8
%
 
%
Interest-bearing Demand
350,823

 
59.3
%
 
2.0
%
 
352,123

 
56.4
%
 
1.8
%
 
351,960

 
58.3
%
 
1.2
%
Savings
28,710

 
4.9
%
 
1.6
%
 
26,290

 
4.2
%
 
1.4
%
 
20,337

 
3.4
%
 
0.8
%
Time
205,164

 
34.7
%
 
2.1
%
 
239,834

 
38.4
%
 
1.7
%
 
227,010

 
37.5
%
 
1.1
%
Total Public Fund Deposits
$
590,977

 
100.0
%
 
1.9
%
 
$
624,228

 
100.0
%
 
1.7
%
 
$
603,919

 
100.0
%
 
1.2
%


-61-




At December 31, 2019, public funds deposits totaled $610.7 million compared to $645.5 million at December 31, 2018. Public funds time deposits totaled $146.4 million at December 31, 2019 compared to $247.0 million at December 31, 2018. We have developed a program for the retention and management of public funds deposits. Since the end of 2012, we have maintained public funds deposits in excess of $400.0 million. These deposits are from public entities such as school districts, hospital districts, sheriff departments and municipalities. $463.7 million, or 76%, of these accounts at December 31, 2019, are under fiscal agency agreements with terms of three years or less. Deposits under fiscal agency agreements are generally stable but public entities may maintain the ability to negotiate term deposits on a specific basis including with other financial institutions. Three of these relationships account for 33% of public funds deposits that are under fiscal agency agreements. These deposits generally have stable balances as we maintain both operating accounts and time deposits for these entities. There is a seasonal component to public deposit levels associated with annual tax collections. Public funds will increase at the end of the year and during the first quarter. In addition to seasonal fluctuations, there are monthly fluctuations associated with internal payroll and short-term tax collection accounts for our public funds deposit accounts. Public funds deposit accounts are collateralized by FHLB letters of credit, by expanded reciprocal deposit insurance programs, by Louisiana municipal bonds and by eligible government and government agency securities such as those issued by the FHLB, FFCB, Fannie Mae, and Freddie Mac.

The following table sets forth public funds as a percent of total deposits. 
 
At December 31,
(in thousands except for %)
2019
 
2018
 
2017
Public Funds:
 
 
 
 
 
Noninterest-bearing Demand
$
9,944

 
$
6,930

 
$
4,828

Interest-bearing Demand
424,732

 
364,692

 
389,788

Savings
29,570

 
26,903

 
20,539

Time
146,420

 
247,004

 
225,591

Total Public Funds
$
610,666

 
$
645,529

 
$
640,746

Total Deposits
$
1,853,013

 
$
1,629,622

 
$
1,549,286

Total Public Funds as a percent of Total Deposits
33.0
%
 
39.6
%
 
41.4
%
 
At December 31, 2019, the aggregate amount of outstanding certificates of deposit in amounts greater than or equal to $100,000 was approximately $524.5 million. At December 31, 2019, approximately $297.6 million of our certificates of deposit greater than or equal to $100,000 had a remaining term greater than one year.

The following table sets forth the maturity of the total certificates of deposit greater than or equal to $100,000 at December 31, 2019
(in thousands)
December 31, 2019
Due in one year or less
$
226,971

Due after one year through three years
120,554

Due after three years
177,001

Total certificates of deposit greater than or equal to $100,000
$
524,526

 

-62-




Borrowings.
 
First Guaranty maintains borrowing relationships with other financial institutions as well as the Federal Home Loan Bank on a short and long-term basis to meet liquidity needs. First Guaranty had $19.9 million in short-term borrowings outstanding at December 31, 2019 compared to none outstanding at December 31, 2018. The short-term borrowings at December 31, 2019 were comprised of Federal Home Loan Bank advances of $13.1 million and repurchase agreements of $6.8 million. First Guaranty has a line of credit for $6.5 million, with no outstanding balance at December 31, 2019. The Federal Home Loan Bank advances and repurchase agreements were assumed as a result of the Union acquisition in November 2019.

At December 31, 2019, we had $355.2 million in FHLB letters of credit outstanding obtained primarily for collateralizing public deposits.
 
The following table sets forth information concerning balances and interest rates on our short-term borrowings at the dates and for the years indicated. 
 
At or For the Years Ended December 31,
(in thousands except for %)
2019
 
2018
 
2017
Balance at end of year
$
19,919

 
$

 
$
15,500

Maximum month-end outstanding
$
19,919

 
$
37,000

 
$
28,000

Average daily outstanding
$
3,320

 
$
7,119

 
$
5,833

Total Weighted average rate during the year
2.00
%
 
2.21
%
 
1.06
%
Weighted average rate at the end of the year
2.00
%
 
%
 
1.51
%
 
First Guaranty Bancshares had senior long-term debt totaling $48.6 million at December 31, 2019 and $19.8 million at December 31, 2018. The increase in long-term debt was due to a new $32.5 million term loan obtained in November 2019 to partially finance the Union acquisition.

First Guaranty also had junior subordinated debentures totaling $14.7 million at December 31, 2019 and December 31, 2018.
 
Shareholders' Equity
 
Total shareholders' equity increased to $166.0 million at December 31, 2019 from $147.3 million at December 31, 2018. The increase in shareholders' equity was principally the result of an increase of $9.3 million in accumulated other comprehensive income, an increase of $8.3 million in retained earnings and an increase of $1.0 million in surplus. The increase in accumulated other comprehensive income was primarily attributed to the decrease in unrealized losses on available for sale securities during the year ended December 31, 2019. The $8.3 million increase in retained earnings was due to net income of $14.2 million during the year ended December 31, 2019, partially offset by $5.8 million in cash dividends paid on shares of our common stock. The $1.0 million increase in surplus was due to common stock issued in a private placement.




-63-




Results of Operations

Performance Summary

Year ended December 31, 2019 compared with year ended December 31, 2018. Net income for the year ended December 31, 2019 was $14.2 million, an increase of $28,000, or 0.2%, as compared to the year ended December 31, 2018. The increase in net income of $28,000 for the year ended December 31, 2019 was the result of several factors. First Guaranty experienced an increase in interest income associated with loans and increased noninterest income, partially offset by an increase in the provision for loan losses, increased interest expense and increased noninterest expense. Loan interest income increased due to the continued growth in First Guaranty's loan portfolio, an increase in the average yield on loans and due to the acquired loans from the Union acquisition. Noninterest income increased primarily as a result of gains on the sale of the guaranteed portion of SBA and USDA loans and an increase in securities gains. Factors that partially offset this increase in income include increased interest expense and noninterest expense. The increase in interest expense was due to the rising interest rate environment, increased competition and due to the acquired deposits from the Union acquisition. Noninterest expense increased primarily due to expenses associated with the Union acquisition that included approximately $0.3 million in one-time merger related expenses, as well as expenses associated with additional compensation, occupancy and other operating expenses for the branch offices acquired in the Union acquisition. The provision for loan losses increased to provide for current loan losses and to maintain the allowance proprtionate to risks inherent in the loan portfolio. Earnings per common share for the years ended December 31, 2019 and December 31, 2018 was $1.47 per common share (as adjusted for the 10% stock dividend in December 2019).

Year ended December 31, 2018 compared with year ended December 31, 2017. Net income for the year ended December 31, 2018 was $14.2 million, an increase of $2.5 million, or 21.0%, from $11.8 million for the year ended December 31, 2017. The increase in net income of $2.5 million for the year ended December 31, 2018 was the result of several factors. First Guaranty experienced increased interest income associated with loans along with a decrease in the provision for loan losses, partially offset by increased loan interest and noninterest expense and decreased noninterest income. The decrease in the provision for loan losses for the year ended December 31, 2018 was attributed to the aforementioned recovery associated with the payoff of the nonaccrual oil and gas credit along with improvement of overall credit quality of the loan portfolio. The increase in interest expense was due to the rising interest rate environment and increased competition. The decrease in noninterest income was primarily the result of an increase in securities losses. Losses on the sale of securities were $1.8 million for the year ended December 31, 2018 compared to gains of $1.4 million for 2017. First Guaranty also had a decrease in income tax expense of $3.9 million resulting from the decrease in the federal corporate tax rate as a result of the Tax Cuts and Jobs Act. Earnings per common share for the year ended December 31, 2018 was $1.47 per common share, an increase of 21.5% or $0.26 per common share from $1.21 per common share for the year ended December 31, 2017 (as adjusted for the 10% stock dividend in December 2019). The increase in earnings per share was caused by the increase in net income.



-64-




Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest income earned on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities. It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds.

A financial institution's asset and liability structure is substantially different from that of a non-financial company, in that virtually all assets and liabilities are monetary in nature. Accordingly, changes in interest rates may have a significant impact on a financial institution's performance. The impact of interest rate changes depends on the sensitivity to the change of our interest-earning assets and interest-bearing liabilities. The effects of the low interest rate environment in recent years and our interest sensitivity position is discussed below.

Year ended December 31, 2019 compared with year ended December 31, 2018.  Net interest income for the years ended December 31, 2019 and 2018 was $61.7 million and $57.0 million, respectively. The increase in net interest income for the year ended December 31, 2019 as compared to the prior year was primarily due to an increase in the average balance of our total interest-earning assets and an increase in the average yield of our total interest-earning assets, partially offset by the increase in the average balance of our total interest-bearing liabilities and an increase in the average rate of our total interest-bearing liabilities. For the year ended December 31, 2019, the average balance of our total interest-earning assets increased by $136.3 million to $1.8 billion, and the average yield of our interest-earning assets increased by 38 basis points to 5.06% from 4.68% for the year ended December 31, 2018.  For the year ended December 31, 2019, the average balance of our total interest-bearing liabilities increased by $117.0 million to $1.5 billion, and the average rate of our total interest-bearing liabilities increased by 46 basis points to 2.06% from 1.60% for the year ended December 31, 2018. As a result, our net interest rate spread decreased eight basis points to 3.00% for the year ended December 31, 2019 from 3.08% for the years ended December 31, 2018. Our net interest margin remained stable at 3.41% for the year ended December 31, 2019 and 2018.

Year ended December 31, 2018 compared with year ended December 31, 2017. Net interest income for the year ended December 31, 2018 and 2017 was $57.0 million and $53.2 million, respectively. The increase in net interest income for the year ended December 31, 2018 as compared to the prior year was primarily due to an increase in the average balance of our total interest-earning assets and an increase in the average yield of our total interest-earning assets, partially offset by the increase in the average balance of our total interest-bearing liabilities and an increase in the average rate of our total interest-bearing liabilities. For the year ended December 31, 2018, the average balance of our total interest-earning assets increased by $79.4 million to $1.7 billion, and the average yield of our interest-earning assets increased by 45 basis points to 4.68% from 4.23% for the year ended December 31, 2017.  For the year ended December 31, 2018, the average balance of our total interest-bearing liabilities increased by $76.2 million to $1.3 billion, and the average rate of our total interest-bearing liabilities increased by 46 basis points to 1.60% from 1.14% for the year ended December 31, 2017. As a result, our net interest rate spread decreased one basis point to 3.08% for the year ended December 31, 2018 from 3.09% for the year ended December 31, 2017. Our net interest margin increased eight basis points to 3.41% for the year ended December 31, 2018 from 3.33% for the year ended December 31, 2017. 


-65-





Interest Income

Year ended December 31, 2019 compared with year ended December 31, 2018. Interest income increased $13.3 million, or 16.9%, to $91.6 million for the year ended December 31, 2019 as compared to the prior year. First Guaranty continues to transition assets from lower yielding securities and interest-earning bank balances to higher yielding loans in order to increase interest income. The increase in interest income resulted primarily from an increase in the average balance of our total interest-earning assets principally as a result of the Union acquisition along with an increase in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $136.3 million to $1.8 billion for the year ended December 31, 2019 as compared to the prior year. The average yield of interest-earning assets increased by 38 basis points to 5.06% for the year ended December 31, 2019 compared to 4.68% for the year ended December 31, 2018.    

Interest income on securities decreased $3.1 million to $9.8 million for the year ended December 31, 2019 as compared to the prior year primarily as a result of a decrease in the average balance of securities. The average balance of securities decreased $116.2 million to $349.2 million for the year ended December 31, 2019 from $465.4 million for the year ended December 31, 2018 due to a decrease in the average balance of our agency, mortgage-backed, corporate and municipal securities as a result of securities sales, calls and maturities. The average yield on securities increased by three basis points to 2.81% for the year ended December 31, 2019 from 2.78% for the year ended December 31, 2018 due to the rising interest rate environment for the majority of 2019.

Interest income on loans increased $14.1 million, or 21.7%, to $78.9 million for the year ended December 31, 2019 as a result of an increase in the average balance of loans along with an increase in the average yield on loans. The average balance of loans (excluding loans held for sale) increased by $148.1 million to $1.3 billion for the year ended December 31, 2019 from $1.2 billion for the year ended December 31, 2018 as a result of new loan originations, purchased loans and loans acquired from the Union acquisition. The average yield on loans (excluding loans held for sale) increased by 44 basis points to 5.99% for the year ended December 31, 2019 from 5.55% for the year ended December 31, 2018 as a result of the rising interest rate environment for the majority of 2019.

Year ended December 31, 2018 compared with year ended December 31, 2017. Interest income increased $10.8 million, or 16.1%, to $78.4 million for the year ended December 31, 2018 as compared to the prior year. First Guaranty continues to transition assets from lower yielding securities to higher yielding loans in order to increase interest income. The increase in interest income resulted primarily from an increase in the average balance of our total interest-earning assets principally as a result of the Premier acquisition along with an increase in the average yield of interest-earning assets. The average balance of our interest-earning assets increased $79.4 million to $1.7 billion for the year ended December 31, 2018 as compared to the prior year. The average yield of interest-earning assets increased by 45 basis points to 4.68% for the year ended December 31, 2018 compared to 4.23% for the year ended December 31, 2017.   
 
Interest income on securities decreased $0.4 million to $12.9 million for the year ended December 31, 2018 primarily as a result of a decrease in the average balance of securities. The average balance of securities decreased $46.3 million to $465.4 million for the year ended December 31, 2018 from $511.7 million for the year ended December 31, 2017 due to a decrease in the average balance of our agency and corporate securities as a result of securities sales. The average yield on securities increased by 18 basis points to 2.78% for the year ended December 31, 2018 from 2.60% for the year ended December 31, 2017 due to the rising interest rate environment.

Interest income on loans increased $10.8 million, or 20.0%, to $64.8 million for the year ended December 31, 2018 as a result of an increase in the average balance of loans along with an increase in the average yield on loans. The average balance of loans (excluding loans held for sale) increased by $110.9 million to $1.2 billion for the year ended December 31, 2018 from $1.1 billion for the year ended December 31, 2017 as a result of new loan originations, purchased loans and loans acquired from the Premier acquisition, the majority of which were one- to four-family residential loans, commercial leases, commercial real estate loans and commercial and industrial loans. The average yield on loans (excluding loans held for sale) increased by 44 basis points to 5.55% for the year ended December 31, 2018 from 5.11% for the year ended December 31, 2017 as a result of the rising interest rate environment.



-66-




Interest Expense

Year ended December 31, 2019 compared with year ended December 31, 2018.  Interest expense increased $8.6 million, or 40.3%, to $30.0 million for the year ended December 31, 2019 from $21.4 million for the year ended December 31, 2018 due primarily to an increase in the average balance of interest-bearing deposits along with an increase in the average rate paid on interest-bearing deposits. The average balance of interest-bearing deposits increased by $115.4 million during the year ended December 31, 2019 to $1.4 billion as a result of a $75.2 million increase in the average balance of time deposits, a $35.6 million increase in the average balance of interest-bearing demand deposits and a $4.5 million increase in the average balance of savings deposits. The average rate of interest-bearing demand deposits increased by 23 basis points during the year ended December 31, 2019 to 1.76% as compared to the prior year. The increase in the average rate on interest-bearing demand deposits was due to those deposits, primarily public funds accounts and brokered money market deposits, whose rates are contractually tied to national index rates such as the U.S. Federal Funds rate or short term U.S. Treasury rates. The average rate of time deposits increased 74 basis points during the year ended December 31, 2019 to 2.44% as compared to the prior year. The increase in the average rate and average balance of time deposits was due to changes in market rates and the initiation of a deposit campaign by First Guaranty in order to fund future loan growth and diversify the deposit portfolio. First Guaranty initiated a deposit campaign in 2018 to grow time deposits generally with terms greater than two years. This strategy is designed to fund loan growth and increase long term funding for the Bank.

Year ended December 31, 2018 compared with year ended December 31, 2017.  Interest expense increased $7.0 million, or 48.4%, to $21.4 million for the year ended December 31, 2018 from $14.4 million for the year ended December 31, 2017 due primarily to an increase in the average balance of interest-bearing deposits principally as a result of the Premier acquisition along with an increase in the average rate paid on interest-bearing deposits. The average balance of interest-bearing deposits increased by $78.3 million during the year ended December 31, 2018 to $1.3 billion as a result of a $52.8 million increase in the average balance of time deposits, a $17.1 million increase in the average balance of interest-bearing demand deposits and a $8.4 million increase in the average balance of savings deposits. The average rate of interest-bearing demand deposits increased by 51 basis points during the year ended December 31, 2018 to 1.53% as compared to the prior year. The increase in the average rate on interest-bearing demand deposits was due to those deposits, primarily public funds accounts and brokered money market deposits, whose rates are contractually tied to national index rates such as the U.S. Federal Funds rate or short term U.S. Treasury rates which have increased over the last year. The increase in the average rate on time deposits was due to changes in market rates and the initiation of a deposit campaign by First Guaranty in order to fund future loan growth and diversify the deposit portfolio.

Average Balances and Yields. The following table sets forth average balance sheet balances, average yields and costs, and certain other information for the years indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. Loans, net of unearned income, include loans held for sale. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

The net interest income yield presented below is calculated by dividing net interest income by average interest-earning assets and is a measure of the efficiency of the earnings from the balance sheet activities. It is affected by changes in the difference between interest on interest-earning assets and interest-bearing liabilities and the percentage of interest-earning assets funded by interest-bearing liabilities.

-67-




 
December 31, 2019
 
December 31, 2018
 
December 31, 2017
(in thousands except for %)
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
 
Average Balance
 
Interest
 
Yield/Rate
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with banks(1)
$
144,298

 
$
2,956

 
2.05
%
 
$
39,005

 
$
612

 
1.57
%
 
$
23,913

 
$
178

 
0.74
%
Securities (including FHLB stock)
349,247

 
9,800

 
2.81
%
 
465,399

 
12,941

 
2.78
%
 
511,728

 
13,325

 
2.60
%
Federal funds sold
592

 
1

 
0.25
%
 
531

 
1

 
0.23
%
 
977

 
9

 
0.89
%
Loans held for sale
324

 
24

 
7.41
%
 
1,330

 
84

 
6.32
%
 
1,233

 
69

 
5.60
%
Loans, net of unearned income
1,315,524

 
78,862

 
5.99
%
 
1,167,458

 
64,752

 
5.55
%
 
1,056,519

 
53,965

 
5.11
%
Total interest-earning assets
1,809,985

 
91,643

 
5.06
%
 
1,673,723

 
78,390

 
4.68
%
 
1,594,370

 
67,546

 
4.23
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
11,951

 
 
 
 
 
10,013

 
 
 
 
 
10,147

 
 
 
 
Premises and equipment, net
45,037

 
 
 
 
 
38,502

 
 
 
 
 
31,885

 
 
 
 
Other assets
15,256

 
 
 
 
 
13,805

 
 
 
 
 
9,536

 
 
 
 
Total Assets
$
1,882,229

 
 
 
 
 
$
1,736,043

 
 
 
 
 
$
1,645,938

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
$
592,113

 
10,447

 
1.76
%
 
$
556,528

 
8,531

 
1.53
%
 
$
539,399

 
5,526

 
1.02
%
Savings deposits
115,682

 
527

 
0.46
%
 
111,134

 
407

 
0.37
%
 
102,779

 
201

 
0.20
%
Time deposits
703,685

 
17,141

 
2.44
%
 
628,457

 
10,690

 
1.70
%
 
575,666

 
7,112

 
1.24
%
Borrowings
40,766

 
1,851

 
4.54
%
 
39,150

 
1,738

 
4.44
%
 
41,190

 
1,554

 
3.77
%
Total interest-bearing liabilities
1,452,246

 
29,966

 
2.06
%
 
1,335,269

 
21,366

 
1.60
%
 
1,259,034

 
14,393

 
1.14
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Demand deposits
262,379

 
 
 
 
 
252,531

 
 
 
 
 
244,949

 
 
 
 
Other
9,204

 
 
 
 
 
5,870

 
 
 
 
 
5,138

 
 
 
 
Total Liabilities
1,723,829

 
 
 
 
 
1,593,670

 
 
 
 
 
1,509,121

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shareholders' Equity
158,400

 
 
 
 
 
142,373

 
 
 
 
 
136,817

 
 
 
 
Total Liabilities and Shareholders' Equity
$
1,882,229

 
 
 
 
 
$
1,736,043

 
 
 
 
 
$
1,645,938

 
 
 
 
Net interest income
 
 
$
61,677

 
 
 
 
 
$
57,024

 
 
 
 
 
$
53,153

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest rate spread(2)
 
 
 
 
3.00
%
 
 
 
 
 
3.08
%
 
 
 
 
 
3.09
%
Net interest-earning assets(3)
$
357,739

 
 
 
 
 
$
338,454

 
 
 
 
 
$
335,336

 
 
 
 
Net interest margin(4)(5)
 
 
 
 
3.41
%
 
 
 
 
 
3.41
%
 
 
 
 
 
3.33
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average interest-earning assets to interest-bearing liabilities
 
 
 
 
124.63
%
 
 
 
 
 
125.35
%
 
 
 
 
 
126.64
%
(1)
Includes Federal Reserve balances reported in cash and due from banks on the consolidated balance sheets.
(2)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.
(5)
The tax adjusted net interest margin was 3.42%, 3.42% and 3.36% for the years ended December 31, 2019, 2018 and 2017. A 21% tax rate was used to calculate the effect on securities income from tax exempt securities for the years ended December 31, 2019 and 2018. A 35% tax rate was used to calculate the effect on securities income from tax exempt securities for year ended December 31, 2017, respectively.

-68-




Volume/Rate Analysis.

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities for the years indicated. The table distinguishes between: (1) changes attributable to volume (changes in volume multiplied by the prior year's rate); (2) changes attributable to rate (change in rate multiplied by the prior year's volume) and (3) total increase (decrease) (the sum of the previous columns). Changes attributable to both volume and rate are allocated ratably between the volume and rate categories.
 
For the Years Ended December 31, 2019 vs. 2018
Increase (Decrease) Due To
 
For the Years Ended December 31, 2018 vs. 2017
Increase (Decrease) Due To
(in thousands except for %)
Volume
 
Rate
 
Increase/
Decrease
 
Volume
 
Rate
 
Increase/
Decrease
Interest earned on:
 
 
 
 
 
 
 
 
 
 
 
Interest-earning deposits with banks
$
2,105

 
$
239

 
$
2,344

 
$
157

 
$
277

 
$
434

Securities (including FHLB stock)
(3,259
)
 
118

 
(3,141
)
 
(1,255
)
 
871

 
(384
)
Federal funds sold

 

 

 
(3
)
 
(5
)
 
(8
)
Loans held for sale
(72
)
 
12

 
(60
)
 
6

 
9

 
15

Loans, net of unearned income
8,618

 
5,492

 
14,110

 
5,934

 
4,853

 
10,787

Total interest income
7,392

 
5,861

 
13,253

 
4,839

 
6,005

 
10,844

 
 
 
 
 
 
 
 
 
 
 
 
Interest paid on:
 

 
 

 
 

 
 

 
 

 
 

Demand deposits
570

 
1,346

 
1,916

 
180

 
2,825

 
3,005

Savings deposits
18

 
102

 
120

 
17

 
189

 
206

Time deposits
1,400

 
5,051

 
6,451

 
700

 
2,878

 
3,578

Borrowings
73

 
40

 
113

 
(79
)
 
263

 
184

Total interest expense
2,061

 
6,539

 
8,600

 
818

 
6,155

 
6,973

 
 
 
 
 
 
 
 
 
 
 
 
Change in net interest income
$
5,331

 
$
(678
)
 
$
4,653

 
$
4,021

 
$
(150
)
 
$
3,871


Provision for Loan Losses

A provision for loan losses is a charge to income in an amount that management believes is necessary to maintain an adequate allowance for loan losses. The provision is based on management's regular evaluation of current economic conditions in our specific markets as well as regionally and nationally, changes in the character and size of the loan portfolio, underlying collateral values securing loans, and other factors which deserve recognition in estimating loan losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.

We recorded a $4.9 million provision for loan losses for the year ended December 31, 2019 compared to $1.4 million for 2018. The allowance for loan losses at December 31, 2019 was $10.9 million or 0.72% of total loans, compared to $10.8 million or 0.88% of total loans at December 31, 2018. The increase in the provision was attributed to additional provisions on loans evaluated individually for impairment. First Guaranty also received a $3.6 million negotiated payment in settlement of a commercial and industrial non-accrual loan on May 9, 2018. The payment resulted in a recovery of $1.6 million. The recovery impacted the allowance for loan losses and the end result was a negative provision for loan losses in the second quarter of 2018. The increase in the provision was also attributable to the increase in the balance of the loan portfolio and charge-offs not previously provided for. Substandard loans increased $6.3 million to $53.1 million at December 31, 2019 from $46.8 million at December 31, 2018. Doubtful loans decreased $0.5 million to $0 at December 31, 2019 from $0.5 million at December 31, 2018. The impaired loan portfolio did not suffer additional declines in estimated fair value requiring further provisions. We believe that the allowance is adequate to cover potential losses in the loan portfolio given the current economic conditions, and current expected net charge-offs and non-performing asset levels.

For the year ended December 31, 2018, the provision for loan losses was $1.4 million compared to $3.8 million for 2017. The allowance for loan losses at December 31, 2018 was $10.8 million or 0.88% of total loans, compared to $9.2 million or 0.80% of total loans at December 31, 2017. The decrease in the provision was attributed to improvement in credit quality of the loan portfolio. First Guaranty also received a $3.6 million negotiated payment in settlement of a commercial and industrial non-accrual loan on May 9, 2018. The payment resulted in a recovery of $1.6 million. The recovery impacted the allowance for loan losses and the end result was a negative provision for loan losses in the second quarter of 2018. Substandard loans decreased $1.6 million to $46.8 million at December 31, 2018 from $48.4 million at December 31, 2017. Doubtful loans decreased $4.0 million to $0.5 million at December 31, 2018 from $4.6 million at December 31, 2017. The allowance for loan losses as a percentage of total loans was 0.95% prior to the inclusion of the acquired loans from Premier. The impaired loan portfolio did not suffer additional declines in estimated fair value requiring further provisions.


-69-




Noninterest Income.

Our primary sources of recurring noninterest income are customer service fees, ATM and debit card fees, loan fees, gains on the sale of loans and available for sale securities and other service fees. Noninterest income does not include loan origination fees which are recognized over the life of the related loan as an adjustment to yield using the interest method.

Noninterest income totaled $8.3 million for the year ended December 31, 2019, an increase of $3.0 million from $5.3 million for the year ended December 31, 2018.  The increase was primarily due to increased gains on the sale of the guaranteed portion of SBA and USDA loans along with lower losses on the sale of securities. Net securities losses were $0.2 million for the year ended December 31, 2019 as compared to net securities losses of $1.8 million for 2018. The losses on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth. Service charges, commissions and fees totaled $2.8 million for the year ended December 31, 2019 as compared to $3.0 million for 2018. ATM and debit card fees totaled $2.3 million for the year ended December 31, 2019 and $2.1 million for 2018. Net gains on the sale of loans were $1.4 million for the year ended December 31, 2019 and $0.3 million for 2018. Other noninterest income totaled $2.0 million and $1.7 million for the years ended December 31, 2019 and 2018, respectively.

Noninterest income totaled $5.3 million for the year ended December 31, 2018, a decrease of $3.1 million from $8.3 million for the year ended December 31, 2017.  The decrease was primarily due to lower gains on securities sales. Net securities losses were $1.8 million for the year ended December 31, 2018 as compared to net securities gains of $1.4 million for 2017. The gains and losses on securities sales occurred as First Guaranty sold investment securities in order to fund loan growth. Service charges, commissions and fees totaled $3.0 million for the year ended December 31, 2018 as compared to $2.6 million for 2017. ATM and debit card fees totaled $2.1 million for the year ended December 31, 2018 and $2.0 million for 2017. Net gains on the sale of loans were $0.3 million for the year ended December 31, 2018 and $0.3 million for 2017. Other noninterest income totaled $1.7 million and $2.1 million for the years ended December 31, 2018 and 2017, respectively.

Noninterest Expense

Noninterest expense includes salaries and employee benefits, occupancy and equipment expense and other types of expenses. Noninterest expense totaled $47.2 million for the year ended December 31, 2019 and $43.3 million for the year ended December 31, 2018. Salaries and benefits expense totaled $25.0 million for the year ended December 31, 2019 and $22.9 million for the year ended December 31, 2018. The increase in salaries and benefits expense was primarily due to the increase in personnel expense from the Union acquisition and new hires. Occupancy and equipment expense increased to $6.1 million for the year ended December 31, 2019 from $5.6 million for the year ended December 31, 2018 due to the new offices acquired in the Union acquistion. Other noninterest expense totaled $16.1 million for the year ended December 31, 2019 and $14.8 million for 2018.

Noninterest expense totaled $43.3 million for the year ended December 31, 2018 and $38.5 million for the year ended December 31, 2017. Salaries and benefits expense totaled $22.9 million for the year ended December 31, 2018 and $20.1 million for the year ended December 31, 2017. The increase in salaries and benefits was primarily due to the increase in personnel expense from the Premier acquisition and new hires. Occupancy and equipment expense totaled $5.6 million for the year ended December 31, 2018 and $4.5 million for the year ended December 31, 2017. Other noninterest expense totaled $14.8 million for the year ended December 31, 2018 and $13.9 million for 2017. Legal and professional fees totaled $2.4 million for the year ended December 31, 2018, a decrease of $0.7 million from $3.0 million for the year ended December 31, 2017. The reduction was due to the non-recurring expenses included in the year ended December 31, 2017 related to the acquisition of Premier.

The following table presents, for the years indicated, the major categories of other noninterest expense:
(in thousands)
December 31, 2019
 
December 31, 2018
 
December 31, 2017
Other noninterest expense:
 
 
 
 
 
Legal and professional fees
$
2,648

 
$
2,362

 
$
3,049

Data processing
1,972

 
1,692

 
1,608

ATM fees
1,217

 
1,214

 
1,161

Marketing and public relations
1,456

 
1,329

 
1,205

Taxes - sales, capital, and franchise
1,094

 
1,066

 
970

Operating supplies
674

 
562

 
496

Software expense and amortization
1,308

 
1,119

 
923

Travel and lodging
908

 
978

 
910

Telephone
193

 
208

 
167

Amortization of core deposits
390

 
545

 
432

Donations
603

 
380

 
322

Net costs from other real estate and repossessions
422

 
186

 
306

Regulatory assessment
683

 
941

 
726

Other
2,536

 
2,204

 
1,628

Total other expense
$
16,104

 
$
14,786

 
$
13,903


-70-




Income Taxes.

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the amount of other non-deductible expenses. The provision for income taxes for the years ended December 31, 2019, 2018 and 2017 was $3.7 million, $3.5 million and $7.4 million, respectively. The provision for income taxes in 2019 increased as compared to 2018 due to the increase in income before income taxes. First Guaranty recorded a one-time income tax expense of $0.9 million as a result of a remeasurement of its net deferred tax asset due to the enactment of the Tax Cuts and Jobs Act ("the "Tax Act") in December 2017 which reduced the corporate federal income tax rate from 35% to 21% beginning January 1, 2018. GAAP required that the impact of the Tax Act must be accounted for in the period of enactment of the new law. First Guaranty's statutory tax rate was 21.0% for the years ended December 31, 2019 and 2018, which was a decrease of 14 basis points from the year ended December 31, 2017 rate of 35.0%.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K have been prepared in accordance with GAAP. These require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.


-71-





Liquidity and Capital Resources

Liquidity

Liquidity refers to the ability or flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows us to have sufficient funds available to meet customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Liquid assets include cash and due from banks, interest-earning demand deposits with banks, federal funds sold and available for sale investment securities.

Loans maturing within one year or less at December 31, 2019 totaled $310.5 million. At December 31, 2019, time deposits maturing within one year or less totaled $300.6 million. First Guaranty's held to maturity ("HTM") investment securities portfolio at December 31, 2019 was $86.6 million or 20.3% of the investment portfolio compared to $108.3 million or 26.7% at December 31, 2018. The securities in the HTM portfolio are used to collateralize public funds deposits and may also be used to secure borrowings with the Federal Home Loan Bank or Federal Reserve Bank. The agency securities in the HTM portfolio have maturities of 10 years or less. The mortgage backed securities have stated final maturities of 15 to 20 years at December 31, 2019. The municipal securities in the HTM portfolio have maturities of 20 years or less. The HTM portfolio had a forecasted weighted average life of approximately 4.2 years based on current interest rates at December 31, 2019. Management regularly monitors the size and composition of the HTM portfolio to evaluate its effect on our liquidity. First Guaranty's available for sale ("AFS") portfolio was $340.4 million, or 79.7% of the investment portfolio at December 31, 2019 compared to $297.0 million, or 73.3% at December 31, 2018. The majority of the AFS portfolio was comprised of U.S. Treasuries, U.S. Government Agencies, mortgage backed securities, municipal bonds and investment grade corporate bonds. We believe these securities are readily marketable and enhance our liquidity.

We maintained a net borrowing capacity at the FHLB totaling $170.3 million and $108.6 million at December 31, 2019 and December 31, 2018, respectively with $15.8 million and $0 in FHLB advances outstanding at December 31, 2019 and December 31, 2018, respectively. At December 31, 2019, we had outstanding letters of credit from the FHLB in the amount of $355.2 million that were primarily used to collateralize public funds deposits. We also have a discount window line with the Federal Reserve Bank. We also maintain federal funds lines of credit at various correspondent banks with borrowing capacity of $100.5 million at December 31, 2019. We have a revolving line of credit for $6.5 million, with no outstanding balance at December 31, 2019 secured by a pledge of the Bank's common stock. Management believes there is sufficient liquidity to satisfy current operating needs.

Capital Resources

Our capital position is reflected in total shareholders' equity, subject to certain adjustments for regulatory purposes. Further, our capital base allows us to take advantage of business opportunities while maintaining the level of resources we deem appropriate to address business risks inherent in daily operations.

Total shareholders' equity increased to $166.0 million at December 31, 2019 from $147.3 million at December 31, 2018. The increase in shareholders' equity was principally the result of an increase of $9.3 million in accumulated other comprehensive income, an increase of $8.3 million in retained earnings and an increase of $1.0 million in surplus. The increase in accumulated other comprehensive income was primarily attributed to the decrease in unrealized losses on available for sale securities during the year ended December 31, 2019. The $8.3 million increase in retained earnings was due to net income of $14.2 million during the year ended December 31, 2019, partially offset by $5.8 million in cash dividends paid on our common stock. The $1.0 million increase in surplus was due to the issuance of common stock in a private placement.

Capital Management

We manage our capital to comply with our internal planning targets and regulatory capital standards administered by the Federal Reserve and the FDIC. We review capital levels on a monthly basis. We evaluate a number of capital ratios, including Tier 1 capital to total adjusted assets (the leverage ratio) and Tier 1 capital to risk-weighted assets. At December 31, 2019, First Guaranty Bank was classified as well-capitalized. First Guaranty Bank's capital conservation buffer was 4.58% at December 31, 2019.

The following table presents First Guaranty Bank's capital ratios as of the indicated dates.
 
"Well Capitalized  Minimums"
 
At December 31, 2019
 
"Well Capitalized Minimums"
 
At December 31, 2018
Tier 1 Leverage Ratio
5.00
%
 
10.44
%
 
5.00
%
 
9.79
%
Tier 1 Risk-based Capital Ratio
8.00
%
 
11.96
%
 
8.00
%
 
12.20
%
Total Risk-based Capital Ratio
10.00
%
 
12.61
%
 
10.00
%
 
12.97
%
Common Equity Tier One Capital
6.50
%
 
11.96
%
 
6.50
%
 
12.20
%

-72-




Off-balance sheet commitments

We are a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of our customers and to reduce our own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in our consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. The same credit policies are used in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.

The notional amounts of the financial instruments with off-balance sheet risk at December 31, 2019, 2018 and 2017 are as follows:

Contract Amount
(in thousands)
December 31, 2019
 
December 31, 2018
 
December 31, 2017
Commitments to Extend Credit
$
117,826

 
$
108,348

 
$
78,125

Unfunded Commitments under lines of credit
$
148,127

 
$
122,212

 
$
101,344

Commercial and Standby letters of credit
$
11,258

 
$
6,912

 
$
7,886


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties.

Unfunded commitments under lines of credit are contractually obligated by us as long as the borrower is in compliance with the terms of the loan relationship. Unfunded lines of credit are typically operating lines of credit that adjust on a regular basis as a customer requires funding. There may be seasonal variations to the usage of these lines. At December 31, 2019, the largest concentrations of unfunded commitments were lines of credit associated with construction and land development loans and commercial and industrial loans.

Commercial and standby letters of credit are conditional commitments to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term (one year or less); however, some guarantees extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral requirements are the same as on-balance sheet instruments and commitments to extend credit.

There were no losses incurred on any commitments during the years ended December 31, 2019, 2018 and 2017.

Contractual Obligations

The following table summarizes our fixed and determinable contractual obligations and other funding needs by payment date at December 31, 2019. The payment amounts represent those amounts due to the recipient and do not include any unamortized premiums or discounts or other similar carrying amount adjustments.
Payments Due by Period:
December 31, 2019
(in thousands)
Less Than One Year
 
One to Three Years
 
Over Three Years
 
Total
Operating leases
$
147

 
$
241

 
$
46

 
$
434

Software contracts
1,484

 
2,276

 
1,678

 
5,438

Time deposits
344,758

 
167,902

 
243,367

 
756,027

Short-term advances from Federal Home Loan Bank
13,079

 

 

 
13,079

Repurchase agreements

 
6,840

 

 
6,840

Long-term advances from Federal Home Loan Bank

 

 
3,533

 
3,533

Senior long-term debt
19,349

 
6,500

 
22,750

 
48,599

Junior subordinated debentures

 

 
15,000

 
15,000

Total contractual obligations
$
378,817

 
$
183,759

 
$
286,374

 
$
848,950




-73-




Item 7A– Quantitative and Qualitative Disclosures about Market Risk

Asset/Liability Management and Market Risk
Asset/Liability Management.

Our asset/liability management process consists of quantifying, analyzing and controlling interest rate risk to maintain reasonably stable net interest income levels under various interest rate environments. The principal objective of asset/liability management is to maximize net interest income while operating within acceptable limits established for interest rate risk and to maintain adequate levels of liquidity.

The majority of our assets and liabilities are monetary in nature. Consequently, one of our most significant forms of market risk is interest rate risk, which is inherent in our lending and deposit-taking activities. Our assets, consisting primarily of loans secured by real estate and fixed rate securities in our investment portfolio, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. The board of directors of First Guaranty Bank has established two committees, the management asset liability committee and the board investment committee, to oversee the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors. The management asset liability committee is comprised of senior officers of the Bank and meets as needed to review our asset liability policies and interest rate risk position. The board ALCO investment committee is comprised of certain members of the board of directors of the Bank and meets monthly. The management asset liability committee provides a monthly report to the board ALCO investment committee.

The need for interest sensitivity gap management is most critical in times of rapid changes in overall interest rates. We generally seek to limit our exposure to interest rate fluctuations by maintaining a relatively balanced mix of rate sensitive assets and liabilities on a one-year time horizon and greater than one-year time horizon. Because of the significant impact on net interest margin from mismatches in repricing opportunities, we monitor the asset-liability mix periodically depending upon the management asset liability committee's assessment of current business conditions and the interest rate outlook. We maintain exposure to interest rate fluctuations within prudent levels using varying investment strategies. These strategies include, but are not limited to, frequent internal modeling of asset and liability values and behavior due to changes in interest rates. We monitor cash flow forecasts closely and evaluate the impact of both prepayments and extension risk.

The following interest sensitivity analysis is one measurement of interest rate risk. This analysis, which we prepare quarterly, reflects the contractual maturity characteristics of assets and liabilities over various time periods. This analysis does not factor in prepayments or interest rate floors on loans which may significantly change the report. This table includes nonaccrual loans in their respective maturity periods. The gap indicates whether more assets or liabilities are subject to repricing over a given time period. The interest sensitivity analysis at December 31, 2019 illustrated below reflects a liability-sensitive position with a negative cumulative gap on a one-year basis.
 
December 31, 2019
 
Interest Sensitivity Within
(dollars in thousands)
3 Months Or Less
 
Over 3 Months
thru 12 Months
 
Total One Year
 
Over One Year
 
Total
Earning Assets:
 
 
 
 
 
 
 
 
 
Loans (including loans held for sale)
$
443,900

 
$
172,007

 
$
615,907

 
$
909,583

 
$
1,525,490

Securities (including FHLB stock)
4,027

 
8,851

 
12,878

 
417,443

 
430,321

Federal Funds Sold
914

 

 
914

 

 
914

Other earning assets
47,820

 

 
47,820

 

 
47,820

Total earning assets
$
496,661

 
$
180,858

 
$
677,519

 
$
1,327,026

 
$
2,004,545

 
 
 
 
 
 
 
 
 
 
Source of Funds:
 

 
 

 
 

 
 

 
 

Interest-bearing accounts:
 

 
 

 
 

 
 

 
 

Demand deposits
$
635,942

 
$

 
$
635,942

 
$

 
$
635,942

Savings deposits
135,156

 

 
135,156

 

 
135,156

Time deposits
73,427

 
227,170

 
300,597

 
455,430

 
756,027

Short-term borrowings
13,079

 

 
13,079

 
6,085

 
19,164

Senior long-term debt
48,558

 

 
48,558

 
3,533

 
52,091

Junior subordinated debt

 

 

 
14,737

 
14,737

Noninterest-bearing, net

 

 

 
391,428

 
391,428

Total source of funds
$
906,162

 
$
227,170

 
$
1,133,332

 
$
871,213

 
$
2,004,545

 
 
 
 
 
 
 
 
 
 
Period gap
$
(409,501
)
 
$
(46,312
)
 
$
(455,813
)
 
$
455,813

 
 

Cumulative gap
$
(409,501
)
 
$
(455,813
)
 
$
(455,813
)
 
$

 
 

 
 
 
 
 
 
 
 
 
 
Cumulative gap as a percent of earning assets
(20.4
)%
 
(22.7
)%
 
(22.7
)%
 
 
 
 


-74-





Net Interest Income at Risk.

Net interest income at risk measures the risk of a decline in earnings due to changes in interest rates. The first table below presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in the yield curve over a 12-month horizon at December 31, 2019. The second table below presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from a gradual shift in the yield curve over a 12-month period. Shifts are measured in 100 basis point increments (+400 through -100 basis points) from base case. We do not present shifts less than 100 basis points because of the current low interest rate environment. The base case scenario encompasses key assumptions for asset/liability mix, loan and deposit growth, pricing, prepayment speeds, deposit decay rates, securities portfolio cash flows and reinvestment strategy and the market value of certain assets under the various interest rate scenarios. The base case scenario assumes that the current interest rate environment is held constant throughout the forecast period for a static balance sheet and the instantaneous and gradual shocks are performed against that yield curve.

December 31, 2019
Instantaneous Changes in Interest Rates (basis points)
 
Percent Change in Net Interest Income
+400
 
(0.71)%
+300
 
(0.41)%
+200
 
(0.13)%
+100
 
(0.21)%
Base
 
0%
-100
 
2.87%

 
Gradual Changes in Interest Rates (basis points)
 
Percent Change in Net Interest Income
+400
 
(2.45)%
+300
 
(1.77)%
+200
 
(1.15)%
+100
 
(0.4)%
Base
 
0%
-100
 
1.14%

These scenarios above are both instantaneous and gradual shocks that assume balance sheet management will mirror the base case. Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. We consider all of these factors in monitoring exposure to interest rate risk.

We are pursuing a strategy that began in 2012 to reduce long-term interest rate risk. The contractual maturity of the investment portfolio was shortened and mortgage backed securities were purchased to enhance cash flow. We were able to grow our loan portfolio while reducing the size of the investment portfolio. New loans originated generally were either floating rate or were fixed rate with maturities that did not exceed five years. Securities as a percentage of average interest-earning assets decreased from 27.8% in 2018 to 19.3% in 2019. Deposit maturities were extended and generally priced lower. We believe that the addition of short-term securities and deploying our capital to grow our loan portfolio will help to lower interest rate risk.



-75-




Item 8 - Financial Statements and Supplementary Data

Castaing, Hussey & Lolan, LLC
Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
First Guaranty Bancshares, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of First Guaranty Bancshares, Inc. and Subsidiaries (First Guaranty) as of December 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of First Guaranty as of December 31, 2019 and 2018, and the consolidated results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of First Guaranty's management. Our responsibility is to express an opinion on First Guaranty's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board ("PCAOB") and are required to be independent with respect to First Guaranty in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. First Guaranty is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of First Guaranty's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Castaing, Hussey & Lolan, LLC
 
 
We have served as First Guaranty's auditor since 2001.
 
 
Castaing, Hussey & Lolan, LLC
New Iberia,  Louisiana
 
March 16, 2020
 



-76-




FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
December 31, 2019
 
December 31, 2018
Assets
 
 
 
Cash and cash equivalents:
 
 
 
Cash and due from banks
$
66,511

 
$
127,416

Federal funds sold
914

 
549

Cash and cash equivalents
67,425

 
127,965

 
 
 
 
Investment securities:
 
 
 
Available for sale, at fair value
340,434

 
296,977

Held to maturity, at cost (estimated fair value of $86,817 and $104,840, respectively)
86,579

 
108,326

Investment securities
427,013

 
405,303

 
 
 
 
Federal Home Loan Bank stock, at cost
3,308

 
2,393

Loans held for sale

 
344

 
 
 
 
Loans, net of unearned income
1,525,490

 
1,225,268

Less: allowance for loan losses
10,929

 
10,776

Net loans
1,514,561

 
1,214,492

 
 
 
 
Premises and equipment, net
56,464

 
39,695

Goodwill
12,942

 
3,472

Intangible assets, net
7,166

 
3,528

Other real estate, net
4,879

 
1,138

Accrued interest receivable
8,412

 
6,716

Other assets
15,046

 
12,165

Total Assets
$
2,117,216

 
$
1,817,211

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
Deposits:
 
 
 
Noninterest-bearing demand
$
325,888

 
$
244,516

Interest-bearing demand
635,942

 
594,359

Savings
135,156

 
109,958

Time
756,027

 
680,789

Total deposits
1,853,013

 
1,629,622

 
 
 
 
Short-term advances from Federal Home Loan Bank
13,079

 

Repurchase agreements
6,840

 

Accrued interest payable
6,047

 
3,952

Long-term advances from Federal Home Loan Bank
3,533

 

Senior long-term debt
48,558

 
19,838

Junior subordinated debentures
14,737

 
14,700

Other liabilities
5,374

 
1,815

Total Liabilities
1,951,181

 
1,669,927

 
 
 
 
Shareholders' Equity
 
 
 
Common stock: 1
 
 
 
$1 par value - authorized 100,600,000 shares; issued 9,741,253 and 9,687,123 shares
9,741

 
9,687

Surplus
110,836

 
109,788

Retained earnings
43,283

 
34,947

Accumulated other comprehensive income (loss)
2,175

 
(7,138
)
Total Shareholders' Equity
166,035

 
147,284

Total Liabilities and Shareholders' Equity
$
2,117,216

 
$
1,817,211

See Notes to Consolidated Financial Statements.

1   All share and per share amounts have been restated to reflect the ten percent stock dividend paid December 16, 2019 to shareholders of record as of December 9, 2019.

-77-




FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
 
Years Ended December 31,
(in thousands, except share data)
2019
 
2018
 
2017
Interest Income:
 
 
 
 
 
Loans (including fees)
$
78,886

 
$
64,836

 
$
54,034

Deposits with other banks
2,956

 
612

 
178

Securities (including FHLB stock)
9,800

 
12,941

 
13,325

Federal funds sold
1

 
1

 
9

Total Interest Income
91,643

 
78,390

 
67,546

 
 
 
 
 
 
Interest Expense:
 

 
 

 
 

Demand deposits
10,447

 
8,531

 
5,526

Savings deposits
527

 
407

 
201

Time deposits
17,141

 
10,690

 
7,112

Borrowings
1,851

 
1,738

 
1,554

Total Interest Expense
29,966

 
21,366

 
14,393

 
 
 
 
 
 
Net Interest Income
61,677

 
57,024

 
53,153

Less: Provision for loan losses
4,860

 
1,354

 
3,822

Net Interest Income after Provision for Loan Losses
56,817

 
55,670

 
49,331

 
 
 
 
 
 
Noninterest Income:
 

 
 

 
 

Service charges, commissions and fees
2,808

 
2,988

 
2,589

ATM and debit card fees
2,254

 
2,122

 
1,986

Net (losses) gains on securities
(157
)
 
(1,830
)
 
1,397

Net gains on sale of loans
1,376

 
278

 
311

Other
2,018

 
1,722

 
2,057

Total Noninterest Income
8,299

 
5,280

 
8,340

 
 
 
 
 
 
Noninterest Expense:
 

 
 

 
 

Salaries and employee benefits
25,019

 
22,888

 
20,113

Occupancy and equipment expense
6,096

 
5,601

 
4,505

Other
16,104

 
14,786

 
13,903

Total Noninterest Expense
47,219

 
43,275

 
38,521

 
 
 
 
 
 
Income Before Income Taxes
17,897

 
17,675

 
19,150

Less: Provision for income taxes
3,656

 
3,462

 
7,399

Net Income
$
14,241

 
$
14,213

 
$
11,751

 
 
 
 
 
 
Per Common Share: 1
 

 
 

 
 

Earnings
$
1.47

 
$
1.47

 
$
1.21

Cash dividends paid
$
0.60

 
$
0.58

 
$
0.54

 
 
 
 
 
 
Weighted Average Common Shares Outstanding
9,695,131

 
9,687,123

 
9,687,123

 
See Notes to Consolidated Financial Statements 

1   All share and per share amounts have been restated to reflect the ten percent stock dividend paid December 16, 2019 to shareholders of record as of December 9, 2019.



-78-




FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 
 
Years Ended December 31,
(in thousands)
2019
 
2018
 
2017
Net Income
$
14,241

 
$
14,213

 
$
11,751

Other comprehensive income:
 
 
 
 
 
Unrealized gains (losses) on securities:
 
 
 
 
 
Unrealized holding gains (losses) arising during the period
11,435

 
(8,508
)
 
5,098

Reclassification adjustments for gains (losses) included in net income
353

 
1,830

 
(1,397
)
Change in unrealized gains (losses) on securities
11,788

 
(6,678
)
 
3,701

Tax impact
(2,475
)
 
1,402

 
(1,258
)
Other comprehensive income (loss)
9,313

 
(5,276
)
 
2,443

Comprehensive Income
$
23,554

 
$
8,937

 
$
14,194


 See Notes to Consolidated Financial Statements



-79-




FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
 
 
Common Stock
$1 Par
 
Surplus
 
Retained
Earnings
 
Accumulated
Other Comprehensive
Income/(Loss)
 
Total
 
 
 
 
 
 
 
 
 
 
December 31, 2016 (1)
$
9,205

 
$
97,649

 
$
21,494

 
$
(3,999
)
 
$
124,349

Net income

 

 
11,751

 

 
11,751

Common stock issued in acquisition, 481,488 shares (1)
482

 
12,139

 
(1,971
)
 

 
10,650

Other comprehensive income

 

 

 
2,443

 
2,443

Cash dividends on common stock ($0.54 per share) (1)

 

 
(5,210
)
 

 
(5,210
)
Balance December 31, 2017
$
9,687

 
$
109,788

 
$
26,064

 
$
(1,556
)
 
$
143,983

Reclassification of stranded tax effects in accumulated other comprehensive income (2)

 

 
306

 
(306
)
 

Net income

 

 
14,213

 

 
14,213

Other comprehensive income (loss)

 

 

 
(5,276
)
 
(5,276
)
Cash dividends on common stock ($0.58 per share) (1)

 

 
(5,636
)
 

 
(5,636
)
Balance December 31, 2018
$
9,687

 
$
109,788

 
$
34,947

 
$
(7,138
)
 
$
147,284

Net income

 

 
14,241

 

 
14,241

Common stock issued in private placement, 54,130 shares (1)
54

 
1,048

 
(102
)
 

 
1,000

Other comprehensive income

 

 

 
9,313

 
9,313

Cash dividends on common stock ($0.60 per share)(1)

 

 
(5,803
)
 

 
(5,803
)
Balance December 31, 2019
$
9,741

 
$
110,836

 
$
43,283

 
$
2,175

 
$
166,035

 
See Notes to Consolidated Financial Statements
 
(1) All share and per share amounts reflect the ten percent stock dividend paid December 16, 2019 to shareholders of record as of December 9, 2019.
(2) See Note 2 - Recent Accounting Pronouncements




-80-




FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS 
 
Years Ended December 31,
(in thousands)
2019
 
2018
 
2017
Cash Flows From Operating Activities:
 
 
 
 
 
Net income
$
14,241

 
$
14,213

 
$
11,751

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
   

Provision for loan losses
4,860

 
1,354

 
3,822

Depreciation and amortization
3,057

 
3,289

 
2,444

Amortization/Accretion of investments
1,347

 
1,445

 
1,788

Loss (gain) on sale/call of securities
157

 
1,830

 
(1,397
)
Gain on sale of assets
(1,304
)
 
(301
)
 
(361
)
Repossessed asset write downs, gain and losses on dispositions
90

 
(47
)
 
103

FHLB stock dividends
(63
)
 
(42
)
 
(23
)
Net decrease in loans held for sale
344

 
964

 
347

Change in other assets and liabilities, net
6,349

 
4,184

 
(6,199
)
Net Cash Provided by Operating Activities
29,078

 
26,889

 
12,275

 
 
 
 
 
 
Cash Flows From Investing Activities:
 

 
 

 
 

Proceeds from maturities and calls of HTM securities
21,190

 
11,197

 
11,703

Proceeds from maturities, calls and sales of AFS securities
279,590

 
384,549

 
542,894

Funds invested in HTM securities

 

 
(30,530
)
Funds Invested in AFS securities
(274,437
)
 
(309,346
)
 
(517,185
)
Net increase in loans
(123,553
)
 
(76,354
)
 
(80,816
)
Purchases of premises and equipment
(11,933
)
 
(3,787
)
 
(6,814
)
Proceeds from sales of premises and equipment
12

 
46

 
51

Proceeds from sales of other real estate owned
550

 
484

 
608

Cash paid in excess of cash received in acquisition
(23,325
)
 

 
(2,907
)
Net Cash (Used In) Provided By Investing Activities
(131,906
)
 
6,789

 
(82,996
)
 
 
 
 
 
 
Cash Flows From Financing Activities:
 

 
 

 
 

Net increase in deposits
18,408

 
80,336

 
95,879

Net decrease in federal funds purchased and short-term borrowings
(28
)
 
(15,500
)
 
(700
)
Proceeds from long-term borrowings, net of costs
32,465

 

 
3,750

Repayment of long-term borrowings
(3,754
)
 
(2,941
)
 
(3,081
)
Common stock issued in private placement
1,000

 

 

Dividends paid
(5,803
)
 
(5,636
)
 
(5,210
)
Net Cash Provided By Financing Activities
42,288

 
56,259

 
90,638

 
 
 
 
 
 
Net (Decrease) Increase In Cash and Cash Equivalents
(60,540
)
 
89,937

 
19,917

Cash and Cash Equivalents at the Beginning of the Period
127,965

 
38,028

 
18,111

Cash and Cash Equivalents at the End of the Period
$
67,425

 
$
127,965

 
$
38,028

 
 
 
 
 
 
Noncash Activities:
 

 
 

 
 

Acquisition of real estate in settlement of loans
$
2,789

 
$
297

 
$
1,374

Common stock issued in acquisition
$

 
$

 
$
10,650

 
 
 
 
 
 
Cash Paid During the Period:
 
 
   

 
 

Interest on deposits and borrowed funds
$
27,871

 
$
19,902

 
$
13,836

Federal income taxes
$
3,250

 
$
2,400

 
$
10,700

State income taxes
$
23

 
$

 
$


See Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Business and Summary of Significant Accounting Policies

Business

First Guaranty Bancshares, Inc. ("First Guaranty") is a Louisiana corporation headquartered in Hammond, LA. First Guaranty owns all of the outstanding shares of common stock of First Guaranty Bank. First Guaranty Bank (the "Bank") is a Louisiana state-chartered commercial bank that provides a diversified range of financial services to consumers and businesses in the communities in which it operates. These services include consumer and commercial lending, mortgage loan origination, the issuance of credit cards and retail banking services. The Bank also maintains an investment portfolio comprised of government, government agency, corporate, and municipal securities. The Bank has thirty-four banking offices, including one drive-up banking facility, and forty-eight automated teller machines (ATMs) in Southeast Louisiana, Southwest Louisiana, Central Louisiana, North Louisiana and North Central Texas.

Summary of significant accounting policies

The accounting and reporting policies of First Guaranty conform to generally accepted accounting principles and to predominant accounting practices within the banking industry. The more significant accounting and reporting policies are as follows:

Consolidation

The consolidated financial statements include the accounts of First Guaranty Bancshares, Inc., and its wholly owned subsidiary, First Guaranty Bank. All significant intercompany balances and transactions have been eliminated in consolidation.

Acquisition Accounting

Acquisitions are accounted for under the purchase method of accounting. Purchased assets, including identifiable intangibles, and assumed liabilities are recorded at their respective acquisition date fair values. If the fair value of net assets purchased exceeds the consideration given, a gain on acquisition is recognized. If the consideration given exceeds the fair value of the net assets received, goodwill is recognized. Fair values are subject to refinement for up to one year after the closing date of an acquisition as information relative to closing date fair values becomes available. Purchased loans acquired in a business combination are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. See Acquired Loans section below for accounting policy regarding loans acquired in a business combination.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and the valuation of investment securities. In connection with the determination of the allowance for loan losses and real estate owned, First Guaranty obtains independent appraisals for significant properties.

Cash and cash equivalents

For purposes of reporting cash flows, cash and cash equivalents are defined as cash, due from banks, interest-bearing demand deposits with banks and federal funds sold with maturities of three months or less.

Securities

First Guaranty reviews its financial position, liquidity and future plans in evaluating the criteria for classifying investment securities. Debt securities that Management has the ability and intent to hold to maturity are classified as held to maturity and carried at cost, adjusted for amortization of premiums and accretion of discounts using methods approximating the interest method. Securities available for sale are stated at fair value. The unrealized difference, if any, between amortized cost and fair value of these AFS securities is excluded from income and is reported, net of deferred taxes, in accumulated other comprehensive income as a part of shareholders' equity. Details of other comprehensive income are reported in the consolidated statements of comprehensive income. Realized gains and losses on securities are computed based on the specific identification method and are reported as a separate component of other income. Amortization of premiums and discounts is included in interest income. Discounts and premiums related to debt securities are amortized using the effective interest rate method.


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Management evaluates securities for other-than-temporary impairment ("OTTI") at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. In estimating other-than-temporary losses, management considers the length of time and extent that fair value has been less than cost and the financial condition and near term prospects of the issuer. Management also assesses whether it intends to sell, or it is more likely than not that it will be required to sell, a security in an unrealized loss position before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the entire difference between amortized cost and fair value is recognized as impairment through earnings. For debt securities that do not meet the aforementioned criteria, the amount of impairment is split into two components as follows: 1) OTTI related to credit loss, which must be recognized in the income statement and 2) OTTI related to other factors, which is recognized in other comprehensive income. The credit loss is defined as the difference between the present value of the cash flows expected to be collected and the amortized cost basis.

Loans held for sale

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty days. Buyers generally have recourse to return a purchased loan under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties and documentation deficiencies. Mortgage loans held for sale are generally sold with the mortgage servicing rights released. Gains or losses on sales of mortgage loans are recognized based on the differences between the selling price and the carrying value of the related mortgage loans sold.

Loans

Loans are stated at the principal amounts outstanding, net of unearned income and deferred loan fees. In addition to loans issued in the normal course of business, overdrafts on customer deposit accounts are considered to be loans and reclassified as such. Interest income on all classifications of loans is calculated using the simple interest method on daily balances of the principal amount outstanding.

Accrual of interest is discontinued on a loan when Management believes, after considering economic and business conditions and collection efforts, the borrower's financial condition is such that reasonable doubt exists as to the full and timely collection of principal and interest. This evaluation is made for all loans that are 90 days or more contractually past due. When a loan is placed in nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on such loans is then recognized only to the extent that cash is received and where the future collection of interest and principal is probable. Loans are returned to accrual status when, in the judgment of Management, all principal and interest amounts contractually due are reasonably assured to be collected within a reasonable time frame and when the borrower has demonstrated payment performance of cash or cash equivalents; generally for a period of 6 months. All loans, except mortgage loans, are considered past due if they are past due 30 days. Mortgage loans are considered past due when two consecutive payments have been missed. Loans that are past due 90-120 days and deemed uncollectible are charged-off. The loan charge off is a reduction of the allowance for loan losses.

Troubled Debt Restructurings (TDRs)

TDRs are loans in which the borrower is experiencing financial difficulty at the time of restructuring, and the Bank has granted a concession to the borrower. TDRs are undertaken in order to improve the likelihood of recovery on the loan and may take the form of modifications made with the stated interest rate lower than the current market rate for new debt with similar risk, other modifications to the structure of the loan that fall outside of normal underwriting policies and procedures, or in limited circumstances forgiveness of principal and / or interest. TDRs can involve loans remaining on non-accrual, moving to non-accrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. TDRs are subject to policies governing accrual and non-accrual evaluation consistent with all other loans as discussed in the "Loans" section above. All loans with the TDR designation are considered to be impaired, even if they are accruing.

First Guaranty's policy is to evaluate TDRs that have subsequently been restructured and returned to market terms after 6 months of performance. The evaluation includes a review of the loan file and analysis of the credit to assess the loan terms, including interest rate to insure such terms are consistent with market terms. The loan terms are compared to a sampling of loans with similar terms and risk characteristics, including loans originated by First Guaranty and loans lost to a competitor. The sample provides a guide to determine market terms pursuant to ASC 310-40-50-2. The loan is also evaluated at that time for impairment. A loan determined to be restructured to market terms and not considered impaired will no longer be disclosed as a TDR in the years following the restructuring. These loans will continue to be individually evaluated for impairment. A loan determined to either be restructured to below market terms or to be impaired will remain a TDR.

Credit Quality

First Guaranty's credit quality indicators are pass, special mention, substandard, and doubtful.

Loans included in the pass category are performing loans with satisfactory debt coverage ratios, collateral, payment history, and documentation requirements.

Special mention loans have potential weaknesses that deserve close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects. Borrowers may be experiencing adverse operating trends (declining revenues or margins) or an ill proportioned balance sheet (e.g., increasing inventory without an increase in sales, high leverage, tight liquidity). Adverse economic or market conditions, such as interest rate increases or the entry of a new competitor, may also support a special mention rating. Nonfinancial reasons include management problems, pending litigation, an ineffective loan agreement or other material structural weakness, and any other significant deviation from prudent lending practices.

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A substandard loan is inadequately protected by the paying capacity of the obligor or of the collateral pledged, if any. Loans classified as substandard have a well-defined weakness. They are characterized by the distinct possibility that First Guaranty will sustain some loss if the deficiencies are not corrected. These loans require more intensive supervision. Substandard loans are generally characterized by current or expected unprofitable operations, inadequate debt service coverage, inadequate liquidity, or marginal capitalization. Repayment may depend on collateral or other credit risk mitigates. For some substandard loans, the likelihood of full collection of interest and principal may be in doubt and interest is no longer accrued. Consumer loans that are 90 days or more past due or that are nonaccrual are considered substandard.

Doubtful loans have the weaknesses of substandard loans with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values.

A loan is considered impaired when, based on current information and events, it is probable that First Guaranty will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by Management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price or the fair value of the collateral if the loan is collateral dependent. This process is only applied to impaired loans or relationships in excess of $500,000. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, individual consumer and residential loans are not separately identified for impairment disclosures, unless such loans are the subject of a restructuring agreement. Loans that have been restructured in a troubled debt restructuring will continue to be evaluated individually for impairment, including those no longer requiring disclosure.

Acquired Loans

Loans are recorded at estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Acquired loans are segregated between those with deteriorated credit quality at acquisition and those deemed as performing. To make this determination, Management considers such factors as past due status, nonaccrual status, credit risk ratings, interest rates and collateral position. The fair value of acquired loans deemed performing is determined by discounting cash flows, both principal and interest, for each pool at prevailing market interest rates as well as consideration of inherent potential losses. The difference between the fair value and principal balances due at acquisition date, the fair value discount, is accreted into income over the estimated life of each loan pool.

Loans acquired in a business combination are recorded at their estimated fair value on their purchase date with no carryover of the related allowance for loan losses. Performing acquired loans are subsequently evaluated for any required allowance at each reporting date. An allowance for loan losses is calculated using a similar methodology for originated loans.

Loan fees and costs

Nonrefundable loan origination and commitment fees and direct costs associated with originating loans are deferred and recognized over the lives of the related loans as an adjustment to the loans' yield using the level yield method.

Allowance for loan losses

The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when Management believes that the collectability of the principal is unlikely. The allowance, which is based on evaluation of the collectability of loans and prior loan loss experience, is an amount that, in the opinion of Management, reflects the risks inherent in the existing loan portfolio and exists at the reporting date. The evaluations take into consideration a number of subjective factors including changes in the nature and volume of the loan portfolio, historical losses, overall portfolio quality, review of specific problem loans, current economic conditions that may affect a borrower's ability to pay, adequacy of loan collateral and other relevant factors. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require additional recognition of losses based on their judgments about information available to them at the time of their examination.

The following are general credit risk factors that affect First Guaranty's loan portfolio segments. These factors do not encompass all risks associated with each loan category. Construction and land development loans have risks associated with interim construction prior to permanent financing and repayment risks due to the future sale of developed property. Farmland and agricultural loans have risks such as weather, government agricultural policies, fuel and fertilizer costs, and market price volatility. 1-4 family, multi-family, and consumer credits are strongly influenced by employment levels, consumer debt loads and the general economy. Non-farm non-residential loans include both owner occupied real estate and non-owner occupied real estate. Common risks associated with these properties is the ability to maintain tenant leases and keep lease income at a level able to service required debt and operating expenses. Commercial and industrial loans generally have non-real estate secured collateral which requires closer monitoring than real estate collateral.

Although Management uses available information to recognize losses on loans, because of uncertainties associated with local economic conditions, collateral values and future cash flows on impaired loans, it is reasonably possible that a material change could occur in the allowance for loan losses in the near term. However, the amount of the change that is reasonably possible cannot be estimated. The evaluation of the adequacy of loan collateral is often based upon estimates and appraisals. Because of changing economic conditions, the valuations determined from such estimates and appraisals may also change.

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Accordingly, First Guaranty may ultimately incur losses that vary from Management's current estimates. Adjustments to the allowance for loan losses will be reported in the period such adjustments become known or can be reasonably estimated. All loan losses are charged to the allowance for loan losses when the loss actually occurs or when the collectability of the principal is unlikely. Recoveries are credited to the allowance at the time of recovery.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as doubtful, substandard, and impaired. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Also, a specific reserve is allocated for syndicated loans. The general component covers non-classified loans and special mention loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect the estimate of probable losses.

The allowance for loan losses is reviewed on a monthly basis. The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit. A reserve is established as needed for estimates of probable losses on such commitments.

Goodwill and intangible assets

Goodwill and intangible assets deemed to have indefinite lives are subject to annual impairment tests. First Guaranty's goodwill is tested for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. Adverse changes in the economic environment, declining operations, or other factors could result in a decline in the implied fair value of goodwill. If the implied fair value is less than the carrying amount, a loss would be recognized in other non-interest expense to reduce the carrying amount to implied fair value of goodwill. The goodwill impairment test includes two steps that are preceded by a, "step zero", qualitative test. The qualitative test allows Management to assess whether qualitative factors indicate that it is more likely than not that impairment exists. If it is not more likely than not that impairment exists, then no impairment exists and the two step quantitative test would not be necessary. These qualitative indicators include factors such as earnings, share price, market conditions, etc. If the qualitative factors indicate that it is more likely than not that impairment exists, then the two step quantitative test would be necessary. Step one is used to identify potential impairment and compares the estimated fair value of a reporting unit with its carrying amount, including goodwill. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not considered impaired. If the carrying amount of a reporting unit exceeds its estimated fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. Step two of the goodwill impairment test compares the implied estimated fair value of reporting unit goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill for that reporting unit exceeds the implied fair value of that unit's goodwill, an impairment loss is recognized in an amount equal to that excess.

Identifiable intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or legal rights or because the assets are capable of being sold or exchanged either on their own or in combination with the related contract, asset or liability. First Guaranty's intangible assets primarily relate to core deposits and loan servicing assets related to the SBA portfolio. These core deposit intangibles are amortized on a straight-line basis over terms ranging from seven to fifteen years. Management periodically evaluates whether events or circumstances have occurred that impair this deposit intangible.

Premises and equipment

Premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the respective assets as follows:

Buildings and improvements 10-40 years
Equipment, fixtures and automobiles 3-10 years

Expenditures for renewals and betterments are capitalized and depreciated over their estimated useful lives. Repairs, maintenance and minor improvements are charged to operating expense as incurred. Gains or losses on disposition, if any, are recorded as a separate line item in noninterest income on the Statements of Income .

Other real estate

Other real estate includes properties acquired through foreclosure or acceptance of deeds in lieu of foreclosure. These properties are recorded at the lower of the recorded investment in the property or its fair value less the estimated cost of disposition. Any valuation adjustments required prior to foreclosure are charged to the allowance for loan losses. Subsequent to foreclosure, losses on the periodic revaluation of the property are charged to current period earnings as other real estate expense. Costs of operating and maintaining the properties are charged to other real estate expense as incurred. Any subsequent gains or losses on dispositions are credited or charged to income in the period of disposition.

Off-balance sheet financial instruments

In the ordinary course of business, First Guaranty has entered into commitments to extend credit, including commitments under credit card arrangements, commitments to fund commercial real estate, construction and land development loans secured by real estate, and performance standby letters of credit. Such financial instruments are recorded when they are funded.


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Income taxes

First Guaranty and its subsidiary file a consolidated federal income tax return on a calendar year basis. In lieu of Louisiana state income tax, the Bank is subject to the Louisiana bank shares tax, which is included in noninterest expense in First Guaranty's consolidated financial statements. With few exceptions, First Guaranty is no longer subject to U.S. federal, state or local income tax examinations for years before 2016. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the deferred tax assets or liabilities are expected to be settled or realized. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be utilized.

Comprehensive income

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities, are reported as a separate component of the equity section of the balance sheet, such items along with net income, are components of comprehensive income. The components of other comprehensive income and related tax effects are presented in the Statements of Comprehensive Income.

Fair Value Measurements

The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques use certain inputs to arrive at fair value. Inputs to valuation techniques are the assumptions that market participants would use in pricing the asset or liability. They may be observable or unobservable. First Guaranty uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. See Note 20 for a detailed description of fair value measurements.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (i) the assets have been isolated from First Guaranty, (ii) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (iii) First Guaranty does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Earnings per common share

Earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. In December of 2019, First Guaranty issued a pro rata, 10% common stock dividend. The shares issued for the stock dividend have been retrospectively factored into the calculation of earnings per share as well as cash dividends paid on common stock and represented on the face of the financial statements. No convertible shares of First Guaranty's stock are outstanding.

Operating Segments

All of First Guaranty's operations are considered by management to be aggregated into one reportable operating segment. While the chief decision-makers monitor the revenue streams of the various products and services, the identifiable segments are not material. Operations are managed and financial performance is evaluated on a Company-wide basis.

Reclassifications

Certain reclassifications have been made to prior year end financial statements in order to conform to the classification adopted for reporting in 2019.



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Note 2. Recent Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, "Leases: Conforming Amendments Related to Leases". This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the balance sheet and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. During 2018 and early 2019, the FASB issued ASU No. 2018-11, "Targeted Improvements", ASU No. 2018-20, "Narrow-Scope Improvements for Lessors", and ASU No. 2019-01, "Codification Improvements", which clarified certain implementation issues, provided an additional optional transition method and clarified the disclosure requirements during the period of adopting ASU 2016-02, among others. The ASU is effective for annual and interim periods beginning after December 15, 2018. First Guaranty adopted this ASU in the first quarter of 2019. As a result of adopting this ASU, First Guaranty established a right-to-use asset and a lease liability as of January 1, 2019 of $0.9 million. The right-to-use asset represents First Guaranty's right to use an underlying asset for the lease term and is included in other assets on First Guaranty's consolidated balance sheets. The lease liability represents First Guaranty's obligation to make lease payments and is included in other liabilities on First Guaranty's consolidated balance sheets. First Guaranty does not expect material changes to the recognition of lease expense in future periods as a result of the adopting this ASU.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments- Credit Losses: Measurement of Credit Losses on Financial Instruments". This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The ASU amendments require the measurement of all expected credit losses for financial assets held at the reporting date be based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU requires assets held at cost basis to reflect the company's current estimate of all expected credit losses. For available for sale debt securities, credit losses should be presented as an allowance rather than as a write-down. In addition, this ASU amends the accounting for purchased financial assets with credit deterioration. On October 16, 2019, the FASB approved an effective date delay applicable to smaller reporting companies until fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. First Guaranty is currently evaluating the impact of this accounting standard and is implementing a new software application to assist in determining the impact on the Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment". This ASU amends the guidance on impairment testing. The ASU eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. This ASU is effective for annual and interim periods beginning after December 15, 2019. First Guaranty is currently evaluating the impact of the adoption of this guidance on the Consolidated Financial Statements. 

In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement." This ASU removes, modifies, and adds certain disclosure requirements for fair value measurements. For example, public entities will no longer be required to disclose the valuation processes for Level 3 fair value measurements, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This ASU is effective for interim and annual reporting periods beginning after December 15, 2019. In addition, entities may early adopt the modified or eliminated disclosure requirements and delay adoption of the additional disclosure requirements until their effective date. First Guaranty does not believe the adoption of this ASU will have a material impact on the Consolidated Financial Statements, as the update only revises disclosure requirements.

In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes: Simplifying the Accounting for Income Taxes". This ASU removes specific exceptions to the general principles in Topic 740, Income Taxes. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for annual and interim periods beginning after December 15, 2020, with early adoption in any interim period permitted. First Guaranty is currently evaluating the impact of this accounting standard on the Consolidated Financial Statements.



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Note 3. Merger Transaction

Effective at the close of business on November 7, 2019, First Guaranty completed its acquisition of 100% of the outstanding shares of Union Bancshares, Incorporated, a Louisiana corporation ("Union"), a single bank holding company headquartered in Marksville, Louisiana and its wholly owned subsidiary, Union Bank for $43.4 million in cash. This acquisition allowed First Guaranty to expand its presence into the Central Louisiana market area. The purchase price resulted in approximately $9.5 million in goodwill and $4.2 million in core deposit intangible, none of which is deductible for tax purposes. 

First Guaranty accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, for each transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with the adoption of ASU 2015-16, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition dates, First Guaranty records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. First Guaranty is continuing to finalize the purchase price allocations related to the Union acquisition. Based on management's preliminary valuation of tangible and intangible assets acquired and liabilities assumed, the purchase price for the Union acquisition is allocated in the table below. These allocations are subject to change.
(in thousands)
Union Bancshares, Incorporated
 
 
Cash and due from banks
$
20,058

Securities available for sale
38,813

Loans
184,165

Premises and equipment
7,223

Goodwill
9,469

Intangible assets
4,213

Other real estate
1,595

Other assets
9,303

Total assets acquired
$
274,839

 
 

Deposits
204,983

FHLB borrowings
16,617

Repurchase agreements
6,863

Other liabilities
2,993

Total liabilities assumed
$
231,456

Net assets acquired
$
43,383

The following pro forma information for the twelve months ended December 31, 2019 and December 31, 2018 reflects First Guaranty's estimated consolidated results of operations as if the acquisition of Union occurred at January 1, 2018, unadjusted for potential cost savings.
(in thousands, except share data)
2019
 
2018
Net Interest Income
$
70,105

 
$
67,194

Noninterest Income
9,877

 
7,075

Noninterest Expense
54,482

 
51,261

Net Income
16,459

 
17,259

 
 
 
 
Earnings per common share
$
1.70

 
$
1.78


The fair value of net assets acquired includes fair value adjustments to certain receivables that were not considered impaired as of the acquisition date. The non-impaired loans excluded from the purchase credit impairment requirements under ASC 310-30 were recorded at an estimated fair value of $176.9 million and had gross contractual amounts receivable of $174.2 million on the date of acquisition. Contractual cash flows not expected to be collected are estimated at $1.2 million.

-88-




Note 4. Cash and Due from Banks

Certain reserves are required to be maintained at the Federal Reserve Bank. There was no reserve requirement as of December 31, 2019 and 2018. At December 31, 2019 First Guaranty had two accounts at correspondent banks, excluding the Federal Reserve Bank, that exceeded the FDIC insurable limit of $250,000. The amount of these accounts that were over the insurable limit totaled $5.7 million. At December 31, 2018 First Guaranty had only one account at correspondent banks, excluding the Federal Reserve Bank, that exceeded the FDIC insurable limit of $250,000. This account was over the insurable limit by $127,000.



-89-




Note 5. Securities

A summary comparison of securities by type at December 31, 2019 and 2018 is shown below.
 
December 31, 2019
 
December 31, 2018
(in thousands)
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
 
Amortized Cost
 
Gross
Unrealized Gains
 
Gross
Unrealized Losses
 
Fair Value
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$

 
$

 
$

 
$

 
$

 
$

 
$

 
$

U.S. Government Agencies
16,380

 
15

 
(2
)
 
16,393

 
146,911

 

 
(5,522
)
 
141,389

Corporate debt securities
94,561

 
1,110

 
(302
)
 
95,369

 
76,310

 
72

 
(3,504
)
 
72,878

Other securities
497

 

 

 
497

 
483

 

 

 
483

Municipal bonds
30,297

 
1,870

 
(14
)
 
32,153

 
32,956

 
1,120

 
(175
)
 
33,901

Collateralized mortgage obligations
16,400

 
40

 
(43
)
 
16,397

 
918

 

 
(14
)
 
904

Mortgage-backed securities
179,546

 
317

 
(238
)
 
179,625

 
48,434

 

 
(1,012
)
 
47,422

Total available for sale securities
$
337,681

 
$
3,352

 
$
(599
)
 
$
340,434

 
$
306,012

 
$
1,192

 
$
(10,227
)
 
$
296,977

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies
$
18,175

 
$

 
$
(32
)
 
$
18,143

 
$
28,172

 
$

 
$
(1,081
)
 
$
27,091

Municipal bonds
5,107

 
182

 

 
5,289

 
5,227

 

 
(101
)
 
5,126

Mortgage-backed securities
63,297

 
200

 
(112
)
 
63,385

 
74,927

 

 
(2,304
)
 
72,623

Total held to maturity securities
$
86,579

 
$
382

 
$
(144
)
 
$
86,817

 
$
108,326

 
$

 
$
(3,486
)
 
$
104,840


The scheduled maturities of securities at December 31, 2019, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities due to call or prepayments. Mortgage-backed securities are not due at a single maturity because of amortization and potential prepayment of the underlying mortgages. For this reason they are presented separately in the maturity table below.
 
December 31, 2019
(in thousands)
Amortized Cost
 
Fair Value
Available for sale:
 
 
 
Due in one year or less
$
4,499

 
$
4,520

Due after one year through five years
38,029

 
38,729

Due after five years through 10 years
76,584

 
77,943

Over 10 years
22,623

 
23,220

Subtotal
141,735

 
144,412

Collateralized mortgage obligations
16,400

 
16,397

Mortgage-backed Securities
179,546

 
179,625

Total available for sale securities
$
337,681

 
$
340,434

 
 
 
 
Held to maturity:
 

 
 

Due in one year or less
$
5,050

 
$
5,047

Due after one year through five years
7,327

 
7,318

Due after five years through 10 years
7,496

 
7,543

Over 10 years
3,409

 
3,524

Subtotal
23,282

 
23,432

Mortgage-backed Securities
63,297

 
63,385

Total held to maturity securities
$
86,579

 
$
86,817


-90-





The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2019.
 
December 31, 2019
 
Less Than 12 Months
 
12 Months or More
 
Total
(in thousands)
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
 
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
 
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries

 
$

 
$

 

 
$

 
$

 

 
$

 
$

U.S. Government Agencies
1

 
4,398

 
(1
)
 
1

 
149

 
(1
)
 
2

 
4,547

 
(2
)
Corporate debt securities
42

 
21,269

 
(174
)
 
12

 
3,184

 
(128
)
 
54

 
24,453

 
(302
)
Other securities

 

 

 

 

 

 

 

 

Municipal bonds
9

 
4,285

 
(14
)
 

 

 

 
9

 
4,285

 
(14
)
Collateralized mortgage obligations
12

 
10,022

 
(43
)
 

 

 

 
12

 
10,022

 
(43
)
Mortgage-backed securities
57

 
91,753

 
(186
)
 
9

 
12,121

 
(52
)
 
66

 
103,874

 
(238
)
Total available for sale securities
121

 
$
131,727

 
$
(418
)
 
22

 
$
15,454

 
$
(181
)
 
143

 
$
147,181

 
$
(599
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies
2

 
$
2,177

 
$
(2
)
 
8

 
$
15,965

 
$
(30
)
 
10

 
$
18,142

 
$
(32
)
Municipal bonds

 

 

 
1

 
50

 

 
1

 
50

 

Mortgage-backed securities
7

 
8,880

 
(58
)
 
10

 
11,343

 
(54
)
 
17

 
20,223

 
(112
)
Total held to maturity securities
9

 
$
11,057

 
$
(60
)
 
19

 
$
27,358

 
$
(84
)
 
28

 
$
38,415

 
$
(144
)

The following is a summary of the fair value of securities with gross unrealized losses and an aging of those gross unrealized losses at December 31, 2018.
 
December 31, 2018
 
Less Than 12 Months
 
12 Months or More
 
Total
(in thousands)
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
 
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
 
Number
of Securities
 
Fair Value
 
Gross
Unrealized Losses
Available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries

 
$

 
$

 

 
$

 
$

 

 
$

 
$

U.S. Government Agencies
1

 
4,227

 
(273
)
 
50

 
137,162

 
(5,249
)
 
51

 
141,389

 
(5,522
)
Corporate debt securities
37

 
9,560

 
(252
)
 
183

 
58,877

 
(3,252
)
 
220

 
68,437

 
(3,504
)
Other securities

 

 

 

 

 

 

 

 

Municipal bonds
1

 
115

 

 
19

 
8,436

 
(175
)
 
20

 
8,551

 
(175
)
Collateralized mortgage obligations

 

 

 
5

 
904

 
(14
)
 
5

 
904

 
(14
)
Mortgage-backed securities
16

 
19,453

 
(73
)
 
38

 
27,969

 
(939
)
 
54

 
47,422

 
(1,012
)
Total available for sale securities
55

 
$
33,355

 
$
(598
)
 
295

 
$
233,348

 
$
(9,629
)
 
350

 
$
266,703

 
$
(10,227
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Held to maturity:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

U.S. Government Agencies

 
$

 
$

 
14

 
$
27,091

 
$
(1,081
)
 
14

 
$
27,091

 
$
(1,081
)
Municipal bonds

 

 

 
9

 
5,126

 
(101
)
 
9

 
5,126

 
(101
)
Mortgage-backed securities

 

 

 
56

 
72,623

 
(2,304
)
 
56

 
72,623

 
(2,304
)
Total held to maturity securities

 
$

 
$

 
79

 
$
104,840

 
$
(3,486
)
 
79

 
$
104,840

 
$
(3,486
)

As of December 31, 2019, 171 of First Guaranty's debt securities had unrealized losses totaling 0.4% of the individual securities' amortized cost basis and 0.2% of First Guaranty's total amortized cost basis of the investment securities portfolio. 41 of the 171 securities had been in a continuous loss position for over 12 months at such date. The 41 securities had an aggregate amortized cost basis of $43.1 million and an unrealized loss of $0.3 million at December 31, 2019. Management has the intent and ability to hold these debt securities until maturity or until anticipated recovery.

-91-





Securities are evaluated for other-than-temporary impairment at least quarterly and more frequently when economic or market conditions warrant such evaluation. Consideration is given to (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the recovery of contractual principal and interest and (iv) the intent and ability of First Guaranty to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
 
Investment securities issued by the U.S. Government and Government sponsored enterprises with unrealized losses and the amount of unrealized losses on those investment securities that are the result of changes in market interest rates will not be other-than-temporarily impaired. First Guaranty has the ability and intent to hold these securities until recovery, which may not be until maturity.

Corporate debt securities in a loss position consist primarily of corporate bonds issued by businesses in the financial, insurance, utility, manufacturing, industrial, consumer products and oil and gas industries. No securities with an other-than-temporary impairment loss were held at December 31, 2019. First Guaranty believes that the remaining issuers will be able to fulfill the obligations of these securities based on evaluations described above. First Guaranty has the ability and intent to hold these securities until they recover, which could be at their maturity dates.

There were no other-than-temporary impairment losses recognized on securities during the years ended December 31, 2019, 2018, and 2017.

The following table presents a roll-forward of the amount of credit losses on debt securities held by First Guaranty for which a portion of OTTI was recognized in other comprehensive income for the year ended December 31, 2019, 2018, and 2017:
(in thousands)
Year Ended December 31, 2019
 
Year Ended December 31, 2018
 
Year Ended December 31, 2017
Beginning balance of credit losses at beginning of year
$
60

 
$
60

 
$
60

Other-than-temporary impairment credit losses on securities not previously OTTI

 

 

Increases for additional credit losses on securities previously determined to be OTTI

 

 

Reduction for increases in cash flows

 

 

Reduction due to credit impaired securities sold or fully settled
(60
)
 

 

Ending balance of cumulative credit losses recognized in earnings at end of year
$

 
$
60

 
$
60


In 2019, 2018 and 2017 there were no other-than-temporary impairment credit losses on securities for which First Guaranty had previously recognized OTTI. For securities that have indications of credit related impairment, management analyzes future expected cash flows to determine if any credit related impairment is evident. Estimated cash flows are determined using management's best estimate of future cash flows based on specific assumptions. The assumptions used to determine the cash flows were based on estimates of loss severity and credit default probabilities. Management reviews reports from credit rating agencies and public filings of issuers.

At December 31, 2019 and 2018 the carrying value of pledged securities totaled $212.8 million and $289.7 million, respectively.

Gross realized gains on sales of securities were $0.8 million, $0.1 million and $1.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. Gross realized losses were $1.1 million, $1.9 million and $100,000 for the years ended December 31, 2019, 2018 and 2017. The tax applicable to these transactions amounted to $(79,000), $(0.4) million, and $0.5 million for 2019, 2018 and 2017, respectively. Proceeds from sales of securities classified as available for sale amounted to $90.5 million, $114.5 million and $148.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.

Net unrealized gains on available for sale securities included in accumulated other comprehensive income (loss) ("AOCI"), net of applicable income taxes, totaled $2.2 million at December 31, 2019. At December 31, 2018 net unrealized losses included in AOCI, net of applicable income taxes, totaled $7.1 million. During 2019 and 2018 net losses, net of tax, reclassified out of AOCI into earnings totaled $0.3 million and $1.4 million, respectively.


-92-




At December 31, 2019, First Guaranty's exposure to investment securities issuers that exceeded 10% of shareholders' equity was as follows:
 
December 31, 2019
(in thousands)
Amortized Cost
 
Fair Value
Federal Home Loan Mortgage Corporation (Freddie Mac-FHLMC)
96,966

 
97,036

Federal National Mortgage Association (Fannie Mae-FNMA)
146,702

 
146,758

Federal Farm Credit Bank (FFCB)
18,227

 
18,211

Total
$
261,895

 
$
262,005



-93-




Note 6. Loans

The following table summarizes the components of First Guaranty's loan portfolio as of December 31, 2019 and December 31, 2018:
 
December 31, 2019
 
December 31, 2018
(in thousands except for %)
Balance
 
As % of Category
 
Balance
 
As % of Category
Real Estate:
 
 
 
 
 
 
 
Construction & land development
$
172,247

 
11.3
%
 
$
124,644

 
10.1
%
Farmland
22,741

 
1.5
%
 
18,401

 
1.5
%
1- 4 Family
289,635

 
18.9
%
 
172,760

 
14.1
%
Multifamily
23,973

 
1.6
%
 
42,918

 
3.5
%
Non-farm non-residential
616,536

 
40.3
%
 
586,263

 
47.7
%
Total Real Estate
1,125,132

 
73.6
%
 
944,986

 
76.9
%
Non-Real Estate:
 

 
 

 
 

 
 

Agricultural
26,710

 
1.8
%
 
23,108

 
1.9
%
Commercial and industrial
268,256

 
17.5
%
 
200,877

 
16.4
%
Consumer and other
108,868

 
7.1
%
 
59,443

 
4.8
%
Total Non-Real Estate
403,834

 
26.4
%
 
283,428

 
23.1
%
Total Loans Before Unearned Income
1,528,966

 
100.0
%
 
1,228,414

 
100.0
%
Unearned income
(3,476
)
 
 

 
(3,146
)
 
 

Total Loans Net of Unearned Income
$
1,525,490

 
 

 
$
1,225,268

 
 


The following table summarizes fixed and floating rate loans by contractual maturity, excluding nonaccrual loans, as of December 31, 2019 and December 31, 2018 unadjusted for scheduled principal payments, prepayments, or repricing opportunities. The average life of the loan portfolio may be substantially less than the contractual terms when these adjustments are considered.
 
December 31, 2019
 
December 31, 2018
(in thousands)
Fixed
 
Floating
 
Total
 
Fixed
 
Floating
 
Total
One year or less
$
205,596

 
$
104,859

 
$
310,455

 
$
108,160

 
$
80,895

 
$
189,055

One to five years
509,455

 
286,131

 
795,586

 
393,344

 
287,737

 
681,081

Five to 15 years
147,502

 
65,713

 
213,215

 
118,715

 
86,779

 
205,494

Over 15 years
143,695

 
51,612

 
195,307

 
85,611

 
58,430

 
144,041

Subtotal
$
1,006,248

 
$
508,315

 
1,514,563

 
$
705,830

 
$
513,841

 
1,219,671

Nonaccrual loans
 

 
 

 
14,403

 
 

 
 

 
8,743

Total Loans Before Unearned Income
 

 
 

 
1,528,966

 
 

 
 

 
1,228,414

Unearned income
 

 
 

 
(3,476
)
 
 

 
 

 
(3,146
)
Total Loans Net of Unearned Income
 

 
 

 
$
1,525,490

 
 

 
 

 
$
1,225,268


As of December 31, 2019, $153.3 million of floating rate loans were at their interest rate floor. At December 31, 2018, $27.7 million of floating rate loans were at their interest rate floor. Nonaccrual loans have been excluded from these totals.


-94-




The following tables present the age analysis of past due loans at December 31, 2019 and December 31, 2018:
 
As of December 31, 2019
(in thousands)
30-89 Days Past Due
 
90 Days or
Greater Past Due
 
Total Past Due
 
Current
 
Total Loans
 
Recorded Investment
90 Days Accruing
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
760

 
$
429

 
$
1,189

 
$
171,058

 
$
172,247

 
$
48

Farmland
6

 
1,274

 
1,280

 
21,461

 
22,741

 

1- 4 family
8,521

 
3,682

 
12,203

 
277,432

 
289,635

 
923

Multifamily

 

 

 
23,973

 
23,973

 

Non-farm non-residential
11,279

 
6,249

 
17,528

 
599,008

 
616,536

 
1,603

Total Real Estate
20,566

 
11,634

 
32,200

 
1,092,932

 
1,125,132

 
2,574

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural
310

 
4,800

 
5,110

 
21,600

 
26,710

 

Commercial and industrial
2,801

 
342

 
3,143

 
265,113

 
268,256

 
15

Consumer and other
794

 
266

 
1,060

 
107,808

 
108,868

 
50

Total Non-Real Estate
3,905

 
5,408

 
9,313

 
394,521

 
403,834

 
65

Total Loans Before Unearned Income
$
24,471

 
$
17,042

 
$
41,513

 
$
1,487,453

 
1,528,966

 
$
2,639

Unearned income
 

 
 

 
 

 
 

 
(3,476
)
 
 

Total Loans Net of Unearned Income
 

 
 

 
 

 
 

 
$
1,525,490

 
 


 
As of December 31, 2018
(in thousands)
30-89 Days Past Due
 
90 Days or
Greater Past Due
 
Total Past Due
 
Current
 
Total Loans
 
Recorded Investment
90 Days Accruing
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
936

 
$
311

 
$
1,247

 
$
123,397

 
$
124,644

 
$

Farmland

 
1,293

 
1,293

 
17,108

 
18,401

 

1- 4 family
4,333

 
2,272

 
6,605

 
166,155

 
172,760

 
26

Multifamily
648

 

 
648

 
42,270

 
42,918

 

Non-farm non-residential
4,897

 
864

 
5,761

 
580,502

 
586,263

 

Total Real Estate
10,814

 
4,740

 
15,554

 
929,432

 
944,986

 
26

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural
528

 
3,651

 
4,179

 
18,929

 
23,108

 

Commercial and industrial
742

 
370

 
1,112

 
199,765

 
200,877

 
53

Consumer and other
537

 
127

 
664

 
58,779

 
59,443

 
66

Total Non-Real Estate
1,807

 
4,148

 
5,955

 
277,473

 
283,428

 
119

Total Loans Before Unearned Income
$
12,621

 
$
8,888

 
$
21,509

 
$
1,206,905

 
1,228,414

 
$
145

Unearned income
 

 
 

 
 

 
 

 
(3,146
)
 
 

Total Loans Net of Unearned Income
 

 
 

 
 

 
 

 
$
1,225,268

 
 


The tables above include $14.4 million and $8.7 million of nonaccrual loans for December 31, 2019 and 2018, respectively. See the tables below for more detail on nonaccrual loans.


-95-




The following is a summary of nonaccrual loans by class at the dates indicated:

 
As of December 31,
(in thousands)
2019
 
2018
Real Estate:
 
 
 
Construction & land development
$
381

 
$
311

Farmland
1,274

 
1,293

1- 4 family
2,759

 
2,246

Multifamily

 

Non-farm non-residential
4,646

 
864

Total Real Estate
9,060

 
4,714

Non-Real Estate:
 

 
 

Agricultural
4,800

 
3,651

Commercial and industrial
327

 
317

Consumer and other
216

 
61

Total Non-Real Estate
5,343

 
4,029

Total Nonaccrual Loans
$
14,403

 
$
8,743


The following table identifies the credit exposure of the loan portfolio, including loans acquired with deteriorated credit quality, by specific credit ratings as of the dates indicated:
 
As of December 31, 2019
 
As of December 31, 2018
(in thousands)
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
163,808

 
$
6,180

 
$
2,259

 
$

 
$
172,247

 
$
116,062

 
$
5,698

 
$
2,884

 
$

 
$
124,644

Farmland
18,223

 
3,177

 
1,341

 

 
22,741

 
13,151

 
3,888

 
1,362

 

 
18,401

1- 4 family
271,392

 
4,751

 
13,492

 

 
289,635

 
160,581

 
2,815

 
9,364

 

 
172,760

Multifamily
16,025

 
805

 
7,143

 

 
23,973

 
35,554

 

 
7,364

 

 
42,918

Non-farm non-residential
589,800

 
7,743

 
18,993

 

 
616,536

 
564,993

 
2,888

 
17,859

 
523

 
586,263

Total Real Estate
1,059,248

 
22,656

 
43,228

 

 
1,125,132

 
890,341

 
15,289

 
38,833

 
523

 
944,986

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
21,529

 
48

 
5,133

 

 
26,710

 
19,050

 
43

 
4,015

 

 
23,108

Commercial and industrial
262,416

 
1,199

 
4,641

 

 
268,256

 
186,176

 
10,930

 
3,771

 

 
200,877

Consumer and other
108,618

 
180

 
70

 

 
108,868

 
59,119

 
151

 
173

 

 
59,443

Total Non-Real Estate
392,563

 
1,427

 
9,844

 

 
403,834

 
264,345

 
11,124

 
7,959

 

 
283,428

Total Loans Before Unearned Income
$
1,451,811

 
$
24,083

 
$
53,072

 
$

 
1,528,966

 
$
1,154,686

 
$
26,413

 
$
46,792

 
$
523

 
1,228,414

Unearned income
 

 
 

 
 

 
 

 
(3,476
)
 
 

 
 

 
 

 
 

 
(3,146
)
Total Loans Net of Unearned Income
 

 
 

 
 

 
 

 
$
1,525,490

 
 

 
 

 
 

 
 

 
$
1,225,268



-96-




Purchased Impaired Loans

As part of the acquisition of Union Bancshares, Inc. on November 7, 2019 and Premier Bancshares, Inc. on June 16, 2017, First Guaranty purchased credit impaired loans for which there was, at acquisition, evidence of deterioration of credit quality since their origination and it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans is as follows at December 31, 2019 and 2018.
(in thousands)
As of December 31, 2019
 
As of December 31, 2018
Real Estate:
 
 
 
Construction & land development
$
526

 
$

Farmland

 
1

1- 4 family
6,402

 
48

Multifamily

 

Non-farm non-residential
2,294

 
2,301

Total Real Estate
9,222

 
2,350

Non-Real Estate:
 

 
 
Agricultural

 

Commercial and industrial
1,198

 
909

Consumer and other

 

Total Non-Real Estate
1,198

 
909

Total
$
10,420

 
$
3,259


For those purchased loans disclosed above, there was no allowance for loan losses at December 31, 2019 or December 31, 2018.

Where First Guaranty can reasonably estimate the cash flows expected to be collected on the loans, a portion of the purchase discount is allocated to an accretable yield adjustment based upon the present value of the future estimated cash flows versus the current carrying value of the loan and the accretable yield portion is being recognized as interest income over the remaining life of the loan.

Where First Guaranty cannot reasonably estimate the cash flows expected to be collected on the loans, it has decided to account for those loans using the cost recovery method of income recognition.  As such, no portion of a purchase discount adjustment has been determined to meet the definition of an accretable yield adjustment on those loans accounted for using the cost recovery method.  If, in the future, cash flows from the borrower(s) can be reasonably estimated, a portion of the purchase discount would be allocated to an accretable yield adjustment based upon the present value of the future estimated cash flows versus the current carrying value of the loan and the accretable yield portion would be recognized as interest income over the remaining life of the loan.  Until such accretable yield can be calculated, under the cost recovery method of income recognition, all payments will be used to reduce the carrying value of the loan and no income will be recognized on the loan until the carrying value is reduced to zero. 

The accretable yield, or income expected to be collected, on the purchased loans above is as follows for the years ended December 31, 2019 and 2018.
(in thousands)
Year Ended December 31, 2019
 
Year Ended December 31, 2018
Balance, beginning of period
$
613

 
$
1,031

Acquisition accretable yield
3,367

 

Accretion
(831
)
 
(418
)
Net transfers from nonaccretable difference to accretable yield
498

 

Balance, end of period
$
3,647

 
$
613


The contractually required payments of purchased impaired loans related to the Union acquisition totaled $13.7 million, while the cash flow expected to be collected at acquisition total $10.6 million, and the fair value of the acquired loans totaled $7.3 million.


-97-




Note 7. Allowance for Loan Losses

A summary of changes in the allowance for loan losses, by loan type, for the years ended December 31, 2019, 2018 and 2017 are as follows:
 
As of December 31,
 
2019
 
2018
(in thousands)
Beginning Allowance (12/31/18)
 
Charge-offs
 
Recoveries
 
Provision
 
Ending Allowance (12/31/19)
 
Beginning Allowance (12/31/17)
 
Charge-offs
 
Recoveries
 
Provision
 
Ending Allowance (12/31/18)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
581

 
$

 
$

 
$
(158
)
 
$
423

 
$
628

 
$

 
$
3

 
$
(50
)
 
$
581

Farmland
41

 

 

 
9

 
50

 
5

 

 

 
36

 
41

1- 4 family
911

 
(552
)
 
39

 
629

 
1,027

 
1,078

 
(99
)
 
90

 
(158
)
 
911

Multifamily
1,318

 

 

 
(280
)
 
1,038

 
994

 

 
20

 
304

 
1,318

Non-farm non-residential
4,771

 
(2,603
)
 
5

 
3,104

 
5,277

 
2,811

 
(404
)
 
89

 
2,275

 
4,771

Total Real Estate
7,622

 
(3,155
)
 
44

 
3,304

 
7,815

 
5,516

 
(503
)
 
202

 
2,407

 
7,622

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural
339

 
(40
)
 

 
(204
)
 
95

 
187

 
(300
)
 
26

 
426

 
339

Commercial and industrial
1,909

 
(879
)
 
267

 
612

 
1,909

 
2,377

 
(179
)
 
1,642

 
(1,931
)
 
1,909

Consumer and other
891

 
(1,190
)
 
246

 
1,163

 
1,110

 
1,125

 
(907
)
 
216

 
457

 
891

Unallocated
15

 

 

 
(15
)
 

 
20

 

 

 
(5
)
 
15

Total Non-Real Estate
3,154

 
(2,109
)
 
513

 
1,556

 
3,114

 
3,709

 
(1,386
)
 
1,884

 
(1,053
)
 
3,154

Total
$
10,776

 
$
(5,264
)
 
$
557

 
$
4,860

 
$
10,929

 
$
9,225

 
$
(1,889
)
 
$
2,086

 
$
1,354

 
$
10,776


 
As of December 31,
 
2017
(in thousands)
Beginning Allowance (12/31/16)
 
Charge-offs
 
Recoveries
 
Provision
 
Ending Allowance (12/31/17)
Real Estate:
 
 
 
 
 
 
 
 
 
Construction & land development
$
1,232

 
$

 
$
43

 
$
(647
)
 
$
628

Farmland
19

 

 

 
(14
)
 
5

1- 4 family
1,204

 
(33
)
 
92

 
(185
)
 
1,078

Multifamily
591

 

 
40

 
363

 
994

Non-farm non-residential
3,451

 
(1,291
)
 
85

 
566

 
2,811

Total Real Estate
6,497

 
(1,324
)
 
260

 
83

 
5,516

Non-Real Estate:
   

 
   

 
   

 
   

 
 
Agricultural
74

 
(162
)
 
138

 
137

 
187

Commercial and industrial
3,543

 
(3,629
)
 
30

 
2,433

 
2,377

Consumer and other
972

 
(1,247
)
 
223

 
1,177

 
1,125

Unallocated
28

 

 

 
(8
)
 
20

Total Non-Real Estate
4,617

 
(5,038
)
 
391

 
3,739

 
3,709

Total
$
11,114

 
$
(6,362
)
 
$
651

 
$
3,822

 
$
9,225


Negative provisions are caused by changes in the composition and credit quality of the loan portfolio. The result is an allocation of the loan loss reserve from one category to another.

-98-





A summary of the allowance and loans, including loans acquired with deteriorated credit quality, individually and collectively evaluated for impairment are as follows:
 
As of December 31, 2019
(in thousands)
Allowance
Individually
Evaluated
for Impairment
 
Allowance Individually Evaluated for Purchased Credit-Impairment
 
Allowance
Collectively Evaluated
for Impairment
 
Total Allowance
for Credit Losses
 
Loans
Individually
Evaluated
for Impairment
 
Loans Individually Evaluated for Purchased Credit-Impairment
 
Loans
Collectively
Evaluated
for Impairment
 
Total Loans
before
Unearned Income
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$

 
$

 
$
423

 
$
423

 
$

 
$
526

 
$
171,721

 
$
172,247

Farmland

 

 
50

 
50

 
543

 

 
22,198

 
22,741

1- 4 family
34

 

 
993

 
1,027

 
1,058

 
6,402

 
282,175

 
289,635

Multifamily

 

 
1,038

 
1,038

 

 

 
23,973

 
23,973

Non-farm non-residential
1,879

 

 
3,398

 
5,277

 
12,120

 
2,294

 
602,122

 
616,536

Total Real Estate
1,913

 

 
5,902

 
7,815

 
13,721

 
9,222

 
1,102,189

 
1,125,132

Non-Real Estate:
 

 
 
 
 

 
 

 
 

 
 
 
 

 
 

Agricultural

 

 
95

 
95

 
4,030

 

 
22,680

 
26,710

Commercial and industrial
111

 

 
1,798

 
1,909

 
2,981

 
1,198

 
264,077

 
268,256

Consumer and other

 

 
1,110

 
1,110

 

 

 
108,868

 
108,868

Unallocated

 

 

 

 

 

 

 

Total Non-Real Estate
111

 

 
3,003

 
3,114

 
7,011

 
1,198

 
395,625

 
403,834

Total
$
2,024

 
$

 
$
8,905

 
$
10,929

 
$
20,732

 
$
10,420

 
$
1,497,814

 
$
1,528,966

Unearned Income
 

 
 
 
 

 
 

 
 

 
 
 
 

 
(3,476
)
Total Loans Net of Unearned Income
 

 
 
 
 

 
 

 
 

 
 
 
 

 
$
1,525,490


 
As of December 31, 2018
(in thousands)
Allowance
Individually
Evaluated
for Impairment
 
Allowance Individually Evaluated for Purchased Credit-Impairment
 
Allowance
Collectively
Evaluated
for Impairment
 
Total Allowance
for Credit Losses
 
Loans
Individually
Evaluated
for Impairment
 
Loans Individually Evaluated for Purchased Credit-Impairment
 
Loans
Collectively
Evaluated
for Impairment
 
Total Loans
before
Unearned Income
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
38

 
$

 
$
543

 
$
581

 
$
304

 
$

 
$
124,340

 
$
124,644

Farmland

 

 
41

 
41

 
552

 
1

 
17,848

 
18,401

1- 4 family

 

 
911

 
911

 
631

 
48

 
172,081

 
172,760

Multifamily

 

 
1,318

 
1,318

 

 

 
42,918

 
42,918

Non-farm non-residential
1,152

 

 
3,619

 
4,771

 
4,881

 
2,301

 
579,081

 
586,263

Total Real Estate
1,190

 

 
6,432

 
7,622

 
6,368

 
2,350

 
936,268

 
944,986

Non-Real Estate:
 

 
 
 
 

 
 

 
 

 
 
 
 

 
 

Agricultural

 

 
339

 
339

 
2,983

 

 
20,125

 
23,108

Commercial and industrial
110

 

 
1,799

 
1,909

 
1,088

 
909

 
198,880

 
200,877

Consumer and other

 

 
891

 
891

 

 

 
59,443

 
59,443

Unallocated

 

 
15

 
15

 

 

 

 

Total Non-Real Estate
110

 

 
3,044

 
3,154

 
4,071

 
909

 
278,448

 
283,428

Total
$
1,300

 
$

 
$
9,476

 
$
10,776

 
$
10,439

 
$
3,259

 
$
1,214,716

 
$
1,228,414

Unearned Income
 

 
 
 
 

 
 

 
 

 
 
 
 

 
(3,146
)
Total Loans Net of Unearned Income
 

 
 
 
 

 
 

 
 

 
 
 
 

 
$
1,225,268


-99-





As of December 31, 2019, 2018 and 2017, First Guaranty had loans totaling $14.4 million, $8.7 million and $12.6 million, respectively, not accruing interest. As of December 31, 2019, 2018 and 2017, First Guaranty had loans past due 90 days or more and still accruing interest totaling $2.6 million, $0.1 million and $0.8 million, respectively. The average outstanding balance of nonaccrual loans in 2019 was $12.0 million compared to $8.9 million in 2018 and $17.3 million in 2017.

As of December 31, 2019, First Guaranty has no outstanding commitments to advance additional funds in connection with impaired loans.


-100-




The following is a summary of impaired loans, excluding loans acquired with deteriorated credit quality, by class at December 31, 2019:
 
As of December 31, 2019
(in thousands)
Recorded
Investment
 
Unpaid
Principal Balance
 
Related
Allowance
 
Average
Recorded Investment
 
Interest Income
Recognized
 
Interest Income
Cash Basis
Impaired Loans with no related allowance:
 
 
 
 
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$

 
$

 
$

 
$

 
$

 
$

Farmland
543

 
552

 

 
550

 

 

1- 4 family
541

 
541

 

 
544

 
27

 
22

Multifamily

 

 

 

 

 

Non-farm non-residential
8,307

 
8,307

 

 
9,940

 
673

 
688

Total Real Estate
9,391

 
9,400

 

 
11,034

 
700

 
710

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural
4,030

 
4,186

 

 
4,031

 
12

 

Commercial and industrial
1,962

 
1,962

 

 
1,788

 
81

 
67

Consumer and other


 


 

 


 


 


Total Non-Real Estate
5,992

 
6,148

 

 
5,819

 
93

 
67

Total Impaired Loans with no related allowance
15,383

 
15,548

 

 
16,853

 
793

 
777

 
 
 
 
 
 
 
 
 
 
 
 
Impaired Loans with an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Construction & land development

 

 

 

 

 

Farmland

 

 

 

 

 

1- 4 family
517

 
517

 
34

 
522

 

 

Multifamily

 

 

 

 

 

Non-farm non-residential
3,813

 
4,162

 
1,879

 
4,134

 
194

 
212

Total Real Estate
4,330

 
4,679

 
1,913

 
4,656

 
194

 
212

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural

 

 

 

 

 

Commercial and industrial
1,019

 
1,019

 
111

 
1,039

 
81

 
77

Consumer and other

 

 

 

 

 

Total Non-Real Estate
1,019

 
1,019

 
111

 
1,039

 
81

 
77

Total Impaired Loans with an allowance recorded
5,349

 
5,698

 
2,024

 
5,695

 
275

 
289

 
 
 
 
 
 
 
 
 
 
 
 
Total Impaired Loans
$
20,732

 
$
21,246

 
$
2,024

 
$
22,548

 
$
1,068

 
$
1,066



-101-




The following is a summary of impaired loans, excluding loans acquired with deteriorated credit quality, by class at December 31, 2018:
 
As of December 31, 2018
(in thousands)
Recorded
Investment
 
Unpaid
Principal Balance
 
Related
Allowance
 
Average
Recorded Investment
 
Interest Income
Recognized
 
Interest Income
Cash Basis
Impaired Loans with no related allowance:
 
 
 
 
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$

 
$

 
$

 
$

 
$

 
$

Farmland

 

 

 

 

 

1- 4 family
631

 
631

 

 
626

 
13

 

Multifamily

 

 

 

 

 

Non-farm non-residential
523

 
523

 

 
536

 
33

 
34

Total Real Estate
1,154

 
1,154

 

 
1,162

 
46

 
34

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural
3,535

 
3,613

 

 
3,583

 
173

 
272

Commercial and industrial

 

 

 

 

 

Consumer and other

 

 

 

 

 

Total Non-Real Estate
3,535

 
3,613

 

 
3,583

 
173

 
272

Total Impaired Loans with no related allowance
4,689

 
4,767

 

 
4,745

 
219

 
306

 
 
 
 
 
 
 
 
 
 
 
 
Impaired Loans with an allowance recorded:
 

 
 

 
 

 
 

 
 

 
 

Real estate:
 

 
 

 
 

 
 

 
 

 
 

Construction & land development

 

 

 

 

 

Farmland

 

 

 

 

 

1- 4 family

 

 

 

 

 

Multifamily

 

 

 

 

 

Non-farm non-residential
3,070

 
3,070

 
1,150

 
3,104

 
139

 
139

Total Real Estate
3,070

 
3,070

 
1,150

 
3,104

 
139

 
139

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

Agricultural

 

 

 

 

 

Commercial and industrial
1,088

 
1,088

 
110

 
1,115

 
55

 
64

Consumer and other

 

 

 

 

 

Total Non-Real Estate
1,088

 
1,088

 
110

 
1,115

 
55

 
64

Total Impaired Loans with an allowance recorded
4,158

 
4,158

 
1,260

 
4,219

 
194

 
203

 
 
 
 
 
 
 
 
 
 
 
 
Total Impaired Loans
$
8,847

 
$
8,925

 
$
1,260

 
$
8,964

 
$
413

 
$
509



-102-




Troubled Debt Restructurings

A Troubled Debt Restructuring ("TDR") is considered such if the lender for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider. The modifications to First Guaranty's TDRs were concessions on either the interest rate charged or the amortization. The effect of the modifications to First Guaranty was a reduction in interest income. These loans have an allocated reserve in First Guaranty's allowance for loan losses. First Guaranty has not restructured any loans that are considered TDRs in the years ended December 31, 2019 and 2018. At December 31, 2019, First Guaranty had no outstanding TDRs.

The following table is an age analysis of TDRs as of December 31, 2019 and December 31, 2018:
 
December 31, 2019
 
December 31, 2018
 
Accruing Loans
 
 
 
 
 
Accruing Loans
 
 
 
 
(in thousands)
Current
 
30-89 Days Past Due
 
Nonaccrual
 
Total TDRs
 
Current
 
30-89 Days Past Due
 
Nonaccrual
 
Total TDRs
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$

 
$

 
$

 
$

 
$

 
$

 
$
304

 
$
304

Farmland

 

 

 

 

 

 

 

1- 4 family

 

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

 

Non-farm non-residential

 

 

 

 
1,288

 

 

 
1,288

Total Real Estate

 

 

 

 
1,288

 

 
304

 
1,592

Non-Real Estate:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Agricultural

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

Consumer and other

 

 

 

 

 

 

 

Total Non-Real Estate

 

 

 

 

 

 

 

Total
$

 
$

 
$

 
$

 
$
1,288

 
$

 
$
304

 
$
1,592


The following table discloses TDR activity for the twelve months ended December 31, 2019.
 
Trouble Debt Restructured Loans Activity
Twelve Months Ended December 31, 2019
(in thousands)
Beginning balance (December 31, 2018)
 
New TDRs
 
Charge-offs
post-modification
 
Transferred
to ORE
 
Paydowns
 
Construction to
permanent financing
 
Restructured
to market terms
 
Other adjustments
 
Ending balance (December 31, 2019)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Construction & land development
$
304

 
$

 
$

 
$

 
$

 
$

 
$
(304
)
 
$

 
$

Farmland

 

 

 

 

 

 

 

 

1- 4 family

 

 

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

 

 

Non-farm non-residential
1,288

 

 

 

 

 

 
(1,288
)
 

 

Total Real Estate
1,592

 

 

 

 

 

 
(1,592
)
 

 

Non-Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Agricultural

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

 

Consumer and other

 

 

 

 

 

 

 

 

Total Non-Real Estate

 

 

 

 

 

 

 

 

Total Impaired Loans with no related allowance
$
1,592

 
$

 
$

 
$

 
$

 
$

 
$
(1,592
)
 
$

 
$


There were no commitments to lend additional funds to debtors whose terms have been modified in a troubled debt restructuring at December 31, 2019.

-103-




Note 8. Premises and Equipment

The components of premises and equipment at December 31, 2019 and 2018 are as follows:
(in thousands)
December 31, 2019
 
December 31, 2018
Land
$
15,180

 
$
12,875

Bank premises
40,536

 
33,457

Furniture and equipment
27,255

 
25,453

Construction in progress
9,534

 
2,046

Acquired value
92,505

 
73,831

Less: accumulated depreciation
36,041

 
34,136

Net book value
$
56,464

 
$
39,695


Depreciation expense amounted to $2.3 million, $2.1 million and $1.8 million for 2019, 2018 and 2017, respectively. Interest cost capitalized as a construction cost was $91,000, $54,000 and $0 for 2019, 2018 and 2017.

Note 9. Goodwill and Other Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are no longer amortized, but are subject to impairment testing. Other intangible assets continue to be amortized over their useful lives. Goodwill represents the purchase price over the fair value of net assets acquired from the Homestead Bancorp in 2007, Premier Bancshares, Inc. in 2017 and Union Bancshares, Incorporated in 2019. No impairment charges have been recognized since acquisition. Goodwill totaled $12.9 million and $3.5 million at December 31, 2019 and 2018, respectively.

The following table summarizes intangible assets subject to amortization.
 
December 31, 2019
 
December 31, 2018
(in thousands)
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
Core deposit intangibles
$
16,266

 
$
9,739

 
$
6,527

 
$
12,053

 
$
9,349

 
$
2,704

Loan servicing assets
1,558

 
918

 
640

 
1,441

 
617

 
824

Total
$
17,824

 
$
10,657

 
$
7,167

 
$
13,494

 
$
9,966

 
$
3,528


The core deposits intangible reflect the value of deposit relationships, including the beneficial rates, which arose from acquisitions. The weighted-average amortization period remaining for the core deposit intangibles is 10.8 years.

Amortization expense relating to purchase accounting intangibles totaled $0.4 million, $0.5 million, and $0.4 million for the years ended December 31, 2019, 2018, and 2017, respectively.

Amortization expense of the core deposit intangible assets for the next five years is as follows:
For the Years Ended
Estimated Amortization Expense
(in thousands)
December 31, 2020
$
712

December 31, 2021
$
644

December 31, 2022
$
576

December 31, 2023
$
576

December 31, 2024
$
576


Note 10. Other Real Estate

Other real estate owned consists of the following at the dates indicated:
(in thousands)
December 31, 2019
 
December 31, 2018
Real Estate Owned Acquired by Foreclosure:
 
 
 
Residential
$
559

 
$
120

Construction & land development
669

 
241

Non-farm non-residential
3,651

 
777

Total Other Real Estate Owned and Foreclosed Property
$
4,879

 
$
1,138



-104-




Note 11. Deposits

A schedule of maturities of all time deposits are as follows:
(in thousands)
December 31, 2019
2020
$
344,758

2021
90,279

2022
77,623

2023
101,672

2024 and thereafter
141,695

Total
$
756,027


The table above includes $3.4 million in brokered deposits for December 31, 2019. The aggregate amount of jumbo time deposits, each with a minimum denomination of $250,000 totaled $290.3 million and $301.8 million at December 31, 2019 and 2018, respectively.

Note 12. Borrowings

Short-term borrowings are summarized as follows:
(in thousands)
December 31, 2019
 
December 31, 2018
Federal Home Loan Bank advances
$
13,079

 
$

Repurchase agreements
6,840

 
 
Line of credit

 

Total short-term borrowings
$
19,919

 
$


First Guaranty maintains borrowing relationships with other financial institutions as well as the Federal Home Loan Bank on a short and long-term basis to meet liquidity needs. First Guaranty had $19.9 million in short-term borrowings outstanding at December 31, 2019 compared to none outstanding at December 31, 2018. First Guaranty has an available line of credit of $6.5 million, with no outstanding balance at December 31, 2019.

Available lines of credit totaled $278.8 million at December 31, 2019 and $216.4 million at December 31, 2018.

The following schedule provides certain information about First Guaranty's short-term borrowings for the periods indicated:
 
December 31,
(in thousands except for %)
2019
 
2018
 
2017
Outstanding at year end
$
19,919

 
$

 
$
15,500

Maximum month-end outstanding
$
19,919

 
$
37,000

 
$
28,000

Average daily outstanding
$
3,320

 
$
7,119

 
$
5,833

Weighted average rate during the year
2.00
%
 
2.21
%
 
1.06
%
Weighted average rate at year end
2.00
%
 
%
 
1.51
%


-105-




Long-term debt is summarized as follows:

Long-term Federal Home Loan Bank advance, fixed at 2.12%, totaled $3.5 million at December 31, 2019 and $0 at December 31, 2018. This advance was acquired in the Union acquisition and has a contractual maturity date of September 1, 2037.

Senior long-term debt with a commercial bank, priced at floating 3-month LIBOR plus 250 basis points (4.61%), totaled $16.9 million at December 31, 2019 and $19.8 million at December 31, 2018. First Guaranty pays $735,294 principal plus interest quarterly. This loan was originated in December 2015 and has a contractual maturity date of December 22, 2020. This long-term debt is secured by a pledge of 85% (4,823,899 shares) of First Guaranty's interest in First Guaranty Bank (a wholly owned subsidiary).

Senior long-term debt with a commercial bank, priced at floating Wall Street Journal Prime less 70 basis points (4.05%), totaled $31.7 million at December 31, 2019 and $0 at December 31, 2018. First Guaranty pays $812,500 principal plus interest quarterly. This loan was originated in November 2019 and has a contractual maturity date of November 7, 2024. This long-term debt is secured by a pledge of 85% (4,823,899 shares) of First Guaranty's interest in First Guaranty Bank (a wholly owned subsidiary).

Junior subordinated debt, priced at Wall Street Journal Prime plus 75 basis points (4.00%), totaled $14.7 million at December 31, 2019 and December 31, 2018.  First Guaranty pays interest semi-annually for the Fixed Interest Rate Period and quarterly for the Floating Interest Rate Period. The Note is unsecured and ranks junior in right of payment to any senior indebtedness and obligations to general and secured creditors. The Note was originated in December 2015 and is scheduled to mature on December 21, 2025. Subject to limited exceptions, First Guaranty cannot repay the Note until after December 21, 2020. The Note qualifies for treatment as Tier 2 capital for regulatory capital purposes.

First Guaranty maintains a revolving line of credit for $6.5 million with an availability of $6.5 million at December 31, 2019. This line of credit is secured by a pledge of 13.2% (735,745 shares) of First Guaranty's interest in First Guaranty Bank (a wholly owned subsidiary) and is priced at 5.00%.

At December 31, 2019, letters of credit issued by the FHLB totaling $355.2 million were outstanding and carried as off-balance sheet items, all of which expire by 2024. At December 31, 2018, letters of credit issued by the FHLB totaling $344.3 million were outstanding and carried as off-balance sheet items, all of which expired in 2019. The letters of credit are solely used for pledging towards public fund deposits. The FHLB has a blanket lien on substantially all of the loans in First Guaranty's portfolio which is used to secure borrowing availability from the FHLB. First Guaranty has obtained a subordination agreement from the FHLB on First Guaranty's farmland, agricultural, and commercial and industrial loans. These loans are available to be pledged for additional reserve liquidity.

As of December 31, 2019 obligations on senior long-term debt and junior subordinated debentures totaled $63.3 million. The scheduled maturities are as follows:
(in thousands)
Senior
Long-term Debt
 
Junior
Subordinated Debentures
2020
$
19,349

 
$

2021
3,250

 

2022
3,250

 

2023
3,250

 

2024
19,500

 

2024 and thereafter

 
15,000

Subtotal
$
48,599

 
$
15,000

Debt issuance costs
(41
)
 
(263
)
Total
$
48,558

 
$
14,737




-106-




Note 13. Capital Requirements

First Guaranty Bank is subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions that, if undertaken, could have a direct material effect on First Guaranty's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2019 and 2018, that the Bank met all capital adequacy requirements.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a "capital conservation buffer" consisting of 2.5% of common equity Tier 1 capital to risk-weighted asset above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented at 2.5% on January 1, 2019. For 2019, the capital conservation buffer was 2.500% of risk-weighted assets. First Guaranty Bank's capital conservation buffer was 4.58% at December 31, 2019.

As of December 31, 2019, the most recent notification from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that Management believes have changed the Bank's category. First Guaranty Bank's actual capital amounts and ratios as of December 31, 2019 and 2018 are presented in the following table.
 
Actual
 
Minimum Capital Requirements
 
Minimum to be Well Capitalized
Under Action Provisions
(in thousands except for %)
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
December 31, 2019
 
 
 
 
 
 
 
 
 
 
 
Total Risk-based Capital:
$
213,962

 
12.61
%
 
$
135,697

 
8.00
%
 
$
169,621

 
10.00
%
Tier 1 Capital:
$
203,034

 
11.96
%
 
$
101,773

 
6.00
%
 
$
135,697

 
8.00
%
Tier 1 Leverage Capital:
$
203,033

 
10.44
%
 
$
77,771

 
4.00
%
 
$
97,214

 
5.00
%
Common Equity Tier One Capital:
$
203,034

 
11.96
%
 
$
76,329

 
4.50
%
 
$
110,254

 
6.50
%
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2018
 
 
 
 
 
 
 
 
 
 
 
Total Risk-based Capital:
$
181,618

 
12.97
%
 
$
112,055

 
8.00
%
 
$
140,069

 
10.00
%
Tier 1 Capital:
$
170,842

 
12.20
%
 
$
84,041

 
6.00
%
 
$
112,055

 
8.00
%
Tier 1 Leverage Capital:
$
170,842

 
9.79
%
 
$
69,822

 
4.00
%
 
$
87,277

 
5.00
%
Common Equity Tier One Capital:
$
170,842

 
12.20
%
 
$
63,031

 
4.50
%
 
$
91,045

 
6.50
%



-107-




Note 14. Dividend Restrictions

The Federal Reserve Bank ("FRB") has stated that, generally, a bank holding company should not maintain a rate of distributions to shareholders unless its available net income has been sufficient to fully fund the distributions, and the prospective rate of earnings retention appears consistent with the bank holding company's capital needs, asset quality and overall financial condition. As a Louisiana corporation, First Guaranty is restricted under the Louisiana corporate law from paying dividends under certain conditions.

First Guaranty Bank may not pay dividends or distribute capital assets if it is in default on any assessment due to the FDIC. First Guaranty Bank is also subject to regulations that impose minimum regulatory capital and minimum state law earnings requirements that affect the amount of cash available for distribution. In addition, under the Louisiana Banking Law, dividends may not be paid if it would reduce the unimpaired surplus below 50% of outstanding capital stock in any year.

The Bank is restricted under applicable laws in the payment of dividends to an amount equal to current year earnings plus undistributed earnings for the immediately preceding year, unless prior permission is received from the Commissioner of Financial Institutions for the State of Louisiana. Dividends payable by the Bank in 2020 without permission will be limited to 2020 earnings plus the undistributed earnings of $2.1 million from 2019.

Accordingly, at January 1, 2020, $222.6 million of First Guaranty's equity in the net assets of the Bank was restricted. In addition, dividends paid by the Bank to First Guaranty would be prohibited if the effect thereof would cause the Bank's capital to be reduced below applicable minimum capital requirements.

Note 15. Related Party Transactions

In the normal course of business, First Guaranty and its subsidiary, First Guaranty Bank, have loans, deposits and other transactions with its executive officers, directors, affiliates and certain business organizations and individuals with which such persons are associated. These transactions are completed with terms no less favorable than current market rates. An analysis of the activity of loans made to such borrowers during the year ended December 31, 2019 and 2018 follows:
 
December 31,
(in thousands)
2019
 
2018
Balance, beginning of year
$
63,907

 
$
82,918

Net (Decrease) Increase
(2,087
)
 
(19,011
)
Balance, end of year
$
61,820

 
$
63,907


Unfunded commitments to First Guaranty and Bank directors and executive officers totaled $21.6 million and $8.6 million at December 31, 2019 and 2018, respectively. At December 31, 2019 First Guaranty and the Bank had deposits from directors and executives totaling $41.5 million. There were no participations in loans purchased from affiliated financial institutions included in First Guaranty's loan portfolio in 2019 or 2018.

During the years ended 2019, 2018 and 2017, First Guaranty paid approximately $0.5 million, $0.3 million and $0.4 million, respectively, for printing services and supplies and office furniture and equipment to Champion Industries, Inc., of which Mr. Marshall T. Reynolds, the Chairman of First Guaranty's Board of Directors, is President, Chief Executive Officer, Chairman of the Board of Directors and a major shareholder of Champion.

On December 21, 2015, First Guaranty issued a $15.0 million subordinated note (the "Note") to Edgar Ray Smith III, a director of First Guaranty. The Note is for a ten-year term (non-callable for first five years) and will bear interest at a fixed annual rate of 4.0% for the first five years of the term and then adjust to a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time after the fifth year until redemption or maturity. First Guaranty paid interest of $0.6 million in 2019 and 2018 for this note.

During the years ended 2019, 2018 and 2017, First Guaranty paid approximately $0.1 million, $0.2 million and $6,000, respectively, for the purchase and maintenance of First Guaranty's automobiles to subsidiaries of Hood Automotive Group, of which William K. Hood, a director of First Guaranty, is President.
                                                                                                                                                                                                                             
During the years ended 2019, 2018 and 2017, First Guaranty paid approximately $69,000, $0.7 million and $0.2 million, respectively, for architectural services in relation to bank branches to Gasaway Gasaway Bankston Architects, of which bank subsidiary board member Andrew B. Gasaway is part owner.

During the years ended 2019 and 2018, First Guaranty paid approximately $0.3 million and $0.2 million to Centurion Insurance, an insurance brokerage agency, to bind coverage at market terms for property casualty insurance and health insurance. First Guaranty owns a 40% interest in Centurion and accounts for this investment under the equity method.

Note 16. Employee Benefit Plans

First Guaranty has an employee savings plan to which employees, who meet certain service requirements, may defer 1% to 20% of their base salaries, 6% of which may be matched up to 100%, at its sole discretion. Contributions to the savings plan were $149,000, $292,000 and $240,000 in 2019, 2018 and 2017, respectively. First Guaranty has an Employee Stock Ownership Plan ("ESOP") which was frozen in 2010. No contributions were made to the ESOP for the years 2019, 2018 or 2017. As of December 31, 2019, the ESOP held 5,644 shares. First Guaranty is in the process of terminating the plan.


-108-




Note 17. Other Expenses

The following is a summary of the significant components of other noninterest expense:
 
December 31,
(in thousands)
2019
 
2018
 
2017
Other noninterest expense:
 
 
 
 
 
Legal and professional fees
$
2,648

 
$
2,362

 
$
3,049

Data processing
1,972

 
1,692

 
1,608

ATM Fees
1,217

 
1,214

 
1,161

Marketing and public relations
1,456

 
1,329

 
1,205

Taxes - sales, capital and franchise
1,094

 
1,066

 
970

Operating supplies
674

 
562

 
496

Software expense and amortization
1,308

 
1,119

 
923

Travel and lodging
908

 
978

 
910

Telephone
193

 
208

 
167

Amortization of core deposits
390

 
545

 
432

Donations
603

 
380

 
322

Net costs from other real estate and repossessions
422

 
186

 
306

Regulatory assessment
683

 
941

 
726

Other
2,536

 
2,204

 
1,628

Total other noninterest expense
$
16,104

 
$
14,786

 
$
13,903


First Guaranty does not capitalize advertising costs. They are expensed as incurred and are included in other noninterest expense on the Consolidated Statements of Income. Advertising expense was $0.8 million, $0.9 million and $0.7 million for 2019, 2018 and 2017, respectively.



-109-




Note 18. Income Taxes
The Tax Cuts and Jobs Act ("TCJA") signed into law on December 22, 2017, makes broad and complex changes to the U.S. tax code that affected income tax expense in 2017. The TCJA reduced the U.S. federal corporate income tax rate from 35% to 21% beginning January 1, 2018 and also established new tax laws that affect 2018.

The following is a summary of the provision for income taxes included in the Consolidated Statements of Income:
 
December 31,
(in thousands)
2019
 
2018
 
2017
Current
$
3,770

 
$
3,929

 
$
4,638

Deferred
(114
)
 
(467
)
 
2,761

Total
$
3,656

 
$
3,462

 
$
7,399


The difference between income taxes computed by applying the statutory federal income tax rate and the provision for income taxes in the financial statements is reconciled as follows:
 
December 31,
(in thousands except for %)
2019
 
2018
 
2017
Statutory tax rate
21.0
%
 
21.0
%
 
35.0
%
Federal income taxes at statutory rate
$
3,758

 
$
3,712

 
$
6,703

Tax exempt municipal income
(140
)
 
(166
)
 
(254
)
Other (1)
38

 
(84
)
 
950

Total
$
3,656

 
$
3,462

 
$
7,399


(1) Included in other for the year ended December 31, 2017 is $0.9 million related to the estimated net impact from the remeasurement of deferred tax assets and liabilities as a result of the passage of the Tax Cuts and Jobs Act in December 2017.

Deferred taxes are recorded based upon differences between the financial statement and tax basis of assets and liabilities, and available tax credit carry forwards. Temporary differences between the financial statement and tax values of assets and liabilities give rise to deferred taxes. The significant components of deferred taxes classified in First Guaranty's Consolidated Balance Sheets at December 31, 2019 and 2018 are as follows:
 
December 31,
(in thousands)
2019
 
2018
Deferred tax assets:
 
 
 
Allowance for loan losses
$
1,720

 
$
2,159

Other real estate owned
257

 
28

Unrealized losses on available for sale securities

 
1,897

Net operating loss
1,282

 
1,374

Other
508

 
456

Gross deferred tax assets
3,767

 
5,914

 
 
 
 
Deferred tax liabilities:
 

 
 

Depreciation and amortization
(2,010
)
 
(1,537
)
Core deposit intangibles
(1,359
)
 
(552
)
Unrealized gains on available for sale securities
(578
)
 

Discount on purchased loans
(267
)
 

Other
(670
)
 
(589
)
Gross deferred tax liabilities
(4,884
)
 
(2,678
)
 
 
 
 
Net deferred tax (liabilities) assets
$
(1,117
)
 
$
3,236


At December 31, 2019, First Guaranty had recorded a net deferred tax liability position. First Guaranty determined that the net deferred tax asset at December 31, 2018 was more likely than not to be realized based on an assessment of all available positive and negative evidence, and therefore no valuation allowance was recorded.

Net operating loss carryforwards for income tax purposes were $6.1 million as of December 31, 2019 and $6.5 million in 2018. The carryforwards were acquired in 2017 in the Premier acquisition and expire from 2027 to 2034, and will be utilized subject to annual Internal Revenue Code Section 382 limitations.

-110-





ASC 740-10, Income Taxes, clarifies the accounting for uncertainty in income taxes and prescribes a recognition threshold and measurement attribute for the consolidated financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. First Guaranty does not believe it has any unrecognized tax benefits included in its consolidated financial statements. First Guaranty has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. First Guaranty recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2019, 2018 and 2017, First Guaranty did not recognize any interest or penalties in its consolidated financial statements, nor has it recorded an accrued liability for interest or penalty payments.


Note 19. Commitments and Contingencies

Off-balance sheet commitments

First Guaranty is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit and standby and commercial letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the involvement in particular classes of financial instruments.

The exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby and commercial letters of credit is represented by the contractual notional amount of those instruments. Unless otherwise noted, collateral or other security is not required to support financial instruments with credit risk.

Set forth below is a summary of the notional amounts of the financial instruments with off-balance sheet risk at December 31, 2019 and December 31, 2018.
Contract Amount
December 31, 2019
 
December 31, 2018
(in thousands)
 
 
 
Commitments to Extend Credit
$
117,826

 
$
108,348

Unfunded Commitments under lines of credit
$
148,127

 
$
122,212

Commercial and Standby letters of credit
$
11,258

 
$
6,912


Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer's creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on Management's credit evaluation of the counterpart. Collateral requirements vary but may include accounts receivable, inventory, property, plant and equipment, residential real estate and commercial properties.

Standby and commercial letters of credit are conditional commitments to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The majority of these guarantees are short-term, one year or less; however, some guarantees extend for up to three years. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. Collateral requirements are the same as on-balance sheet instruments and commitments to extend credit.

There were no losses incurred on off-balance sheet commitments in 2019, 2018 or 2017.

First Guaranty currently has one new facility under construction with total construction commitment of $10.1 million of which $6.8 million has been incurred as of December 31, 2019.



-111-




Note 20. Fair Value Measurements

The fair value of a financial instrument is the current amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Valuation techniques use certain inputs to arrive at fair value. Inputs to valuation techniques are the assumptions that market participants would use in pricing the asset or liability. They may be observable or unobservable. First Guaranty uses a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds or credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.

Securities available for sale. Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Securities classified Level 3 as of December 31, 2019 includes corporate debt and municipal securities.

Impaired loans . Loans are measured for impairment using the methods permitted by ASC Topic 310. Fair value of impaired loans is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.

Other real estate owned. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of other real estate owned ("OREO") at December 31, 2019 and 2018 are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or amounts commonly used in real estate transactions. Inputs include appraisal values or recent sales activity for similar assets in the property's market; thus OREO measured at fair value would be classified within either Level 2 or Level 3 of the hierarchy.

Certain non-financial assets and non-financial liabilities are measured at fair value on a non-recurring basis including assets and liabilities related to reporting units measured at fair value in the testing of goodwill impairment, as well as intangible assets and other non-financial long-lived assets measured at fair value for impairment assessment.

The following table summarizes financial assets measured at fair value on a recurring basis as of December 31, 2019 and 2018, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:
(in thousands)
December 31, 2019
 
December 31, 2018
Available for Sale Securities Fair Value Measurements Using:
 
 
 
Level 1: Quoted Prices in Active Markets For Identical Assets
$
497

 
$
483

Level 2: Significant Other Observable Inputs
330,539

 
291,733

Level 3: Significant Unobservable Inputs
9,398

 
4,761

Securities available for sale measured at fair value
$
340,434

 
$
296,977


First Guaranty's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While Management believes the methodologies used are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value.

The change in Level 1 securities available for sale from December 31, 2018 was due principally to changes in market values on Level 1 securities. The change in Level 2 securities available for sale from December 31, 2018 was due principally to a reduction in agency, municipal and corporate bonds related to sales and maturities. There were no transfers between Level 1 and 2 securities available for sale from December 31, 2018 to December 31, 2019.

-112-






The following table reconciles assets measured at fair value on a recurring basis using unobservable inputs ( Level 3):
 
Level 3 Changes
(in thousands)
December 31, 2019
 
December 31, 2018
Balance, beginning of year
$
4,761

 
$
6,533

Total gains or losses (realized/unrealized):
 

 
 

Included in earnings

 
(15
)
Included in other comprehensive income
146

 
(79
)
Purchases, sales, issuances and settlements, net
4,491

 
(1,886
)
Transfers in and/or out of Level 3

 
208

Balance as of end of year
$
9,398

 
$
4,761


There were no gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held as of December 31, 2019.

The following table measures financial assets and financial liabilities measured at fair value on a non-recurring basis as of December 31, 2019, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value:
(in thousands)
At December 31, 2019
 
At December 31, 2018
Fair Value Measurements Using: Impaired Loans
 
 
 
Level 1: Quoted Prices in Active Markets For Identical Assets
$

 
$

Level 2: Significant Other Observable Inputs

 

Level 3: Significant Unobservable Inputs
4,046

 
3,620

Impaired loans measured at fair value
$
4,046

 
$
3,620

 
 
 
 
Fair Value Measurements Using: Other Real Estate Owned
 

 
 

Level 1: Quoted Prices in Active Markets For Identical Assets
$

 
$

Level 2: Significant Other Observable Inputs
4,158

 
1,012

Level 3: Significant Unobservable Inputs
721

 
126

Other real estate owned measured at fair value
$
4,879

 
$
1,138


ASC 825-10 provides First Guaranty with an option to report selected financial assets and liabilities at fair value. The fair value option established by this statement permits First Guaranty to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.

First Guaranty has chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.



-113-




Note 21. Financial Instruments

Fair value estimates are generally subjective in nature and are dependent upon a number of significant assumptions associated with each instrument or group of similar instruments, including estimates of discount rates, risks associated with specific financial instruments, estimates of future cash flows and relevant available market information. Fair value information is intended to represent an estimate of an amount at which a financial instrument could be exchanged in a current transaction between a willing buyer and seller engaging in an exchange transaction. However, since there are no established trading markets for a significant portion of First Guaranty's financial instruments, First Guaranty may not be able to immediately settle financial instruments; as such, the fair values are not necessarily indicative of the amounts that could be realized through immediate settlement. In addition, the majority of the financial instruments, such as loans and deposits, are held to maturity and are realized or paid according to the contractual agreement with the customer.

Quoted market prices are used to estimate fair values when available. However, due to the nature of the financial instruments, in many instances quoted market prices are not available. Accordingly, estimated fair values have been estimated based on other valuation techniques, such as discounting estimated future cash flows using a rate commensurate with the risks involved or other acceptable methods. Fair values are estimated without regard to any premium or discount that may result from concentrations of ownership of financial instruments, possible income tax ramifications or estimated transaction costs. The fair value estimates are subjective in nature and involve matters of significant judgment and, therefore, cannot be determined with precision. Fair values are also estimated at a specific point in time and are based on interest rates and other assumptions at that date. As events change the assumptions underlying these estimates, the fair values of financial instruments will change.

Disclosure of fair values is not required for certain items such as lease financing, investments accounted for under the equity method of accounting, obligations of pension and other postretirement benefits, premises and equipment, other real estate, prepaid expenses, the value of long-term relationships with depositors (core deposit intangibles) and other customer relationships, other intangible assets and income tax assets and liabilities. Fair value estimates are presented for existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of the unrealized gains and losses have not been considered in the estimates. Accordingly, the aggregate fair value amounts presented do not purport to represent and should not be considered representative of the underlying market or franchise value of First Guaranty.

Because the standard permits many alternative calculation techniques and because numerous assumptions have been used to estimate the fair values, reasonable comparison of the fair value information with other financial institutions' fair value information cannot necessarily be made. The methods and assumptions used to estimate the fair values of financial instruments are as follows:

Cash and due from banks, interest-bearing deposits with banks, federal funds sold and federal funds purchased.

These items are generally short-term and the carrying amounts reported in the consolidated balance sheets are a reasonable estimation of the fair values.

Investment Securities.

Fair values are principally based on quoted market prices. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or the use of discounted cash flow analyses.

Loans Held for Sale.

Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices. These loans are classified within level 3 of the fair value hierarchy.

Loans, net.

Market values are computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. These loans are classified within level 3 of the fair value hierarchy.

Impaired loans.

Fair value of impaired loans is measured by either the fair value of the collateral if the loan is collateral dependent (Level 2 or Level 3), or the present value of expected future cash flows, discounted at the loan's effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or by independent valuation.

Accrued interest receivable.

The carrying amount of accrued interest receivable approximates its fair value.

Deposits.

Market values are actually computed present values using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Deposits are classified within level 3 of the fair value hierarchy.

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Accrued interest payable.

The carrying amount of accrued interest payable approximates its fair value.

Borrowings.

The carrying amount of federal funds purchased and other short-term borrowings approximate their fair values. The fair value of First Guaranty's long-term borrowings is computed using net present value formulas. The present value is the sum of the present value of all projected cash flows on an item at a specified discount rate. The discount rate is set as an appropriate rate index, plus or minus an appropriate spread. Borrowings are classified within level 3 of the fair value hierarchy.

Other Unrecognized Financial Instruments.

The fair value of commitments to extend credit is estimated using the fees charged to enter into similar legally binding agreements, taking into account the remaining terms of the agreements and customers' credit ratings. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. Noninterest-bearing deposits are held at cost. The fair values of letters of credit are based on fees charged for similar agreements or on estimated cost to terminate them or otherwise settle the obligations with the counterparties at the reporting date. At December 31, 2019 and 2018 the fair value of guarantees under commercial and standby letters of credit was not material.

The estimated fair values and carrying values of the financial instruments at December 31, 2019 and 2018 are presented in the following table:

 
December 31,
 
2019
 
2018
(in thousands)
Carrying Value
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
67,425

 
$
67,425

 
$
127,965

 
$
127,965

Securities, available for sale
$
340,434

 
$
340,434

 
$
296,977

 
$
296,977

Securities, held to maturity
$
86,579

 
$
86,817

 
$
108,326

 
$
104,840

Federal Home Loan Bank stock
$
3,308

 
$
3,308

 
$
2,393

 
$
2,393

Loans held for sale
$

 
$

 
$
344

 
$
379

Loans, net
$
1,514,561

 
$
1,515,277

 
$
1,214,492

 
$
1,193,886

Accrued interest receivable
$
8,412

 
$
8,412

 
$
6,716

 
$
6,716

 
 
 
 
 
 
 
 
Liabilities
 

 
 

 
 

 
 

Deposits
$
1,853,013

 
$
1,863,179

 
$
1,629,622

 
$
1,625,827

Borrowings
$
72,010

 
$
71,969

 
$
19,838

 
$
19,853

Junior subordinated debentures
$
14,737

 
$
14,762

 
$
14,700

 
$
14,537

Accrued interest payable
$
6,047

 
$
6,047

 
$
3,952

 
$
3,952


There is no material difference between the contract amount and the estimated fair value of off-balance sheet items that are primarily comprised of short-term unfunded loan commitments that are generally at market prices.



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Note 22. Concentrations of Credit and Other Risks

First Guaranty monitors loan portfolio concentrations by region, collateral type, loan type, and industry on a monthly basis and has established maximum thresholds as a percentage of its capital to ensure that the desired mix and diversification of its loan portfolio is achieved. First Guaranty is compliant with the established thresholds as of December 31, 2019. Personal, commercial and residential loans are granted to customers, most of who reside in northern and southern areas of Louisiana. Although First Guaranty has a diversified loan portfolio, significant portions of the loans are collateralized by real estate located in Tangipahoa Parish and surrounding parishes in Southeast Louisiana. Declines in the Louisiana economy could result in lower real estate values which could, under certain circumstances, result in losses to First Guaranty.

The distribution of commitments to extend credit approximates the distribution of loans outstanding. Commercial and standby letters of credit were granted primarily to commercial borrowers.

Approximately 33.0% of First Guaranty's deposits are derived from local governmental agencies at December 31, 2019. These governmental depositing authorities are generally long-term customers. A number of the depositing authorities are under contractual obligation to maintain their operating funds exclusively with First Guaranty. In most cases, First Guaranty is required to pledge securities or letters of credit issued by the Federal Home Loan Bank to the depositing authorities to collateralize their deposits. Under certain circumstances, the withdrawal of all of, or a significant portion of, the deposits of one or more of the depositing authorities may result in a temporary reduction in liquidity, depending primarily on the maturities and/or classifications of the securities pledged against such deposits and the ability to replace such deposits with either new deposits or other borrowings. Public fund deposits totaled $610.7 million at December 31, 2019.

Note 23. Litigation

First Guaranty is subject to various legal proceedings in the normal course of its business. First Guaranty assesses its liabilities and contingencies in connection with outstanding legal proceedings. Where it is probable that First Guaranty will incur a loss and the amount of the loss can be reasonably estimated, First Guaranty records a liability in its consolidated financial statements.  First Guaranty does not record a loss if the loss is not probable or the amount of the loss is not estimable.  First Guaranty is a defendant in a lawsuit alleging overpayment of interest on a loan with a possible loss range of $0.0 million to $0.5 million. Judgment has been rendered against First Guaranty for the full amount, but First Guaranty is exercising its appeal rights.  First Guaranty had an accrued liability of $0.1 million at December 31, 2019 related to this lawsuit. First Guaranty is also a defendant in a lawsuit alleging fault for a loss of funds by a customer with a possible loss range of $0.0 million to $1.5 million. No accrued liability has been recorded related to this lawsuit.






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Note 24. Condensed Parent Company Information

The following condensed financial information reflects the accounts and transactions of First Guaranty Bancshares, Inc. for the dates indicated:

First Guaranty Bancshares, Inc.
Condensed Balance Sheets
 
December 31,
(in thousands)
2019
 
2018
Assets
 
 
 
Cash
$
633

 
$
8,069

Investment in bank subsidiary
224,677

 
169,880

Other assets
4,427

 
4,724

Total Assets
$
229,737

 
$
182,673

 
 
 
 
Liabilities and Shareholders' Equity
 

 
 

Senior long-term debt
48,558

 
19,838

Junior subordinated debentures
14,738

 
14,700

Other liabilities
406

 
851

Total Liabilities
63,702

 
35,389

Shareholders' Equity
166,035

 
147,284

Total Liabilities and Shareholders' Equity
$
229,737

 
$
182,673



First Guaranty Bancshares, Inc.
Condensed Statements of Income
 
December 31,
(in thousands)
2019
 
2018
 
2017
Operating Income
 
 
 
 
 
Dividends received from bank subsidiary
$
13,982

 
$
11,788

 
$
10,622

Net gains on sale of equity securities
196

 

 
54

Other income
424

 
289

 
171

Total operating income
14,602

 
12,077

 
10,847

 
 
 
 
 
 
Operating Expenses
 

 
 

 
 

Interest expense
1,795

 
1,675

 
1,518

Salaries & Benefits
208

 
133

 
495

Other expenses
953

 
916

 
1,147

Total operating expenses
2,956

 
2,724

 
3,160

 
 
 
 
 
 
Income before income tax benefit and increase in equity in undistributed earnings of subsidiary
11,646

 
9,353

 
7,687

Income tax benefit
494

 
540

 
834

Income before increase in equity in undistributed earnings of subsidiary
12,140

 
9,893

 
8,521

Increase in equity in undistributed earnings of subsidiary
2,101

 
4,320

 
3,230

Net Income
$
14,241

 
$
14,213

 
$
11,751



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First Guaranty Bancshares, Inc.
Condensed Statements of Cash Flows
 
December 31,
(in thousands)
2019
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
 
Net income
$
14,241

 
$
14,213

 
$
11,751

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

 
 

Increase in equity in undistributed earnings of subsidiary
(2,101
)
 
(4,320
)
 
(3,230
)
Depreciation and amortization
80

 
43

 
43

Gain on sale of securities
(196
)
 

 
(54
)
Net change in other liabilities
(444
)
 
136

 
187

Net change in other assets
(601
)
 
1,360

 
(1,306
)
Net cash provided by operating activities
10,979

 
11,432

 
7,391

 
 
 
 
 
 
Cash flows from investing activities:
 

 
 

 
 

Proceeds from maturities, calls and sales of AFS securities

 

 
134

Proceeds from sales of equity securities
1,196

 

 

Funds invested in bank subsidiary

 

 
(3,750
)
Purchases of premises and equipment
(136
)
 

 

Cash paid in acquisition
(43,383
)
 

 
(10,108
)
Net cash used in investing activities
(42,323
)
 

 
(13,724
)
 
 
 
 
 
 
Cash flows from financing activities:
 

 
 

 
 

Proceeds from long-term debt, net of costs
32,465

 

 
3,750

Repayment of long-term debt
(3,754
)
 
(2,941
)
 
(3,081
)
Proceeds from junior subordinated debentures, net of costs

 

 

Common stock issued in private placement
1,000

 

 

Dividends paid
(5,803
)
 
(5,636
)
 
(5,210
)
Net cash provided by (used in) financing activities
23,908

 
(8,577
)
 
(4,541
)
 
 
 
 
 
 
Net (decrease) increase in cash and cash equivalents
(7,436
)
 
2,855

 
(10,874
)
Cash and cash equivalents at the beginning of the period
8,069

 
5,214

 
16,088

Cash and cash equivalents at the end of the period
$
633

 
$
8,069

 
$
5,214



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Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in or disagreements with accountants on accounting and financial disclosures for the year ended December 31, 2019.

Item 9A - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of First Guaranty's management, including its Chief Executive Officer (Principal Executive Officer) and its Chief Financial Officer (Principal Financial Officer), of the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that these disclosure controls and procedures were effective.

For further information, see "Management's annual report on internal control over financial reporting" below. There was no change in First Guaranty's internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) that occurred during the quarter ended December 31, 2019, that has materially affected, or is reasonably likely to materially affect, First Guaranty's internal control over financial reporting.

Management's Annual Report on Internal Control over Financial Reporting

The Management of First Guaranty Bancshares, Inc. has prepared the consolidated financial statements and other information in our Annual Report in accordance with accounting principles generally accepted in the United States of America and is responsible for its accuracy. The financial statements necessarily include amounts that are based on Management's best estimates and judgments. In meeting its responsibility, Management relies on internal accounting and related control systems. The internal control systems are designed to ensure that transactions are properly authorized and recorded in our financial records and to safeguard our assets from material loss or misuse. Such assurance cannot be absolute because of inherent limitations in any internal control system.

Management is responsible for establishing and maintaining the adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13 – 15(f). Management did not assess the effectiveness of internal controls of the acquired business from Union Bancshares, Incorporated (“Union”). First Guaranty acquired Union effective close of business on November 7th, 2019. The acquisition of Union represented approximately fifteen percent of consolidated assets of First Guaranty. Under the supervision and with the participation of Management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This section relates to Management's evaluation of internal control over financial reporting including controls over the preparation of the schedules equivalent to the basic financial statements and compliance with laws and regulations. Our evaluation included a review of the documentation of controls, evaluations of the design of the internal control system and tests of the effectiveness of internal controls.

Based on our evaluation under the framework in Internal Control – Integrated Framework, Management concluded that internal control over financial reporting was effective as of December 31, 2019.

This annual report does not include an attestation report of First Guaranty's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by First Guaranty's independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit First Guaranty to provide only management's report in this annual report.

9B - Other Information

None



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Part III

Item 10 Directors, Executive Officers and Corporate Governance

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 11 - Executive Compensation

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 12 - Security Ownership of Certain Beneficial Owners, Management and Related Shareholder Matters

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 13 - Certain Relationships and Related Transactions and Director Independence

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.

Item 14 - Principal Accountant Fees and Services

Pursuant to General Instruction G (3), information on directors and executive officers of the Registrant will be incorporated by reference from First Guaranty's Definitive Proxy Statement.



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Part IV
Item 15 - Exhibits and Financial Statement Schedules

(a) 1
Consolidated Financial Statements
 
 
 
 
 
Item
Page
 
First Guaranty Bancshares, Inc. and Subsidiary
 
 
Report of Independent Registered Public Accounting Firm
76
 
Consolidated Balance Sheets - December 31, 2019 and 2018
77
 
Consolidated Statements of Income – Years Ended December 31, 2019, 2018 and 2017
78
 
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2019, 2018 and 2017
79
 
Consolidated Statements of Changes in Shareholders' Equity – Years Ended December 31, 2019, 2018 and 2017
80
 
Consolidated Statements of Cash Flows - Years Ended December 31, 2019, 2018 and 2017
81
 
Notes to Consolidated Financial Statements
82
 
 
 
2
Consolidated Financial Statement Schedules
 
 
All schedules to the consolidated financial statements of First Guaranty Bancshares, Inc. and its subsidiary have been omitted because they are not required under the related instructions or are inapplicable, or because the required information has been provided in the consolidated financial statements or the notes thereto.
 
 
 
 
3
Exhibits
 
 
The exhibits required by Regulation S-K are set forth in the following list and are filed either by incorporation by reference from previous filings with the Securities and Exchange Commission or by attachment to this Annual Report on Form 10-K as indicated below.
 
 

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Exhibit Number
Exhibit
2.1
3.1
3.2
3.3
3.4
4.1
4.2
4.3
10.1
10.2
10.3
10.4
10.5
10.6
10.7
14.3
14.4
21
23.1
31.1
31.2
32.1
32.2
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase.
101.DEF
XBRL Taxonomy Extension Definition Linkbase.
101.PRE
XBRL Taxonomy Extension Label Linkbase.
101.LAB
XBRL Taxonomy Extension Presentation Linkbaset
(1)
Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(2)
Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on September 23, 2011.
(3)
Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(4)
Incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(5)
Incorporated by reference to Exhibit 4 of the Current Report on Form 8-K12G3 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on August 2, 2007.
(6)
Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on December 23, 2015.
(7)
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on December 23, 2015.
(8)
Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on December 23, 2015.
(9)
Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on December 23, 2015.
(10)
Incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on December 23, 2015.

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(11)
Incorporated by reference to Exhibit 21 of the Registration statement on Form S-1 filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on October 24, 2014.
(12)
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on November 20, 2017.
(13)
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on November 12, 2019.
(14)
Incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on November 12, 2019.
(15)
Incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed by First Guaranty Bancshares, Inc. with the Securities and Exchange Commission on November 12, 2019.

Item 16 - Form 10-K Summary

None.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, First Guaranty has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FIRST GUARANTY BANCSHARES, INC.

Dated: March 16, 2020

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of First Guaranty and in the capacities and on the dates indicated.

/s/ Alton B. Lewis
 
President,
Chief Executive Officer and Director
(Principal Executive Officer)
March 16, 2020
Alton B. Lewis
 
 
 
 
 
 
 
/s/ Eric J. Dosch
 
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial and Accounting Officer)
March 16, 2020
Eric J. Dosch
 
 
 
 
 
 
 
/s/ Marshall T. Reynolds
 
Chairman of the Board
March 16, 2020
Marshall T. Reynolds
 
 
 
 
 
 
 
/s/ William K. Hood
 
Director
March 16, 2020
William K. Hood
 
 
 
 
 
 
 
/s/ Jack Rossi
 
Director
March 16, 2020
Jack Rossi
 
 
 
 
 
 
 
/s/ Edgar R. Smith, III
 
Director
March 16, 2020
Edgar R. Smith, III
 
 
 



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EXHIBIT 4.3
Description of Common Stock
The following summary contains a description of the general terms of our common stock. Each share of common stock has the same relative rights as, and is identical in all respects to, each other share of common stock. The rights of the holders of our common stock are governed by First Guaranty Bancshares’ restated articles of incorporation and by the Louisiana Business Corporation Act.
General
We are authorized to issue up to 100,600,000 shares of common stock, par value $1.00 per share. As of December 31, 2019, we had 9,741,253 shares of common stock outstanding. Our common stock is listed on the Nasdaq Global Market under the symbol “FGBI.”
Voting Rights
Holders of common stock of First Guaranty Bancshares have exclusive voting rights in First Guaranty Bancshares. They elect First Guaranty Bancshares’ board of directors and act on other matters that are required to be presented to them under Louisiana law or that are otherwise presented to them by the board of directors. Each holder of common stock is entitled to one vote per share and does not have any right to cumulate votes in the election of directors. If First Guaranty Bancshares issues shares of preferred stock, holders of the preferred stock may also possess voting rights.
Dividends
Holders of our common stock will be entitled to receive and share equally in such dividends as the board of directors of First Guaranty Bancshares may declare out of funds legally available for such payments. If First Guaranty Bancshares issues preferred stock, holders of such stock may have a priority over holders of common stock with respect to the payment of dividends. Louisiana law prohibits distributions to shareholders if, after giving effect to the distribution, the corporation would not be able to pay its debts as they become due in the usual course of business or the corporation’s total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. The payment of dividends by First Guaranty Bancshares is also subject to limitations that are imposed by federal law, regulation and policy.
The Federal Reserve has issued a policy statement providing that dividends should be paid only out of current earnings and only if the holding company’s prospective rate of earnings retention is consistent with its capital needs, asset quality and overall financial condition. Federal regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the holding company’s overall rate or earnings retention is inconsistent with its capital needs and overall financial condition.
Liquidation
In the event of a liquidation or dissolution of First Guaranty Bancshares, holders of our common stock and any participating preferred stock will be entitled to receive, after payment or provision for payment of all of our debts and liabilities and the preferential rights of, and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock, all of our assets available for distribution. If we issue preferred stock in the future, holders of such stock may have a senior interest over holders of common stock in such a distribution.
Preemptive Rights
Holders of the common stock of First Guaranty Bancshares are not entitled to preemptive rights with respect to any shares that may be issued. Our common stock is not subject to redemption.
Restrictions on Acquisition of First Guaranty Bancshares
The following is a general summary of the material provisions of our restated articles of incorporation and bylaws and the Louisiana Business Corporation Act that may have an “anti-takeover effect.” Such provisions might discourage future takeover attempts by impeding efforts to acquire us or stock purchases in furtherance of such an acquisition.
Authorized Shares of Capital Stock. Our restated articles of incorporation authorize the issuance of up to 100,600,000 shares of common stock and up to 100,000 shares of preferred stock. Shares of preferred stock with voting rights could be issued and would then represent an additional class of stock required to approve any proposed acquisition. This preferred stock, together with authorized but unissued shares of our common stock, could represent additional capital required to be purchased by an acquiror. Issuance of such additional shares may also dilute the voting interest of our shareholders.
Generally, the Louisiana Business Corporation Act does not require shareholder approval for an issuance of authorized shares. However, the Louisiana Business Corporation Act does require shareholder approval of non-cash share issuances in excess of 20% of a corporation’s total voting power on a pre-transaction basis. In addition, the listing requirements of the NASDAQ Stock Market, which would apply so long as our common stock were listed on such market, require shareholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or the then outstanding number of shares of common stock, but not a public offering of common stock for cash.





Directors. The board of directors has the power to fill board vacancies, whether occurring by reason of an increase in the number of directors or by resignation, death, removal or otherwise, although the shareholders may fill vacancies at a special meeting called for that purpose before the board takes action. Our bylaws provide that, in general, any shareholder desiring to make a nomination for the election of directors must submit written notice not less than 45 days or more than 90 days in advance of the meeting. The shareholders, by the affirmative vote of the holders of a majority of the outstanding shares of stock entitled to vote at an annual or special meeting of shareholders or by written consent of holders of a majority of shares outstanding, have the power to remove any and all directors at any time, with or without cause.
Actions by Shareholders. Our bylaws provide that special meetings of the shareholders may be called only by a majority of the board of directors, the President, Chairman, or Chief Executive Officer, or the President or Secretary at the written request of the holders of at least one-fifth of all shares entitled to vote. The bylaws provide that notice of shareholder proposals for new business to be considered at an annual meeting must be submitted, in general, not less than 30 or more than 90 days before the meeting.
Under the Louisiana Business Corporation Act, any amendment of our restated articles of incorporation and any merger or other business combination that requires shareholder approval or statutory share exchange to which we are a party requires the approval of a majority of the shares entitled to be cast at the meeting of shareholders. In addition, the Louisiana Business Corporation Act also provides that if any class or series of shares is entitled to vote as a separate group on a plan of merger or share exchange, the approval of a majority of such separate voting group is required.
The board of directors may amend the bylaws of First Guaranty Bancshares without shareholder approval.
Indemnification. Our restated articles of incorporation and bylaws provide generally that we will indemnify and hold harmless, to the fullest extent permitted by Louisiana law, our directors and officers, as well as other persons who have served as directors, officers, fiduciaries or in other representative capacities, serving at our request in connection with any actual or threatened action, proceeding or investigation, subject to limited exceptions. To the extent that indemnification for liabilities arising under the Securities Act of 1933 (the “Securities Act”) may be permitted to our directors, officers and controlling persons, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Finally, our ability to provide indemnification to our directors and officers is limited by federal banking laws and regulations.
Limitation of liability. Our restated articles of incorporation limit the personal liability of our directors in actions brought on our behalf or on behalf of our shareholders for monetary damages as a result of a director’s acts or omissions while acting in a capacity as a director, with certain exceptions. Our restated articles of incorporation do not eliminate or limit our right or the right of our shareholders to seek injunctive or other equitable relief not involving monetary damages.





Exhibit 14.3
 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
CODE OF CONDUCT AND ETHICS
FOR
EMPLOYEES, OFFICERS AND DIRECTORS

Adherence to the Highest Ethical Standards
 
First Guaranty Bancshares, Inc. and its consolidated subsidiary (the “Company”) are committed to the highest ethical standards in the conduct of our business.  Honesty, integrity, and trust are essential to our reputation with our customers, employees, and the communities we serve.  They are also essential to our ability to attract and retain customers and grow our business.  Users of our services must be able to do so with complete confidence in the integrity of those with whom they deal.
 
Although this Code of Conduct and Ethics (the “Code”) does not cover every ethical issue that may arise, it sets out basic principles to guide our employees, officers and directors.
 
Each of our employees, officers, and directors must read, understand and adhere to this Code, and conduct themselves accordingly, avoiding even the appearance of any impropriety.
 
In the event an applicable law, regulation, or regulatory rule conflicts with this Code, such law, regulation, or regulatory rule shall take precedence.  However, if a local custom or policy conflicts with this Code, this Code takes precedence.  We will have more detailed policies covering certain topics in this Code, as deemed necessary.  You are expected to comply both with this Code and any other policies, operating rules and procedures set forth in the applicable policies or department or branch manuals.  If you have any questions about compliance with policy, or possible conflicts between policies, you should seek guidance from your manager or Human Resources.  Violations of the standards set forth in this Code will be subject to disciplinary action.   If you are in a situation which you believe may lead to a violation of this Code, please follow the guidelines described in the section entitled “Prompt Confidential Reporting of Code Violations.”
 
Our Basic Ethical Principles
 
Honesty.  Our business is based on mutual trust and absolute honesty in all our dealings whether internally or externally.  We must adhere to and demonstrate this principle at all times in both our personal and corporate behavior.
 
Integrity.  Our business creates opportunities that can be realized only if we demonstrate the integrity of the Company, as well as the integrity of our personnel.  We therefore use corporate assets, including our name, with the care befitting a valuable resource.
 
Respect.  We treat one another with respect and dignity, and we respect the diversity of our workforce, our customers, and our communities.
 
Responsibility.  We are accountable for our actions and we ask for clarification when necessary, and are responsible for reporting concerns or observed violations of the Code.
 
Good Citizenship.  We comply with both the intent and spirit of laws that govern our business and the community, thereby contributing to the strength and well being of our constituent customers and communities we serve.
 
Compliance with Laws, Rules, and Regulations
 
Employees should become familiar with all laws and regulations applicable to the Company, as such laws and regulations relate to daily work requirements and professional responsibilities.  Each of these and other laws and regulations are addressed in our various policies and procedures which are available to employees.  Therefore, all of our employees, officers, and directors are required to carry out their responsibilities in accordance with applicable laws, regulations, and policy, including all applicable federal and state criminal laws governing fraud, bribery, embezzlement, conversion, and conflicts of interest.  They also must conduct their business affairs consistent with applicable safety and soundness standards and Code requirements.  Everyone is expected to have sufficient knowledge of applicable laws and regulations that relate to their duties, and should know when to seek guidance from higher authority.  It is imperative to follow operating rules and procedures covered in applicable department or branch manuals, and to use the proper Company or First Guaranty Bank forms, which have been prepared with legal requirements in mind.
 
Accurate Record Keeping and Accounting.  We require honest and accurate recording and reporting of financial and other information both to make responsible business decisions, and to provide accurate reporting of our performance to regulators, depositors, and employees.  We require full, fair, accurate, timely, and understandable disclosure in all reports and documents we file with, or submit to the regulators, and in other material public communications.  It is a violation of law and our policy for any employee to attempt to improperly influence or mislead the financial reporting process or our accountants who audit our financial statements.  Our financial and other reporting must fairly present the financial condition, results of operations and cash flow of the Company, and it must comply in all material respects with applicable law, governmental rules and regulations, including generally accepted accounting principles and applicable rules of banking regulators.
 





We have implemented disclosure controls and procedures to ensure that our public disclosures are timely, comply with laws and regulations, and are otherwise fair, accurate, and understandable.  Employees responsible for the preparation of our public disclosures, or who provide information as part of that process, have a responsibility to ensure that such disclosures and information are complete, accurate and comply with our Company’s disclosure controls and procedures.
 
Document Retention and Destruction.  Employees and directors must fully comply with our document retention and destruction policy.  In addition, once a legal proceeding has begun (or when one is threatened or reasonably likely), federal and state obstruction-of-justice statutes require us to preserve documents relevant to the issues in that proceeding even before specific documents are requested.  Any employee, officer, or director, who fails to comply with this policy, as well as industry regulations and state and federal laws, is subject to termination or removal and may also face criminal or civil prosecution, with possible fines and prison terms.
 
Confidentiality of Information.  Employees, officers and directors who have access to confidential information are not permitted to use or share that information for any purpose except the conduct of our business.  Non-public information regarding the Company, or our customers, is confidential and should be safeguarded appropriately.  Any use of non-public information for personal financial benefit or to “tip” others who might make an investment choice based on this information is both unethical and illegal.  Please consult the Company’s Compliance Department for further details on this topic.
 
Regulatory Agencies, Auditors, and Counsel
 
Honesty, candor, and cooperation are required in dealing with our independent and internal auditors, and attorneys.  Any request by regulatory or governmental agencies for information, which is not incidental to periodic bank and holding company examinations and required reports, should be referred to the Compliance Department.
 
Competition and Fair Dealing
 
Competition requires fair dealing with customers, competitors, suppliers, and fellow employees .  We compete based on achieving advantage in the marketplace through superior service, competitive interest rates, and ethical business practices.  Accordingly, it is against our policy to attempt to win or keep business relationships based on unethical or illegal activities.
 
Employees must not attempt to obtain unfair advantage over competitors, customers, suppliers, or fellow employees through manipulation, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
 
Anti-Competitive Activities.  Federal and state law prohibits any combination, conspiracy, or agreement among competitors to restrict or prevent competition.  Violations can occur through both formal and informal agreements between the Company and a competitor to fix prices, allocate markets or customers, or refuse to deal with particular suppliers or customers.
 
All employees should be especially careful at social or professional meetings to avoid discussions or exchanges of information relating to competitive matters (i.e., cost, pricing, or strategy).
 
Employees with questions concerning any such antitrust issues should be directed to the Compliance Officer.
 
Vendors.  Employees who select or work with vendors for the Company are required to be objective and fair and employ professional business practices when selecting sources, in negotiations, in awarding business, and in the administration of purchasing activities.  Although we expect employees to strive for good relationships with suppliers, it is wrong to create even the impression that a supplier has a “friend” at the Company and can therefore exert special influence.
 
Safeguarding and Proper Use of Our Assets
 
Our employees, officers and directors are bound by this Code to protect our assets, ensuring they are used only for legitimate business purposes.  Such assets include, but are not limited to, capital, facilities, equipment, proprietary information, technology, business plans, ideas for new products and services, trade secrets, inventions, copyrightable materials and customer lists.
 
Corporate Funds.  Employees entrusted with the Company’s funds are personally responsible for the handling of those funds.
 
Physical Assets.  Employees entrusted with use of our physical assets (such as computer equipment, corporate charge cards, telephones and office supplies) must protect them from loss, damage, misuse or theft.  These assets should be used only to conduct our business and for purposes authorized by management.
 
Information Technology.  Our information systems, such as Internet access, e-mail and software programs are vital to conducting our business and, accordingly, are to be used only for business purposes.  Using the Internet for non-business purposes is inappropriate.  Visiting sites with sexual or hate content as well as gambling-related sites is strictly prohibited.
 
All data stored in the computer system, such as data files or word processing documents, must be treated as proprietary information.  Our technology policy sets the standards relating to the use and protection of computer and information assets, and employees must adhere to this policy.





 
Conflicts of Interest
 
Employees, officers and directors are expected to make business decisions on behalf of the Company free from conflicting outside interests.  It is a violation of this Code and of our policies to foster personal or business interests (or those of others with whom such persons have a personal or business relationship) at the expense of the Company.
 
Although it is impossible to cover every potential conflict of interest situation, a potential conflict exists whenever an employee, officer, or director of the Company has an outside interest, direct or indirect, which conflicts with their duty to the Company or adversely affects their judgment in the discharge of their responsibilities to the Company.
 
Examples of conflicts of interest include receiving money or other benefits from a third party in return for the Company granting a loan to or purchasing property or services from such third party, and advocating a transaction between the Company and another entity in which such person owns stock or otherwise stands to benefit from the transaction at the expense of the Company.
 
The appearance of a conflict of interest may be just as damaging to our reputation as a real conflict of interest and may be difficult to discern.  Our employees, officers and directors are expected to objectively assess their actions periodically to determine whether a reasonable, disinterested observer, a customer, a supplier, a shareholder, an acquaintance, or a government official would have grounds to believe a conflict of interest exists.
 
Giving and Receiving Gifts.  Employees, officers and directors or their close family members should not accept any gift, regardless of its value, that might appear to compromise independent business judgment.  Neither should employees, officers or directors give a gift to a customer, vendor, or prospect that might appear to be an attempt to influence them.  Gifts include cash, material goods, services, promotional premiums, knowingly accepting a discount, and receipt of a loan.
 
When the value of the gift is appropriate to an occasion (e.g., holidays), and permitted by law, non-cash gifts may be accepted from, or provided to, customers or suppliers, provided they are valued at $100 or less.  Any gift received over such amount should be politely returned or approval from the Chief Executive Officer obtained prior to acceptance.  Gifts are permitted under this policy in the following circumstances:
 
Gifts of reasonable value based on a family or personal relationship where that relationship is the obvious motivating factor for the gift;
Discounts or rebates on merchandise or services that do not exceed those available to other customers of the merchant;
Awards for recognition of service or accomplishments from civic, charitable, educational, or religious organizations.
GIFTS OR GRATUITIES TO GOVERNMENT OFFICIALS ARE INAPPROPRIATE, POSSIBLY ILLEGAL AND ARE STRICTLY PROHIBITED.
 
Business Functions and Entertaining.  Meals, refreshments, entertainment, accommodation, or travel arrangements of a reasonable value may be accepted if they are provided in the course of a meeting or occasion, the purpose of which is to hold bona fide business discussions or to foster better relations, and provided that the expense would be paid for by the Company if not paid for by another party.
 
Customary and reasonable business and related development practices, consisting of appropriate entertainment events, including meals, are not prohibited by this Code.  Such activities are prohibited if they are or may appear to be lavish.  Frequent entertaining could appear to influence the judgment of the person being entertained.  The purchase of tickets to fundraising events sponsored by non-profit organizations is considered a “normal business practice.”
 
Invitations received by employees and officers that may seem inappropriate should be discussed with the Executive Vice President responsible for your functional area prior to acceptance.  In matters involving Executive Vice Presidents or above, such invitations should be discussed with the Chief Executive Officer prior to acceptance.  Invitations involving the Chief Executive Officer or a director should be discussed with the Chair of the Nominating and Corporate Governance Committee.
 
Relationships with Outside Interests.  Employees, officers and directors must avoid conflicts and the appearance of conflicts between personal interests and the interests of the Company.  Employees, officers, and directors may own securities (e.g., debt or stock) in entities who are competitors or customers, without providing immediate notification to the Company.  Employees, officers and directors must not act on behalf of the Company in any transaction involving persons or organizations with which you, or a family member, have any personal, financial, or residual interest without first providing written disclosure of such interest to the CEO, or the Board, as applicable.  A family member includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law.  The CEO or Board, as applicable, will review any personal disclosures and make a recusal determination promptly and will advise you if additional actions must be taken.Additionally, you must recuse yourself from any decision making process when you believe you or your family’s personal, financial, or residual interest presents a conflict or is sufficient that a conflict could be perceived.  Such recusal shall be clearly documented in the minutes of any meeting at which the conflict or appearance of conflict is discussed.
 
Relationships, other than normal and customary relationships at prevailing terms that an employee, officer or director may have with Company suppliers (for example, home improvement services, security firms, attorneys, lawn services, or automobile repair shops)  should always be disclosed in writing to Human Resources prior to its commencement, and must be approved in writing in advance. 
 





Employees and officers who serve in a “financial oversight role” are not permitted to receive any tax services from the Company’s independent auditors.  The prohibition extends to the employee or officer’s Immediate Family Members.  Immediate Family Member is defined as “spouse, spousal equivalent, or dependents.”  The characteristic that identifies a “financial reporting role” is the ability to exercise influence over the contents of the financial statements of the Company or anyone who prepares them.  The following roles are among those that meet the criterion: chief executive officer; president; chief financial officer; chief operating officer; general counsel, chief accounting officer; controller; director of internal audit; director of financial reporting, treasurer, and director of internal controls compliance.
 
Tax services to a board member are permitted provided the Board member does not also function in any of the other financial reporting oversight roles noted immediately above.
 
Secondary Employment.  We do not prohibit other employment; however, full time employees are expected to devote their complete attention and energy to their duties.  Employees must notify their immediate supervisor and the Human Resource Officer prior to accepting any outside employment.  Officers holding the title of Senior Vice President or higher (“Executive Officer”) must notify the Chief Executive Officer.  Outside employment will not be approved which might subject the Company to criticism or which would encroach on working time, interfere with regular duties, or otherwise affect an individual's effectiveness.
 
Employees are prohibited from outside employment that may appear to create a conflict of interest.  This section should not be construed as prohibiting or discouraging an employee from serving as a volunteer at a non-profit organization.
 
Examples include:
 
Engaging in any activity that competes with the Company.
Employment which involves the use of our equipment, supplies, or facilities.
Employment which involves the preparation, audit or certification of financial statements, tax returns, or other documents upon which we may rely for lending or other decisions.  Senior Managers and employees who prepare income tax returns for individuals or entities other than themselves must obtain confirmation that the customer does not intend to use the officer's or employee's work product as part of any transaction with the Company.
Employment which involves giving investment, legal or other advice, or exercising judgment which is based upon information, reports, or analyses that are accessible from the Company.
Employment which may reflect adversely on the officer, employee, or the Company.
Employment under circumstances which may suggest the sponsorship or support of the Company on behalf of the outside employer or an outside organization.
Employment as an insurance or securities broker, agent or representative.
Employment as a real estate salesman, broker, agent, or contractor, (except with the prior written approval of Chief Executive Officer).

Confidentiality and Privacy
 
Nonpublic Information.  Employees are required to maintain the confidentiality of information entrusted to them by the Company and provided by our customers and vendors.  Confidential information includes all non-public information that might be of use to competitors, or harmful to us or to our customers, if disclosed.  It also includes non-public information about our financial condition, results of operations, business operations, and future prospects.  All employees must exercise care not to misuse nonpublic information obtained during their employment, including customer lists, information about our personnel and customers, and business plans and ideas.   The obligation to preserve confidential information continues even after employment ends.
 
The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information.  Discuss your concerns with your manager or Human Resource Officer if you have any questions regarding what constitutes confidential information or when such information must be disclosed.
 
Customer Information Privacy.  We protect the confidentiality and security of customer information.  The Company has a policy governing Customer Information Privacy and such policy should be referenced for more detailed information.  Our Privacy Policy for customer information provides, among other things, that:
 
We do not sell or rent customers’ personal information.
We do not release customer information to third parties, except upon a customer’s authorization or when required by law.  Employees may not discuss the business affairs of any customer with any other person, except on a strict need-to-know basis
Third-Party service providers and vendors with access to customer information are required to keep customer information confidential and use it only to provide services to or for the Company.

Our People
 
We are committed to treating everyone with respect and dignity.  Hostility, harassment, or unwelcome sexual advances are offensive and are not tolerated.  We will strive to provide a safe and secure work environment, and to respect and protect the personal information of our employees, officers and directors.
 





Equal Opportunity.  We are an equal opportunity employer, committed to ensuring that our workplace is free from discrimination.  As such, we will recruit, hire, train, and promote individuals in accordance with all applicable laws and regulations, without regard to a person’s race, color, creed, religion, age, gender, national origin, citizenship status, marital status, sexual orientation, disability, veteran status, or other category protected by federal, state, or local law.
 
Harassment-Free Work Environment.  One objective of this Code is to discourage unprofessional behavior that compromises trust, the quality of the work environment, or the integrity of decision-making.  We prohibit behavior that harasses an employee, officer or director, or customer on the basis of race, color, creed, religion, age, gender, national origin, citizenship status, marital status, sexual orientation, disability, veteran status, or other category protected by federal, state, or local law.  Forms of such harassment can include physical, verbal, and nonverbal behavior that harasses, disrupts, or interferes with work performance or in any way creates or contributes to an intimidating, hostile, or offensive work environment.  This behavior includes, by way of example only, off-color jokes, threats, and derogatory e-mails or drawings.
 
Similarly, favoritism, belittling others, and verbal outrages undermine the dignity and respect due to all employees, officers and directors.
 
Sexual harassment is one form of conduct that undermines the integrity of the employment relationship.  For purposes of this policy, sexual harassment is defined as sexual behavior that is unwelcome, is personally offensive, or creates a hostile, intimidating, or offensive work environment.  We will not tolerate sexual harassment of applicants for employment, employees, officers or directors by anyone-employees, officers, directors, vendors, or customers.  For additional information, contact your Human Resource Officer.
 
Health and Safety.  Providing a safe and secure work environment is fundamental.  Employees, officers and directors are responsible for complying with applicable health and safety rules.  Accordingly, each person should take appropriate measures to protect his or her physical security and observe safe and responsible work practices, such as adhering to local building access security procedures, promptly reporting to management any job-related injury or illness, and following security guidelines.  Moreover, violence or threats of violence by any employee against any other employee will not be tolerated.  Likewise, weapons of any kind must never be brought to our offices or customer locations.
 
Substance Abuse.  Being under the influence of alcohol or illegal drugs or improperly using medicines can diminish one’s ability to do his or her job, and can compromise the safety of others.  You should not work in an impaired state or allow substances to interfere with the safety or productivity of those around you.  This policy also prohibits the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance on the Company’s premises, in our vehicles, or while conducting Company business.
 
Code of Conduct and Ethics Administration
 
(Procedures for receipt, retention, and treatment of complaints received.)
 
Administration Responsibility.  The Human Resource Director is responsible for administering this Code and enforcing the Code for employees and officers.  The Audit Committee is responsible for enforcing the Code for senior officers and directors.  The Human Resource Director is responsible for conducting Code-related training, maintaining all Code-related records and investigating and resolving all Code-related matters.
 
Responsibility to Report Code-Related Matters.  All persons subject to the Code must report Code-related matters in accordance with the following procedures: Officers and employees must promptly make reports of any Code-related matters to their immediate supervisor and simultaneously to the Human Resource Officer.  Supervisors receiving such reports must promptly advise the Human Resource Officer, even when the Human Resource Officer has already been advised.  Directors shall promptly make reports of any Code-related matters to the Chief Executive Officer, the Corporate Secretary, or the Chair of the Audit Committee.
 
Permissible Transactions with the Company and Other Matters Not Involving a Code Violation.  The Human Resource Officer shall promptly review all reports of Code-related matters.  The Human Resource Officer shall confer with the appropriate officers to determine if the requested transaction or other matter complies with all applicable laws, regulations, and policies.  If deemed necessary by the Human Resource Officer, the Human Resource Officer shall seek the advice of our legal counsel.  The Human Resource Officer or his or her designee shall promptly advise the filer of the request as to our determination.
 
Investigation and Resolution of All Code Violations.  The Human Resource Officer (or designee approved by the Board of Directors) shall promptly investigate all violations or alleged violations of any provision of the Code.  Concerns regarding internal accounting controls, questionable accounting or auditing matters that have been reported to the Human Resource Officer should be forwarded by the Human Resource Officer to the Chair of the Auditing Committee.  Any violation or alleged violation of the Code is referred to as a “Code Violation.”
 
When appropriate, the Human Resource Officer shall promptly report any Code Violation to the Chief Executive Officer with recommendations for resolution, in accordance with the investigation and referral procedures described herein.  The Chair of the Audit Committee should be informed of the violation and the response planned or executed.
 
We will take appropriate action to resolve Code violations.  Such resolutions may involve disciplinary actions or other sanctions including termination of employment or dismissal.  We will take all reasonable steps to respond to any offense and prevent its recurrence.
 
The procedure for making such a report is as follows:
 





Prompt Confidential Reporting of Code Violations.  Any employee, officer or director who becomes aware of a violation or alleged violation of any provision of this Code, including concerns regarding internal accounting controls, questionable accounting or auditing matters (any such violation or alleged violation of the Code is referred to as “Code Violation”), shall promptly report such violation.  To encourage employees to fulfill their obligations under this Code, established procedures under which any employee, officer, or director suspecting that a Code Violation has been or is being committed, may report the facts in a manner that will safeguard the person’s identity to the fullest extent practicable and protect the reporting person against retribution.  The procedure for making such a report is as follows:

1.
Any employee or officer  who becomes aware of a past or present Code Violation is required to promptly report the facts and circumstances to his or her immediate supervisor, and simultaneously to the Human Resource Officer.  Once the supervisor has been advised of a Code Violation, the supervisor is required to promptly confirm the matter with the Human Resource Officer.  Directors should contact the Chief Executive Officer, the Corporate Secretary, or the Chair of the Audit Committee.  The Audit Committee of the Board of Directors in particular will be notified promptly about any Code Violation regarding accounting or auditing matters as well as the full board at its next regular meeting unless, in the judgment of the CEO, the matter needs to be addressed sooner.

2.
An investigation into the reported Code Violation will be conducted promptly by the Human Resource Officer in consultation with the Chief Executive Officer or Audit Committee, as appropriate.  Facts and circumstances in the report will be reported so as to protect, to the greatest extent possible, the anonymity of the reporting person.

3.
If the Human Resource Officer and the Chief Executive Officer are not able to promptly resolve the Code Violation to their mutual satisfaction, the Human Resource Officer and the Chief Executive Officer shall promptly confer with the Audit Committee of the Board of Directors to resolve the Code Violation consistent with this Code and applicable laws and regulations.

4.
Illegal or criminal conduct will also be reported to our primary regulators and any law enforcement agencies with jurisdiction consistent with confidentiality and the protection of applicable privacy privileges.  We will cooperate fully with such authorities in their prosecution of parties responsible for impermissible, illegal, or criminal conduct.

5.
In the event of legal proceedings, the reporting person(s) may be deposed, interviewed, and asked to testify, just as any other person having knowledge of the relevant facts and circumstances would be.  We will seek to protect the identity of the reporting person to the greatest extent practicable. 
 
Employees, officers and directors may also make reference to the Company’s Policy for Whistleblowing Procedures for further guidance regarding confidential reporting procedures.
 
Employees, officers or directors who willfully fail to report a Code Violation or who fail to cooperate in an investigation of a Code Violation will be subject to disciplinary action, possibly including termination of employment, or in the case of a director, dismissal from the Board.
 
Request for Waivers.  A waiver of a provision of the Code shall be requested whenever there is a question whether any contemplated action will violate the Code.  It is anticipated that waivers will be granted only under exceptional or limited circumstances.
 
The procedure for requesting a waiver is to seek approval from:

1.
The Audit Committee of the Board - if the waiver sought relates to any executive officer (title of Senior Vice President or higher), and any Senior Financial Officer (CEO, CFO and all Accounting, Audit and/or Compliance officers, with the title of Vice President or higher).

2.
The Human Resource Officer - if the waiver sought relates to any other employee.  The determination shall be made by the employee’s immediate supervisor, in consultation with the Human Resource Officer unless such request is quantitatively or qualitatively material or outside the ordinary course of business, in which case such determination shall be made by the Audit Committee.

3.
The decision with respect to the waiver request shall be documented and forwarded to the Human Resource Officer for filing and retention, with a copy to the Audit Committee of the Board of Directors.

4.
All waivers of the Code shall be reported promptly by the Audit Committee or Human Resource Officer, as applicable, to the Board of Directors.

5.
Waivers shall be publicly disclosed on a timely basis as determined by the Board of Directors in consultation with the Compliance Officer and/or legal counsel. 
 
Sanctions for Code Violations.  Failure to comply with the policies in this Code will result in disciplinary action, ranging from a reprimand to dismissal or removal and possible civil and criminal prosecution.  Disciplinary actions will be pursued against all of the following: (a) any director, officer or employee violating this Code; (b) any director, officer or employee deliberately withholding information regarding a Code Violation; (c) the manager or supervisor of a person who has committed an act under (a) or (b), in circumstances where such violation reflected poor supervision or lack of diligence; and (d) any director, officer or employee who retaliates, directly or indirectly, against any employee who reports a suspected Code Violation. In addition, Code Violations may expose the offending employee, officer, or director and the Company to





monetary damages, regulatory penalties, and criminal sanctions.  We will ensure that all disciplinary actions taken to enforce this Code are applied consistently and in accordance with all applicable laws and regulations.
 
Retention.  Reports documenting completed investigations will be confidentially maintained for no less than one year.
 
Your Personal Commitment to Our Code of Conduct and Ethics
 
All employees, officers and directors of the Company or First Guaranty Bank, are responsible for reading, understanding, and complying with the standards outlined in this Code.
 
Employees, officer, and directors are required to affirmatively acknowledge receipt, understanding, and compliance with this Code.
 
I acknowledge that I have received and will comply with the Code of Conduct and Ethics for Employees, Officer, and Directors.  I understand and agree that the Code of Conduct and Ethics is not an employment contract between the Company or First Guaranty Bank and me.
 
I understand that if I have questions related to the standards of the Code of Conduct and Ethics, I am to discuss them promptly with my Manager (Branch or Department), Senior Management, Human Resource Officer, or the Compliance Officer.
 
Sign here: _________________________________________
 
 
 
 
 
Print:
 
 
 
 
 
Name _____________________________________________
Title _______________________
Date _____/_____/_____





Exhibit 14.4
 
FIRST GUARANTY BANCSHARES, INC. AND SUBSIDIARY
 
CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS
 
A.
INTRODUCTION
 
This “Code of Ethics for Senior Financial Officers” (“Code”) was approved and adopted by the Board of Directors of First Guaranty Bancshares, Inc. (the “Company”). Its purpose is to ensure that the Company’s Senior Financial Officers are committed to the highest standards of integrity and professionalism when conducting and reporting the financial affairs of the Company.  This Code, the text of which is posted on the Company’s Internet Web site at www.fgb.net, supplements the Company’s corporate-wide Code of Ethics that applies to all directors, officers and employees of the Company.
 
For the purposes of this Code, the term “Senior Financial Officer” includes each of the following officers of the Company:
 
Chief Executive Officer
Chief Financial Officer
All Executive Officers
B. 
STANDARDS OF CONDUCT
 
Each Senior Financial Officer of the Company shall be bound by the following standards of integrity and professionalism when conducting and reporting the Company’s financial affairs:

Honest and Ethical Conduct
Each Senior Financial Officer shall engage in honest and ethical conduct,  the ethical handling of actual or apparent conflicts of interest between his or her personal and professional relationships.

Full Disclosure
Each Senior Financial Officer shall, to the best of their knowledge and ability, promote full, fair, accurate, timely and understandable disclosures in reports and documents that the Company files with or submits to the Securities and Exchange Commission (“SEC”), to other regulatory agencies, and in other public communications made by the Company.

Compliance with Laws, Rules and Regulations
Each Senior Financial Officer shall, to the best of their knowledge and ability, promote full compliance with applicable governmental laws, rules and regulations.
 
Reporting of Code Violations
Each Senior Financial Officer shall promptly report any known or suspected violation of this Code to the Company’s Audit Committee of the Board using the confidential “whistleblower” procedures established by the Bank for reporting questionable accounting or auditing practices or other significant business concerns.  Where possible and appropriate, the identity of any person who reports a known or suspected violation of this Code as provided herein will be kept anonymous.  The Company prohibits retaliation of any kind against individuals who make good-faith reports of ethical violations or other known or suspected illegal conduct.
 
Accountability
Each Senior Financial Officer shall be held accountable for adherence to this Code.
 
C.
AMENDMENTS TO OR WAIVERS OF THIS CODE
 
Any amendment to or waiver of this Code must be approved by the Company’s Board of Directors.  A “waiver of this Code” is defined as a material departure from a provision of this Code.  As a general rule, a waiver of this Code will not be approved unless necessary and warranted.  The Company will disclose any amendment to or waiver of this Code in the manner required by then-applicable law, rule or listing standard.





First Guaranty Bancshares, Inc.
Senior Financial Officers Code of Ethics
 
Your Personal Commitment to Our Code of Ethics
 
All Senior Financial Officers of the First Guaranty Bancshares, Inc. are responsible for reading, understanding, and complying with the standards outlined in this Code.
 
Senior Financial Officers are required to affirmatively acknowledge receipt, understanding, and compliance with this Code.
 
I acknowledge that I have received and will comply with the Code of Ethics for Senior Financial Officers.  I understand and agree that the Code of Ethics is not an employment contract between First Guaranty Bancshares, Inc. and me.
 

Sign here: _________________________________________
 
 
 
 
 
Print:
 
 
 
 
 
Name _____________________________________________
Title _______________________
Date _____/_____/_____





EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-221335) of First Guaranty Bancshares, Inc. of our report dated March 16, 2020, relating to the consolidated financial statements of First Guaranty Bancshares, Inc. and subsidiary appearing in the Annual Report on Form 10-K of First Guaranty Bancshares, Inc. for the year ended December 31, 2019.
/s/ Castaing, Hussey & Lolan, LLC
New Iberia, Louisiana
March 16, 2020




EXHIBIT 31.1 
Certification of Chief Executive Officer 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 
I, Alton B. Lewis, certify that:
1.
I have reviewed this Annual Report on Form 10-K of First Guaranty Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Alton B. Lewis
Alton B. LewisChief Executive Officer
(Principal Executive Officer) 
March 16, 2020





EXHIBIT 31.2 
Certification of Chief Financial Officer 
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

I, Eric J. Dosch, certify that: 
1.
I have reviewed this Annual Report on Form 10-K of First Guaranty Bancshares, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
5.
The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):.
a.
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
any fraud, whether or not material, that involves Management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
/s/ Eric J. Dosch
Eric J. Dosch
Chief Financial Officer,
Secretary and Treasurer
(Principal Financial & Accounting Officer)
March 16, 2020





EXHIBIT 32.1 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of First Guaranty Bancshares, Inc. (the “Company”) on Form 10-K as of and for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alton B. Lewis, Chief Executive Officer of the Company, certify that to the best of my knowledge: 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Alton B. Lewis
Alton B. Lewis
Chief Executive Officer
(Principal Executive Officer) 

March 16, 2020





EXHIBIT 32.2 
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

In connection with the Annual Report of First Guaranty Bancshares, Inc. (the “Company”) on Form 10-K as of and for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric J. Dosch, Chief Financial Officer of the Company, certify that to the best of my knowledge: 
1.
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Eric J. Dosch
Eric J. Dosch
Chief Financial Officer
Secretary and Treasurer
(Principal Financial & Accounting Officer) 

March 16, 2020