8-K

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): April 23, 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 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     ☒

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 April 28, 2020, Business First Bancshares, Inc. (“Business First”), the parent company of b1BANK, issued a press release announcing financial results for the quarter ended March 31, 2020. The release also announced that the Board of Directors of Business First declared a cash dividend on April 23, 2020, in the amount of $0.10 to the shareholders of record of Business First as of May 15, 2020. The dividend is to be paid on May 31, 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.

5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)     On April 23, 2020, the Board of Directors of Business First approved amended and restated bylaws of Business First, effective immediately. The amended and restated bylaws amend and restate Business First’s bylaws in their entirety. The primary changes in the amended and restated bylaws provide that (i) the Board of Directors may allow shareholders to participate in any meeting of the shareholders by means of remote communication; (ii) to the extent permitted by law, the Board of Directors may determine that any meeting of shareholders be held solely by means of remote communication, which is sometimes referred to as a virtual meeting; and (iii) the Board of Directors may determine that any meeting of the Board of Directors be held solely by means of remote communication.

The foregoing description of the amended and restated bylaws is qualified in its entirety by reference to the complete text of the amended and restated bylaws. A copy of the bylaws, as amended and restated on April 23, 2020, is attached as Exhibit 3.2 hereto and is incorporated herein by reference.

7.01      Regulation FD Disclosure

On April 28, 2020, Business First made available the supplemental information prepared for use with the press release.

The information in this Item 7.01, including Exhibit 99.2, 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.

9.01     Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description of Exhibit
3.2	Amended and Restated Bylaws of Business First Bancshares, Inc., adopted as of April 23, 2020.
99.1	Press Release of Business First Bancshares, Inc., dated April 28, 2020.
99.2	Business First Bancshares, Inc. Investor Presentation, Q1 2020 Results.

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 28, 2020

Business First bancshares, inc.
By:	/s/ David R. Melville, III
	David R. Melville, III
	President and Chief Executive Officer

EX-3.2

Exhibit 3.2

BUSINESS FIRST BANCSHARES, INC.

AMENDED AND RESTATED BYLAWS

(adopted as of April 23, 2020)

Article I
OFFICES

Section 1.1.     Registered Office. The registered office of Business First Bancshares, Inc. (the “Corporation”) shall be located at 500 Laurel Street, Suite 101, Baton Rouge, Louisiana in the Parish of East Baton Rouge. The address of the registered office may be changed from time to time by the Board of Directors and as may be permitted by applicable law.

Section 1.2.     Other Offices. The Corporation may also have offices at such other places, both within or without the State of Louisiana, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Article II
SHAREHOLDERS

Section 2.1.     Place of Meetings; Participation by Remote Communication; Meetings Held Solely by Remote Communication. All meetings of the shareholders shall be held at the registered office of the Corporation, at such other place as may be fixed from time to time by the Board of Directors, either within or without the State of Louisiana. The Board of Directors may allow shareholders to participate in any such meeting by means of remote communication or may determine, to the extent permitted by law, that any such meeting shall not be held at any place and shall instead be held solely by means of remote communication. Shareholders participating in a meeting by means of remote communication shall be deemed present and may vote at such a meeting if the Corporation has implemented reasonable measures to verify that each person participating remotely is a shareholder and to provide such shareholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with such proceedings.

Section 2.2.     Annual Meeting. An annual meeting of the shareholders shall be held annually and at such date, time and place, if any, as may be designated by the Board of Directors. At the annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

Section 2.3.     Notice of Shareholder Proposals. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (iii) a proper matter for shareholder action that has been properly brought before the meeting by a shareholder who complies with the notice procedures set forth in this Section and who is a shareholder of record on the date of the giving of notice provided for in this Section and on the record date for the determination of shareholders entitled to vote at such annual meeting. For such business to be considered properly brought before the meeting by a shareholder such shareholder must, in addition to any other applicable requirements, have given timely notice in proper form of such shareholder’s intent to bring such business before such meeting. To be timely given, a shareholder’s notice must be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90^th day, nor earlier than the close of business on the 120^th day, prior to the anniversary date of the immediately preceding year’s annual meeting; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder to be timely must be so delivered not later than the close of business on the 10^th day following the date on which such notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. To be in proper form, a shareholder’s notice to the Secretary shall be in writing and shall set forth: (a) the name and record address of the shareholder who intends to propose the business and the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such shareholder; (b) a representation that the shareholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to introduce the business specified in the notice; (c) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; and (d) any material interest of the shareholder in such business. No business shall be conducted at the annual meeting except business brought before the annual meeting in accordance with the procedures set forth in this Section. The chairman of the meeting may refuse to acknowledge the proposal of any business not made in compliance with the foregoing procedure. Except as required by law or exchange listing rules, if applicable, nothing in this Section shall obligate the Corporation or the Board of Directors to include in any proxy statement or other shareholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any proposal submitted by a shareholder.

Section 2.4.     Special Meetings. Special meetings of the shareholders may be called by the Chairman, the Chief Executive Officer/President or a majority of the Board of Directors and shall be called by the Secretary at the written request of the holders of not less than twenty-five percent (25%) of all shares entitled to vote at the meeting. Special meetings of shareholders shall be held at at such time and place, if any, as the Secretary shall fix, or at such place, by means of remote communication, or by combination of place and remote communication, and at such time as shall be determined by the Board of Directors. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

Section 2.5.     Notice of Shareholders’ Meeting. Written or printed notice of a meeting of shareholders stating the place, if any, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 (or 15 in the case of a special meeting called at the request of the holders of not less than 25% of all shares entitled to vote at the meeting) nor more than 60 days before the day of the meeting, by or at the direction of the Chief Executive Officer/President, the Secretary, or a designee of any of the foregoing, to each shareholder of record entitled to vote at such meeting. If the Board of Directors has authorized participation by means of remote communication under Section 2.1 hereto, the notice to the holders shall describe the means of remote communication to be used. See also ARTICLE VI.

Section 2.6.     Adjournments. Any meeting of shareholders may adjourn from time to time to reconvene at the same place, if any, some other place or by means of remote communication, and notice need not be given of any such adjourned meeting if the time, date and place or means of remote communication thereof are announced at the meeting at which the adjournment is taken. At the continuation of the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 120 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

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Section 2.7.     Nominations for Directors. Subject to the rights granted to a particular class or series of stock, nominations for the election of directors may be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote for the election of directors who complies with the procedures set forth in this Section. In addition to any other applicable requirements, all nominations by shareholders must be given in a timely manner in proper written form to the Secretary of the Corporation. To be timely given, a shareholder’s notice must be delivered to, or mailed and received by, to the Secretary at the principal executive offices of the Corporation, in the case of an annual meeting, in accordance with the provisions set forth in Section 2.3, and, in the case of a special meeting of shareholders called from the purpose of electing directors, not later than the close of business on the tenth (10^th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever occurs first. To be in proper written form, the shareholder’s notice must set forth in writing as to each person whom the shareholder proposes to nominate for election as a director (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person, (d) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons), both pursuant to which the nominations are to be made by the shareholder and otherwise, (e) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors of the Corporation, and (f) any other information relating to such person that is relevant to his or qualification as a director. The shareholder’s notice must also contain as to such shareholder giving notice, the information required to be provided under Section 2.3 and be accompanied by the written consent of each nominee to serve as director of the Corporation if so elected. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in these Bylaws. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures. Except as required by law or exchange listing rules, if applicable, nothing in this Section shall obligate the Corporation or the Board of Directors to include in any proxy statement or other shareholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any nominee for director submitted by a shareholder.

Section 2.8.     Quorum. The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of shareholders. If a quorum is not present or represented at any meeting of the shareholders, the chairman of the meeting or the holders of a majority of the shares entitled to vote who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Once a quorum is attained, the shareholders present or represented at a duly organized meeting may continue to transact business notwithstanding the withdrawal of enough shareholders to leave less than a quorum. A shareholder that is present at a meeting of shareholders shall be deemed to be present for purposes of determining whether a quorum exists, except where such person is present at the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 2.9.     Proxies and Voting. On each matter submitted to a vote of the shareholders, each shareholder shall have one vote for every share of stock entitled to vote and registered in his or her name on the record date for the meeting, except to the extent that the voting rights of the shares of any class are limited or denied by the Articles of Incorporation of the Corporation (as amended, the “Articles of Incorporation”) or the Louisiana Business Corporation Act (“LBCA”).

Except as otherwise required by the Articles of Incorporation or by law, a majority of votes actually cast shall decide any matter properly brought before the shareholders at a meeting at which a quorum is present.

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At any meeting of the shareholders at which a quorum is present, every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed with the Secretary of the Corporation prior to or at the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, or unless otherwise made irrevocable by law.

Section 2.10.     Voting List. After fixing a record date for a meeting, the Corporation shall prepare an alphabetical list of the names of all of its shareholders who are entitled to notice of the meeting, arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. In the manner and to the extent required by law or exchange listing rules, if applicable, the list shall be available for inspection beginning two business days after notice is given for which the list was prepared and continuing through the meeting. This list shall be prima facie evidence of the ownership of shares in the Corporation and of the right of the shareholders listed therein to vote.

Section 2.11.     Consent of Shareholders in Lieu of Meeting. Any action required by the LBCA to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, and without prior notice, if consents in writing setting forth the action so taken are signed by the holders of outstanding shares of the Corporation having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted.

The consent(s), which shall bear the date(s) of signature(s) of the shareholder(s) signing the consent, together with a certificate by the Secretary of the Corporation to the effect that the subscribers to the consent constitute all or the required proportion of the shareholders entitled to vote on the particular question, shall be filed with the records of the proceedings of the shareholders. No written consent shall be effective to take the corporate action referenced therein unless, within 60 days of the earliest date on which a consent is delivered to the Corporation as required by this Section was signed, written consents signed by sufficient shareholders to take action have been delivered to the Corporation. An action taken by written consent shall be effective when written consents signed by sufficient shareholders to take the action are delivered to the Corporation, subject to any reasonable delay to permit tabulation of written consents by the Corporation. If the consent is signed by fewer than all of the shareholders having voting power on the question, written notice of the action taken by consent shall be given to all of the shareholders having voting power on the question, other than those who signed the consent, not more than 10 days after written consents sufficient to take the action have been delivered to the Corporation, or such later date that tabulation of consents is completed as provided by law.

Section 2.12.     Inspectors. The Board of Directors or, in the absence of a designation by the Board of Directors, the chairman of the meeting shall appoint one or more inspectors to act at the meeting and make a written certification thereof. Such inspectors shall perform such duties as shall be specified by the Board of Directors or chairman of the meeting, or as otherwise required by law or exchange listing rules, if applicable. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. No director or nominee for the office of director shall be appointed as an inspector. Except as otherwise limited by the Board of Directors or chairman of the meeting, the inspectors shall ascertain the number of shares outstanding and the voting power of each; determine the shares represented at a meeting and the validity of proxies and ballots; count all votes and ballots; determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, ballots, the regular books and records of the Corporation and any other credible evidence provided by the shareholder, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of the Corporation, brokers, their nominees or similar persons that represent more votes than the holder of a proxy is authorized by the record owner to cast, or more votes than the shareholder holds of record.

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Article III
DIRECTORS

Section 3.1.     General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or the Articles of Incorporation or these Bylaws directed or required to be exercised and done by the shareholders.

Section 3.2.     Number and Qualification of Directors. The number of directors of the Corporation shall be not less than one and not more than 25, with the exact such number as determined from time to time by the Board of Directors. Whenever the authorized number of directors is increased between annual meetings of the shareholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are chosen and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the Board of Directors which are being eliminated by the decrease. Directors need not be residents of the State of Louisiana or a shareholder of the Corporation.

Section 3.3.     Term of Office of Directors. Except with respect to a vacancy on the Board of Directors, directors shall be elected at the annual meeting of shareholders and each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.

Section 3.4.     First Meeting. The first meeting of each newly elected Board of Directors shall be held at the regularly scheduled Board meeting following the election of directors, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present; or the Board of Directors may meet at such place, if any, and time as shall be fixed by the consent in writing of all of the directors.

Section 3.5.     Place of Meeting. All meetings of the Board of Directors may be held at such place or places, either within or without the State of Louisiana, as from time to time shall be determined by the Board of Directors or Chairman, or the Board of Directors may determine that such meeting shall not be held at any place and shall instead be held solely by means of remote communication.

Section 3.6.     Regular Meetings. Regular meetings of the Board of Directors may be held at such times and places, if any, as the Board of Directors shall from time to time by resolution determine. If any day fixed for a regular meeting shall be a legal holiday under the laws of the place where the meeting is to be held, the meeting that would otherwise be held on that day shall be held at the same time on the next succeeding day that is not a legal holiday, unless otherwise determined by the Chairman.

Section 3.7.     Special Meetings. Special meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer/President or by the Secretary upon the request of a majority of directors then in office. The person(s) calling the meeting may fix the time and date of the special meeting.

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Section 3.8.     Quorum. At all meetings of the Board of Directors, a majority of the directors at the time in office shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting to another place (or means of remote communication) and/or time, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present when the meeting is convened, the directors present may continue to conduct business, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above. A director that is present at a meeting of directors shall be deemed to be present for purposes of determining whether a quorum exists, except where such person is present at the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.9.     Participation in Meetings by Conference Telephone and Other Means of Remote Communication. Without limiting the ability of the Board of Directors to hold a meeting solely by remote communication, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in and hold meetings by means of conference telephone or other similar means of remote communication by which all directors participating may simultaneously hear each other during the meeting, and such participation shall constitute the presence in person at such meeting, except where a director participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.10.     Notice of Meetings. Notice of regular meetings of the Board of Directors or of any adjourned meeting thereof need not be given. Notice of the place, if any, date, time and purpose of each special meeting of the Board of Directors shall be given to each director not less than 24 hours before the meeting, and such notice may be given in any manner permitted pursuant to Section 1-141 of the LBCA.

Section 3.11.     Rules and Regulations. The Board of Directors may adopt such rules and regulations not inconsistent with the Articles of Incorporation or these Bylaws or any other provision of law or applicable exchange listing rule for the conduct of its meetings and management of the affairs of the Corporation as the Board of Directors may deem proper.

Section 3.12.     Consent of Directors in Lieu of Meeting. Any action which may be taken at a meeting of the Board of Directors or any committee thereof may be taken by consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the Board of Directors or committee.

Section 3.13.     Compensation of Directors. The Board of Directors shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of committees. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the Corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board of Directors from time to time. In addition, the directors may be reimbursed their expenses. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation for such service.

Section 3.14.     Committees of the Board of Directors. The Board of Directors may from time to time designate from among its members one or more committees of the Board of Directors, and shall designate such committees as shall be required by applicable law or exchange listing rules, if applicable, each of which shall, except as otherwise prescribed by law, have such lawfully delegable powers of the Board of Directors in the management of the business and affairs of the Corporation as the Board of Directors may specify in the resolutions designating such committee or in the charter of such committee adopted by the Board of Directors. The composition of the committees of the Board of Directors shall be determined by the Board of Directors and shall be consistent with applicable law and exchange listing rules, if applicable. One or more directors may be named as alternate member(s) to replace any absent or disqualified members.

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The number of members on each committee may be increased or decreased from time to time by resolution of the Board of Directors. Any member of any committee may be removed from such committee at any time by resolution of the Board of Directors. Any vacancy occurring on a committee shall be filled by the Board of Directors, but the Chairman or Chief Executive Officer/President may designate another director to serve on the committee pending action of the Board of Directors. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such directors by law.

Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law and exchange listing rules, if applicable. Adequate provision shall be made for notice to members of all meetings. A majority of the members shall constitute a quorum and, at any committee meeting at which a quorum is present, all matters shall be determined by a majority vote of the members present. Committees of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the Secretary, and shall report on such proceedings to the Board of Directors. Except as otherwise provided by the Board of Directors or the relevant committee, provisions of these Bylaws governing place (if any), time and notice of meetings, quorum, voting and other procedural requirements will apply to committees and their members as well.

Section 3.15.     Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the requisite vote of the Corporation’s shareholders as required under the LBCA or the Articles of Incorporation, as applicable.

Section 3.16.     Resignation. A director of the Corporation may resign at any time by giving written notice to the Board of Directors, the Chairman, the Chief Executive Officer/President or the Secretary of the Corporation. Such resignation shall take effect on the date of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective

Section 3.17.     Vacancies. Any vacancy occurring on the Board of Directors by reason of death, resignation, removal, failure to receive more votes for than against in an uncontested election or otherwise, or newly created directorships resulting from an increase in the number of directors, may be filled by the shareholders, the Board of Directors, or if the directors remaining in office constitute fewer than a quorum, the affirmative vote of a majority of the directors remaining in office.

Section 3.18.     Advisory Directors.  The Board of Directors may from time to time create one or more positions of Advisory Director, and may fill such position or positions for such terms as the Board of Directors deems proper.  Each Advisory Director will, upon the invitation of the Board of Directors, have the privilege of attending meetings of the Board of Directors, but will do so solely as an observer.  Notice of meetings of the Board of Directors to an Advisory Director will not be required under any applicable law, the Articles of Incorporation or these Bylaws.  Each Advisory Director will be entitled to receive such compensation as may be fixed from time to time by the Board of Directors for such position.  No Advisory Director will be entitled to vote on any business coming before the Board of Directors, nor will he or she be counted as a member of the Board of Directors for the purpose of determining the number of directors necessary to constitute a quorum, for the purpose of determining whether a quorum is present, or for any purpose whatsoever.  Upon the occurrence of any vacancy in an Advisory Director position, that position will be deemed terminated until such time as the Board of Directors will again deem it proper to create and to fill the position.  An Advisory Director may be removed at any time by the Board of Directors.

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Article IV
OFFICERS

Section 4.1.     Generally. The officers of the Corporation shall consist of a Chairman, a Chief Executive Officer (who shall also be the President unless a separate office of President has been established by the Board of Directors), a Secretary, and a Chief Financial Officer, each of whom shall be a different person (except that the Chairman and the Chief Executive Officer/President may be the same person). Each of the designated officers of the Corporation shall be elected by the Board of Directors. The Board or the Chief Executive Officer/President may elect or appoint such other officers as it may from time to time determine or may delegate such power of appointment to any other executive officer of the Corporation. Only officers specifically designated by the Board of Directors as executive officers shall serve as such, and each officer shall serve at the pleasure of the Board of Directors. None of the officers except the Chief Executive Officer/President and the Chairman need be a director. Any vacancy occurring in any office may be filled by the Board of Directors, the Chief Executive Officer/President or in any other manner provided by the Board of Directors or the Chief Executive Officer/President.

Section 4.2.     Election and Term of Office. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.

Section 4.3.     Execution of Instruments. The Chief Executive Officer/President (and such other officers or agents as are authorized by these Bylaws or by resolution of the Board of Directors) shall have the power and authority to execute and deliver, for and in the name of the Corporation, bonds, notes, debentures and other evidences of indebtedness, checks, stock certificates, deeds, mortgages, deeds of trust, indentures, contracts, leases, agreements and other instruments, except where such documents are required by law to be otherwise executed and delivered or where the execution and delivery thereof shall be exclusively delegated to some other officer or agent of the Corporation.

Section 4.4.     Duties of Officers. The duties and powers of the officers of the Corporation shall be as provided in or pursuant to these Bylaws, as set forth in written job descriptions approved by the Board of Directors or Chief Executive Officer/President, or (except to the extent inconsistent with these Bylaws or with any provision made pursuant hereto) those customarily exercised by corporate officers holding such offices.

Section 4.5.     Chairman. The Chairman shall, if present, preside at meetings of the Board of Directors and the shareholders. The Chairman shall counsel with and advise the other officers of the Corporation and shall exercise such powers and perform such other duties as the Board of Directors may from time to time determine.

Section 4.6.     Vice Chairman. The Board of Directors may elect or appoint one or more Vice Chairmen of the Board of Directors who, in the absence of the Chairman, shall (in the order determined by the Board of Directors, if more than one), if present, preside at meetings of the Board of Directors. When so acting, each Vice Chairman shall have the powers, and be subject to all the restrictions on, the Chairman. Each Vice Chairman shall, when requested, counsel with and advise the Chief Executive Officer/President, the Chairman, and other officers of the Corporation and shall perform such other duties as may be agreed upon with them or as the Board of Directors may from time to time determine.

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Section 4.7.     Chief Executive Officer/President. The Chief Executive Officer/President shall serve in the dual capacities as Chief Executive Officer and President of the Corporation (unless a separate office of president has been established by the Board of Directors). The Chief Executive Officer/President shall have general powers of oversight, supervision and management of the business and affairs of the Corporation and its subsidiaries, subject to the control of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The Chief Executive Officer/President shall be authorized to execute documents and instruments in the name and on behalf of the Corporation, and shall have such other duties as the Board of Directors shall from time to time determine. In the absence of the Chairman or any Vice Chairman, the Chief Executive Officer/President shall preside at meetings of the Board of Directors. The Chief Executive Officer/President may delegate any of his authority (whether general or specific) to any other officer of the Corporation, including the authority to execute and deliver bonds, notes, debentures and other evidences of indebtedness, checks, stock certificates, deeds, mortgages, deeds of trust, indentures, contracts, leases, agreements and other instruments, except as prohibited by law or where the execution and delivery thereof shall have been exclusively delegated by the Board of Directors. Whenever the consent of the Corporation is required under the corporate governance documents of any affiliate of the Corporation, such consent may be given by the Chief Executive Officer/President or his designee, and such consent shall constitute the consent of the Corporation. The Chief Executive Officer/President may also cause the Corporation or any subsidiary of the Corporation to engage in any business activity permitted by law, regulation or policy and may organize or cause to be organized subsidiary corporations or other entities to engage in such business. All checks or demands for money and notes of the Corporation may be executed by the Chief Executive Officer/President or such other persons as the Chief Executive Officer/President may from time to time designate. Without limitation to any other power and authority exercisable by the Chief Executive Officer/President, the Chief Executive Officer/President and such other officers as he may from time to time designate, shall be authorized and empowered (i) to open and close accounts of the Corporation with any person, partnership or other entity for the purpose of the purchase and sale of securities of any kind or nature for the account of the Corporation; (ii) to open and close accounts of the Corporation of any kind or nature with any depository institution or financial intermediary and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other such actions with respect thereto as such person(s), in his sole discretion, shall deem necessary or advisable; (iii) to purchase and sell in the name and on behalf of the Corporation, any security issued by any corporation, partnership or other entity, whether public, private or hybrid, in such amounts and for such consideration as such person(s) shall deem appropriate, provided however that no person shall have the authority to sell any shares of capital stock of any subsidiary of the Corporation other than to the Corporation or another wholly-owned subsidiary of the Corporation without the prior approval of the Board of Directors; and (iv) to borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as such person(s) shall deem appropriate in furtherance of the business of the Corporation and, in connection with the foregoing and the investment of the proceeds of borrowings, shall have the authority to sign, execute, acknowledge, verify, deliver and accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments, satisfactions, settlements, powers of attorney, undertakings and other instruments or documents.

Section 4.8.     Vice President. The Vice President(s), if any, in the order determined by the Board of Directors or Chief Executive Officer/President, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer/President shall prescribe.

Section 4.9.     Secretary. The Secretary shall give or cause to be given all authorized notices required to be given by the Corporation. The Secretary shall also keep minutes of all meetings of the shareholders and the Board of Directors and committees thereof. The Secretary shall have charge of the corporate books and shall perform such other duties and have such powers as the Board of Directors or the Chief Executive Officer/President may from time to time prescribe. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board of Directors or the Chief Executive Officer/President, affix the same to any instrument requiring it. The Assistant Secretary(ies), if any, in the order determined by the Board of Directors or the Chief Executive Officer/President shall perform such duties and have such powers as the Board of Directors or the Chief Executive Officer/President may from time to time prescribe.

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Section 4.10.     Chief Financial Officer. The Chief Financial Officer shall have general supervision over the financial operations of the Corporation and its subsidiaries, subject to the direction of the Board of Directors and the Chief Executive Officer/President. The Chief Financial Officer shall render from time to time an accounting of all transactions and of the financial condition of the Corporation.

Section 4.11.     Delegation of Authority. The Board of Directors and the Chief Executive Officer/President may from time to time delegate the powers or duties of any officer to any other officers and agents, notwithstanding any other provision hereof, except as prohibited by law or where such power or duties shall have been exclusively delegated by the Board of Directors.

Section 4.12.     Compensation of Officers and Agents. The compensation of all officers and agents of the Corporation, if any, shall be fixed by, or in a manner determined by, the Board of Directors unless such determination is delegated to Corporation management.

Section 4.13.     Resignation. Subject at all times to the right of removal as provided below, any officer may resign at any time by giving notice to the Board of Directors, the Chief Executive Officer/President or the Secretary. Any such resignation shall take effect on the date of receipt of such notice or at any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 4.14.     Removal. Any officer or agent of the Corporation may be removed at any time, with or without cause, by the Board of Directors, the Chief Executive Officer/President or, except in the case of the Chairman, Vice Chairman or Chief Executive Officer/President, by any committee of the Board of Directors or superior officer upon whom such power may be conferred by the Board of Directors or the Chief Executive Officer/President.

Section 4.15.     Vacancies. Any vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors, and the office so elected shall hold office until his or her successor is chosen and qualified.

Section 4.16.     Action with Respect to Securities of Other Corporations. Unless otherwise directed by the Board of Directors, the Chief Executive Officer/President or any person authorized by the Chief Executive Officer/President shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of shareholders of or with respect to any action of the shareholders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

Article V
CERTIFICATES OF STOCK

Section 5.1.     Certificated and Uncertificated Shares. The shares of the capital stock of the Corporation may be either certificated shares or uncertificated shares; provided, however, that every holder of capital stock of the Corporation shall be entitled to have a certificate evidencing the number and class (and series, if any) of shares owned by him or her and containing such information as required by law and exchange listing rules, if applicable. As used herein, the term “certificated shares” means shares represented by instruments in bearer or registered form, and the term “uncertificated shares” means shares not represented by instruments and the transfers of which are registered upon books maintained for that purpose by or on behalf of the Corporation.

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Section 5.2.     Certificates of Stock. Certificates representing shares of stock of each class or series of stock of the Corporation, whenever authorized by the Board of Directors or required by law, shall be in such form as shall be approved by the Board of Directors. Such certificates shall be executed on behalf of the Corporation by the Chief Executive Officer/President or a Vice President, and the Secretary or an Assistant Secretary, of the Corporation and may be sealed with the corporate seal of the Corporation or a facsimile thereof. The signature of any officer may be a facsimile. Certificates bearing the signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Corporation, shall be validly executed notwithstanding that such individuals or any of them have ceased to be so authorized prior to the delivery of such certificates or did not hold such offices at the date of delivery of such certificates.

No certificate shall be issued until the consideration for such certificate has been fully paid. Each certificate representing shares of the Corporation shall state upon the face thereof the name of the Corporation, that the Corporation is organized under the laws of the State of Louisiana, the name of the person to whom the shares are issued, and the number and class of shares and the designation of the series, if any, that such certificate represents.

Section 5.3.     Designation of Classes of Stock. If the Corporation is authorized to issue shares of more than one class, each certificate representing shares issued by the Corporation shall conspicuously set forth on the certificate, or shall state that the Corporation will furnish to any shareholder upon request and without charge, a summary of the designations, preferences, limitations, and relative rights of the shares of each class and of each series of each preferred or special class, so far as the same have been fixed, and the authority of the Board of Directors to establish other series and to fix the relative rights, preferences and limitations of the shares of any class or series by amendment of the articles.

Section 5.4.     Lost, Stolen, Destroyed or Mutilated Certificates. The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen, destroyed or mutilated upon the surrender of the mutilated certificate or, in the case of a lost, stolen or destroyed certificate, upon such terms and conditions as the Board of Directors or Chief Executive Officer/President may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board of Directors or Chief Executive Officer/President may require for the protection of the Corporation or any transfer agent or registrar.

Section 5.5.     Registrar and Transfer Agent. The Corporation shall keep, or cause to be kept, at its registered office or at such other location designated by the Board of Directors, a register or registers in which, subject to such reasonable regulations as the Board of Directors may prescribe, the registrar and transfer agent shall register the stock of the Corporation and the transfers thereof. The registrar or transfer agent shall be the Secretary unless otherwise provided for by resolution of the Board of Directors.

Section 5.6.     Registration of Transfer and Exchange. Stock of the Corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made only on the books of the Corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate for the purpose of such transfer, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the Corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the Corporation or the transfer agent thereof. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to who transferred.

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Section 5.7.     Regulations. The Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue and transfer of certificates representing shares of stock of each class of the Corporation and may make such rules and take such action as it may deem expedient concerning the issue of certificates in lieu of certificates claimed to have been lost, stolen, destroyed or mutilated.

Section 5.8.     Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive payment of any dividend or other distribution, or to receive or exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purposes, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, which record date shall be not more than 70 days prior to the date on which the action requiring the determination of shareholders is to be taken. A determination of shareholders entitled to notice of or to vote at a meeting of the shareholders shall apply to any adjournment of the meeting, unless the Board of Directors elects to fix a new record date or the meeting is adjourned for more than 120 days.

Except as the Board of Directors may otherwise provide, if no record date is fixed for the purpose of determining shareholders (i) entitled to notice of and to vote at a meeting, the close of business on the day before the notice of the meeting is mailed, or if notice is waived, the close of business on the day before the meeting, shall be the record date for such purpose, or (ii) for any other purpose, the close of business on the day which the Board of Directors adopts the resolution relating thereto shall be the record date for such purposes.

Section 5.9.     Stock Transfer Books. The Board of Directors may, from time to time and in its discretion, order that the stock transfer books shall be closed.

Section 5.10.     Registered Shareholders. The Corporation shall be entitled to recognize and treat a person registered on its records as the owner of shares, as the exclusive owner in fact thereof for all purposes, and as the person entitled to have and to exercise all rights and privileges incident to the ownership of such shares, including the right to vote and to receive dividends, distributions or payments of interest and principal thereon. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Louisiana; and the rights under this section shall not be affected by any actual or constructive notice which the Corporation, or any or its directors, officers or agents, may have to the contrary.

Article VI
NOTICES

Section 6.1.     Notices. Whenever required by law, the Articles of Incorporation or these Bylaws, notice is to be given to any director, committee member or shareholder, and no provision is made as to how such notice is to be given, such notice may be given: (i) in writing, by mail, postage prepaid, addressed to such director, committee member or shareholder at such address as appears on the books of the Corporation or (ii) in any other method permitted by the LBCA. Any notice required or permitted to be given by mail shall be deemed to be given at the time the same is deposited in the United States mail with postage thereon paid. Notice to directors, committee members or shareholders may also be given by nationally recognized overnight delivery or courier service, and shall be deemed given when such notice shall be received by the proper recipient thereof or, if earlier, one (1) day after such notice is sent by such overnight delivery or courier service. Notice from the Corporation may be given to the shareholder, director or committee member by electronic transmission in accordance with the LBCA. Notice by electronic transmission shall be deemed to be received in accordance with the LBCA. If the notice required by this Section is given by multiple means, such notice shall be effective as of the earliest date on which it was received.

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Section 6.2.     Waivers. Whenever notice is required by statute, the Articles of Incorporation or these Bylaws to be given, a written waiver signed by or on behalf of the person entitled to notice or a waiver by electronic transmission by the person entitled to notice, given before or after the time of the event for which notice is to be given, shall be equivalent to giving the notice. A waiver transmitted by email will be deemed given if transmitted from an email address provided by such person for the purpose of receiving notices or other communications from the Corporation. Neither the business nor the purpose of the meeting need be specified in a waiver. Attendance of a shareholder, director or committee member at a meeting will constitute a waiver of notice of that meeting, except when the shareholder, director or committee member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting has not been lawfully called or convened or, in the case of a shareholder, the lack of proper notice to the shareholders.

Article VII
MISCELLANEOUS

Section 7.1.     Facsimile or Electronic Signatures. In addition to the provisions for use of facsimile or electronic signatures elsewhere specifically authorized in these Bylaws, facsimile or electronic signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof. For purposes of this Section, an electronic signature contemplates, among other things, a scanned signature in “pdf” format or a similar format acceptable to the Corporation.

Section 7.2.     Distributions. The Board of Directors may declare and the Corporation may pay distributions on its outstanding shares in cash, property or shares of the Corporation in accordance with law and subject to the Articles of Incorporation.

Section 7.3.     Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Chief Financial Officer, or an Assistant Secretary. Unless otherwise provided by law, it shall not be mandatory that the corporate seal or its facsimile be impressed or affixed on any document executed on behalf of the Corporation.

Section 7.4.     Reliance Upon Books, Reports and Records. A director or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be protected to the fullest extent permitted by law in relying on the books of account or other records of the Corporation and upon information, opinion, reports or statements presented to the Corporation.

Section 7.5.     Checks. In addition to the authority granted in these Bylaws, all checks, drafts and other orders for the payment of money out of the funds of the Corporation shall be signed on behalf of the Corporation by the Chairman, the Chief Executive Officer/President or Chief Operations Officer of the Corporation, or by such other officer of the Corporation as has been specifically authorized by the Board of Directors.

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Section 7.6.     Time Periods. In computing any period of time under these Bylaws, calendar days shall be used, the day that marks the commencement of the period shall not be counted, and the period shall end upon the expiration of the last day of the period; provided, however, that if the day on which the period is to expire is a legal holiday under the laws of the State of Louisiana, then the period shall end upon the expiration of the next day that is not a legal holiday.

Section 7.7.     Application of Bylaws. In the event that any provision of these Bylaws is or may be in conflict with any law of the United States or the State of Louisiana or of any other governmental body or power having jurisdiction over the Corporation, or any applicable exchange listing rules, that provision of these Bylaws shall be inoperative to the extent only that the operation thereof unavoidably conflicts with such law, and shall in all other respects be in full force and effect.

Section 7.8.     Fiscal Year. The fiscal year of the Corporation shall be the calendar year.

Article VIII
AMENDMENT OF BYLAWS

Except as otherwise limited by law, these Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the Board of Directors or the shareholders.

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EX-99.1

Exhibit 99.1

500 Laurel Street
Baton Rouge, LA 70801
Phone: 877.614.7600

FOR IMMEDIATE RELEASE	Misty Albrecht
April 28, 2020	b1BANK
	225.286.7879
	Misty.Albrecht@b1BANK.com

BUSINESS FIRST BANCSHARES, INC., ANNOUNCES FINANCIAL RESULTS FOR Q1 2020

Baton Rouge, La. (April 28, 2020) – Business First Bancshares, Inc. (NASDAQ: BFST) (Business First), parent company of b1BANK, Baton Rouge, Louisiana, today announced its unaudited results for the quarter ended March 31, 2020, including net income of $4.5 million, or $0.34 per diluted share, decreases of $1.2 million and $0.07, respectively, from the quarter ended March 31, 2019. On a non-GAAP basis, core net income for the quarter ended March 31, 2020, which excludes noncore income and expenses, was $5.0 million, or $0.37 per diluted share, decreases of $655,000 and $0.04, respectively, from the quarter ended March 31, 2019. Both net income and diluted earnings per share were adversely impacted for the quarter ended March 31, 2020, by additional provision for loan losses related to the expected impact of the COVID-19 pandemic.

In response to the COVID-19 pandemic, Business First proactively assisted, and continues to assist, customers by deferring principal and/or interest payments on approximately 1,000 loans with an outstanding balance of $468 million as of April 19, 2020. Additionally, through April 19, 2020, Business First approved $250 million of Small Business Administration (SBA) Paycheck Protection Program (PPP) loans for approximately 1050 applicants.

“2020 opened with a sense of optimism. Our organization achieved solid growth in quality assets, continued to aggregate talented employees and announced a transformative acquisition,” said Jude Melville, president and CEO. “Clearly the end of the first quarter of this new year has been unexpected. While the foreseeable future is challenging, we also know the positives with which we started the year—strong relationships with clients, talented employees, a deeper, more liquid balance sheet-- will ultimately enable us to contribute to our region’s recovery.”

On April 23, 2020, Business First’s board of directors declared a quarterly dividend based upon financial performance for the first quarter in the amount of $0.10 per share, same as the prior quarter, to the common shareholders of record as of May 15, 2020. The dividend will be paid on May 31, 2020, or as soon thereafter as practicable.

b1BANK.com

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Quarterly Highlights

● Stable Credit Quality. Ratios of nonperforming loans compared to loans held for investment and nonperforming assets compared to total assets increased from 0.53% and 0.58%, respectively, at December 31, 2019, to 0.57% and 0.59% at March 31, 2020. The increase in the nonperforming loan ratio was impacted by a single commercial loan becoming past due 90 days or more.

● Stable Net Interest Margin and Spread. Net interest margin and spread were impacted due to the federal funds rate cuts of 150 basis points during the month of March 2020 and one less day for the quarter ended March 31, 2020, offset by loan growth early in the quarter and a reduction in cost of funds compared to the quarter ended December 31, 2019. Net interest margin and net interest spread were 3.93% and 3.55%, respectively, for the quarter ended March 31, 2020, compared to 4.08% and 3.65% for the quarter ended December 31, 2019. Excluding loan discount accretion, net interest margin and spread were 3.88% and 3.49%, respectively, for the quarter ended March 31, 2020, compared to 3.92% and 3.49% for the quarter ended December 31, 2019.

● Loan Growth. Total loans held for investment at March 31, 2020, were $1.8 billion, an increase of $61.1 million compared to December 31, 2019. Loan growth was 14.3% (annualized) for the quarter ended March 31, 2020. A significant portion of the loan growth occurred early in the quarter, attributed to delayed closings from the quarter ended December 31, 2019, as previously mentioned in the Q4 2019 press release.

● Pedestal Bancshares Inc. Acquisition. Business First executed a definitive agreement to acquire Pedestal Bancshares Inc. on January 22, 2020. Business First received regulatory and shareholder approval in April 2020 and anticipates closing the acquisition in early May 2020.

Financial Condition

March 31, 2020, Compared to December 31, 2019

Loans

Total loans held for investment increased by $61.1 million compared to December 31, 2019, or 14.30% annualized, for the quarter ended March 31, 2020. The growth in the loan portfolio, on a percentage basis, was largely attributed to the commercial, real estate – construction and land, and real estate – farmland segments.

Business First’s unfunded commitments remained constant throughout the quarter, including March which was most impacted by the COVID-19 pandemic. Consequently, the increase in the loan portfolio was attributable to new loan originations, as draws on existing unfunded commitments were minimal.

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Credit Quality

Nonperforming loans as a percentage of total loans held for investment increased from 0.53% as of December 31, 2019, to 0.57% as of March 31, 2020. The increase was attributable to an increase in past due loans of $762,000, of which $465,000 was attributable to a single commercial loan, and $324,000 in nonaccrual loans. Nonperforming assets as a percentage of total assets increased from 0.58% as of December 31, 2019, to 0.59% as of March 31, 2020.

Total Shareholders’ Equity

Book value per common share was $21.58 at March 31, 2020, compared to $21.47 at December 31, 2019. Total shareholders’ equity was impacted by $5.0 million of share repurchases, at an average weighted price of $11.50 per share, for the quarter ended March 31, 2020. Common equity to total assets remains strong at 12.33% at March 31, 2020.

March 31, 2020, Compared to March 31, 2019

Loans

Total loans held for investment increased by $185.2 million compared to March 31, 2019, or 11.7%. The growth in the loan portfolio was spread throughout many of the loan segments, although exposure was reduced in the real estate – multi-family residential and consumer segments.

Credit Quality

Nonperforming loans as a percentage of total loans held for investment decreased from 0.84% as of March 31, 2019, to 0.57% as of March 31, 2020. Nonperforming assets as a percentage of total assets decreased from 0.71% as of March 31, 2019, to 0.59% as of March 31, 2020.

Total Shareholders’ Equity

Book value per common share was $21.58 at March 31, 2020, compared to $20.14 at March 31, 2019.

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Results of Operations

First Quarter 2020 Compared to Fourth Quarter 2019

Net Income and Diluted Earnings Per Share

For the quarter ended March 31, 2020, net income was $4.5 million, or $0.34 per diluted share, compared to net income of $5.8 million, or $0.42 per diluted share, for the quarter ended December 31, 2019. The decreases were largely attributable to the federal funds rate cuts of 150 basis point during March 2020, resulting in a decrease in net interest income, the increase in the provision for loan losses, largely attributable to the COVID-19 pandemic, and the increase in merger and conversion-related expenses, offset by a reduction in provision for income taxes attributable to stock option exercises and increase in other income.

On a non-GAAP basis, core net income, which excludes noncore income and expenses, for the quarter ended March 31, 2020, was $5.0 million, or $0.37 per diluted share, compared to core net income of $6.1 million, or $0.45 per diluted share, for the quarter ended December 31, 2019. Notable noncore events impacting earnings for the quarter ended March 31, 2020, included the incurrence of $126,000 in gains associated with the disposal of former bank premises and equipment in other income and $1.2 million in acquisition-related expenses, compared to the incurrence of $125,000 in losses associated with the disposal of former bank premises and equipment in other income related to the rebranding of b1BANK and a $216,000 adjustment to estimated provision for income taxes associated with the sale of the Mangham banking center for the quarter ended December 31, 2019.

Interest Income

For the quarter ended March 31, 2020, net interest income totaled $20.2 million and net interest margin and net interest spread were 3.93% and 3.55%, respectively, compared to $20.6 million, 4.08% and 3.65% for the quarter ended December 31, 2019. The average yield on the loan portfolio was 5.55% for the quarter ended March 31, 2020, compared to 5.82% for the quarter ended December 31, 2019. The average yield on total interest-earning assets was 5.06% for the quarter ended March 31, 2020, compared to 5.28% for the quarter ended December 31, 2019.

Average loan yield, average yield on total interest-earning assets, net interest margin, and net interest spread were impacted for the quarter ended March 31, 2020, by less discount accretion, lower yielding loans due to the federal funds rate cuts of 150 basis points during March, and one less day for the quarter ended March 31, 2020, compared to the quarter ended December 31, 2019. The impact to net interest margin and net interest spread was mitigated by a reduction in the overall cost of funds (which includes noninterest-bearing deposits).

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Net interest margin and net interest spread (excluding loan discount accretion of $290,000) were 3.88% and 3.49%, respectively, for the quarter ended March 31, 2020, compared to 3.92% and 3.49% (excluding loan discount accretion of $800,000) for the quarter ended December 31, 2019.

Interest Expense

For the quarter ended March 31, 2020, overall cost of funds (which includes noninterest-bearing deposits) decreased by seven basis points, from 1.27% to 1.20%, compared to the quarter ended December 31, 2019. The decrease in cost of funds was largely attributable to an overall reduction in interest rates on b1BANK’s deposit offerings.

Other Income

For the quarter ended March 31, 2020, other income was impacted by an additional $230,000 in small business investment company (SBIC) investment income and $250,000 increase in gains/losses on sales of former premises and equipment compared to the quarter ended December 31, 2019.

Other Expense

For the quarter ended March 31, 2020, salaries and employee benefits increased $410,000 due to annual raises, tax on executive bonus, tax on stock option exercises and increased headcount of full-time equivalent employees from 355 to 367, offset by one less day during the quarter ended March 31, 2020, compared to the quarter ended December 31, 2019.

Other expenses increased by $1.1 million due to merger and conversion-related costs incurred during the quarter ended March 31, 2020, offset by a decrease of $379,000 in additional other real estate owned expenses and write-downs compared to the quarter ended December 31, 2019.

Provision for Loan Losses

During the quarter ended March 31, 2020, Business First recorded a provision for loan losses of $1.4 million, compared to $192,000 for the quarter ended December 31, 2019. The reserve for the quarter ended March 31, 2020, was impacted significantly by the expected impact of the COVID-19 pandemic. The increase related to COVID-19 was recorded through a qualitative adjustment. The provision for the quarter ended December 31, 2019, was lower due to tempered annualized loan growth of 3.67% during the quarter.

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Return on Assets and Equity

Return on average assets and equity, each on an annualized basis, were 0.80% and 6.31%, respectively, for the quarter ended March 31, 2020, compared to 1.04% and 8.18%, respectively, for the quarter ended December 31, 2019.

First Quarter 2020 Compared to First Quarter 2019

Net Income and Diluted Earnings Per Share

For the quarter ended March 31, 2020, net income was $4.5 million, or $0.34 per diluted share, compared to net income of $5.7 million, or $0.41 per diluted share, for the quarter ended March 31, 2019. The decreases in net income and diluted earnings per share were mainly attributable to increased provision for loan losses, expenses in salaries and employee benefits, merger and conversion-related expenses, other real estate owned expenses and write-downs and other expenses, offset by an increase in net interest income, other income and reduction in provision for income taxes associated with stock option exercises.

On a non-GAAP basis, core net income, which excludes noncore income and expenses, for the quarter ended March 31, 2020, was $5.0 million, or $0.37 per diluted share, compared to core net income of $5.6 million, or $0.41 per diluted share, for the quarter ended March 31, 2019. Notable noncore events impacting earnings for the quarter ended March 31, 2020, included the incurrence of $126,000 in gains associated with the disposal of former bank premises and equipment in other income and $1.2 million in acquisition-related expenses.

Interest Income

For the quarter ended March 31, 2020, net interest income totaled $20.2 million and net interest margin and net interest spread were 3.93% and 3.55%, respectively, compared to $19.1 million, 4.01% and 3.61% for the quarter ended March 31, 2019. The average yield on the loan portfolio was 5.55% for the quarter ended March 31, 2020, compared to 5.79% for the quarter ended March 31, 2019. The average yield on total interest-earning assets was 5.06% for the quarter ended March 31, 2020, compared to 5.16% for the quarter ended March 31, 2019.

Average loan yield, average yield on total interest-earning assets, net interest margin, and net interest spread were impacted for the quarter ended March 31, 2020, largely by the federal funds rate cuts of 225 basis points which occurred throughout the second half of 2019 and first quarter of 2020.

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Net interest margin and net interest spread (excluding loan discount accretion of $290,000) were 3.88% and 3.49%, respectively, for the quarter ended March 31, 2020, compared to 3.92% and 3.52% (excluding loan discount accretion of $432,000) for the quarter ended March 31, 2019.

Interest Expense

For the quarter ended March 31, 2020, overall cost of funds (which includes noninterest-bearing deposits) decreased by one basis point, from 1.21% to 1.20%, compared to the quarter ended March 31, 2019.

Other Income

For the quarter ended March 31, 2020, other income was impacted by $380,000 in SBIC investment income, $126,000 in gains on sales of former premises and equipment, and $177,000 of SBA loan sales, offset by reductions in correspondent bank income of $99,000 and rental income of $133,000.

Other Expense

For the quarter ended March 31, 2020, salaries and employee benefits increased $883,000 due to annual merit raises and increased headcount of full-time equivalent employees from 346 to 367 compared to the quarter ended March 31, 2019.

Other expenses increased for the quarter ended March 31, 2020, by $1.4 million in merger and conversion-related costs, $226,000 in additional other real estate owned expenses and write-downs, and approximately $141,000 in loan collection expenses compared to the quarter ended March 31, 2019.

Provision for Loan Losses

During the quarter ended March 31, 2020, Business First recorded a provision for loan losses of $1.4 million compared to $633,000 for the quarter ended March 31, 2019. The reserve for the quarter ended March 31, 2020, was impacted significantly by the expected impact of the COVID-19 pandemic. The increase related to COVID-19 was recorded through a qualitative adjustment.

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Return on Assets and Equity

Return on average assets and return on average equity, each on an annualized basis, were 0.80% and 6.31%, respectively, for the quarter ended March 31, 2020, from 1.09% and 8.62%, respectively, for the quarter ended March 31, 2019.

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” or “pre-tax, pre-provision”) 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.

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, including those factors specified in our Annual Report on Form 10-K and other public filings. Actual results will also be significantly impacted by the effects of the ongoing COVID-19 pandemic, including, among other effects: the impact of the public health crisis; the extent and duration of closures of businesses, including our branches, vendors and customers; the operation of financial markets; employment levels; market liquidity; the impact of various actions taken in response by the U.S. federal government, the Federal Reserve, other banking regulators, state and local governments; the adequacy of our allowance for loan losses in relation to potential losses in our loan portfolio; and the impact that all of these factors have on our borrowers, other customers, vendors and counterparties. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.

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Additional Information

For additional information on Business First, you may obtain Business First’s reports that are filed with the Securities and Exchange Commission (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)

	March 31,			December 31,			March 31,
(Dollars in thousands)	2020			2019			2019
Balance Sheet Ratios
Loans (HFI) to Deposits		98.26	%		95.97	%		90.93	%
Shareholders' Equity to Assets Ratio		12.33	%		12.54	%		12.81	%
Loans Receivable Held for Investment
Commercial	$	431,992		$	390,398		$	389,855
Real Estate:
Construction and Land		260,836			244,181			211,888
Farmland		53,900			48,681			44,066
1-4 Family Residential		295,876			293,142			275,610
Multi-Family Residential		32,859			36,454			39,548
Nonfarm Nonresidential		623,114			612,608			550,103
Total Real Estate		1,266,585			1,235,066			1,121,215
Consumer		72,803			84,801			75,112
Total Loans	$	1,771,380		$	1,710,265		$	1,586,182
Allowance for Loan Losses
Balance, Beginning of Period	$	12,124		$	12,090		$	11,220
Charge-offs – Quarterly		(194	)		(190	)		(57	)
Recoveries – Quarterly		22			32			22
Provision for Loan Losses – Quarterly		1,367			192			633
Balance, End of Period	$	13,319		$	12,124		$	11,818
Allowance for Loan Losses to Total Loans (HFI)		0.75	%		0.71	%		0.75	%
Net Charge-offs (Recoveries) to Average Total Loans		0.01	%		0.01	%		0.00	%
Nonperforming Assets
Nonperforming Loans:
Nonaccrual Loans	$	9,301		$	8,977		$	13,183
Loans Past Due 90 Days or More		834			72			77
Total Nonperforming Loans		10,135			9,049			13,260
Other Nonperforming Assets:
Other Real Estate Owned		3,281			4,036			1,683
Other Nonperforming Assets		11			160			11
Total Other Nonperforming Assets		3,292			4,196			1,694
Total Nonperforming Assets	$	13,427		$	13,245		$	14,954
Nonperforming Loans to Total Loans (HFI)		0.57	%		0.53	%		0.84	%
Nonperforming Assets to Total Assets		0.59	%		0.58	%		0.71	%

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Business First Bancshares, Inc.

Selected Financial Information

(Unaudited)

	Three Months Ended									Three Months Ended
	March 31,			December 31,			March 31,			March 31,			March 31,
(Dollars in thousands, except per share data)	2020			2019			2019			2020			2019
Per Share Data
Basic Earnings per Common Share	$	0.34		$	0.43		$	0.43		$	0.34		$	0.43
Diluted Earnings per Common Share	$	0.34			0.42			0.41			0.34			0.41
Dividends per Common Share		0.10			0.10			0.08			0.10			0.08
Book Value per Common Share		21.58			21.47			20.14			21.58			20.14
Average Common Shares Outstanding		13,313,154			13,277,968			13,287,560			13,313,154			13,287,560
Average Diluted Shares Outstanding		13,367,276			13,638,168			13,653,125			13,367,276			13,653,125
End of Period Common Shares Outstanding		13,067,987			13,279,363			13,361,482			13,067,987			13,361,482
Annualized Performance Ratios
Return on Average Assets		0.80	%		1.04	%		1.09	%		0.80	%		1.09	%
Return on Average Equity		6.31	%		8.18	%		8.62	%		6.31	%		8.62	%
Net Interest Margin		3.93	%		4.08	%		4.01	%		3.93	%		4.01	%
Net Interest Spread		3.55	%		3.65	%		3.61	%		3.55	%		3.61	%
Efficiency Ratio (1)		72.39	%		66.50	%		64.35	%		72.39	%		64.35	%
Total Quarterly/Year-to-Date Average Assets	$	2,244,584		$	2,209,182		$	2,075,683		$	2,244,584		$	2,075,683
Total Quarterly/Year-to-Date Average Equity		285,338			281,589			262,681			285,338			262,681
Other Operating Expenses
Salaries and Employee Benefits	$	9,435		$	9,025		$	8,552		$	9,435		$	8,552
Occupancy and Bank Premises		1,060			920			1,103			1,060			1,103
Depreciation and Amortization		601			588			628			601			628
Data Processing		652			477			616			652			616
FDIC Assessment Fees		147			(15	)		150			147			150
Legal and Other Professional Fees		394			302			318			394			318
Advertising and Promotions		306			385			327			306			327
Utilities and Communications		317			316			298			317			298
Ad Valorem Shares Tax		375			388			345			375			345
Directors' Fees		74			119			205			74			205
Other Real Estate Owned Expenses and Write-Downs		253			632			27			253			27
Merger and Conversion-Related Expenses		1,148			(1	)		(254	)		1,148			(254	)
Other		1,881			2,067			1,475			1,881			1,475
Total Other Expenses	$	16,643		$	15,203		$	13,790		$	16,643		$	13,790

(1) Noninterest expense (excluding provision for loan losses) divided by noninterest income plus net interest income less gain/loss on sales of securities.

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Business First Bancshares, Inc.

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,			March 31,
(Dollars in thousands)	2020			2019			2019
Assets
Cash and Due From Banks	$	80,109		$	89,371		$	52,606
Federal Funds Sold		29,135			61,372			30,093
Securities Available for Sale, at Fair Values		275,115			278,193			304,122
Mortgage Loans Held for Sale		868			251			753
Loans and Lease Receivable		1,771,380			1,710,265			1,586,182
Allowance for Loan Losses		(13,319	)		(12,124	)		(11,818	)
Net Loans and Lease Receivable		1,758,061			1,698,141			1,574,364
Premises and Equipment, Net		29,656			29,280			27,014
Accrued Interest Receivable		7,724			8,025			7,054
Other Equity Securities		11,721			12,565			8,508
Other Real Estate Owned		3,281			4,036			1,683
Cash Value of Life Insurance		32,765			32,568			32,050
Deferred Taxes, Net		1,800			2,145			3,077
Goodwill		48,495			48,495			49,534
Core Deposit Intangible		6,471			6,694			7,655
Other Assets		2,461			2,699			2,887
Total Assets	$	2,287,662		$	2,273,835		$	2,101,400
Liabilities
Deposits:
Noninterest-Bearing	$	417,534		$	398,847		$	396,775
Interest-Bearing		1,385,274			1,383,163			1,347,608
Total Deposits		1,802,808			1,782,010			1,744,383
Securities Sold Under Agreements to Repurchase		14,728			67,989			11,070
Short-Term Borrowings		5,000			-			-
Subordinated Debt		25,000			25,000			25,000
Federal Home Loan Bank Borrowings		138,000			93,000			30,000
Accrued Interest Payable		1,573			1,533			2,039
Other Liabilities		18,523			19,206			19,764
Total Liabilities		2,005,632			1,988,738			1,832,256
Shareholders' Equity
Common Stock		13,068			13,279			13,361
Additional Paid-In Capital		206,966			212,505			213,537
Retained Earnings		59,859			56,700			42,576
Accumulated Other Comprehensive Loss		2,137			2,613			(330	)
Total Shareholders' Equity		282,030			285,097			269,144
Total Liabilities and Shareholders' Equity	$	2,287,662		$	2,273,835		$	2,101,400

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Business First Bancshares, Inc.

Consolidated Statements of Income

(Unaudited)

	Three Months Ended								Three Months Ended
	March 31,		December 31,			March 31,			March 31,		March 31,
(Dollars in thousands)	2020		2019			2019			2020		2019
Interest Income:
Interest and Fees on Loans	$	24,143	$	24,732		$	22,423		$	24,143	$	22,423
Interest and Dividends on Securities		1,731		1,739			1,874			1,731		1,874
Interest on Federal Funds Sold and Due From Banks		142		193			290			142		290
Total Interest Income		26,016		26,664			24,587			26,016		24,587
Interest Expense:
Interest on Deposits		4,686		4,908			4,757			4,686		4,757
Interest on Borrowings		1,119		1,129			710			1,119		710
Total Interest Expense		5,805		6,037			5,467			5,805		5,467
Net Interest Income		20,211		20,627			19,120			20,211		19,120
Provision for Loan Losses		1,367		192			633			1,367		633
Net Interest Income After Provision for Loan Losses		18,844		20,435			18,487			18,844		18,487
Other Income:
Service Charges on Deposit Accounts		931		1,028			938			931		938
Gain on Sales of Securities		25		22			-			25		-
Other Income		1,848		1,206			1,373			1,848		1,373
Total Other Income		2,804		2,256			2,311			2,804		2,311
Other Expenses:
Salaries and Employee Benefits		9,435		9,025			8,552			9,435		8,552
Occupancy and Equipment Expense		1,891		1,715			1,894			1,891		1,894
Merger and Conversion-Related Expense		1,148		(1	)		(254	)		1,148		(254	)
Other Expenses		4,169		4,464			3,598			4,169		3,598
Total Other Expenses		16,643		15,203			13,790			16,643		13,790
Income Before Income Taxes		5,005		7,488			7,008			5,005		7,008
Provision for Income Taxes		506		1,729			1,349			506		1,349
Net Income	$	4,499	$	5,759		$	5,659		$	4,499	$	5,659

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Business First Bancshares, Inc.

Consolidated Net Interest Margin

(Unaudited)

	Three Months Ended
	March 31, 2020								December 31, 2019								March 31, 2019
	Average								Average								Average
	Outstanding			Interest Earned /		Average			Outstanding			Interest Earned /		Average			Outstanding			Interest 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	$	1,740,189		$	24,143		5.55	%	$	1,698,947		$	24,732		5.82	%	$	1,549,887		$	22,423		5.79	%
Securities Available for Sale		286,660			1,731		2.42	%		290,034			1,739		2.40	%		309,768			1,874		2.42	%
Interest-Bearing Deposit in Other Banks		28,754			142		1.98	%		31,648			193		2.44	%		45,215			290		2.57	%
Total Interest-Earning Assets		2,055,603			26,016		5.06	%		2,020,629			26,664		5.28	%		1,904,870			24,587		5.16	%
Allowance for Loan Losses		(12,203	)							(12,174	)							(11,390	)
Noninterest-Earning Assets		201,184								200,727								182,203
Total Assets	$	2,244,584		$	26,016				$	2,209,182		$	26,664				$	2,075,683		$	24,587
Liabilities and Shareholders' Equity
Interest-Bearing Liabilities
Interest-Bearing Deposits	$	1,342,213		$	4,686		1.40	%	$	1,295,791		$	4,908		1.52	%	$	1,335,413		$	4,757		1.42	%
Subordinated Debt		25,000			422		6.75	%		25,000			422		6.75	%		25,000			416		6.66	%
Advances from Federal Home Loan Bank ("FHLB")		98,323			497		2.02	%		96,763			516		2.13	%		37,527			281		3.00	%
Other Borrowings		67,125			200		1.19	%		67,087			191		1.14	%		12,482			13		0.42	%
Total Interest-Bearing Liabilities		1,532,661			5,805		1.52	%		1,484,641			6,037		1.63	%		1,410,422			5,467		1.55	%
Noninterest-Bearing Liabilities
Noninterest-Bearing Deposits	$	406,035								419,231								393,816
Other Liabilities		20,550								23,721								8,764
Total Noninterest-Bearing Liabilities		426,585								442,952								402,580
Shareholders' Equity		285,338								281,589								262,681
Total Liabilities and Shareholders' Equity	$	2,244,584							$	2,209,182							$	2,075,683
Net Interest Spread							3.55	%							3.65	%							3.61	%
Net Interest Income				$	20,211							$	20,627							$	19,120
Net Interest Margin							3.93	%							4.08	%							4.01	%
Overall Cost of Funds							1.20	%							1.27	%							1.21	%

NOTE: Average outstanding balances are determined utilizing monthly averages and average yield/rate is calculated utilizing a 30/360 day count convention.

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Business First Bancshares, Inc.

Non-GAAP Measures

(Unaudited)

	Three Months Ended									Three Months Ended
	March 31,			December 31,			March 31,			March 31,			March 31,
(Dollars in thousands, except per share data)	2020			2019			2019			2020			2019
Interest Income:
Interest income	$	26,016		$	26,664		$	24,587		$	26,016		$	24,587
Core interest income		26,016			26,664			24,587			26,016			24,587
Interest Expense:
Interest expense		5,805			6,037			5,467			5,805			5,467
Core interest expense		5,805			6,037			5,467			5,805			5,467
Provision for Loan Losses: (b)
Provision for loan losses		1,367			192			633			1,367			633
Core provision expense		1,367			192			633			1,367			633
Other Income:
Other income		2,804			2,256			2,311			2,804			2,311
(Gains) losses on former bank premises and equipment		(126	)		125			-			(126	)		-
(Gains) on sale of securities		(25	)		(22	)		-			(25	)		-
Core other income		2,653			2,359			2,311			2,653			2,311
Other Expense:
Other expense		16,643			15,203			13,790			16,643			13,790
Acquisition-related expenses (2)		(1,212	)		(76	)		50			(1,212	)		50
Stock option exercises - excess taxes		(71	)		-			-			(71	)		-
Core other expense		15,360			15,127			13,840			15,360			13,840
Pre-Tax Income: (a)
Pre-tax income		5,005			7,488			7,008			5,005			7,008
(Gains) losses on former bank premises and equipment		(126	)		125			-			(126	)		-
(Gains) on sale of securities		(25	)		(22	)		-			(25	)		-
Acquisition-related expenses (2)		1,212			76			(50	)		1,212			(50	)
Stock option exercises - excess taxes		71			-			-			71			-
Core pre-tax income		6,137			7,667			6,958			6,137			6,958
Provision for Income Taxes (1):
Provision for income taxes		506			1,729			1,349			506			1,349
Tax on (gains) losses on former bank premises and equipment		(26	)		26			-			(26	)		-
Tax on (gains) on sale of securities		(5	)		(5	)		-			(5	)		-
Tax on sale of banking center		-			(216	)		-			-			-
Tax on acquisition-related expenses (2)		91			11			(16	)		91			(16	)
Tax on stock option exercises		602									602
Core provision for income taxes		1,167			1,545			1,333			1,167			1,333
Net Income:
Net income		4,499			5,759			5,659			4,499			5,659
(Gains) losses on former bank premises and equipment , net of tax		(100	)		99			-			(100	)		-
(Gains) on sale of securities, net of tax		(20	)		(17	)		-			(20	)		-
Tax on sale of banking center		-			216			-			-			-
Acquisition-related expenses (2), net of tax		1,121			65			(34	)		1,121			(34	)
Stock option exercises, net of tax		(531	)		-			-			(531	)		-
Core net income	$	4,970		$	6,122		$	5,625		$	4,970		$	5,625
Pre-tax, pre-provision earnings (a+b)	$	6,372		$	7,680		$	7,641		$	6,372		$	7,641
(Gains) losses on former bank premises and equipment		(126	)		125			-			(126	)		-
(Gains) on sale of securities		(25	)		(22	)		-			(25	)		-
Acquisition-related expenses (2)		1,212			76			(50	)		1,212			(50	)
Stock option exercises		71			-			-			71			-
Core pre-tax, pre-provision earnings	$	7,504		$	7,859		$	7,591		$	7,504		$	7,591
Average Diluted Shares Outstanding		13,367,276			13,638,168			13,653,125			13,367,276			13,653,125
Diluted Earnings Per Share:
Diluted earnings per share	$	0.34		$	0.42		$	0.41		$	0.34		$	0.41
(Gains) losses on former bank premises and equipment , net of tax		(0.01	)		0.01			-			(0.01	)		-
(Gains) on sale of securities, net of tax		(0.00	)		(0.00	)		-			(0.00	)		-
Tax on sale of banking center		-			0.02			-			-			-
Acquisition-related expenses (2), net of tax		0.08			0.00			(0.00	)		0.08			(0.00	)
Stock option exercises		(0.04	)		-			-			(0.04	)		-
Core diluted earnings per share	$	0.37		$	0.45		$	0.41		$	0.37		$	0.41
Pre-tax, pre-provision profit diluted earnings per share	$	0.48		$	0.56		$	0.56		$	0.48		$	0.56
(Gains) losses on former bank premises and equipment		(0.01	)		0.01			-			(0.01	)		-
(Gains) on sale of securities		(0.00	)		(0.00	)		-			(0.00	)		-
Acquisition-related expenses (2)		0.09			0.01			(0.00	)		0.09			(0.00	)
Stock option exercises		0.01			-			-			0.01			-
Core pre-tax, pre-provision diluted earnings per share	$	0.56		$	0.58		$	0.56		$	0.56		$	0.56

(1) Tax rates, exclusive of certain nondeductible merger-related expenses and goodwill, utilized were 21% for 2020 and 2019. These rates approximated the marginal tax rates.

(2) Includes merger and conversion-related expenses and salary and employee benefits.

b1BANK.com

16

Business First Bancshares, Inc.

Non-GAAP Measures

(Unaudited)

	Three Months Ended									Three Months Ended
	March 31,			December 31,			March 31,			March 31,			March 31,
(Dollars in thousands, except per share data)	2020			2019			2019			2020			2019
Total Quarterly/Year-to-Date Average Assets		2,244,584			2,209,182			2,075,683			2,244,584			2,075,683
Total Quarterly/Year-to-Date Average Equity		285,338			281,589			262,681			285,338			262,681
Net Income:														-
Net income	$	4,499		$	5,759		$	5,659		$	4,499		$	5,659
(Gains) losses on former bank premises and equipment , net of tax		(100	)		99			-			(100	)		-
(Gains) on sale of securities, net of tax		(20	)		(17	)		-			(20	)		-
Tax on sale of banking center		-			216			-			-			-
Acquisition-related expenses (2), net of tax		1,121			65			(34	)		1,121			(34	)
Stock option exercises, net of tax		(531	)		-			-			(531	)		-
Core net income	$	4,970		$	6,122		$	5,625		$	4,970		$	5,625
Return on average assets		0.80	%		1.04	%		1.09	%		0.80	%		1.09	%
Core return on average assets		0.89	%		1.11	%		1.08	%		0.89	%		1.08	%
Return on equity		6.31	%		8.18	%		8.62	%		6.31	%		8.62	%
Core return on average equity		6.97	%		8.70	%		8.57	%		6.97	%		8.57	%
Interest Income:
Interest income	$	26,016		$	26,664		$	24,587		$	26,016		$	24,587
Core interest income		26,016			26,664			24,587			26,016			24,587
Interest Expense:														-
Interest expense		5,805			6,037			5,467			5,805			5,467
Core interest expense		5,805			6,037			5,467			5,805			5,467
Other Income:														-
Other income		2,804			2,256			2,311			2,804			2,311
(Gains) losses on former bank premises and equipment		(126	)		125			-			(126	)		-
(Gains) on sale of securities		(25	)		(22	)		-			(25	)		-
Core other income		2,653			2,359			2,311			2,653			2,311
Other Expense:														-
Other expense		16,643			15,203			13,790			16,643			13,790
Acquisition-related expenses		(1,212	)		(76	)		50			(1,212	)		50
Stock option exercises - excess taxes		(71	)		-			-			(71	)		-
Core other expense	$	15,360		$	15,127		$	13,840		$	15,360		$	13,840
Efficiency Ratio
Other expense (a)	$	16,643		$	15,203		$	13,790		$	16,643		$	13,790
Core other expense (c)	$	15,360		$	15,127		$	13,840		$	15,360		$	13,840
Net interest and other income (1) (b)	$	22,990		$	22,861		$	21,431		$	22,990		$	21,431
Core net interest and other income (1) (d)	$	22,864		$	22,986		$	21,431		$	22,864		$	21,431
Efficiency ratio (a/b)		72.39	%		66.50	%		64.35	%		72.39	%		64.35	%
Core efficiency ratio (c/d)		67.18	%		65.81	%		64.58	%		67.18	%		64.58	%
Total Average Interest-Earnings Assets	$	2,055,603		$	2,020,629		$	1,904,870		$	2,055,603		$	1,904,870
Net Interest Income
Net interest income	$	20,211		$	20,627		$	19,120		$	20,211		$	19,120
Loan discount accretion		(290	)		(800	)		(432	)		(290	)		(432	)
Net interest income excluding loan discount accretion	$	19,921		$	19,827		$	18,688		$	19,921		$	18,688
Net interest margin (2)		3.93	%		4.08	%		4.01	%		3.93	%		4.01	%
Net interest margin excluding loan discount accretion (2)		3.88	%		3.92	%		3.92	%		3.88	%		3.92	%
Net interest spread		3.55	%		3.65	%		3.61	%		3.55	%		3.61	%
Net interest spread excluding loan discount accretion		3.49	%		3.49	%		3.52	%		3.49	%		3.52	%

(1) Excludes gains/losses on sales of securities.

(2) Calculated utilizing a 30/360 day count convention.

b1BANK.com

17

Business First Bancshares, Inc.

Non-GAAP Measures

(Unaudited)

	March 31,			December 31,			March 31,
(Dollars in thousands, except per share data)	2020			2019			2019
Total Shareholders' (Common) Equity
Total shareholders' equity	$	282,030		$	285,097		$	269,144
Goodwill		(48,495	)		(48,495	)		(49,534	)
Core deposit intangible		(6,471	)		(6,694	)		(7,655	)
Total tangible common equity	$	227,064		$	229,908		$	211,955
Total Assets
Total assets	$	2,287,662		$	2,273,835		$	2,101,400
Goodwill		(48,495	)		(48,495	)		(49,534	)
Core deposit intangible		(6,471	)		(6,694	)		(7,655	)
Total tangible assets	$	2,232,696		$	2,218,646		$	2,044,211
Common shares outstanding		13,067,987			13,279,363			13,361,482
Book value per common share	$	21.58		$	21.47		$	20.14
Tangible book value per common share	$	17.38		$	17.31		$	15.86
Common equity to total assets		12.33	%		12.54	%		12.81	%
Tangible common equity to tangible assets		10.17	%		10.36	%		10.37	%

b1BANK.com

EX-99.2

Exhibit 99.2