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

Hello, and welcome to the Annual Meeting of Shareholders of Business First Bancshares. 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. Mr. Greer, the floor is yours.

Thank you. Good morning, ladies and gentlemen, and welcome to the 2021 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. 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 have two ways to ask questions or make statements. First, when you registered to participate in the virtual meeting, you were given an opportunity to submit a question in writing. We have those questions. We'll read them aloud and respond to them in the meeting. Second, you can submit a question in writing during the virtual meeting through the Q&A function on this virtual meeting website. We will also use the Q&A function to receive second to motions. As with the questions submitted during the registration process, we will read and respond to appropriate questions later in the meeting. A couple of other housekeeping announcements. First, there are several documents that you may want to access during the meeting. When you registered, you should have received a copy of the agenda and rules of conduct of today's meeting. The company's proxy statement and annual report are located on your screen now. And you can click on each document to access it. We ask that, in fairness to all shareholders attending the meeting, you honor the rules of conduct. Let me take a moment to familiarize yourself with the rules. In accordance with the rules -- in accordance with the notice of the meeting that was previously delivered to all of our shareholders, I hereby call this meeting to order. Before we begin our business meeting, I would like to take a moment of silence in honor of our founder, Buddy Roemer, who passed away on May 17. So can we take a moment of silence, please? Thank you. There are four items of business on this morning's agenda: one, the election of directors; two, a proposal to approve, on a nonbinding advisory basis, the compensation of the company's named executives or the say-on-pay proposal; three, a proposal to approve, on a nonbinding advisory basis, whether the nonbinding advisory votes on the compensation of the company's named executive officers could occur every 1, 2 or 3 years or the say-on-frequency proposal; four, a proposal to ratify the appointment of Dixon Hughes Goodman as our auditor for the year ending December 31, 2021. Before we proceed with the formal business of the meeting, I would like to mention that Jude Melville, who's President and Chief Executive Officer of our holding company and b1BANK; Whitney Dees, Corporate Secretary of our holding company and b1BANK; our President as well as our executive team, which are also shareholders. We appreciate the hard work and dedication of all our directors and employees. Now I would like to introduce a few guests that have been invited to attend today's annual meeting: Kevin Strachan of the law firm of Fenimore, Kay, Harrison & Ford, our legal counsel; Ashley Easley, our partner with Dixon Hughes Goodman, 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. Whitney Dees will act as secretary of this meeting and will announce the tabulation of the votes. Whitney Dees and Tammie Marshall of Computershare have been appointed and agreed to serve as vote inspectors for this meeting and will conduct the formal tabulation of the votes. All persons who are shareholders of record as of April 1, 2021, the record date for the meeting, are entitled to vote at this meeting. Whitney Dees, 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: a certified list of shareholders of the company as of the close of business of the record date, an affidavit to the mailing on or about April 12, 2021, of: number one, a notice of this meeting; and two, a notice of Internet availability of proxy materials. I am 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, Whitney. 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 2021 Annual Meeting of Shareholders. If you wish to vote at the meeting and have not done so, you should do so now by following the instructions on the virtual meeting website. If you have previously voted a proxy and your vote has already been recorded and you do not need a vote during this virtual meeting, unless you wish to change your vote. The polls will remain open until immediately after any discussion on today's proposals. Proposal 1, the first item on the agenda of this meeting is the election of 17 individuals to serve as directors of the Business First Bancshares. I now call on Whitney Dees, secretary of this meeting, to identify the proposal.

Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 1, 2021, and is presented at this meeting by the Board of Directors. The proposal is to elect the following 17 nominees to serve as directors of Business First Bancshares with terms expiring at the 2022 Annual Meeting of the Shareholders: Drew C. Brees; James J. Buquet, III; Carol M. Calkins; Ricky D. Day; John P. Ducrest; Mark P. Folse; Robert S. Greer, Jr.; J. Vernon Johnson; Rolfe H. McCollister, Jr.; Andrew D. McLindon; David R. Melville, III; Patrick E. Mockler; David A. Montgomery, Jr.; Arthur J. Price; Kenneth W. Smith; Keith A. Tillage; Stephen G. White.

Our Board of Directors has recommended that these individuals be selected as directors of Business First Bancshares. Is there a motion?

I move.

I have a motion. Do I have a second?

Second.

Any discussion? Thank you. There being no discussion, I now call Whitney Dees to identify the second proposal.

Mr. Chairman, I present to this meeting the following proposal, which is described in the proxy statement dated April 1, 2021, and is presented at this meeting by the Board of Directors. The proposal is to approve, on a nonbinding advisory basis, the compensation for the company's named executive officers or NEOs for 2021.

Our Board of Directors has recommended the approval, on a nonbinding advisory basis, the compensation of the company's NEOs. Is there a motion?

I move.

I've got a motion. Do I have a second?

Second.

I have a second. Is there any discussion? Thank you. There being no discussion, I will now call on Whitney Dees to identify the third proposal.

Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 1, 2021, and is presented at this meeting by the Board of Directors. The proposal is to approve, on a nonbinding advisory basis, whether the shareholder advisory vote on the compensation of the company's NEOs should occur every 1 year.

Our Board of Directors has recommended the approval, on a nonbinding advisory basis, of 1 year as the frequency regarding how often the company should solicit a nonbinding advisory vote on the compensation of the company's NEOs. Is their motion?

I move.

I got a motion.

Second.

I got a second. Is there any discussion? Thank you. There being no discussion, I now call on Whitney Dees to identify the fourth proposal.

Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 1, 2021, and is presented at this meeting by the Board of Directors. The proposal is to ratify the appointment of Dixon Hughes Goodman LLP and the auditor -- as the auditor for Business First Bancshares for the year ending December 31, 2021.

Our Audit Committee is appointing Dixon Hughes Goodman to serve as the independent auditor of the company for the year ending December 31, 2021. The Board has recommended that the appointment be ratified by our shareholders at this meeting. Do I hear a motion for the appointment of Dixon Hughes Goodman be ratified by the shareholders?

Motion.

I got a motion. Do I hear a second?

Second.

Any discussion on the proposal? There being no discussion, we will proceed with voting on the proposals. Will the secretary please identify the voting required on the proposals?

Mr. Chairman, with respect to the proposal to elect directors, our directors will be elected by a majority vote. Therefore, each of the 17 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 proposal to approve, on a nonbinding advisory basis, the compensation of the company's NEOs will be adopted if votes cast in favor of the proposals exceed the votes cast against the proposal. With respect to the proposal to approve, on a nonbinding advisory basis, whether a shareholder advisory vote on the compensation of the company's NEOs should occur every 1 year, if none of the alternatives receive a majority vote cast, the company will consider the alternative that receives the highest number of votes cast to be the frequency selected by these shareholders. The ratification of Dixon Hughes Goodman LLP as our independent auditor for the year ending December 31, 2021, 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 function on the virtual meeting website. If there are any questions regarding the voting procedure, please use the Q&A function to ask them now. There being no further discussion on the proposal, we will now close the polls. Please vote now if you've not already voted. Unless we receive a request through the Q&A function of the virtual meeting website to extend the period for casting ballots, within the next 30 seconds, we will close the voting polls. [Voting]

I now declare the polls closed. I'll now ask that our vote inspectors complete the tabulation of the votes. Madam secretary, have 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 in person, I am pleased to report the following results. The 17 individuals nominated to serve as directors of Business First Bancshares, Inc. have been duly elected. The compensation of the company's NEOs for 2021 have been duly approved on a nonbinding advisory basis. 1 year has been duly approved on a nonbinding advisory basis as the frequency regarding how often the company should solicit a nonbinding advisory vote on the compensation of the company's NEOs. And the proposal to ratify the appointment of Dixon Hughes Goodman LLP as our auditor for 2021 has been duly approved. Official voting results will be posted in the 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 this 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 thereby move that we adjourn the meeting. Is there a second?

Second.

I would like to thank all of you for attending the 2021 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, to provide management remarks, following which we will address any questions that we have received. Jude, the floor is yours.

Okay. Thank you, Bob, and thank you, Whitney, and good morning, everybody. Thank you for being here and/or calling in. I apologize that I'm not there in person. I'm actually on my way to a celebration for Buddy at the moment at his house, and the Board is celebrating his life, and in particular the impact he had on us as an organization. Buddy was a man of great vision and energy and optimism. And he hopes then those values would permeate and be wonderful through the years. And it certainly is one of my primary goals as a leader to continue with the motion of the vision that he began. I also wanted to take a second to remember John Graves, who is another of our early, early Board members, who unfortunately pass away this year. And I just want to make mention of what impact he had on our company and on me personally. He also is a man of vision and optimism and energy. And although he provided many benefits to our association over the years, I want, in particular, since we might have some of the shareholders on the call today, I want to especially mention the support and help he gave us during our first acquisition. As you know, if you've been a part of the bank for a while, we've completed four acquisitions, and they've been a key part of our growth over the years. And therefore, there has to be a start. There has to be a first one. And that was American Gateway Bank in West Baton Rouge. And John was very connected and a part of that community and he provided a lot of help and support as we integrated it, probably more than any other Board member. I appreciate that and certainly miss his impact and his influence. So I do want to talk for a second about the past year. And just to kind of put it into context though, I think it's important to remember where we were last year. It's really hard to overstate the difference in mood and spirit between this year and this time a year ago. You'll remember that we were in the depths of the COVID crisis and almost any frame of reference you might want to provide, there was uncertainty and concern and potential danger. And so anything that we did over the past year, I think, has to be looked at in the context of that crisis that we faced together. And certainly, I say that not to defend anything we've done, but because it's been a terrific year, but just to magnify the steps that we were able to take and remember how far we've come over a year. A few kind of major events that I'll report. First is that response to the COVID crisis. And I'm so proud of us as a company and as a group of people in how we responded, both taking care of our own in terms of our employees but also in terms of our clients and the broader community in which we operate. We provided over $500 million worth of PPP funding, which on a pound-for-pound basis, I would feel pretty confident is as strong, if not stronger, than any bank in the state. We also were the only bank in our area that participated heavily in the Main Street program that the Federal Reserve made available. And we were able to provide almost $350 million to clients in need through that program, so also proud of our guys and women for the impact that they had being there in the time of need for our clients and even while they had personal needs. And I think not only that helped our state make it through the crisis, but I think solidified our relationships and set us up well for future issues that might arise. We also -- and it's easy to forget in the midst of the crisis, but we also consummated one of the largest Louisiana-on-Louisiana bank mergers in the history of the state with our acquisition of Pedestal. And we did that during the crisis, not only consummated it but integrated it successfully from the context of the IT systems and the processes and procedures and the client base but also in terms of the social integration. I'm very pleased with the spot in which we find ourselves, acting as a unified bank relatively quickly, given the size of the merger in the current context. I'd be remiss if I didn't mention just the basic financial facts. We had an extremely successful year in terms of earnings, not only earnings but the increase in earnings and an increase in ROA, went from being a kind of $1.80 a share-type company to over $2 a share on an annualized basis, and the first quarter of this year actually at $0.60. So certainly, very pleased about those financial results and look at them as proof that the strategy around the merger was a successful one and that we executed it the way we should have. I also want to mention because this is a shareholder call, I want to mention the fact that we also increased the dividend last month by 20%. So in a time in which there were some concern about earnings and dividends across the banking industry, we've performed at a level strong enough that we feel comfortable returning even more money to our shareholders in the form of a larger dividend. So we've now, over the past 5 years, been able to increase that on an annual basis and are also proud of that management of our capital. We -- final thing I'll mention, just to keep it brief, although we certainly could talk for hours about the accomplishments over the past year. I want to mention we took a really big step in a low, low rate environment and in an industry that is under attack for -- from a lot of variants, both within the industry and out there. Any bank that's going to thrive in the future, it has to begin to look beyond spread income as sources of revenue. And so we took our initial step in terms of running the foundation of noninterest income through the acquisition of Smith Shellnut Wilson, who's a wealth manager group out of Jackson, Mississippi. So we also moved into our third state with that acquisition. And we look forward to developing those relationships and broadening our relationship with our current client base. And more to come on that, we've only been closed for a couple of months now. So that will be one of our major projects for 2021. If you threw in the resources there and then if you think about the increase in our investment in Dallas in the high-growth areas, Dallas now is about 15% of our asset exposure. So in addition to strong financial performance, it's a much more diversified performance than it has been in the past. And we know that will bode well for the future. A lot of times in the business, so it's not just the metrics, it's the -- or the quantitative, it's also the qualitative. And so we feel like this year has been a year in which we really established our presence, if you will, in the economic landscape of our region. And in the banking industry, we're now the second-largest bank headquartered in Louisiana by assets and the largest bank in Louisiana as measured by deposits and feel like with our team that we have and our Board, we feel like we are poised to take on whatever challenges and opportunities might present themselves over the next year. And given the past couple of years, I won't try to predict what those will be and certainly that's a difficult task. But I do feel like we are prepared to take advantage of whatever situation might result over the next -- over the coming year and years. So I'll just -- I'll close there, and I'm happy to answer any questions. But just again, I want to thank the Board for their support. I want to thank the shareholders for their support and clients' relationship and primarily the employee base for their loyalty and commitment and hard work. And it's nice to see it paying off in such a way. So Bob, I'll stop there. But I'm certainly happy to answer any questions that anybody might have if you'll relay them to me.

Okay. Jude, we have no questions. I appreciate your remarks, drive carefully. I would say this concludes the 2021 Annual Meeting of Shareholders. Thank you all for your participation in this meeting.

Okay. Thanks, everybody. Have a good day.

This concludes the meeting. You may now disconnect, and have a pleasant day.

Okay. Thank you, Chris.

You're welcome.