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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K/A**

 

**(Mark One)**

 

| **☒** | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------------|------------------------------------------------------------------------------------------|

** **

**For the****fiscal year****ended****December 31, 2019**

 

**or**

 

| **☐** | **TRANSITION********REPORT********PURSUANT********TO********SECTION********13********OR********15(d)********OF********THE********SECURITIES********EXCHANGE********ACT********OF********1934** |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

** **

**For the transition********period********from****     ****to******     

 

**Commission file number: 001-38447**

 

**BUSINESS FIRST BANCSHARES, INC.**

**(Exact name of registrant as specified in its charter)**

 

| **Louisiana**                                                                              |   | **20-5340628**                              |
|--------------------------------------------------------------------------------------------|--------|---------------------------------------------|
| **(State or other jurisdiction of incorporation or organization)**               |   | **(I.R.S. Employer Identification Number)** |
|                                                                                       |   |                                        |
| **500 Laurel Street, Suite 101			Baton Rouge, Louisiana**                                  |   | **70801**                                   |
| **(Address of principal executive offices)**                                               |   | **(Zip code)**                              |
|  

**(225) 248-7600**

**(Registrant’s telephone number, including area code)** |

** **

**Securities registered under 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               |

** **

**Securities registered under Section 12(g) of the Exchange Act:**None

 

| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                   | Yes ☐       No ☒ |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                      |                                                                 |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.                                                                                                                                                                                              | Yes ☐       No ☒      |
|                                                                                                                                                                                                                                                                                                                      |                                                                 |
| Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.                                                    | Yes ☒       No ☐      |
|                                                                                                                                                                                                                                                                                                                      |                                                                 |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | Yes ☒       No ☐      |

 

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| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| Large accelerated filer | ☐ |   | Accelerated filer                   |   ☒ |
|-----------------------------------|---------|--------|-------------------------------------|----------------|
|                              |    |   |                                |           |
| Non-accelerated filer        | ☐ |   | Smaller reporting company |   ☒ |
|                              |    |   |                                |           |
|                              |    |   | Emerging growth company   |   ☒ |

 

| If an emerging growth company, indicate by a 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. |    ☒                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------|
|                                                                                                                                                                                                                                                         |                                                            |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                      | Yes ☐       No ☒ |

 

The aggregate market value of the shares of common stock held by non-affiliates based on the closing price of the common stock on the Nasdaq Global Select Market on June 30, 2019, the last day of the Registrant’s most recently completed second fiscal quarter, was approximately $323.0 million.

 

**As of March 4, 2020, there were 13,437,633 outstanding shares of the registrant’s common stock, $1.00 par value per share.**

** **

**Document Incorporated By Reference:**

Portions of the registrant’s Definitive Proxy Statement relating to the 2020 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, 2019.

 

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**EXPLANATORY NOTE**

 

This Amendment No.1 to the Annual Report on Form 10-K of Business First Bancshares, Inc. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on March 12, 2020 (the “Original Form 10-K”), is being filed for the sole purpose of inserting the consent of Hannis T. Bourgeois, LLP, the Company’s independent auditor, which was inadvertently omitted from the Original Form 10-K.

 

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.

 

**PART IV**

** **

***ITEM 15. Exhibits and Financial Statement Schedules.***

*** ***

| (a) | List of documents filed as part of this Report |
|-----|------------------------------------------------|

 

|   | (1) | Financial Statements |
|--------|-----|----------------------|

 

The following financial statements are included in Item 8 of the Original Form 10-K:

 

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders’ Equity Consolidated

Statements of Cash Flows

Notes to Consolidated Financial Statements

 

|   | (2) | Financial Statement Schedules |
|--------|-----|-------------------------------|

 

Financial statement schedules are omitted either because they are not required or are not applicable, or because the required information is shown in the financial statements or notes thereto within the Original Form 10-K.

 

|   | (3) | Exhibits |
|--------|-----|----------|

 

| **NUMBER** |   | **DESCRIPTION** |
|------------|--------|-----------------|

** **

| 2.1    | ** ** | Agreement and Plan of Reorganization, dated as of July 23, 2014, by and among, Business First Bancshares, Inc., American Gateway Financial Corporation and B1B Interim Corporation (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                  |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |
| 2.2    |       | First Amendment, dated November 10, 2014, to the Agreement and Plan of Reorganization, dated as of July 23, 2014, by and among, Business First Bancshares, Inc., American Gateway Financial Corporation and B1B Interim Corporation (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)). |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.3    |       | Agreement and Plan of Reorganization, dated October 5, 2017, by and among Business First Bancshares, Inc., Minden Bancorp, Inc. and BFB Acquisition Company (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on October 12, 2017 (File No. 333-200112)).                                                                                  |
|   |       |
| 2.4    |       | Agreement and Plan of Reorganization, dated June 1, 2018, by and between Business First Bancshares, Inc., and Richland State Bancorp, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on June 4, 2018 (File No. 001-38447)).                                                                                              |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.5    |       | Agreement and Plan of Reorganization, dated January 22, 2020, by and between Business First Bancshares, Inc., and Pedestal Bancshares, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on January 24, 2020 (File No. 001-38447)).                                                                                              |

 

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| 3.1     |   | Amended and Restated Articles of Incorporation of Business First Bancshares, Inc., adopted September 28, 2017 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on October 2, 2017 (File No. 333-200112)).                                                                                                                    |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2     |   | Amended and Restated Bylaws of Business First Bancshares, Inc., adopted August 23, 2017 (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2017 filed by Business First Bancshares, Inc. on November 9, 2017 (File No. 333-200112)).                                                                                    |
|    |   |
| 4.1     |   | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.2     |   | Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Business First Bancshares, Inc. on October 12, 2017 (File No. 333-200112)).                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.3     |   | Description of Securities Registered under Section 12 of the Exchange Act.* Instruments defining the rights of the long-term debt securities of Business First Bancshares, Inc. and its subsidiaries are omitted pursuant to section (b)(4)(iii)(A) of Item 601 of Regulation S-K. Business First Bancshares, Inc. hereby agrees to furnish copies of these instruments to the SEC upon request. |
|    |   |
| 10.1 +  |   | Amended and Restated Executive Employment Agreement by and between Business First Bank and David R. Melville, III, dated November 6, 2019 (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc. on November 7, 2019 (File No. 001-38447)).                                          |
|    |   |
| 10.3 +  |   | Change in Control Agreement, dated November 6, 2019, between Business First Bank and Gregory Robertson (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc. on November 7, 2019 (File No. 001-38447)).                                                                             |
|    |   |
| 10.4 +  |   | Change in Control Agreement, dated November 6, 2019, between Business First Bank and Philip Jordan (incorporated by reference to Exhibit 10.4 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by Business First Bancshares, Inc. on November 7, 2019 (File No. 001-38447)).                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.5 +  |   | Executive Employment Agreement, effective January 1, 2018, between Business First Bank and Jack E. Byrd, Jr. (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K for the year ended December 31, 2018, filed by Business First Bancshares, Inc. on March 22, 2019 (File No. 001-38447)).                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.6 +  |   | Executive Employment Agreement, effective November 30, 2018, between Business First Bank and N. Jerome Vascocu (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K for the year ended December 31, 2018, filed by Business First Bancshares, Inc. on March 22, 2019 (File No. 001-38447)).                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.7 +  |   | Business First Bancshares 2006 Stock Option Plan (“2006 Stock Option Plan”) (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.8 +  |   | Form of Incentive Stock Option Award Agreement under 2006 Stock Option Plan (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                                                                                                           |
|    |   |
| 10.9 +  |   | Form of Incentive Stock Option Award Agreement (As Amended), under 2006 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.10 + |   | Form of Warrant Agreement (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4 filed by Business First Bancshares, Inc. on November 12, 2014 (File No. 333-200112)).                                                                                                                                                                                             |
|    |   |
| 10.11 + |   | Amendment No. 1 to the 2006 Stock Option Plan, dated December 17, 2007 (incorporated by reference to Exhibit 10.9 to Amendment No. 2 to Form S-4 Registration Statement filed by Business First Bancshares, Inc. on February 5, 2015 (File No. 333-200112)).                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.12 + |   | Business First, Amendment No. 2 to Warrant Agreement, dated February 1, 2016 (incorporated by reference to Exhibit 10.10 included in the Company’s Annual Report on Form 10-K, dated as of December 31, 2015 and filed March 21, 2016 (File No. 333-200112)).                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.13 + |   | Business First Bancshares, Inc., 2017 Equity Incentive Plan. (incorporated by reference to Exhibit 10.9 included in the Annual Report on Form 10-K filed by Business First Bancshares, Inc., dated as of December 31, 2017 and filed March 21, 2018 (File No. 333-200112)).                                                                                                                      |

 

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| 21.1    |   | List of subsidiaries of Business First Bancshares, Inc. (incorporated by reference to Exhibit 21.1 included in the Original Form 10-K).                                                     |
|---------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |
| 23.1    |   | Consent of Hannis T. Bourgeois, LLP.*                                                                                                                                                       |
|    |   |                                                                                                                                                                                        |
| 24.1    |   | Power of Attorney (contained on the signature page to the Original Form 10-K).                                                                                                              |
|    |   |
| 31.1    |   | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                         |
|    |   |
| 31.2    |   | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                         |
|    |   |
| 32.1    |   | Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002** |
|    |   |                                                                                                                                                                                        |
| 101.INS |   | XBRL Instance Document (incorporated by reference to Exhibit 101.INS included in the Original Form 10-K).                                                                                   |
|    |   |                                                                                                                                                                                        |
| 101.SCH |   | XBRL Taxonomy Extension Schema Document (incorporated by reference to Exhibit 101.SCH included in the Original Form 10-K).                                                                  |
|    |   |                                                                                                                                                                                        |
| 101.CAL |   | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to Exhibit 101.CAL included in the Original Form 10-K).                                                    |
|    |   |                                                                                                                                                                                        |
| 101.DEF |   | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to Exhibit 101.DEF included in the Original Form 10-K).                                                     |
|    |   |                                                                                                                                                                                        |
| 101.LAB |   | XBRL Taxonomy Extension Label Linkbase Document (incorporated by reference to Exhibit 101.LAB included in the Original Form 10-K).                                                          |
|    |   |                                                                                                                                                                                        |
| 101.PRE |   | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to Exhibit 101.PRE included in the Original Form 10-K).                                                   |

 

| *  | Filed herewith.                                                                                                                                                                                                                                                                              |
|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** | Furnished herewith, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act. |
| +  | Represents a management contract or a compensatory plan or arrangement.                                                                                                                                                                                                                      |

 

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**SIGNATURES**

** **

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

|                 | **BUSINESS FIRST BANCSHARES, INC.** |                                  |
|----------------------|-------------------------------------|---------------------------------------|
|                 |                                |                                  |   |
|                 |                                |                                  |   |
| March 20, 2020  | By:                                 | /s/ David R. Melville, III       |   |
|                 |                                | David R. Melville, III                |   |
|                 |                                | President and Chief Executive Officer |   |