Business First Bancshares, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Business First Bancshares, Inc.	ex_98653.htm
EX-31.2 - EXHIBIT 31.2 - Business First Bancshares, Inc.	ex_98652.htm
EX-31.1 - EXHIBIT 31.1 - Business First Bancshares, Inc.	ex_98651.htm
EX-3.2 - EXHIBIT 3.2 - Business First Bancshares, Inc.	ex_98781.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

☐

TRANSITION REPORT PURUSANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-200112

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)

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 (or for such shorter period that the registrant was required to file such reports), 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

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	☐	(Do not check if a smaller reporting company)

		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 Exchange Act). Yes ☐ No ☒

As of November 3, 2017, the issuer has outstanding 10,232,495 shares of common stock, par value $1.00 per share.

Table of Contents

BUSINESS FIRST BANCSHARES, INC.

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	3

	Unaudited Consolidated Statements of Income for the three and nine months ended September 30, 2017 and 2016	4

	Unaudited Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2017 and 2016	5

	Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended September 30, 2017 and 2016	6

	Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016	7

	Notes to Unaudited Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	59

Item 4.	Controls and Procedures	59

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	60

Item 1A.	Risk Factors	60

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	61

Item 3.	Defaults Upon Senior Securities	61

Item 4.	Mine Safety Disclosures	61

Item 5.	Other Information	61

Item 6.	Exhibits	62

Signatures		63

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share data)

	September 30, 2017			December 31,
	(Unaudited)			2016
ASSETS

Cash and Due from Banks	$	36,210		$	42,173
Federal Funds Sold		2,971			2,556
Securities Available for Sale, at Fair Values		186,149			198,342
Mortgage Loans Held for Sale		332			180
Loans and Lease Receivable, Net of Allowance for Loan
Losses of $9,241 at September 30, 2017 and $8,162 at December 31, 2016		928,535			802,789
Premises and Equipment, Net		8,974			9,281
Accrued Interest Receivable		3,518			3,384
Other Equity Securities		8,595			6,120
Other Real Estate Owned		267			1,187
Cash Value of Life Insurance		23,039			22,567
Goodwill		6,824			6,824
Core Deposit Intangible		2,072			2,279
Other Assets		6,345			8,159

Total Assets	$	1,213,831		$	1,105,841

LIABILITIES

Deposits:
Noninterest Bearing	$	268,520		$	223,705
Interest Bearing		746,574			709,090

Total Deposits		1,015,094			932,795

Securities Sold Under Agreements to Repurchase		2,926			2,720
Short Term Borrowings		862			862
Long Term Borrowings		2,700			3,000
Federal Home Loan Bank Borrowings		65,474			47,064
Accrued Interest Payable		902			920
Other Liabilities		5,814			4,921

Total Liabilities		1,093,772			992,282

SHAREHOLDERS' EQUITY

Preferred Stock, No Par Value; 5,000,000 Shares Authorized		-			-
Common Stock, $1.00 Par Value; 50,000,000 Shares Authorized; 6,932,570 and 6,916,673 Shares Issued and Outstanding at September 30, 2017 and December 31, 2016, respectively		6,933			6,917
Additional Paid-in Capital		85,136			85,133
Retained Earnings		28,380			23,839
Accumulated Other Comprehensive Loss		(390	)		(2,330	)

Total Shareholders' Equity		120,059			113,559

Total Liabilities and Shareholders' Equity	$	1,213,831		$	1,105,841

The accompanying notes are an integral part of these financial statements.

Table of Contents

BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

	For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2017		2016		2017		2016
Interest Income:
Interest and Fees on Loans	$	11,433	$	10,281	$	34,972	$	29,548
Interest and Dividends on Securities		953		955		2,872		2,858
Interest on Federal Funds Sold and Due From Banks		38		43		85		161
Total Interest Income		12,424		11,279		37,929		32,567

Interest Expense:
Interest on Deposits		1,665		1,376		4,514		3,800
Interest on Borrowings		226		161		632		493
Total Interest Expense		1,891		1,537		5,146		4,293

Net Interest Income		10,533		9,742		32,783		28,274

Provision for Loan Losses		247		100		1,907		920

Net Interest Income after Provision for Loan Losses		10,286		9,642		30,876		27,354

Other Income:
Service Charges on Deposit Accounts		542		558		1,579		1,541
Gain on Sales of Securities		31		-		31		231
Other Income		668		810		2,535		2,307
Total Other Income		1,241		1,368		4,145		4,079

Other Expenses:
Salaries and Employee Benefits		5,559		5,045		15,940		14,768
Occupancy and Equipment Expense		1,139		1,272		3,498		3,396
Other Expenses		2,516		2,839		7,656		8,543
Total Other Expenses		9,214		9,156		27,094		26,707

Income Before Income Taxes		2,313		1,854		7,927		4,726

Provision for Income Taxes		631		474		2,217		1,101

Net Income	$	1,682	$	1,380	$	5,710	$	3,625

Earnings Per Share:

Basic	$	0.24	$	0.20	$	0.82	$	0.52
Diluted	$	0.23	$	0.19	$	0.78	$	0.49

The accompanying notes are an integral part of these financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

	For The Three Months						For The Nine Months
	Ended September 30,						Ended September 30,
	2017			2016			2017			2016

Consolidated Net Income	$	1,682		$	1,380		$	5,710		$	3,625

Other Comprehensive Income (Loss):
Unrealized Gain (Loss) on Investment Securities		(166	)		537			2,909			2,738
Reclassification Adjustment for Gains included in Net Income		31			-			31			231
Income Tax Effect		46			(183	)		(1,000	)		(1,010	)

Other Comprehensive Income (Loss)		(89	)		354			1,940			1,959

Consolidated Comprehensive Income	$	1,593		$	1,734		$	7,650		$	5,584

The accompanying notes are an integral part of these financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016

(Dollars in thousands, except per share data)

										Accumulated
				Additional						Other			Total
	Common			Paid-In			Retained			Comprehensive			Shareholders'
	Stock			Capital			Earnings			Income (Loss)			Equity

Balances at December 31, 2015	$	7,036		$	85,913		$	20,289		$	(789	)	$	112,449

Comprehensive Income:

Net Income		-			-			3,625			-			3,625

Other Comprehensive Income		-			-			-			1,959			1,959

Cash Dividends Declared, $0.10 Per Share		-			-			(704	)		-			(704	)

Stock Based Compensation Cost		-			207			-			-			207

Reclass of Shares Issued		5			(5	)								-

Exercise of Stock Warrants		1			14			-			-			15

Balances at September 30, 2016	$	7,042		$	86,129		$	23,210		$	1,170		$	117,551

Balances at December 31, 2016	$	6,917		$	85,133		$	23,839		$	(2,330	)	$	113,559

Comprehensive Income:

Net Income		-			-			5,710			-			5,710

Other Comprehensive Income		-			-			-			1,940			1,940

Cash Dividends Declared, $0.17 Per Share		-			-			(1,178	)		-			(1,178	)

Stock Based Compensation Cost		18			43			-			-			61

Stock Repurchase		(2	)		(40	)		9			-			(33	)

Balances at September 30, 2017	$	6,933		$	85,136		$	28,380		$	(390	)	$	120,059

The accompanying notes are an integral part of these financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	For The Nine Months
	Ended September 30,
	2017			2016
Cash Flows From Operating Activities:
Consolidated Net Income	$	5,710		$	3,625
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
Provision for Loan Losses		1,907			920
Depreciation and Amortization		911			956
Amortization of Purchase Accounting Valuations		(3,933	)		(1,374	)
Noncash Compensation Expense		61			207
Net Amortization of Securities		1,347			1,414
Gain on Sales of Securities		(31	)		(231	)
Noncash (Income) Loss on Other Equity Securities		(224	)		24
(Gain) Loss on Sale of Premises and Equipment		-			(24	)
(Gain) Loss on Sale of Other Real Estate Owned, Net of Writedowns		336			(87	)
Increase in Cash Value of Life Insurance		(472	)		(636	)
Provision for Deferred Income Taxes		997			582
Changes in Assets and Liabilities:
Increase in Accrued Interest Receivable		(134	)		(235	)
(Increase) Decrease in Other Assets		(192	)		450
Increase (Decrease) in Accrued Interest Payable		(18	)		314
Increase in Other Liabilities		893			779
Net Cash Provided by Operating Activities		7,158			6,684


Cash Flows From Investing Activities:
Purchases of Securities Available for Sale		(8,104	)		(44,871	)
Proceeds from Maturities / Sales of Securities Available for Sale		6,579			30,140
Proceeds from Paydowns of Securities Available for Sale		15,342			17,702
Purchases of Other Equity Securities		(2,440	)		(866	)
Redemption of Other Equity Securities		189			29
Life Insurance Proceeds		-			560
Net Increase in Loans		(124,501	)		(39,373	)
Proceeds from Sale of Premises and Equipment		-			68
Purchases of Premises and Equipment		(429	)		(1,304	)
Proceeds from Sales of Other Real Estate		705			1,273
Improvements to Other Real Estate		-			(102	)
Consideration Settlement to Former AGFC Shareholders		-			(3,448	)
Net (Increase) Decrease in Federal Funds Sold		(415	)		1,995
Net Cash Used in Investing Activities		(113,074	)		(38,197	)

(CONTINUED)

Table of Contents

	For The Nine Months
	Ended September 30,
	2017			2016
Cash Flows From Financing Activities:
Net Increase in Deposits		82,299			25,414
Net Increase in Securities Sold Under Agreements to Repurchase		206			625
Net Advances (Repayments) on Federal Home Loan Bank Borrowings		18,959			(1,008	)
Net Decrease in Short Term Borrowings		-			(3,000	)
Net Proceeds (Repayments) from Long Term Borrowings		(300	)		3,000
Repurchase of Common Stock		(33	)		-
Proceeds from Exercise of Stock Warrants		-			15
Payment of Dividends on Common Stock		(1,178	)		(704	)
Net Cash Provided by Financing Activities		99,953			24,342

Net Decrease in Cash and Cash Equivalents		(5,963	)		(7,171	)

Cash and Cash Equivalents at Beginning of Period		42,173			40,911

Cash and Cash Equivalents at End of Period	$	36,210		$	33,740


Supplemental Disclosures for Cash Flow Information:
Cash Payments for:
Interest on Deposits	$	4,532		$	3,464

Interest on Borrowings	$	632		$	515

Income Tax Payments	$	1,350		$	-


Supplemental Schedule for Noncash Investing and Financing Activities:
Change in the Unrealized Gain on Securities Available for Sale	$	2,940		$	2,969

Change in Deferred Tax Effect on the Unrealized Gain on Securities Available for Sale	$	(1,000	)	$	(1,010	)

Transfer of Loans to Other Real Estate	$	287		$	632

Transfer of Other Real Estate to Premises and Equipment	$	175		$	-

The accompanying notes are an integral part of these financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation –

The unaudited consolidated financial statements include the accounts of Business First Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, Business First Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Business First Insurance, LLC and American Gateway Insurance Agency, LLC. The Bank operates out of nineteen offices, including sixteen full service banking centers, two loan production offices, and one wealth solutions office in markets across Louisiana and Texas. As a state bank, it is subject to regulation by the Louisiana Office of Financial Institutions and the Federal Deposit Insurance Corporation, and undergoes periodic examinations by these agencies. The Company is also regulated by the Federal Reserve and is subject to periodic examinations.

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the financial results for the periods presented, and all such adjustments are of a normal recurring nature. All material intercompany transactions are eliminated. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the entire year.

These interim consolidated financial statements have been prepared according to the rules and regulations of the Securities and Exchange Commission and, therefore, certain information and footnote disclosures normally presented in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) have been omitted or abbreviated.

Preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Estimates are used in accounting for, among other items, the allowance for loan losses, useful lives for depreciation and amortization, fair value of financial instruments, deferred taxes, and contingencies. Estimates that are particularly susceptible to significant change for the Company include the determination of the allowance for loan losses and the assessment of deferred tax assets and liabilities and, therefore, are critical accounting policies. Management does not anticipate any material changes to estimates in the near term. Factors that may cause sensitivity to the aforementioned estimates include but are not limited to: external market factors such as market interest rates and employment rates, changes to operating policies and procedures, economic conditions in our markets, and changes in applicable banking regulations. Actual results may ultimately differ from estimates, although management does not generally believe such differences would materially affect the consolidated financial statements in any individual reporting period presented.

Note 2 – Reclassifications –

Certain reclassifications may have been made to conform to the classifications adopted for reporting in 2017. These reclassifications have no effect on previously reported net income.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – Mergers and Acquisitions –

After the close of business on March 31, 2015, the Company merged with American Gateway Financial Corporation (“AGFC”), parent bank holding company for American Gateway Bank, pursuant to which the operations of AGFC merged with the Company. Prior to the merger, AGFC was a full service bank with ten branches located in the Baton Rouge, Louisiana metro region. Shareholders of AGFC received merger consideration of $10.00 in cash and 11.88 shares of the Company’s common stock in exchange for each share of AGFC common stock, representing an aggregate purchase price of $47.9 million. Including the effect of purchase accounting adjustments, assets acquired from AGFC totaled $371.5 million, which included loans of $143.2 million, securities available for sale of $108.4 million, and cash of $98.5 million. The Company also recorded a core deposit intangible asset of $2.8 million and goodwill of $6.8 million relating to the acquisition. The Company assumed liabilities totaling $330.5 million, which included $283.3 million in deposits, $41.2 million in Federal Home Loan Bank (“FHLB”) advances, and $4.3 million in securities sold under agreements to repurchase.

Note 4 – Earnings per Common Share –

Basic earnings per share (“EPS”) represents income available to common shareholders divided by the weighted average number of common shares outstanding; no dilution for any potentially convertible shares is included in the calculation. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. The potential common shares that may be issued by the Company relate to outstanding stock warrants and stock options.

	For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2017		2016		2017		2016

	(Dollars in thousands, except per share data)
Numerator:
Net Income Available to Common Shares	$	1,682	$	1,380	$	5,710	$	3,625

Denominator:
Weighted Average Common Shares Outstanding		6,932,570		7,039,098		6,926,684		7,037,842
Dilutive Effect of Stock Options and Warrants		382,782		311,235		382,782		311,235
Weighted Average Dilutive Common Shares		7,315,352		7,350,333		7,309,466		7,349,077

Basic Earnings Per Common Share From Net Income Available to Common Shares	$	0.24	$	0.20	$	0.82	$	0.52

Diluted Earnings Per Common Share From Net Income Available to Common Shares	$	0.23	$	0.19	$	0.78	$	0.49

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 – Securities –

The amortized cost and fair values of securities available for sale as of September 30, 2017 and December 31, 2016 are summarized as follows:

	September 30, 2017
	(Dollars in thousands)
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Government Agencies	$	9,015	$	50	$	34	$	9,031
Corporate Securities		13,080		56		51		13,085
Mortgage-Backed Securities		86,261		9		1,051		85,219
Municipal Securities		77,563		711		151		78,123
Other Securities		821		-		130		691

Total Securities Available for Sale	$	186,740	$	826	$	1,417	$	186,149

	December 31, 2016
	(Dollars in thousands)
			Gross		Gross
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
U.S. Government Agencies	$	7,580	$	36	$	50	$	7,566
Corporate Securities		11,148		31		52		11,127
Mortgage-Backed Securities		101,766		20		2,414		99,372
Municipal Securities		80,559		210		1,133		79,636
Other Securities		820		-		179		641

Total Securities Available for Sale	$	201,873	$	297	$	3,828	$	198,342

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present a summary of securities with gross unrealized losses and fair values at September 30, 2017 and December 31, 2016, aggregated by investment category and length of time in a continued unrealized loss position. Due to the nature of these investments and current prevailing market prices, these unrealized losses are considered a temporary impairment of the securities.

	September 30, 2017
	Less Than 12 Months				12 Months or Greater				Total
	(Dollars in thousands)
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
U.S. Government Agencies	$	2,993	$	34	$	-	$	-	$	2,993	$	34
Corporate Securities		4,483		50		2,499		1		6,982		51
Mortgage-Backed Securities		71,687		847		10,288		204		81,975		1,051
Municipal Securities		14,320		101		7,014		50		21,334		151
Other Securities		-		-		691		130		691		130

Total Securities Available for Sale	$	93,483	$	1,032	$	20,492	$	385	$	113,975	$	1,417

	December 31, 2016
	Less Than 12 Months				12 Months or Greater				Total
	(Dollars in thousands)
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
U.S. Government Agencies	$	4,535	$	50	$	-	$	-	$	4,535	$	50
Corporate Securities		2,010		31		4,515		21		6,525		52
Mortgage-Backed Securities		86,091		1,974		9,885		440		95,976		2,414
Municipal Securities		54,533		1,128		207		5		54,740		1,133
Other Securities		-		-		641		179		641		179

Total Securities Available for Sale	$	147,169	$	3,183	$	15,248	$	645	$	162,417	$	3,828

Management evaluates securities for other than temporary impairment when economic and market conditions warrant such evaluations. Consideration is given to the extent and length of time the fair value has been below cost, the reasons for the decline in value, and the Company’s intent to sell a security or whether it is more likely than not that the Company will be required to sell the security before the recovery of its amortized cost. The Company has developed a process to identify securities that could potentially have a credit impairment that is other than temporary. This process involves evaluating each security for impairment by monitoring credit performance, collateral type, collateral geography, loan-to-value ratios, credit scores, loss severity levels, pricing levels, downgrades by rating agencies, cash flow projections and other factors as indicators of potential credit issues. When the Company determines that a security is deemed to be other than temporarily impaired, an impairment loss is recognized.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The amortized cost and fair values of securities available for sale as of September 30, 2017 by contractual maturity are shown below. Actual maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties.

	Amortized		Fair
	Cost		Value
	(Dollars in thousands)
Less Than One Year	$	8,369	$	8,379
One to Five Years		47,633		47,914
Over Five to Ten Years		66,678		66,403
Over Ten Years		64,060		63,453

Total Securities Available for Sale	$	186,740	$	186,149

Note 6 – Loans and the Allowance for Loan Losses –

Loans receivable at September 30, 2017 and December 31, 2016 are summarized as follows:

	September 30,			December 31,
	2017			2016
	(Dollars in thousands)
Real estate loans:
Construction and land	$	121,377		$	94,426
Farmland		10,469			9,217
1-4 family residential		145,911			129,052
Multi-family residential		19,750			22,737
Nonfarm nonresidential		331,053			298,057
Commercial		261,478			213,120
Consumer		47,738			44,342

Total loans held for investment		937,776			810,951

Less:
Allowance for loan losses		(9,241	)		(8,162	)

Net loans	$	928,535		$	802,789

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The performing 1-4 family residential, multi-family residential, commercial real estate, and commercial loans are pledged, under a blanket lien, as collateral securing advances from the FHLB at September 30, 2017 and December 31, 2016.

Net deferred loan origination fees were $1.3 million and $761,000 at September 30, 2017 and December 31, 2016, respectively, and are netted in their respective loan categories above. In addition to loans issued in the normal course of business, the Company considers overdrafts on customer deposit accounts to be loans, and reclassifies overdrafts as loans in its consolidated balance sheets. At September 30, 2017 and December 31, 2016, overdrafts of $187,000 and $232,000, respectively, have been reclassified to loans.

The Bank is the lead lender on participations sold, without recourse, to other financial institutions which are not included in the consolidated balance sheets. The unpaid principal balances of mortgages and other loans serviced for others were approximately $67.3 million and $55.5 million at September 30, 2017 and December 31, 2016, respectively.

The Bank grants loans and extensions of credit to individuals and a variety of businesses and corporations in markets across Louisiana and Texas. Management segregates the loan portfolio into portfolio segments which is defined as the level at which the Bank develops and documents a systematic method for determining its allowance for loan losses. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.

Loans acquired in business combinations are initially recorded at fair value, which includes an estimate of credit losses expected to be realized over the remaining lives of the loans and, therefore, no corresponding allowance for loan losses is recorded for these loans at acquisition. Methods utilized to estimate any subsequently required allowance for loan losses for acquired loans not deemed credit-impaired at acquisition are similar to originated loans; however, the estimate of loss is based on the unpaid principal balance and then compared to any remaining unaccreted purchase discount. To the extent the calculated loss is greater than the remaining unaccreted discount, an allowance is recorded for such difference.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Acquired loans are those associated with our acquisition of AGFC. These loans were recorded at estimated fair value at the acquisition date with no carryover of the related allowance for loan losses.

Total loans held for investment at September 30, 2017 includes $51.3 million of loans acquired in an acquisition that were recorded at fair value as of the acquisition date. Included in the acquired balances at September 30, 2017 were acquired impaired loans accounted for under the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”) with a net carrying amount of $728,000 and acquired performing loans not accounted for under ASC 310-30 totaling $52.5 million with a related purchase discount of $1.9 million.

Total loans held for investment at December 31, 2016 includes $65.3 million of loans acquired in an acquisition that were recorded at fair value as of the acquisition date. Included in the acquired balances at December 31, 2016 were acquired impaired loans with a net carrying amount of $1.8 million and acquired performing loans totaling $65.9 million with a related purchase discount of $2.4 million.

The following tables set forth, as of September 30, 2017 and December 31, 2016, the balance of the allowance for loan losses by portfolio segment, disaggregated by impairment methodology, which is then further segregated by amounts evaluated for impairment collectively and individually. The allowance for loan losses allocated to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict the use of the allowance to absorb losses in other portfolio segments.

Allowance for Credit Losses and Recorded Investment in Loans Receivable

	September 30, 2017
	(Dollars in thousands)
	Real Estate:					Real Estate:			Real Estate:			Real Estate:
	Construction			Real Estate:		1-4 Family			Multi-family			Nonfarm
	and Land			Farmland		Residential			Residential			Nonresidential			Commercial			Consumer			Total
Allowance for credit losses:
Beginning Balance	$	933		$	75	$	1,228		$	172		$	2,314		$	3,039		$	401		$	8,162
Charge-offs		(2	)		-		(87	)		-			(617	)		(200	)		(33	)		(939	)
Recoveries		1			-		18			-			23			34			35			111
Provision		372			12		381			(13	)		927			228			-			1,907
Ending Balance	$	1,304		$	87	$	1,540		$	159		$	2,647		$	3,101		$	403		$	9,241

Ending Balance:
Individually evaluated for impairment	$	22		$	-	$	341		$	-		$	110		$	408		$	-		$	881

Collectively evaluated for impairment	$	1,282		$	87	$	1,165		$	159		$	2,537		$	2,693		$	403		$	8,326

Purchased Credit Impaired (1)	$	-		$	-	$	34		$	-		$	-		$	-		$	-		$	34

Loans receivable:
Ending Balance	$	121,377		$	10,469	$	145,911		$	19,750		$	331,053		$	261,478		$	47,738		$	937,776

Ending Balance:
Individually evaluated for impairment	$	99		$	-	$	2,837		$	-		$	6,078		$	7,204		$	375		$	16,593

Collectively evaluated for impairment	$	121,265		$	10,469	$	142,864		$	19,750		$	324,470		$	254,274		$	47,363		$	920,455

Purchased Credit Impaired (1)	$	13		$	-	$	210		$	-		$	505		$	-		$	-		$	728

(1) Purchased credit impaired loans are evaluated for impairment on an individual basis.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	December 31, 2016
	(Dollars in thousands)
	Real Estate:					Real Estate:			Real Estate:		Real Estate:
	Construction			Real Estate:		1-4 Family			Multi-family		Nonfarm
	and Land			Farmland		Residential			Residential		Nonresidential			Commercial			Consumer			Total
Allowance for credit losses:
Beginning balance	$	600		$	30	$	1,021		$	101	$	1,416		$	3,618		$	458		$	7,244
Charge-offs		(484	)		-		(162	)		-		(473	)		(667	)		(3	)		(1,789	)
Recoveries		10			-		140			-		1,258			33			46			1,487
Provision		807			45		229			71		113			55			(100	)		1,220
Ending Balance	$	933		$	75	$	1,228		$	172	$	2,314		$	3,039		$	401		$	8,162

Ending Balance:
Individually evaluated for impairment	$	-		$	-	$	252		$	-	$	98		$	501		$	36		$	887

Collectively evaluated for impairment	$	933		$	75	$	943		$	172	$	2,216		$	2,538		$	365		$	7,242

Purchased Credit Impaired (1)	$	-		$	-	$	33		$	-	$	-		$	-		$	-		$	33

Loans receivable:
Ending Balance	$	94,426		$	9,217	$	129,052		$	22,737	$	298,057		$	213,120		$	44,342		$	810,951

Ending Balance:
Individually evaluated for impairment	$	143		$	-	$	3,263		$	-	$	1,073		$	7,332		$	198		$	12,009

Collectively evaluated for impairment	$	94,117		$	9,217	$	125,573		$	22,737	$	295,590		$	205,788		$	44,144		$	797,166

Purchased Credit Impaired (1)	$	166		$	-	$	216		$	-	$	1,394		$	-		$	-		$	1,776

(1) Purchased credit impaired loans are evaluated for impairment on an individual basis.

Management further disaggregates the loan portfolio segments into classes of loans, which are based on the initial measurement of the loan, risk characteristics of the loan and the method for monitoring and assessing the credit risk of the loan.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2017 and December 31, 2016, the credit quality indicators, disaggregated by class of loan, are as follows:

Credit Quality Indicators

	September 30, 2017
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands)
Real Estate Loans:
Construction and land	$	118,911	$	1,951	$	403	$	112	$	121,377
Farmland		10,469		-		-		-		10,469
1-4 family residential		136,338		5,387		1,864		2,322		145,911
Multi-family residential		19,709		-		41		-		19,750
Nonfarm nonresidential		318,617		4,831		3,451		4,154		331,053
Commercial		230,769		21,095		3,168		6,446		261,478
Consumer		46,693		646		164		235		47,738
Total	$	881,506	$	33,910	$	9,091	$	13,269	$	937,776

	December 31, 2016
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands)
Real Estate Loans:
Construction and land	$	92,951	$	932	$	300	$	243	$	94,426
Farmland		9,217		-		-		-		9,217
1-4 family residential		118,891		4,782		2,658		2,721		129,052
Multi-family residential		22,685		-		52		-		22,737
Nonfarm nonresidential		280,398		14,531		1,927		1,201		298,057
Commercial		186,197		16,783		7,377		2,763		213,120
Consumer		43,414		505		225		198		44,342
Total	$	753,753	$	37,533	$	12,539	$	7,126	$	810,951

The above classifications follow regulatory guidelines and can generally be described as follows:

●

Pass loans are of satisfactory quality.

●

Special mention loans have an existing weakness that could cause future impairment, including the deterioration of financial ratios, past due status, questionable management capabilities and possible reduction in the collateral values.

●

Substandard loans have an existing specific and well defined weakness that may include poor liquidity and deterioration of financial ratios. The loan may be past due and related deposit accounts experiencing overdrafts. Immediate corrective action is necessary.

●

Doubtful loans have specific weaknesses that are severe enough to make collection or liquidation in full highly questionable and improbable.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables reflect certain information with respect to the loan portfolio delinquencies by loan class and amount as of September 30, 2017 and December 31, 2016. All loans greater than 90 days past due are generally placed on non-accrual status.

Aged Analysis of Past Due Loans Receivable

	September 30, 2017
	(Dollars in thousands)
													Recorded Investment Over 90 Days Past Due and Still Accruing
					Greater Than 90 Days Past Due
	30-59 Days Past Due		60-89 Days Past Due				Total Past Due				Total Loans Receivable
	30-59 Days Past Due		60-89 Days Past Due				Total Past Due		Current		Total Loans Receivable
Real Estate Loans:
Construction and land	$	398	$	-	$	109	$	507	$	120,870	$	121,377	$	-
Farmland		-		-		-		-		10,469		10,469		-
1-4 family residential		940		146		869		1,955		143,956		145,911		138
Multi-family residential		-		-		-		-		19,750		19,750		-
Nonfarm nonresidential		2,283		2,147		1,433		5,863		325,190		331,053		-
Commercial		300		169		5,842		6,311		255,167		261,478		56
Consumer		35		122		224		381		47,357		47,738		-
Total	$	3,956	$	2,584	$	8,477	$	15,017	$	922,759	$	937,776	$	194

	December 31, 2016
	(Dollars in thousands)
													Recorded Investment Over 90 Days Past Due and Still Accruing
					Greater Than 90 Days Past Due
	30-59 Days Past Due		60-89 Days Past Due				Total Past Due				Total Loans Receivable
	30-59 Days Past Due		60-89 Days Past Due				Total Past Due		Current		Total Loans Receivable
Real Estate Loans:
Construction and land	$	465	$	-	$	106	$	571	$	93,855	$	94,426	$	-
Farmland		-		-		-		-		9,217		9,217		-
1-4 family residential		989		579		963		2,531		126,521		129,052		117
Multi-family residential		-		-		-		-		22,737		22,737		-
Nonfarm nonresidential		1,370		173		532		2,075		295,982		298,057		-
Commercial		45		372		262		679		212,441		213,120		51
Consumer		66		-		149		215		44,127		44,342		-
Total	$	2,935	$	1,124	$	2,012	$	6,071	$	804,880	$	810,951	$	168

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of information pertaining to impaired loans as of September 30, 2017 and December 31, 2016. Acquired non-impaired loans are placed on nonaccrual status and reported as impaired using the same criteria applied to the originated portfolio. Purchased impaired credits are excluded from this table. The interest income recognized for impaired loans was $257,000 and $283,000 for the nine months ending September 30, 2017 and 2016, respectively.

	September 30, 2017
	(Dollars in thousands)
			Unpaid				Average
	Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment
With an allowance recorded:
Real Estate Loans:
Construction and land	$	89	$	89	$	22	$	70
Farmland		-		-		-		-
1-4 family residential		751		830		340		815
Multi-family residential		-		-		-		-
Nonfarm nonresidential		679		701		111		509
Other Loans:
Commercial		562		587		408		485
Consumer		-		-		-		7
Total	$	2,081	$	2,207	$	881	$	1,886

With no allowance recorded:
Real Estate Loans:
Construction and land	$	9	$	16	$	-	$	58
Farmland		-		-		-		-
1-4 family residential		2,087		2,444		-		2,222
Multi-family residential		-		-		-		-
Nonfarm nonresidential		5,400		5,494		-		2,686
Other Loans:
Commercial		6,642		7,893		-		5,975
Consumer		374		405		-		176
Total	$	14,512	$	16,252	$	-	$	11,117

Total Impaired Loans:
Real Estate Loans:
Construction and land	$	98	$	105	$	22	$	128
Farmland		-		-		-		-
1-4 family residential		2,838		3,274		340		3,037
Multi-family residential		-		-		-		-
Nonfarm nonresidential		6,079		6,195		111		3,195
Other Loans:
Commercial		7,204		8,480		408		6,460
Consumer		374		405		-		183
Total	$	16,593	$	18,459	$	881	$	13,003

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	December 31, 2016
	(Dollars in thousands)
			Unpaid				Average
	Recorded		Principal		Related		Recorded
	Investment		Balance		Allowance		Investment
With an allowance recorded:
Real Estate Loans:
Construction and land	$	-	$	-	$	-	$	655
Farmland		-		-		-		-
1-4 family residential		440		470		252		372
Multi-family residential		-		-		-		-
Nonfarm nonresidential		368		368		98		31
Other Loans:
Commercial		695		709		501		1,252
Consumer		36		36		36		12
Total	$	1,539	$	1,583	$	887	$	2,322

With no allowance recorded:
Real Estate Loans:
Construction and land	$	143	$	152	$	-	$	124
Farmland		-		-		-		-
1-4 family residential		2,823		3,276		-		3,296
Multi-family residential		-		-		-		-
Nonfarm nonresidential		705		729		-		3,730
Other Loans:
Commercial		6,637		7,826		-		3,680
Consumer		162		162		-		43
Total	$	10,470	$	12,145	$	-	$	10,873

Total Impaired Loans:
Real Estate Loans:
Construction and land	$	143	$	152	$	-	$	779
Farmland		-		-		-		-
1-4 family residential		3,263		3,746		252		3,668
Multi-family residential		-		-		-		-
Nonfarm nonresidential		1,073		1,097		98		3,761
Other Loans:
Commercial		7,332		8,535		501		4,932
Consumer		198		198		36		55
Total	$	12,009	$	13,728	$	887	$	13,195

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The Company elected to account for certain loans acquired in the AGFC merger as acquired impaired loans under ASC 310-30 due to evidence of credit deterioration at acquisition and the probability that the Company will be unable to collect all contractually required payments. The expected cash flows approximated fair value as of the date of merger and, as a result, no accretable yield was recognized at acquisition for the AGFC purchased impaired credits.

The following table presents the changes in the carrying amount of the purchased impaired credits accounted for under ASC 310-30 for the periods presented.

	Purchased
	Impaired Credits
	(Dollars in thousands)

Carrying amount - December 31, 2015	$	3,634
Payments received, net of discounts realized		(1,181	)
Charge-offs		(352	)
Transfer to other real estate		(325	)
Carrying amount - December 31, 2016		1,776
Payments received, net of discounts realized		(892	)
Purchased impaired credit participation interest sales proceeds, net of discount realized		511
Charge-offs		(667	)
Carrying amount - September 30, 2017	$	728

The Bank seeks to assist customers that are experiencing financial difficulty by renegotiating loans within lending regulations and guidelines. The Bank makes loan modifications, primarily utilizing internal renegotiation programs via direct customer contact, that manage customers’ debt exposures held only by the Bank. Additionally, the Bank makes loan modifications with customers who have elected to work with external renegotiation agencies and these modifications provide solutions to customers’ entire unsecured debt structures. During the periods ended September 30, 2017 and December 31, 2016, the concessions granted to certain borrowers included extending the payment due dates, lowering the contractual interest rate, reducing accrued interest, and reducing the debt’s face or maturity amount.

Once modified in a troubled debt restructuring, a loan is generally considered impaired until its contractual maturity. At the time of the restructuring, the loan is evaluated for an asset-specific allowance for credit losses. The Bank continues to specifically reevaluate the loan in subsequent periods, regardless of the borrower’s performance under the modified terms. If a borrower subsequently defaults on the loan after it is restructured, the Bank provides an allowance for credit losses for the amount of the loan that exceeds the value of the related collateral.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present informative data regarding troubled debt restructurings as of September 30, 2017 and December 31, 2016. The Bank had $3.3 million in troubled debt restructurings that had subsequently defaulted during the nine months ended September 30, 2017 and none that had subsequently defaulted during the year ended December 31, 2016.

Modifications as of September 30, 2017:
			Pre-Modification		Post-Modification
	Number		Outstanding		Outstanding
	of		Recorded		Recorded
	Contracts		Investment		Investment
	(Dollars in thousands)
Troubled Debt Restructuring
Real Estate Loans:
1-4 family residential		3	$	870	$	582
Other Loans:
Commercial		3		5,144		3,922

Total		6	$	6,014	$	4,504

Modifications as of December 31, 2016:
			Pre-Modification		Post-Modification
	Number		Outstanding		Outstanding
	of		Recorded		Recorded
	Contracts		Investment		Investment
	(Dollars in thousands)
Troubled Debt Restructuring
Real Estate Loans:
1-4 family residential		3	$	870	$	608
Other Loans:
Commercial		6		6,880		5,323

Total		9	$	7,750	$	5,931

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 – Fair Value of Financial Instruments –

Fair Value Disclosures

The Company groups its financial assets and liabilities measured at fair value in three levels. Fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

●

Level 1 – Includes the most reliable sources, and includes quoted prices in active markets for identical assets or liabilities.

●

Level 2 – Includes observable inputs. Observable inputs include inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates) as well as inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).

●

Level 3 – Includes unobservable inputs and should be used only when observable inputs are unavailable.

Recurring Basis

Fair values of investment securities available for sale were primarily measured using information from a third-party pricing service. This pricing service provides information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data from market research publications.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the balance of assets and liabilities measured on a recurring basis as of September 30, 2017 and December 31, 2016. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.

	Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
September 30, 2017
Available for Sale:
U.S. Government Agency Securities	$	9,031	$	-	$	9,031	$	-
Corporate Securities		13,085		-		13,085		-
Mortgage-Backed Securities		85,219		-		85,219		-
Municipal Securities		78,123		-		78,123		-
Other Securities		691		-		691		-

Total	$	186,149	$	-	$	186,149	$	-


December 31, 2016
Available for Sale:
U.S. Government Agency Securities	$	7,566	$	-	$	7,566	$	-
Corporate Securities		11,127		-		11,127		-
Mortgage-Backed Securities		99,372		-		99,372		-
Municipal Securities		79,636		-		79,636		-
Other Securities		641		-		641		-

Total	$	198,342	$	-	$	198,342	$	-

Nonrecurring Basis

The Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the tables below. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The fair value of the impaired loans is measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are Level 2 assets measured using appraisals from external parties of the collateral less any prior liens. Repossessed assets are initially recorded at fair value less estimated cost to sell. The fair value of repossessed assets is based on property appraisals and an analysis of similar properties available. As such, the Bank records repossessed assets as Level 2.

	Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
September 30, 2017
Assets:
Impaired Loans	$	16,406	$	-	$	16,406	$	-
Repossessed Assets		267		-		267		-

Total	$	16,673	$	-	$	16,673	$	-

December 31, 2016
Assets:
Impaired Loans	$	12,865	$	-	$	12,865	$	-
Repossessed Assets		1,196		-		1,196		-

Total	$	14,061	$	-	$	14,061	$	-

Fair Value Financial Instruments

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. In accordance with generally accepted accounting principles, certain financial instruments and all non-financial instruments are excluded from these disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Short-Term Investments – For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – Fair value of securities is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Loans – The fair value for loans is estimated using discounted cash flow analyses, with interest rates currently being offered for similar loans to borrowers with similar credit rates. Loans with similar classifications are aggregated for purposes of the calculations. The allowance for loan losses, which was used to measure the credit risk, is subtracted from loans.

Cash Value of Bank-Owned Life Insurance (“BOLI”) – The carrying amount approximates its fair value.

Other Equity Securities – The carrying amount approximates its fair value.

Deposits – The fair value of demand deposits and certain money market deposits is the amount payable at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using discounted cash flow analyses, with interest rates currently offered for deposits of similar remaining maturities.

Borrowings – The fair value of FHLB advances and other long-term borrowings is estimated using the rates currently offered for advances of similar maturities. The carrying amount of short-term borrowings maturing within ninety days approximates the fair value.

Commitments to Extend Credit and Standby and Commercial Letters of Credit – The fair values of commitments to extend credit and standby and commercial letters of credit do not differ significantly from the commitment amount and are therefore omitted from this disclosure.

The estimated approximate fair values of the Bank’s financial instruments as of September 30, 2017 and December 31, 2016 are as follows:

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
September 30, 2017
Financial Assets:
Cash and Short-Term Investments	$	39,181	$	39,181	$	39,181	$	-	$	-
Securities		186,149		186,149		-		186,149		-
Mortgage Loans Held for Sale		332		332		-		332		-
Loans - Net		928,535		914,658		-		-		914,658
Cash Value of BOLI		23,039		23,039		-		23,039		-
Other Equity Securities		8,595		8,595		-		-		8,595

Total	$	1,185,831	$	1,171,954	$	39,181	$	209,520	$	923,253

Financial Liabilities:
Deposits	$	1,015,094	$	1,010,560	$	-	$	-	$	1,010,560
Borrowings		71,962		72,270		-		72,270		-

Total	$	1,087,056	$	1,082,830	$	-	$	72,270	$	1,010,560

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Carrying		Total
	Amount		Fair Value		Level 1		Level 2		Level 3
	(Dollars in thousands)
December 31, 2016
Financial Assets:
Cash and Short-Term Investments	$	44,729	$	44,729	$	44,729	$	-	$	-
Securities		198,342		198,342		-		198,342		-
Mortgage Loans Held for Sale		180		180		-		180		-
Loans - Net		802,789		796,400		-		-		796,400
Cash Value of BOLI		22,567		22,567		-		22,567		-
Other Equity Securities		6,120		6,120		-		-		6,120

Total	$	1,074,727	$	1,068,338	$	44,729	$	221,089	$	802,520

Financial Liabilities:
Deposits	$	932,795	$	912,702	$	-	$	-	$	912,702
Borrowings		53,646		53,706		-		53,706		-

Total	$	986,441	$	966,408	$	-	$	53,706	$	912,702

Note 8 – Recently Issued Accounting Pronouncements –

In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-16, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities. The provisions of this ASU require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. This ASU also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities, and eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at amortized cost on the balance sheet. ASU No. 2016-16 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. This ASU requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, this ASU clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. For public business entities, the amendments in the update are effective for fiscal years beginning after December 15, 2017, including interim periods. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Conforming Amendments Related to Leases. This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the statement of condition and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. The ASU is effective for annual and interim periods beginning after December 15, 2018. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. The ASU amends the codification to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification in the statement of cash flows. The amendments also allow an accounting policy election to account for forfeitures as they occur. This ASU is effective for annual and interim periods beginning after December 15, 2016, with early adoption permitted. The Company elected an accounting policy to account for forfeitures as they occur upon adoption of this ASU. The adoption of this ASU did not have a material effect on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments introduce an impairment model that is based on current expected credit losses (“CECL”), rather than incurred losses, to estimate credit losses on certain types of financial instruments (ex. loans and held to maturity securities), including certain off-balance sheet financial instruments (ex. commitments to extend credit and standby letters of credit that are not unconditionally cancellable). The CECL should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when estimating the CECL. The allowance for credit losses for purchased financial assets with a more-than-insignificant amount of credit deterioration since origination that are measured at amortized cost basis is determined in a similar manner to other financial assets measured at amortized cost basis; however, the initial estimate of expected credit loss would be recognized through an allowance for credit losses with an offset (i.e. increase) to the purchase price at acquisition. Only subsequent changes in the allowance for credit losses are recorded as a credit loss expense for these assets. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses relating to available for sale debt securities should be recorded through an allowance for credit losses. This ASU is effective for fiscal years beginning after December 31, 2019. The amendments will be applied through a modified retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently planning for the implementation of this ASU. Management is currently evaluating the potential impact of ASU 2016-13 on the Company’s consolidated financial statements.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which introduces amendments intended to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments will be applied prospectively and are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those periods. The adoption of this ASU is not expected to have a significant impact on the Company’s consolidated financial statements.

On January 26, 2017, the FASB issued ASU 2017-04, Intangibles – Goodwill and Other (Topic 350) which simplifies the accounting for goodwill impairment. The guidance in this ASU removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. The goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. The revised guidance will be applied prospectively, and is effective for calendar year-end ending in 2020 for public business entities. Early adoption is permitted for any impairment tests performed after January 1, 2017. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU implements a common revenue standard and clarifies the principles used for recognizing revenue. The amendments of the ASU clarify that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The entity should identify the contract with the customer, identify the performance obligation, determine the transaction price, allocate that transaction price to the performance obligation, and recognize revenue when, or as, the entity satisfies the performance obligation. The amendments of the ASU will be effective for the Company beginning January 1, 2018. The Company intends to adopt the amendments beginning January 1, 2018 and does not expect a significant impact to the Company’s consolidated financial statements.

Note 9 – Subsequent Events –

Agreement and Plan of Reorganization with Minden Bancorp, Inc.

On October 5, 2017, the Company entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with Minden Bancorp, Inc. (“MBI”), the holding company for MBL Bank, Minden, Louisiana, and BFB Acquisition Company, a Louisiana corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”). The Reorganization Agreement provides for the merger of the Merger Subsidiary with and into MBI, with MBI as the surviving corporation. Immediately following the merger, MBI will be merged with and into the Company, with the Company as the surviving corporation, and then MBL Bank will be immediately merged with and into Business First Bank, with Business First Bank as the surviving bank.

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BUSINESS FIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Under the terms of the Reorganization Agreement, each of the issued and outstanding shares of MBI common stock will be converted into and represent the right to receive $31.50 through a combination of cash from the Company and a special dividend of up to $20.0 million from MBI immediately prior to closing. Prior to closing, each stock option issued by MBI will be cancelled in exchange for $31.50 less the exercise price. In the aggregate, MBI’s shareholders and equity rights holders will receive approximately $76.1 million. The terms of the Reorganization Agreement are pending, and subject to the satisfaction of all closing conditions, including the receipt of all required regulatory and shareholder approvals. The merger is expected to be completed in the first quarter of 2018.

At September 30, 2017, MBI reported $318.2 million in total assets, $192.1 million in total loans, $249.3 million in total deposits, and $49.2 million in total shareholders’ equity. MBL Bank is the leading financial institution in Webster Parish, part of the Shreveport-Bossier City MSA, through its two branch locations.

Private Placement of Common Stock

On October 5, 2017, the Company also entered into Securities Purchase Agreements and Registration Rights Agreements with certain institutional investors and Subscription Agreements with certain other accredited investors, including certain directors and executive officers of the Company, pursuant to which the Company agreed to sell in a private placement offering (the “Private Placement”) an aggregate of up to 3,300,000 shares of the Company’s common stock (the “Private Placement Shares”) at a purchase price of $20.00 per share. Stephens Inc. served as the sole placement agent for the Private Placement. The Private Placement closed on October 12, 2017, with the Company selling 3,299,925 shares for gross proceeds of approximately $66.0 million. The Company estimates the net proceeds of the Private Placement will be approximately $62.5 million, after deducting placement agent fees and other offering related expenses, and will be used to partially fund the Company’s acquisition of MBI and for general corporate purposes.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

NOTE: When we refer in this Form 10-Q to “we,” “our,” “us,” the “Company” and “Business First,” we are referring to Business First Bancshares, Inc. and its subsidiaries, unless the context indicates otherwise.

All statements other than statements of historical fact contained in this Quarterly Report on Form 10-Q (this “Report”) and other periodic reports filed by the Company, and other written or oral statements made by us or on our behalf, are “forward-looking statements,” as defined by (and subject to the “safe harbor” protections under) the federal securities laws. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and the banking industry in general, including, without limitation, statements relating to the timing and anticipated benefits of our proposed acquisition of Minden Bancorp, Inc. and its subsidiary, MBL Bank. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “will continue,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” and similar expressions of a future or forward-looking nature. These statements involve estimates, assumptions, and risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements.

We believe these factors include, but are not limited to, the following:

●

changes in the strength of the United States (“U.S.”) economy in general and the local economy in our local market areas adversely affecting our customers and their ability to transact profitable business with us, including the ability of our borrowers to repay their loans according to their terms or a change in the value of the related collateral;

●

the ability to sustain and continue our organic loan and deposit growth, and manage that growth effectively;

●

market declines in industries to which we have exposure, such as the continuing low crude oil prices that impact certain of our borrowers and investments that operate within, or are backed by collateral associated with, the oil and gas industry;

●

changes in interest rates and market prices, which could reduce our net interest margins, asset valuations and expense expectations;

●

changes in the levels of loan prepayments and the resulting effects on the value of our loan portfolio;

●

increased competition for deposits and loans adversely affecting rates and terms;

●

increased credit risk in our assets and increased operating risk caused by a material change in commercial, consumer and/or real estate loans as a percentage of our total loan portfolio;

●

deteriorating asset quality and higher loan charge-offs, and the time and effort required to resolve problem assets;

●

the failure of assumptions underlying the establishment of and provisions made to our allowance for credit losses;

●

changes in the availability of funds resulting in increased costs or reduced liquidity;

●

a determination or downgrade in the credit quality and credit agency ratings of the securities in our securities portfolio;

●

increased asset levels and changes in the composition of assets and the resulting impact on our capital levels and regulatory capital ratios;

●

our ability to satisfy the conditions and consummate the acquisition of Minden Bancorp, Inc. (“MBI”) and its subsidiary MBL Bank, Minden, Louisiana (“MBL Bank”), including the receipt of regulatory approvals required for the acquisition and approval of the acquisition by MBI’s shareholders;

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●

our ability to meet expectations regarding the timing and completion and accounting and tax treatment of the acquisition of MBI;

●

the possibility that any of the anticipated benefits of the proposed acquisition of MBI will not be fully realized or will not be realized within the expected time period;

●

the risk that integration of MBI’s and MBL Bank’s operations with those of the Company and Business First Bank will be materially delayed or will be more costly or difficult than expected;

●

the failure of the proposed acquisition of MBI to close for any other reason;

●

the effect of the announcement of the proposed acquisition of MBI on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers);

●

dilution caused by the Company’s issuance of additional shares of its common stock in connection with the proposed private placement offering;

●

the possibility that the proposed acquisition of MBI may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

●

the loss of senior management or operating personnel and the potential inability to hire qualified personnel at reasonable compensation levels;

●

legislative or regulatory developments, including changes in laws and regulations concerning taxes, banking, securities, insurance and other aspects of the financial securities industry, such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the extensive rule making required to be undertaken by various regulatory agencies under the Dodd-Frank Act;

●

government intervention in the U.S. financial system;

●

changes in statutes and government regulations or their interpretations applicable to us, including changes in tax requirements and tax rates;

●

acts of terrorism, an outbreak of hostilities or other international or domestic calamities, weather, including the historic Louisiana flood of 2016, or other acts of God and other matters beyond our control; and

●

other risks and uncertainties listed from time to time in our reports and documents filed with the U.S. Securities and Exchange Commission (“SEC”).

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BUSINESS FIRST

The following discussion and analysis focuses on significant changes in the financial condition of Business First from December 31, 2016 to September 30, 2017, and its results of operations for the three and nine months ended September 30, 2017. This discussion and analysis is intended to highlight and supplement information presented elsewhere in this Report and should be read in conjunction with (i) the accompanying unaudited consolidated financial statements and the notes thereto (the “Notes”) and (ii) our Annual Report on Form 10-K for the year ended December 31, 2016, including the audited consolidated financial statements and notes thereto, management’s discussion and analysis, and the risk factor disclosures contained therein. This discussion and analysis contains forward-looking statements that are subject to certain risks and uncertainties and are based on certain assumptions that Business First believes are reasonable but may prove to be inaccurate. Certain risks, uncertainties and other factors, including those set forth under “Forward-Looking Statements,” “Risk Factors” and elsewhere in this Report, may cause actual results to differ materially from those projected results discussed in the forward-looking statements appearing in this discussion and analysis. Business First assumes no obligation to update any of these forward-looking statements.

Overview

We are a registered bank holding company headquartered in Baton Rouge, Louisiana. Through our wholly-owned subsidiary, Business First Bank, a Louisiana state chartered bank, we provide a broad range of financial services tailored to meet the needs of small to medium-sized businesses and professionals. Since our inception in 2006, our priority has been and continues to be creating shareholder value through the establishment of an attractive commercial banking franchise in Louisiana and across our region. We consider our primary markets to include the State of Louisiana and Dallas, Texas. We currently operate out of nineteen offices, including sixteen full-service banking centers, two loan production offices, and one wealth solutions office in markets across Louisiana and Texas. As of September 30, 2017, we had total assets of $1.2 billion, total loans of $938.1 million, total deposits of $1.0 billion, and total shareholders’ equity of $120.1 million.

While we continue to prioritize organic growth, we also seek to capitalize upon other opportunities as they arise. After the close of business on March 31, 2015, we merged with American Gateway Financial Corporation (“AGFC”), parent bank holding company for American Gateway Bank, pursuant to which the operations of AGFC were merged with us and ten former American Gateway Bank branches were added to our branch network. Total assets acquired were $371.5 million, which included loans of $143.2 million, securities available for sale of $108.4 million, and deposits of $283.3 million. Shareholders of AGFC received merger consideration of $10.00 in cash and 11.88 shares of our common stock in exchange for each share of AGFC common stock.

In addition, on October 5, 2017, we entered into an Agreement and Plan of Reorganization (the “Reorganization Agreement”) with Minden Bancorp, Inc. (“MBI”), the holding company for MBL Bank, Minden, Louisiana, and BFB Acquisition Company, a Louisiana corporation and wholly-owned subsidiary of Business First (“Merger Subsidiary”). The Reorganization Agreement provides for the merger of the Merger Subsidiary with and into MBI, with MBI as the surviving corporation. Immediately following the merger, MBI will be merged with and into Business First, with Business First as the surviving corporation, and then MBL Bank will be immediately merged with and into Business First Bank, with Business First Bank as the surviving bank.

As a bank holding company operating through one market segment, community banking, we generate most of our revenues from interest income on loans, customer service and loan fees, and interest income from securities. We incur interest expense on deposits and other borrowed funds and noninterest expense, such as salaries and employee benefits and occupancy expenses. We analyze our ability to maximize income generated from interest earning assets and expense of our liabilities through our net interest margin. Net interest margin is a ratio calculated as net interest income divided by average interest-earning assets. Net interest income is the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings, which are used to fund those assets.

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Changes in the market interest rates and the interest rates we earn on interest-earning assets or pay on interest-bearing liabilities, as well as the volume and types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, are usually the largest drivers of periodic changes in net interest spread, net interest margin and net interest income. Fluctuations in market interest rates are driven by many factors, including governmental monetary policies, inflation, deflation, macroeconomic developments, changes in unemployment, the money supply, political and international conditions, and conditions in domestic and foreign financial markets. Periodic changes in the volume and types of loans in our loan portfolio are affected by, among other factors, economic and competitive conditions in our markets and across our region, as well as developments affecting the real estate, technology, financial services, insurance, transportation, manufacturing and energy sectors within our markets.

Financial Highlights

The financial highlights as of September 30, 2017 include:

•

Total assets of $1.2 billion, a $108.0 million or 9.8% increase from December 31, 2016.

•

Total loans of $938.1 million, a $127.0 million or 15.7% increase from December 31, 2016.

•

Total deposits of $1.0 billion, an $82.3 million or 8.8% increase from December 31, 2016.

•

Net income for the three months ended September 30, 2017 of $1.7 million, a $302,000 or 21.9% increase from the three month period ended September 30, 2016.

•

Net interest income of $10.5 million for the three months ended September 30, 2017, a $791,000 or 8.1% increase from the three month period ended September 30, 2016.

•

An allowance for loan and lease losses of 0.99% of total loans held for investment and a ratio of non-performing loans to total loans held for investment of 1.44% as of September 30, 2017.

•

Return on average assets of 0.65% over the first nine months of 2017.

•

Return on average equity of 6.51% over the first nine months of 2017.

•

Capital ratios for Tier 1 Leverage, Common Equity Tier 1, Tier 1 Risk-based and Total Risk-based Capital of 9.47%, 9.83%, 9.83% and 10.64%, respectively as of September 30, 2017.

•

Book value per share of $17.32 as of September 30, 2017, an increase of 5.5% from $16.42 at December 31, 2016.

Results of Operations for the Three and Nine Months Ended September 30, 2017 and 2016

Net Interest Income

Our operating results depend primarily on our net interest income, calculated as the difference between interest income on interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Fluctuations in market interest rates impact the yield and rates paid on interest sensitive assets and liabilities. Changes in the amount and type of interest-earning assets and interest-bearing liabilities also impact net interest income. The variance driven by the changes in the amount and mix of interest-earning assets and interest-bearing liabilities is referred to as a “volume change.” Changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds are referred to as a “rate change.”

To evaluate net interest income, we measure and monitor (1) yields on our loans and other interest-earning assets, (2) the costs of our deposits and other funding sources, (3) our net interest spread and (4) our net interest margin. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as net interest income divided by average interest-earning assets. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and shareholders’ equity also fund interest-earning assets, net interest margin includes the benefit of these noninterest-bearing sources. We calculate average assets, liabilities, and capital using a monthly average.

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For the three months ended September 30, 2017, net interest income totaled $10.5 million, and net interest margin and net interest spread were 3.82% and 3.56%, respectively. For the three months ended September 30, 2016, net interest income totaled $9.7 million, and net interest margin and net interest spread were 3.78% and 3.59%, respectively. The change in net interest margin and net interest spread were primarily due to the sale of a 98% participation interest in one of our impaired credits acquired from AGFC and to the change in the rate environment. Excluding the $317,000 purchase discount included in the interest income which was recognized upon the sale of the 98% participation interest during the quarter ended September 30, 2017, net interest margin and net interest spread were 3.70% and 3.45%, respectively, with an average yield on our loan portfolio of 4.94% and an average yield on total interest-earning assets of 4.39%. In addition, we experienced an overall increase of 16 basis points in cost of funds. For the nine months ended September 30, 2017, net interest income totaled $32.8 million, and net interest margin and net interest spread were 4.06% and 3.84%, respectively. For the nine months ended September 30, 2016, net interest income totaled $28.3 million and net interest margin and net interest spread were 3.64% and 3.48%, respectively. The positive change in net interest margin and net interest spread was primarily due to the sale of a 98% participation interest in two of our impaired credits acquired from AGFC, and to a lesser extent, to the change in the rate environment. Excluding the $2.8 million purchase discount included in interest income which was recognized upon the two sales of a 98% participation interest during the nine months ended September 30, 2017, net interest margin and net interest spread were 3.72% and 3.50%, respectively, with an average yield on our loan portfolio of 4.96% and an average yield on total interest-earning assets of 4.36%. In addition, we experienced an overall increase in cost of funds of 14 basis points during the nine months ended September 30, 2017 compared to the prior year period. While we experienced significant growth in average loan balances, we anticipate continued pressure on our net interest margin and net interest spread.

The following tables present, for the periods indicated, an analysis of net interest income by each major category of interest-earning assets and interest-bearing liabilities, the average amounts outstanding and the interest earned or paid on such amounts. The tables also set forth the average rate earned on interest-earning assets, the average rate paid on interest-bearing liabilities, and the net interest margin on average total interest-earning assets for the same periods. Interest earned on loans that are classified as nonaccrual is not recognized in income; however the balances are reflected in average outstanding balances for the period. For the three and nine months ended September 30, 2017 and 2016, interest income not recognized on nonaccrual loans was not material. Any nonaccrual loans have been included in the table as loans carrying a zero yield. The average total loans reflected below is net of deferred loan fees and discounts. Acquired loans were recorded at fair value at acquisition and accrete interest income over the remaining lives of the respective loans.

	For the Three Months Ended September 30,
	2017								2016
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate			Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
	(Dollars in thousands) (Unaudited)
Assets
Interest-earning assets:
Total loans	$	899,739		$	11,433		5.08	%	$	799,227		$	10,281		5.15	%
Securities available for sale		193,509			953		1.97	%		212,414			955		1.80	%
Interest-bearing deposits in other banks		11,125			38		1.37	%		19,681			43		0.87	%
Total interest-earning assets		1,104,373			12,424		4.50	%		1,031,322			11,279		4.37	%
Allowance for loan losses		(9,121	)							(7,521	)
Noninterest-earning assets		92,301								107,278
Total assets	$	1,187,553		$	12,424				$	1,131,079		$	11,279

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits	$	735,371		$	1,665		0.91	%	$	731,006		$	1,376		0.75	%
Advances from Federal Home Loan Bank (“FHLB”)		65,710			182		1.11	%		47,889			134		1.12	%
Other borrowings		6,609			44		2.66	%		5,923			27		1.82	%
Total interest-bearing liabilities		807,690			1,891		0.94	%		784,818			1,537		0.78	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits		253,866								221,950
Other liabilities		6,068								7,593
Total noninterest-bearing liabilities		259,934								229,543
Shareholders’ equity		119,929								116,718
Total liabilities and shareholders’ equity	$	1,187,553							$	1,131,079
Net interest rate spread⁽¹⁾							3.56	%							3.59	%
Net interest income				$	10,533							$	9,742
Net interest margin⁽²⁾							3.82	%							3.78	%

(1)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(2)	Net interest margin is equal to net interest income divided by average interest-earning assets.

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	For the Nine Months Ended September 30,
	2017								2016
	Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate			Average Outstanding Balance			Interest Earned/ Interest Paid		Average Yield/ Rate
	(Dollars in thousands) (Unaudited)
Assets
Interest-earning assets:
Total loans	$	867,036		$	34,972		5.38	%	$	790,480		$	29,548		4.98	%
Securities available for sale		197,759			2,872		1.94	%		211,891			2,858		1.80	%
Interest-bearing deposits in other banks		10,897			85		1.04	%		32,404			161		0.66	%
Total interest-earning assets		1,075,692			37,929		4.70	%		1,034,775			32,567		4.20	%
Allowance for loan losses		(8,545	)							(7,351	)
Noninterest-earning assets		98,178								104,092
Total assets	$	1,165,325		$	37,929				$	1,131,516		$	32,567

Liabilities and Shareholders’ Equity
Interest-bearing liabilities:
Interest-bearing deposits	$	723,796		$	4,514		0.83	%	$	734,309		$	3,800		0.69	%
Advances from Federal Home Loan Bank (“FHLB”)		65,268			508		1.04	%		51,665			414		1.07	%
Other borrowings		6,705			124		2.47	%		6,085			79		1.73	%
Total interest-bearing liabilities		795,769			5,146		0.86	%		792,059			4,293		0.72	%

Noninterest-bearing liabilities:
Noninterest-bearing deposits		246,516								217,014
Other liabilities		6,101								7,140
Total noninterest-bearing liabilities		252,617								224,154
Shareholders’ equity		116,939								115,303
Total liabilities and shareholders’ equity	$	1,165,325							$	1,131,516
Net interest rate spread⁽¹⁾							3.84	%							3.48	%
Net interest income				$	32,783							$	28,274
Net interest margin⁽²⁾							4.06	%							3.64	%

(1)	Net interest spread is the average yield on interest-earning assets minus the average rate on interest-bearing liabilities.

(2)	Net interest margin is equal to net interest income divided by average interest-earning assets.

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The following tables present information regarding the dollar amount of changes in interest income and interest expense for the periods indicated for each major component of interest-earning assets and interest-bearing liabilities, and distinguishes between the changes attributable to changes in volume and changes attributable to changes in interest rates. For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated to rate.

	For the Three Months Ended September 30, 2017 compared to the Three Months Ended September 30, 2016
	Increase (Decrease) due to change in
	Volume			Rate			Total
	(Dollars in thousands) (Unaudited)
Interest-earning assets:
Total loans	$	1,277		$	(125	)	$	1,152
Securities available for sale		(93	)		91			(2	)
Interest-earning deposits in other banks		(29	)		24			(5	)
Total increase in interest income	$	1,155		$	(10	)	$	1,145

Interest-bearing liabilities:
Interest-bearing deposits	$	10		$	279		$	289
Advances from FHLB		49			(1	)		48
Other borrowings		5			12			17
Total increase in interest expense		64			290			354
Increase in net interest income	$	1,091		$	(300	)	$	791

	For the Nine Months Ended September 30, 2017 compared to the Nine Months Ended September 30, 2016
	Increase (Decrease) due to change in
	Volume			Rate			Total
	(Dollars in thousands) (Unaudited)
Interest-earning assets:
Total loans	$	3,088		$	2,336		$	5,424
Securities available for sale		(205	)		219			14
Interest-earning deposits in other banks		(168	)		92			(76	)
Total increase in interest income	$	2,715		$	2,647		$	5,362

Interest-bearing liabilities:
Interest-bearing deposits	$	(66	)	$	780		$	714
Advances from FHLB		106			(12	)		94
Other borrowings		11			34			45
Total increase in interest expense		51			802			853
Increase in net interest income	$	2,664		$	1,845		$	4,509

Provision for Loan Losses

Our provision for loan losses is a charge to income in order to bring our allowance for loan losses to a level deemed appropriate by management. For a description of the factors taken into account by management in determining the allowance for loan losses see “—Financial Condition—Allowance for Loan Losses.” The provision for loan losses was $247,000 for the three months ended September 30, 2017 and $100,000 for the same period in 2016. For the nine months ended September 30, 2017 and 2016, the provision for loan losses was $1.9 million and $920,000, respectively. The higher provision during the first nine months of 2017 was to increase our general reserves related to our exposure to the commercial and energy sectors.

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Noninterest Income

Our primary sources of noninterest income are service charges on deposit accounts, debit card fee income, income from bank-owned life insurance, and brokerage commissions.

The following tables present, for the periods indicated, the major categories of noninterest income:

	For the Three Months Ended September 30,					Increase
	2017			2016		(Decrease)
	(Dollars in thousands) (Unaudited)
Noninterest income:
Service charges on deposit accounts	$	542		$	558	$	(16	)
Debit card fee income		159			141		18
Automated Teller Machine (“ATM”) fees		47			47		—
Bank-owned life insurance income		163			147		16
Gain on sales of investment securities		31			—		31
Brokerage commissions		288			175		113
Mortgage origination income		61			31		30
Correspondent bank income		63			85		(22	)
Rental income		139			17		122
Gain (loss) on sales of other real estate owned		(340	)		84		(424	)
Other		88			83		5
Total noninterest income	$	1,241		$	1,368	$	(127	)

	For the Nine Months Ended September 30,						Increase
	2017			2016			(Decrease)
	(Dollars in thousands) (Unaudited)
Noninterest income:
Service charges on deposit accounts	$	1,579		$	1,541		$	38
Debit card fee income		491			453			38
Automated Teller Machine (“ATM”) fees		145			136			9
Bank-owned life insurance income		472			637			(165	)
Gain on sales of investment securities		31			231			(200	)
Brokerage commissions		731			447			284
Mortgage origination income		161			94			67
Correspondent bank income		228			156			72
Pass-through income (loss) from SBIC partnerships		190			(44	)		234
Rental income		184			27			157
Gain (loss) on sales of other real estate owned		(336	)		146			(482	)
Other		269			255			14
Total noninterest income	$	4,145		$	4,079		$	66

Noninterest income for the three months ended September 30, 2017 decreased $127,000 or 9.3% to $1.2 million compared to noninterest income of $1.4 million for the same period in 2016. Noninterest income for the nine months ended September 30, 2017 increased $66,000 or 1.6% compared to the same period in 2016. The components of noninterest income with significant fluctuations compared to the prior year period were as follows:

Bank-owned life insurance (“BOLI”) income. We invest in BOLI due to its attractive nontaxable return and protection against the loss of our key employees. We record income based on the growth of the cash surrender value of these policies as well as the annual yield. Income from BOLI was $163,000 for the three months ended September 30, 2017 as compared to $147,000 for the same time period in 2016, an increase of $16,000. For the nine months ended September 30, 2017 and 2016, income was $472,000 and $637,000, respectively. The decrease for the nine months ended September 30, 2017, over the same period in 2016, was primarily due to receipt of a death benefit related to a former AGFC employee during the first quarter of 2016.

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Brokerage commissions. We earn commissions from brokerage services provided by our Wealth Solutions Group. Brokerage commissions totaled $288,000 and $175,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, commissions totaled $731,000 and $447,000, respectively. The increase of $113,000 or 64.6% for the three months ended September 30, 2017 and $284,000 or 63.5% for the nine months ended September 30, 2017, over the prior year periods, was primarily due to recruiting a 4-person advisory team in 2016 and completing the conversion of their book of business from the prior broker-dealer to Business First.

Correspondent bank income. During the first half of 2016 we renegotiated certain of our correspondent banking relationships. We received earnings credit income of $63,000 and $85,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, we received earnings credit income of $228,000 and $156,000, respectively.

Pass-through income from SBIC partnerships. We are an investor in several SBIC programs, which are joint ventures between various investors with venture capital, the Small Business Administration (“SBA”), and small business borrowers. During 2016, the programs in which we have invested venture capital were still in the start-up phase. Those programs are maturing and becoming profitable in 2017. Pass-through income from SBIC partnerships was $190,000 for the nine months ended September 30, 2017, compared to a loss of $44,000 for the nine months ended September 30, 2016.

Rental income. We receive rental income from our other real estate owned and from the sublease of our former corporate offices. Rental income totaled $139,000 and $17,000 during the three months ended September 30, 2017 and 2016, respectively, an increase of $122,000 over the prior year period. For the nine months ended September 30, 2017 and 2016, rental income totaled $184,000 and $27,000 respectively, and increase of $157,000. The increase during both the three and nine months ended September 30, 2017, compared to the prior year periods, was primarily as a result of net rental income of $116,000 received upon the disposition of one of our other real estate owned properties which we have held since April 2013.

Gain (loss) on sales of other real estate owned. We incurred a net loss of $340,000 and a net gain of $84,000 on the sale of other real estate owned during the three months ended September 30, 2017 and 2016, respectively. The net loss totaled $336,000 for the nine months ended September 30, 2017, compared to a net gain of $146,000 for the prior year period. During both the three and nine months ended September 30, 2017, a loss of $335,000 was incurred on the disposal of a single property we have held since April 2013.

Other. This category includes a variety of other income producing activities, including wire transfer fees, insurance commissions, credit card income and participation fee income. Other income increased $5,000 or 6.0% for the three months ended September 30, 2017, compared to the same period in 2016. For the nine months ended September 30, 2017, compared to the same period in 2016, other income increased $14,000 or 5.5%.

Noninterest Expense

Generally, noninterest expense is composed of all employee expenses and costs associated with operating our facilities, obtaining and retaining customer relationships, and providing bank services. The largest component of noninterest expense is salaries and employee benefits. Noninterest expense also includes operational expenses, such as occupancy expenses, depreciation and amortization, professional and regulatory fees, including Federal Deposit Insurance Corporation (“FDIC”) assessments, data processing expenses, and advertising and promotion expenses.

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The following table presents, for the periods indicated, the major categories of noninterest expense:

	For the Three Months Ended September 30,				Increase
	2017		2016		(Decrease)
	(Dollars in thousands) (Unaudited)
Salaries and employee benefits	$	5,559	$	5,045	$	514
Non-staff expenses:
Occupancy of bank premises		617		718		(101	)
Depreciation and amortization		351		391		(40	)
Data processing		385		359		26
FDIC assessment fees		202		206		(4	)
Legal and other professional fees		358		427		(69	)
Advertising and promotions		271		418		(147	)
Utilities and communications		242		255		(13	)
Ad valorem shares tax		165		180		(15	)
Directors’ fees		76		84		(8	)
Other real estate owned expenses and write-downs		4		12		(8	)
Other		984		1,061		(77	)
Total noninterest expense	$	9,214	$	9,156	$	58

	For the Nine Months Ended September 30,				Increase
	2017		2016		(Decrease)
	(Dollars in thousands) (Unaudited)
Salaries and employee benefits	$	15,940	$	14,768	$	1,172
Non-staff expenses:
Occupancy of bank premises		1,864		1,818		46
Depreciation and amortization		1,119		1,164		(45	)
Data processing		1,145		1,092		53
FDIC assessment fees		568		563		5
Legal and other professional fees		942		1,485		(543	)
Advertising and promotions		934		983		(49	)
Utilities and communications		733		766		(33	)
Ad valorem shares tax		495		541		(46	)
Directors’ fees		317		254		63
Other real estate owned expenses and write-downs		43		157		(114	)
Other		2,994		3,116		(122	)
Total noninterest expense	$	27,094	$	26,707	$	387

Noninterest expense for the three months ended September 30, 2017 totaled $9.2 million and increased $58,000 or 0.6% compared to the prior year period. For the nine months ended September 30, 2017, noninterest expense increased $387,000 or 1.4% to $27.1 million, compared to noninterest expense of $26.7 million for the same period in 2016. The components of noninterest expense with significant fluctuations compared to the prior year period were as follows:

Salaries and employee benefits. Salaries and employee benefits are the largest component of noninterest expense and include payroll expense, the cost of incentive compensation, benefit plans, health insurance and payroll taxes. Salaries and employee benefits were $5.6 million for the three months ended September 30, 2017, an increase of $514,000 or 10.2% compared to the same period in 2016. For the nine months ended September 30, 2017, salaries and benefits were $15.9 million, an increase of $1.2 million or 7.9% compared to the same period in 2016. The increase was primarily due to promotions and additional hires for new positions, our merit increase cycle, and higher commissions paid as a result of the increase in our brokerage services activity. As of September 30, 2017, we had 226 full-time equivalent employees compared to 202 as of September 30, 2016. Salaries and employee benefits included stock-based compensation expense of $70,000 and $51,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, salaries and benefits included stock-based compensation income of $13,000 and expense of $207,000, respectively. We had net stock-based compensation income for the nine months ended September 30, 2017 due to the forfeiture of vested stock options for certain employees during the first quarter 2017.

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Occupancy of bank premises. Expenses associated with occupancy of premises was $617,000 and $718,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, occupancy and bank premises expenses totaled $1.9 million and $1.8 million, respectively. The decrease for the three months ended September 30, 2017, compared to the same period 2016, was mainly due to the demolition and cleanup costs incurred for one of our branches impacted by the August 2016 flooding in South Louisiana as well as the costs incurred in July 2016 to relocate our corporate offices to downtown Baton Rouge. The increase for the nine months ended September 30, 2017, compared to the same period in 2016, may be attributed primarily to increased rent expense due to new lease commitments as a result of the third quarter 2016 relocation of our corporate offices to downtown Baton Rouge and entering into the Dallas, Texas market in 2017.

Legal and other professional fees. Other professional fees include audit, loan review, compliance, and other consultants. Legal and other professional fees were $358,000 and $427,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, legal and other professional fees were $942,000 and $1.5 million, respectively. Legal and other professional fees were $69,000 or 16.2% lower during the three months ended September 30, 2017 and $543,000 or 36.6% lower during the nine months ended September 30, 2017, compared to the same periods in 2016, primarily due to the fees incurred in 2016 in our defense of the litigation related to the dissenting former AGFC shareholders who exercised their statutory rights of appraisal.

Directors’ fees. Directors’ fees were $76,000 and $84,000 for the three months ended September 30, 2017 and 2016, respectively. For the nine months ended September 30, 2017 and 2016, directors’ fees were $317,000 and $254,000, respectively. The increase for the nine months ended September 30, 2017 of $63,000, or 24.8%, was primarily due to the March 31, 2017 issuance of an aggregate 4,410 shares of our common stock valued at $75,000 to our non-employee directors as non-cash compensation for their board service to Business First.

Other. This category includes operating and administrative expenses including business development expenses (i.e. travel and entertainment, donations and club dues), insurance, supplies and printing, equipment rent, and software support and maintenance. Other noninterest expense decreased $77,000 for the three months ended September 30, 2017 compared to the same period in 2016. For the nine months ended September 30, 2017, other noninterest expense decreased $122,000 compared to the same period in 2016. The decrease in other expenses for the nine months ended September 30, 2017, compared to the same period in 2016, was primarily due to the $162,000 statutory interest paid as a result of the litigation settlement with the dissenting former AGFC shareholders who exercised their statutory rights of appraisal.

Income Tax Expense

The amount of income tax expense is influenced by the amounts of our pre-tax income, tax-exempt income and other nondeductible expenses. Deferred tax assets and liabilities are reflected at currently enacted income tax rates in effect for the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

For the three months ended September 30, 2017, income tax expense totaled $631,000, an increase of $157,000 or 33.1% compared to $474,000 for the same period in 2016. For the nine months ended September 30, 2017, income tax expense totaled $2.2 million, an increase of $1.1 million or 101.4% compared to $1.1 million for the same period in 2016. For both periods presented, the increase in income tax expense may be attributed primarily to a higher level of taxable income. Our effective tax rates for the three months ended September 30, 2017 and 2016 were 27.3% and 25.6%, respectively. For the nine months ended September 30, 2017 and 2016, our effective tax rates were 28.0% and 23.3%, respectively. Our effective tax rate for both periods was affected primarily by tax-exempt income generated by municipal securities and BOLI, and by other nondeductible expenses.

Financial Condition

Our assets increased $108.0 million or 9.8% from December 31, 2016 to September 30, 2017, primarily due to loan growth.

Loan Portfolio

Our primary source of income is interest on loans to individuals, professionals and small to medium-sized businesses located in Louisiana and Texas. Our loan portfolio consists primarily of commercial loans and real estate loans secured by commercial real estate properties located in our primary market area. Our loan portfolio represents the highest yielding component of our earning asset base.

As of September 30, 2017, total loans were $938.1 million, an increase of $127.0 million compared to $811.1 million as of December 31, 2016. The increase was primarily due to our continued loan penetration in our primary market areas, which was spearheaded by our Baton Rouge market and our loan production offices in New Orleans and Dallas. Total loans include $332,000 and $180,000 in loans classified as loans held for sale as of September 30, 2017 and December 31, 2016, respectively.

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Total loans as a percentage of deposits were 92.4% and 87.0% as of September 30, 2017 and December 31, 2016, respectively. Total loans as a percentage of assets were 77.3% and 73.3% as of September 30, 2017 and December 31, 2016, respectively.

The following table summarizes our loan portfolio by type of loan as of the dates indicated:

	As of September 30, 2017					As of December 31, 2016
	Amount		Percent			Amount		Percent
	(Dollars in thousands) (Unaudited)					(Dollars in thousands)
Commercial	$	261,478		27.9	%	$	213,120		26.3	%
Real estate:
Construction and land		121,377		12.9	%		94,426		11.6	%
Farmland		10,469		1.1	%		9,217		1.1	%
1-4 family residential		145,911		15.6	%		129,052		15.9	%
Multi-family residential		19,750		2.1	%		22,737		2.8	%
Nonfarm nonresidential		331,053		35.3	%		298,057		36.8	%
Consumer		47,738		5.1	%		44,342		5.5	%
Total loans held for investment	$	937,776		100	%	$	810,951		100	%

Commercial loans. Commercial loans are underwritten after evaluating and understanding the borrower’s ability to operate profitably and effectively. These loans are made based primarily on the identified cash flows of the borrower and, secondarily, on the underlying collateral provided by the borrower. Most commercial loans are secured by the assets being financed or other business assets, such as accounts receivable or inventory, and generally include personal guarantees.

Commercial loans increased $48.4 million or 22.7% to $261.5 million as of September 30, 2017 from $213.1 million as of December 31, 2016, primarily due to the efforts of our bankers who attracted new clients and leveraged existing bank relationships to fund expansion and growth opportunities.

Construction and land. Construction and land development loans are comprised of loans to fund construction, land acquisition and land development construction. The properties securing the portfolio are located primarily throughout Louisiana and Texas and are generally diverse in terms of type.

Construction and land loans increased $27.0 million or 28.5% to $121.4 million as of September 30, 2017 from $94.4 million as of December 31, 2016, primarily due to the opportunities to fund small residential land development projects with proven developers, who are existing customers of the Bank and have demonstrated a successful track record for many years.

1-4 family residential. Our 1-4 family residential loan portfolio is comprised of loans secured primarily by single family homes, which are both owner-occupied and investor owned. Our 1-4 family residential loans have a relatively small average balance spread between many individual borrowers.

1-4 family residential loans increased $16.9 million or 13.1% to $145.9 million as of September 30, 2017 from $129.1 million as of December 31, 2016, primarily due to both the conversion of residential construction to in-house financed owner-occupied term debt and new financing of existing 1-4 family residential.

Nonfarm nonresidential. Nonfarm nonresidential loans are underwritten primarily based on projected cash flows and, secondarily, as loans secured by real estate. These loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the portfolio are located throughout Louisiana and Texas and are generally diverse in terms of type. This diversity helps reduce the exposure to adverse economic events that affect any single industry.

Nonfarm nonresidential loans increased $33.0 million or 11.1% to $331.1 million as of September 30, 2017 from $298.1 million as of December 31, 2016, primarily due to the continued penetration into our market area by our bankers who attracted new clients and leveraged existing relationships to finance growth and expansion opportunities, net of regularly scheduled principal amortization of the portfolio and loans that were refinanced by borrowers with other financial institutions.

Other loan categories. Other categories of loans included in our loan portfolio include farmland and agricultural loans made to farmers and ranchers relating to their operations, multi-family residential loans, and consumer loans. None of these categories of loans represent a significant portion of our total loan portfolio.

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The contractual maturity ranges of loans in our loan portfolio and the amount of such loans with fixed and floating interest rates in each maturity range as of date indicated are summarized in the following tables:

	As of September 30, 2017
	One Year or Less		One Through Five Years		After Five Years		Total
	(Dollars in thousands)(Unaudited)
Commercial	$	81,466	$	139,835	$	40,177	$	261,478
Real estate:
Construction and land		48,368		55,657		17,352		121,377
Farmland		1,225		6,948		2,296		10,469
1-4 family residential		22,574		46,035		77,302		145,911
Multi-family residential		664		7,272		11,814		19,750
Nonfarm nonresidential		35,039		143,325		152,689		331,053
Consumer		11,214		27,275		9,249		47,738
Total loans held for investment	$	200,550	$	426,347	$	310,879	$	937,776
Amounts with fixed rates	$	84,025	$	299,439	$	217,558	$	601,022
Amounts with floating rates	$	116,525	$	126,908	$	93,321	$	336,754

	As of December 31, 2016
	One Year or Less		One Through Five Years		After Five Years		Total
	(Dollars in thousands)
Commercial	$	76,596	$	98,037	$	38,487	$	213,120
Real estate:
Construction and land		45,403		39,346		9,677		94,426
Farmland		779		5,973		2,465		9,217
1-4 family residential		14,509		51,557		62,986		129,052
Multi-family residential		12,335		5,268		5,134		22,737
Nonfarm nonresidential		30,371		120,082		147,604		298,057
Consumer		14,560		23,437		6,345		44,342
Total loans held for investment	$	194,553	$	343,700	$	272,698	$	810,951
Amounts with fixed rates	$	81,929	$	252,718	$	176,540	$	511,187
Amounts with floating rates	$	112,624	$	90,982	$	96,158	$	299,764

Nonperforming Assets

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual status when, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on nonaccrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

We have several procedures in place to assist in maintaining the overall quality of our loan portfolio. We have established underwriting guidelines to be followed by our bankers, and we also monitor our delinquency levels for any negative or adverse trends. There can be no assurance, however, that our loan portfolio will not become subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

We believe our conservative lending approach and focused management of nonperforming assets has resulted in sound asset quality and timely resolution of problem assets. We had $13.7 million and $8.5 million in nonperforming assets as of September 30, 2017 and December 31, 2016, respectively. We had $13.5 million in nonperforming loans as of September 30, 2017 compared to $7.3 million as of December 31, 2016. The increase in nonperforming assets and nonperforming loans from December 31, 2016 to September 30, 2017 is primarily due to three relationships placed on nonaccrual status. Two were placed on nonaccrual status during the quarter ended March 31, 2017, one of which is in the energy sector and the other is in the gaming industry, and one in the oil and gas / energy sector was placed on nonaccrual during the quarter ended September 30, 2017.

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The following tables present information regarding nonperforming loans at the dates indicated:

	As of September 30, 2017 (Dollars in thousands) (Unaudited)			As of December 31, 2016 (Dollars in thousands)
Nonaccrual loans	$	13,269		$	7,126
Accruing loans 90 or more days past due		194			168
Total nonperforming loans		13,463			7,294
Nonaccrual debt securities		—			—
Other real estate owned:
Commercial real estate, construction, land and land development		226			1,187
Residential real estate		41			—
Total other real estate owned		267			1,187
Total nonperforming assets	$	13,730		$	8,481
Restructured loans-nonaccrual	$	3,320		$	816
Restructured loans-accruing	$	1,184		$	5,115
Ratio of nonperforming loans to total loans held for investment		1.44	%		0.90	%
Ratio of nonperforming assets to total assets		1.13	%		0.77	%

	As of September 30, 2017 (Dollars in thousands) (Unaudited)		As of December 31, 2016 (Dollars in thousands)
Nonaccrual loans by category:
Real estate:
Construction and land	$	112	$	243
1-4 family residential		2,322		2,721
Multi-family residential		—		—
Nonfarm nonresidential		4,154		1,201
Commercial		6,446		2,763
Consumer		235		198
Total	$	13,269	$	7,126

Potential Problem Loans

From a credit risk standpoint, we classify loans in our portfolio in one of four categories: pass, special mention, substandard or doubtful. Loans classified as loss are charged-off. The classifications of loans reflect a judgment about the risks of default and loss associated with the loan. We review the ratings on credits monthly. Ratings are adjusted to reflect the degree of risk and loss that is believed to be inherent in each credit as of each monthly reporting period. Our methodology is structured so that specific allocations are increased in accordance with deterioration in credit quality (and a corresponding increase in risk of loss) or decreased in accordance with improvement in credit quality (and a corresponding decrease in risk of loss).

Credits rated special mention show clear signs of financial weaknesses or deterioration in credit worthiness; however, such concerns are not so pronounced that we generally expect to experience significant loss within the short-term. These credits typically maintain the ability to perform within standard credit terms and credit exposure is not as prominent as credits with a lower rating.

Credits rated substandard are those in which the normal repayment of principal and interest may be, or has been, jeopardized by reason of adverse trends or developments of a financial, managerial, economic or political nature, or important weaknesses which exist in collateral. A protracted workout on these credits is a distinct possibility. Prompt corrective action is therefore required to reduce exposure and to assure that adequate remedial measures are taken by the borrower. Credit exposure becomes more likely in such credits and a serious evaluation of the secondary support to the credit is performed.

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The following tables summarize our internal ratings of loans held for investment as of the dates indicated.

	As of September 30, 2017
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands) (Unaudited)
Real estate:
Construction and land	$	118,911	$	1,951	$	403	$	112	$	121,377
Farmland		10,469		—		—		—		10,469
1-4 family residential		136,338		5,387		1,864		2,322		145,911
Multi-family residential		19,709		—		41		—		19,750
Nonfarm nonresidential		318,617		4,831		3,451		4,154		331,053
Commercial		230,769		21,095		3,168		6,446		261,478
Consumer		46,693		646		164		235		47,738
Total	$	881,506	$	33,910	$	9,091	$	13,269	$	937,776

	As of December 31, 2016
	Pass		Special Mention		Substandard		Doubtful		Total
	(Dollars in thousands)
Real estate:
Construction and land	$	92,951	$	932	$	300	$	243	$	94,426
Farmland		9,217		—		—		—		9,217
1-4 family residential		118,891		4,782		2,658		2,721		129,052
Multi-family residential		22,685		—		52		—		22,737
Nonfarm nonresidential		280,398		14,531		1,927		1,201		298,057
Commercial		186,197		16,783		7,377		2,763		213,120
Consumer		43,414		505		225		198		44,342
Total	$	753,753	$	37,533	$	12,539	$	7,126	$	810,951

Allowance for Loan Losses

We maintain an allowance for loan losses that represents management’s best estimate of the loan losses and risks inherent in the loan portfolio. In determining the allowance for loan losses, we estimate losses on specific loans, or groups of loans, where the probable loss can be identified and reasonably determined. The balance of the allowance for loan losses is based on internally assigned risk classifications of loans, historical loan loss rates, changes in the nature of the loan portfolio, overall portfolio quality, industry concentrations, delinquency trends, current economic factors and the estimated impact of current economic conditions on certain historical loan loss rates. For additional information, see Note 6.

In connection with our review of the loan portfolio, we consider risk elements attributable to particular loan types or categories in assessing the quality of individual loans. Some of the risk elements we consider include:

•

for commercial and industrial loans, the operating results of the commercial, industrial or professional enterprise, the borrower’s business, professional and financial ability and expertise, the specific risks and volatility of income and operating results typical for businesses in that category, and the value, nature and marketability of collateral;

•

for commercial mortgage loans and multifamily residential loans, the debt service coverage ratio (income from the property in excess of operating expenses compared to loan payment requirements), operating results of the owner in the case of owner occupied properties, the loan to value ratio, the age and condition of the collateral, and the volatility of income, property value and future operating results typical for properties of that type;

•

for 1-4 family residential mortgage loans, the borrower’s ability to repay the loan, including a consideration of the debt to income ratio and employment and income stability, the loan to value ratio, and the age, condition and marketability of the collateral; and

•

for construction, land development and other land loans, the perceived feasibility of the project including the ability to sell developed lots or improvements constructed for resale or the ability to lease property constructed for lease, the quality and nature of contracts for presale or prelease, if any, the experience and ability of the developer, and the loan to value ratio.

As of September 30, 2017, the allowance for loan losses totaled $9.2 million or 0.99% of total loans held for investment. As of December 31, 2016, the allowance for loan losses totaled $8.2 million or 1.01% of total loans held for investment.

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The following table presents, as of and for the periods indicated, an analysis of the allowance for loan losses and other related data:

	As of and For the Nine Months Ended September 30, 2017 (Dollars in thousands) (Unaudited)			As of and For the Year Ended December 31, 2016 (Dollars in thousands)
Average loans outstanding⁽¹⁾	$	867,036		$	795,625
Gross loans held for investment outstanding at end of period⁽¹⁾	$	937,776		$	810,951
Allowance for loan losses at beginning of period		8,162			7,244
Provision for loan losses		1,907			1,220
Charge-offs:
Real estate:
Construction, land and farmland		2			484
Residential		87			162
Nonfarm non-residential		617			473
Commercial		200			667
Consumer		33			3
Total charge-offs		939			1,789
Recoveries:
Real estate:
Construction, land and farmland		1			10
Residential		18			140
Nonfarm non-residential		23			1,258
Commercial		34			33
Consumer		35			46
Total recoveries		111			1,487
Net charge-offs		828			302
Allowance for loan losses at end of period	$	9,241		$	8,162
Ratio of allowance to end of period loans held for investment		0.99	%		1.01	%
Ratio of net charge-offs to average loans		0.10	%		0.04	%

(1)	Excluding loans held for sale.

Although we believe that we have established our allowance for loan losses in accordance with U.S. generally accepted accounting principles (“GAAP”) and that the allowance for loan losses was adequate to provide for known and inherent losses in the portfolio at all times shown above, future provisions will be subject to ongoing evaluations of the risks in our loan portfolio. If we experience economic declines or if asset quality deteriorates, material additional provisions could be required.

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The following table shows the allocation of the allowance for loan losses among loan categories and certain other information as of the dates indicated. The allocation of the allowance for loan losses as shown in the table should neither be interpreted as an indication of future charge-offs, nor as an indication that charge-offs in future periods will necessarily occur in these amounts or in the indicated proportions. The total allowance is available to absorb losses from any loan category.

	As of September 30, 2017					As of December 31, 2016
	Amount		Percent to Total			Amount		Percent to Total
	(Dollars in thousands) (Unaudited)					(Dollars in thousands)
Real estate:
Construction and land	$	1,304		14.1	%	$	933		11.4	%
Farmland		87		0.9	%		75		0.9	%
1-4 family residential		1,540		16.7	%		1,228		15.1	%
Multi-family residential		159		1.7	%		172		2.1	%
Nonfarm nonresidential		2,647		28.6	%		2,314		28.4	%
Total real estate		5,737		62.0	%		4,722		57.9	%
Commercial		3,101		33.6	%		3,039		37.2	%
Consumer		403		4.4	%		401		4.9	%
Total allowance for loan losses	$	9,241		100	%	$	8,162		100	%

Securities

We use our securities portfolio to provide a source of liquidity, an appropriate return on funds invested, manage interest rate risk, meet collateral requirements, and meet regulatory capital requirements. As of September 30, 2017, the carrying amount of investment securities totaled $186.1 million, a decrease of $12.2 million or 6.1% compared to $198.3 million as of December 31, 2016. Securities represented 15.3% and 17.9% of total assets as of September 30, 2017 and December 31, 2016, respectively.

Our investment portfolio consists entirely of securities classified as available for sale. As a result, the carrying values of our investment securities are adjusted for unrealized gain or loss, and any gain or loss is reported on an after-tax basis as a component of other comprehensive income in shareholders’ equity. The following tables summarize the amortized cost and estimated fair value of investment securities as of the dates shown:

	As of September 30, 2017
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands) (Unaudited)
U.S. government agencies	$	9,015	$	50	$	34	$	9,031
Corporate bonds		13,080		56		51		13,085
Municipal securities		77,563		711		151		78,123
Mortgage-backed securities		86,261		9		1,051		85,219
Other securities		821		—		130		691
Total	$	186,740	$	826	$	1,417	$	186,149

	As of December 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(Dollars in thousands)
U.S. government agencies	$	7,580	$	36	$	50	$	7,566
Corporate bonds		11,148		31		52		11,127
Municipal securities		80,559		210		1,133		79,636
Mortgage-backed securities		101,766		20		2,414		99,372
Other securities		820		—		179		641
Total	$	201,873	$	297	$	3,828	$	198,342

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All of our mortgage-backed securities are agency securities. We do not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, subprime, Alt-A, or second lien elements in our investment portfolio. As of September 30, 2017, the investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.

Management evaluates securities for other-than-temporary impairment, at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

The following tables set forth the fair value, maturities and approximated weighted average yield based on estimated annual income divided by the average amortized cost of the securities portfolio as of the dates indicated. The contractual maturity of a mortgage-backed security is the date at which the last underlying mortgage matures.

	As of September 30, 2017
	Within One Year					After One Year but Within Five Years					After Five Years but Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Total		Yield
	(Dollars in thousands) (Unaudited)
U.S. government agencies	$	1,008		0.96	%	$	1,004		1.11	%	$	7,019		2.45	%	$	—		—	%	$	9,031		2.13	%
Corporate bonds		—		—	%		6,551		2.61	%		6,534		4.27	%		—		—	%		13,085		3.44	%
Municipal securities		7,358		1.49	%		34,667		1.90	%		18,370		2.18	%		17,728		2.74	%		78,123		2.12	%
Mortgage-backed securities		13		0.67	%		5,692		1.64	%		34,480		1.46	%		45,034		1.81	%		85,219		1.66	%
Other securities		—		—	%		—		—	%		—		—	%		691		2.65	%		691		2.65	%
Total	$	8,379		1.43	%	$	47,914		1.95	%	$	66,403		2.04	%	$	63,453		2.08	%	$	186,149		2.00	%

	As of December 31, 2016
	Within One Year					After One Year but Within Five Years					After Five Years but Within Ten Years					After Ten Years					Total
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Total		Yield
	(Dollars in thousands)
U.S. government agencies	$	—		—	%	$	2,025		1.03	%	$	5,541		2.42	%	$	—		—	%	$	7,566		2.05	%
Corporate bonds		—		—	%		6,525		2.26	%		4,602		1.99	%		—		—	%		11,127		2.15	%
Municipal securities		7,348		1.78	%		35,213		1.74	%		19,806		2.26	%		17,269		2.53	%		79,636		2.04	%
Mortgage-backed securities		1		2.24	%		4,571		1.77	%		30,550		1.33	%		64,250		1.62	%		99,372		1.54	%
Other securities		—		—	%		—		—	%		—		—	%		641		2.34	%		641		2.34	%
Total	$	7,349		1.78	%	$	48,334		1.78	%	$	60,499		1.78	%	$	82,160		1.82	%	$	198,342		1.80	%

The contractual maturity of mortgage-backed securities, collateralized mortgage obligations and asset backed securities is not a reliable indicator of their expected life because borrowers have the right to prepay their obligations at any time. Mortgage-backed securities and asset-backed securities are typically issued with stated principal amounts and are backed by pools of mortgage loans and other loans with varying maturities. The term of the underlying mortgages and loans may vary significantly due to the ability of a borrower to pre-pay. Monthly pay downs on mortgage-backed securities tend to cause the average life of the securities to be much different than the stated contractual maturity. During a period of increasing interest rates, fixed rate mortgage-backed securities do not tend to experience heavy prepayments of principal and, consequently, the average life of this security will be lengthened. If interest rates begin to fall, prepayments may increase, thereby shortening the estimated life of this security. The weighted average life of our investment portfolio was 4.86 years with an estimated effective duration of 42.88 months as of September 30, 2017.

As of September 30, 2017 and December 31, 2016, we did not own securities of any one issuer for which aggregate adjusted cost exceeded 10% of our consolidated shareholders’ equity as of such respective dates.

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Deposits

We offer a variety of deposit accounts having a wide range of interest rates and terms including demand, savings, money market and time accounts. We rely primarily on competitive pricing policies, convenient locations and personalized service to attract and retain these deposits.

Total deposits as of September 30, 2017 were $1.0 billion, an increase of $82.3 million compared to $932.8 million as of December 31, 2016, primarily due to an increase in the offering rates on interest-bearing demand accounts and certificates of deposit, in order to attract and retain deposit customers and thereby continue deposit penetration in our primary market area.

Noninterest-bearing deposits as of September 30, 2017 were $268.5 million compared to $223.7 million as of December 31, 2016, an increase of $44.8 million or 20.0%.

Average deposits for the nine months ended September 30, 2017 were $970.3 million, an increase of $25.3 million or 2.7% over the full year average for the year ended December 31, 2016 of $945.0 million. The average rate paid on total interest-bearing deposits increased over this period from 0.71% for the year ended December 31, 2016 to 0.83% for the nine months ended September 30, 2017. The increase in average rates during the nine months ended September 30, 2017 was primarily due to a strategic increase in deposit pricing in order to improve liquidity. In addition, the stability and the continued growth of noninterest-bearing demand accounts served to reduce the cost of deposits to 0.62% for the nine months ended September 30, 2017 and 0.55% for the year ended December 31, 2016.

The following table presents the monthly average balances and weighted average rates paid on deposits for the periods indicated:

	For the Nine months Ended September 30, 2017					For the Year Ended December 31, 2016
	Average Balance		Average Rate			Average Balance		Average Rate
	(Dollars in thousands)
	(Unaudited)					(Dollars in thousands)
Interest-bearing demand accounts	$	35,308		0.58	%	$	36,200		0.19	%
Negotiable order of withdrawal (“NOW”) accounts		117,292		0.24	%		109,763		0.24	%
Limited access money market accounts and savings		229,056		0.48	%		241,577		0.41	%
Certificates and other time deposits > $250k		71,899		1.53	%		55,678		1.33	%
Certificates and other time deposits < $250k		270,241		1.24	%		280,778		1.10	%
Total interest-bearing deposits		723,796		0.83	%		723,996		0.71	%
Noninterest-bearing demand accounts		246,516		—	%		221,047		—	%
Total deposits	$	970,312		0.62	%	$	945,043		0.55	%

The ratio of average noninterest-bearing deposits to average total deposits for the nine months ended September 30, 2017 and the year ended December 31, 2016 was 25.4% and 23.4%, respectively.

The following table sets forth the amount of certificates of deposit that are greater than $250,000 by time remaining until maturity:

	As of September 30, 2017 (Unaudited)		As of December 31, 2016
	(Dollars in thousands)
1 year or less	$	54,799	$	54,866
More than 1 year but less than 3 years		10,310		9,451
3 years or more but less than 5 years		16,508		9,029
5 years or more		—		—
Total	$	81,617	$	73,346

Borrowings

We utilize short-term and long-term borrowings to supplement deposits in funding our lending and investment activities. In addition, we use short-term borrowings to periodically repurchase outstanding shares of our common stock and for general corporate purposes. Each of these relationships are discussed below.

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FHLB advances. The FHLB allows us to borrow on a blanket floating lien status collateralized by certain securities and loans. As of September 30, 2017 and December 31, 2016, total borrowing capacity of $336.8 million and $321.1 million, respectively, was available under this arrangement, and $65.5 million and $47.1 million, respectively, was outstanding with a weighted average stated interest rate of 2.18% as of September 30, 2017 and 2.64% as of December 31, 2016. Our current FHLB advances mature within two years. We utilize these borrowings to meet liquidity needs and to fund certain fixed rate loans in our portfolio.

As a result of the merger with AGFC, we assumed the outstanding FHLB advances of American Gateway Bank. These advances were recorded at fair value as of acquisition and totaled $41.2 million, resulting in a market value adjustment of $2.0 million which will be accreted over the life of the respective advances as a reduction of interest expense on borrowings.

The following table presents our FHLB borrowings at the dates indicated.

	FHLB Advances
	(Dollars in Thousands)
September 30, 2017 (Unaudited)
Amount outstanding at quarter-end	$	65,474
Weighted average stated interest rate at quarter-end		2.18	%
Maximum month-end balance during the quarter	$	65,830
Average balance outstanding during the quarter	$	65,710
Weighted average interest rate during the quarter		1.11	%

December 31, 2016
Amount outstanding at year-end	$	47,064
Weighted average stated interest rate at year-end		2.64	%
Maximum month-end balance during the year	$	80,973
Average balance outstanding during the year	$	53,516
Weighted average interest rate during the year		1.05	%

First National Bankers Bank (“FNBB”) long term advances. On September 12, 2016, we borrowed $3.0 million from FNBB with a maturity date of September 12, 2026. This advance is due in nine annual principal payments of $300,000 beginning on September 12, 2017 and one final principal and interest payment of $303,000 due on September 12, 2026. This advance is secured by a pledge of and security interest in the common stock of our wholly-owned subsidiary, Business First Bank. The balance outstanding was $2.7 million at September 30, 2017 and $3.0 million at December 31, 2016, respectively. This advance carries a variable interest equal to the Wall Street Journal Prime rate. The rate was 4.25% and 3.75% at September 30, 2017 and December 31, 2016, respectively, and adjusts based on changes in the index rate. This FNBB long term advance was established for the purpose of paying off the revolving line of credit with First Tennessee Bank National Association.

The following table presents the FNBB long term advances at the dates indicated.

	FNBB Long Term Advances
	(Dollars in Thousands)
September 30, 2017 (Unaudited)
Amount outstanding at quarter-end	$	2,700
Weighted average stated interest rate at quarter-end		4.25	%
Maximum month-end balance during the quarter	$	3,000
Average balance outstanding during the quarter	$	2,938
Weighted average interest rate during the quarter		4.25	%

December 31, 2016
Amount outstanding at year-end	$	3,000
Weighted average stated interest rate at year-end		3.75	%
Maximum month-end balance during the year	$	3,000
Average balance outstanding during the year	$	910
Weighted average interest rate during the year		3.54	%

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FNBB revolving advances. FNBB allows us to borrow on a revolving basis up to $5.0 million. This line of credit, established on September 12, 2016, is secured by a pledge of and security interest in the common stock of our wholly-owned subsidiary, Business First Bank. The balance on this line of credit was $862,000 at both September 30, 2017 and December 31, 2016. The line of credit bears a variable interest equal to the Wall Street Journal Prime rate. The rate was 4.25% and 3.75% at September 30, 2017 and December 31, 2016, respectively, and adjusts based on changes in the index rate. This FNBB line matured on September 12, 2017 and renewed on September 29, 2017 for another one year term on the same terms and will mature on September 29, 2018. This FNBB line was established for the purpose of repurchasing shares of our common stock from certain of our shareholders and for general corporate purposes.

The following table presents the FNBB short term advances at the dates indicated.

	FNBB Short Term Advances
	(Dollars in Thousands)
September 30, 2017 (Unaudited)
Amount outstanding at quarter-end	$	862
Weighted average stated interest rate at quarter-end		4.25	%
Maximum month-end balance during the quarter	$	862
Average balance outstanding during the quarter	$	862
Weighted average interest rate during the quarter		4.25	%

December 31, 2016
Amount outstanding at year-end	$	862
Weighted average stated interest rate at year-end		3.75	%
Maximum month-end balance during the year	$	862
Average balance outstanding during the year	$	24
Weighted average interest rate during the year		3.75	%

First Tennessee Bank National Association (“FTN”) advances. FTN allowed us to borrow on a revolving basis up to $3.0 million. This line of credit, established on September 3, 2015, was unsecured, but we agreed that we would not pledge any of the capital stock of our wholly-owned subsidiary, Business First Bank, to secure any other obligation. The line of credit was established for the purpose of repurchasing shares of our common stock from certain of our shareholders and for general corporate purposes. This line of credit was paid off on September 12, 2016.

The following table presents the FTN advances at the dates indicated.

	FTN Advances
	(Dollars in Thousands)
December 31, 2016
Amount outstanding at year-end	$	—
Weighted average stated interest rate at year-end		—	%
Maximum month-end balance during the year	$	3,000
Average balance outstanding during the year	$	2,098
Weighted average interest rate during the year		3.10	%

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Correspondent Bank Federal Funds Purchased Relationships

We maintain Federal Funds Purchased Relationships with the following financial institutions and limits as of September 30, 2017:

	(Dollars in Thousands)
FNBB	$	30,000
The Independent Banker’s Bank	$	25,000
Compass Bank	$	22,500
FTN	$	17,000
ServisFirst Bank	$	10,000
Center State Bank	$	9,000

The following table represents combined Federal Funds Purchased for all relationships at the dates indicated.

	Federal Funds Purchased
	(Dollars in Thousands)
September 30, 2017 (Unaudited)
Amount outstanding at quarter-end	$	—
Weighted average interest rate at quarter-end		—	%
Maximum month-end balance during the quarter	$	—
Average balance outstanding during the quarter	$	85
Weighted average interest rate during the quarter		1.96	%

December 31, 2016
Amount outstanding at year-end	$	—
Weighted average interest rate at year-end		—	%
Maximum month-end balance during the year	$	2,385
Average balance outstanding during the year	$	544
Weighted average interest rate during the year		1.35	%

Liquidity and Capital Resources

Liquidity

Liquidity involves our ability to utilize funds to support asset growth and acquisitions or reduce assets to meet deposit withdrawals and other payment obligations, to maintain reserve requirements and otherwise to operate on an ongoing basis and manage unexpected events. For the nine months ended September 30, 2017 and the year ended December 31, 2016, liquidity needs were primarily met by core deposits, security and loan maturities, and amortizing investment and loan portfolios. Although access to brokered deposits, purchased funds from correspondent banks and overnight advances from the FHLB and our FNBB revolving line are available and have been utilized on occasion to take advantage of investment opportunities, we do not generally rely on these external funding sources. As of September 30, 2017 and December 31, 2016, we maintained six lines of credit with commercial banks which provide for extensions of credit with an availability to borrow up to an aggregate $113.5 million as of September 30, 2017 and an aggregate $109.5 million as of December 31, 2016. There were no funds under these lines of credit outstanding as of September 30, 2017 and December 31, 2016.

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The following table illustrates, during the periods presented, the mix of our funding sources and the average assets in which those funds are invested as a percentage of average total assets for the periods indicated. Average assets totaled $1.2 billion for the nine months ended September 30, 2017 and $1.1 billion for the year ended December 31, 2016.

	For the Nine Months Ended September 30, 2017			For the Years Ended December 31, 2016
	(Unaudited)
Sources of Funds:
Deposits:
Noninterest-bearing		21.2	%		19.6	%
Interest-bearing		62.1	%		64.2	%
Advances from FHLB		5.6	%		4.7	%
Other borrowings		0.6	%		0.6	%
Other liabilities		0.5	%		0.6	%
Shareholders’ equity		10.0	%		10.3	%
Total		100	%		100	%

Uses of Funds:
Loans		73.7	%		69.9	%
Securities available for sale		17.0	%		18.7	%
Interest-bearing deposits in other banks		0.9	%		2.3	%
Other noninterest-earning assets		8.4	%		9.1	%
Total		100	%		100	%
Average noninterest-bearing deposits to average deposits		25.4	%		23.4	%
Average loans to average deposits		89.4	%		84.2	%

Our primary source of funds is deposits, and our primary use of funds is loans. We do not expect a change in the primary source or use of our funds in the foreseeable future. Our average loans increased 9.7% for the nine months ended September 30, 2017 compared to the same period in 2016. We predominantly invest excess deposits in overnight deposits with the Federal Reserve, securities, interest-bearing deposits at other banks or other short-term liquid investments until needed to fund loan growth. Our securities portfolio had a weighted average life of 4.86 years and an effective duration of 42.88 months as of September 30, 2017. As of December 31, 2016, our securities portfolio has a weighted average life of 4.76 years and an effective duration of 44.72 months.

As of September 30, 2017, we had outstanding $251.5 million in commitments to extend credit and $9.6 million in commitments associated with outstanding standby and commercial letters of credit. As of December 31, 2016, we had outstanding $196.2 million in commitments to extend credit and $12.5 million in commitments associated with outstanding standby and commercial letters of credit. Because commitments associated with letters of credit and commitments to extend credit may expire unused, the total outstanding may not necessarily reflect the actual future cash funding requirements.

As of September 30, 2017 and December 31, 2016, we had no exposure to future cash requirements associated with known uncertainties or capital expenditures of a material nature. As of September 30, 2017, we had cash and cash equivalents of $36.2 million compared to $42.2 million as of December 31, 2016.

Capital Resources

Total shareholders’ equity increased to $120.1 million as of September 30, 2017, compared to $113.6 million as of December 31, 2016, an increase of $6.5 million or 5.7%. This increase was primarily the result of $5.7 million in net income.

On October 12, 2017, our Board of Directors (the “Board”) declared a quarterly dividend based upon our financial performance for the three months ended September 30, 2017 in the amount of $0.06 per share to the common shareholders of record as of November 15, 2017. The dividend is to be paid on November 30, 2017, or as soon as practicable thereafter.

The declaration and payment of dividends to our shareholders, as well as the amounts thereof, are subject to the discretion of the Board and depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects and other factors deemed relevant by the Board. As a bank holding company, our ability to pay dividends is largely dependent upon the receipt of dividends from our subsidiary, Business First Bank. There can be no assurance that we will declare and pay any dividends to our shareholders.

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Capital management consists of providing equity to support current and future operations. Banking regulators view capital levels as important indicators of an institution’s financial soundness. As a general matter, FDIC-insured depository institutions and their holding companies are required to maintain minimum capital relative to the amount and types of assets they hold. We are subject to regulatory capital requirements at the bank holding company and bank levels. As of September 30, 2017 and December 31, 2016, we and Business First Bank were in compliance with all applicable regulatory capital requirements, and Business First Bank was classified as “well-capitalized,” for purposes of prompt corrective action regulations. As we employ our capital and continue to grow our operations, our regulatory capital levels may decrease depending on our level of earnings. However, we expect to monitor and control our growth in order to remain in compliance with all applicable regulatory capital standards applicable to us.

The following table presents the actual capital amounts and regulatory capital ratios for us and Business First Bank as of the dates indicated.

	As of September 30, 2017					As of December 31, 2016
	Amount		Ratio			Amount		Ratio
	(Unaudited)
	(Dollars in thousands)
Business First Bancshares, Inc.
Total capital (to risk weighted assets)	$	120,827		10.64	%	$	115,437		11.63	%
Tier 1 capital (to risk weighted assets)		111,586		9.83	%		107,275		10.81	%
Common Equity Tier 1 capital (to risk weighted assets)		111,586		9.83	%		107,275		10.81	%
Tier 1 Leverage capital (to average assets)		111,586		9.47	%		107,275		9.67	%

Business First Bank
Total capital (to risk weighted assets)	$	122,690		10.82	%	$	117,909		11.89	%
Tier 1 capital (to risk weighted assets)		113,449		10.01	%		109,747		11.07	%
Common Equity Tier 1 capital (to risk weighted assets)		113,449		10.01	%		109,747		11.07	%
Tier 1 Leverage capital (to average assets)		113,449		9.63	%		109,747		9.91	%

Long Term Debt

For information on our borrowings from FNBB, please refer to “Borrowings.”

Contractual Obligations

The following tables summarize contractual obligations and other commitments to make future payments as of September 30, 2017 and December 31, 2016 (other than non-maturity deposit obligations), which consist of future cash payments associated with our contractual obligations pursuant to our FHLB advances, revolving line of credit, long-term borrowings, and non-cancelable future operating leases. Payments related to leases are based on actual payments specified in underlying contracts. Advances from the FHLB totaled approximately $65.5 million and $47.1 million as of September 30, 2017 and December 31, 2016, respectively. As of September 30, 2017 and December 31, 2016, the FHLB advances were collateralized by a blanket floating lien on certain securities and loans, had a weighted average stated rate of 2.18% and 2.64%, respectively, and maturities ranging from 2017 through 2018. The advance under the FNBB long-term borrowing totaled $2.7 million and $3.0 million at September 30, 2017 and December 31, 2016, respectively. This advance was secured by a pledge of and security interest in the common stock of our wholly-owned subsidiary, Business First Bank, bearing interest at a variable rate of 4.25% and 3.75% at September 30, 2017 and December 31, 2016, respectively, and maturing in 2026. We also had a line of credit with FNBB with an outstanding balance of $862,000 at both September 30, 2017 and December 31, 2016. This line of credit was secured by a pledge of and security interest in the common stock of our wholly-owned subsidiary, Business First Bank, bearing interest at a variable rate of 4.25% and 3.75% at September 30, 2017 and December 31, 2016, respectively. This line of credit matured in September 2017 and was renewed on the same terms for a one year term to mature on September 29, 2018.

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	As of September 30, 2017
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Unaudited) (Dollars in thousands)
Non-cancelable future operating leases	$	2,204	$	3,437	$	2,198	$	5,300	$	13,139
Time deposits		258,473		56,329		33,763		203		348,768
Advances from FHLB		50,474		15,000		—		—		65,474
Advances from FNBB		1,162		600		600		1,200		3,562
Securities sold under agreements to repurchase		2,926		—		—		—		2,926
Standby and commercial letters of credit		6,166		3,459		18		—		9,643
Commitments to extend credit		136,335		81,347		6,482		27,291		251,455
Total	$	457,740	$	160,172	$	43,061	$	33,994	$	694,967

	As of December 31, 2016
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Dollars in thousands)
Non-cancelable future operating leases	$	1,591	$	2,781	$	1,776	$	5,154	$	11,302
Time deposits		239,062		77,963		20,937		250		338,212
Advances from FHLB		32,064		15,000		—		—		47,064
Advances from FNBB		1,162		600		600		1,500		3,862
Securities sold under agreements to repurchase		2,720		—		—		—		2,720
Standby and commercial letters of credit		9,439		3,081		18		—		12,538
Commitments to extend credit		100,204		72,283		3,409		20,305		196,201
Total	$	386,242	$	171,708	$	26,740	$	27,209	$	611,899

Off-Balance Sheet Items

In the normal course of business, we enter into various transactions which, in accordance with generally accepted accounting principles, or GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets.

Our commitments associated with outstanding standby and commercial letters of credit and commitments to extend credit expiring by period as of the date indicated are summarized below. Because commitments associated with letters of credit and commitments to extend credit may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements.

	As of September 30, 2017
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Unaudited) (Dollars in thousands)
Standby and commercial letters of credit	$	6,166	$	3,459	$	18	$	—	$	9,643
Commitments to extend credit		136,335		81,347		6,482		27,291		251,455
Total	$	142,501	$	84,806	$	6,500	$	27,291	$	261,098

	As of December 31, 2016
	1 year or less		More than 1 year but less than 3 years		3 years or more but less than 5 years		5 years or more		Total
	(Dollars in thousands)
Standby and commercial letters of credit	$	9,439	$	3,081	$	18	$	—	$	12,538
Commitments to extend credit		100,204		72,283		3,409		20,305		196,201
Total	$	109,643	$	75,364	$	3,427	$	20,305	$	208,739

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Standby and commercial letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, we have rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and/or marketable securities. The credit risk to us in issuing letters of credit is essentially the same as that involved in extending loan facilities to our customers.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by us, upon extension of credit, is based on management’s credit evaluation of the customer.

Interest Rate Sensitivity and Market Risk

As a financial institution, our primary component of market risk is interest rate volatility. Our asset liability and funds management policy provides management with the guidelines for effective funds management, and we have established a measurement system for monitoring our net interest rate sensitivity position. We manage our sensitivity position within our established guidelines.

Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income.

We manage our exposure to interest rates by structuring our balance sheet in the ordinary course of business. We do not enter into instruments such as leveraged derivatives, interest rate swaps, financial options, financial futures contracts or forward delivery contracts for the purpose of reducing interest rate risk. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

Our exposure to interest rate risk is managed by the asset-liability committee of Business First Bank, in accordance with policies approved by our board of directors. The committee formulates strategies based on appropriate levels of interest rate risk. In determining the appropriate level of interest rate risk, the committee considers the impact on earnings and capital of the current outlook on interest rates, potential changes in interest rates, regional economies, liquidity, business strategies and other factors. The committee meets regularly to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activities, commitments to originate loans and the maturities of investments and borrowings. Additionally, the committee reviews liquidity, cash flow flexibility, maturities of deposits and consumer and commercial deposit activity. Management employs methodologies to manage interest rate risk which include an analysis of relationships between interest-earning assets and interest-bearing liabilities, and an interest rate shock simulation model.

We use interest rate risk simulation models and shock analysis to test the interest rate sensitivity of net interest income and fair value of equity, and the impact of changes in interest rates on other financial metrics. Contractual maturities and re-pricing opportunities of loans are incorporated in the model as are prepayment assumptions, maturity data and call options within the investment portfolio. Average lives of non-maturity deposit accounts are based on standard regulatory decay assumptions and are also incorporated into the model. Model assumptions are revised and updated as more accurate information becomes available. The assumptions used are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and the application and timing of various management strategies.

On at least a quarterly basis, we run two simulation models including a static balance sheet and dynamic growth balance sheet. These models test the impact on net interest income and fair value of equity from changes in market interest rates under various scenarios. Under the static and dynamic growth models, rates are shocked instantaneously based upon parallel and non-parallel yield curve shifts. Parallel shock scenarios assume instantaneous parallel movements in the yield curve compared to a flat yield curve scenario. Non-parallel simulation involves analysis of interest income and expense under various changes in the shape of the yield curve. Internal policy regarding interest rate risk simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated net interest income at risk for the subsequent one-year period should not decline by more than 5.0% for a 100 basis point shift, 10% for a 200 basis point shift, and 12.5% for a 300 basis point shift. Internal policy regarding interest rate simulations currently specifies that for instantaneous parallel shifts of the yield curve, estimated fair value of equity at risk for the subsequent one-year period should not decline by more than 10.00% for a 100 basis point shift, 15.00% for a 200 basis point shift, and 25.00% for a 300 basis point shift.

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The following table summarizes the simulated change in net interest income and fair value of equity over a 12-month horizon as of the dates indicated:

	As of September 30, 2017						As of December 31, 2016
Change in Interest Rates (Basis Points)	Percent Change in Net Interest Income			Percent Change in Fair Value of Equity			Percent Change in Net Interest Income			Percent Change in Fair Value of Equity
+300		2.80	%		(3.98%	)		3.80	%		(9.03%	)
+200		2.00	%		(2.79%	)		3.60	%		(5.27%	)
+100		1.60	%		(0.27%	)		2.60	%		(2.73%	)
Base		0.00	%		0.00	%		0.00	%		0.00	%
-100		(0.40%	)		(2.23%	)		0.20	%		0.16	%

The results are primarily due to the balance sheet mix and the behavior of demand, money market and savings deposits during such rate fluctuations. We have found that, historically, interest rates on these deposits change more slowly than changes in the discount and federal funds rates. This assumption is incorporated into the simulation model and is generally not fully reflected in a gap analysis. The assumptions incorporated into the model are inherently uncertain and, as a result, the model cannot precisely measure future net interest income or precisely predict the impact of fluctuations in market interest rates on net interest income. Actual results will differ from the model’s simulated results due to timing, magnitude and frequency of interest rate changes, as well as changes in market conditions and the application and timing of various strategies.

Impact of Inflation

Our consolidated financial statements and related notes included elsewhere in this statement have been prepared in accordance with GAAP. These require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative value of money over time due to inflation or recession.

Unlike many industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates may not necessarily move in the same direction or in the same magnitude as the prices of goods and services. However, other operating expenses do reflect general levels of inflation.

Non-GAAP Financial Measures

Our accounting and reporting policies conform to GAAP, and the prevailing practices in the banking industry. However, we also evaluate our performance based on certain additional non-GAAP financial measures. We classify a financial measure as being a non-GAAP financial measure if that financial measure excludes or includes amounts, or is subject to adjustments that have the effect of excluding or including amounts, that are included or excluded, as the case may be, in the most directly comparable measure calculated and presented in accordance with GAAP as in effect from time to time in the United States in our statements of income, balance sheets or statements of cash flows. Non-GAAP financial measures do not include operating and other statistical measures or ratios or statistical measures calculated using exclusively either financial measures calculated in accordance with GAAP, operating measures or other measures that are not non-GAAP financial measures or both.

The non-GAAP financial measures that we discuss should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which we calculate the non-GAAP financial measures may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar or with names similar to the non-GAAP financial measures we have discussed in this statement when comparing such non-GAAP financial measures.

Tangible Book Value Per Common Share. Tangible book value per common share is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate (1) tangible common equity as shareholders’ equity less goodwill and core deposit intangible and other intangible assets, net of accumulated amortization, and (2) tangible book value per common share as tangible common equity divided by shares of common stock outstanding. The most directly comparable GAAP financial measure for tangible book value per common share is book value per common share.

We believe this measure is important to many investors in the marketplace who are interested in changes from period to period in book value per common share exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing total book value while not increasing tangible book value.

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The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and presents tangible book value per common share compared to book value per common share:

	As of September 30,						As of December 31,
	2017			2016			2016
	(Unaudited)
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total shareholders’ equity	$	120,059		$	117,551		$	113,559
Adjustments:
Goodwill		(6,824	)		(6,824	)		(6,824	)
Core deposit and other intangibles		(2,072	)		(2,348	)		(2,279	)
Total tangible common equity	$	111,163		$	108,379		$	104,456
Common shares outstanding⁽¹⁾		6,932,570			7,042,413			6,916,673
Book value per common share	$	17.32		$	16.69		$	16.42
Tangible book value per common share	$	16.03		$	15.39		$	15.10

(1)	Excludes the dilutive effect, if any, of 1,011,105, 1,086,105, and 1,086,105 shares of common stock issuable upon exercise of outstanding stock options and warrants as of September 30, 2017, September 30, 2016, and December 31, 2016, respectively.

Tangible Common Equity to Tangible Assets. Tangible common equity to tangible assets is a non-GAAP measure generally used by financial analysts and investment bankers to evaluate financial institutions. We calculate tangible common equity, as described above, and tangible assets as total assets less goodwill, core deposit intangible and other intangible assets, net of accumulated amortization. The most directly comparable GAAP financial measure for tangible common equity to tangible assets is total common shareholders’ equity to total assets.

We believe this measure is important to many investors in the marketplace who are interested in the relative changes from period to period in common equity and total assets, each exclusive of changes in intangible assets. Goodwill and other intangible assets have the effect of increasing both total shareholders’ equity and assets while not increasing our tangible common equity or tangible assets.

The following table reconciles, as of the dates set forth below, total shareholders’ equity to tangible common equity and total assets to tangible assets:

	As of September 30,						As of December 31,
	2017			2016			2016
	(Unaudited)
	(Dollars in thousands, except per share data)
Tangible Common Equity
Total shareholders’ equity	$	120,059		$	117,551		$	113,559
Adjustments:
Goodwill		(6,824	)		(6,824	)		(6,824	)
Core deposit and other intangibles		(2,072	)		(2,348	)		(2,279	)
Total tangible common equity	$	111,163		$	108,379		$	104,456
Tangible Assets
Total assets	$	1,213,831		$	1,106,767		$	1,105,841
Adjustments:
Goodwill		(6,824	)		(6,824	)		(6,824	)
Core deposit and other intangibles		(2,072	)		(2,348	)		(2,279	)
Total tangible assets	$	1,204,935		$	1,097,595		$	1,096,738
Common Equity to Total Assets		9.9	%		10.6	%		10.3	%
Tangible Common Equity to Tangible Assets		9.2	%		9.9	%		9.5	%

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Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Risk identification and management are essential elements for the successful management of our business. In the normal course of business, we are subject to various types of risk, including interest rate, credit, and liquidity risk. We control and monitor these risks with policies, procedures, and various levels of managerial and board oversight. Our objective is to optimize profitability while managing and controlling risk within board approved policy limits. Interest rate risk is the sensitivity of net interest income and the market value of financial instruments to the magnitude, direction, and frequency of changes in interest rates. Interest rate risk results from various repricing frequencies and the maturity structure of assets and liabilities. We use our asset liability management policy to control and manage interest rate risk. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate Sensitivity and Market Risk” for additional discussion of interest rate risk.

Liquidity risk represents the inability to generate cash or otherwise obtain funds at reasonable rates to satisfy commitments to borrowers, as well as, the obligations to depositors. We use our asset liability management policy and contingency funding plan to control and manage liquidity risk.

Credit risk represents the possibility that a customer may not perform in accordance with contractual terms. Credit risk results from extending credit to customers, purchasing securities, and entering into certain off-balance sheet loan funding commitments. Our primary credit risk is directly related to our loan portfolio. We use our credit policy and disciplined approach to evaluate the adequacy of our allowance for loan losses to control and manage credit risk. Our investment policy limits the degree of the amount of credit risk that we may assume in our investment portfolio. Our principal financial market risks are liquidity risks and exposures to interest rate movements.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on such evaluation, our principal executive officer and principal financial officer concluded our disclosure controls and procedures were effective as of the end of the period covered by this Report to provide reasonable assurance that the information we are required to disclose in reports that are filed or furnished under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, including to ensure that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. The effectiveness of our or any system of disclosure controls and procedures is subject to certain limitations, including the exercise of judgment in designing, implementing and evaluating the controls and procedures, the assumptions used in identifying the likelihood of future events, and the inability to eliminate misconduct completely. As a result, we cannot assure you that our disclosure controls and procedures will detect all errors or fraud.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Management evaluates our exposure to these claims and proceedings individually and in the aggregate, and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable. We are not currently involved in any pending legal proceedings other than routine, nonmaterial proceedings occurring in the ordinary course of business.

Item 1A.

Risk Factors

Risk factors that may affect future results were discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and in our other filings with the Securities and Exchange Commission. The risks described in our Annual Report on Form 10-K and other filings are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Except for the additional risk factors set forth below, we do not believe that there have been any material changes to the risk factors disclosed in Item 1A. of Part I in our Annual Report on Form 10-K for the year ended December 31, 2016.

The consummation of our proposed acquisition of MBI is contingent upon the satisfaction of a number of conditions, including regulatory approvals, that are outside of our control and that we may be unable to obtain or may delay the consummation of the acquisition or result in the imposition of conditions that could reduce the anticipated benefits from the proposed acquisition or cause the parties to abandon the proposed transaction.

Before the transactions contemplated in the Reorganization Agreement with MBI can be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. The relevant governmental entities must consider a variety of factors in deciding to grant regulatory clearances. These include the regulatory standing of each of the parties to the transaction, as well as the effect of the merger on competition within their relevant jurisdiction. Adverse developments in either party's regulatory standing or other factors could result in an inability to obtain one or more of the required regulatory approvals or delay their receipt.

Additionally, regulatory authorities could include, as part of their required approvals, requirements, limitations or costs, or place restrictions on the conduct of the combined company's business. These requirements or limitations could be unacceptable to the parties, or could delay the closing of the merger or diminish the anticipated benefits of the combination. There can be no assurance that regulators will not impose conditions, terms, obligations or restrictions and that these would not have the effect of delaying the completion of the merger, imposing additional material costs on or materially limiting the revenues of the combined company following the merger or otherwise reduce the anticipated benefits of the merger if the merger were consummated successfully within the expected timeframe. In addition, we cannot provide assurance that any such conditions, terms, obligations or restrictions will not result in the delay or abandonment of the merger. The completion of the merger is conditioned on the absence of certain orders, injunctions or decrees by any court or regulatory agency of competent jurisdiction that would prohibit or make illegal the completion of the merger.

In addition to the various regulatory approvals, the Reorganization Agreement is subject to a number of other conditions that must be fulfilled in order to complete the merger. Those conditions include, but are not limited to: approval of the Reorganization Agreement by MBI shareholders, absence of orders prohibiting completion of the merger, and other customary items. The conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may not be completed. In addition, the parties can mutually decide to terminate the Reorganization Agreement at any time, before or after shareholder approval, or we or MBI may elect to terminate the Reorganization Agreement in certain other circumstances, subject to costs set forth in the Reorganization Agreement.

We may fail to realize all of the anticipated benefits of the proposed acquisition of MBI, or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating MBI.

We and MBI have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend on, among other things, our ability to combine our business with the business of MBI in a timely manner that permits growth opportunities, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies, and that does not materially disrupt the existing customer relationships nor result in decreased revenues due to loss of customers. If we are not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy and could have an adverse effect on our business, financial condition, operating results and prospects. In addition, it is possible that the integration process could result in the disruption of our ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger.

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We expect to incur substantial transaction-related costs in connection with the acquisition.

We have incurred and expect to incur significant, nonrecurring costs in connection with consummating the MBI acquisition. In addition, we will incur integration costs following the completion of the merger as we integrate our business and MBI's business, including facilities and systems consolidation costs and employment-related costs. There can be no assurances that the expected benefits and efficiencies related to the integration of businesses will be realized to offset these transaction and integration costs over time. We may also incur additional costs to maintain employee morale and to retain key employees. We will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, and other costs associated with the merger. Some of these costs are payable regardless of whether the acquisition is completed.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

Not applicable.

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Item 6.

Exhibits


Number	Description

2.1	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 Business First’s Current Report on Form 8-K filed on October 12, 2017 (File No. 333-200112))

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 Business First’s Current Report on Form 8-K filed on October 2, 2017 (File No. 333-200112))

3.2	Amended and Restated Bylaws of Business First Bancshares, Inc., adopted August 23, 2017*

4.1	Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to Business First’s Registration Statement on Form S-4 filed on November 12, 2014 (File No. 333-200112))

4.2	Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.1 to Business First’s Current Report on Form 8-K filed on October 12, 2017 (File No. 333-200112))

10.1	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to Business First’s Current Report on Form 8-K filed on October 12, 2017 (File No. 333-200112))

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1	Certifications of Principal Executive Officer and Principal Financial Officer 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*

101.SCH	XBRL Taxonomy Extension Schema Document*

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB	XBRL Taxonomy Extension Label Linkbase Document*

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

*	Filed herewith.

Table of Contents

SIGNATURES

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


		BUSINESS FIRST BANCSHARES, INC.

November 9, 2017		/s/ David R. Melville, III
		David R. Melville, III
		President and Chief Executive Officer

November 9, 2017		/s/ Gregory Robertson
		Gregory Robertson
		Chief Financial Officer

Attached files

Business First Bancshares, Inc. Reports

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