8-K
Business First Bancshares, Inc. (BFST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 12, 2022
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 001-38447 | 20-5340628 |
|---|---|---|
| (State of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 500 Laurel Street, Suite 101<br><br> <br>Baton Rouge , Louisiana | 70801 | |
| (Address of principal executive offices) | (Zip code) | |
| Registrant’s telephone number, including area code:(225) 248-7600 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | BFST | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
Item 2.02 Results of Operations and Financial Condition.
On October 12, 2022, Business First Bancshares, Inc. (the “Company”) filed with the SEC an investor presentation in connection with its underwritten public offering of its common stock. The investor presentation contained preliminary, unaudited consolidated financial results as of and for the three and nine months ended September 30, 2022 as set forth below.
| Dollars in millions | As of September 30,<br><br> <br>2022 | ||
|---|---|---|---|
| Balance Sheet: | **** | **** | |
| Total Assets | 5,806.7 | 15% | |
| Gross Loans (Held for Investment) | 4,429.9 | 37 | |
| Total Deposits | 4,586.1 | 1 | |
| Loan/Deposit Ratio | 96.6% | — |
All values are in US Dollars.
| (1) Based on year-to-date organic growth through September 30, 2022. | |||
|---|---|---|---|
| Dollars in millions | For the three months ended September 30,<br><br> <br>2022 | ||
| --- | --- | --- | --- |
| Income Statement: | **** | **** | |
| Interest income | 63.5 | $161.6 | |
| Interest expense | 10.0 | 18.1 | |
| Net interest income | 53.5 | 143.5 | |
| Total noninterest income | 8.1 | 21.0 | |
| Total noninterest expense | 40.9 | 111.0 | |
| Pre-tax, pre-provision earnings | 20.6 | 53.5 | |
| Adjustments to noninterest income | (0.3) (1) | 0.5 (3) | |
| Adjustments to noninterest expense | 3.5 (2) | 5.5 (4) | |
| Total net adjustments | 3.2 | 6.0 | |
| Core pre-tax, provision earnings | 23.9 | $59.5 |
All values are in US Dollars.
| (1) Adjustments to noninterest income for the three months ended September 30, 2022 consist of $265,000 relating to reimbursement of storm expenditures and $7,000 realized losses on sale of securities. |
|---|
| (2) Adjustments to noninterest expense for the three months ended September 30, 2022 consist of $3,521,000 acquisition-related expenses. |
| (3) Adjustments to noninterest income for the nine months ended September 30, 2022 consist of $717,000 relating to losses on disposition of former premises and equipment, $265,000 relating to reimbursement of storm expenditures and $46,000 realized losses on sale of securities. |
| (4) Adjustments to noninterest expense for the nine months ended September 30, 2022 consist of $5,040,000 acquisition-related expenses and $501,000 occupancy and premises repairs. |
| (5) Core pre-tax, provision earnings is a non-GAAP financial measure. Management believes presentation of this non-GAAP financial measure provides useful supplemental information to investors to analyze the operating results of the Company’s core business. This non-GAAP financial measure is not necessarily comparable to non-GAAP measures that may be presented by other companies. A reconciliation of this non-GAAP financial measures to the most directly comparable GAAP financial measures is provided in the table above. |
| For the three months ended September 30,<br><br> <br>2022 | ||
|---|---|---|
| Net interest margin | 4.05% | |
| Net interest margin (1) | 3.92% | |
| Efficiency ratio | 66.5% | |
| Efficiency ratio (core) (2) | 61.0% | |
| (1) Net interest margin excludes $1,712,000 in loan discount accretion from the numerator. | ||
| --- | ||
| (2) Efficiency ratio (core) excludes $265,000 relating to reimbursement of storm expenditures and $7,000 realized losses on sale of securities from noninterest income and $3,521,000 acquisition-related expenses from noninterest expense. |
The information provided in this Item 2.02 is preliminary, is based solely on management’s estimates reflecting preliminary financial information, and remains subject to change as the Company completes additional procedures, including its normal quarterly closing procedures, and considers subsequent events, particularly as it relates to material estimates and assumptions used in preparing management’s estimates. The Company’s actual operating results for the third quarter may materially differ from these preliminary results. The foregoing preliminary results have not been compiled or reviewed by our independent auditors, FORVIS, LLP. FORVIS, LLP has not audited, reviewed, compiled or applied agreed-upon procedures with respect to these quarter- and year-to-date results. Accordingly, FORVIS, LLP does not express an opinion or any other form of assurance with respect thereto. This information constitutes forward-looking statements, and we caution you that these statements are subject to risks and uncertainties, including those referred to under “Cautionary Note Regarding Forward-Looking Statements” in this Current Report on Form 8-K and those other factors described in reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022.
Item 7.01. Regulation FD Disclosure.
On October 12, 2022, the Company issued a press release announcing an underwritten public offering of shares of its common stock, a copy of which is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release of Business First Bancshares, Inc., dated October 12, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
The information set forth in this Current Report (including the information in Exhibit 99.1 hereto) is being furnished to the Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under the Exchange Act. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Special Note Concerning Forward-Looking Statements
This Current Report on Form 8-K presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. You can identify these forward-looking statements in some cases through the Company’s use of words such as “believes,” “anticipates,” “expects,” “may,” “will,” “assumes,” “should,” “predicts,” “could,” “would,” “intends,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future or otherwise regarding the Company’s future business and financial performance and/or the performance of the banking and mortgage industry and economy in general.
Forward-looking statements are based on the information known to, and current beliefs and expectations of, the Company’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by such forward-looking statements. Actual results will also be significantly impacted by the effects of the ongoing COVID-19 pandemic; risks related to integration of acquired businesses, including Texas Citizens Bancorp, Inc.; changes in the strength of the U.S. economy and the local economy in our market areas; volatility and direction of interest rates and market prices; market liquidity; the impact of various actions taken by the U.S. federal government, the Federal Reserve, other banking regulators, state and local governments; the adequacy of our allowance for loan losses; and the impact that all of these factors have on our borrowers, other customers, vendors and counterparties. A number of important factors could cause actual results to differ materially from those contemplated by the forward-looking statements in this presentation including, without limitation, the risks set forth in “Forward Looking Statements” and “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 1, 2022, and risks set forth in other documents the Company files with the SEC. Many of these factors are difficult to foresee and are beyond the Company’s ability to control or predict. The Company believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. The Company does not assume any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as otherwise may be required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 12, 2022
| BUSINESS FIRST BANCSHARES, INC. | |
|---|---|
| By: | /s/ David R. Melville, III |
| David R. Melville, III | |
| President and Chief Executive Officer |
ex_431018.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE<br><br> <br>October 12, 2022 | Misty Albrecht<br><br> <br>b1BANK<br><br> <br>225.286.7879<br><br> <br>Misty.Albrecht@b1BANK.com |
|---|
Business First Bancshares, Inc. Announces Underwritten Public Offering of Common Stock
Baton Rouge, La. – Business First Bancshares, Inc. (NASDAQ: BFST) (Business First), parent company of b1BANK, announced today an underwritten public offering of 2,500,000 shares of its common stock at a public offering price of $20.00 per share. The net proceeds to Business First from the offering, after deducting the underwriting discount and offering expenses, are expected to be approximately $46,750,000.
Stephens Inc. is serving as the sole book-running manager for the offering. Raymond James & Associates, Inc. is serving as the lead manager for the offering and D.A. Davidson & Co., Hovde Group, LLC, Janney Montgomery Scott LLC and Piper Sandler & Co. are serving as co-managers for the offering.
Business First plans to use the net proceeds from the offering for general corporate purposes, which may include augmenting its capital, supporting future organic growth, funding potential acquisition opportunities, and redeeming certain of its subordinated debt.
Business First expects to close the offering, subject to customary conditions, on or about October 17, 2022.
The shares will be issued pursuant to an effective shelf registration statement (File No. 333-256605) Business First filed with the Securities and Exchange Commission (SEC), and only by means of the accompanying prospectus and a related prospectus supplement. Prospective investors should read the prospectus and other documents Business First has filed with the SEC for more complete information about Business First and the offering. Copies of these documents and the related prospectus supplement, when available, may be obtained at no charge by visiting the SEC’s website at www.SEC.gov. Copies of the prospectus and related prospectus supplement, when available, may also be obtained by contacting Stephens Inc., 111 Center Street, Little Rock, AR 72201, Attn: Syndicate (1-800-643-9691).
No Offer or Solicitation
This release does not constitute or form part of any offer to sell, or a solicitation of an offer to purchase, any securities of Business First. There will be no sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About Business First Bancshares, Inc.
As of June 30, 2022, Business First Bancshares, Inc., (Nasdaq: BFST) through its banking subsidiary b1BANK, has $5.5 billion in assets, $6.2 billion in assets under management through b1BANK’s affiliate Smith Shellnut Wilson LLC (SSW) (excludes $0.9 billion of b1BANK assets managed by SSW) and operates banking centers and loan production offices across Louisiana and Texas providing commercial and personal banking products and services. Commercial banking services include commercial loans, letters of credit, working capital lines, equipment financing and treasury management services. b1BANK was awarded #1 Best-In-State Bank, Louisiana, by Forbes and Statista and is a multiyear winner of American Banker’s “Best Banks to Work For.”
Forward-Looking Statements
Statements in this press release may not be based on historical facts and may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to future period(s) or using forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms. Any forward-looking statement speaks only as of the date of this press release, and Business First does not undertake any obligation, and specifically declines any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.