Hello, and welcome to the annual meeting of shareholders of The First Bancshares, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to E. Ricky Gibson, Jr. Chairman of the Board. Mr. Gibson, the floor is yours. Thank you very much. Good afternoon, ladies and gentlemen. I'm Ricky Gibson, Chairman of the Board of The First Bancshares. It is my pleasure to welcome all of you today. Before we get started, I'd like to offer a prayer, please. Our Father in heaven, we want to come before you at this hour and thank you for your grace-filled wisdom, guidance, and allowing us to be here today. As we start this meeting, may you take charge and be with us as we do our business here today and to finish it well. Thank you for everyone present and listening in. May our actions and decisions that are made here today be in the best interest of our shareholders, our employees, the communities that we serve, and above all, to glorify you. We thank you for hearing and answering our prayers. In the name of the Lord Jesus, we pray. Amen. Amen. Today's virtual-only meeting is being held via live webcast. We are excited to embrace the latest technology to provide expanded access, improved communications, and cost savings for our shareholders and the company. There are three items of business on today's agenda: the election of directors, an advisory vote on executive compensation, ratification of the appointment of our independent registered public accounting firm. As the bylaws provide, I would designate Hoppy Cole to act as Chairman of the meeting, Chandra Kidd will act as Secretary of the meeting, and Dee Dee Lowery will act as the Inspector of elections. After the voting has been completed, Mr. Cole will deliver a report to the shareholders by management. Shareholders who participate in the meetings by entering a control number may submit questions regarding the proposals during the meeting up until the relevant proposal is presented. Questions should relate to the official business of the meeting. At this time, I would like to turn the meeting over to our CEO and President, Mr. Ray Cole. Thank you, Mr. Chairman. It's 4:02 PM. in accordance with the notice of the meeting. I call to order the 2022 annual meeting of shareholders. We have a couple of special guests today. I'd like to introduce Trey Turnage of BKD LLP. Our external auditor is present, as well as Will Hooper of Alston & Bird, our outside legal counsel. The 2021 annual shareholder meeting minutes will be read by Chandra Kidd. Okay. The 2021 annual meeting of shareholders was held virtually at 4:00 PM. on Thursday, May 20, 2021. Ricky Gibson, Chairman of the Board, recognized Hoppy Cole as Chairman of the Meeting. Chandra Kidd acted as Secretary of the Meeting, and Dee Dee Lowery acted as the Inspector of the Election. The 2021 annual meeting of shareholders was called to order. The invocation was given by Ricky Gibson. Announcements and introductions were made. Special guests were introduced. The minutes from the 2020 annual shareholder meeting were read. A motion was made and seconded that the minutes be approved as presented. The minutes were approved. Chandra Kidd gave a report on the mailing of the meeting notice and the presence of a quorum. It was noted that as of the record date, holders of 21,018,251 shares of common stock were entitled to vote at the meeting, and that they were represented in person or by proxy 17,605,645 shares of common stock, or approximately 83.76% of all the shares entitled to vote at this meeting. The meeting was then convened for purposes of transacting such business as may properly come before it. Appreciation was expressed to all shareholders who voted their proxies. Mr. Charles Lightsey, Mr. Fred McMurray, Mr. Tom Mitchell, Mr. Andrew Scearce were nominated to serve as class two directors for a three-year term expiring at the 2024 annual meeting of shareholders. No shareholder nominations were filed with the secretary in advance of the meeting, so the nominations were declared closed. The directors standing for election were introduced. Also on the ballot were the following proposals, advisory vote on the executive compensation, appointment of BKD LLP as the independent registered public accounting firm for the fiscal year ended December 31, 2021. The polls were opened, and shareholders were given the opportunity to vote if they had not already done so. Dee Dee Lowery, Inspector of the Election, reported on the results of the vote. It was reported that 17,605,645 of the outstanding shares of the company have been voted. Each of the nominees for director were elected and all proposals were approved. Ray Cole declared that nominees for directors were elected, the 2020 executive compensation was approved, and BKD LLP was appointed as the company's independent public registered accounting firm for fiscal year 2021. There being no further business to come before the meeting, the 2021 annual meeting of shareholders was adjourned. Thank you. Ms. Chandra Kidd will now report on the mailing of the notice of this meeting and the presence of a quorum. This meeting is held pursuant to a printed notice mailed on or about April 6, 2022, to each shareholder of record as of March 25, 2022. The company has received an affidavit of mailing establishing that notice of this meeting was duly given. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. All shareholders of record at the close of business on March 25th, 2022 are entitled to vote at the annual meeting. Thank you, Ms. Kidd. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy, were sufficient to constitute a quorum for the purpose of transacting business. Ms. Kidd, do you have a report? Yes. As of the record date, holders of 20,484,762 shares of common stock of the company were entitled to vote at this meeting. We are informed by Ms. Lowery that there are represented in person or by proxy 16,588,777 shares of common stock, or approximately 80.98% of all of the shares entitled to vote at this meeting. Thank you, Ms. Kidd. Because holders of a majority of the shares entitled to vote at this meeting are present virtually or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. On behalf of the Board of Directors of the company, we would like to express our appreciation to all shareholders who voted their proxy. The first matter to be acted upon by the shareholders is the election of three directors nominated as Class Three directors to serve a three-year term expiring at the 2024 annual meeting of shareholders, or until their successors are elected and qualified. Additional information about them is provided in the proxy statement. The directors nominated for Class Three director are David W. Bomboy, MD, M. Ray Cole, Jr., E. Ricky Gibson. No stockholder nominations were filed with the secretary in advance of this meeting, so I declare the nominations closed. Our directors are elected by a plurality of the votes cast. This means that the director nominee with the most votes for a particular board seat is elected for that seat regardless of whether or not such nominee receives a majority of the votes cast. Next on the agenda is approval on an advisory basis of the 2021 compensation of the company's named executive officers as disclosed in the 2022 proxy statement. This vote is non-binding, but will be taken into account when considering future compensation decisions for our named executive officers. For this proposal to be approved on an advisory basis, it must receive the affirmative vote of a majority of the shares of our common stock present or represented by proxy at this meeting. The next item to be acted upon is the ratification of the appointment of BKD LLP as the independent registered public accounting firm for the company. The audit committee has appointed BKD LLP to serve as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2022. For this proposal to be approved, it must receive the affirmative vote of a majority of the shares of our common stock present or represented by proxy at this meeting. If you have not voted or wish to change your vote, you may do so now by clicking on the link provided online. Any shareholder who has already voted and does not want to change their vote, they need not take any further action. The online voting will now be closed. It is now time for the report of the results of balloting. I would like to call upon Dee Dee Lowery, the Inspector of the Election for this meeting, for the report. The ballots and proxies have been counted. 16,588,777 of the outstanding shares of the company have been voted. The results are as follows. With respect to Proposal One, the proposal to elect three Class Three directors, I am pleased to report that each director received a plurality of the votes cast. Therefore, the proposal is considered approved. With respect to Proposal Two, the proposal to approve on an advisory basis the 2021 compensation of the company's named executive officers as disclosed in the 2022 proxy statement, I am pleased to report that the proposal received the affirmative vote of a majority of the shares of common stock virtually present or represented by proxy, and therefore, the proposal is considered approved. With respect to Proposal Three, the proposal to ratify the appointment of BKD LLP as the independent registered public accounting firm for the company for the fiscal year ending December thirty-first, 2022, I am pleased to report that the proposal received the affirmative vote of a majority of the shares of common stock virtually present or represented by proxy, and therefore, the proposal to ratify this appointment is considered approved. Thank you, Ms. Lowery. I hereby declare that the nominees for the directors have been elected, that the 2021 executive compensation has been approved on an advisory basis, and BKD LLP has been appointed as the company's independent public registered accounting firm for the fiscal year 2022. I would again like to express my sincere appreciation to the shareholders who attended the meeting, as well as those who submitted their proxies. There being no further business to come before the meeting, I hereby declare The First Bancshares, Inc. 2022 annual meeting of the shareholders adjourned. As is our custom, we will now give a report on the progress of the company to our shareholders. Before we get started, during the presentation today, if you have any questions, please submit them in the chat box on your screen. We will answer the questions after the completion of the presentation. Before we get started today, I'd like you to take a look at and spend a little bit of time reviewing our forward-looking statement and public disclosure, the basis of which is that today we will talk about operating results. We'll talk about pro forma numbers. Although in our best judgment, we think they represent an accurate presentation for the company, there's no certainty that these numbers could be achieved. With that, today we'll take a look at where your company currently stands in terms of size and geographic locations. These numbers will include the pro forma numbers of our recently announced merger with Beach Bank that we announced publicly in the last part of April. We'll take a look at what the growth over the last year and continued execution upon our strategic plan has meant in terms of improved profitability and peer-leading operating results, and how those results have translated into superior shareholder returns. After taking a look at what the company has provided in terms of total return to our shareholders, we'll give you a brief update on what we expect to be the continued strategic vision of our company. Again, pro forma or including the assets and the locations of Beach Bank, your company today would be pro forma $6.8 billion in assets, and that would rank us the fifth-largest bank headquartered in the state of Mississippi. Some of the operating metrics, some of the results, as many of you know, the bank was established 26 years ago here in Hattiesburg, Mississippi. Over that time,n we've achieved substantial growth, superior growth, peer-leading growth, as we'll see, in a few slides, as we get further in the presentation. We also operate or produce peer-leading operating results, both in terms of profitability, over the last year, with a pre-tax, pre-provision return on average assets of 1.24%. We're aextremely efficient and peer-leading company in terms of, efficiency ratio at 58.4%, and we are extremely well capitalized at 18.2% total risk-based capital. If you look back over the history of our franchise, again, this is pro forma; it includes the assets and locations of Beach Bank. You see continued growth. In fact, you see compound annual asset growth of 26%. That continued last year with the addition of two transactions. One, a branch acquisition in Northeast Mississippi, and two, again, pro forma for the results of our upcoming combination with Beach Bank to reach a $6.8 billion total. You see again, it's composed of about two-thirds acquired growth, and about a third organic growth. You'll notice on the map since our last meeting, there's some additional dots and they're kind of hard to see, but there are six additional dots in the Northwest Florida area, which include the Beach locations. You'll notice one dot or one location down in Tampa, Florida. We'll take a little closer look at what that means to us going forward, we think post-closing. Our strategic plan, as we originally devised it, was based upon building a high-performing community bank regional franchise. From the beginning of that strategic plan in 2009 to today, and again, including the pro forma results of Beach. See that we have grown our company, and not only have we achieved superior growth, but it's been a well-diversified growth plan. We serve some of the most dynamic markets, not only in the country, but in the Southeast. I'm sorry, not only the Southeast, but in the country. They provide on a composite basis, based on our growth and what we've constructed, overall demographics in terms of population growth and income growth that are really superior, to almost any market or any state or any locale that we operate in. One of the interesting things to note about this slide is when we close our upcoming transaction with Beach Bank, 30% of our loans we estimate will be in Florida, 29% in Mississippi. The lion's share of our company will be in those two states, at least in terms of asset composition, and then pretty evenly distributed between Louisiana, Georgia, and Alabama. If you look at our deposits, it's a similar mix in that Florida will have 28% of our deposits, Mississippi 33% of our deposits, pretty easily, pretty evenly distributed between the other states in the Southeast. We believe that not only does it provide superior growth prospects and generate franchise value and premium valuation going forward, it's also a risk mitigant. You'll notice that our asset composition is not concentrated in any geographic market, in any local market. It's well diversified by state and anecdotally, it's well diversified by industry type and collateral structure as well, but certainly geographically diversified. Last year we had two major growth initiatives, in addition to, substantial organic growth. December 3, we acquired 7 branches in the Northeast Mississippi area in the Golden Triangle area. Out of the acquisition that was between BancorpSouth and Cadence Bank. These seven branches were Cadence Bank branches, and based upon their combination, we were the preferred acquirer when it was determined that they had too much market share and the Department of Justice required them to divest these branches. In that transaction, we acquired approximately $451 million of deposits. The cost of those deposits is about 22 basis points and $42 million in loans, and additional 26 team members, and again, seven branches in Starkville, West Point, Aberdeen, Mississippi. In terms of Mississippi markets, that's a very attractive economic area. Those of you that are familiar with it's the home of Mississippi State University, which is a major economic driver in the whole state, and certainly not only in the whole state, but regionally, but in that what's termed Golden Triangle area as well. There are a number of business formations and economic businesses that depend economically on the university, but it's also been a growth area for, just in general, for economic activity tied into the Northeast Mississippi market and really sort of an offshoot of Memphis and South Memphis. We're excited about the being in that market. There's a substantial opportunity for continued growth there, particularly on the loan side. It was a transaction certainly very accretive to our franchise, and we think builds long-term value for our shareholders. I mentioned that our numbers include our recently announced acquisition of Beach Bank. Beach Bank, again, announced late April. Beach Bank was approximately $620 million in assets. It's headquartered in Fort Walton Beach, Florida. It has seven branches. It has six branches in the Florida Panhandle. You see the blue dots there, has one branch in Tampa, Florida. We're thrilled about this combination. The transaction itself has components that you don't always see in a merger transaction. It's both strategic in nature and financial. Financially, in the Florida Panhandle, it allows us to build density in that we combine two great lending teams, and as a result of our combination, we'll be the largest community bank, or we'll have the largest community bank market share in Northwest Florida. We'll have over $500 million of loans in Pensacola, Fort Walton, Destin area and over $900 million in deposits. We will be a dominant player in the Florida Panhandle. The Florida Panhandle, as you know, has extremely attractive demographics in terms of population growth and income levels. We're excited about combining forces with Beach Bank and what we can achieve together, as we continue to build market share in Northwest Florida. It also has a strategic nature in that Beach Bank has a location in Tampa, Florida. They have about $250 million in assets in that market, and that's a market unlike any that we have in our franchise. It's really thesis-changing for us in that it's a metropolitan center with over 3 million people there. As you know, Florida has been a Florida and Texas have been two of the highest growth areas even before the pandemic, but certainly have benefited from additional relocation of the population. A lot of the population that moves to Florida moves to that Central Florida, Tampa area. Beach Bank has an extremely accomplished, experienced, seasoned team of commercial bankers there, and our combination really will drive synergies above and beyond just the day one, well, we're adding additional assets. Our company, we provide capacity, liquidity, structure, pricing power in a market with almost unlimited growth potential. Beach Bank, again, a very seasoned market, rich talent pool of lenders and commercial bankers there, from treasury support personnel to specialized lending platforms and government lending, SBA, USDA, healthcare practice finance, and then also swaps derivative business. The ability for us to provide additional capacity in order not only to grow that metropolitan market, but really to lever off their contacts and market knowledge, the entire Central Florida area. We think that that combination, again, we build density, market share to accelerate growth in the Florida Panhandle, but then also by combining it is synergistic, in fact, in terms of really accelerates our growth of what can be done in a metropolitan market the size of Tampa, Florida. What has that growth meant? Continued execution of the strategic plan, some of the strategic growth initiatives from last year. Well, net income continues to increase in double-digit fashion. We made $64.2 million after tax last year. That's a 22% increase over 2020, and 2020 was a 20% increase over 2019. Even though, as I don't need to tell any of you, there's been a lot of uncertainty, there's been a lot of volatility in the markets over the last couple of years, not just the financial markets, our country as a whole, your company has continued to perform at an exceptional level. That has also translated with similar percentage increases in terms of earnings per share. Earnings per share increased from $2.52 in 2020 to $3.03 during the fiscal year of 2022. You know, we've talked about how growth translates into profitability. How does growth profitability translate and compare with our peers? How does your company compare with our peers? If you take and you look at the universe of banks nationwide, there's about between $2 billion and $8 billion in assets, which again, pro forma, we would be $6.8 billion in assets. There are 324 banks, both private and public. Of those, 132 are public banks, and 27 of those are in the Southeast. If you look at your company's growth rate over a five-year period compared to our peers, we're almost double, essentially double, a little more than double, not only our public peers in terms of asset growth, but also all peers. We grew our assets on average 28.3% over that five-year period, compounded annually. Our peers were substantially below that. Even though we have superior growth rates, we did not sacrifice profitability. If you look at our most recent quarter return on average assets, again, that's a measure of profitability. How well do we deploy our assets to produce net income, so net income divided by average assets? We generate a 1.09% return on average assets. Our Southeast peers were 1.01%. Growth, essentially above peers, profitability above peers, and maybe the most important measure of return or profitability as it translates, and we'll look at how it translates in a total shareholder return. Return on average tangible common equity. Again, if you look in the most recent quarter based on our profitability levels, annualized, we produced 14% return on average tangible common equity. Our peers were at 12.7%, so substantial growth but also peer-leading profitability. Those operating metrics, how do they translate into total shareholder return, not only in terms of absolute level, how does that measure up again against our peers? If you look over the last 10 years in terms of total return, this is updated through May thirteenth of this year, which takes into account, as you know, some of the sell-off in the general overall market, but also in bank stocks. Your company has returned 300% to you, or your investment has grown 300%. As compared to our Southeast banks, they were 164%, and then all banks in the U.S., 158%. Practically double what our peers have done in terms of total return, which includes price appreciation and dividend reinvestment. If you look strictly at price performance, again, your investment has grown 259% over that 10-year period, and practically double what our peer banks have done. Superior growth translates into superior peer-leading profitability, which translates into superior peer-leading shareholder returns. Without regard to size, for all banks, all public banks in the nation, what banks have created the most long-term shareholder value? That's in terms of growth in tangible book value and growth in total dividend. We are in the top 25%, the top quarter of banks in the country over the last 10 years, regardless of size, in our part, in our region, regardless of size, in terms of total shareholder return. One thing to note about this slide, the median bank in terms of asset size is really almost 4x, what we are. As you know, you would certainly expect to achieve better returns in terms of scale. We have operated like a bank much larger in size in terms of total shareholder return profitability and peer-leading operating results. Where do we go from here? We think we continue to execute on the strategic plan that we laid out in 2009. We think there'll be a lot of market opportunity across the Southeast. Again, we're a preferred acquirer. As we get larger, more opportunities open up for us. We open new geographic markets, not only in certainly in the Southeast, but in including Tennessee. We begin to think about, are there opportunities in East Texas for us? We continue to focus on building organic market share, continuing to increase our share in existing markets through not only additional calling efforts, additional activity in these markets, but also in team lift outs. Putting new lenders, new revenue generators, new retail customer-facing people in our existing markets, but also doing team lift outs, which give us an opportunity because some of the disruption in the markets that we don't currently serve in the Southeast due to mergers, acquisitions, and sort of a general consolidation of the banking business. Again, we continue to think that we're poised extremely well with a balance sheet that's well-capitalized. We have exceptional liquidity with roughly a 50% loan-to-deposit ratio. Again, we have superior profitability, superior efficiencies, and that puts us in an excellent shape to continue to grow, kinda no matter what the volatility and uncertainty in the market is. We're proud, certainly, of the achievements that we've been able to provide our shareholders. I would like to thank all of our more than 800 team members. The returns that we've just talked about are a direct result of their commitment, their attention to strategic planning, the extra effort that they give, in order to be a top-tier performer. To our shareholders, to our team members, to all our stakeholders, it's a pleasure to serve. Are there any questions from the group? No, Lance tells me there's no questions. With that, again, thanks so much for all that you do, the support that you give us, and we look forward to our next shareholder meeting next year. Wish you all a good weekend. Thanks. Ladies and gentlemen, this concludes today's conference call. You may now disconnect.
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