Business First Bancshares, Inc. (BFST) Earnings Call Transcript & Summary

Hello and welcome to the Annual Meeting of Stockholders of Business First Bancshares, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Bob Greer, Chairman of Business First Bancshares. Chairman, Greer, the floor is yours.

Good morning, ladies and gentlemen, and welcome to the 2020 Annual Meeting of Shareholders of Business First Bancshares. I am Bob Greer, Chairman of the Board of Business First Bancshares, and I will act as chairman of this meeting. We are holding our annual meeting in an all-virtual format as allowed pursuant to the proclamation of Governor John Bel Edwards and our bylaws. We have chosen this format because of the COVID pandemic and resulting social distancing guidelines. Safety of our shareholders is important to us. Being able to hear from our shareholders is also important to us. Although our shareholders will not be able to speak verbally, during the meeting today, shareholders can submit a question, in writing, during the virtual meeting through the Q&A function of this virtual meeting website. We've also used a Q&A function to receive seconds to motions. A couple of other housekeeping announcement. First, there are several documents that you may want to access during the meeting. The company's proxy statement and annual report as well as the agenda and rules of conduct for today's meeting are located on your screen now. We ask that, in fairness to all shareholders attending this meeting, you honor the rules of conduct. Please take a moment to familiarize yourself with the rules. In accordance with the notice of this meeting that was previously delivered to all of our shareholders, I hereby call this meeting to order. There are 2 items of business on this meeting's agenda. On the election of directors to a proposal to ratify the appointment of Dixon Hughes Goodman LLP as our auditor for the year ending December 31, 2020. Before we proceed with the formal business of this meeting, I would like to mention Jude Melville, who's the President and Chief Executive Officer of our holding company in B1 Bank; and Heather Roemer, Corporate Secretary of our holding company and B1 Bank, are present as well as our executive team, which are also shareholders. Finally, I would like to introduce a few guests that have been invited to attend today's virtual meeting. Lowell Harrison, a partner with the law firm of Fenimore, Kay, Harrison & Ford, LLP, our legal counsel; Ashley Ensley, partner with Dixon Hughes Goodman LLP, our independent auditors; and Tammie Marshall for Computershare Trust Company, our transfer agent. Following the formal part of this meeting, Jude Melville, our President and CEO, will provide management remarks. At that time, there will be a question-and-answer session. We will now proceed with the formal business of this meeting. Heather Roemer, our Corporate Secretary, will act as secretary of this meeting and will announce the tabulation of the votes. Heather Roemer and Tammie Marshal, Computershare, have been appointed and agree to serve as vote inspectors for this meeting and will conduct the formal tabulation of votes. All persons who are shareholders of record as of May 14, 2020, the record date for the meeting, are entitled to vote at this meeting. Heather Roemer, as secretary of this meeting, please report on the notice of this meeting and the affidavits of mailing.

Mr. Chairman, I present to the meeting the following documents: the certified list of shareholders of the company as of the close of business on the record date and an affidavit as to the mailing on or about May 29, 2020, of one, a notice of this meeting; and two, notice of internet availability of the proxy materials. I'm pleased to report that at least a majority of the outstanding shares of Business First Bancshares common stock are represented either in person or by proxy at this meeting. Accordingly, a quorum is present, and we are authorized to proceed with the business of this meeting.

Thank you, Heather. Please file these materials with the minutes of the meeting. The secretary has reported the existence of a quorum at this meeting. Accordingly, we will proceed with the formal business. I now declare the polls open for voting at this 2020 annual meeting of shareholders. If you wish to vote at the meeting, and have not yet done so, you should do so now, following the instructions on the virtual meeting website. If you have previously submitted a proxy and your vote has already been recorded and you do not need to vote during this virtual meeting, unless you wish to change your vote. Polls will remain open immediately after any discussion on today's proposals. The first item on the agenda for the meeting is the election of 14 individuals to serve as directors of Business First Bancshares. And now I'll call Heather Roemer, secretary of the meeting, to identify the proposal.

Mr. Chairman, I present to the meeting the following proposals, which is described in the proxy statement dated May 20, 2020, and is presented at this meeting by the Board of Directors. The proposal is to elect the following 14 nominees to serve as directors of Business First Bancshares with terms expiring at the 2021 Annual Meeting of Shareholders. James J. Buquet, III; Ricky Day; Mark Folse; John Graves, Robert Greer, Jr.; J. Vernon Johnson; Rolfe McCollister, Jr; Andrew McLindon; David Jude Melville, III; Patrick Mockler; David Montgomery, Jr; Arthur Price; Kenneth Smith; and Steven White. Our Board of Directors has recommended that these individuals be reelected as directors of Business First Bancshares.

Do we have a motion? I have a motion. Do we have a second? I have a second. There being no other nominations properly made in accordance with our bylaws, I declare the nominations closed. Is there any discussion on the proposal? Thank you. There being no discussion, I now call on Heather Roemer to identify the second proposal.

Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated May 20, 2020, and is presented at this meeting by the Board of Directors. The proposal is to ratify the appointment of Dixon Hughes Goodman LLP as the auditor for Business First Bancshares for the year ending December 31, 2020.

Our audit community has appointed Dixon Hughes Goodman LLP to serve as the independent auditor of the company for the year ending December 31, 2020. The Board has recommended that the appointment be ratified by our shareholders at this meeting. Do we have a motion about the appointment of Dixon Hughes Goodman LLP to be ratified by the shareholders? I have a motion, and I have a second. Is there any discussion on the proposal? There being no discussion, we will now proceed with voting on the proposal. Ms. Secretary, please identify the voting required on the proposals.

Mr. Chairman, with respect to the proposals to elect directors, our directors will be elected by a majority vote. Therefore, each of the 14 nominees will be elected to our Board of Directors if they receive at least the majority of the votes cast either in person or by proxy at this meeting. The ratification of Dixon Hughes Goodman LLP as our independent auditor for the year ending December 31, 2020, requires the approval of at least a majority of the votes cast, either in person or by proxy at this meeting.

Unless there are any questions regarding the voting procedures, we will close the polls shortly. So if you wish to vote and have not done so, now is the time to vote through the virtual meeting website. If you previously voted, and do not wish to change your vote, you do not need to vote at this meeting. If you have not yet voted, now is your last chance to vote using the voting option on the virtual meeting website. If there are any questions regarding the voting procedures, please use the Q&A function to ask them now. There being no further discussion of the proposals, we will now close the polls. Please vote now if you have not already voted, unless we receive a request through the Q&A function of the virtual meeting website to extend the period of casting ballots within the next few seconds, we will close the voting polls. I now declare the polls closed. I will now ask that our vote inspectors complete the tabulation of the votes. Madam Secretary, the vote inspectors completed the tabulation of voting.

Mr. Chairman, based on the voting of shareholder proxies received prior to the meeting, plus the vote inspectors' tabulation of proxies and ballots voted at this meeting, I am pleased to report the following results. The 14 individuals nominated to serve as directors of Business First Bancshares have been duly elected, and the proposal to ratify the appointment of Dixon Hughes Goodman LLP as our auditor for 2020 has been duly approved. Official voting results will be posted in a current report on Form 8-K to be filed with the SEC within 4 business days.

Thank you. Following the conclusion of the business portion of the meeting, we will continue with management's report and with a question-and-answer session. I'm aware of no other business that should be brought before this meeting, and hereby move that we adjourn the meeting. Is there a second? I have a second. I would like to thank all of you for attending the 2020 Annual Meeting of Shareholders. I would also like to express my appreciation to all of the shareholders who submitted their proxies but were not able to attend the virtual meeting. The directors, officers and employees of Business First Bancshares appreciate the loyalty and confidence of all our shareholders. The business portion of this meeting is hereby adjourned. At this time, I will turn the meeting over to Jude Melville, our President and CEO, who will provide management remarks. And after that, he will answer any questions at that time. Jude?

All right. Thank you, Bob. I've got my microphone on. So hopefully, everybody can hear me out there. I'm a little bit of a soft talker. I've also got my napkin with my notes on it. So ready to go, keep it brief, but certainly hope to answer any questions that you might have. I want to thank the -- our shareholders. Thinking about it this morning, we had a few hundred thousand shares when we started. And when I became CEO, we had about 1 million shares outstanding and we're over 20 million now. So while there's nothing special, in particular, about having a large number of shares, and in this case, it does represent an expanding group of shareholders, which is a neat thing. There used to be a day when I was surprised when I would be out in town and run into somebody who told me they were a client of the bank. And now I'm run into people who tell me they're shareholders of the bank, which is a neat feeling. I'm a little bit sad today just because it's an odd feeling to have a shareholder meeting without having nonemployee shareholders here in the room. And I'd like to mention a couple, in particular, one of whom I know is on the phone and another who I'm not sure whether they are or not, but I know would want to be here, Francis Jumonville and George Hill. Mr. Hill -- Francis, I think, has made in person, all but one shareholder meeting since we started, and Mr. Hill has made all but one shareholder meeting since he became a part of the bank with the American Gateway acquisition. And in both cases, they were -- it was their health, an issue that they had at the time that kept them from attending. So I regret that they're not here today, and look forward to seeing them in person more than just being here, they were also -- they've also been active questioners, and it's always more fun to do one of these when you have actual questions as opposed to just me, me speechifying. So I want to thank not only the shareholders but also the Board for their trust and their confidence in our management team and the things that we're doing here as an organization. I also want to thank them just for the sheer amount of work that they have to put in. A lot of people probably don't realize just how much involvement and effort it takes to be a good community bank, a Board member, not unusual for our Board members to be up and involved in the bank 2 or 3 days a week and certainly available for calls in between and it is a commitment. And I want to say that I appreciate. I'm not always sure why you all want to do it, but I definitely appreciate the fact that you do. I also want to take just a moment to thank our -- the Board and its former iteration prior to the merger and the reorganization of the Board. One of the things, as I've observed the community banking space over the years is that there are a lot of boards that -- obviously, they work hard and enjoy being there, but they also self-perpetuate, and a lot of boards end up being kind of appointed for life. And I want to tell our Board, in particular, the Board members that are no longer with us because of the merger, how much I admire the fact that they were willing to evolve and place the needs and opportunities of the company in front of their own needs. That's really what you should want and expect in a Board member, and I was very proud of our Board for being open to change and evolution and taking advantage of opportunities. So I want to be sure for any of our former Board members that are on the phone that I mentioned that. So this is my 10th shareholder meeting as CEO. Bob's 10th as Chairman as well and our 15th as a company. And what I wanted to say is that it's maybe surprising given where we are as a country economically and health-wise and where we are in terms of the primary industry that we have in our footprint in Louisiana being oil and gas. It's certainly the tough times. But in all my years of doing this, I would like say that I don't think I've ever been as optimistic or as excited about the long-term future of the bank. We are in a -- we are -- while the short term is certainly painful and tough and requires a lot of attention, for the long run, we've positioned ourselves in such a way that I think we're the bank to be in the state, and we've achieved certain foundation setting targets that I think position us well. We've -- banking -- so much of banking, and in particular, as we go forward, so much more of banking will be about scale. And we have, in particular, with our latest partnership, but really with all of our partnerships and with good organic growth, we've achieved the level of scale at which we don't have to worry about growth for survival as some smaller companies do. We can now worry more about scale and growth for optimization, of what it is that we're trying to do, which is really a healthy place to be, being able to think about future partnerships not because we need to embark upon them but because we want to embark upon them and feel like we can maximize what we do and also being at a scale at which we can invest in technology, we can invest in new locations, we can invest in new people, without it being a vet the bank kind of investment. And without the scale that we've now achieved, we're about $4 billion, give or take, a little bit less than that if you take -- if you discount some of the temporary growth due to the government's PPP programs. But that's enough to place us once the Iberia transaction occurs, we'll be the largest Louisiana-headquartered depository institution in terms of deposits in a state, which is coming a long way scale-wise and what seems like a very short 15 years, and it's a good place to be. We also have achieved a certain level of core earnings that will serve us well. And for all of you that were shareholders, at the end of last year, you'll know that we had record earnings. This year is going to be messy for obvious reasons and some of the COVID-related costs and opportunities lost. And some of the preparing for what might come in terms of the energy industry and what impact that might have on our portfolio will obscure our earnings growth, but underneath it is there, and we're earning at a pace at which we can not only continue to invest in growth, which has always been our -- one of our major priorities as a company. We've tended to reinvest our earnings in growth. But we're also right at a level where we can comfortably both reinvest in growth and also reward shareholders. We're -- we had about $2 million in dividends declared in the first quarter. So we'll be on pace if we don't change that to do about $8 million worth of dividends this year. And over the past few months, we've also bought back about 450,000 shares at prices that we felt were at the right price or a low price for the worth of the company. And so to be able to both return cash to shareholders and continue to invest in growth is a core business goal that any business should have, and we've achieved that level. And makes me excited about some of the trade-offs and opportunities we'll be able to consider going forward. We also have achieved a high level of consistency in our employee base. The management team that's represented here in the room and not in the room is one that I'm very proud of and appreciative of. And it's the longest tenured management team in our history in terms of the same folks working together as a team. And that's a -- as a CEO, that's a liberating thought to not have to worry about, well, I'm missing this person or I need to replace this person on your management team. And when you go from having to fix things to being able to say, well, we're going to add people because they complement our shrinks and can help take us to the next level. That's a -- that's a much healthier place to be in terms of our management team. And if you look out across our bank, it's not only the management team here at the corporate level but it's also our market leadership, very consistent group, most of whom have been here for many years. Some of whom have been here since the bank started, and we have low turnover in that regard, and that's the sign of a healthy company that people want to be committed to for a long time. And so that contributes to me being optimistic. And finally, I think the past 3 or 4 months, in particular, have been a confirmation of our business model. If you think about who has needed helped in the crisis and you think about who has provided a lot of that help, it's really small businesses, and it's community banks that serve small businesses. And while, certainly, our client base is more diverse than just small businesses, we have developed a niche. There really was our goal from day 1, which was to serve businesses that potentially are underserved, whether that be because they're too large or sophisticated for community banks, typical community banks to serve or because they're not large enough to be on the radar of large banks. And that's been our goal from day 1, our opportunity set that we saw in the past 3 or 4 months when we've had the opportunity to help so many of those businesses through, whether it be through serving as a conduit for the PPP program, which we issued over $400 million in a combined PPP program, which if you think about our being about 1.5% of the state's deposits, but issuing close to 5% of the PPP funding. We really swung over our weight class, I guess, is the cliché that I should use, but really contributed at a level that was magnified relative to our size. And that's just at one program. We're now participating in the Main Street lending program. We also, just with our own internal working with our clients, we had about $700 million worth of our portfolios that were under deferment that we were working with our clients to make sure that they made it through the worst of the crisis and certainly have been flexible in terms of fees and trying to serve that clientele that really needs to be served. And what we see is that the response has been overwhelming in terms of their: a, the fact that it's helping; and b, their appreciation; and c, the obvious need for a continued entity such as ours to be there in times of crisis for those in our community that provide jobs and help others, which is what most small businesses do. So I'm very optimistic about where we are as an entity. Obviously, we're going to have to work through the next few months. If I'm prioritizing the rest of 2020, priority number one is playing defense. We have -- there are challenges in the economy. There are challenges that are our clients face, and we need to be aggressive about helping them face those challenges. If I'm thinking about the rest of 2020, second priority is making sure that we integrate successfully the partnership that we've embarked upon through the course of the crisis, actually. So we took on one of the largest Louisiana-on-Louisiana merger opportunities that has ever been, and we did it in the middle of the pandemic. And not done yet. There's still lots of work to be done and lots of improvements to be made. But we feel like we have the right people, and we chose the right partners to get that done, and I'm looking forward to us spending the rest of the year making sure that we do that right. And finally, we have an opportunity in 2020 to continue to be there for our communities and for our clients, just as we have the past 3 or 4 months and 15 years, really. And looking forward to seeing how we might continue to do that over the remainder of 2020 as we work as a community to get through the challenges that we face. So I appreciate, again, all the shareholders' participation and support and trust, and I appreciate the Board's trust and confidence. And most importantly, I appreciate the trust and confidence and teamwork of our -- now almost 600 strong employee base, and look forward to seeing what comes next. Happy to answer any questions, Mr. Chairman, that might be out there.

All right. Jude, I don't believe we have any questions. Thank you for those remarks. This concludes the 2020 Annual Meeting of Shareholders. Thank you all for your participation this morning. Have a great day. Thank you.

This concludes the meeting. You may now disconnect.