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

Hello, and welcome to Annual 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, Chairman of the Board. Mr. Greer, the floor is yours.

Good morning, ladies and gentlemen, and welcome to the 2022 Annual Meeting of Shareholders of Business First Bancshares. I am Bob Greer, the Chairman of the Board of Business First Bancshares, and I'll act as Chairman of this meeting. Being able to hear from our shareholders is also important to us. Although our shareholders who are attending virtually would not be able to speak verbally during the meeting, you have 2 ways to ask questions or make statements. First, when you register to participate in a virtual meeting, you were given an opportunity to submit a question in writing. We have those questions, we'll read them, allow and respond to them later in the meeting. Second, you can submit a question in writing during the meeting through the Q&A function on the virtual meeting website. We'll also use the Q&A function to receive seconds, the motions to the extent not received in-person in the boardroom. 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 for today's meeting. The company's proxy statement and annual report are located on our screen now. And you can click on each document to access it. We ask that the fairness -- in fairness to all the 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, as previously -- that was previously delivered to all of our shareholders, I, hereby, call this meeting to order. There are 4 items of business in this morning's agenda. One, to elect 17 directors to serve on the Board of Directors of the company until the company's 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified; number two, to approve on a nonbinding advisory basis the compensation of the company's NEOs; number three, to approve the 2022 amendment to the 2017 equity incentive plan attached to the company proxy statement as Appendix A; number four, to ratify the appointment of Dixon Hughes Goodman as the independent registered public accounting firm of the company for the year ending December 31, 2022. Before we proceed with the formal business of this meeting, I would like to make a few introductions. First, I would like to introduce to you the directors of our holding company and bank. In addition to me, most of whom have joined this meeting today either virtually or in person. Jude Melville, who is also the President and Chief Executive Officer of the holding company at b1BABNK, Drew Brees, J.J. Buquet, Carol Calkins, Ricky Day, John Ducrest, Mark Folse, Vernon Johnson, Rolfe McCollister, Andrew McLindon, Patrick Mockler, David Montgomery, Art Price, Keith Tillage and Steve White. Kenneth Smith is unable to attend today and sends his regards. Next, I would like to introduce the bank's executive officers who are attending this meeting. Greg Robertson, Executive Vice President and Chief Financial Officer; Philip Jordan, Executive Vice President and Chief Banking Officer; Keith Mansfield, Chief Operations Officer; Kathryn Manning, Chief Risk Officer; Mimi Singer Lee, Executive Vice President and Chief Human Resource Officer; Jesse Jackson, Executive Vice President and President of Financial Institution Group; Warren McDonald, Chief Credit Officer; Saundra Strong, General Counsel and Corporate Secretary. We appreciate the hard work and dedication of all our directors and employees. Finally, I would also like to introduce our guests that have been invited to attend today's meeting. Ashley Ensley, our partner with Dixon Hughes Goodman, our independent auditors; Tammie Marshall, for Computershare Trust Company is going to be 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. Saundra Strong will act as Secretary of this meeting and will announce the tabulation of the votes. Saundra Strong 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 28, 2022, the record date for this meeting are entitled to vote at the meeting. Ms. Strong as secretary of this meeting, please report on the notice of this meeting and the affidavit of this mailing.

Mr. Chairman, I present to the meeting the following documents: first is a certified list of the shareholders of the company as of the close of business on the record date; and the second is an affidavit as to the mailing on or about May 11, 2022, of notice of this meeting and the 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 and accordingly, a quorum is present, and we are authorized to proceed with the business of the meeting.

Thank you, Saundra. 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 2022 Annual Meeting of Shareholders. If you wish to vote at the meeting and have not yet done so, you should do so now. If you have previously submitted a proxy then your vote has already been recorded, and you do not need to vote during this meeting unless you wish to change your vote. The polls will remain open until immediately after any discussion on today's proposals. The first item on the agenda of this meeting is the election of 17 individuals to serve as directors of Business First Bancshares. I now call on Saundra Strong, the company's General Counsel and Secretary for 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 28, 2022, 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 2023 Annual Meeting of Shareholders. Drew Brees, J.J. Buquet, Carol Calkins, Ricky Day, John Ducrest, Mark Folse, Bob Greer, Vernon Johnson, Rolfe McCollister, Andrew McLindon, Jude Melville, Patrick Mockler, David Montgomery, Art Price, Kenny Smith, Keith Tillage and Steve White.

Our board of directors has recommended these individuals be elected as directors of Business First Bancshares. Is there a motion? I have a motion.

I move.

I have a motion. I have a second. Is there any discussion on the proposal? Thank you. There being no discussion, I now call in Saundra Strong to identify the second proposal.

All right. The second proposal, which is also described in the proxy statement dated April 28, 2022, and is presented at this meeting by the Board of Directors is a proposal to approve on a nonbinding advisory basis, the compensation for the company's named executive officers or NEOs for 2022.

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

I move.

I have a motion.

Second.

I have a second. Any discussion on the proposals? Thank you. There being no discussion, I now call on Saundra Strong to identify the third proposal.

Mr. Chairman, I present the meeting, the following proposal, which is also described in the proxy statement dated April 28, 2022, is presented at this meeting by the Board of Directors. The proposal is to approve the 2022 amendment to the 2017 equity incentive plan.

Our Board of Directors has recommended the approval of the 2022 amendment to the 2017 equity incentive plan. Is there a motion?

I move.

I've got a motion. I've got a second. Any discussion? Thank you. There being no discussion, I'm now calling Saundra Strong to identify the fourth proposal.

Mr. Chairman, I present to the meeting the following proposal, which is also described in the proxy statement dated April 28, 2022, and is presented at this meeting by the Board of Directors. And 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, 2022.

Our audit committee is appointed Dixon Hughes Goodman to serve as independent auditor of the company for the year ending December 31, 2022, and the Board has recommended that the appointment be ratified by our shareholders at this meeting. Do I hear a motion to the appointment of Dixon Hughes Goodman to be ratified by the shareholders? I have a motion, I have a second. Is there any discussion on the proposal? There being no discussion, we will now proceed with the 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, 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 proposal exceeds the votes cast against the proposal. With respect to the proposal to adopt the 2022 amendment to the 2017 equity incentive plan, the proposal to amend our 2017 equity incentive plan will be adopted if the votes cast in favor of the proposal exceeds the votes cast against the proposal. The ratification of Dixon Hughes Goodman LLP as our independent auditor for the year ending December 31, 2022, requires the approval of at least the 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 either in person or 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 in person or by using the voting function in the virtual meeting website. If there are any questions regarding the voting procedures, please use the Q&A function to ask on now. [Voting]

There being no further discussion of the proposals, we have now closed the polls. Please vote now if you have not already voted, unless we receive a request through the Q&A function on 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 will now ask that our vote inspectors to 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'm pleased to report the following results. The 17 individuals nominated to serve as directors of Business First Bancshares, Inc. has been duly elected. The compensation for the company's NEOs for 2022 has been duly approved on a nonbinding advisory basis. The proposal to amend our 2017 equity incentive plan has been approved and the proposal to ratify the appointment of Dixon Hughes Goodman LLP as our auditor for 2022 also has been duly approved. Official voting results will be posted in our current report on Form 8-K to be filed within -- with 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 have a second. I would like to thank all of you for attending the 2022 Annual Meeting of Shareholders. I'd also like to express my appreciation to all the shareholders who submitted their proxies, who were not able to attend the meeting. 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, who'll provide the management's remarks, following which we will have addressed the questions received from shareholders prior to the meeting to the Q&A function. Jude?

All right. Thanks, Bob, and I echo Bob's thoughts about thanking everybody for their participation and for being here and who are participating even if you're not here is kind of a fascinating process to watch unfold. I have now another one in books. I want to thank Francis for coming as I do every year. He's got the record for nonemployee participation in these things. I think you've missed one, right, out of 16 years?

Yes. COVID. The year that was not counted...

The year of COVID, yes, now which I guess we are wondering. COVID, we all missed it ourself. So I appreciate your support and loyalty, which is representative of many folks out there that have been with us for a long time. So it hurt me this morning that last year, I gave this report while driving in my truck on the way to our founder's and my uncle's funeral, [ obituary for this ], which is sad but the positive part of it was that it was the shortest one I ever did. I'm pretty sure, it was the one I got the most compliments of. I think I will continue that trend by being very brief. I would just say, 1.5 years ago, the Board set out its new 5-year plan for the bank and that involved growth. There are benefits in banking for being larger, having some scale, involved that growth being healthy, making sure that we didn't grow at the cost of taking on too much risk. It involved diversifying our risk. So making sure that we continue to grow in our core home markets but also growing in other markets where we might continue to diversify that risk. And then I'd also involve making sure that we had a good focus on profitability. And if we can grow healthily and our money at the same time then good things should happen over time. And I'm pleased to report that over the past 12 months, we made progress beyond our actual goals on all those categories. So grew quite a bit, about $800 million, roughly, organically, and through acquisition. Asset quality is as strong as it's ever been, given the metrics that we've produced in some of our shareholder material. We are now over 30% of our credit exposure, is outside of Louisiana. So even while we have grown our credit exposure in Louisiana. So we're making great progress against our diversification goals relative to geographic risk, industry risk. And then we also are now, we believe, southerly in 1% range on the ROA. And certainly room to improve going forward. But we feel good about our core earnings capability going forward. So a great year. A lot of work to continue, doing, a lot of excitement and optimism in general about our capabilities. What is a little different this year is there are -- there's some uncertainty, obviously, in the macro economy. And the good news, though, is as we think about that I don't know that we've ever been better prepared to deal with uncertainty. The 4 things that I just mentioned all position us not only to succeed, but hopefully also to be stronger when it comes to weathering storms. And then in addition to that, we've reached a point at which our brand power is stronger than it's ever been. So from being a trusted part of the community and a source of strength for that community, I think we're at an all-time peak. And then maybe most importantly, our managerial depth has never been trumpet both at the executive level and at the second and third levels. So many of us have been around the bank for quite a while and maybe more importantly, have weathered other crises over that time. And I really try to list here, there are number of crises in my mind that we've thought kind of gone through since we founded the bank, and I think originally -- I think I eventually just kind of begin to forget things. Because there've been -- it seems like every couple of years there's something. And over the long run, that'll be a good thing because it prepares us for what might come ahead. And so even though there's some trepidation about the next 12 months and the macros, I'm excited, and I think we're excited about our ability to take it on. And hopefully, continue the trends that we've put in place over the past 16 years. So with that, Saundra, unless there are questions that I need to answer, we'll conclude my remarks. Okay. Any questions in the room? Thank you all for participating, and thank you all for all the contributions that you've made to get us where we are. And thank you in advance for contributions that will get us where we're going to be.

Thank you, Jude. This concludes the 2022 Annual meeting of shareholders. Thank you all for your participation this morning.

This concludes the meeting. You may now disconnect.