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

Hello, and welcome to the Annual Meeting of Shareholders of Business First Bancshares, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Jude Melville, Acting Chairman of the Board, Mr. Melville, the floor is yours.

Okay. Thank you, and good morning, ladies and gentlemen, and welcome to the 2024 Annual Meeting of Shareholders of Business First Bancshares, Inc. I'm Jude Melville, acting 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 important to us. Although our shareholders who are attending virtually will not be able to speak verbally during the meeting today, you have two ways to ask questions or make statements. First, when you register to participate in the virtual meeting, you are given an opportunity to submit a question in writing. We have those questions, we'll read them and respond to them later in the meeting. Second, you can submit a question in writing during this meeting [ through ] Q&A function on this virtual meeting website. We'll also use the Q&A function to receive seconds to motion that's not received in-person in the boardroom. As with the questions submitted during the registration process, we will read and respond to the 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 are 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 your screen now, and you can click on each document to access it. We ask that in fairness to all shareholders attending this meeting, you honor the rules of conduct. Please take a moment to permit 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 4 items of business on this morning's agenda. One, to elect [ 16 ] directors to serve on the Board of Directors of the company until the company's 2024 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 the sale and pay proposal. Number three, to ratify the appointment of FORVIS, LLP as the independent registered public accounting firm of the company for the year ending December 31, 2024. Four, to approve the 2024 equity incentive plan. Before we proceed with the formal business of this meeting, I'd 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, all of them who have joined this meeting today, either virtually or in-person. As I mentioned earlier, I'm Jude Melville, and I'm acting Chairman, President and Chief Executive Officer of holding company and b1BANK. Also joining us are James J. J. Buquet, Carol Calkins, Ricky Day, John Ducrest, Mark Folse, Vernon Johnson, Rolfe McCollister, Andrew McLindon, Patrick Mockler, David Montgomery, [ Arthur ] Price, Amy Quirk, [ Kennith Smith ], Keith Tillage and Steve White. Next, I would like to introduce the bank's executive officers who are attending this meeting. Jerry Vascocu, EVP, Chief Administrative Officer; Philip Jordan, EVP, Chief Banking Officer; Greg Robertson, EVP and Chief Financial Officer; Keith Mansfield, EVP, Chief Operations Officer; Kathryn Manning, EVP, Chief Risk Officer; Warren McDonald, EVP, Chief Credit Officer; Saundra Strong, EVP, General Counsel and Corporate Secretary; and Chad Carter, EVP, Correspondent Banking. We appreciate the hard work and dedication of all of our directors and employees and appreciate their attendance today. I would also like to introduce our guests that have been invited to attend today's meeting. Ashley Ensley, a partner with FORVIS LLP, our independent auditors; and Tammie Marshall for Computershare Trust Company, our transfer agent. Following the formal part of this meeting, I'll provide management's remarks. And at that time, there will be a Q&A 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 a formal tabulation of the votes. All persons who were shareholders of record as of March 28, 2024, the record date for the meeting; are entitled to vote at this meeting. Strong 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 first is the certified list of the shareholders of the company as of the close of business on the record date. And the second is an affidavit, it's the mailing on or about April 10, 2024 of first, a notice of the meeting, and second, notice of Internet availability of the proxy materials. I'm pleased to report that at least the 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, Saundra. Please file these materials with the minutes of the meeting. 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 2024 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. Polls will remain open until immediately after any discussion on today's proposals. The first item on the agenda for this meeting is the election of 16 individuals to serve as directors of Business First Bancshares. I now call on Saundra Strong, the company's General Counsel and 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 10, 2024 and is presented at this meeting by the Board of Directors. Proposal is to elect the following 16 nominees to serve as directors of Business First Bancshares with terms expiring at the 2025 annual meeting with shareholders: James J. Buquet III, Carol M. Calkins, Ricky Day, John P. Ducrest, Mark Folse, Vernon Johnson, Rolfe H. McCollister Jr, Andrew McLindon; David R. Melville III, Patrick E. Mockler; David A. Montgomery Jr, Arthur J. Price, Amy Clark, Kenneth Smith, Keith A. Tillage and Steven G. White.

Our Board of Directors has recommended that these individuals be elected as directors of Business First Bancshares. Is there a motion? Do I hear a second? Thank you. Is there any discussion on the proposal? There being no other nominations properly made in accordance with our bylaws, I declare the nominations close. Is there any discussion on the proposal? Okay. Thank you. With no further discussion. I'll now call Saundra Strong to identify the second proposal.

Mr. Chairman, I present to the meeting the following proposal, which is described in the proxy statement dated April 10, 2024 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 2024.

Our Board of Directors has recommended the approval on a nonbinding advisory basis of the compensation of the company's NEOs. Is there a motion? [ Do I ] hear a second? Thank you. Is there any discussion on the proposal? Okay. Thank you. There being no further discussion, I will now call in Saundra Strong to identify the third proposal.

Mr. Chairman, I present the meeting the following proposal, which is described in the proxy statement dated April 10, 2024 and is presented at this meeting by the Board of Directors. The proposal is to ratify the appointment of FORVIS, LLP as the auditor for Business First Bancshares for the year ending December 31, 2024.

Our audit committee has appointed FORVIS, LLP to serve as the independent auditor of the company for the year ending December 31, 2024. The Board has recommended that the appointment be ratified by the shareholders at this meeting. Do I hear a motion that the appointment of FORVIS, LLP be ratified by the shareholders? Do I hear a second? Do you have any discussion on the proposal? Thank you. There being no further discussion, I'll now call on 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 10, 2024 and is presented at this meeting by the Board of Directors. The proposal is to approve the 2024 equity incentive plan.

Our Board of Directors has recommended the approval of the 2024 equity incentive plan. Is there a motion? Do I hear a second? Is there any discussion on the proposal? There being no further discussion, we will now proceed with voting on the proposals. Secretary, please identify the voting required on the proposals.

With respect to the proposal to elect directors, our directors will be elected by majority vote. Therefore, each of the 16 nominees will be elected to our Board of Directors if they receive at least a 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 the votes cast in favor of the proposal exceeds those cast against the proposal. The ratification of FORVIS, LLP as our independent auditor for the year ending December 31, 2024 requires the approval of at least the majority of the votes cast, either in-person or by proxy at this meeting. And the 2024 equity incentive plan will be adopted if those cast in favor of the proposal exceeds the votes cast against the proposal.

All right. Thank you, Saundra. Unless there are any questions regarding the voting procedures, we will close the poll shortly. So if you wish to vote it and have not done so, now is the time to vote either in-person or through the virtual meeting website. If you have previously voted and do not wish to change your vote, you do not need to vote at this meeting. If you've not yet voted, now is your last chance to vote in-person or by using the voting function 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. Once we receive a request through the Q&A function on the meeting website to extend the period for casting votes within the next 30 seconds, we will close the voting polls. [Voting]

Okay. I now declare the polls closed. I will 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'm pleased to report the following results. The 16 individuals nominated to serve as directors of Business First Bancshares, Inc. have been duly elected. The compensation for the company's NEOs for 2024 has been duly approved on a nonbinding advisory basis. The proposal to ratify the appointment of FORVIS, LLP as our auditor for 2024 has been approved. And the proposal to adopt the 2024 equity incentive plan has been 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 of this meeting.

Okay. 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 hereby move that we adjourn the meeting. Do I hear a second? I'd like to thank all of you for attending the 2024 Annual Meeting of Shareholders. I would also like to express my appreciation to all the shareholders who submitted their proxies, but were not able to attend the meeting. The directors, officers and employees of Business First Bancshares appreciate the loyalty and confidence of all of our shareholders. The business portion of this meeting is hereby adjourned. Okay. Well, thank you all for that formality, which it's interesting that some of that can go so [ far of ] the time can see. So we've been waiting with such [indiscernible] before we get here and glad to be here for another year. And I want to thank, first, the shareholders. If you look at our shareholder list, we have a long record of folks that have been with us for a long time, either institutional from -- when we went public or b1BANK's original shareholders or long-time shareholders of the banks that we've been fortunate enough to partner with through the years and not -- a loyalty and sticking with us is something that means a lot, particularly in uncertain times. And it feels like a lot of our career has been uncertain, just given all the various things that have happened and knowing that we have a solid group of not just interested but vested shareholders behind us certainly moved a lot as we told about our work. I also want to thank our Board, all of whom are present today and all of whom play an active and important role in the life of the bank. I am acting Chairman this year because we did have Bob Greer's passing earlier this year. It's the -- it's our fourth board member over our time together that passed during the time that they've served as Board members or immediately thereafter. And I think one of the things that kind of sets us apart as a Board is relative to a lot of community banks that I've been around and been a part of is our ability to continue to evolve. There are a lot of companies that unfortunate things happen such as that, and they struggle because they haven't done some of the hard work to think about succession and think about what comes next. Our Board certainly has given a lot of thoughts to that, and Bob gave a lot of thought to that. And so I want to say that I'm proud of us, proud of you all for being able to evolve. We have [ some ] passings and sadness. We also have a lot of reasons to be excited, and we have some additions, right? We have Amy Quirk. This is her first time as a Board members to be active in a shareholder meeting. And over the past 3 or 4 years, we've added 3 or 4 other Board members, and they've all -- they've each added to the corpus in unique ways. And I look forward to continuing to help the Board evolve over time. I want to thank our outside partners, the audit firm that we approved today to continue doing work with has been an invaluable partner, Ashley Ensley and other members of her team. And I know that as she transitions into a different role and we have a new partner representing FORVIS over time that, that will be just as beneficial and meaningful of our relationship as it has been. As a bank, it's important to us that our clients have good audit firms at this point of the ways that we feel confident that we know what's happening, right? And even being a small bank, we're still relatively complex and have a lot of moving parts. And having an auditor that has credibility to the outside world is something that's extremely valuable to us. And I appreciate also not just the stamp of validity, but the actual internal conversations and the guidance that we've been fortunate to receive over the years. I'd also like to thank our comp consultant [indiscernible] one of those things that is probably, for me personally, one of the most uncomfortable parts of being CEO. How do you manage to strike the right balance protecting the bank, but also making sure that we barely and attractively compensate good talent? Because talent is what we need to be a good bank. But again, we need to do so in a responsible way. And we need to do so not only a way that's responsible, meaning an alignment of the employees with the bank's overall performance, but we need to do so in a way that the outside world believes it's done in the right way. Part of being a public company and having shareholders is establishment of a trust. And so [indiscernible] has helped us this year make big strides in terms of making sure that things we're doing are not only right, but are perceived to be right. And I think that, that was certainly validated by the positive results in the vote. And not only the yes votes, but the responsiveness of the voting process. This is the early second ever [ I remember ] having [ hitting forms ]. I think that's a good sign of people's and shareholders' confidence in the things that we're doing. And our outside partners help make sure they feel that way. So I'm appreciative of that. Also, I want to always take any opportunity I get to thank our regulatory partners. We have a good healthy relationship, and we [ fully respect ] all of our regulators. And the successes that we've had are certainly doing more to their counsel and advice and interactions. Finally, I want to thank our team, Dave [indiscernible] so many of whom are here and -- we have almost 800 employees now, which is hard to believe, but 800 employees spread over, I think, maybe [ 15 ] states. I mean, we have people in different states now, not just where we have a physical footprint, but in the modern world you end up -- or you want to be able to attract talent wherever you can get it and make sure you're working in such a way that we can tap into the best, and we've been successful making strides in that regard. So I want to thank our team for everything that they've done. 2023 was not the easiest year we've had. It wasn't the sexiest year we've had in terms of top line published results in some ways. But in some ways, it was the best year because we had to perform under more trying circumstances than we have had to in certain years. We also went through a year of transition internally, where we -- I would say we kind of grew up a little bit. When your company kind of go through different stages of the life cycle, and we were all together or most of us were together when we were born, given birth, I guess, would be a way to put it, to take my metaphor to its extreme. And then had a lot of exciting kid years, where we grew quickly. And I kind of feel now that we are exiting our teenage years, if you will. Making that transition, how do you make sure that we're not only surviving the infancy and the childhood, but then prepared to be adults and prepared to be long lasting, and 2023 was a year in which we did a lot of that. We managed to work our way through the perceived liquidity crisis in a way that highlighted some of the good things about our balance sheet that we may not even have been aware of. So that was a positive learning how to kind of talk about our own strengths and figure out how to express that to others. 2023 was a year in which we added a number of people to help prepare us for this -- these college years, I guess, [ interim ], people that have experience with larger banks, but still have the right community bank mindset and personality and ability to connect with our employee base and with our client base. And it was a year in which we adjusted our priorities somewhat. So we have historically been -- for a purpose, but we historically have been prioritizers of growth. We want to be sure that we were achieving a certain scale and achieving a certain diversification of risk. And this year, we began to [ show it ]. In 2023, we're really in earnest, begin to transition to -- away from growth to get to some asset size and towards growth for profitability, we looked for health's sake. And 2023 was a year in which we were doing that anyway. But of course, with the [indiscernible] and the macro environment, it almost made it easier in some ways to make that transition. But we really have -- beginning with the -- you can see over the course of 2023 as we've kind of downshifted our growth on the loan side and increased our growth on the deposit side to make sure that we were entering 2024 in a balanced position. And then you can see that carry over a little bit into 2024 already, where we achieved good growth -- good healthy growth on both sides. And so I'm excited about the fact that I think we're -- we come out of 2023 with a transition mindset about what it is to win. Not just about getting bigger, it's about being better. And so certainly ended up being a very memorable year for us in that regard. 2024 is about now taking that solid base and adding incremental healthy expansion to it. Again, we started off already, we've had a very solid first quarter of growth, a healthy growth. We announced a couple of weeks ago an acquisition in Dallas, about $800 million bank, a new partner that we're excited to work with. And each of our partners that we've been fortunate enough to strike a deal with over the past [ 7 ] years has added more than just assets to the bank in terms of capabilities, in terms of people, many of whom might not have known how much they had to offer until they had a chance, so they'd be a part of our organization and -- so we're excited to see how that develops in Dallas as well. And then we also will work on and are already showing positive signs of increase in noninterest income. So when you think about growth, it's not just about assets, again anymore, it's about capabilities. And so we were able, in February, to purchase a company in Houston that provides back office support for SBA development. That is in addition to 3 other lines of business that we have that are [ fee ] oriented as opposed to interest oriented, and they're geared towards serving other community banks. And 2024 will be a pivotal year for us in terms of prioritizing the development of that side of the bank. Finally, 2024 will be a [ favorable ] year for us in terms of growing in technological capabilities. We have a number of technological innovations underway and projects and culminating with a conversion of our core beginning of next year, so 2024, a year in which we grow in terms of our internal technological capabilities, which is a definition of growth, but one that I'm just as excited about as I have been about asset growth in the future. And that [ used ] different solidification process in 2023 and then the incremental growth that we're taking on in 2024, I think, sets us up very well to think about 2025 as the year in which we kind of reimagine what our future is like. We embarked 4 years ago, almost 4 years ago, I guess, 3.5 years ago, on a 5-year plan. We should finish this year a year ahead of our 5-year plan in 2024. And if you recall, that had kind of 3 major overarching elements. We wanted to double in size. We felt like there were some efficiencies of scale and some of the advantages that we -- being bigger [ that we ] need it to take advantage of. We will do that. We will accomplish that by the end of this year. We wanted to diversify some of our risks, both on the credit side and the production side. And that for us meant having close to half of our assets be outside of Louisiana, so not giving up on Louisiana, but realizing there are other parts of the world where we can offer services to our clients. And we'll be close to doing that by [ the end ] of 2024. I want to emphasize it doesn't mean pulling back from Louisiana. Over the past 6 years, we've more than doubled our size in Louisiana, even while we've added other elements from a [indiscernible] in Texas, that's before you consider the acquisition that we just announced. So good growth has ended up putting us in a diversified position that we hope to [indiscernible]. And we wanted to be among the top performers from an earnings perspective, and we have fundamentally shifted our earnings profile and our structural profitability to a different plateau then we were when began the 5-year plan. And we're not yet where we want to be. But I think 2024 is going to be a good step -- another good step in that direction and bodes well for 2025 and the long-term opportunities that we have. So look forward to figuring that out with everybody what our next 5-year plan will be and could not be -- we would not have that opportunity if we hadn't had all these previous years of successful [ job ]. So thank you for joining us today. And if there are any questions from anybody, I'd be happy to try to answer them. Do you want to ask? We appreciate, again, everybody being here, and we look forward to seeing you all next year. Okay. I think I will now turn the call back over to -- actually, this concludes the meeting, so we can now disconnect. Thank you.

Thank you. This concludes the meeting for today. You may now disconnect.