8-K

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): April 19, 2016

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.)
8440 Jefferson Highway, Suite 101 Baton Rouge, Louisiana		70809
(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 (see General Instruction A.2. below):

¨ 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))

2.02 Results of Operations and Financial Condition

8.01 Other Events

On April 19, 2016, Business First Bancshares, Inc. (the “Company”) issued a press release announcing (i) the declaration of a cash dividend in the amount of $0.05 per share, which will be paid on May 16, 2016, or as soon as practicable thereafter, to shareholders of record at the close of business on April 29, 2016, and (ii) its earnings for the quarter ended March 31, 2016. A copy of the press release (the “Press Release”) is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On April 20, 2016, the Company also issued a letter to its shareholders discussing (i) its results of operations for the quarter ended March 31, 2016, and (ii) the declaration of the cash dividend. A copy of the shareholder letter is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Company’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. The Company disclaims any obligation to, and will not, update any forward-looking statements to reflect events or circumstances after the date hereof. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented herein.

9.01 Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed herewith.

Exhibit No.	Description of Exhibit
99.1	Press release dated April 19, 2016.
99.2	Shareholder letter dated April 20, 2016.

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: April 22, 2016

BUSINESS FIRST BANCSHARES, INC.
By:	/s/ David R. Melville, III
	David R. Melville, IIII
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated April 19, 2016.
99.2	Shareholder letter dated April 20, 2016.

EX-99.1

Exhibit 99.1

 

NEWS RELEASE
MEDIA INQUIRIES: Anna Gamboa Office: 214-891-7693	FOR IMMEDIATE RELEASE April 19, 2016 Email: anna_gamboa@pyroagency.com
Business First Bancshares, Inc. Declares Common Stock Dividend BATON ROUGE, LOUISIANA – The Board of Directors of Business First Bancshares, Inc., the parent bank holding company of Business First Bank, announced today that it has declared a quarterly dividend of $0.05 cents per share on the outstanding shares of the corporation’s common stock. The dividend is payable on May 16, 2016, to stockholders of record at the close of business on April 29, 2016. Business First Bancshares reported net earnings of $1,404,000 for the quarter ended March 31, 2016, compared to net earnings of $1,133,000 for the quarter ended March 31, 2015, a year-over-year increase of 23.92%. Earnings per diluted share of common stock was $0.19 for the quarter ended March 31, 2016, compared to $0.20 per share for the quarter ended March 31, 2015. “This is a big day for us,” said Jude Melville, President and Chief Executive Officer of Business First Bancshares. “I thank our shareholders for their trust and confidence over the past 10 years as we developed a foundation upon which to build a meaningful institution. Initiation of a dividend signifies our staying power as a company, and we look forward to many opportunities to reward shareholders for their investment over the coming years.” Information about Business First Bancshares, Inc. is available at b1BANK.com. About Business First Bancshares, Inc. Business First Bancshares, Inc. is the parent bank holding company for Business First Bank, the largest community bank headquartered in Baton Rouge and one of the top institutions (by size) headquartered in Louisiana. Business First Bank operates 17 offices, including 16 banking centers and one loan production office, in seven markets across Louisiana. Business

  

 

First Bank provides commercial and personal banking, treasury management and wealth solutions services to private businesses and their owners, operators, executives and employees. It was chosen as one of American Banker magazine’s Top 40 Banks to Work For in 2014.

Forward-Looking Statements

Certain statements contained in this news 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.

  

EX-99.2

Exhibit 99.2

 

April 20, 2016

Dear fellow shareholder,

This is a milestone day for our company.

You will find enclosed a copy of the press release announcing our board of director’s recent decision to declare a quarterly dividend of $0.05 per share on the outstanding shares of the corporation’s common stock. The dividend is payable on May 16, 2016, to stockholders of record at the close of business on April 29, 2016.

The board chose to initiate the dividend after reviewing, among other things, our financial performance for the quarter ending March 31, 2016, together with our historical financial performance and trends. A few highlights from our first quarter are included below and you will be able to find more detailed financial data regarding our first quarter performance on our Quarterly Report on Form 10-Q which we expect to file on or about May 16, 2016. The link to our SEC filings posted on our website is as follows: www.b1bank.com/about-b1bank/shareholder-information/

(Dollars in Thousands, Except Per Share Data)	Quarterly Highlights (unaudited)
	March 31, 2016		December 31, 2015		March 31, 2015
Total Assets	$	1,156,201	$	1,076,089	$	734,897
Loans	$	789,379	$	772,392	$	579,580
Deposits	$	978,308	$	904,236	$	625,646
Book Value per share	$	16.34	$	15.98	$	15.15
Tangible Book Value per Share	$	15.02	$	15.14	$	15.15
Net Income	$	1,404	$	1,001	$	1,133
Earnings per share - diluted	$	0.19	$	0.14	$	0.20

On February 2, 2016, we celebrated the tenth anniversary since the chartering of our bank. While this is a relatively short time in community banking terms, those ten years have been particularly eventful for our bank, for our region, and for all of you: the aftermath of Hurricanes Katrina and Rita, the BP Oil Spill, the Great Recession, the oil and gas dip of 2009 and collapse of 2015-2016, and multiple state governmental budget crises, including the current one.

 

Over that time, our newly established institution has proven itself to be resilient, growing to be among the top five banks founded in 2006 in the country by asset size. We have been profitable for 36 straight quarters. We have become an employer of choice, attracting talented employees across our seven markets, many of whom are quite active not only professionally, but as leading members of our communities. And now we are initiating a dividend.

More than simply a dollar amount, we believe that dividend payments signify our staying power as a company. Our team has worked diligently over our first ten years to develop a solid foundation upon which to build a meaningful institution and we thank you for your trust and support during this time. We look forward to many opportunities to reward our shareholders for their investment over the coming years.

Sincerely,

Jude Melville

President and Chief Executive Officer

Note: You should expect to receive notice for our annual shareholders meeting in the next two weeks. The board has set the shareholder meeting date on June 2^nd and the date of record for voting eligibility is April 29^th, the same date as the date of record for the dividend payment. We hope you will attend. In addition, please note that if you are a former shareholder of American Gateway Financial Corporation (“AGFC”) who has not yet returned your original stock certificates formerly representing shares of AGFC in exchange for new certificates representing the shares of Business First Bancshares, Inc. to which you are entitled as a result of the merger, you must complete this exchange before you will receive your dividend payment. To complete this exchange, please contact American Stock Transfer & Trust Company, LLC, our transfer agent, at (877) 248-6417 or (718) 921-8317. If you have any questions, please contact Terre Bidwell at 225-382-9232.