8-K
Business First Bancshares, Inc. (BFST)
UNITED STATES
SECURITIES AND EXCHANGE COMMMISSION
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): January 22, 2020
BUSINESS FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 333-200112 | 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 | 7080 1 | |
| (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 ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| 2.02 | Results of Operations and Financial Condition . |
|---|
On January 22, 2020, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the year ended December 31, 2019 and the quarter ended December 31, 2019. The release also announced that the Board of Directors of Business First declared a cash dividend on January 22, 2020, in the amount of $0.10 to the shareholders of record of Business First as of February 15, 2020. The dividend is to be paid on February 28, 2020, or as soon as practicable thereafter. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information in this Item 2.02, including Exhibit 99.1, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, unless specifically identified therein as being incorporated therein by reference.
| 8.01 | Other Events |
|---|
On January 22, 2020, Business First issued a press release announcing the execution of an Agreement and Plan of Reorganization, dated as of January 22, 2020 (the “Reorganization Agreement”), by and between Business First and Pedestal Bancshares Inc. (“PBI”), a Louisiana corporation and the parent holding company of Pedestal Bank, pursuant to which on the terms and subject to the conditions set forth therein, PBI will merge with and into Business First, with Business First being the surviving corporation. Immediately following the merger, Pedestal Bank will merge with and into b1BANK, with b1BANK surviving the merger. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein. In addition, an investor presentation, which will be posted to Business First’s website, is also attached hereto as Exhibit 99.3 and is incorporated by reference herein. All information included in the press release and the investor presentation is as of the date hereof, and Business First does not assume any obligation to correct or update such information in the future.
The information required by Item 1.01, including a copy of the Reorganization Agreement, will be filed in a separate Current Report on Form 8-K.
Forward-Looking Statements
Statements in this report 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 by the use of 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. These forward-looking statements include, without limitation, statements relating to (i) the expected impact of the proposed transaction between Business First and PBI (the “Proposed Transaction”) on the combined entities’ operations, financial condition, and financial results, (ii) expectations regarding the ability of Business First to successfully integrate the combined businesses, and (iii) the amount of cost savings and other benefits that are expected to be realized as a result of the Proposed Transaction. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this report because actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors, include, but are not limited to, the ability to obtain regulatory approvals and meet other closing conditions required to complete the Proposed Transaction, including necessary approvals by Business First’s and PBI’s respective shareholders, on the expected terms and schedule, delay in closing the Proposed Transaction, difficulties and delays in integrating the PBI businesses or fully realizing cost savings from and other anticipated benefits of the Proposed Transaction, business disruption during and following the Proposed Transaction, changes in interest rates and capital markets, inflation, customer acceptance of the combined business’s products and services, and other risk factors. Other relevant risk factors may be detailed from time to time in Business First’s reports and filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements, expressed or implied, included in this report are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this report, and neither Business First nor PBI undertake any obligation, and each specifically declines any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.
Additional Information and Where to Find It
This report does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.
In connection with the Proposed Transaction, Business First will file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of Business First and PBI and a prospectus of Business First (the “Joint Proxy Statement-Prospectus”), and Business First may file with the SEC other relevant documents concerning the Proposed Transaction. The definitive Joint Proxy Statement-Prospectus will be mailed to the shareholders of Business First and PBI. SHAREHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE JOINT PROXY STATEMENT-PROSPECTUS REGARDING THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN they BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BY BUSINESS FIRST, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Free copies of the Joint Proxy Statement-Prospectus, as well as other filings containing information about Business First, may be obtained at the SEC’s Internet site (http://www.sec.gov), when they are filed by Business First. You will also be able to obtain these documents, when they are filed, free of charge, from Business First at www.b1bank.com. Copies of the Joint Proxy Statement-Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to Business First Bancshares, Inc., 500 Laurel Street, Suite 101, Baton Rouge, LA 70801, Attention: Corporate Secretary, Telephone: 225-248-7600 or to Pedestal Bancshares, Inc., 1300 W. Tunnel Blvd., Houma, LA 70360, Attention: Corporate Secretary, Telephone: 985-858-5220.
Participants in the Solicitation
Business First, PBI and certain of their directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Business First and PBI in connection with the Proposed Transaction. Information about Business First’s directors and executive officers is available in its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on May 1, 2019. Information regarding all of the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement-Prospectus pertaining to the Proposed Transaction and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
| 9.01 | Financial Statements and Exhibits . |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| The following exhibits are filed herewith. | |
| --- | |
| Exhibit No. | Description of Exhibit |
| --- | --- |
| 99.1<br><br> <br>99.2<br><br> <br>99.3 | Press Release of Business First Bancshares, Inc., dated January 22, 2020.<br><br> <br>Press Release of Business First Bancshares, Inc. announcing the execution of the Reorganization Agreement, dated January 22, 2020.<br><br> <br>Investor Presentation, dated January 22, 2020. |
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: January 22, 2020
| Business First bancshares, inc. | |
|---|---|
| By: | /s/ David R. Melville, III |
| David R. Melville, III | |
| President and Chief Executive Officer |
ex_170052.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Misty Albrecht |
|---|---|
| January 22, 2020 | b1BANK |
| 225.286.7879 | |
| Misty.Albrecht@b1BANK.com |
BUSINESS FIRST BANCSHARES, INC. , AN NOUNCES FINANCIAL RESULTS FOR FISCAL YEAR 2019 AND Q4 2019
Baton Rouge, LA (January 22, 2020) – Business First Bancshares, Inc. (NASDAQ: BFST) (Business First), parent company of b1BANK, Baton Rouge, Louisiana, today announced its unaudited results for the year ended December 31, 2019, including net income of $23.8 million, or $1.74 per diluted share, increases of $9.7 million and $0.52, respectively, from the prior year. Core net income for the year ended December 31, 2019, which excludes noncore income and expenses, was $24.6 million, or $1.80 per diluted share, which reflects increases of $7.8 million and $0.35, respectively, from the prior year.
“2019 was a year of successful transition for our company,” said Jude Melville, president and CEO. “We rebranded, we opened new locations in growth markets, we solidified relationships from our two most recent acquisitions and we increased core earnings per share year-over-year by almost 25%, while growing organically at a healthy, well capitalized rate and maintaining sound asset quality. I really couldn’t have asked for more from our team over the past year and we take the field just as excited about our opportunities in 2020 as we are celebratory of the year we had in 2019.”
On January 22, 2020, Business First’s board of directors declared a quarterly dividend based upon financial performance for the fourth quarter in the amount of $0.10 per share, same as the prior quarter, to the common shareholders of record as of February 15, 2020. The dividend will be paid on February 28, 2020, or as soon thereafter as practicable.
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Quarterly Highlights
| ● | Improved Credit Quality. Ratios of nonperforming loans compared to loans held for investment and nonperforming assets compared to total assets decreased from 0.70% and 0.64%, respectively, at September 30, 2019, to 0.53% and 0.58% at December 31, 2019. Nonperforming assets for the quarter ended December 31, 2019 were impacted by $566,000 in write-downs on other real estate owned properties; however, excluding this impact, credit quality still improved compared to prior quarter. |
|---|---|
| ● | Loan Growth. Total loans held for investment at December 31, 2019, were $1.7 billion, an increase of $15.5 million compared to September 30, 2019. Loan growth was 3.7% (annualized) for the quarter ended December 31, 2019, and 11.9% for year ended December 31, 2019. Loan growth for the quarter was tempered due to higher than anticipated paydowns and delayed closings due to the holiday calendar. |
| --- | --- |
| ● | Net Interest Margin and Spread . Net interest margin and spread were negatively impacted due to the federal funds rate cut of an additional 25 basis points during the quarter ended December 31, 2019. Net interest margin and net interest spread were 4.08% and 3.65%, respectively, for the quarter ended December 31, 2019, compared to 4.10% and 3.66% for the quarter ended September 30, 2019. Excluding loan discount accretion, net interest margin and spread were 3.92% and 3.49%, respectively, for the quarter ended December 31, 2019, compared to 3.99% and 3.55% for the quarter ended September 30, 2019. |
| --- | --- |
| ● | Dallas Branch Network Expansion. Business First opened its second full-service banking center in the Dallas, Texas metropolitan area in December 2019. |
| --- | --- |
Financial Condition
December 31, 2019, Compared to September 30, 2019
Balance Sheet
As of December 31, 2019, Business First had total assets of $2.3 billion, total loans of $1.7 billion, total deposits of $1.8 billion and total shareholders’ equity of $285.1 million, compared to $2.2 billion, $1.7 billion, $1.7 billion and $280.3 million, respectively, as of September 30, 2019.
Total loans held for investment increased by $15.5 million compared to September 30, 2019, or 3.7% annualized, for the quarter ended December 31, 2019. Loan growth was tempered during the quarter due to higher than anticipated payoffs and delayed closings due to the holiday calendar.
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Book value per common share was $21.47 at December 31, 2019, compared to $21.12 at September 30, 2019. Tangible book value per common share was $17.31 at December 31, 2019, compared to $16.96 at September 30, 2019.
Credit Quality
Nonperforming loans as a percentage of total loans held for investment decreased from 0.70% as of September 30, 2019, to 0.53% as of December 31, 2019. Nonperforming assets as a percentage of total assets decreased from 0.64% as of September 30, 2019, to 0.58% as of December 31, 2019. A portion of the decrease in nonperforming assets was associated with $566,000 in write-downs on other real estate owned properties during the quarter ended December 31, 2019.
December 31, 2019, Compared to December 31, 2018
Balance Sheet
As of December 31, 2019, Business First had total assets of $2.3 billion, total loans of $1.7 billion, total deposits of $1.8 billion and total shareholders’ equity of $285.1 million, compared to $2.1 billion, $1.5 billion, $1.7 billion and $260.1 million, respectively, as of December 31, 2018. The balance sheet increases were largely attributable to organic growth in loans and funding sources.
Book value per common share was $21.47 at December 31, 2019, compared to $19.68 at December 31, 2018. Tangible book value per common share was $17.31 at December 31, 2019, compared to $15.34 at December 31, 2018.
Credit Quality
Nonperforming loans as a percentage of total loans held for investment decreased from 0.89% as of December 31, 2018, to 0.53% as of December 31, 2019. Nonperforming assets as a percentage of total assets decreased from 0.74% as of December 31, 2018, to 0.58% as of December 31, 2019. The decreases were mainly attributable to improved credit quality in relation to the size of the loan portfolio and total assets of Business First.
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Results of Operations
Fourth Quarter 2019 Compared to Third Quarter 2019
Net Income and Diluted Earnings Per Share
For the quarter ended December 31, 2019, net income was $5.8 million, or $0.42 per diluted share, compared to net income of $5.5 million, or $0.40 per diluted share, for the quarter ended September 30, 2019. The increase was largely attributable to additional interest and fee income on loans and a reduction in provision expense, offset by an adjustment to estimated income tax expense associated with the sale of the Mangham banking center and write-downs on other real estate owned properties.
Core net income, which excludes noncore income and expenses, for the quarter ended December 31, 2019, was $6.1 million, or $0.45 per diluted share, compared to core net income of $6.3 million, or $0.46 per diluted share, for the quarter ended September 30, 2019. Notable noncore events impacting earnings for the quarter ended December 31, 2019, included the incurrence of $125,000 in losses associated with the disposal of former bank premises and equipment in noninterest income related to the rebranding of b1BANK and a $216,000 adjustment to estimated income tax expense associated with the sale of the Mangham banking center, compared to $594,000 in losses associated with the disposal of former bank premises and equipment in noninterest income and $288,000 of acquisition-related expenses in noninterest expense for the quarter ended September 30, 2019.
Return on Assets and Equity
Return on average assets and equity, each on an annualized basis, increased to 1.04% and 8.18%, respectively, for the quarter ended December 31, 2019, compared to 1.02% and 7.93%, respectively, for the quarter ended September 30, 2019.
As adjusted, core return on average assets and core return on average equity, each on an annualized basis, were 1.11% and 8.69%, respectively, for the quarter ended December 31, 2019, compared to 1.16% and 9.01%, respectively, for the quarter ended September 30, 2019.
Interest Income
For the quarter ended December 31, 2019, net interest income totaled $20.6 million and net interest margin and net interest spread were 4.08% and 3.65%, respectively, compared to $20.3 million, 4.10% and 3.66% for the quarter ended September 30, 2019.
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Net interest margin and net interest spread (excluding loan discount accretion of $800,000) were 3.92% and 3.49%, respectively, for the quarter ended December 31, 2019, compared to 3.99% and 3.55% (excluding loan discount accretion of $544,000) for the quarter ended September 30, 2019. The ratios were negatively impacted by lower yielding loans due to the federal funds rate cut of 25 basis points at the end of October, offset by a reduction in cost of funds.
The average yield on the loan portfolio was 5.82% for the quarter ended December 31, 2019, compared to 5.87% for the quarter ended September 30, 2019. The average
yield on total interest-earning assets was 5.28% for the quarter ended December 31, 2019, compared to 5.32% for the quarter ended September 30, 2019.
Interest Expense
For the quarter ended December 31, 2019, overall cost of funds (which includes noninterest-bearing deposits) decreased by four basis points, from 1.31% to 1.27%, compared to the quarter ended September 30, 2019. The decrease in cost of funds was largely attributable to an overall reduction in interest rates on Business First’s deposit offerings and increase in noninterest-bearing deposits, offset partially by an increase in interest rates on other borrowings.
Provision for Loan Loss es
During the quarter ended December 31, 2019, Business First recorded a provision for loan losses of $192,000, compared to $479,000 for the quarter ended September 30, 2019. The reserve for the quarter ended December 31, 2019, was impacted by lower net loan growth.
Fourth Quarter 2019 Compared to Fourth Quarter 2018
Net Income and Diluted Earnings Per Share
For the quarter ended December 31, 2019, net income was $5.8 million, or $0.42 per diluted share, compared to net income of $3.4 million, or $0.28 per diluted share, for the quarter ended December 31, 2018. The increase in net income and diluted earnings per share resulted from the overall growth and improved efficiency of Business First over the past 12 months, mainly attributable to growth in net interest income and partially offset by increases in noninterest expenses and income taxes. Both the growth in net interest income and increase in noninterest expenses and income taxes were impacted by the acquisition of Richland State Bank which occurred in December 2018.
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Core net income, which excludes noncore income and expenses, for the quarter ended December 31, 2019, was $6.1 million, or $0.45 per diluted share, compared to core net income of $4.7 million, or $0.38 per diluted share, for the quarter ended December 31, 2018. Notable noncore events impacting earnings for the quarter ended December 31, 2019, included the incurrence of $125,000 in losses associated with the disposal of former bank premises and equipment in noninterest income related to the rebranding of b1BANK and a $216,000 adjustment to estimated income tax expense associated with the sale of the Mangham banking center, compared to $2.1 million in noninterest expenses related to acquisition-related activities and $588,000 related to gains associated with former premises and equipment, investment and impaired loan sales for the quarter ended December 31, 2018.
Return on Assets and Equity
Return on average assets and return on average equity, each on an annualized basis, increased to 1.04% and 8.18%, respectively, for the quarter ended December 31, 2019, from 0.75% and 6.03%, respectively, for the quarter ended December 31, 2018.
As adjusted, core return on average assets and core return on average equity, each on an annualized basis, were 1.11% and 8.69%, respectively, for the quarter ended December 31, 2019, compared to 1.03% and 8.23%, respectively, for the quarter ended December 31, 2018.
Interest Income
For the quarter ended December 31, 2019, net interest income totaled $20.6 million and net interest margin and net interest spread were 4.08% and 3.65%, respectively, compared to $17.1 million, 4.07% and 3.70% for the quarter ended December 31, 2018.
Net interest margin and net interest spread (excluding loan discount accretion of $800,000) were 3.92% and 3.49%, respectively, for the quarter ended December 31, 2019, compared to 4.01% and 3.63% (excluding loan discount accretion of $283,000) for the quarter ended December 31, 2018. The reductions were largely attributable to the three federal funds rate cuts of 25 basis points which occurred throughout the second half of 2019.
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The average yield on the loan portfolio was 5.82% for the quarter ended December 31, 2019, compared to 5.72% for the quarter ended December 31, 2018. The average yield on total interest-earning assets was 5.28% for the quarter ended December 31, 2019, compared to 5.13% for the quarter ended December 31, 2018.
Interest Expense
For the quarter ended December 31, 2019, overall cost of funds (which includes noninterest-bearing deposits) increased by 15 basis points, from 1.12% to 1.27%, compared to the quarter ended December 31, 2018. The increase was largely attributable to an overall increase in interest rates on interest-bearing deposits over the past 12 months and the issuance of subordinated debt in December 2018.
Provision for Loan Loss es
During the quarter ended December 31, 2019, Business First recorded a provision for loan losses of $192,000, compared to $939,000 for the quarter ended December 31, 2018. The large provision for the quarter ended December 31, 2018 was attributable to a single loan.
About Business First Bancshares, Inc.
Business First Bancshares, Inc., through its banking subsidiary b1BANK, formerly known as Business First Bank, operates 26 banking centers in markets across Louisiana and in the Dallas, Texas area. b1BANK provides commercial and personal banking, treasury management and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information. Business First’s common stock is traded on the NASDAQ Global Select Market under the symbol “BFST.”
Non-GAAP Financial Measures
This press release includes certain non-GAAP financial measures (e.g., referenced as “core” or “tangible”) intended to supplement, not substitute for, comparable GAAP measures. These measures typically adjust income available to common shareholders for certain significant activities or transactions that, in management’s opinion, can distort period-to-period comparisons of Business First’s performance. Transactions that are typically excluded from non-GAAP measures include realized and unrealized gains/losses on former bank premises and equipment, investment sales, impaired loan sales, acquisition-related expenses (including, but not limited to, legal costs, system conversion costs, severance and retention payments, etc.). Management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core business. These non-GAAP disclosures are not necessarily comparable to non-GAAP measures that may be presented by other companies. Reconciliations of non-GAAP financial measures to GAAP financial measures are provided at the end of the tables below.
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Special Note Regarding Forward-Looking Statements
Certain statements contained in this release may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “would,” “could” or “intend.” We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.
Additional Information
For additional information on Business First, you may obtain Business First’s reports that are filed with the Securities and Exchange Commission, or SEC, free of charge by using the SEC’s EDGAR service on the SEC’s website at www.sec.gov or by contacting the SEC for further information at 1-800-SEC-0330. Alternatively, these documents can be obtained free of charge from Business First by directing a request to: Business First Bancshares, Inc., 500 Laurel Street, Suite 101, Baton Rouge, Louisiana 70801, Attention: Corporate Secretary.
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 the Company. 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.
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| Business First Bancshares, Inc. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Selected Financial Information | |||||||||||||||
| (Unaudited) | |||||||||||||||
| December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars in thousands) | 2019 | 2019 | 2019 | 2019 | 2018 | ||||||||||
| Balance Sheet Ratios | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Loans (HFI) to Deposits | 95.97 | % | 97.77 | % | 96.46 | % | 90.93 | % | 88.15 | % | |||||
| Shareholders' Equity to Assets Ratio | 12.54 | % | 12.62 | % | 12.88 | % | 12.81 | % | 12.41 | % | |||||
| Loans Receivable Held for Investment | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Commercial | $ | 390,398 | $ | 415,163 | $ | 411,256 | $ | 389,855 | $ | 363,640 | |||||
| Real Estate: | |||||||||||||||
| Construction and Land | 244,181 | 220,524 | 227,102 | 211,888 | 211,054 | ||||||||||
| Farmland | 48,681 | 45,809 | 47,245 | 44,066 | 45,989 | ||||||||||
| 1-4 Family Residential | 293,142 | 281,413 | 278,610 | 275,610 | 270,583 | ||||||||||
| Multi-Family Residential | 36,454 | 31,448 | 38,698 | 39,548 | 39,273 | ||||||||||
| Nonfarm Nonresidential | 612,608 | 620,427 | 561,149 | 550,103 | 518,660 | ||||||||||
| Total Real Estate | 1,235,066 | 1,199,621 | 1,152,804 | 1,121,215 | 1,085,559 | ||||||||||
| Consumer | 84,801 | 79,943 | 78,513 | 75,112 | 79,270 | ||||||||||
| Total Loans | $ | 1,710,265 | $ | 1,694,727 | $ | 1,642,573 | $ | 1,586,182 | $ | 1,528,469 | |||||
| Allowance for Loan Losses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Balance, Beginning of Period | $ | 12,090 | $ | 11,603 | $ | 11,818 | $ | 11,220 | $ | 10,273 | |||||
| Charge-offs – Quarterly | (190 | ) | (13 | ) | (1,565 | ) | (57 | ) | (19 | ) | |||||
| Recoveries – Quarterly | 32 | 21 | 48 | 22 | 27 | ||||||||||
| Provision for Loan Losses – Quarterly | 192 | 479 | 1,302 | 633 | 939 | ||||||||||
| Balance, End of Period | $ | 12,124 | $ | 12,090 | $ | 11,603 | $ | 11,818 | $ | 11,220 | |||||
| Allowance for Loan Losses to Total Loans (HFI) | 0.71 | % | 0.71 | % | 0.71 | % | 0.75 | % | 0.73 | % | |||||
| Net Charge-offs (Recoveries) to Average Total Loans | 0.01 | % | 0.00 | % | 0.09 | % | 0.00 | % | 0.00 | % | |||||
| Nonperforming Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Nonperforming Loans: | |||||||||||||||
| Nonaccrual Loans | $ | 8,977 | $ | 11,577 | $ | 9,363 | $ | 13,183 | $ | 11,691 | |||||
| Loans Past Due 90 Days or More | 72 | 277 | 727 | 77 | 1,876 | ||||||||||
| Total Nonperforming Loans | 9,049 | 11,854 | 10,090 | 13,260 | 13,567 | ||||||||||
| Other Nonperforming Assets: | |||||||||||||||
| Other Real Estate Owned | 4,036 | 2,326 | 2,324 | 1,683 | 1,909 | ||||||||||
| Other Nonperforming Assets | 160 | 5 | 6 | 11 | 11 | ||||||||||
| Total Other Nonperforming Assets | 4,196 | 2,331 | 2,330 | 1,694 | 1,920 | ||||||||||
| Total Nonperforming Assets | $ | 13,245 | $ | 14,185 | $ | 12,420 | $ | 14,954 | $ | 15,487 | |||||
| Nonperforming Loans to Total Loans (HFI) | 0.53 | % | 0.70 | % | 0.61 | % | 0.84 | % | 0.89 | % | |||||
| Nonperforming Assets to Total Assets | 0.58 | % | 0.64 | % | 0.58 | % | 0.71 | % | 0.74 | % | |||||
| b1BANK.com | |||||||||||||||
| --- |
10
| Business First Bancshares, Inc. | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Selected Financial Information | |||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Quarter Ended | Year Ended | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars in thousands, except per | December 31, | September 30, | June 30, | March 31, | December 31, | December 31, | December 31, | ||||||||||||||
| share data) | 2019 | 2019 | 2019 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Per Share Data | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Basic Earnings per Common Share | $ | 0.43 | $ | 0.41 | $ | 0.51 | $ | 0.43 | $ | 0.28 | $ | 1.79 | $ | 1.27 | |||||||
| Diluted Earnings per Common Share | $ | 0.42 | 0.40 | 0.50 | 0.41 | 0.28 | 1.74 | 1.22 | |||||||||||||
| Dividends per Common Share | 0.10 | 0.10 | 0.10 | 0.08 | 0.08 | 0.38 | 0.30 | ||||||||||||||
| Book Value per Common Share | 21.47 | 21.12 | 20.77 | 20.14 | 19.68 | 21.47 | 19.68 | ||||||||||||||
| Tangible Book Value per Common Share (Non-GAAP) | 17.31 | 16.96 | 16.60 | 15.86 | 15.34 | 17.31 | 15.34 | ||||||||||||||
| Average Common Shares Outstanding | 13,277,968 | 13,315,351 | 13,361,482 | 13,287,560 | 12,099,659 | 13,310,577 | 11,124,585 | ||||||||||||||
| Average Diluted Shares Outstanding | 13,638,168 | 13,669,370 | 13,740,937 | 13,653,125 | 12,521,017 | 13,670,777 | 11,545,943 | ||||||||||||||
| End of Period Common Shares Outstanding | 13,279,363 | 13,274,823 | 13,361,482 | 13,361,482 | 13,213,280 | 13,279,363 | 13,213,280 | ||||||||||||||
| Annualized Performance Ratios | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Return on Average Assets | 1.04 | % | 1.02 | % | 1.30 | % | 1.09 | % | 0.75 | % | 1.11 | % | 0.84 | % | |||||||
| Return on Average Equity | 8.18 | % | 7.93 | % | 10.13 | % | 8.62 | % | 6.03 | % | 8.70 | % | 7.04 | % | |||||||
| Net Interest Margin | 4.08 | % | 4.10 | % | 4.19 | % | 4.01 | % | 4.07 | % | 4.10 | % | 4.02 | % | |||||||
| Net Interest Spread | 3.65 | % | 3.66 | % | 3.75 | % | 3.61 | % | 3.70 | % | 3.67 | % | 3.71 | % | |||||||
| Efficiency Ratio (1) | 66.50 | % | 67.16 | % | 59.85 | % | 64.35 | % | 73.51 | % | 64.37 | % | 71.78 | % | |||||||
| Other Operating Expenses | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Salaries and Employee Benefits | $ | 9,025 | $ | 8,793 | $ | 8,756 | $ | 8,552 | $ | 7,444 | $ | 35,126 | $ | 27,862 | |||||||
| Occupancy and Bank Premises | 920 | 1,230 | 1,079 | 1,103 | 877 | 4,332 | 3,509 | ||||||||||||||
| Depreciation and Amortization | 588 | 645 | 633 | 628 | 484 | 2,494 | 1,730 | ||||||||||||||
| Data Processing | 477 | 380 | 576 | 616 | 397 | 2,049 | 1,557 | ||||||||||||||
| FDIC Assessment Fees | (15 | ) | (105 | ) | 248 | 150 | 276 | 278 | 1,221 | ||||||||||||
| Legal and Other Professional Fees | 302 | 346 | 353 | 318 | 456 | 1,319 | 1,695 | ||||||||||||||
| Advertising and Promotions | 385 | 544 | 279 | 327 | 422 | 1,535 | 1,239 | ||||||||||||||
| Utilities and Communications | 316 | 397 | 323 | 298 | 238 | 1,334 | 1,073 | ||||||||||||||
| Ad Valorem Shares Tax | 388 | 345 | 345 | 345 | 170 | 1,423 | 1,135 | ||||||||||||||
| Directors' Fees | 119 | 121 | 125 | 205 | 92 | 570 | 436 | ||||||||||||||
| Other Real Estate Owned Expenses and Write-Downs | 632 | 19 | 72 | 27 | - | 750 | 9 | ||||||||||||||
| Merger and Conversion-Related Expenses | (1 | ) | 350 | 235 | (254 | ) | 1,959 | 330 | 3,024 | ||||||||||||
| Other | 2,067 | 1,813 | 1,553 | 1,475 | 1,594 | 6,908 | 5,758 | ||||||||||||||
| Total Other Expenses | $ | 15,203 | $ | 14,878 | $ | 14,577 | $ | 13,790 | $ | 14,409 | $ | 58,448 | $ | 50,248 | |||||||
| (1) Noninterest expense (excluding provision for loan losses) divided by noninterest income plus net interest income less gain/loss on sales of securities. | |||||||||||||||||||||
| --- | |||||||||||||||||||||
| b1BANK.com | |||||||||||||||||||||
| --- |
11
| Business First Bancshares, Inc. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Balance Sheets | |||||||||||||||
| (Unaudited) | |||||||||||||||
| December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars in thousands) | 2019 | 2019 | 2019 | 2019 | 2018 | ||||||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Cash and Due From Banks | $ | 89,371 | $ | 63,356 | $ | 64,043 | $ | 52,606 | $ | 96,072 | |||||
| Federal Funds Sold | 61,372 | 43,705 | 20,809 | 30,093 | 41,836 | ||||||||||
| Securities Available for Sale, at Fair Values | 278,193 | 288,231 | 294,981 | 304,122 | 309,516 | ||||||||||
| Mortgage Loans Held for Sale | 251 | 256 | 443 | 753 | 58 | ||||||||||
| Loans and Lease Receivable | 1,710,265 | 1,694,727 | 1,642,573 | 1,586,182 | 1,528,469 | ||||||||||
| Allowance for Loan Losses | (12,124 | ) | (12,090 | ) | (11,603 | ) | (11,818 | ) | (11,220 | ) | |||||
| Net Loans and Lease Receivable | 1,698,141 | 1,682,637 | 1,630,970 | 1,574,364 | 1,517,249 | ||||||||||
| Premises and Equipment, Net | 29,280 | 27,092 | 27,577 | 27,014 | 15,114 | ||||||||||
| Accrued Interest Receivable | 8,025 | 7,513 | 7,957 | 7,054 | 8,223 | ||||||||||
| Other Equity Securities | 12,565 | 12,697 | 11,717 | 8,508 | 9,282 | ||||||||||
| Other Real Estate Owned | 4,036 | 2,326 | 2,324 | 1,683 | 1,909 | ||||||||||
| Cash Value of Life Insurance | 32,568 | 32,398 | 32,223 | 32,050 | 31,882 | ||||||||||
| Deferred Taxes, Net | 2,145 | 2,674 | 2,527 | 3,077 | 3,848 | ||||||||||
| Goodwill | 48,495 | 48,333 | 48,503 | 49,534 | 49,488 | ||||||||||
| Core Deposit Intangible | 6,694 | 6,916 | 7,139 | 7,655 | 7,885 | ||||||||||
| Other Assets | 2,699 | 2,706 | 2,395 | 2,887 | 2,534 | ||||||||||
| Total Assets | $ | 2,273,835 | $ | 2,220,840 | $ | 2,153,608 | $ | 2,101,400 | $ | 2,094,896 | |||||
| Liabilities | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Deposits: | |||||||||||||||
| Noninterest-Bearing | $ | 398,847 | $ | 406,146 | $ | 394,848 | $ | 396,775 | $ | 382,354 | |||||
| Interest-Bearing | 1,383,163 | 1,327,244 | 1,308,054 | 1,347,608 | 1,351,580 | ||||||||||
| Total Deposits | 1,782,010 | 1,733,390 | 1,702,902 | 1,744,383 | 1,733,934 | ||||||||||
| Securities Sold Under Agreements to Repurchase | 67,989 | 31,037 | 16,096 | 11,070 | 12,229 | ||||||||||
| Subordinated Debt | 25,000 | 25,000 | 25,000 | 25,000 | 25,000 | ||||||||||
| Federal Home Loan Bank Borrowings | 93,000 | 128,000 | 108,000 | 30,000 | 55,000 | ||||||||||
| Accrued Interest Payable | 1,533 | 1,837 | 1,924 | 2,039 | 1,374 | ||||||||||
| Other Liabilities | 19,206 | 21,236 | 22,217 | 19,764 | 7,301 | ||||||||||
| Total Liabilities | 1,988,738 | 1,940,500 | 1,876,139 | 1,832,256 | 1,834,838 | ||||||||||
| Shareholders' Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Common Stock | 13,279 | 13,275 | 13,361 | 13,361 | 13,213 | ||||||||||
| Additional Paid-In Capital | 212,505 | 212,104 | 213,823 | 213,537 | 212,332 | ||||||||||
| Retained Earnings | 56,700 | 52,265 | 48,087 | 42,576 | 37,982 | ||||||||||
| Accumulated Other Comprehensive Loss | 2,613 | 2,696 | 2,198 | (330 | ) | (3,469 | ) | ||||||||
| Total Shareholders' Equity | 285,097 | 280,340 | 277,469 | 269,144 | 260,058 | ||||||||||
| Total Liabilities and Shareholders' Equity | $ | 2,273,835 | $ | 2,220,840 | $ | 2,153,608 | $ | 2,101,400 | $ | 2,094,896 | |||||
| b1BANK.com | |||||||||||||||
| --- |
12
| Business First Bancshares, Inc. | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Statements of Income | ||||||||||||||
| (Unaudited) | ||||||||||||||
| Quarter Ended | Year Ended | |||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | September 30, | June 30, | March 31, | December 31, | December 31, | December 31, | ||||||||
| (Dollars in thousands) | 2019 | 2019 | 2019 | 2019 | 2018 | 2019 | 2018 | |||||||
| Interest Income: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest and Fees on Loans | $ | 24,732 | $ | 24,408 | $ | 23,870 | $ | 22,423 | $ | 19,778 | $ | 95,433 | $ | 69,780 |
| Interest and Dividends on Securities | 1,739 | 1,783 | 1,829 | 1,874 | 1,611 | 7,225 | 5,834 | |||||||
| Interest on Federal Funds Sold and Due From Banks | 193 | 129 | 197 | 290 | 164 | 809 | 581 | |||||||
| Total Interest Income | 26,664 | 26,320 | 25,896 | 24,587 | 21,553 | 103,467 | 76,195 | |||||||
| Interest Expense: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest on Deposits | 4,908 | 5,050 | 5,038 | 4,757 | 3,853 | 19,753 | 11,833 | |||||||
| Interest on Borrowings | 1,129 | 1,012 | 665 | 710 | 583 | 3,516 | 2,133 | |||||||
| Total Interest Expense | 6,037 | 6,062 | 5,703 | 5,467 | 4,436 | 23,269 | 13,966 | |||||||
| Net Interest Income | 20,627 | 20,258 | 20,193 | 19,120 | 17,117 | 80,198 | 62,229 | |||||||
| Provision for Loan Losses | 192 | 479 | 1,302 | 633 | 939 | 2,606 | 2,390 | |||||||
| Net Interest Income After Provision for Loan Losses | 20,435 | 19,779 | 18,891 | 18,487 | 16,178 | 77,592 | 59,839 | |||||||
| Other Income: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Service Charges on Deposit Accounts | 1,028 | 1,035 | 1,034 | 938 | 869 | 4,035 | 2,810 | |||||||
| Gain (Loss) on Sales of Securities | 22 | 26 | 58 | - | 7 | 106 | 7 | |||||||
| Other Income | 1,206 | 861 | 3,127 | 1,373 | 1,615 | 6,567 | 4,962 | |||||||
| Total Other Income | 2,256 | 1,922 | 4,219 | 2,311 | 2,491 | 10,708 | 7,779 | |||||||
| Other Expenses: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Salaries and Employee Benefits | 9,025 | 8,793 | 8,756 | 8,552 | 7,444 | 35,126 | 27,862 | |||||||
| Occupancy and Equipment Expense | 1,715 | 2,135 | 1,884 | 1,894 | 1,523 | 7,628 | 5,865 | |||||||
| Other Expenses | 4,463 | 3,950 | 3,937 | 3,344 | 5,442 | 15,694 | 16,521 | |||||||
| Total Other Expenses | 15,203 | 14,878 | 14,577 | 13,790 | 14,409 | 58,448 | 50,248 | |||||||
| Income Before Income Taxes | 7,488 | 6,823 | 8,533 | 7,008 | 4,260 | 29,852 | 17,370 | |||||||
| Provision for Income Taxes | 1,729 | 1,312 | 1,690 | 1,349 | 815 | 6,080 | 3,279 | |||||||
| Net Income | $ | 5,759 | $ | 5,511 | $ | 6,843 | $ | 5,659 | $ | 3,445 | $ | 23,772 | $ | 14,091 |
| b1BANK.com | ||||||||||||||
| --- |
13
| Business First Bancshares, Inc. | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Net Interest Margin | ||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||
| Quarter Ended | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, 2019 | September 30, 2019 | December 31, 2018 | ||||||||||||||||||||||
| Average<br><br> <br>Outstanding | Interest<br><br> <br>Earned / | Average | Average<br><br> <br>Outstanding | Interest<br><br> <br>Earned / | Average | Average<br><br> <br>Outstanding | Interest<br><br> <br>Earned / | Average | ||||||||||||||||
| (Dollars in thousands) | Balance | Interest Paid | Yield / Rate | Balance | Interest Paid | Yield / Rate | Balance | Interest Paid | Yield / Rate | |||||||||||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest-Earning Assets | ||||||||||||||||||||||||
| Total Loans | $ | 1,698,947 | $ | 24,732 | 5.82 | % | $ | 1,664,283 | $ | 24,408 | 5.87 | % | $ | 1,383,526 | $ | 19,778 | 5.72 | % | ||||||
| Securities Available for Sale | 290,034 | 1,739 | 2.40 | % | 297,121 | 1,783 | 2.40 | % | 270,511 | 1,611 | 2.38 | % | ||||||||||||
| Interest-Bearing Deposit in Other Banks | 31,648 | 193 | 2.44 | % | 16,070 | 129 | 3.21 | % | 27,203 | 164 | 2.41 | % | ||||||||||||
| Total Interest-Earning Assets | 2,020,629 | 26,664 | 5.28 | % | 1,977,474 | 26,320 | 5.32 | % | 1,681,240 | 21,553 | 5.13 | % | ||||||||||||
| Allowance for Loan Losses | (12,174 | ) | (11,783 | ) | (10,451 | ) | ||||||||||||||||||
| Noninterest-Earning Assets | 200,727 | 191,068 | 156,809 | |||||||||||||||||||||
| Total Assets | $ | 2,209,182 | $ | 26,664 | $ | 2,156,759 | $ | 26,320 | $ | 1,827,598 | $ | 21,553 | ||||||||||||
| Liabilities and Shareholders' Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest-Bearing Liabilities | ||||||||||||||||||||||||
| Interest-Bearing Deposits | $ | 1,295,791 | $ | 4,908 | 1.52 | % | $ | 1,300,740 | $ | 5,050 | 1.55 | % | $ | 1,138,786 | $ | 3,853 | 1.35 | % | ||||||
| Subordinated Debt | 25,000 | 422 | 6.75 | % | 25,000 | 422 | 6.75 | % | 8,333 | 69 | 3.31 | % | ||||||||||||
| Advances from Federal Home Loan Bank ("FHLB") | 96,763 | 516 | 2.13 | % | 105,588 | 560 | 2.12 | % | 82,419 | 462 | 2.24 | % | ||||||||||||
| Other Borrowings | 67,087 | 191 | 1.14 | % | 23,718 | 30 | 0.51 | % | 11,466 | 52 | 1.81 | % | ||||||||||||
| Total Interest-Bearing Liabilities | 1,484,641 | 6,037 | 1.63 | % | 1,455,046 | 6,062 | 1.67 | % | 1,241,004 | 4,436 | 1.43 | % | ||||||||||||
| Noninterest-Bearing Liabilities | ||||||||||||||||||||||||
| Noninterest-Bearing Deposits | $ | 419,231 | 398,748 | 349,915 | ||||||||||||||||||||
| Other Liabilities | 23,721 | 24,937 | 8,183 | |||||||||||||||||||||
| Total Noninterest-Bearing Liabilities | 442,952 | 423,685 | 358,098 | |||||||||||||||||||||
| Shareholders' Equity | 281,589 | 278,028 | 228,496 | |||||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 2,209,182 | $ | 2,156,759 | $ | 1,827,598 | ||||||||||||||||||
| Net Interest Spread | 3.65 | % | 3.66 | % | 3.70 | % | ||||||||||||||||||
| Net Interest Income | $ | 20,627 | $ | 20,258 | $ | 17,117 | ||||||||||||||||||
| Net Interest Margin | 4.08 | % | 4.10 | % | 4.07 | % | ||||||||||||||||||
| Overall Cost of Funds | 1.27 | % | 1.31 | % | 1.12 | % | ||||||||||||||||||
| NOTE: Average outstanding balances are determined utilizing monthly averages and average yield/rate is calculated utilizing a 30/360 day count convention. | ||||||||||||||||||||||||
| --- | ||||||||||||||||||||||||
| b1BANK.com | ||||||||||||||||||||||||
| --- |
14
| Business First Bancshares, Inc. | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated Net Interest Margin | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| For the Year Ended December 31, | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2019 | 2018 | |||||||||||||||
| Average | Average | |||||||||||||||
| Outstanding | Interest Earned / | Average | Outstanding | Interest Earned / | Average | |||||||||||
| (Dollars in thousands) | Balance | Interest Paid | Yield / Rate | Balance | Interest Paid | Yield / Rate | ||||||||||
| Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest-Earning Assets | ||||||||||||||||
| Total Loans | $ | 1,628,803 | $ | 95,433 | 5.86 | % | $ | 1,258,178 | $ | 69,780 | 5.55 | % | ||||
| Securities Available for Sale | 300,038 | 7,225 | 2.41 | % | 258,153 | 5,834 | 2.26 | % | ||||||||
| Interest-Bearing Deposit in Other Banks | 27,878 | 809 | 2.90 | % | 31,475 | 581 | 1.85 | % | ||||||||
| Total Interest-Earning Assets | 1,956,719 | 103,467 | 5.29 | % | 1,547,806 | 76,195 | 4.92 | % | ||||||||
| Allowance for Loan Losses | (11,762 | ) | (9,749 | ) | ||||||||||||
| Noninterest-Earning Assets | 191,124 | 144,120 | ||||||||||||||
| Total Assets | $ | 2,136,081 | $ | 103,467 | $ | 1,682,177 | $ | 76,195 | ||||||||
| Liabilities and Shareholders' Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Interest-Bearing Liabilities | ||||||||||||||||
| Interest-Bearing Deposits | $ | 1,316,896 | $ | 19,753 | 1.50 | % | $ | 1,051,932 | $ | 11,833 | 1.12 | % | ||||
| Subordinated Debt | 25,000 | 1,688 | 6.75 | % | 2,083 | 69 | 3.31 | % | ||||||||
| Advances from Federal Home Loan Bank ("FHLB") | 69,183 | 1,581 | 2.29 | % | 84,187 | 1,849 | 2.20 | % | ||||||||
| Other Borrowings | 29,419 | 247 | 0.84 | % | 17,766 | 215 | 1.21 | % | ||||||||
| Total Interest-Bearing Liabilities | 1,440,498 | 23,269 | 1.62 | % | 1,155,968 | 13,966 | 1.21 | % | ||||||||
| Noninterest-Bearing Liabilities | ||||||||||||||||
| Noninterest-Bearing Deposits | 402,147 | 319,623 | ||||||||||||||
| Other Liabilities | 20,231 | 6,393 | ||||||||||||||
| Total Noninterest-Bearing Liabilities | 422,378 | 326,016 | ||||||||||||||
| Shareholders' Equity | 273,205 | 200,193 | ||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 2,136,081 | $ | 1,682,177 | ||||||||||||
| Net Interest Spread | 3.67 | % | 3.71 | % | ||||||||||||
| Net Interest Income | $ | 80,198 | $ | 62,229 | ||||||||||||
| Net Interest Margin | 4.10 | % | 4.02 | % | ||||||||||||
| Overall Cost of Funds | 1.26 | % | 0.95 | % | ||||||||||||
| NOTE: Average outstanding balances are determined utilizing monthly averages and average yield/rate is calculated utilizing a 30/360 day count convention. | ||||||||||||||||
| --- | ||||||||||||||||
| b1BANK.com | ||||||||||||||||
| --- |
15
| Business First Bancshares, Inc. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP Measures | |||||||||||||||
| (Unaudited) | |||||||||||||||
| December 31, | September 30, | June 30, | March 31, | December 31, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| (Dollars in thousands, except per share data) | 2019 | 2019 | 2019 | 2019 | 2018 | ||||||||||
| Tangible Common Equity | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Total Shareholders' Equity | $ | 285,097 | $ | 280,340 | $ | 277,469 | $ | 269,144 | $ | 260,058 | |||||
| Adjustments: | |||||||||||||||
| Goodwill | (48,495 | ) | (48,333 | ) | (48,503 | ) | (49,534 | ) | (49,488 | ) | |||||
| Core Deposit Intangible | (6,694 | ) | (6,916 | ) | (7,139 | ) | (7,655 | ) | (7,885 | ) | |||||
| Total Tangible Common Equity | $ | 229,908 | $ | 225,091 | $ | 221,827 | $ | 211,955 | $ | 202,685 | |||||
| Tangible Assets | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Total Assets | $ | 2,273,835 | $ | 2,220,840 | $ | 2,153,608 | $ | 2,101,400 | $ | 2,094,896 | |||||
| Adjustments: | |||||||||||||||
| Goodwill | (48,495 | ) | (48,333 | ) | (48,503 | ) | (49,534 | ) | (49,488 | ) | |||||
| Core Deposit Intangible | (6,694 | ) | (6,916 | ) | (7,139 | ) | (7,655 | ) | (7,885 | ) | |||||
| Total Tangible Assets | $ | 2,218,646 | $ | 2,165,591 | $ | 2,097,966 | $ | 2,044,211 | $ | 2,037,523 | |||||
| Common Shares Outstanding | 13,279,363 | 13,274,823 | 13,361,482 | 13,361,482 | 13,213,280 | ||||||||||
| Book Value per Common Share | $ | 21.47 | $ | 21.12 | $ | 20.77 | $ | 20.14 | $ | 19.68 | |||||
| Tangible Book Value per Common Share | $ | 17.31 | $ | 16.96 | $ | 16.60 | $ | 15.86 | $ | 15.34 | |||||
| Common Equity to Total Assets | 12.54 | % | 12.62 | % | 12.88 | % | 12.81 | % | 12.41 | % | |||||
| Tangible Common Equity to Tangible Assets | 10.36 | % | 10.39 | % | 10.57 | % | 10.37 | % | 9.95 | % | |||||
| b1BANK.com | |||||||||||||||
| --- |
16
| Business First Bancshares, Inc. | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-GAAP Measures | |||||||||||||||||||||
| (Unaudited) | |||||||||||||||||||||
| Quarter Ended | Year Ended | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | September 30, | June 30, | March 31, | December 31, | December 31, | December 31, | |||||||||||||||
| (Dollars in thousands, except per share data) | 2019 | 2019 | 2019 | 2019 | 2018 | 2019 | 2018 | ||||||||||||||
| Core Net Income | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net Income | $ | 5,759 | $ | 5,511 | $ | 6,843 | $ | 5,659 | $ | 3,445 | $ | 23,772 | $ | 14,091 | |||||||
| Adjustments: (1) | |||||||||||||||||||||
| Noninterest Income | |||||||||||||||||||||
| Sale of Impaired Credit | - | - | (91 | ) | - | (87 | ) | (91 | ) | (87 | ) | ||||||||||
| Tax Impact | - | - | 19 | - | 18 | 19 | 18 | ||||||||||||||
| (Gains) Losses on Former Bank Premises and Equipment | 125 | 594 | - | - | (494 | ) | 719 | (355 | ) | ||||||||||||
| Tax Impact | (26 | ) | (125 | ) | - | - | 104 | (151 | ) | 75 | |||||||||||
| (Gains) Losses on Sale of Securities | (22 | ) | (26 | ) | (58 | ) | - | (7 | ) | (106 | ) | (7 | ) | ||||||||
| Tax Impact | 5 | 5 | 12 | - | 1 | 22 | 1 | ||||||||||||||
| (Gains) Losses on Sale of Banking Center | - | 12 | (593 | ) | - | - | (581 | ) | - | ||||||||||||
| Tax Impact | 216 | (3 | ) | 125 | - | - | 338 | - | |||||||||||||
| Noninterest Expense | |||||||||||||||||||||
| Early Lease Termination Penalty | - | 87 | - | - | - | 87 | - | ||||||||||||||
| Tax Impact | - | (18 | ) | - | - | - | (18 | ) | - | ||||||||||||
| Employee Share Awards – NASDAQ Listing | - | - | - | - | - | - | 118 | ||||||||||||||
| Tax Impact | - | - | - | - | - | - | (25 | ) | |||||||||||||
| Acquisition-Related Expenses (2) | 76 | 288 | 436 | (50 | ) | 2,132 | 750 | 3,568 | |||||||||||||
| Tax Impact | (11 | ) | (60 | ) | (91 | ) | 16 | (410 | ) | (147 | ) | (623 | ) | ||||||||
| Core Net Income | $ | 6,121 | $ | 6,265 | $ | 6,602 | $ | 5,625 | $ | 4,702 | $ | 24,614 | $ | 16,774 | |||||||
| Average Common Shares Outstanding | 13,277,968 | 13,315,351 | 13,361,482 | 13,287,560 | 12,099,659 | 13,310,577 | 11,124,585 | ||||||||||||||
| Average Diluted Shares Outstanding | 13,638,168 | 13,669,370 | 13,740,937 | 13,653,125 | 12,521,017 | 13,670,777 | 11,545,943 | ||||||||||||||
| Earnings per Share - Basic | $ | 0.43 | $ | 0.41 | $ | 0.51 | $ | 0.43 | $ | 0.28 | $ | 1.79 | $ | 1.27 | |||||||
| Earnings per Share - Diluted | $ | 0.42 | $ | 0.40 | $ | 0.50 | $ | 0.41 | $ | 0.28 | $ | 1.74 | $ | 1.22 | |||||||
| Core Earnings per Share – Basic | $ | 0.46 | $ | 0.47 | $ | 0.49 | $ | 0.42 | $ | 0.39 | $ | 1.85 | $ | 1.51 | |||||||
| Core Earnings per Share – Diluted | $ | 0.45 | $ | 0.46 | $ | 0.48 | $ | 0.41 | $ | 0.38 | $ | 1.80 | $ | 1.45 | |||||||
| Total Quarterly/Year-to-Date Average Assets | $ | 2,209,182 | $ | 2,156,759 | $ | 2,102,692 | $ | 2,075,683 | $ | 1,827,598 | $ | 2,136,081 | $ | 1,682,177 | |||||||
| Total Quarterly/Year-to-Date Average Equity | $ | 281,589 | $ | 278,028 | $ | 270,262 | $ | 262,681 | $ | 228,496 | $ | 273,205 | $ | 200,193 | |||||||
| Return on Average Assets | 1.04 | % | 1.02 | % | 1.30 | % | 1.09 | % | 0.75 | % | 1.11 | % | 0.84 | % | |||||||
| Return on Average Equity | 8.18 | % | 7.93 | % | 10.13 | % | 8.62 | % | 6.03 | % | 8.70 | % | 7.04 | % | |||||||
| Core Return on Average Assets | 1.11 | % | 1.16 | % | 1.26 | % | 1.08 | % | 1.03 | % | 1.15 | % | 1.00 | % | |||||||
| Core Return on Average Equity | 8.69 | % | 9.01 | % | 9.77 | % | 8.57 | % | 8.23 | % | 9.01 | % | 8.38 | % | |||||||
| Core Efficiency Ratio | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Noninterest Expense | 15,203 | 14,878 | 14,577 | 13,790 | 14,409 | 58,448 | 50,248 | ||||||||||||||
| Core Adjustments | (76 | ) | (375 | ) | (436 | ) | 50 | (2,132 | ) | (837 | ) | (3,686 | ) | ||||||||
| Net Interest and Noninterest Income (3) | 22,861 | 22,154 | 24,354 | 21,431 | 19,601 | 90,800 | 70,001 | ||||||||||||||
| Core Adjustments | 125 | 606 | (684 | ) | - | (581 | ) | 47 | (442 | ) | |||||||||||
| Efficiency Ratio | 66.50 | % | 67.16 | % | 59.85 | % | 64.35 | % | 73.51 | % | 64.37 | % | 71.78 | % | |||||||
| Core Efficiency Ratio | 65.81 | % | 63.72 | % | 59.74 | % | 64.58 | % | 64.55 | % | 63.42 | % | 66.94 | % | |||||||
| Net Interest Income | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Net Interest Income | $ | 20,627 | $ | 20,258 | $ | 20,193 | $ | 19,120 | $ | 17,117 | $ | 80,198 | $ | 62,229 | |||||||
| Adjustments: | |||||||||||||||||||||
| Loan Discount Accretion | (800 | ) | (544 | ) | (826 | ) | (432 | ) | (283 | ) | (2,602 | ) | (1,278 | ) | |||||||
| Net Interest Income Excluding Loan Discount Accretion | $ | 19,827 | $ | 19,714 | $ | 19,367 | $ | 18,688 | $ | 16,834 | $ | 77,596 | $ | 60,951 | |||||||
| Total Average Interest-Earnings Assets | $ | 2,020,629 | $ | 1,977,474 | $ | 1,929,035 | $ | 1,904,870 | $ | 1,681,240 | $ | 1,956,719 | $ | 1,547,806 | |||||||
| Net Interest Margin (4) | 4.08 | % | 4.10 | % | 4.19 | % | 4.01 | % | 4.07 | % | 4.10 | % | 4.02 | % | |||||||
| Net Interest Margin Excluding Loan Discount Accretion (4) | 3.92 | % | 3.99 | % | 4.02 | % | 3.92 | % | 4.01 | % | 3.97 | % | 3.94 | % | |||||||
| Net Interest Spread | 3.65 | % | 3.66 | % | 3.75 | % | 3.61 | % | 3.70 | % | 3.67 | % | 3.71 | % | |||||||
| Net Interest Spread Excluding Loan Discount Accretion | 3.49 | % | 3.55 | % | 3.58 | % | 3.52 | % | 3.63 | % | 3.54 | % | 3.63 | % | |||||||
| (1) Tax rates, exclusive of certain nondeductible merger-related expenses and goodwill, utilized were 21% for 2019 and 2018. These rates approximated the marginal tax rates. | |||||||||||||||||||||
| --- | |||||||||||||||||||||
| (2) Includes merger and conversion-related expenses and salary and employee benefits. | |||||||||||||||||||||
| (3) Excludes gains/losses on sales of securities. | |||||||||||||||||||||
| (4) Calculated utilizing a 30/360 day count convention. | |||||||||||||||||||||
| b1BANK.com | |||||||||||||||||||||
| --- |
ex_170054.htm
Exhibit 99.2
 <br><br> <br>500 Laurel Street<br><br> <br>Baton Rouge, LA 70801 |
|
|---|---|
| FOR IMMEDIATE RELEASE | Misty Albrecht |
| --- | --- |
| January 22, 2020 | b1BANK |
| 225.286.7879 | |
| Misty.Albrecht@b1BANK.com |
Business **** First **** Bancshares, **** Inc. and **** Pedestal Bancshare s , Inc. **** Announce Merger
Baton Rouge, LA – Business First Bancshares, Inc. (“Business First”) (NASDAQ: BFST), the holding company for b1BANK, and Pedestal Bancshares, Inc. (“Pedestal”) today jointly announced the signing of a definitive agreement under which Business First will acquire Pedestal and its wholly owned bank subsidiary, Pedestal Bank. On a pro forma basis as of December 31, 2019, the combined institution would have been the 3rd largest Louisiana-headquartered bank, with total assets of approximately $3.5 billion.
“This is a transformative, franchise-building opportunity for our company,” said Jude Melville, President and CEO of Business First. “Pedestal Bank has for many years been a well-managed, high performing competitor of ours, and teaming up with them grows our market share, broadens our shareholder base, and strengthens our already deep talent pool. It’s the next step in our quest to be our region’s bank of choice.”
As of December 31, 2019, Business First had total assets of $2.3 billion, total loans of $1.7 billion, total deposits of $1.8 billion and total shareholders’ equity of $285.1 million, compared to Pedestal’s estimated $1.2 billion in total assets, $0.9 billion in total loans, $1.0 billion in total deposits and $147.8 million in shareholders’ equity. Pedestal Bank, which was founded in 1999, is headquartered in Houma, Louisiana and operates 22 branches across southern Louisiana. For the fiscal year 2019, Pedestal Bank reported pre-tax earnings of approximately $20.5 million.
Following the completion of the transaction, Business First will fix the size of its board of directors at fourteen members, which will be comprised of ten current Business First directors and four current Pedestal directors. In addition, Pedestal Bank’s President and CEO, Mark Folse, will relocate to Baton Rouge to join b1BANK’s executive team. “Over the last 20 years, Pedestal Bank has built its success and reputation on always striving to exceed our customer’s expectations,” said Folse. “We believe this partnership is a positive move that is consistent with our pursuit of enhancing not only the customer experience, but also the communities we serve. Over the years we have built relationships with the leadership team at Business First, and I am confident that our like-minded approach to customer service, employee relations, and the creation of shareholder value will present positive opportunities for all involved.”
Under the terms of the merger agreement, which has been unanimously approved by the board of each company, Pedestal’s shareholders will receive cash consideration of approximately $21.8 million, which will be in the form of a pre-closing, tax-free distribution to Pedestal’s shareholders, and approximately 7.6 million shares of Business First’s common stock. Following the completion of the transaction, former Pedestal shareholders will own approximately 36 percent of the combined company. Based on Business First’s 20-day volume weighted average price of $24.88 as of January 21, 2020, the transaction is valued at approximately $211.2 million in the aggregate. The merger agreement contains customary representations and warranties and covenants by Pedestal and Business First, and is subject to customary closing conditions, including approval by Pedestal’s and Business First’s respective shareholders and the receipt of customary regulatory approvals. The transaction is expected to close as early as the second quarter of 2020.
Raymond James & Associates, Inc. acted as financial advisor to Business First and Alston & Bird, LLP acted as legal advisor to Business First. Stephens Inc. acted as financial advisor to Pedestal and Fenimore, Kay, Harrison & Ford, LLP acted as legal advisor to Pedestal.
| b1BANK.com |
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For additional information regarding the transaction, an Investor Presentation has been filed with the Security and Exchange Commission (SEC) and may be accessed, at no charge, on the SEC’s website at www.sec.gov and at BFST’s website at www.b1BANK.com.
Ab****out Business First Bancshares, Inc.
Business First Bancshares, Inc., through its banking subsidiary b1BANK, operates 26 banking centers, in markets across Louisiana and Texas. b1BANK provides commercial and personal banking, treasury management, and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information.
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 by the use of 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. These forward-looking statements include, without limitation, statements relating to (i) the expected impact of the proposed transaction between Business First and Pedestal (the “Proposed Transaction”) on the combined entities’ operations, financial condition, and financial results, (ii) expectations regarding the ability of Business First to successfully integrate the combined businesses, and (iii) the amount of cost savings and other benefits that are expected to be realized as a result of the Proposed Transaction. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release because actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors, include, but are not limited to, the ability to obtain regulatory approvals and meet other closing conditions required to complete the Proposed Transaction, including necessary approvals by Business First’s and Pedestal’s respective shareholders, on the expected terms and schedule, delay in closing the Proposed Transaction, difficulties and delays in integrating the Pedestal businesses or fully realizing cost savings from and other anticipated benefits of the Proposed Transaction, business disruption during and following the Proposed Transaction, changes in interest rates and capital markets, inflation, customer acceptance of the combined business’s products and services, and other risk factors. Other relevant risk factors may be detailed from time to time in Business First’s press releases and filings with the Securities and Exchange Commission (SEC). All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this press release, and neither Business First nor Pedestal undertake any obligation, and each specifically declines any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.
Additional Information and Where to Find It
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the Proposed Transaction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in which such offer or solicitation would be unlawful.
In connection with the Proposed Transaction, Business First will file with the SEC a registration statement on Form S-4 (the “Registration Statement”) that will include a joint proxy statement of Business First and Pedestal and a prospectus of Business First (the “Joint Proxy Statement-Prospectus”), and Business First may file with the SEC other relevant documents concerning the Proposed Transaction. The definitive Joint Proxy Statement-Prospectus will be provided to the shareholders of Business First and Pedestal as required by applicable law. Shareholders are urged to read the Registration Statement and the Joint Proxy Statement-Prospectus regarding the Proposed Transaction carefully and in their entirety when they become available and any other relevant documents filed with the SEC by Business First, as well as any amendments or supplements to those documents, because they will contain important information about the Proposed Transaction.
Free copies of the Joint Proxy Statement-Prospectus, as well as other filings containing information about Business First, may be obtained at the SEC’s Internet site (www.sec.gov), when they are filed by Business First. You will also be able to obtain these documents, when they are filed, free of charge, from Business First at www.b1BANK.com. Copies of the Joint Proxy Statement-Prospectus can also be obtained, when it becomes available, free of charge, by directing a request to Business First Bancshares, Inc., 500 Laurel Street, Suite 101, Baton Rouge, LA 70801, Attention: Corporate Secretary, Telephone: 225-248-7600 or to Pedestal Bancshares, Inc., 1300 W. Tunnel Blvd., Houma, LA 70360, Attention: Corporate Secretary, Telephone: 985-858-5220.
Participants in the Solicitation
Business First, Pedestal and certain of their directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the shareholders of Business First and Pedestal in connection with the Proposed Transaction. Information about Business First’s directors and executive officers is available in its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on May 1, 2019. Information regarding all of the persons who may, under the rules of the SEC, be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Joint Proxy Statement-Prospectus pertaining to the Proposed Transaction and other relevant materials to be filed with the SEC when they become available. Free copies of these documents may be obtained as described in the preceding paragraph.
| b1BANK.com |
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Image Exhibit
Exhibit 99.3
