UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K | | | | | | | | | | | |
| (Mark One) | | |
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| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the period ended December 31, 2023 | |
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| OR | | |
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____________ to __________ |
SPECIAL FINANCIAL REPORT PURSUANT TO RULE 15d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934
Contains only the financial statements for the year ended December 31, 2019
Commission file number: 333-236022
BANCPLUS CORPORATION
(Exact name of registrant as specified in its charter)
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| Mississippi | | | | | | | | 64-0655312 |
Mississippi | | 64-0655312 |
| (State or other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
1068 Highland Colony Parkway
Ridgeland, Mississippi 39157
(601) 898-8300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| None | | N/A | | N/A | | N/A |
Securities registered pursuant to Section 12(g) of the Act: N/A
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
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| Large accelerated filer | ☐ | | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | | Smaller reporting company | ☐ |
| | | Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant: No established market exists for the registrant’s common stock.
As of March 12, 2020,February 29, 2024, there were 7,655,45711,611,981 outstanding shares of the registrant’s common stock, par value $1.00 per share.
BANCPLUS CORPORATION
FORM 10-K
DECEMBER 31, 2023
INDEX
PART I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise indicated, references in this report to “we”, “us”, “our company”, “the Company”, or “BancPlus” refer to BancPlus Corporation. All references to “BankPlus” or “the Bank” refer to BankPlus, our wholly-owned subsidiary.
This Annual Report on Form 10-K contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995 about BancPlus. Such statements include, without limitation, references to the Company's predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations, and are subject to risks and uncertainties. These statements often, but not always, are preceded by, followed by or otherwise include the words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “continue,” “seek,” “plan,” “can,” “should,” “could,” “would,” “will,” “to be,” “predict,” “potential,” “may,” “likely,” “will likely result,” “target,” “project” and “outlook” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about our industry based on certain assumptions and beliefs of the Company’s management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.
There are or will be important risk factors that could cause actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:
•our ability to adequately measure and limit our credit risk;
•factors that can impact the performance of our loan portfolio, including real estate values and liquidity in our primary market areas, the financial health of our commercial borrowers and the success of construction projects that we finance, including any loans acquired in acquisition transactions;
•our ability to prudently manage our growth, maintain our historical rate of growth in light of associated risks, and execute our strategy;
•the composition of our management team and our ability to attract and retain key personnel;
•geographic concentration of our business within Mississippi, Alabama, Louisiana, and Florida;
•our ability to attract and retain customers, particularly in light of increased competition in the financial services industry, and particularly from regional and national institutions;
•failure of our risk management framework, disclosure controls and procedures, and internal controls over financial reporting;
•systems failures, unauthorized access, cybersecurity breaches, cyber-crime and other threats to data security or interruptions involving our information technology and telecommunications systems or third-party servicers;
•difficult business, market or political conditions and unfavorable economic trends in the United States generally, and particularly in the markets in which we operate and in which our loans are concentrated, including inflation, declines in housing markets, an increase in unemployment levels and slowdowns in economic growth;
•the impact of any future U.S. federal government shutdown and uncertainty regarding the U.S. federal government’s debt limit and credit rating;
•the soundness of other financial institutions and the impacts related to or resulting from bank failures and other economic and industry volatility, including potential increased regulatory requirements and costs and potential impacts to macroeconomic conditions;
•our ability to identify potential candidates for, consummate, and achieve synergies resulting from, potential future acquisitions;
•changes in the laws, rules, regulations, interpretations, policies or stimulus programs relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, and the uncertainty of the short- and long-term impacts of such changes;
•compliance with governmental and regulatory requirements, including relating to banking, consumer protection, securities and tax matters;
•operational risks associated with our business;
•volatility and direction of market interest rates;
•our ability to maintain important deposit customer relationships and our reputation or otherwise avoid liquidity risks;
•the obligations associated with being a public reporting company;
•the commencement and outcome of litigation and other legal proceedings against us or to which we may become subject;
•natural disasters, climate change, adverse weather, public health crises, acts of terrorism, outbreaks of hostilities, civil unrest or other international or domestic calamities, and other matters beyond our control; and
•other factors that are discussed in the sections entitled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.
New factors emerge from time to time, and it is not possible for us to predict which will arise. The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Annual Report on Form 10-K. 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. 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 publicly update or revise any forward-looking statement, whether written or oral, and whether as a result of new information, future developments or otherwise, except as specifically required by law.
ITEM 1. BUSINESS
General
BancPlus Corporationis a bank holding company headquartered in Ridgeland, Mississippi. BancPlus’ wholly-owned bank subsidiary, BankPlus, offers a full suite of products and Subsidiariesservices to a broad spectrum of customers, including individuals, businesses and public entities. As of December 31, 2023, we operated 82 branch offices across Mississippi, Alabama, Louisiana, and Florida. BancPlus’ franchise is built on a community banking approach focused on personalized, relationship-driven service combined with local market management and expertise. As of December 31, 2023, BancPlus had total assets of $7.64 billion, gross loans of $6.08 billion, total deposits of $6.33 billion and total shareholders’ equity of $725.1 million.
CONTENTS
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Signatures | 53 |
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Exhibits | 55 |
BancPlus’ business strategy is to provide exceptional community banking services and financial solutions within its markets, which enables BancPlus to fulfill its core purpose of enriching lives and building stronger communities. BancPlus believes its team of local, experienced and relationship-focused bankers, along with strong brand recognition in its communities, differentiate BancPlus from its competitors. As a result, BancPlus has a diversified, stable deposit mix and a diversified loan portfolio. BancPlus’ deposit base consisted of 91.1% core deposits with a total deposit cost of 1.74% for the year ended December 31, 2023, while its loan portfolio was comprised of 73% commercial loans and 27% consumer loans for the same period. BancPlus currently holds meaningful market share in a number of attractive markets in Mississippi, including the number three position based on deposits in the Jackson, Mississippi metropolitan statistical area (“MSA”) as of June 30, 2023, and BancPlus believes it is well-positioned for future growth.
BancPlus’ common stock is not listed or traded on any established securities exchange or quotation system.
BancPlus’ website is www.bankplus.net.
BancPlus’ Markets
As of December 31, 2023, BancPlus conducted its operations through 82 branch locations across Mississippi, Alabama, Louisiana, and Florida. BancPlus believes its markets provide a diverse mix of opportunities to expand its client base and gain market share. BancPlus operates in a number of markets with favorable economic trends and seeks to replicate its strategy in new markets through organic growth and strategic acquisitions. BancPlus is headquartered in the Jackson, Mississippi MSA, where it ranks third in deposit market share with 15.1% of total deposits as of June 30, 2023. The Jackson, Mississippi MSA is BancPlus’ largest market and contains 45.3% of its deposits and 22.8% of its loans as of December 31, 2023. Some of the major industries in the Jackson MSA are healthcare, agriculture, professional services, and technology. The Jackson, Mississippi MSA is also home to major auto manufacturing facilities, including Nissan. Our Louisiana and Alabama regions represent 23.2% and 14.7% of total loans, respectively, 16.1% and 5.7% of total deposits, respectively.
Competitive Strengths
Strong Brand Awareness and Customer-Focused Business Model
BancPlus believes the BankPlus name is associated with a differentiated banking experience in the markets in which it operates. BancPlus’ customers value the personalized approach of its bankers and its banking platform. BancPlus provides convenient products and services, including extended branch banking hours, interactive teller machines (“ITMs”) and universal bankers in select markets, capable of meeting the diverse needs of its clients effectively. BancPlus also offers a suite of digital banking and
EXPLANATORY NOTEmobile applications that are highly rated by users. BancPlus’ consumer mobile banking app is a highly rated mobile banking app in both the Apple App Store and Google Play. BancPlus is proud of the strong brand and convenient banking platform it has built in its communities and the relationships BancPlus has cultivated with its customers. BankPlus’ community involvement efforts have been nationally recognized by the Federal Deposit Insurance Corporation (“FDIC”), American Bankers Association and the Federal Home Loan Bank of Dallas, among others.
On February 14, 2020,
Stable, Low-Cost Deposit Franchise with Attractive Deposit Beta
BancPlus believes it has consistently generated stable, low-cost core deposits through its retail branch network. BancPlus’ deposit gathering strategy attracts a full spectrum of customers, from the underbanked to high net worth individuals and businesses, resulting in a diversified deposit base. As of December 31, 2023, BancPlus had over 334,000 customer deposit accounts with an average balance of approximately $19,000. BancPlus’ deposit base has a low total cost of 1.74% for the year ended December 31, 2023, which compares favorably to its peers. By leveraging its low-cost deposit franchise, BancPlus believes it has been able to generate a strong net interest margin compared to its peers without taking undue credit risk.
Diversified and Growing Loan Portfolio
BancPlus believes its markets provide opportunities to grow its loan portfolio organically and through strategic acquisitions while diversifying credit risk exposure. From December 31, 2018 to December 31, 2023, its loan portfolio grew from $2.1 billion to $6.1 billion, an increase of 193.1% and a compound annual growth rate of 24.0%. As of December 31, 2023, 99% of its loan portfolio was secured and only 9% of the loan portfolio was non-recourse. As of December 31, 2023, BancPlus’ loan portfolio consisted of 73% commercial loans and 27% consumer loans, with 86% of the loan portfolio secured by real estate. As of December 31, 2023, 26% of BancPlus’ loan portfolio reprices within 90 days, and an additional 13% reprices between 90 days and 12 months.
Profitability and Return Profile
BancPlus believes it has demonstrated success in executing its business strategy. From December 31, 2018 to December 31, 2023, BancPlus increased its loan-to-deposit ratio from 84.6% to 96.1%. The increased scale of its loan portfolio, combined with its low-cost deposit base, has created an attractive net interest margin compared to its peers. BancPlus believes its strong net interest margin and non-interest income have helped drive attractive returns for its shareholders. The wealth management, treasury services, private banking and mortgage banking products and services of BancPlus contribute to the diversity of its revenue sources. Additionally, BancPlus is focused on ongoing improvement of productivity and operational efficiency to increase shareholder value.
Employee Ownership and High Customer Satisfaction
BancPlus believes its employees are critical to its success, and its culture of empowerment stems in part from its employees owning, through the BancPlus Corporation Employee Stock Ownership Plan, approximately 13% of its common stock as of December 31, 2023. BankPlus has been recognized by American Banker as one of the “Best Banks to Work For” every year since the ranking’s inception in 2013. BancPlus believes the vested interest of its employees, coupled with its relationship-driven approach to meeting the needs of its customers, will continue to drive future growth.
Extensive Enterprise and Credit Risk Management Framework
BancPlus understands the importance of a strong enterprise risk management framework. BancPlus’ risk management is supported by disciplined credit underwriting and a robust set of policies and procedures. BancPlus has a comprehensive approach to enterprise risk management which focuses on credit, reputational, operational, compliance, liquidity and interest rate risk in order to manage its balance sheet in a manner that will meet its short and long term needs.
BancPlus has a team of experienced credit analysts and underwriters who have tailored BancPlus’ risk management processes to support significant loan growth while maintaining its high underwriting standards. Moreover, the prudent management of past credit challenges has allowed BancPlus to successfully maintain strong credit and risk performance. As of December 31, 2023, its nonperforming loans to total loans ratio was 0.13%.
Deep and Experienced Management Team
BancPlus has a seasoned management team with extensive experience in its markets, managing growth and risk over a number of years and through various economic cycles. BancPlus’ executive management team has significant experience overseeing commercial and consumer banking, mergers and acquisitions, financial management, systems integrations, operations and technology, credit, and regulatory compliance. BancPlus believes its executive management team’s reputation and performance
history give it an advantage in hiring and retaining experienced bankers, developing and strengthening customer relationships and executing its growth strategy.
Business Strategy
Drive Organic Growth Through Execution of Community-Focused Business Model
BancPlus’ business strategy is to provide exceptional community banking services and financial solutions within its markets, which enables BancPlus to fulfill its core purpose of enriching lives and building stronger communities. BancPlus believes its commitment to its communities is an integral part of its past success and will continue to keep its bankers in a position to develop business and expand market share. BancPlus’ experienced professionals, supported by strong brand recognition and a disciplined business development platform, leverage its banking solutions to increase market share and acquire new customers throughout its markets. BancPlus’ commitment to providing high quality products, service and customer-facing technology strengthens its ability to attract and retain business.
Pursue Opportunistic, Strategic Acquisitions
BancPlus believes its footprint and surrounding markets will afford it strategic opportunities to supplement organic growth with acquisitions to strengthen its franchise. In particular, BancPlus may consider acquisition opportunities that could improve its market position, enhance its branch network, increase its earnings power or expand its suite of products and services. BancPlus’ experienced management team has a proven ability to successfully evaluate potential new markets and execute acquisitions of banks and other financial services entities. Moreover, BancPlus believes its investment in technology creates the scalable infrastructure necessary to both execute these acquisition strategies and ensure long-term success.
Effective March 1, 2022, BancPlus completed its merger (the “FTC Merger”) with First Trust Corporation (“FTC”), the holding company of First Bank and Trust (“FBT”). See Note 2 Business Combinations to the Consolidated Financial Statements included in this Annual Report on Form 10-K for more information about the FTC Merger.
Capitalize on Changing Market Dynamics
BancPlus believes the investment it makes in its employees, along with the culture and work environment it has created and cultivates, allow BancPlus to attract top talent. BancPlus believes it stands to benefit from the dislocation of both employees and customers as banks continue to consolidate and competitors shift their focus. BancPlus has had success in growing meaningful market share through the hiring of experienced individuals as market dynamics change and will seek to replicate this strategy in the future.
Enhance Non-interest Income Through Complementary Products and Services
BancPlus believes it has built successful products and services that support its core banking business. These products and services include wealth management, treasury services and mortgage origination. Each of these business lines is managed by an experienced team and has scalable infrastructure to support additional growth of non-interest income with minimal added expense. BancPlus’ organizational structure promotes teamwork among employees who support its various products and services to enhance customer retention and optimize relationship profitability. BancPlus may also look to grow certain revenue-generating products and services via acquisitions or hiring of teams or individuals.
Embrace New Technologies to Meet Customer Needs and Drive Efficiencies
Technology investments are an integral part of BancPlus’ strategy. BancPlus has implemented a significant number of front and back office technology initiatives, including the successful deployment of its popular mobile and digital banking platforms. BancPlus will continue to invest in technologies it believes will have the most positive impact for driving growth, increasing productivity or creating efficiency. An example is BancPlus’ growing deployment of ITMs and universal bankers in select markets, making its services more accessible, better utilizing branch personnel and improving the customer experience. Over time, BancPlus expects these and similar initiatives to help it further optimize staff productivity and its branch network.
BancPlus’ Services
BankPlus is first and foremost a community-focused bank. BancPlus is dedicated to serving the banking needs of its customers, from family farms and small towns to large corporations and metropolitan areas, through its community banking approach of personalized, relationship-based service. BancPlus provides various deposit products and lending services to address the growing
financial needs of its commercial and consumer customers across its footprint, as well as wealth management and private client products.
BancPlus offers its retail customers a variety of deposit products, including checking accounts, savings accounts, money market accounts, certificates of deposit and other deposit accounts, through multiple channels, including mobile, online and its branch locations. BancPlus also provides its business and institutional customers a full range of commercial deposit services and treasury management products. Most of BancPlus’ deposits are from individuals, small businesses and municipalities in its market areas.
Additionally, BancPlus offers a full suite of lending products, consisting of commercial and industrial loans (including working capital loans and equipment loans), commercial real estate loans (for both owner-occupied and non-owner occupied properties), construction and development loans, and agricultural loans. BancPlus also offers various consumer loans to individuals and professionals, including residential real estate loans, personal loans and overdraft protection. Additionally, BancPlus originates conforming residential mortgage loans for resale into the secondary market to provide mortgage origination income, including a full array of Fannie Mae and Freddie Mac mortgage products.
The BankPlus Wealth Management Group provides a variety of investment management services. BancPlus’ team of dedicated advisors focuses on providing customized investment solutions to best fit its clients’ risk tolerance and achieve their financial objectives.
Lending Activities and Lending Strategy
BancPlus offers a variety of loans, including commercial and industrial, commercial real estate-backed loans (including loans secured by owner-occupied and non-owner occupied commercial properties), commercial lines of credit, working capital loans, term loans, equipment financing, acquisition, expansion and development loans, borrowing base loans, construction and development loans, homebuilder loans, agricultural loans, Small Business Administration (“SBA”) loans, letters of credit and other loan products to small and medium-sized businesses, real estate developers, manufacturing and industrial companies and other businesses. BancPlus also offers various consumer loans to individuals and professionals including residential real estate loans, home equity loans, home equity lines of credit (“HELOCs”), installment loans, unsecured and secured personal lines of credit and letters of credit. Lending activities originate from the relationships and efforts of BancPlus’ bankers, with an emphasis on providing banking solutions tailored to meet its customers’ needs while maintaining its underwriting standards.
BancPlus’ strategy is to grow its loan portfolio by originating commercial and consumer loans that produce revenues consistent with its financial objectives. Through its operating model and strategies, BancPlus seeks to be the leading provider of lending products and services in its market areas to its clients. BancPlus markets its lending products and services to its clients through its high-touch personalized service. As a general practice, BancPlus originates substantially all of its loans, but BancPlus occasionally participates in syndications, limiting participations to loans originated by lead banks with which BancPlus has a close relationship and which share its credit philosophies.
BancPlus also actively pursues and maintains a balanced loan portfolio by type, size and location. BancPlus’ loans are generally secured and supported by personal guarantees.
Commercial Real Estate Loans. BancPlus originates commercial real estate loans, including multi-family loans, and construction/land/land development loans that are generally secured by real estate located in its market areas. BancPlus’ commercial mortgage loans are primarily collateralized by first liens on real estate and amortized over a 10 to 20 year period with balloon payments due at the end of one to five years. These loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. BancPlus’ multi-family residential loans are primarily secured by multi-family properties, primarily apartment and condominium buildings. BancPlus seeks to make multi-family residential loans to experienced real estate investors with proven track records.
With respect to BancPlus’ owner-occupied commercial real estate loans, BancPlus targets local companies with a proven operating history that tend to be business-operators and professionals within its markets. Owner-occupied real estate loans are typically repaid through the ongoing business operations of the borrower, and hence are dependent on the success of the underlying business for repayment and are more exposed to general economic conditions.
With respect to its non-owner occupied commercial real estate loans, BancPlus seeks experienced, local real estate developers and investors with whom its bankers have long-standing relationships. BancPlus’ non-owner occupied commercial real estate loans also tend to involve retail, hotel, office, multi-family, medical, warehouse and industrial properties. Non-owner occupied real estate loans are typically repaid with the funds received from the sale of the completed property or rental proceeds from such
property, and are therefore more sensitive to adverse conditions in the real estate market, which can also be affected by general economic conditions.
Commercial real estate loans are often larger and involve greater risks than other types of lending. Adverse developments affecting commercial real estate values in BancPlus’ market areas could increase the credit risk associated with these loans, impair the value of property pledged as collateral for these loans, and affect BancPlus’ ability to sell the collateral upon foreclosure without a loss. Furthermore, adverse developments affecting the business operations of the borrowers of BancPlus’ owner-occupied commercial real estate loans could significantly increase the credit risk associated with these loans. Due to the larger average size of commercial real estate loans, BancPlus faces the risk that losses incurred on a small number of commercial real estate loans could have an adverse impact on its business, financial condition or results of operations.
Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The typical terms for commercial loans are one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan-to-value ratio depends on the type of collateral.
Residential Real Estate Loans. BancPlus’ residential real estate loans consist of 1-4 family loans, home equity loans and multi-family loans. The residential real estate loans described below exclude mortgage loans that are held for sale. BancPlus’ 1-4 family mortgage loans are primarily made with respect to and secured by single family homes, which are both owner-occupied and investor-owned. BancPlus seeks to make its 1-4 family mortgage loans to well-qualified homeowners and investors with a proven track record that satisfy its credit and underwriting standards. BancPlus’ home equity loans are primarily revolving lines of credit secured by 1-4 family residential properties.
BancPlus expects to continue to make residential real estate mortgage loans at a similar pace as BancPlus has in recent years so long as housing values in its markets do not deteriorate from current prevailing levels and it is able to make such loans consistent with its credit and underwriting standards. Like its commercial real estate loans, BancPlus’ residential real estate loans are secured by real estate, the value of which may fluctuate significantly over a short period of time as a result of market conditions in the area in which the real estate is located. BancPlus primarily makes its residential real estate loans to qualified individuals and investors in accordance with its real estate lending policies, which detail maximum loan to value ratios and maturities and, as result, the repayment of these loans can also be affected by adverse personal circumstances.
Mortgage Banking. BancPlus is also engaged in the residential mortgage banking business, which primarily generates income from the origination and sale of mortgage loans. BancPlus originates residential mortgage loans as a service to its existing customers and as a way to develop relationships with new customers in order to support its core banking strategy. BancPlus’ mortgage banking revenue is affected by changes in the fair value of mortgage loans originated with the intent to sell because it measures these loans at the lower of cost or market. BancPlus looks to originate quality mortgage loans with a focus on purchase money mortgages along with a focus on refinancing primary residences. In accordance with its lending policy, each loan undergoes a detailed underwriting process which incorporates uniform underwriting standards and oversight that satisfies secondary market standards as outlined by its investors and mortgage officers as to the size and complexity of the lending relationship.
The residential mortgage industry is highly competitive and BancPlus competes with other community banks, regional banks, national banks, credit unions, mortgage companies, financial service companies and online mortgage companies. Due to the highly competitive nature of the residential mortgage industry, BancPlus expects to face industry-wide competitive pressures related to changing market conditions that will impact its pricing margins and mortgage revenues.
BancPlus’ mortgage banking business is also directly impacted by the interest rate environment, increased regulation, consumer demand, driven in large part by general economic conditions and the real estate markets, and investor demand for mortgage securities. Mortgage production, especially refinancing activity, tends to decline in rising interest rate environments. While BancPlus had been experiencing historically low interest rates for an extended period of time, market interest rates began to rise during 2022, and continued to rise during 2023.
Consumer Loans. BancPlus offers a variety of consumer loans, such as installment loans to individuals for personal, family and household purposes, including car, boat and other recreational vehicle loans. BancPlus’ consumer loans typically are part of an overall client relationship designed to support the individual consumer borrowing needs of BancPlus’ commercial loan and deposit clients, and these consumer loans are well diversified across BancPlus’ markets. Consumer loans usually have shorter terms, lower balances, higher yields and higher risks of default than residential real estate mortgage loans. Consumer loan collections are dependent on the borrower’s continuing financial stability and are therefore more likely to be affected by adverse
personal circumstances, such as the loss of employment, unexpected medical costs or divorce. These loans are often secured by the underlying personal property, which typically has insufficient value to satisfy the loan without a loss due to damage to the collateral and general depreciation.
Lending Philosophy. BankPlus’ lending philosophy is driven by its commitment to thorough underwriting for all loans, local market knowledge, long-term customer relationships and a conservative credit culture. To implement this philosophy, BankPlus has established various levels of authority and review, including its Executive Loan Committee comprised of the Chief Credit Officer and other lending executives. In its review, BankPlus emphasizes cash flow and secondary and tertiary repayment sources such as guarantors.
Lending Policies. BankPlus has established standard documentation and policies based on the type of loan. BankPlus also has established a loan committee comprised of its senior executive lending officers. Credits of $15 million or greater are generally presented for review or approval prior to committing to the loan. The Executive Loan Committee generally meets weekly and on an ad hoc basis as needed. Relationships between $5 million and $15 million must be approved by two voting members of the loan committee and a Credit Officer. Credit Officers approve relationships between $1 million and $5 million. Relationships under $1 million are generally approved by a local market or regional president.
Loan Approval Process. The loan approval process at BankPlus is characterized by local authority supported by a risk control environment that provides for prompt and thorough underwriting of loans. BankPlus’ localized decision-making is reinforced through a centralized review process supported by technology that monitors all credits to ensure compliance with its credit policies. BankPlus’ loan approval method is based on a hierarchy of individual lending authorities for new credits and renewals granted to its individual bankers, market presidents, credit officers, senior management and Executive Loan Committee. The BankPlus board of directors establishes the maximum individual lending limits at each level and its senior management team sets individual authorities within these maximum limits to each individual based on demonstrated experience and expertise, which are periodically reviewed and updated. BankPlus believes that the ability to have individual loan authority up to specified levels based on experience and track record coupled with appropriate approval limits for its market presidents and credit officers allows it to provide prompt and appropriate responses to its clients while still allowing for the appropriate level of oversight.
As a relationship-oriented lender, rather than transaction-oriented lender, BankPlus makes most of its loans to borrowers located or operating in its market area. This provides BankPlus with better understanding of their business, creditworthiness and the economic conditions in their market and industry.
In considering loans, BankPlus follows the underwriting principles set forth in its loan policy with a primary focus on the following factors:
• a relationship with its clients that provides BankPlus with a complete understanding of their financial condition and ability to repay the loan;
• verification that the primary and secondary sources of repayment are adequate in relation to the amount of the loan;
• observation of appropriate loan to value guidelines for real estate secured loans;
• targeted levels of diversification for the loan portfolio, both as to type of borrower and type of collateral; and
• proper documentation of loans, including perfected liens on collateral.
As part of the approval process for any given loan, BankPlus seeks to minimize risk in a variety of ways, including the following:
• analysis of the borrower’s financial condition, cash flow, liquidity, and leverage;
• assessment of the project’s operating history, operating projections, location and condition;
• review of appraisals, title commitment and environmental reports;
• consideration of management’s experience and financial strength of the principals of the borrower; and
• understanding economic trends and industry conditions.
The BankPlus board of directors reviews and approves loan policy changes, monitors loan portfolio trends and credit trends, and reviews loan transactions as set forth in its loan policies. Loan pricing is established in conjunction with the loan approval process based on pricing guidelines for loans that are set by BankPlus’ senior management. BankPlus believes that its loan approval process provides for thorough internal controls, underwriting, and decision-making.
Lending Limits. BankPlus is limited in the amount it can loan in the aggregate to a single borrower or related borrowers by the amount of its capital. BankPlus is a Mississippi chartered bank and therefore all branches, regardless of location, fall under the legal lending limits of the state of Mississippi. Mississippi’s legal lending limit is a safety and soundness measure intended to prevent one person or a relatively small and economically related group of persons from borrowing an unduly large amount of a bank’s funds. It is also intended to safeguard a bank’s depositors by diversifying the risk of credit losses among a relatively large number of creditworthy borrowers engaged in various types of businesses. Generally, under Mississippi law, loans and extensions
of credit to a borrower may not exceed 20% of BankPlus’ aggregate unimpaired capital and unimpaired surplus. Further, with prior approval of the Mississippi Department of Banking and Consumer Finance (“MDBCF”), BankPlus may elect to conform to similar standards applicable to national banks under federal law, in lieu of Mississippi law. Because the federal law and Mississippi state law standards are determined as a percentage of BankPlus’ capital, these state and federal limits either increase or decrease as BankPlus’ capital increases or decreases. BankPlus may seek to sell participations in its larger loans to other financial institutions, which would allow BankPlus to manage the risk involved in these loans and to meet the lending needs of its clients requiring extensions of credit in excess of these limits.
In addition to these legally imposed lending limits, BancPlus also employs appropriate limits on its overall loan portfolio and requirements with respect to certain types of lending and individual lending relationships. For example, BancPlus has lending limits related to borrower, portfolio segments and certain types of commercial real estate exposures.
Deposits and Other Sources of Funds
An important aspect of BancPlus’ business franchise value is the ability to gather deposits. BancPlus offers its customers a variety of deposit products, including checking accounts, savings accounts, money market accounts, certificates of deposit and other deposit accounts, through multiple channels, including its extensive network of 82 branch locations. As of December 31, 2023, BancPlus held $6.33 billion of total deposits. As of December 31, 2023, 91.1% of its total deposits were core deposits (defined as total deposits excluding time deposits greater than $250,000 and brokered deposits). BancPlus obtains most of its deposits from individuals, small businesses and municipalities in its market areas. BancPlus solicits deposits from these target segments through its local bankers, sophisticated product offerings and its brand-awareness initiatives, such as its community focused marketing and high-visibility branch locations. BancPlus believes that the rates it offers for core deposits are competitive with those offered by other financial institutions in its market areas. Secondary sources of funding include advances from the Federal Home Loan Bank of Dallas, borrowings at the Federal Reserve Discount Window and other borrowings. These secondary sources enable BancPlus to borrow funds at rates and terms, which, at times, are more beneficial to BancPlus.
The growth of low-cost deposits is an important aspect of BancPlus’ strategic plan, and BancPlus believes it is a significant driver of its value. Deposit flows are significantly influenced by general and local economic conditions, changes in prevailing interest rates, internal pricing decisions and competition. BancPlus’ deposits are primarily obtained from depositors located in areas surrounding its branches, and BancPlus believes that it has attractive opportunities to capture additional retail and commercial deposits in its markets. In order to attract and retain deposits, BancPlus relies on providing quality service, offering a suite of retail and commercial products and services and introducing new products and services that meet its customers’ needs as they evolve.
Wealth Management and Investment Services
BancPlus offers a variety of investment management services to affluent and high net worth individuals and families through the BankPlus Wealth Management Group, which has been serving clients for over 20 years. BancPlus focuses on providing customized investment solutions to best fit its clients’ risk tolerance and achieve their financial objectives. Additionally, BancPlus provides asset management and financial planning services, including retirement plan services and administration, personal trusts and estates, portfolio management, institutional trusts and court appointed trust services.
Other Banking Services
Given customer demand for increased convenience and account access, BancPlus offers a range of products and services, including 24-hour Internet banking and voice response information, 7:00 a.m. to 7:00 p.m. banking in certain branch locations, mobile applications, cash management, overdraft protection, direct deposit, safe deposit boxes, and automatic account transfers. BancPlus earns fees for some of these services. BancPlus also receives ATM transaction fees from transactions performed by its customers participating in a shared network of ATMs and a debit card system that its customers can use throughout the United States Securitiesas well as in other countries. Further, BancPlus offers ITMs, which are discussed in “Information Technology Systems” below in this section.
Enterprise Risk Management
BancPlus’ operating model demands a strong risk culture built to address multiple areas of risk, including credit risk, interest rate risk, liquidity risk, price risk, compliance risk, operational risk, strategic risk and Exchange Commissionreputational risk. BancPlus’ risk culture is supported by significant investments in the right people and technologies to protect its business. The BancPlus board of directors is ultimately responsible for overseeing risk management at both the holding company and BankPlus level. BancPlus seeks to prudently identify and manage its risks through a disciplined, enterprise-wide approach to risk management, particularly credit, compliance, interest rate and cybersecurity risk. BancPlus’ risk management framework is overseen by the Chief Risk Officer who has more than 30 years of banking experience. BancPlus also maintains a risk management committee at BankPlus.
BancPlus’ comprehensive risk management framework is designed to complement its core strategy of empowering its experienced, local bankers with local decision-making to better serve its clients.
BancPlus endeavors to maintain asset quality through an emphasis on local market knowledge, long-term client relationships, and a conservative credit culture. BancPlus’ credit policies support its goal of maintaining sound credit quality standards while achieving balance sheet growth, earnings growth, appropriate liquidity and other key objectives. BancPlus’ loan policies are designed to provide its bankers with a sufficient degree of flexibility to permit them to deliver responsive and effective lending solutions to clients while maintaining appropriate credit quality. Furthermore, BancPlus aims to hire bankers and associates for the long-term by incentivizing them to focus on long-term credit quality. Since lending represents credit risk exposure, the BancPlus board of directors and its duly appointed committees seek to ensure that BankPlus maintains appropriate credit quality standards. BancPlus has established asset oversight committees to administer the loan portfolio, such as the Executive Loan Committee, which meets regularly to review the lending activities of BankPlus.
Credit Risks. The principal economic risks associated with each category of loans that BancPlus makes are the creditworthiness of the borrower and the ability of the borrower to repay the loan. General economic conditions, including interest rates, inflation and the demand for the commercial borrower’s products and services, as well as other factors affecting a borrower’s customers, suppliers and employees, all affect borrower creditworthiness. Risks associated with real estate loans also include fluctuations in the value of real estate, new job creation trends, tenant vacancy rates and, in the case of commercial borrowers, the quality of the borrower’s management. Consumer loan repayments depend upon the borrower’s financial stability and are more likely than commercial loans to be adversely affected by divorce, job loss, illness and other personal hardships.
Information Technology Systems
BancPlus has recently made and continues to make significant investments in its information technology systems for its banking operations and related services. BancPlus believes that these investments are essential to enhance its capabilities to offer new products and overall customer experience, to provide scale for future growth and acquisitions, and to increase controls and efficiencies in its back-office operations. BancPlus’ technology investments include investment in the foundational layer of its infrastructure with the intent of establishing a technology platform positioned for growth. BancPlus actively manages its disaster recovery and business continuity plan. BancPlus strives to follow all recommendations outlined by the Federal Financial Institutions Examination Council in an effort to determine that BancPlus has effectively identified its risks and documented contingency plans for key functions and systems including providing back-up sites for all critical applications. BancPlus performs tests of the adequacy of these contingency plans on at least an annual basis.
BancPlus has invested in ITMs that enable its customers to interact with tellers outside of regular banking hours. The ITMs support cash withdrawals, cash and check deposits, check cashing, loan payments and account transfers. BancPlus believes that expansion of its ITM network may increase the productivity of its branch staff, the consistency of the customer experience and the optimization of its branch network.
Competition
The financial services business is highly competitive, and BancPlus’ profitability will depend upon its ability to compete with other banks and non-bank financial service companies located in its markets for lending opportunities, deposit funds, financial products, bankers and acquisition targets.
BancPlus is subject to vigorous competition in all aspects of its business from banks, savings banks, savings and loan associations, finance companies, credit unions and other financial service providers such as money market funds, brokerage firms, consumer finance companies, asset-based non-bank lenders, insurance companies and certain other non-financial entities, including retail stores which may maintain their own credit programs and certain governmental organizations which may offer more favorable financing than BancPlus can.
As of December 31, 2023, BancPlus conducted business through 82 branches across Mississippi, Alabama, Louisiana, and Florida. Many other commercial banks, savings institutions and credit unions have offices in BancPlus’ primary market areas. These institutions include many of the largest banks operating in Mississippi, some of which are also among the largest banks in the country. Many of BancPlus’ competitors serve the same counties as BancPlus does. BancPlus’ competitors often have greater resources, have broader geographic markets, have higher lending limits, offer various services that BancPlus may not currently offer, and may better afford and make broader use of media advertising, support services and electronic technology than BancPlus does. To offset these competitive disadvantages, BancPlus depends on its reputation as having greater personal service, consistency, flexibility and the ability to make credit and other business decisions quickly.
Human Capital Resources
As of December 31, 2023, BancPlus had 1,129 full-time equivalent employees. As of that date, the average tenure for all of BancPlus’ full-time employees was approximately nine years while the average tenure of BancPlus’ executive officers was over 17 years. None of BancPlus’ employees is represented by collective bargaining agreements. BancPlus believes its employee relations to be good. BancPlus cares deeply about what kind of environment it fosters for its employees, so BancPlus continuously strives to improve programs, empowerment, satisfaction and benefits. BancPlus employees are part of a challenging and rewarding work environment, with high-performance and excellence integrated into all that BancPlus does.
BancPlus’ culture of empowerment is designed to promote commitment to improve the lives of those in the communities it serves. This commitment is evidenced by BancPlus’ core purpose that it enriches lives and builds stronger communities. That commitment has been a central pillar in BancPlus’ approach to its employees and the communities BancPlus has served for over 110 years. BancPlus’ culture is designed to adhere to the timeless values of integrity, trust, respect, passion, service, accountability, teamwork and innovation. In keeping with that culture, BancPlus expects its people to treat each other and BancPlus’ customers with the highest level of honesty and respect. BancPlus empowers its employees to go out of their way to do the right thing. BancPlus’ culture stems in part from its employees owning, through the BancPlus Corporation Employee Stock Ownership Plan, approximately 13% of its common stock as of December 31, 2023.
BancPlus dedicates resources to promote a safe and inclusive workplace and to attract, develop and retain talented, diverse employees. BancPlus also dedicates resources to fostering professional and personal growth with continued education. This commitment to its employees has earned BancPlus recognition by American Banker as one of the “Best Banks to Work For” for eleven consecutive years. According to “Best Banks to Work For”, 90% of BancPlus’ employees are proud to work for the Company. BancPlus is one of only six banks to achieve this national recognition every year since the ranking’s inception in 2013.
BancPlus believes employing a diverse workforce enhances its ability to serve its customers and communities. BancPlus’ commitment to diversity values individual differences. BancPlus believes that respecting differences among all people is critical to delivering high-performance products and services to its customers and the communities it serves. BancPlus is committed to creating an environment where its employees and customers are treated fairly and where everyone has the opportunity to succeed. BancPlus is committed to cultivating an inclusive work environment, free of discrimination or harassment, and it will continue to promote and support diversity.
SUPERVISION AND REGULATION
General
BancPlus and BankPlus are extensively regulated, supervised, and examined under federal and state law. Generally, these laws and regulations are intended to protect BankPlus’ depositors, the FDIC’s Deposit Insurance Fund (the “SEC”“DIF”), and the broader banking system, and not BancPlus’ shareholders. These laws and regulations cover all aspects of BancPlus’ business, including lending and collection practices, treatment of its customers, safeguarding deposits, customer privacy and information security, capital structure, liquidity, dividends and other capital distributions, and transactions with affiliates. Such laws and regulations directly and indirectly affect key drivers of BancPlus’ profitability, including, for example, capital and liquidity, product offerings, risk management, and costs of compliance. In addition, changes to these laws and regulations, including as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) declared effectiveand regulations promulgated thereunder, have had, and may continue to have, a significant impact on BancPlus’ business, results of operations, and financial condition. As a result, the Registration Statementextensive laws and regulations to which BancPlus is subject and with which BancPlus must comply significantly impact its earnings, results of operations, financial condition, and competitive position.
Set forth below is a summary of certain provisions of key federal and state laws that affect the regulation of bank holding companies and banks. The discussion is qualified in its entirety by reference to applicable laws and regulations. Changes in such laws and regulations may have a material effect on Form S-4,our business, financial condition or results of operations.
Supervision and Examination Authorities
As a bank holding company, BancPlus is subject to regulation, supervision, and enforcement by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). BankPlus has a Mississippi state charter and is subject to regulation, supervision, and enforcement by the MDBCF. In addition, as amended (the “Registration Statement”)a state non-member bank, BankPlus is subject to regulation, supervision, and enforcement by the FDIC as BankPlus’ primary federal regulator. The Federal Reserve, FDIC, and MDBCF regularly examine the operations of BancPlus Corporationand BankPlus and have the authority to approve or disapprove mergers, consolidations, the establishment of branches, and similar corporate actions. These agencies also have the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law.
Federal Law Restrictions on the Company’s Activities and Investments
As a registered bank holding company, BancPlus is subject to regulation under the Bank Holding Company Act (the “Company”“BHCA”), related and to the offeringregulation, supervision, examination, and reporting requirements of the Company’s common stock, par value $1.00 per shareFederal Reserve.
The BHCA and its implementing regulations prohibit bank holding companies from engaging in certain transactions without the prior approval of the Federal Reserve, including (i) acquiring direct or indirect control of more than 5% of the voting shares of any bank or bank holding company, (ii) acquiring all or substantially all of the assets of any bank, and (iii) merging or consolidating with any other bank holding company. In determining whether to approve such a transaction, the Federal Reserve is required to consider a variety of factors, including the competitive impact of the transaction; the financial condition, managerial resources and future prospects of the bank holding companies and banks involved; the convenience and needs of the communities to be served, including the applicant’s record of performance under the Community Reinvestment Act; and the effectiveness of the parties in combatting money laundering activities. The Bank Merger Act imposes similar review and approval requirements in connection with acquisitions and mergers involving banks. Additionally, under the Company’s acquisitionChange in Bank Control Act and BHCA, a person or company that acquires control of State Capital Corporation. A detailed descriptiona bank holding company or bank must obtain the non-objection or approval of such offering is includedthe Federal Reserve in advance of the Registration Statement.
Rule 15d-2acquisition. For a bank holding company that has a class of securities registered under the Securities Exchange Act of 1934, as amended (“Rule 15d-2”(the “Exchange Act”), providessuch as BancPlus, control for purposes of the Change in Bank Control Act is presumed to exist if the acquirer will have 10% or more of any class of the company’s voting securities.
The BHCA generally prohibits a bank holding company and its subsidiaries from engaging in, or acquiring control of a company engaged in, activities other than managing or controlling banks, activities that the Federal Reserve has determined to be closely related to banking, and certain other permissible nonbanking activities. However, a bank holding company that is qualified and has elected to be a financial holding company may engage in or acquire control of a company engaged in an expanded set of financial activities. BancPlus has not elected to be a financial holding company.
A provision of the BHCA known as the Volcker Rule generally prohibits a “banking entity” (which includes any insured depository institution and its affiliates and subsidiaries) from (i) engaging in proprietary trading and (ii) acquiring or retaining any ownership interest in, sponsoring, or engaging in certain transactions with, a “covered fund,” including private equity and hedge funds. Under the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) and implementing regulations of the federal financial agencies, insured depository institutions and their affiliates with no more than $10 billion in total consolidated assets and that have total trading assets and trading liabilities totaling no more than 5% of total consolidated assets, including BancPlus and BankPlus, are exempt from the Volcker Rule.
Source of Strength
As a bank holding company, BancPlus is expected to act as a source of financial strength for BankPlus and to commit resources to support BankPlus. This support may be required at times when we might not be inclined to provide it. In addition, in the event of BankPlus’ insolvency, any capital loans made by BancPlus to BankPlus will be repaid only after BankPlus’ deposits and various other obligations are repaid in full.
Payment of Dividends and Other Restrictions
BankPlus is subject to certain restrictions on dividends under federal and state laws, regulations and policies. BancPlus is a legal entity separate and distinct from BankPlus and its subsidiaries. The principal source of funds for dividends paid to BancPlus shareholders has been dividends paid to BancPlus by BankPlus. Federal and state law limit BankPlus’ ability to pay dividends to BancPlus.
Under Mississippi law, BankPlus must obtain the non-objection of the MDBCF prior to paying any dividend on common stock of BankPlus.
Further, under federal law, the ability of an insured depository institution such as BankPlus to pay dividends or other distributions is restricted or prohibited if (i) the distribution would cause the institution to become undercapitalized, (ii) the institution is in default of its payment of deposit insurance assessments to the FDIC or (iii) the institution would fail to satisfy the regulatory capital conservation buffer (if applicable to the institution) following the distribution. In addition, the FDIC has the authority to prohibit BankPlus from engaging in an unsafe or unsound banking practice. The payment of dividends could, depending upon the financial condition of BankPlus, be deemed to constitute an unsafe or unsound practice in conducting its business.
As a bank holding company, BancPlus’ payments of dividends to its shareholders are subject to federal law limitations. The Federal Reserve has adopted the policy that a bank holding company should pay cash dividends only to the extent that the company’s net income for the past year is sufficient to cover the cash dividends, and that the company’s rate of earnings retention is consistent with the company’s capital needs, asset quality, and overall financial condition. In addition, a bank holding company
is required to consult with or notify the Federal Reserve prior to purchasing or redeeming its outstanding equity securities in certain circumstances, including if the gross consideration for the purchase or redemption, when aggregated with the net consideration paid by the company for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company's consolidated net worth. A bank holding company that is well-capitalized, well-managed, and not the subject of any unresolved supervisory issues is exempt from this notice requirement.
In 2022, BancPlus Corporation issued and sold preferred stock to the United States Treasury under the Emergency Capital Investment Program (“ECIP”) made available to Community Development Financial Institutions (individually, an “ECIP recipient”), as described further in Note 14 Shareholders’ Equity to our Consolidated Financial Statements. As an ECIP recipient, capital distributions are subject to restrictions set forth in Appendix A of 31 CFR Part 35, limiting share buybacks and dividends. Prior approval of the U.S. Treasury is required for BancPlus to make capital distributions in excess of its “eligible distributable income” which is calculated as the ECIP recipient’s (a) year-to-date net income as of the end of the most recent calendar quarter, plus net income for the two preceding calendar years, less (b) any dividends or capital distributions for the year-to-date as of the end of the most recent calendar quarter, and for the two preceding calendar years.
Capital Adequacy
Bank holding companies and banks are required to maintain minimum regulatory capital ratios imposed under federal capital adequacy regulations. The Federal Reserve and the FDIC, the primary federal regulators of BancPlus and BankPlus, respectively, have adopted substantially similar regulatory capital frameworks.
EGRRCPA permits most banking organizations with less than $10 billion in total consolidated assets to elect to be exempt from the agencies’ generally applicable risk-based and leverage capital rules and the capital conservation buffer described below if they satisfy a “community bank leverage ratio” (“CBLR”) requirement. In order to qualify for the CBLR exemption, a banking organization may not have off-balance sheet exposures totaling more than 25% of its assets or trading assets and liabilities totaling more than 5% of its assets. A banking organization satisfies the CBLR and is considered “well capitalized” if it maintains a ratio of Tier 1 capital to average total consolidated assets (i.e., a leverage ratio) of more than 9%. BancPlus and BankPlus elected to use the CBLR framework beginning in the third quarter of 2022.
Under the general applicable capital adequacy rules that apply to most bank holding companies and banks that have not elected to use the CBLR framework, such institutions must each maintain a common equity Tier 1 capital to total risk-weighted assets ratio of at least 4.5%, a Tier 1 capital to total risk-weighted assets ratio of at least 6%, a total capital to total risk-weighted assets ratio of at least 8%, and leverage ratio of Tier 1 capital to average total consolidated assets of at least 4%. Under these generally applicable capital adequacy rules, institutions are also required to maintain a capital conservation buffer of common equity Tier 1 capital of at least 2.5% of risk-weighted assets in addition to the minimum risk-based capital ratios in order to avoid certain restrictions on capital distributions and discretionary bonus payments.
Under the capital rules, common equity Tier 1 capital generally includes certain common stock instruments (plus any related surplus), retained earnings, and certain minority interests in consolidated subsidiaries (subject to certain limitations). Additional Tier 1 capital generally includes noncumulative perpetual preferred stock (plus any related surplus) and certain minority interests in consolidated subsidiaries (subject to certain limitations). Tier 2 capital generally includes certain subordinated debt (plus related surplus), certain minority interests in consolidated subsidiaries (subject to certain limitations), and a portion of the allowance for credit losses (“ACL”). Common equity tier 1 capital, additional Tier 1 capital, and Tier 2 capital are each subject to various regulatory deductions and adjustments. The risk-based capital standards of the generally applicable capital adequacy rules are designed to make regulatory capital requirements sensitive to differences in risk profile by risk weighting assets and off-balance-sheet exposures based on risk categories.
Failure to meet their applicable capital requirements could subject BancPlus and BankPlus to a variety of enforcement actions, including issuance of a capital directive, the termination of deposit insurance by the FDIC, and certain other restrictions on their business.
In addition, under the FDIC’s “prompt corrective action” framework, the FDIC may impose various restrictions, including limitations on growth and the payment of dividends, if an insured depository institution such as BankPlus becomes undercapitalized. Because it has elected to use the CBLR framework, BankPlus is considered “well capitalized” if it maintains a ratio of Tier 1 capital to average total assets of more than 9%.An insured depository institution that has not elected to use the CBLR framework would be considered to be “well capitalized” if it has a common equity Tier 1 risk-based capital ratio of 6.5% or greater, a Tier 1 risk-based capital ratio of 8% or greater, a total risk-based capital ratio of 10% or greater, and a leverage ratio of 5% or greater, and is not subject to any order or written directive by its primary regulator to meet and maintain a specific capital level for any capital measure.
The Federal Deposit Insurance Act prohibits an insured bank from accepting brokered deposits or offering interest rates on any deposits significantly higher than the prevailing rate in the bank’s normal market area or nationally (depending upon where the deposits are solicited) unless it is “well-capitalized,” or is “adequately capitalized” and has received a waiver from the FDIC. A bank that is “adequately capitalized” and that accepts brokered deposits under a waiver from the FDIC may not pay an interest rate on any deposit in excess of 75 basis points over certain prevailing market rates. There are no such restrictions on a bank that is “well-capitalized.”
At December 31, 2023 and 2022, BancPlus exceeded the minimum CBLR requirement, maintaining a ratio of Tier 1 capital to average total consolidated assets equal to 10.02% and 10.01%, respectively, and was “well-capitalized” for prompt corrective action purposes based on its CBLR.
Under a December 2018 final rule, banking organizations may elect to phase in the regulatory capital effects of the current expected credit losses (“CECL”) model, the new accounting standard for credit losses, over three years. The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) permitted financial institutions to defer temporarily the use of CECL. In a related action, the joint federal bank regulatory agencies issued an interim final rule effective March 31, 2020, that allowed banking organizations that implemented CECL in 2020 to elect to mitigate the effects of the CECL accounting standard on their regulatory capital for two years. This two-year delay is in addition to the three-year transition period that the agencies had already made available in December 2018. BancPlus and BankPlus elected to defer the regulatory capital effects of CECL in accordance with the interim final rule, and not to apply the deferral of CECL available under the CARES Act. Under the regulations, BancPlus is required to begin the three-year transition in the first fiscal year it has adopted CECL, which for BancPlus was 2023. As a result, the regulatory capital impact of BancPlus’ adoption of CECL is being phased in from January 1, 2023 through December 31, 2025.
Transactions with Affiliates and Insiders, Tying Arrangements, and Lending Limits
BankPlus is subject to certain restrictions in its dealings with BancPlus and its affiliates. Transactions between banks and any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act as implemented by Regulation W, which the Federal Deposit Insurance Act makes applicable to a state non-member bank like BankPlus in the same manner and to the same extent as if it were a member bank. An affiliate of a bank typically is any company or entity that controls or is under common control with the bank, including the bank’s parent holding company and non-bank subsidiaries of that holding company. Some but not all subsidiaries of a bank may be exempt from the definition of an affiliate. Generally, Sections 23A and 23B (i) limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the bank’s capital stock and surplus, and limit the aggregate of all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus and (ii) require that all such transactions and certain other transactions be on terms substantially the same, or at least as favorable to the bank or subsidiary, as those that would be provided to a non-affiliate. The term “covered transaction” includes the making of a loan to an affiliate, the purchase of assets from an affiliate, the issuance of a guarantee on behalf of an affiliate, and several other types of transactions. Extensions of credit to an affiliate usually must be over-collateralized.
Under Section 22 of the Federal Reserve Act, as implemented by the Federal Reserve’s Regulation O, which FDIC regulations make applicable to a state non-member bank like BankPlus in the same manner and to the same extent as if it were a member bank, restrictions also apply to extensions of credit by a bank to its executive officers, directors, principal shareholders, and their related interests, and to similar individuals at the holding company or affiliates. In general, such extensions of credit (i) may not exceed certain dollar limitations, (ii) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties, and (iii) must not involve more than the normal risk of repayment or present other unfavorable features. Certain extensions of credit to these insiders also require the approval of the bank’s board of directors. Additionally, the Federal Deposit Insurance Act limits asset sales and purchases between a bank and its insiders.
Under anti-tying rules of federal law, a bank may not extend credit, lease, sell property, or furnish any service or fix or vary the consideration for them on the condition that (i) the customer obtain or provide some additional credit, property, or service from or to the bank or its holding company or their subsidiaries (other than those related to and usually provided in connection with a loan, discount, deposit, or trust service) or (ii) the customer not obtain some other credit, property, or service from a competitor, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. The federal banking agencies have, however, allowed banks to offer combined-balance products, and otherwise to offer more favorable terms if a company’s registrationcustomer obtains two or more traditional bank products. The law authorizes the Federal Reserve to grant additional exceptions by regulation or order.
Under Mississippi law, a state bank is generally prohibited from making loans or other extensions of credit to any one borrower in an amount exceeding 20% of the aggregate unimpaired capital and unimpaired surplus of the bank. The limit on loans and
extensions of credit applicable to any one counterparty must take into consideration credit exposure arising from derivative transactions between the bank and the counterparty.
Reserves
Pursuant to regulations of the Federal Reserve, an insured depository institution must maintain reserves against its transaction accounts. Because required reserves generally must be maintained in the form of vault cash, with a pass-through correspondent bank, or in the institution’s account at a Federal Reserve Bank, the effect of the reserve requirement may be to reduce the amount of an institution’s assets available for lending or investment. During 2020, in response to the COVID-19 pandemic, the Federal Reserve reduced all reserve requirement ratios to zero. The Federal Reserve indicated that it may adjust reserve requirement ratios in the future if conditions warrant.
FDIC Insurance Assessments
BankPlus’ deposits are insured by the DIF to the maximum extent permitted by law. BankPlus is required to pay quarterly premiums, known as assessments, for this deposit insurance coverage. The FDIC uses a risk-based assessment system that imposes insurance premiums as determined by multiplying an insured bank’s assessment base by its assessment rate. A bank’s deposit insurance assessment base is generally equal to its total assets minus its average tangible equity during the assessment period. A bank’s regular assessments are determined within a range of base assessment rates based in part on its CAMELS composite rating, taking into account other factors and adjustments. The CAMELS rating system is a supervisory rating system developed to classify a bank’s overall condition by taking into account capital adequacy, assets, management capability, earnings, liquidity, and sensitivity to market and interest rate risk. The methodology that the FDIC uses to calculate assessment amounts is also based on the FDIC’s designated DIF reserve ratio, which is currently 2%. Under the current methodology, a bank’s assessment rates are based on an initial base assessment rate of 5 to 32 cents per $100 of the assessment base, subject to certain adjustments, and, for a bank of BankPlus’ size, may range from 2.5 to 32 cents after applying adjustments.
On November 29, 2023, the FDIC issued a final rule that imposes a special deposit insurance assessment on insured depository institutions in order to recover losses that the DIF has incurred in the receiverships of Silicon Valley Bank and Signature Bank. The rule requires the payment of the special assessment over eight quarterly assessment periods beginning in the first quarter of 2024, subject to adjustments if the total amount collected is insufficient to cover the DIF’s costs. Each quarterly special assessment is equal to 3.36 basis points (0.0336%) of the amount of an institution’s estimated uninsured deposits that exceeded $5 billion as of December 31, 2022.As of December 31, 2022, BankPlus’ estimated amount of uninsured deposits was approximately $1.5 billion, and therefore, BankPlus is not required to pay any amount of the special assessment.
The FDIC may terminate the deposit insurance of any insured depository institution, including BankPlus, if the FDIC determines after a hearing that the institution has engaged or is engaging in unsafe or unsound banking practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order, or any condition imposed by an agreement with the FDIC. The FDIC also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. Management is not aware of any existing circumstances that would result in termination of BankPlus’ deposit insurance.
Branching
As of December 31, 2023, BankPlus has branch offices in Mississippi, Alabama, Louisiana, and Florida. Current federal law generally authorizes interstate acquisitions of banks and bank holding companies without geographic limitation, so long as the acquirer satisfies certain conditions, including that it is “well capitalized” and “well managed.” Furthermore, a “well capitalized” and “well managed” bank with its main office in one state is generally authorized to merge with a bank with its main office in another state, subject to certain deposit-percentage limitations, aging requirements, and other restrictions. After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law. In addition, as a result of the Dodd-Frank Act, banks may establish de novo branches across state lines, subject to capital, management, and community reinvestment standards, and other restrictions.
Community Reinvestment Act
The Community Reinvestment Act (“CRA”) requires federal bank regulatory agencies to encourage financial institutions to meet the credit needs of low- and moderate-income borrowers in their local communities. The agencies periodically examine the CRA performance of each of the institutions for which they are the primary federal regulator, and assign one of four ratings: Outstanding, Satisfactory, Needs to Improve, or Substantial Noncompliance. In order for an insured depository institution and its parent holding company to take advantage of certain regulatory benefits, such as expedited processing of applications and the ability of the holding company to engage in new financial activities, the insured depository institution must maintain a rating of
Outstanding or Satisfactory. An institution’s size and business strategy determines the type of examination that it will receive. The FDIC evaluates BankPlus as a large, retail-oriented institution and applies performance-based lending, investment, and service tests. In its most recent CRA evaluation, as of March 22, 2021, BankPlus was rated “Outstanding.”
On October 24, 2023, the federal bank regulatory agencies issued a final rule amending their CRA regulations, substantially revising how they evaluate an insured depository institution’s record of satisfying the credit needs of its entire communities, including low- and moderate-income individuals and neighborhoods. Under the final rule, it may be more challenging and/or costly for the Bank to achieve an Outstanding or Satisfactory CRA rating. Institutions with assets of at least $2 billion, such as BankPlus, will be considered large banks and their retail lending, retail services and products, community development financing, and community development services will be subject to periodic evaluation. Depending on a large bank’s geographic distribution of lending, the evaluation of retail lending may include assessment areas in which the bank extends loans but does not operate any deposit-taking facilities, in addition to assessment areas in which the bank has deposit taking facilities. Most of the final rule’s new requirements are applicable beginning January 1, 2026. The remaining new requirements, including data reporting requirements, are applicable on January 1, 2027. On February 5, 2024, a number of banking industry trade associations, along with national and local Chambers of Commerce, filed a lawsuit in Federal District Court in the Northern District of Texas against the Federal Reserve, FDIC and Office of the Comptroller of the Currency asserting that the agencies exceeded their statutory authority and acted arbitrarily and capriciously with their amendments to CRA regulations. The lawsuit asks the court to vacate the final regulation. The plaintiffs are also seeking a preliminary injunction to stop the final regulation from taking effect while the court decides the merits of the case.
Consumer Protection Laws
BankPlus is subject to a number of federal and state laws designed to protect customers and promote lending to various sectors of the economy and population. These consumer protection laws apply to a broad range of our activities and to various aspects of our business, and include laws relating to interest rates, fair lending, disclosures of credit terms and estimated transaction costs to consumer borrowers, debt collection practices, the use of and the provision of information to consumer reporting agencies, and the prohibition of unfair, deceptive, or abusive acts or practices in connection with the offer, sale, or provision of consumer financial products and services. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, and their state law counterparts.
Because BankPlus has assets of not more than $10 billion, its primary federal regulator, the FDIC, examines and enforces BankPlus’ compliance with consumer financial protection laws. However, the Consumer Financial Protection Bureau (“CFPB”) has rulemaking authority, including with respect to prohibiting unfair, deceptive or abusive acts or practices, that affects banks of any size. Additionally, the CFPB may participate in examinations of banks with not more than $10 billion in assets on a “sampling basis” and may refer potential enforcement actions against such banks to their primary federal regulators.
Violations of applicable consumer protection laws can result in significant potential liability, including actual damages, restitution, and injunctive relief, from litigation brought by customers, state attorneys general, and other plaintiffs, as well as enforcement actions by banking regulators and reputational harm.
Financial Privacy and Cybersecurity
Under the Gramm-Leach-Bliley Act, a financial institution must provide to its customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information. The Gramm-Leach-Bliley Act also provides that, with certain limited exceptions, an institution may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided, and the customer is given the opportunity to opt out of such disclosure. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.
In addition, the SEC recently enacted rules, effective as of December 18, 2023, requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance.
The federal banking agencies pay close attention to the cybersecurity practices of banks, and the agencies include review of an institution’s information technology and its ability to thwart cyberattacks in their examinations. An institution’s failure to have adequate cybersecurity safeguards in place can result in supervisory criticism, monetary penalties, and/or reputational harm.
Anti-Money Laundering and Sanctions Compliance
The Bank Secrecy Act, the USA PATRIOT Act of 2001 and other federal laws and regulations require financial institutions to, among other things, institute and maintain an effective anti-money laundering (“AML”) program. Under these laws and regulations, BankPlus is required to take steps to prevent the use of BankPlus to facilitate the flow of illegal or illicit money, to report large currency transactions, and to file suspicious activity reports. In addition, BankPlus is required to develop and implement a comprehensive AML compliance program, as well as have in place appropriate “know your customer” policies and procedures.
The Financial Crimes Enforcement Network of the U.S. Department of the Treasury, in addition to other bank regulatory agencies, is authorized to impose significant civil money penalties for violations of these requirements, and has recently engaged in coordinated enforcement efforts with state and federal banking regulators, in addition to the U.S. Department of Justice, the CFPB, the Drug Enforcement Administration and the Internal Revenue Service. Violations of AML requirements can also lead to criminal penalties. In addition, the federal banking agencies are required to consider the effectiveness of a financial institution’s AML activities when reviewing proposed bank mergers and bank holding company acquisitions.
The Office of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury is responsible for administering economic sanctions that affect transactions with designated foreign countries, foreign nationals, and others, as defined by various Executive Orders and in various pieces of legislation. OFAC publishes lists of persons, organizations, and countries suspected of aiding, harboring, or engaging in terrorist acts. If BancPlus or BankPlus find a name on any transaction, account, or wire transfer that is on an OFAC list, BancPlus or BankPlus must freeze or block such account or transaction, file a suspicious activity report, and notify the appropriate authorities. Failure to comply with these sanctions could have serious legal and reputational consequences.
BancPlus and BankPlus maintain policies, procedures, and other internal controls designed to comply with these AML requirements and sanctions programs.
Federal Home Loan Bank System
BancPlus is a member of the Federal Home Loan Bank (“FHLB”) of Dallas, which is one of 11 regional FHLBs that administer the home financing credit function of banking institutions. Each FHLB is funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system, and makes advances to members in accordance with policies and procedures established by the Board of Directors of the FHLB and subject to the oversight of the Federal Housing Finance Agency. All advances from an FHLB are required to be fully secured by sufficient collateral as determined by the FHLB. In addition, all long-term advances are required to provide funds for residential home financing.
Real Estate Lending Evaluations
The federal regulators have adopted uniform standards for evaluations of loans secured by real estate or made to finance improvements to real estate. Banks are required to establish and maintain written internal real estate lending policies consistent with safe and sound banking practices, and appropriate to the size of the institution and the nature and scope of its operations. The regulations establish loan-to-value ratio limitations on real estate loans. BancPlus’ loan policies establish limits on loan-to-value ratios that are equal to or less than those established in such regulations.
Commercial Real Estate Concentrations
Under guidance issued by the federal banking regulators, a financial institution will be considered to have a significant commercial real estate (“CRE”) concentration risk, and will be subject to enhanced supervisory expectations to manage that risk, if (i) total reported loans for construction, land development, and other land (“C&D”) represent 100% or more of the institution’s total capital, or (ii) total CRE loans represent 300% or more of the institution’s total capital, and the outstanding balance of the institution’s CRE loan portfolio has increased by 50% or more during the prior 36 months.
As of December 31, 2023, BancPlus’ total C&D loans (as defined in the guidance) as a percentage of capital totaled 91.0% and its total CRE loans (as defined in the guidance) as a percentage of capital totaled 290.2%.
Small Business Lending Data Collection Rule
On March 30, 2023, the Consumer Financial Protection Bureau (the “CFPB”) finalized a rule under section 1071 of the Dodd-Frank Act requiring lenders to collect and report data regarding small business lending activity.BancPlus is evaluating the impact of the new rule. The rule was scheduled to take effect on August 29, 2023, and would have required compliance by
October 1, 2024, April 1, 2025, or January 1, 2026, depending on the number of covered small business loans that a covered lender originates.
On July 31, 2023, the U.S. District Court for the Southern District of Texas enjoined the CFPB from implementing and enforcing the rule with respect to American Bankers Association members, which include the Company, pending the U.S. Supreme Court's consideration of the constitutionality of the CFPB’s funding structure in a separate case.
Third Party Risk Management Guidance
On June 6, 2023, the FDIC, the Federal Reserve and the OCC issued final guidance providing sound principles that support a risk-based approach to third-party risk management. BancPlus does not believe that this guidance requires material changes to its practices.
ITEM 1A. RISK FACTORS
Certain factors may have an adverse effect on our business, financial condition or results of operations. You should carefully consider the following risks, together with all of the other information contained in this Annual Report on Form 10-K, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. Any of the following risks could have an adverse effect on our business, financial condition or results of operations and could cause the value of our common stock to decline, which would cause you to lose all or part of your investment. Our business, financial condition or results of operations could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.
Risk Factors Summary
The most significant risks that may have an adverse effect on our business, financial condition or results of operations are summarized below.
•We are subject to conditions in the financial markets and economic conditions in general.
•Our business and operations are concentrated in the Mississippi, Alabama, Louisiana, and Florida markets, and we are sensitive to adverse changes in the local economy and lower growth rates in that region.
•The concentration of small to medium-sized businesses to which we lend may be more vulnerable to adverse business developments, which may impair our borrowers’ ability to repay loans.
•Our loan portfolio contains a number of large loans to certain borrowers, and a deterioration in the financial condition of any of these borrowers could have a significant adverse impact on our asset quality.
•Because a significant portion of our loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing our real estate loans and result in loan and other losses.
•We are subject to the various risks associated with our banking business and operations, including, among others, credit, market, liquidity, interest rate and compliance risks, which may have an adverse effect on our business, financial condition or results of operations if we are unable to manage such risks.
•We face significant competition to attract and retain customers, which could impair our growth, decrease our profitability or result in loss of market share.
•New activities and expansion require regulatory approvals, and failure to obtain them or failure by BankPlus to perform satisfactorily on its CRA evaluations may restrict BancPlus’ growth.
•We operate in a highly regulated industry, and the current regulatory framework and any future legislative and regulatory changes may have an adverse effect on our business, financial condition or results of operations.
•We are subject to regulatory requirements, including stringent capital requirements, consumer protection laws, and anti-money laundering laws, and failure to comply with these requirements could have an adverse effect on our business, financial condition or results of operations.
Market Risks
BancPlus’ business, financial condition or results of operations may be adversely affected by conditions in the financial markets and economic conditions in general.
BancPlus’ business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the United States. The business environment in which BancPlus operates has been impacted by the effects of worldwide
macroeconomic uncertainty. Economic concerns persist as a result of economic conditions domestically and in foreign countries, including global political hostilities, cumulative weight of uncertainty regarding the potential economic impact of geopolitical developments, such as the conflicts in Ukraine and the Middle East, inflation, the consequences of bank failures and other economic and industry volatility as well as the increasing amount of United States sovereign debt. Inflation has become elevated, reflecting lingering supply and demand imbalances that began during the COVID-19 pandemic, supply chain issues, higher energy prices and broader price pressures. Doubts surrounding the near-term direction of global markets, and the potential impact of these trends on the United States economy, are expected to persist for the near term. Strategic risk, including threats to business models from rising interest rates and modest economic growth, remains high. Management’s ability to plan, prioritize and allocate resources in this new environment will be critical to BancPlus’ ability to sustain earnings that will attract capital.Because of the complexities presented by current economic conditions, management will continue to be challenged in identifying alternative sources of revenue, prudently diversifying assets, liabilities and revenue and effectively managing the costs of compliance.
Market interest rates rose during 2022 and 2023 after an extended period at historical lows. As interest rates rise, so do competitive pressures on the deposit cost of funds. This has been exacerbated by bank failures and the resulting heightened competition for deposits, which has also affected the interest that BancPlus pays on deposits. Conversely, declines in interest rates exert pressure on the net interest margin of BancPlus (as well as its competitors) through reduced rates on interest-earning assets. It is not possible to predict the pace and magnitude of changes to interest rates, or the impact rate changes will have on BancPlus’ business, financial condition or results of operations.
It is difficult to predict the extent to which these challenging economic conditions will persist or whether recent progress in the economic recovery will instead shift to the potential for further decline. If the economy does weaken in the future, it is uncertain how BancPlus’ business would be affected and whether BancPlus would be able successfully to mitigate any such effects on its business. Accordingly, these factors in the global and the United States economies could have an adverse effect on BancPlus’ business, financial condition or results of operations.
BancPlus may be adversely affected by the soundness of other financial institutions.
BancPlus’ ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty and other relationships. BancPlus has exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks and other financial intermediaries. In addition, BancPlus participates in loans originated by other institutions and syndicated transactions (including shared national credits) in which other lenders serve as the lead bank. Moreover, BancPlus may be adversely affected by the soundness of other financial institutions even when it is not directly exposed to those institutions. For example, the failures of Silicon Valley Bank, Signature Bank, and First Republic Bank in 2023 resulted in significant disruption in the financial services industry and negative media attention, which has also adversely impacted the volatility and market prices of the securities of financial institutions and resulted in outflows of deposits for many financial institutions. Defaults by, declines in the financial condition of, or even rumors or questions about, one or more financial institutions, financial service companies or the financial services industry generally, may lead to difficulties related to liquidity, asset quality or other problems and could lead to losses or defaults by BancPlus or by other institutions. These problems, losses or defaults could have an adverse effect on BancPlus’ business, financial condition or results of operations.
The geographic concentration of BancPlus’ markets in Mississippi, Alabama, Louisiana, and Florida makes BancPlus more susceptible to adverse changes in the local economy and natural disasters such as tornadoes and flooding and other catastrophic events, including climate change.
Unlike larger financial institutions that are more geographically diverse, BancPlus is primarily a Mississippi banking franchise with locations in Alabama, Louisiana, and Florida. As of December 31, 2023, most of BancPlus’ total loans (by dollar amount) were made to borrowers who reside or conduct business in the Mississippi, Alabama, Louisiana, and Florida markets, and substantially all of BancPlus’ real estate loans are secured by properties located in these markets. A deterioration in local economic conditions or in the residential or commercial real estate markets could have an adverse effect on the quality of BancPlus’ portfolio, the demand for its products and services, the ability of borrowers to timely repay loans and the value of the collateral securing loans. If the population, employment or income growth in any of BancPlus’ markets is negative or slower than projected, income levels, deposits and real estate development could be adversely impacted. Some of BancPlus’ larger competitors that are more geographically diverse may be better able to manage and mitigate risks posed by adverse conditions impacting only local or regional markets. For these reasons, any regional or local economic downturn could have an adverse effect on BancPlus’ business, financial condition or results of operations.
Further, the markets where a significant portion of BancPlus’ business is generated from have been, and may continue to be, susceptible to damage by major seasonal flooding, tornadoes, hurricanes and other natural disasters and adverse weather, as well as public health crises and other catastrophic events, including the effects of climate change. Natural disasters, public health
crises, or other catastrophic events can disrupt BancPlus’ operations, cause widespread property damage, and severely depress the local economies in which it operates. Additionally, acts of war or terrorism, civil unrest, public health crises and other adverse external events could have a significant impact on BancPlus’ business, financial condition or results of operations. If the economies in BancPlus’ primary markets experience an overall decline as a result of a natural disaster, adverse weather, the effects of climate change, a public health crisis or other catastrophic or adverse external event, demand for loans and BancPlus’ other products and services could be reduced. In addition, the rates of delinquencies, foreclosures, bankruptcies and credit losses may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be adversely affected by a disaster. Natural or man-made disasters, public health crises or other catastrophic events, including the effects of climate change, could, therefore, result in decreased revenue and credit losses that could have an adverse effect on BancPlus’ business, financial condition or results of operations.
Risks Related to Our Business
The concentration of small to medium-sized businesses to which BancPlus lends may be more vulnerable to adverse business developments, which may impair BancPlus’ borrowers’ ability to repay loans.
BancPlus focuses its business development and marketing strategy primarily on small to medium-sized businesses. Small to medium-sized businesses frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair a borrower’s ability to repay a loan. In addition, the success of a small or medium-sized business often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have an adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which BancPlus operates and small to medium-sized businesses are adversely affected, or BancPlus’ borrowers are otherwise harmed by adverse business developments, this, in turn, could have an adverse effect on its business, financial condition or results of operations.
BancPlus’ loan portfolio contains a number of large loans to certain borrowers, and a deterioration in the financial condition of any of these borrowers could have a significant adverse impact on its asset quality.
BancPlus’ growth over the past several years has been partially attributable to its ability to originate and retain relatively large loans given its asset size. As of December 31, 2023, BancPlus’ 20 largest borrowing relationships represented 8.58% of its total outstanding loan portfolio, including mortgage loans held for sale, and 10.80% of its total commitments to extend credit. Along with other risks inherent in BancPlus’ loans, such as the deterioration of the underlying businesses or property securing these loans, the larger size of these loans presents a risk to its lending operations. If any of its largest borrowers become unable to repay their loan obligations as a result of economic or market conditions or personal circumstances, BancPlus’ nonperforming loans and its provision for credit losses could increase significantly, which could have an adverse effect on its business, financial condition or results of operations.
BancPlus faces significant competition to attract and retain customers, which could impair its growth, decrease its profitability or result in loss of market share.
BancPlus operates in the highly competitive banking industry and in very competitive markets and faces significant competition for customers from bank and non-bank competitors, particularly regional institutions, in originating loans, attracting deposits and providing other financial services. BancPlus’ competitors are generally larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints than BancPlus does. Because of their scale, many of these competitors can be more aggressive than BancPlus can be on loan and deposit pricing. Also, many of BancPlus’ non-bank competitors have fewer regulatory constraints and may have lower cost structures. BancPlus expects competition to continue to intensify due to financial institution consolidation, legislative, regulatory and technological changes and the emergence of alternative banking sources.
BancPlus’ ability to compete successfully will depend on a number of factors, including, among others:
•its ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets;
•its scope, relevance and pricing of products and services offered to meet customer needs and demands;
•the rate at which it introduces new products and services relative to its competitors;
•customer satisfaction with its level of service;
•its ability to expand its market position;
•its ability to successfully integrate acquisitions or realize anticipated benefits from acquisitions;
•industry and general economic trends; and
•its ability to keep pace with technological advances and to invest in new technology.
Increased competition could require BancPlus to increase the rates it pays on deposits or lower the rates it offers on loans, which could reduce its profitability. BancPlus’ failure to compete effectively in its primary markets could cause it to lose market share and could have an adverse effect on its business, financial condition or results of operations.
Credit, Liquidity and Capital Risks
BancPlus is subject to credit risk, and may not be able to adequately measure and limit its credit risk, which could lead to unexpected losses.
As a lender, BancPlus is exposed to the risk that the principal of, or interest on, a loan will not be repaid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover its outstanding exposure. In addition, BancPlus is exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors, including local market conditions and general economic conditions. Many of BancPlus’ loans are made to small to medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers. BancPlus’ risk management practices, such as monitoring the concentration of its loans within specific industries and markets and its credit approval, review and administrative practices may not adequately assess and reduce credit risk, and BancPlus’ credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with BancPlus’ loan portfolio may result in unexpected losses and adversely affect its business, financial condition or results of operations.
A lack of liquidity could impair BancPlus’ ability to fund operations.
Liquidity is essential to BancPlus’ business, and BancPlus monitors its liquidity and manages its liquidity risk at the BancPlus and BankPlus levels. BancPlus relies on its ability to generate deposits and effectively manage the repayment and maturity schedules of its loans and investment securities, respectively, to ensure that it has adequate liquidity to fund its operations. An inability to raise funds through deposits, borrowings, the sale of BancPlus’ investment securities, the sale of loans, and other sources could have a substantial negative effect on BancPlus’ liquidity. BancPlus’ most important source of funds is deposits, and its future growth will largely depend on its ability to retain and grow its deposit base. Deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside of BancPlus’ control, such as increasing competitive pressures for deposits, including when customers perceive alternative investments as providing a better risk/return tradeoff, changes in interest rates and returns on other investment classes, customer perceptions of BancPlus’ financial health and general reputation, or a loss of confidence by customers in BancPlus or the banking sector generally, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current customer deposits or attract additional deposits. If customers move money out of bank deposits and into other investments such as money market funds, BancPlus would lose a relatively low-cost source of funds, increasing its funding costs and reducing its net interest income and net income.
Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities. BankPlus also has the ability to borrow from the FHLB and the Federal Reserve Bank of St. Louis, which provides it access to a secondary source of funds. BancPlus may also borrow funds from third-party lenders, such as other financial institutions. An additional source of funds is the proceeds from the issuance and sale of BancPlus’ equity and debt securities to investors. BancPlus’ access to funding sources in amounts adequate to finance or capitalize its activities, or on terms that are acceptable to it, could be impaired by factors that affect BancPlus directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry. BancPlus’ access to funding sources could also be affected by a decrease in the level of its business activity as a result of a downturn in its primary market area or by one or more adverse regulatory actions against it.
Any decline in available funding could adversely impact BancPlus’ ability to originate loans, invest in securities, meet its expenses, or fulfill obligations such as repaying its borrowings or meeting deposit withdrawal demands, any of which could have an adverse impact on its liquidity and could, in turn, have an adverse effect on its business, financial condition or results of operations. In addition, because BancPlus’ primary asset at the holding company level is BankPlus, BancPlus’ liquidity at the holding company level depends primarily on its receipt of dividends from BankPlus. If BankPlus is unable to pay dividends to BancPlus for any reason, BancPlus may be unable to satisfy its holding company level obligations, which include funding operating expenses, debt service and dividends.
Interest rate shifts could reduce net interest income.
Like most financial institutions, BancPlus’ earnings depend to a great extent upon the level of its net interest income, or the difference between the interest income it earns on loans, investments and other interest earning assets, and the interest it pays on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or decrease BancPlus’ net interest income depending on the make-up of its assets and liabilities. When interest-bearing liabilities mature or reprice more quickly or to a greater degree than interest earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. As of December 31, 2023, 30.40% of BancPlus’ interest earning assets and 37.00% of its interest-bearing liabilities were variable rate. These percentages of variable rate balances, as well as the terms of BancPlus’ fixed rate interest-bearing balances, resulted in a slightly liability sensitive balance sheet as December 31, 2023. Assuming a stable product mix, no change in customer behavior, no change in yield curve and stability of related items, BancPlus’ net interest income would decrease with rising interest rates and increase with falling interest rates.
Additionally, an increase in interest rates may, among other things, reduce the demand for loans, decrease loan repayment rates, and increase early withdrawals on term deposits. In contrast, a decrease in the general level of interest rates could affect BancPlus through, among other things, increased prepayments on its loan portfolio, and its cost of funds may not fall as quickly as yields on earning assets. The Federal Reserve raised interest rates in 2022 and 2023, and future changes to its monetary policy and the timing of them are not certain. BancPlus’ asset-liability management strategy may not be effective in mitigating exposure to the risks related to changes in market interest rates.
Because a significant portion of BancPlus’ loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing BancPlus’ real estate loans and result in loan and other losses.
Real estate values in BancPlus’ markets have experienced periods of fluctuation over the last several years, and recovery from declines in value has been slow and uneven and illiquidity of real estate holdings has increased. The market value of real estate can fluctuate significantly in a short period of time. As of December 31, 2023, $5.26 billion, or 86.5%, of BancPlus’ total loan portfolio was comprised of loans with real estate as a primary component of collateral. Adverse changes affecting real estate values and the liquidity of real estate in one or more of BancPlus’ markets could increase the credit risk associated with its loan portfolio, and could result in losses that adversely affect its business, financial condition or results of operations. Negative changes in the economy affecting real estate values and liquidity in BancPlus’ market areas could significantly impair the value of property pledged as collateral on loans and affect its ability to sell the collateral upon foreclosure without additional loss. Collateral may have to be sold for less than the outstanding balance of the loan, which could result in losses on such loans. Further, if real estate values decline, it is also more likely that BancPlus would be required to increase its allowance for credit losses. Such events could have an adverse effect on BancPlus’ business, financial condition or results of operations.
In particular, as of December 31, 2023, BankPlus and BancPlus’ wholly owned subsidiary, Oakhurst Development, Inc. (“Oakhurst”), carry an aggregate of $2.4 million in other real estate owned (“OREO”) acquired by foreclosure or otherwise in satisfaction of debts previously contracted. Although foreclosures and acquisitions of OREO are expected, negative changes in the economy affecting real estate values and the liquidity of real estate in BancPlus’ market areas could force BancPlus to foreclose upon collateral, which could significantly impair the value of property carried in its OREO accounts, increase the loss associated with OREO and affect BancPlus’ ability to sell such real estate without additional loss. Further, as of December 31, 2023, BancPlus’ commercial real estate loans totaled $3.40 billion, or 55.9%, of its total loan portfolio. These loans expose BancPlus to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate because there are fewer potential purchasers of the collateral. Additionally, commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on commercial real estate loans may be larger on a per loan basis than those incurred with BancPlus’ residential or consumer loan portfolios. Unexpected deterioration in the credit quality of BancPlus’ commercial real estate loan portfolio would require it to increase its provision for credit losses, which would reduce its profitability and could adversely affect its business, financial condition or results of operations.
Finally, since BancPlus may be forced to foreclose on the collateral and own the underlying real estate, BancPlus may be subjected to the costs and potential risks associated with the ownership of the real property. BancPlus’ inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of OREO, could have an adverse effect on its business, financial condition or results of operations.
BancPlus may be required to repurchase mortgage loans in some circumstances, which could diminish its liquidity.
Historically, BancPlus has originated its mortgage loans for sale in the secondary market. When mortgage loans are sold in the secondary market, BancPlus is required to make customary representations and warranties to the purchasers about the mortgage loans and the manner in which they were originated. The mortgage loan sale agreements require BancPlus to repurchase or
substitute mortgage loans or indemnify buyers against losses, in the event it breaches these representations and warranties. In addition, BancPlus may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. If repurchase and indemnity demands increase and such demands are valid claims, BancPlus’ liquidity could diminish, which could have an adverse effect on its business, financial condition or results of operations. During 2023 and 2022 BancPlus was not required to repurchase any material amount of mortgage loans sold into the secondary market.
BancPlus’ allowance for credit losses may prove to be insufficient to absorb losses inherent in its loan portfolio, which could have an adverse effect on its business, financial condition or results of operations.
BancPlus’ experience in the banking industry indicates that some portion of its loans will not be fully repaid in a timely manner or at all. Accordingly, BancPlus maintains an allowance for credit losses that represents management’s judgment of probable losses and risks inherent in its loan portfolio. The level of the allowance reflects management’s continuing evaluation of general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. The determination of the appropriate level of the allowance for credit losses is inherently highly subjective and requires BancPlus to make significant estimates of and assumptions regarding current credit risks and future trends, all of which may undergo material changes. As of December 31, 2023, BancPlus’ allowance for credit losses was $65.9 million. Inaccurate management assumptions, continued deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, temporary modifications, loan forgiveness, automatic forbearance and other factors, both within and outside of BancPlus’ control, may require it to increase its allowance for credit losses. In addition, federal and state banking regulators, as an integral part of their periodic examination, review the adequacy of BancPlus’ allowance for credit losses and may direct it to make additions to the allowance based on their judgments about information available to them at the time of their examination. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for credit losses, BancPlus may need additional provision for credit losses to restore the adequacy of its allowance for credit losses. If BancPlus is required to materially increase its level of allowance for credit losses for any reason, such increases could have an adverse effect on its business, financial condition or results of operations.
BancPlus is dependent upon significant noninterest income, including deposit fees, some of which are under continual review by federal regulators and Congress.
As of December 31, 2023, BancPlus’ noninterest income, including service charges on deposits, totaled $69.8 million and constituted 16.0% of total revenue. BancPlus’ transaction account deposit base generates a significant contribution to its noninterest income through service charges on deposit accounts, largely in the form of overdraft fees, non-sufficient fund fees, and other deposit related service charges. BankPlus offers a discretionary overdraft service and many of BancPlus’ deposit customers elect to use this service, which will generate overdraft fees when the service is accessed. Such programs are under continual scrutiny by federal bank regulators as well as consumer rights groups. While BancPlus continually adjusts to comply with industry best practices, federal bank regulators or Congress could impose additional restrictions on these programs, which could reduce fees on the products offered. Because BancPlus derives a significant portion of its revenues from noninterest income, a reduction in such fees could have an adverse impact on its business, financial condition or results of operations. On January 24, 2024, the CFPB proposed a rule that would prohibit charging non-sufficient fund fees for transactions that are immediately declined. On January 17, 2024, the CFPB proposed a rule that would limit the overdraft fees that can be charged by banks with more than $10 billion in assets.
If BancPlus were to lose its status as a Community Development Financial Institution (“CDFI”), its ability to obtain grants and awards as a CDFI like those it has received in the past may be diminished or lost.
A portion of BancPlus’ community development business has historically been augmented by its status as a CDFI. CDFI status increases the potential for receiving grants and awards that, in turn, enable a financial institution to increase the level of community development financial services that it provides to communities. In the event BancPlus does not meet one or more of the annual recertification criteria, the CDFI Fund, in its sole discretion, may provide an opportunity for BancPlus to cure deficiencies prior to issuing a notice of termination of certification. From 2014 through the current period, BancPlus has received an aggregate of $14.1 million in grants made possible due to its status as a CDFI. Additionally, from time to time the CDFI Fund considers changes to the CDFI eligibility criteria, including through a request for public comment on changes to CDFI certification policies. Any loss of BancPlus’ status as a CDFI, and the resulting inability to obtain certain grants and awards received in the past, could have an adverse effect on BancPlus’ business, financial condition or results of operations.
The fair value of BancPlus’ investment securities can fluctuate due to factors outside of its control.
As of December 31, 2023, the fair value of BancPlus’ portfolio of available for sale investment securities was approximately $856.0 million, which included a net unrealized loss of approximately $41.4 million. Factors beyond BancPlus’ control can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions, defaults by the issuer, changes in market interest rates and instability in the capital markets. Many factors could cause realized or
unrealized losses in future periods. The process for determining when an allowance for credit losses on securities is necessary often requires complex, subjective judgments about whether there has been a significant deterioration in the financial condition of the issuer, whether management has the intent or ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value, the future financial performance and liquidity of the issuer and any collateral underlying the security, and other relevant factors.
Operational Risks
BancPlus’ risk management framework may not be effective in mitigating risks associated with new or existing lines of business and/or losses to BancPlus.
BancPlus’ risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which it is subject, including, among others, credit, market, liquidity, interest rate, cybersecurity and compliance. BancPlus’ framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Its risk management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss. If its risk management framework is not effective, BancPlus could suffer unexpected losses and its business, financial condition or results of operations could be adversely affected. BancPlus may also be subject to potentially adverse regulatory consequences.
BancPlus is dependent on the use of data and modeling in its management’s decision-making, and faulty data or modeling approaches could negatively impact its decision-making ability or possibly subject it to regulatory scrutiny in the future.
The use of statistical and quantitative models and other quantitative analyses is endemic to bank decision-making, and the employment of such analyses is becoming increasingly widespread in BancPlus’ operations. Liquidity stress testing, interest rate sensitivity analysis, and the identification of possible violations of anti-money laundering regulations are all examples of areas in which BancPlus is dependent on models and the data that underlie them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While BancPlus is not currently subject to regulatory stress testing requirements, it currently utilizes stress testing for internal capital, credit and liquidity purposes and anticipates that model-derived testing may become more extensively implemented by regulators in the future.
BancPlus anticipates data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While BancPlus believes these quantitative techniques and approaches improve its decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact BancPlus’ decision-making ability or, if it becomes subject to regulatory stress-testing in the future, adverse regulatory scrutiny. BancPlus seeks to mitigate this risk by performing back-testing to analyze the accuracy of these techniques and approaches. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making.
The financial services industry is undergoing rapid technological change, and BancPlus may not have the resources to effectively implement new technology, or it may experience operational challenges when implementing new technology.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to reduce costs while increasing customer service and convenience. BancPlus’ future success will depend, at least in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in its operations as it continues to grow and expand its products and service offerings. BancPlus may experience operational challenges as it implements these new technology enhancements or products, which could result in BancPlus not fully realizing the anticipated benefits from such new technology or incurring significant costs to remedy any such challenges in a timely manner.
Many of BancPlus’ larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior products compared to those that BancPlus will be able to provide, which would put it at a competitive disadvantage. Accordingly, BancPlus may lose customers seeking new technology-driven products and services to the extent it is unable to provide such products and services.
BancPlus relies on third parties to provide key components of its business infrastructure, and a failure of these parties to perform for any reason could disrupt its operations or create liability exposure.
Third parties provide key components of BancPlus’ business infrastructure such as data processing, internet connections, network access, core application processing, statement production and other services. BancPlus’ business depends on the successful and
uninterrupted functioning of its information technology and telecommunications systems and third-party servicers. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt BancPlus’ operations. Because its information technology and telecommunications systems interface with and depend on third-party systems, BancPlus could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with BancPlus’ third party service providers could entail significant delay and expense. Moreover, the laws and policies on oversight of third-party service providers that the federal banking agencies implement impose additional compliance burdens on BankPlus and potential liability exposure. If BancPlus is unable to efficiently replace ineffective service providers, or if it experiences a significant, sustained, or repeated system failure or service denial, it could compromise its ability to operate effectively, damage its reputation, result in a loss of customer business, and subject it to additional regulatory scrutiny and possible financial liability, any of which could have an adverse effect on its business, financial condition or results of operations.
BancPlus could be subject to losses, regulatory action or reputational harm due to fraudulent and negligent acts on the part of loan applicants, its employees and vendors.
In deciding whether to extend credit or enter into other transactions with clients and counterparties, and the terms of any such transaction, BancPlus may rely on information furnished by or on behalf of customers and counterparties, including financial statements, property appraisals, title information, employment and income documentation, account information and other financial information. BancPlus may also rely on representations of customers and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Any such misrepresentation or incorrect or incomplete information, whether fraudulent or inadvertent, may not be detected prior to funding.
In addition, one or more of BancPlus’ employees or vendors could cause a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates BancPlus’ loan documentation, operations or systems. Employee errors and employee and client misconduct could subject BancPlus to financial losses or regulatory sanctions and seriously harm its reputation. Misconduct by its employees could include hiding unauthorized activities from BancPlus, improper or unauthorized activities on behalf of its customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions BancPlus takes to prevent and detect this activity may not be effective in all cases. Employee errors could also subject BancPlus to financial claims for negligence.
Whether a misrepresentation is made by a loan applicant or another third party, BancPlus generally bears the risk of loss associated with the misrepresentation. A loan subject to a material misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of such misrepresentation. The sources of misrepresentations may also be difficult to locate, and BancPlus may be unable to recover any of the monetary losses it may suffer as a result of misrepresentations. Any of these developments could have an adverse effect on BancPlus’ business, financial condition or results of operations.
BancPlus’ financial results depend on management’s selection of accounting methods and certain assumptions and estimates.
The preparation of BancPlus’ financial statements requires it to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities and the reported amount of related revenues and expenses. Certain accounting policies are inherently based to a greater extent on estimates, assumptions and judgments of management and, as such, have a greater possibility of producing results that could be materially different than originally estimated. These critical accounting policies include the allowance for credit losses, accounting for income taxes, the determination of fair value for financial instruments, the impairment of tax credit investments and accounting for stock-based compensation. This also includes estimates, judgments and assumptions for assessing the amortization/accretion of purchase accounting fair value differences and the impairment of long-lived assets, goodwill and other intangible assets in connection with the FTC Merger. Management’s judgment and the data relied upon by management may be based on assumptions that prove to be inaccurate, particularly in times of market stress or other unforeseen circumstances. Even if the relevant factual assumptions are accurate, BancPlus’ decisions may prove to be inadequate or inaccurate because of other flaws in the design or use of analytical tools used by management. Any such failures in BancPlus’ processes for producing accounting estimates and managing risks could have an adverse effect on its business, financial condition or results of operations.
Changes in accounting standards by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies, including the implementation of CECL, may affect our financial statements.
BancPlus’ financial statements are subject to the application of GAAP, which are periodically revised and/or expanded. From time to time, the FASB or other accounting standard setting bodies adopt new accounting standard or amend existing standards. Market conditions often prompt these bodies to promulgate new guidance that further interprets or seeks to revise accounting pronouncements related to financial instruments, structures or transactions as well as to issue new standards expanding disclosures.
In particular, in the first quarter of 2023, BancPlus transitioned to CECL from the current incurred loss method and recognized a one-time, after-tax cumulative effect adjustment of $25.0 million to retained earnings. Regulations of the federal banking agencies provide an optional CECL transition provision that allows a banking organization that experiences a reduction in retained earnings as of its CECL adoption date to elect to phase in the regulatory capital impact of that reduction over a three-year period. Under the regulations, BancPlus is required to begin the three-year transition in the first fiscal year it has adopted CECL, which for BancPlus is 2023. As a result, the regulatory capital impact of BancPlus’ adoption of CECL is being phased in from January 1, 2023 through December 31, 2025.
It is possible that future accounting standards that BancPlus is required to adopt could change the current accounting treatment that BancPlus applies to its consolidated financial statements and that such changes could have a material effect on BancPlus’ business, financial condition or results of operations.
Appraisals and other valuation techniques BancPlus uses in evaluating and monitoring loans secured by real property, OREO and repossessed personal property may not accurately describe the net value of the asset.
In considering whether to make a loan secured by real property, BancPlus generally requires an appraisal of the property. However, in BancPlus’ rural markets, the ability to secure an appraisal may be difficult due to a lack of appraisers or lack of comparable transactions. An appraisal or other evaluation is only an estimate of the value of the property at the time the appraisal or evaluation is made, and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, BancPlus may not be able to realize the full amount of any remaining indebtedness if it forecloses on and sells the relevant property. In addition, BancPlus relies on appraisals and other valuation techniques to establish the value of its OREO and personal property that it acquires through foreclosure proceedings and to determine certain loan impairments. If any of these valuations is inaccurate, BancPlus’ consolidated financial statements may not reflect the correct value of its OREO, and its allowance for credit losses may not reflect accurate loan impairments.
Compliance and Regulatory Risks
BancPlus is subject to environmental liability risk associated with its lending activities.
In the course of its business, BancPlus may purchase real estate, or it may foreclose on and take title to real estate. As a result, BancPlus could be subject to environmental liabilities with respect to these properties. BancPlus may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if BancPlus is the owner or former owner of a contaminated site, it may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could have an adverse effect on BancPlus’ business, financial condition or results of operations.
If BancPlus fails to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud.
BancPlus is subject to the reporting requirements of Section 15(d) of the Exchange Act and to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). The Sarbanes-Oxley Act requires, among other things, that BancPlus maintain effective disclosure controls and procedures and internal control over financial reporting. BancPlus expects that the requirements of the Exchange Act, the Sarbanes-Oxley Act and associated rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on its personnel, systems and resources.
BancPlus’ current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in BancPlus’ disclosure controls or its internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in the implementation or improvement of such controls, could harm BancPlus’ results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of BancPlus’ financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of BancPlus’ internal control over financial reporting that it will eventually be required to include in its periodic reports that will be filed with the U.S. Securities and Exchange Commission (“SEC”).
BancPlus’ independent registered public accounting firm is not required by Public Company Accounting Oversight Board standards to formally attest to the effectiveness of BancPlus’ internal control over financial reporting until after BancPlus is no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), but no later than December 31, 2025. At such time, BancPlus’ independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which BancPlus’ internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on BancPlus’ business, financial condition or results of operations.
BancPlus’ use of third-party vendors and its other ongoing third-party business relationships are subject to increasing regulatory requirements and attention.
BancPlus regularly uses third-party vendors in its business, and it relies on some of these vendors for critical functions including, but not limited to, its core processing function and mortgage broker relationships. Third-party relationships are subject to demanding regulatory requirements and attention by bank regulators, and these regulatory expectations may change, and potentially become more rigorous in certain ways, due to an interagency effort to replace existing guidance on the risk management of third-party relationships with new guidance. BancPlus expects its regulators to hold BancPlus responsible for deficiencies in its oversight or control of its third-party vendor relationships and in the performance of the parties with which it has these relationships. As a result, if BancPlus’ regulators conclude that it has not exercised adequate oversight and control over its third-party vendors or that such vendors have not performed adequately, BancPlus could be subject to administrative penalties or fines as well as requirements for consumer remediation, any of which could have an adverse effect on its business, financial condition or results of operations. Reliance by third-party vendors on remote working relationships with their employees may affect the vendors’ ability to satisfy regulatory standards and to provide services to us.
BancPlus’ industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have an adverse effect on its business, financial condition or results of operations.
BancPlus operates in a highly regulated environment, and the laws and regulations that govern its operations, corporate governance, executive compensation and accounting principles, or changes in them, or its failure to comply with them, could subject it to regulatory action or penalties.
BancPlus and BankPlus are subject to extensive regulation, supervision and legal requirements that govern almost all aspects of its operations. These laws and regulations are generally intended to protect customers, depositors, the DIF and the overall financial stability of the United States, rather than shareholders or counterparties. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which BancPlus and BankPlus can engage, require BancPlus to dedicate significant resources to its AML program and OFAC compliance, limit the dividends or distributions that BankPlus can pay to BancPlus, and that BancPlus can pay to its shareholders, and impose certain specific accounting requirements on BancPlus that may be more restrictive and may result in greater or earlier charges to earnings or reductions in BancPlus’ capital than GAAP would require. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. BancPlus’ failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject BancPlus to restrictions on its business activities, fines and other penalties, any of which could adversely affect its results of operations, capital base and the value of its securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive. Any of these laws and regulations, and the supervisory framework applicable to BancPlus’ industry, could have an adverse effect on its business, financial condition or results of operations.
BancPlus is subject to stringent capital requirements, which may result in lower returns on equity, require BancPlus to raise additional capital, limit growth opportunities or result in regulatory restrictions.
BancPlus and BankPlus are subject to stringent capital adequacy requirements of the federal banking agencies.These regulations limit how BancPlus and BankPlus use their capital, pay capital distributions and make discretionary bonus payments to executives and may make certain activities less profitable.
If BankPlus does not meet certain minimum capital requirements as described in Note 19 Regulatory Matters to our Consolidated Financial Statements, it will be subject to prompt corrective action by the FDIC. Prompt corrective action can include progressively more restrictive constraints on operations, management and capital distributions. While BancPlus is not subject to formal capital planning requirements at its size, it prepares a capital plan. Even if BancPlus satisfies the objectives of its capital plan and meets minimum capital requirements, it is possible that BancPlus’ regulators may ask it to raise additional capital which could require BancPlus to raise additional capital or reduce its operations.Even if BancPlus satisfies all applicable regulatory capital minimums, its regulators could ask it, and in some cases, require it, to maintain capital levels which are significantly in excess of those minimums. BancPlus’ ability to raise additional capital depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and
governmental activities, and on its financial condition and performance. Accordingly, BancPlus cannot assure you that it will be able to raise additional capital if needed or on terms acceptable to it. If BancPlus fails to maintain capital to meet regulatory requirements, it could be subject to enforcement actions or other regulatory consequences, which could have an adverse effect on its business, financial condition or results of operations.
BancPlus is subject to numerous laws designed to protect consumers, including fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.
The Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under fair lending laws and regulations could result in a wide variety of direct or indirect negative consequences, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have an adverse effect on BancPlus’ business, financial condition or results of operations.
In addition, financial institutions face scrutiny on actions and policies that are deemed to adversely impact consumers under the Dodd-Frank Act’s prohibition against unfair, deceptive or abusive acts and practices and Section 5 of the Federal Trade Commission Act’s prohibition against unfair or deceptive acts and practices. Bank regulators, including the CFPB, are responsible for enforcing these prohibitions against banking organizations. These prohibitions have been applied to prohibit perceived customer abuse in connection with a range of products, services, and practices, including account openings and fees charged where inadequate or no services are rendered but for which charges were imposed, as well as other instances where consumers may have been misled through bank disclosures.In addition, the enforcement priorities of the agencies enforcing consumer protection laws have evolved over time and may continue to do so.
In addition, the CFPB has rulemaking authority, including with respect to prohibiting unfair, deceptive or abusive acts or practices and the approach of the CFPB to interpretation and enforcement of the consumer financial protection laws has varied considerably over the years depending on its leadership, and it is difficult to predict what actions the CFPB may take in the future. Such actions could result in changes to pricing, practices, products and procedures, and could also result in increased costs related to regulatory oversight, supervision and examination. These changes could have an adverse effect on BancPlus’ business, financial condition or results of operations.
Federal and state banking agencies periodically conduct examinations of BancPlus’ business, including compliance with laws and regulations, and its failure to comply with any supervisory actions to which it is or becomes subject as a result of such examinations could result in regulatory action or penalties.
The Federal Reserve, the FDIC, and the MDBCF periodically conduct examinations of BancPlus’ business, including its compliance with laws and regulations. If, as a result of an examination, a federal or state banking agency were to determine that BancPlus’ financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of its operations had become unsatisfactory, or that BancPlus and/or BankPlus were in violation of any law or regulation, the agency may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in BancPlus’ capital, to restrict its growth, to assess civil monetary penalties against it or BankPlus or their respective officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors (among other conditions), to terminate BankPlus’ deposit insurance and place it into receivership or conservatorship. Any such regulatory action could have an adverse effect on BancPlus’ business, financial condition or results of operations.
New activities and expansion require regulatory approvals, and failure to obtain them, or failure by BankPlus to perform satisfactorily on its CRA evaluations may restrict BancPlus’ growth.
From time to time, BancPlus may complement and expand its business by pursuing strategic acquisitions of financial institutions and other complementary businesses. Generally, BancPlus must receive state and federal regulatory approval before it can acquire an FDIC-insured depository institution or related business. In determining whether to approve a proposed acquisition, federal banking regulators will consider, among other factors, the effect of the acquisition on competition, BancPlus’ financial condition, its future prospects, and the impact of the proposal on U.S. financial stability. The regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served, including the record of the parties’ depository institution subsidiaries under the CRA and the effectiveness of the parties in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to BancPlus, or at all. BancPlus may also be required to sell branches
as a condition to receiving regulatory approval, which condition may not be acceptable to BancPlus or, if acceptable to BancPlus, may reduce the benefit of any acquisition.
Additionally, the federal banking agencies issued a final rule in October 2023 that largely begins to apply in January 2026 and may make it more challenging and/or costly for insured depository institutions to achieve an Outstanding or Satisfactory CRA rating. If BankPlus is unable to maintain at least a “Satisfactory” CRA rating, its ability to complete the acquisition of another financial institution or open a new branch will be adversely impacted. If BankPlus received an overall CRA rating of less than “Satisfactory,” the FDIC would not re-evaluate its rating until its next CRA examination, which may not occur for several more years, and it is possible that a low CRA rating would not improve in the future. BankPlus received a rating of “Outstanding” in its most recent CRA performance evaluation, as of March 22, 2021.
In addition to the acquisition of existing financial institutions, as opportunities arise, BancPlus may continue de novo branching as a part of its organic growth strategy. De novo branching and any acquisitions carry with them numerous risks, including the inability to obtain all required regulatory approvals, or the imposition of certain conditions or restrictions as a part of such approvals. The failure to obtain these regulatory approvals for potential future strategic acquisitions and de novo branches could impact BancPlus’ business plans and restrict its growth.
Federal, state and local consumer lending laws may restrict BancPlus’ ability to originate certain mortgage loans, increase BancPlus’ risk of liability with respect to such loans, or increase the time and expense associated with the foreclosure process or prevent BancPlus from foreclosing at all.
Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. It is BancPlus’ policy not to make predatory loans, but these laws create the potential for liability with respect to BancPlus’ lending and loan investment activities. They increase BancPlus’ cost of doing business and, ultimately, may prevent BancPlus from making certain loans and cause BancPlus to reduce the average percentage rate or the points and fees on loans that BancPlus does make.
Additionally, consumer protection initiatives or changes in state or federal law may substantially increase the time and expenses associated with the foreclosure process or prevent BancPlus from foreclosing at all. While historically the states in which BancPlus operates have had foreclosure laws that are favorable to lenders, a number of states in recent years have either considered or adopted foreclosure reform laws that make it substantially more difficult and expensive for lenders to foreclose on properties in default, and BancPlus cannot be certain that the states in which it operates will not adopt similar legislation in the future. Additionally, federal regulators have prosecuted a number of mortgage servicing companies for alleged consumer law violations. If additional new state or federal laws or regulations are ultimately enacted that significantly raise the cost of foreclosure or raise outright barriers, such laws or regulations could have an adverse effect on BancPlus’ business, financial condition or results of operation.
An expansion of federal, state and local regulations and/or changes in the licensing of loan servicing, collections or other aspects of BancPlus’ business and sales of loans to third parties may increase the cost of compliance and the risks of noncompliance and subject BancPlus to litigation.
BancPlus services consumer loans it holds on its balance sheet. The servicing of consumer loans is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws that restrict loan servicing activities including delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. If regulators impose new or more restrictive requirements, BancPlus may incur additional significant costs to comply with such requirements, which may further adversely affect BancPlus. In addition, were BancPlus to be subject to regulatory investigation or regulatory action regarding BancPlus’ loan modification and foreclosure practices, this could have an adverse effect on BancPlus’ business, financial condition or results of operation.
In addition, BancPlus has sold loans to third parties. In connection with these sales, BancPlus or certain of its subsidiaries or legacy companies make or have made various representations and warranties, breaches of which may result in a requirement that BancPlus repurchase the loans, or otherwise make whole or provide other remedies to counterparties. These aspects of BancPlus’ business or its failure to comply with applicable laws and regulations could possibly lead to civil and criminal liability; loss of licensure; damage to BancPlus’ reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative enforcement actions. Any of these outcomes could adversely affect BancPlus’ business, financial condition or results of operations.
Increases in FDIC insurance premiums could adversely affect BancPlus’ business, financial condition or results of operations.
The deposits of BankPlus are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. BankPlus’ regular assessments are determined by the level of its assessment base and its risk classification, which is based on its regulatory capital levels, other financial measurements and the level of supervisory concern that it poses. Moreover, the FDIC has the unilateral power to change deposit insurance assessment rates and the manner in which deposit insurance is calculated and also to charge special assessments to FDIC-insured institutions, and we cannot predict what insurance assessments will be in the future. During the COVID-19 pandemic, the amount of total estimated insured deposits grew very rapidly while the funds in the DIF grew at a normal rate, causing the DIF reserve ratio to fall below the statutory minimum of 1.35%. The FDIC adopted a restoration plan in September 2020, which it amended in June 2022, to restore the DIF reserve ratio to at least 1.35% by September 30, 2028. On October 18, 2022 the FDIC adopted a final rule to increase initial base deposit insurance assessment rates for insured depository institutions by 2 basis points, beginning with the first quarterly assessment period of 2023. The increased assessment rate schedules will remain in effect unless and until the reserve ratio of the DIF meets or exceeds 2%. As a result of this rule, the FDIC insurance costs of insured depository institutions, including BankPlus, have generally increased. Any future special assessments, increases in assessment rates or premiums, or required prepayments in FDIC insurance premiums could reduce BancPlus’ profitability or limit its ability to pursue certain business opportunities, which could adversely affect BancPlus’ business, financial condition or results of operations.
Monetary policies and regulations of the Federal Reserve could adversely affect BancPlus’ business, financial condition or results of operations.
In addition to being affected by general economic conditions, BancPlus’ earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. The Federal Reserve raised interest rates in 2022 and 2023 after a prolonged period of reduced rates. However, future changes to its monetary policy and the timing of them are not certain. The effects of such policies upon BancPlus’ business, financial condition or results of operations cannot be predicted.
In addition, the Federal Reserve may require BancPlus to commit capital resources to support BankPlus. Under longstanding Federal Reserve policy, which was codified by the Dodd-Frank Act, BancPlus is expected to act as a source of financial and managerial strength to BankPlus and to commit resources to support BankPlus. Under this “source of strength” doctrine, the Federal Reserve may require BancPlus to make capital injections into BankPlus at times when BancPlus may not be inclined to do so, including when either BancPlus or BankPlus is experiencing financial distress, and may charge BancPlus with engaging in unsafe and unsound practices for failure to commit such resources.
BancPlus may be required to borrow the funds or to raise additional equity capital to make a capital injection to BankPlus. In the event of BancPlus’ bankruptcy, the bankruptcy trustee will assume any commitment by BancPlus to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of BancPlus’ general unsecured creditors, including the holders of any note obligations.
BancPlus is subject to commercial real estate lending guidance issued by the federal banking regulators that impacts BancPlus’ operations and capital requirements.
The federal banking regulators have issued guidance regarding concentrations in commercial real estate lending directed at institutions that have particularly high concentrations of commercial real estate loans within their lending portfolios. This guidance suggests that institutions the commercial real estate loans of which exceed certain percentages of capital may have commercial real estate concentration risk and will be subject to further regulatory scrutiny with respect to their risk management practices for commercial real estate lending. Increases in BancPlus’ commercial real estate lending, particularly as BancPlus expands into metropolitan markets and makes more of these loans, could subject BancPlus to additional supervisory scrutiny. BancPlus cannot guarantee that any risk management practices it implements will be effective to prevent losses relating to its commercial real estate portfolio. Management has implemented controls to monitor BancPlus’ commercial real estate lending concentrations, but BancPlus cannot predict the extent to which this guidance will impact its operations or capital requirements. In addition, BancPlus’ capital requirements could increase to the extent its commercial real estate loans are deemed to be “high volatility commercial real estate exposures,” as defined in capital adequacy regulations.
Risks Related to Our Common Stock
There is no organized public trading market for BancPlus common stock, and there can be no assurance that a public market will develop.
There is no organized trading market for the shares of common stock of BancPlus. There can be no expectation that a public market for BancPlus common stock will develop. BancPlus is subject to the reporting requirements of the Exchange Act, and, as a result, BancPlus may consider the development of a public market for its common stock.
BancPlus’ dividend policy may change without notice, and its future ability to pay dividends is subject to restrictions.
Holders of BancPlus common stock are entitled to receive only such cash dividends as the board of directors may declare out of funds legally available for the payment of dividends. However, the amount and frequency of cash dividends, if any, will be determined by the BancPlus board of directors after consideration of a number of factors, including, but not limited to: (1) BancPlus’ historical and projected financial condition, liquidity and results of operations; (2) BancPlus’ capital levels and needs; (3) any acquisitions or potential acquisitions that BancPlus is considering; (4) contractual, statutory and regulatory prohibitions and other limitations; (5) general economic conditions; and (6) other factors deemed relevant by the BancPlus board of directors. BancPlus’ ability to pay dividends may also be limited on account of BancPlus’ outstanding indebtedness and preferred stock, as it generally must make payments on its junior subordinated debentures, its outstanding indebtedness, and, beginning in 2025, its outstanding preferred stock before any dividends can be paid on BancPlus’ common stock. Finally, because BancPlus’ primary asset is its investment in the stock of BankPlus, BancPlus is dependent upon dividends from BankPlus to pay its operating expenses, satisfy its obligations and pay dividends on BancPlus common stock, and BankPlus’ ability to pay dividends on its common stock will substantially depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate and other factors deemed relevant by the board of directors of BankPlus. There are numerous laws and banking regulations and guidance that limit BancPlus’ and BankPlus’ ability to pay dividends. Therefore, there can be no assurance that BancPlus will pay any dividends to holders of its common stock, or as to the amount of any such dividends.
BancPlus’ corporate governance documents, and certain corporate and banking laws applicable to BancPlus, could make a takeover more difficult, which could adversely affect the value of BancPlus common stock.
Certain provisions of the BancPlus articles and the BancPlus By-Laws (the “BancPlus bylaws”) as well as corporate and federal banking laws, could make it more difficult for a third party to acquire control of BancPlus’ organization or conduct a proxy contest, even if those events were perceived by many of BancPlus’ shareholders as beneficial to their interests. These provisions, and the corporate and banking laws and regulations applicable to BancPlus:
•enable the BancPlus board of directors to issue additional shares of authorized, but unissued capital stock without further shareholder approval;
•enable the BancPlus board of directors to issue “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by the board of directors;
•enable the BancPlus board of directors to increase the size of the board of directors and to fill vacancies caused by an increase in the number of directors, a director’s removal, resignation, death, failure to qualify, or any other cause;
•divide the BancPlus board of directors into three classes serving staggered three-year terms;
•do not provide for cumulative voting in the election of directors;
•enable the BancPlus board of directors to amend the BancPlus bylaws without shareholder approval;
•require a two-thirds vote of BancPlus shareholders to modify the sections of the BancPlus articles addressing the number, term and removal of its directors, the filling of vacancies on the BancPlus board of directors, the calling of special meetings of shareholders, limitations on certain personal liabilities of directors, director and officer indemnification and the amendment, adoption, alternation or repeal of the BancPlus bylaws;
•do not permit informal shareholder action by less than unanimous written consent;
•prohibit shareholders from calling special meetings;
•establish an advance notice procedure for director nominations and other shareholder proposals; and
•require prior regulatory application and approval of any transaction involving control of its organization.
These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which BancPlus shareholders might otherwise receive a premium over the value of BancPlus shares.
The BancPlus bylaws designate the Madison County Chancery Court of the State of Mississippi as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by BancPlus shareholders, which could limit BancPlus shareholders’ ability to obtain a favorable judicial forum for disputes with BancPlus or its directors, officers or employees.
The BancPlus bylaws provide that, unless BancPlus consents in writing to the selection of an alternative forum, the Madison County Chancery Court of the State of Mississippi will be the sole and exclusive forum for (i) any derivative action or proceeding brought on BancPlus’ behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of BancPlus to BancPlus or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Mississippi Business Corporation Act, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of BancPlus will be deemed to have notice of and consented to the provisions of the BancPlus bylaws described in the preceding sentence provided, however, that shareholders will not be deemed to have waived BancPlus’ compliance with the federal securities laws and the rules and regulations thereunder. BancPlus has chosen the Madison County Chancery Court of the State of Mississippi as the exclusive forum for such causes of action because its principal executive offices are located in Ridgeland, Mississippi. BancPlus recognizes that the federal district court forum selection clause may impose additional litigation costs on shareholders who assert the provision is not enforceable and may impose more general additional litigation costs in pursuing any such claims, particularly if the shareholders do not reside in or near Mississippi. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with BancPlus or its directors, officers or employees, which may discourage such lawsuits against BancPlus and such persons. Alternatively, if a court were to find these provisions of the BancPlus bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, BancPlus may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations. The Madison County Chancery Court of the State of Mississippi may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to BancPlus than BancPlus shareholders. BancPlus’ forum selection provision is not intended to apply to claims arising under the Securities Act of 1933, as amended (the “Securities Act”), and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and BancPlus shareholders cannot waive BancPlus’ compliance with federal securities laws and the rules and regulations thereunder.
There are substantial regulatory limitations on changes of control of bank holding companies that may discourage investors from purchasing shares of BancPlus common stock.
With limited exceptions, federal regulations generally prohibit a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring 10% or more (or more than 5% if the acquirer is a bank holding company) of any class of BancPlus’ voting stock or obtaining the ability to control in any manner the election of a majority of the directors or otherwise direct the management or policies of BancPlus without prior notice or application to, and the approval of, the Federal Reserve. Companies investing in banks and bank holding companies receive additional review and may be required to become bank holding companies, and therefore become subject to regulatory supervision. Accordingly, prospective investors must be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of BancPlus common stock. These provisions could discourage third parties from seeking to acquire significant interests in BancPlus or in attempting to acquire control of BancPlus, which, in turn, could adversely affect the value of BancPlus common stock.
Because BancPlus has elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company, BancPlus’ consolidated financial statements may not be comparable to companies that comply with these accounting standards, and BancPlus may incur additional costs when it is no longer an emerging growth company.
BancPlus is currently an “emerging growth company” as defined in the JOBS Act and has elected to use the extended transition period for complying with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act. This election allows BancPlus to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, BancPlus’ consolidated financial statements may not be comparable to companies that comply with these accounting standards and investors may have difficulty evaluating or comparing BancPlus’ business, financial condition or results of operations in comparison to other public companies. This may have a negative impact on the value and liquidity of BancPlus common stock. BancPlus cannot predict if investors will find its common stock less attractive because BancPlus plans to continue to rely on this exemption.
Additionally, beginning with the time BancPlus is no longer an emerging growth company, but no later than December 31, 2025, BancPlus will be required to engage its independent registered public accounting firm to audit and opine on the design and operating effectiveness of its internal control over financial reporting. This process will require significant documentation of policies, procedures and systems, and review of that documentation and testing of BancPlus’ internal control over financial reporting by its internal auditing and accounting staff and its independent registered public accounting firm. This process will require considerable time and attention from management, which could prevent BancPlus from successfully implementing its business initiatives and improving its business, financial condition or results of operations, strain its internal resources, and
increase its operating costs. BancPlus may experience higher than anticipated operating expenses, including those associated with SEC reporting, and outside auditor fees during the implementation of these changes and thereafter.
General Risk Factors
BancPlus’ business strategy includes growth, and our business, financial condition or results of operations could be negatively affected if BancPlus fails to grow or fails to manage growth effectively.
BancPlus’ business has grown at a steady pace, but it may not be able to maintain its historical rate of growth, which could have an adverse effect on its ability to successfully implement its business strategy. BancPlus’ primary strategy focuses on organic growth, supplemented by acquisitions of banking teams or other financial institutions. BancPlus may be unable to execute on aspects of its growth strategy to sustain its historical rate of growth, or BancPlus may be unable to grow at all. Various factors, such as economic conditions and competition, may impede or prohibit the growth of BancPlus’ operations, the opening of new branches and the consummation of acquisitions. The success of BancPlus’ strategy also depends on its ability to effectively manage growth, which is dependent upon a number of factors, including its ability to adapt existing credit, operational, technology and governance infrastructure to accommodate expanded operations. If BancPlus fails to build infrastructure sufficient to support rapid growth or fails to implement one or more aspects of its strategy, it may be unable to maintain historical earnings trends, which could have an adverse effect on its business, financial condition or results of operations.
In particular, BancPlus’ business strategy includes evaluating strategic opportunities to grow through de novo branching, and it believes that banking location expansion has been meaningful to its growth since inception. De novo branching carries with it certain potential risks, including significant startup costs and anticipated initial operating losses; an inability to gain regulatory approval; an inability to secure the services of qualified senior management to operate the de novo banking location and successfully integrate and promote BancPlus’ corporate culture; poor market reception for de novo banking locations established in markets where BancPlus does not contain certifiedhave a preexisting reputation; challenges posed by local economic conditions; challenges associated with securing attractive locations at a reasonable cost; and the additional strain on management resources and internal systems and controls. Failure to adequately manage the risks associated with BancPlus’ growth through de novo branching could have an adverse effect on its business, financial condition or results of operations.
BancPlus may pursue acquisitions in the future, which could expose it to financial, execution and operational risks.
BancPlus may from time to time consider acquisition opportunities that BancPlus believes complement its activities and have the ability to enhance its profitability. BancPlus may not be able to successfully identify suitable candidates, negotiate appropriate acquisition terms, complete proposed acquisitions, successfully integrate acquired businesses into the existing operations, or expand into new markets. Once integrated, acquired operations may not achieve levels of revenues, profitability, or productivity comparable with those achieved by BancPlus’ existing operations, or otherwise perform as expected. BancPlus’ acquisition activities could be material to its business and involve a number of risks, including those associated with:
•the diversion of management attention from the operation of its existing business to identify, evaluate and negotiate potential transactions;
•the ability to attract funding to support additional growth within acceptable risk tolerances;
•the use of inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;
•the ability to maintain asset quality;
•the adequacy of due diligence and the potential exposure to unknown or contingent liabilities related to the acquisition;
•the retention of customers and key personnel, including bankers;
•the timing and uncertainty associated with obtaining necessary regulatory approvals;
•the risk of losing its CDFI status due to the addition of markets that do not qualify as low- or moderate-income markets;
•the incurrence of an impairment of goodwill associated with an acquisition and adverse effects on its results of operations;
•the ability to successfully integrate acquired businesses; and
•the maintenance of adequate regulatory capital.
BancPlus may not properly ascertain all such risks prior to an acquisition or prior to such a risk impacting BancPlus while integrating an acquired company. As a result, difficulties encountered with acquisitions could have an adverse effect on BancPlus’ business, financial condition or results of operations.
BancPlus relies heavily on its executive management team and other key personnel, and the loss of any of these individuals could adversely impact its business or reputation.
BancPlus’ success depends in large part on the performance of its key personnel, including bankers, as well as on its ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Qualified individuals are in high demand, and BancPlus may incur significant costs to attract and retain them. BancPlus may face difficulties in recruiting and retaining bankers of its desired caliber, including as a result of competition from other financial institutions. In particular, many of BancPlus’ competitors are significantly larger with greater financial resources and may be able to offer more attractive compensation packages and broader career opportunities. Additionally, BancPlus may incur significant expenses and expend significant time and resources on training, integration and business development before it is able to determine whether new bankers or other key personnel will be profitable or effective. BancPlus may not be successful in retaining its key personnel, and the unexpected loss of services of one or more of its key personnel could have an adverse effect on its business because of their skills, knowledge of and business relationships within BancPlus’ primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of BancPlus’ key personnel should become unavailable for any reason, BancPlus may not be able to identify and hire qualified persons on terms acceptable to BancPlus, or at all, which could have an adverse effect on its business, financial condition or results of operations.
BancPlus’ ability to maintain its reputation is critical to the success of its business.
BancPlus has benefited from strong relationships with and among its customers. As a result, its reputation is one of the most valuable components of its business. BancPlus’ growth over the past several years has depended on attracting new customers from competing financial institutions and increasing its market share, primarily by its involvement in its primary markets and word-of-mouth advertising, rather than on growth in the market for banking services in its primary markets. As such, BancPlus strives to enhance its reputation by recruiting, hiring and retaining employees who share its core values of being an integral part of the communities it serves and delivering superior service to its customers. If BancPlus’ reputation is negatively affected by the actions of its employees; litigation or regulatory actions; compliance failures; any perceived weakness in its financial strength or liquidity; technological, cybersecurity or other security breaches resulting in improper disclosure of client or personal information; or otherwise, its existing relationships may be damaged. BancPlus could lose some of its existing customers, including groups of large customers who have relationships with each other, and BancPlus may not be successful in attracting new customers. Any such developments could have an adverse effect on BancPlus’ business, financial condition or results of operations. In addition, in the event BancPlus determines it to be in its best financial interest to close branches, BancPlus could suffer reputational damage, including from potential community opposition, as well as loss of customers who choose not to transfer business to a different branch. In addition, there is a financial risk that the retired branch real estate could not be sold without loss.
BancPlus is subject to claims, litigation, and regulatory actions in the ordinary course of banking and lending.
BancPlus may become involved in litigation matters in the ordinary course of business. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, BancPlus may in the future be subject to consent orders or other enforcement actions by its regulators. BancPlus may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding its current and/or prior business activities. Any such legal or regulatory actions may subject BancPlus to substantial compensatory or punitive damages, significant fines, penalties, obligations to change its business practices or other requirements resulting in increased expenses, diminished income and damage to its reputation. BancPlus’ involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in its favor, could also cause significant harm to its reputation and divert management’s attention from the operation of its business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. For example, BancPlus could be subject to litigation related to intellectual property. Banking and other financial services companies, such as BancPlus’, rely on technology companies to provide information technology products and services necessary to support their day-to-day operations. Such claims may increase in the future as the financial services sector becomes more reliant on information technology vendors. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, BancPlus may have to engage in protracted litigation. Such litigation is often expensive, time-consuming and disruptive to BancPlus’ operations and distracting to management. The outcome of legal and regulatory actions could have an adverse effect on BancPlus’ business, financial condition or results of operations.
Unauthorized access, cyber-crime and other threats to data security may subject BancPlus to regulatory action or penalties, require significant resources, harm BancPlus’ reputation, and otherwise cause harm to its business.
BancPlus’ business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that it maintains and in those maintained by third parties with whom BancPlus contracts to provide data services. BancPlus also maintains important internal company data such as personally identifiable
information about its employees and information relating to its operations. Threats to data security, including unauthorized access and cyber-attacks, rapidly emerge and change, exposing BancPlus to additional costs for protection or remediation and competing time constraints to secure its data in accordance with customer expectations and statutory and regulatory privacy and other requirements. Although BancPlus has not, as of the date of this Annual Report on Form 10-K, experienced a cybersecurity threat or incident that materially affected its business, financial condition or results of operations, there can be no guarantee that it will not experience such an incident in the future. It is difficult or impossible to defend against every risk posed by changing technologies, as well as criminals that are intent on committing cyber-crime. The increasing sophistication of cyber-criminals and terrorists make keeping up with new threats difficult and could result in a breach. Controls employed by BancPlus’ information technology department and its other employees and vendors could prove inadequate. BancPlus could also experience a breach due to intentional or negligent conduct on the part of employees or other internal sources, software bugs, other technical malfunctions, or other causes. As a result of any of these threats, BancPlus’ customer accounts may become vulnerable to account takeover schemes or cyber-fraud. BancPlus’ systems and those of its third party vendors may also become vulnerable to damage or disruption due to circumstances beyond its or their control, such as from catastrophic events, power anomalies or outages, natural disasters, network failures, viruses and malware, or other events that could result in significant liability and damage to BancPlus’ reputation, and have an ongoing impact on the security and stability of the Company’s operations. In addition, although the Company maintains insurance coverage that may, subject to terms and conditions, cover certain aspects of cyber and information security risks, such insurance coverage may be insufficient to cover all losses, such as litigation costs or financial losses that exceed the Company’s policy limits or are not covered under any of the Company’s current insurance policies.
BancPlus is also subject to complex and evolving laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage BancPlus’ reputation and subject it to regulatory action or penalties. For example, BancPlus’ business is subject to the Gramm-Leach-Bliley Act which, among other things, imposes certain limitations on its ability to share nonpublic personal information about its customers with nonaffiliated third parties; requires that BancPlus provide certain disclosures to customers about its information collection, sharing and security practices; affords customers the right to “opt out” of any information sharing by BancPlus with nonaffiliated third parties (with certain exceptions); and requires that BancPlus develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information BancPlus processes, as well as plans for responding to data security breaches.
Various state and federal banking and other regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. For example, a final rule that the federal banking agencies issued in November 2021 requires banking organizations to notify their primary federal regulator of significant computer security incidents within 36 hours of determining that such an incident has occurred. In addition, the SEC recently enacted rules, effective as of December 18, 2023, requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance. Ensuring that BancPlus’ collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase its costs. Furthermore, BancPlus may not be able to ensure that all of its clients, suppliers, counterparties and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with BancPlus, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or other were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was intercepted or otherwise compromised by third parties), BancPlus could be exposed to litigation or regulatory sanctions under personal information laws and regulations. Concerns regarding the effectiveness of BancPlus’ measures to safeguard personal information, or even the perception that such measures are inadequate, could cause BancPlus to lose customers or potential customers for its products and services and thereby reduce its revenues. Accordingly, any failure or perceived failure to comply with applicable privacy or data protection laws and regulations may subject BancPlus to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage its reputation and otherwise adversely affect its business, financial condition, or results of operations.
A breach of BancPlus’ security that results in unauthorized access to its data could expose it to a disruption or challenges relating to its daily operations as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have an adverse effect on BancPlus’ business, financial condition or results of operations. Such financial losses incurred may not be covered under applicable general liability insurance coverage or current cyber-insurance coverages. The insurance market for policies to cover cyber-related fraud is in constant flux and there is no assurance adequate coverage has been or may be obtained.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
BancPlus recognizes the critical importance of assessing, identifying, and managing material risks from cybersecurity threats and safeguarding the security of its banking operations and data, including protecting its customers’ information. As described in more detail below, BancPlus has established policies, standards, processes, and practices for assessing, identifying, and managing material risks from cybersecurity threats (collectively, the “cybersecurity program”). The Company has devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and have made significant investments to maintain the security of the Company’s banking operations and data and cybersecurity infrastructure.
Risk Management and Strategy
BancPlus’ cybersecurity program is integrated into its overall enterprise-wide risk management program and based on guidance established by the National Institute of Standards and Technology (“NIST”), the International Organization for Standardization and applicable regulatory standards, as described below.
Collaboration
BancPlus’ cybersecurity program seeks to address cybersecurity risks through a cross-functional approach that is focused on confidentiality, security, and availability of the information that the Company collects and stores by identifying and mitigating cybersecurity threats and effectively responding to cyber threats when they occur. BancPlus’ cybersecurity program is primarily administered at the management level by the Cybersecurity Committee, which is led by Bancplus’ Chief Information Security Officer (“CISO”) with other members of executive management serving as members. The Cybersecurity Committee is a cross-functional governing body that drives alignment on security decisions across the Company. The Cybersecurity Committee meets regularly to develop strategies for preserving the confidentiality, integrity and availability of Company and customer information, identifying and mitigating cybersecurity threats, and effectively responding to cybersecurity incidents. The cybersecurity program includes controls and procedures that are designed to ensure prompt escalation of appropriate cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the BancPlus board of directors in a timely manner.
Risk Assessment
The Cybersecurity Committee, described below, meets as needed, but at least monthly, to review security performance metrics, identify security risks, and assess the status of approved security enhancements. The Cybersecurity Committee also considers and makes recommendations to the BancPlus board of directors on the Company’s cybersecurity program, including security policies and procedures, security service requirements, and risk mitigation strategies. At least annually, the Cybersecurity Committee conducts a cybersecurity risk assessment that considers information from internal stakeholders, known information security vulnerabilities, and information from external sources (e.g., reported security incidents that have impacted other companies, industry trends, and evaluations by third parties and consultants). The results of the assessment are used to drive alignment on, and prioritization of, initiatives to enhance the Company’s cybersecurity program, including security controls, make recommendations to improve processes, and inform a broader enterprise-level risk assessment that is presented to the Risk Committee of the BancPlus board of directors and members of management.
Technical Safeguards
As part of the Company’s cybersecurity program, BancPlus regularly assess and deploy technical safeguards designed to protect the Company’s information systems from cybersecurity threats. Such safeguards are regularly evaluated and improved based on vulnerability assessments, cybersecurity threat intelligence, and incident response experience. In the event of a cybersecurity incident, the CISO will notify the Cybersecurity Committee.
Incident Response and Recovery Planning
As part of its cybersecurity program, BancPlus has established comprehensive incident response and recovery plans in the case of a cybersecurity incident and continues to regularly test and evaluate the effectiveness of those plans. The Company’s incident response and recovery plans address and guide its employees, management, and the BancPlus board of directors on responses to a cybersecurity incident.
Third-Party Risk Management
BancPlus engages third party assessors, consultants and auditors in connection with the Company’s information security program, including to conduct external penetration testing, independent audits, and risk assessments. BancPlus also utilizes third party
service providers in the ordinary course of business. The Company has implemented controls designed to identify and mitigate cybersecurity threats associated with its use of third-party service providers. Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile. The Company uses a variety of inputs in such risk assessments, including information supplied by providers and third parties who assist in such risk assessment. In addition, the Company requires its providers to meet appropriate security requirements, controls, and responsibilities and investigate security incidents that have impacted the Company’s third-party providers, as appropriate.
Education and Awareness
BancPlus’ cybersecurity program requires each of the Company’s employees to contribute to the Company’s data security efforts. The Company regularly reminds employees of the importance of handling and protecting customer and employee data, including through annual privacy and security training to enhance employee awareness of how to detect and respond to cybersecurity threats.
External Assessments
BancPlus’ cybersecurity program, including the related policies, standards, processes, and practices are regularly assessed by consultants and external auditors. These assessments include a variety of activities, including information security maturity assessments, audits and independent reviews of the Company’s information security control environment and operating effectiveness. Reports and significant findings from these assessments are provided to management and the Risk Committee of the BancPlus board of directors. The Company’s cybersecurity program is reviewed by the BancPlus board of directors at least annually and is adjusted based on the information provided from these assessments and other recommendations from the Cybersecurity Committee.
Cybersecurity Risk Oversight
The BancPlus board of directors, through the Risk Committee, provides direction and oversight of the enterprise-wide risk management framework of BancPlus. The Risk Committee of the BancPlus board of directors oversees the Company’s cybersecurity program. They receive regular reports from the Cybersecurity Committee about the prevention, detection, mitigation, and remediation of cybersecurity risks, including cybersecurity incidents, information security vulnerabilities, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents. BancPlus’ risk management framework is overseen by the Chief Risk Officer at the management level. BancPlus’ CISO has primary responsibility for assessing and managing material cybersecurity risks and leads management’s Cybersecurity Committee. The CISO’s experience spans over 20 years of cybersecurity operations and management, leading teams in highly regulated industries such as healthcare, education, and financial industry consulting for private and public companies. The CISO holds a Master of Business Administration and has attained a variety of professional certifications such as CISSP, CISM, GLAW, and GSEC, among others. The CISO reports to the Chief Risk Officer. See the section entitled “Part I, Item 1. Business—Enterprise Risk Management” for additional information on the role of the BancPlus board of directors and its committees in overseeing risk management.
Relevant Regulations
As a regulated financial institution, BankPlus is also subject to financial privacy laws and the Company’s cybersecurity practices are subject to oversight by the federal banking agencies. In addition, the SEC recently enacted rules, effective as of December 18, 2023, requiring public companies to disclose material cybersecurity incidents that they experience on Form 8-K within four business days of determining that a material cybersecurity incident has occurred and to disclose on annual basis material information regarding their cybersecurity risk management, strategy, and governance. For additional information, see the section entitled “Part I, Item 1. Business—Supervision and Regulation—Financial Privacy and Cybersecurity.”
Prior Incidents
Although BancPlus has not, as of the date of this Annual Report on Form 10-K, experienced a cybersecurity threat or incident that materially affected its business, financial condition or results of operations, there can be no guarantee that it will not experience such an incident in the future. There can be no guarantee that BancPlus’ policies and procedures will be properly followed in every instance or that those policies and procedures will be effective. For additional information regarding the risks the Company faces from cybersecurity threats, please see the risk factor titled “Unauthorized access, cyber-crime and other threats to data security may subject BancPlus to regulatory action or penalties, require significant resources, harm BancPlus’ reputation, and otherwise cause harm to its business” included in Part I, Item 1A. Risk Factors of this report.
ITEM 2. PROPERTIES
BancPlus’ executive offices and those of BankPlus are located at 1068 Highland Colony Parkway, Ridgeland, Mississippi 39157 and, as of December 31, 2023, we operated 82 branch offices in Mississippi, Alabama, Louisiana, and Florida.
As of December 31, 2023, BankPlus owned 70 of its branch offices. The other facilities are occupied under lease agreements, the terms of which range from 1 to 97 years. BancPlus believes that its banking and other facilities are in good condition and are suitable and adequate to meet its needs.
ITEM 3. LEGAL PROCEEDINGS
For information about our legal proceedings refer to Footnote 18 to our Notes to Consolidated Financial Statements for the year ended December 31, 2023 contained in Part II, Item 8 of this Annual Report on Form 10-K.
In addition to the above, the Company, including its subsidiaries, is party to various legal proceedings arising in the ordinary course of business. We do not believe that loss contingencies, if any, arising from pending litigation and regulatory matters will have a material adverse effect on our consolidated financial position or liquidity.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information, Holders of Our Common Stock
There is no public trading market for BancPlus common stock. At February 29, 2024, there were 1,140 holders of record of our common stock as reported by our transfer agent. Because there have been no recent private sales of BancPlus common stock of which BancPlus is aware, no recent price data regarding BancPlus common stock is available.
Issuer Purchases of Equity Securities
Not applicable.
Dividends
We intend to pay quarterly cash dividends on our common stock, subject to approval by our board of directors. Although we expect to pay dividends according to our dividend policy, we may elect not to pay dividends. Any declarations of dividends, and the amount and timing thereof, will be at the discretion of our board of directors. In determining the amount of any future dividends, our board of directors will take into account our earnings, capital requirements, financial condition and any other relevant factors and legal requirements. The primary source for dividends paid to shareholders are dividends paid to the Company from the Bank. There are regulatory restrictions on the ability of the Bank to pay dividends. See “Payment of Dividends and Other Restrictions” in Item 1 of this Annual Report on Form 10-K for further discussion. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock or the amount of any such dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
See “Part III, Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.”
Recent Sales of Unregistered Securities
Not applicable.
Use of Proceeds
Not applicable.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of BancPlus’ financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes contained in Item 8 of this Annual Report on Form 10-K.
Overview
BancPlus is a bank holding company headquartered in Ridgeland, Mississippi. Our wholly-owned bank subsidiary, BankPlus, offers a full suite of products and services to a broad spectrum of customers, including individuals, businesses and public entities. As of December 31, 2023, we operated 82 branch offices across Mississippi, Alabama, Louisiana, and Florida. Our franchise is built on a community banking approach focused on personalized, relationship-driven service combined with local market management and expertise. We have one reportable segment.
BancPlus’ business strategy is to provide exceptional community banking services and financial solutions within its markets, which enables us to fulfill our core purpose of enriching lives and building stronger communities. We believe our team of local, experienced and relationship-focused bankers, along with strong brand recognition in our communities, differentiate us from our competitors. As a result, we have a granular, stable deposit mix and a diversified loan portfolio. As of December 31, 2023, we had $6.33 billion of total deposits, and our deposit base consisted of 91.1% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of 1.74% for the company’s last full fiscal year precedingended December 31, 2023. Our loan portfolio was comprised of 72.9% commercial loans and 27.1% consumer loans for the same period. BancPlus currently holds meaningful market share in a number of attractive markets in Mississippi, including the number three position based on deposits in the Jackson, Mississippi MSA as of June 30, 2023, and we believe we are well-positioned for future growth.
2023 Fiscal Year Highlights
•Net income for the year ended December 31, 2023 was $60.1 million, compared with $60.8 million for the same period of 2022
•Diluted earnings per share for the year ended December 31, 2023 were $5.25, compared with $5.41 for the same period of 2022
•Net interest income was $230.2 million for the year ended December 31, 2023, compared with $219.8 million for the same period of 2022
•Total loans held for investment were $6.08 billion at December 31, 2023, compared with $5.82 billion at December 31, 2022
Results of Operations
The following discussion of BancPlus’ results of operations compares the year ended December 31, 2023 to the year ended December 31, 2022. For additional information on BancPlus’ financial condition as of December 31, 2022 and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, refer to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2022. Net Income
Net income for the years ended December 31, 2023 and 2022 was $60.1 million and $60.8 million, respectively. BancPlus’ annualized return on average assets for the years ended December 31, 2023 and 2022 was 0.82% and 0.95%, respectively. BancPlus’ annualized return on average equity for the years ended December 31, 2023 and 2022 was 8.66% and 10.75%, respectively.
The decrease in net income and return on average assets and equity for the year ended December 31, 2023 compared to the same period of 2022 was primarily the result of increased noninterest expense and provision for credit losses as well as increases in average assets and equity partially offset by increased net interest income in the current year.
Net Interest Income
Net interest income represents interest income less interest expense. BancPlus generates interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities. BancPlus incurs interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, borrowings and other forms of indebtedness. Net interest income typically is the most significant contributor to BancPlus’ net income. To evaluate net interest income, BancPlus
measures and monitors: (i) yields on its loans and other interest earning assets; (ii) the costs of its deposits and other funding sources; (iii) its net interest spread; and (iv) its net interest margin. Net interest spread is the difference between average rates earned on interest-earning assets and rates paid on interest-bearing liabilities. Net interest margin is calculated as the annualized 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.
Changes in market interest rates and interest BancPlus earns on interest earning assets or pays on interest-bearing liabilities, as well as the volume and types of interest earning assets, interest-bearing and noninterest-bearing liabilities and shareholders’ equity, usually have the largest impact on periodic changes in its net interest spread, net interest margin and net interest income. BancPlus measures net interest income before and after the provision for credit losses that BancPlus maintains.
For the year ended December 31, 2023, interest income was $365.5 million, an increase of $119.1 million, or 48.3%, compared to interest income of $246.4 million for the year ended December 31, 2022. The increase in interest income was primarily the result of higher interest rates in the current year as well as increased interest-earning assets as a result of organic loan growth and the FTC Merger.
For the year ended December 31, 2023, interest expense was $135.2 million, an increase of $108.6 million, or 408.0%, compared to interest expense of $26.6 million for the year ended December 31, 2022. The increase in interest expense was primarily the result of higher interest rates and increased FHLB advances in the current year as well as increased interest-bearing liabilities as a result of the FTC Merger.
For the year ended December 31, 2023, net interest income was $230.2 million, an increase of $10.4 million, or 4.8%, compared to net interest income of $219.8 million for the year ended December 31, 2022.
Net interest margin for the year ended December 31, 2023 decreased 34 basis points to 3.33% from 3.67% for the same period of 2022 primarily as a result of the rising interest rate environment seen in the current year as rates on interest-bearing liabilities rose faster than yields on interest-earning assets in the current year-to-date period.
Our average interest-earning assets at December 31, 2023 increased $928.3 million, or 15.49%, to $6.92 billion from $5.99 billion at December 31, 2022. BancPlus’ average interest-bearing liabilities at December 31, 2023 increased $1.06 billion, or 26.21%, to $5.10 billion from $4.04 billion at December 31, 2022. These increases in BancPlus’ average interest-earning assets and interest-bearing liabilities were primarily due to organic loan and deposit growth and the FTC Merger. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was 135.8% and 148.4% for the years ended December 31, 2023 and 2022, respectively.
BancPlus’ average interest earning assets produced a tax-equivalent yield of 5.28% for the year ended December 31, 2023 compared to 4.11% for the year ended December 31, 2022, respectively. The average rate paid on interest-bearing liabilities was 2.65% for the year ended December 31, 2023 compared to 0.66% for the year ended December 31, 2022. The year-over-year changes in yields reflect the rising interest rate environment seen in the current year.
Average Balances and Yields
The following tables show, for the years ended December 31, 2023 and 2022, the average balances of each principal category of BancPlus’ assets, liabilities and shareholders’ equity, and an analysis of net interest income. The average balances are principally daily averages and, for loans, include both performing and nonperforming balances. These tables are presented on a tax-equivalent basis, if applicable.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 |
| (Dollars in thousands) | Average Balance | | Interest & Fees | | Yield / Rate (1) | | Average Balance | | Interest & Fees | | Yield / Rate (1) |
| ASSETS: | | | | | | | | | | | |
| Interest-earning assets: | | | | | | | | | | | |
| Cash investments: | | | | | | | | | | | |
| Interest-bearing cash deposits | $ | 47,536 | | | $ | 2,278 | | | 4.79 | % | | $ | 268,986 | | | $ | 1,310 | | | 0.49 | % |
| Federal funds sold | — | | | — | | | — | % | | — | | | — | | | — | % |
| 47,536 | | | 2,278 | | | 4.79 | % | | 268,986 | | | 1,310 | | | 0.49 | % |
| Investment securities: | | | | | | | | | | | |
| Taxable investment securities | 754,605 | | | 19,118 | | | 2.53 | % | | 625,905 | | | 10,336 | | | 1.65 | % |
| Tax-exempt investment securities | 60,482 | | | 1,452 | | | 2.40 | % | | 68,153 | | | 1,589 | | | 2.33 | % |
| Total securities | 815,087 | | | 20,570 | | | 2.52 | % | | 694,058 | | | 11,925 | | | 1.72 | % |
Loans (2) | 6,034,079 | | | 341,376 | | | 5.66 | % | | 5,020,695 | | | 233,048 | | | 4.64 | % |
| Federal Home Loan Bank stock | 26,204 | | | 1,270 | | | 4.85 | % | | 10,830 | | | 139 | | | 1.28 | % |
| Total interest-earning assets | 6,922,906 | | | 365,494 | | | 5.28 | % | | 5,994,569 | | | 246,422 | | | 4.11 | % |
| Noninterest-earning assets | 448,206 | | | | | | | 410,313 | | | | | |
| Total assets | $ | 7,371,112 | | | | | | | $ | 6,404,882 | | | | | |
| | | | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY: | | | | | | | | |
| Interest-bearing liabilities: | | | | | | | | | | | |
| Interest-bearing transaction deposits | $ | 1,469,828 | | | $ | 20,467 | | | 1.39 | % | | $ | 1,574,512 | | | $ | 5,586 | | | 0.35 | % |
| Savings and money market deposits | 2,017,787 | | | 53,746 | | | 2.66 | % | | 1,408,355 | | | 5,864 | | | 0.42 | % |
| Time deposits | 1,043,152 | | | 30,518 | | | 2.93 | % | | 783,047 | | | 3,501 | | | 0.45 | % |
| Federal funds purchased | 1,640 | | | 80 | | | 4.88 | % | | 1,136 | | | 50 | | | 4.40 | % |
| FHLB advances | 429,657 | | | 21,326 | | | 4.96 | % | | 136,245 | | | 4,596 | | | 3.37 | % |
| Other borrowings | 3,423 | | | 51 | | | 1.49 | % | | 6,875 | | | 292 | | | 4.25 | % |
| Subordinated debentures | 133,560 | | | 9,057 | | | 6.78 | % | | 129,847 | | | 6,732 | | | 5.18 | % |
| Total interest-bearing liabilities | 5,099,047 | | | 135,245 | | | 2.65 | % | | 4,040,017 | | | 26,621 | | | 0.66 | % |
| Noninterest-bearing liabilities: | | | | | | | | | | | |
| Noninterest-bearing transaction deposits | 1,496,042 | | | | | | | 1,740,283 | | | | | |
| Other noninterest-bearing liabilities | 81,298 | | | | | | | 59,100 | | | | | |
| Total noninterest-bearing liabilities | 1,577,340 | | | | | | | 1,799,383 | | | | | |
Shareholders’ equity (3) | 694,725 | | | | | | | 565,482 | | | | | |
| Total liabilities and shareholders’ equity | $ | 7,371,112 | | | | | | | $ | 6,404,882 | | | | | |
Net interest income/net interest margin (4) | | | 230,249 | | | 3.33 | % | | | | 219,801 | | | 3.67 | % |
Net interest spread (5) | | | | | 2.63 | % | | | | | | 3.45 | % |
| Taxable equivalent adjustment: | | | | | | | | | | | |
Tax-exempt investment securities (6) | | | 468 | | | | | | | 511 | | | |
Net interest income/net interest margin (4) | | | $ | 230,717 | | | 3.33 | % | | | | $ | 220,312 | | | 3.68 | % |
(1)Yields and rates are annualized.
(2)Average loan balances include nonaccrual loans.
(3)Includes BancPlus Corporation Employee Stock Ownership Plan (“ESOP”)-owned shares.
(4)Net interest margin during the periods presented represents: (i) the difference between interest income on interest earning assets and the interest expense on interest-bearing liabilities, divided by (ii) average interest earning assets for the period.
(5)Net interest spread is the yield on BancPlus’ total interest earning assets less the yield on its interest-bearing liabilities.
(6)Interest income and averages rates for tax-exempt securities are presented on a tax-equivalent basis, assuming a combined federal and state income tax rate of 25% for 2023 and 2022.
Rate/Volume Analysis
Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest-earning assets and interest-bearing liabilities, as well as changes in average interest rates. The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to the outstanding balances and those due to changes in interest rates. The change in interest attributable to rate has been determined by applying the change in rate between periods to average balances outstanding in the earlier period. The change in interest due to volume has been determined by applying the rate from the later
period to the change in average balances outstanding between periods. The following table presents the changes in the volume and rate of BancPlus’ interest-earning assets and interest-bearing liabilities for the dates indicated:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 Compared with the Year Ended December 31, 2022 |
| Change Due To: | | |
| (Dollars in thousands) | Volume | | Rate | Interest Variance |
| Interest-earning assets: | | | | | |
| Cash investments | $ | (10,612) | | | $ | 11,581 | | | $ | 969 | |
| Investment securities: | | | | | |
| Taxable investment securities | 3,261 | | | 5,521 | | | 8,782 | |
| Tax-exempt investment securities | (184) | | | 47 | | | (137) | |
| Total securities | 3,077 | | | 5,568 | | | 8,645 | |
| Loans, net | 57,332 | | | 50,996 | | | 108,328 | |
| Federal Home Loan Bank stock | 745 | | | 385 | | | 1,130 | |
| Total interest-earning assets | $ | 50,542 | | | $ | 68,530 | | | $ | 119,072 | |
| | | | | |
| Interest-bearing liabilities: | | | | | |
| Interest-bearing transaction deposits | $ | (1,458) | | | $ | 16,339 | | | $ | 14,881 | |
| Savings and money market deposits | 16,233 | | | 31,649 | | | 47,882 | |
| Time deposits | 7,610 | | | 19,407 | | | 27,017 | |
| Federal funds purchased | 25 | | | 5 | | | 30 | |
| FHLB advances | 14,563 | | | 2,167 | | | 16,730 | |
| Other borrowings | (51) | | | (190) | | | (241) | |
| Subordinated debentures | 252 | | | 2,073 | | | 2,325 | |
| Total interest-bearing liabilities | $ | 37,174 | | | $ | 71,450 | | | $ | 108,624 | |
| Net interest income | $ | 13,368 | | | $ | (2,920) | | | $ | 10,448 | |
| | | | | |
Provision for Credit Losses
The provision for credit losses is the amount of expense that, based on BancPlus’ judgment, is required to maintain the allowance for credit losses at an adequate level to absorb probable losses inherent in the loan portfolio at the balance sheet date and that, in management’s judgment, is appropriate under relevant accounting guidance. The determination of the provision for credit losses is complex and involves a high degree of judgment and subjectivity.
For the year ended December 31, 2023, the provision for credit losses was $2.9 million compared to $1.4 million for the same period of 2022, an increase of $1.5 million, or 115.2%. The increase was primarily attributable to increased loan balances resulting from organic loan growth and the FTC Merger as well as credit losses on available for sale securities in the current year partially offset by a reduction in the reserve for unfunded loan commitments. The components of the provision for (recovery of) credit losses were:
| | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | 2022 | $ Change | % Change |
| Loans | $ | 4,456 | | $ | 1,365 | | $ | 3,091 | | 226.4 | % |
| Available for sale securities | 2,035 | | — | | 2,035 | | 100.0 | % |
| Unfunded loan commitments | (3,554) | | — | | (3,554) | | 100.0 | % |
| $ | 2,937 | | $ | 1,365 | | $ | 1,572 | | 115.2 | % |
Noninterest Income
Noninterest income consists of: (i) service charges on deposit accounts; (ii) mortgage origination income; (iii) debit card interchange; (iv) income from fiduciary activities; (v) ATM income; (vi) brokerage and insurance fees and commissions; (vii) life insurance income; (viii) CDFI grants; and (ix) other noninterest income.
BancPlus’ income from service charges on deposit accounts and debit card interchange fees is largely affected by the volume, growth and type of deposits BancPlus holds, which are impacted by prevailing market conditions for BancPlus’ deposit products, market interest rates, marketing efforts, and other factors.
Service charges on deposit accounts include fees and miscellaneous charges on deposit products offered by BancPlus. Mortgage origination income represents the gains recorded on the sale of mortgages originated by BancPlus. Debit card interchange represents income from the use of check cards by our customers. Income from fiduciary activities includes retirement and management fee income from our wealth management group. ATM income is comprised of fees from our ATM network. Brokerage and insurance fees and commissions includes stock and mutual fund brokerage fees earned by our wealth management group. Life insurance income includes earnings and benefits paid on bank-owned life insurance policies. Other income includes various types of income including gains on sale of other real estate, personalized check sales, and wire transfer fees.
Noninterest income was $69.8 million for the year ended December 31, 2023, compared to $70.2 million for the same period of 2022, a decrease of $433,000, or 0.6%, primarily due to decreases in service charges on deposit accounts and mortgage origination income partially offset by increases in other income and CDFI grants.
The following table presents the major components of noninterest income for the year ended December 31, 2023, compared to the year ended December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | $ Change | | % Change |
| Noninterest income: | | | | | | | |
| Service charges on deposit accounts | $ | 25,080 | | | $ | 29,952 | | | $ | (4,872) | | | (16.3) | % |
| Mortgage origination income | 4,087 | | | 6,510 | | | (2,423) | | | (37.2) | % |
| Debit card interchange | 10,262 | | | 10,150 | | | 112 | | | 1.1 | % |
| Income from fiduciary activities | 8,440 | | | 7,607 | | | 833 | | | 11.0 | % |
| ATM income | 5,742 | | | 6,127 | | | (385) | | | (6.3) | % |
| Brokerage and insurance fees and commissions | 2,765 | | | 2,690 | | | 75 | | | 2.8 | % |
| Life insurance income | 2,956 | | | 2,563 | | | 393 | | | 15.3 | % |
| CDFI grants | 2,288 | | | 443 | | | 1,845 | | | 416.5 | % |
| Other income | 8,144 | | | 4,155 | | | 3,989 | | | 96.0 | % |
| Total | $ | 69,764 | | | $ | 70,197 | | | $ | (433) | | | (0.6) | % |
Service charges on deposit accounts decreased $4.9 million, or 16.3%, to $25.1 million for the year ended December 31, 2023, compared to $30.0 million for the same period of 2022. The decrease was primarily the result of lower non-sufficient funds fees in the current year.
Mortgage origination income decreased $2.4 million, or 37.2%, to $4.1 million for the year ended December 31, 2023 compared to $6.5 million for the same period of 2022. The decrease was primarily the result of decreased mortgage origination activity as refinancing activity has slowed in the current higher interest rate environment.
Other income increased $4.0 million, or 96.0%, to $8.1 million for the year ended December 31, 2023, compared to $4.2 million for the same period of 2022. The increase was primarily the result of the sale of shares of Class B Common Stock of Visa Inc. in the fourth quarter of 2023.
CDFI grant income increased $1.8 million, or 416.5%, to $2.3 million for the year ended December 31, 2023 from $443,000 for the same period of 2022. The increase was primarily the result of a grant awarded in September 2023 from the CDFI Equitable Recovery Program.
Noninterest Expense
Noninterest expense includes: (i) salaries and employee benefits expenses; (ii) net occupancy expenses; (iii) furniture, equipment, and data processing expenses; (iv) marketing and promotional expenses; (v) other real estate expenses and losses; (vi) professional fees; and (vii) other expenses.
Salaries and employee benefits expenses include compensation, employee benefits and tax expenses for BancPlus’ personnel. Net occupancy expenses include depreciation expense on BancPlus’ owned properties, lease expense on its leased properties and other occupancy-related expenses. Furniture and equipment expenses include depreciation and maintenance and other expenses related to its furniture, fixtures and equipment. Data processing expenses include costs related to maintenance and monitoring of its systems and expenses paid to its third-party data processing system providers. Marketing and promotional expenses include costs for advertising, promotions and sponsorships. Other real estate expenses and losses include taxes, insurance, maintenance and other expenses related to BancPlus’ foreclosed properties. Professional fees include accounting and auditing, consulting and legal fees. Other expenses include expenses associated with FDIC assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, communications, travel, meals, training, supplies, and postage.
Noninterest expense generally increases as BancPlus grows its business. Noninterest expense has increased commensurate with our growth over the past few years as BancPlus has grown organically and through acquisitions. Additionally, BancPlus has built out and modernized its operational infrastructure and implemented its plan to build an efficient, technology-driven banking operation with capacity for growth. BancPlus continues to focus efforts on supporting growth through sales efforts, product development, marketing and promotion, as well as investing in technology and its branch network, while also seeking to improve productivity and maintain appropriate cost structure and customer service levels.
For the year ended December 31, 2023, noninterest expense totaled $220.9 million, an increase of $9.6 million, or 4.6%, from $211.2 million for the year ended December 31, 2022 primarily due to increases in other expenses, salaries and employee benefits expense, and marketing and promotional expenses, partially offset by a decrease in professional fees.
The following table presents the major components of noninterest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022:
| | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | $ Change | | % Change |
| Noninterest expense: | | | | | | | |
| Salaries and employee benefits expenses | $ | 127,259 | | | $ | 122,933 | | | $ | 4,326 | | | 3.5 | % |
| Net occupancy expenses | 18,181 | | | 18,213 | | | (32) | | | (0.2) | % |
| Furniture, equipment and data processing expenses | 30,309 | | | 29,845 | | | 464 | | | 1.6 | % |
| Marketing and promotional expenses | 7,503 | | | 6,171 | | | 1,332 | | | 21.6 | % |
| Other real estate expenses and losses | 745 | | | 1,262 | | | (517) | | | (41.0) | % |
| Professional fees | 6,272 | | | 8,147 | | | (1,875) | | | (23.0) | % |
| Other expenses | 30,610 | | | 24,673 | | | 5,937 | | | 24.1 | % |
| Total | $ | 220,879 | | | $ | 211,244 | | | $ | 9,635 | | | 4.6 | % |
Salaries and employee benefits expenses was the largest component of noninterest expense, representing 57.6% and 58.2% of total noninterest expense for the years ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023, salaries and employee benefits expense increased $4.3 million, or 3.5%, to $127.3 million, compared to $122.9 million for the year ended December 31, 2022. The increase in salaries and employee benefits expense was primarily due to voluntary retirement expense, expansion of our Alabama and Florida teams, and increased medical benefit costs as well as normal annual salary increases for employees and related expenses, partially offset by a reduction in bonus expense.
Other expenses increased $5.9 million, or 24.1%, to $30.6 million for the year ended December 31, 2023, compared to $24.7 million for the prior year. The increase was primarily attributable to increases in FDIC assessments, branch closure expense, Louisiana shares tax, and loss on disposal of fixed assets in the current year.
Marketing and promotional expenses increased $1.3 million, or 21.6%, to $7.5 million, for the year ended December 31, 2023, compared to $6.2 million for the prior year. The increase was primarily attributable to expanded marketing campaigns in new and existing markets.
Professional fees decreased $1.9 million, or 23.0%, to $6.3 million for the year ended December 31, 2023 compared to $8.1 million for the year ended December 31, 2022. The decrease was primarily the result of higher advisory fees in the prior year in connection with the FTC Merger partially offset by increased legal expenses in the current year from our portion of the previously disclosed Joint Settlement in the Madison Timber proceeding.
Income Tax Expense
The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the effect of the differences in the inclusion or deductibility of certain income and expenses for income tax purposes, the mix of BancPlus’ taxable and tax-free investments and loans, and its overall taxable income.
BancPlus recorded income tax expense of $16.1 million for the year ended December 31, 2023, compared to $16.6 million for the same period of 2022. BancPlus’ effective tax rate for the year ended December 31, 2023 was 21.1% compared to 21.5% for the same period of 2022. For the year ended December 31, 2023, the decrease in income tax expense over the prior year was primarily the result of lower income before taxes in the current year.
Financial Condition
The following discussion compares BancPlus’ financial condition as of December 31, 2023 to December 31, 2022.
Assets
Total assets at December 31, 2023 were $7.64 billion, an increase of $607.7 million over total assets of $7.03 billion at December 31, 2022. Total cash and cash equivalents increased $128.7 million, or 93.3%, to $266.6 million at December 31, 2023, compared to $137.9 million at December 31, 2022, primarily due to increases in deposits and proceeds from Federal Home Loan Bank advances, partially offset by an increase in cash outflow for investments and loans made during the period. Total loans increased $257.9 million, or 4.4%, to $6.08 billion at December 31, 2023, compared to $5.82 billion at December 31, 2022 as a result of organic loan growth. Investment securities increased $225.0 million, or 32.8%, from $686.2 million at December 31, 2022 to $911.2 million at December 31, 2023 primarily as a result of increases in BancPlus’ portfolio of U.S. treasuries and U.S. government agency obligations.
Investment Securities Portfolio
BancPlus’ investment securities portfolio, which consists primarily of U.S. government agency obligations, U.S. treasuries, mortgage-backed securities, municipal securities and corporate investments, is used as a source of liquidity and serves as collateral for certain types of deposits. BancPlus manages its investment securities portfolio according to a written investment policy. Balances in BancPlus’ investment securities portfolio change over time based on its funding needs and interest rate risk management objectives. BancPlus’ liquidity levels take into account anticipated future cash flows and all available sources of credit and are maintained at levels management believes ensure flexibility in meeting its anticipated funding needs.
As of December 31, 2023, 6.1% of BancPlus’ investment securities portfolio was classified as held to maturity and 93.9% was classified as available for sale. As of December 31, 2022, 9.1% of BancPlus’ investment securities portfolio was classified as held to maturity and 90.9% was classified as available for sale. Securities available for sale increased $232.1 million, or 37.2%, from
$623.9 million at December 31, 2022 to $856.0 million at December 31, 2023 primarily as a result of increases in BancPlus’ portfolio of U.S. treasuries and U.S. government agency obligations.
At December 31, 2023, U.S. government agency obligations represented 49.9%, U.S. treasuries represented 23.1%, municipal securities represented 10.9%, mortgage-backed securities represented 10.3%, corporate investments represented 5.0%, and asset-backed securities represented 0.8% of BancPlus’ investment securities portfolio. At December 31, 2022, U.S. government agency obligations represented 55.2%, municipal securities represented 16.1%, mortgage-backed securities represented 15.5%, corporate investments represented 6.7%, U.S. treasuries represented 5.0% and asset-backed securities represented 1.5% of BancPlus’ investment securities portfolio. Other than the U.S. government and its agencies, BancPlus’ securities portfolio did not contain securities of any single issuer, including any securities issued by a state or political subdivision, that were payable from and secured by the same source of revenue or taxing authority where the aggregate carrying value of such registration statement becomes effective (orsecurities exceeded 10% of shareholders’ equity.
The following table presents the carrying value of BancPlus’ investment securities portfolio as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2023 | | December 31, 2022 |
| (Dollars in thousands) | | Carrying Value | | % of Total | | Carrying Value | | % of Total |
| Held to Maturity: | | | | | | | | |
| (At amortized cost) | | | | | | | | |
| U.S. Government agency obligations | | $ | — | | | — | % | | $ | — | | | — | % |
| Issued by states and political subdivisions | | 55,170 | | | 6.05 | % | | 62,274 | | | 9.08 | % |
| Residential mortgage-backed securities | | — | | | — | % | | — | | | — | % |
| Total held-to-maturity | | 55,170 | | | 6.05 | % | | 62,274 | | | 9.08 | % |
| | | | | | | | |
| Available for Sale: | | | | | | | | |
| (At fair value) | | | | | | | | |
| U.S. Treasuries | | 210,118 | | | 23.06 | % | | 34,579 | | | 5.04 | % |
| U.S. Government agency obligations | | 454,923 | | | 49.93 | % | | 378,736 | | | 55.19 | % |
| Issued by states and political subdivisions | | 44,191 | | | 4.85 | % | | 48,150 | | | 7.02 | % |
| Mortgage-backed securities: | | | | | | | | |
| Residential | | 82,028 | | | 9.00 | % | | 94,132 | | | 13.72 | % |
| Commercial | | 12,273 | | | 1.35 | % | | 12,070 | | | 1.76 | % |
| Asset-backed securities | | 6,949 | | | 0.76 | % | | 10,220 | | | 1.49 | % |
| Corporate investments | | 45,539 | | | 5.00 | % | | 46,033 | | | 6.71 | % |
| Total available for sale | | 856,021 | | | 93.95 | % | | 623,920 | | | 90.92 | % |
| | | | | | | | |
| Total investment securities | | $ | 911,191 | | | 100.00 | % | | $ | 686,194 | | | 100.00 | % |
The following tables present the carrying value of BancPlus’ investment securities portfolio by their stated maturities and the weighted average yields for each maturity range as of the dates indicated. Weighted-average yields have been computed on a fully tax equivalent basis using a tax rate of 21%.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturity as of December 31, 2023 |
| Due in One Year or Less | | More Than One Year to Five Years | | More Than Five Years to Ten Years | | Due After Ten Years |
| (Dollars in thousands) | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield |
| Held to maturity: | | | | | | | | | | | | | | | |
| U.S. Treasuries | $ | — | | | — | % | | $ | — | | | — | % | | $ | — | | | — | % | | $ | — | | | — | % |
| U.S. Government agency obligations | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Issued by states and political subdivisions | 13,776 | | | 1.42 | % | | 35,076 | | | 2.94 | % | | 5,093 | | | 3.61 | % | | 1,225 | | | 4.31 | % |
| Mortgage-backed securities: | | | | | | | | | | | | | | | |
| Residential | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Commercial | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Corporate investments | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Total held-to-maturity | $ | 13,776 | | | 1.42 | % | | $ | 35,076 | | | 2.94 | % | | $ | 5,093 | | | 3.61 | % | | $ | 1,225 | | | 4.31 | % |
| | | | | | | | | | | | | | | |
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. Treasuries | $ | 171,802 | | | 5.22 | % | | $ | 38,316 | | | 3.89 | % | | $ | — | | | — | % | | $ | — | | | — | % |
| U.S. Government agency obligations | 75,249 | | | 0.68 | % | | 338,867 | | | 2.25 | % | | 38,980 | | | 2.31 | % | | 1,827 | | | 7.14 | % |
| Issued by states and political subdivisions | 2,962 | | | 2.99 | % | | 23,863 | | | 2.78 | % | | 14,667 | | | 3.13 | % | | 2,699 | | | 4.24 | % |
| Mortgage-backed securities: | | | | | | | | | | | | | | | |
| Residential | — | | | — | % | | 1,546 | | | 1.81 | % | | 4,023 | | | 2.80 | % | | 76,459 | | | 2.56 | % |
| Commercial | — | | | — | % | | 9,290 | | | 1.52 | % | | 2,685 | | | 1.58 | % | | 298 | | | 2.47 | % |
| Asset-backed securities | — | | | — | % | | — | | | — | % | | — | | | — | % | | 6,949 | | | 6.71 | % |
| Corporate investments | — | | | — | % | | 1,360 | | | 6.21 | % | | 43,487 | | | 4.27 | % | | 692 | | | 4.50 | % |
| Total available for sale | $ | 250,013 | | | 3.83 | % | | $ | 413,242 | | | 2.43 | % | | $ | 103,842 | | | 3.25 | % | | $ | 88,924 | | | 3.04 | % |
| | | | | | | | | | | | | | | |
| Total investment securities | $ | 263,789 | | | 3.70 | % | | $ | 448,318 | | | 2.47 | % | | $ | 108,935 | | | 3.26 | % | | $ | 90,149 | | | 3.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Maturity as of December 31, 2022 |
| Due in One Year or Less | | More Than One Year to Five Years | | More Than Five Years to Ten Years | | Due After Ten Years |
| (Dollars in thousands) | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield | | Amount | | Weighted
Average
Yield |
| Held to maturity: | | | | | | | | | | | | | | | |
| U.S. Government agency obligations | $ | — | | | — | % | | $ | — | | | — | % | | $ | — | | | — | % | | $ | — | | | — | % |
| Issued by states and political subdivisions | 6,961 | | | 2.71 | % | | 47,221 | | | 2.53 | % | | 6,452 | | | 3.77 | % | | 1,640 | | | 4.39 | % |
| Mortgage-backed securities: | | | | | | | | | | | | | | | |
| Residential | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Commercial | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Corporate investments | — | | | — | % | | — | | | — | % | | — | | | — | % | | — | | | — | % |
| Total held-to-maturity | 6,961 | | | 2.71 | % | | 47,221 | | | 2.53 | % | | 6,452 | | | 3.77 | % | | 1,640 | | | 4.39 | % |
| | | | | | | | | | | | | | | |
| Available for sale: | | | | | | | | | | | | | | | |
| U.S. Treasuries | $ | 25,302 | | | 1.35 | % | | $ | 9,277 | | | 1.24 | % | | $ | — | | | — | % | | $ | — | | | — | % |
| U.S. Government agency obligations | 57,051 | | | 0.57 | % | | 259,397 | | | 1.02 | % | | 59,604 | | | 1.38 | % | | 2,684 | | | 4.79 | % |
| Issued by states and political subdivisions | 3,391 | | | 2.72 | % | | 22,436 | | | 2.96 | % | | 19,230 | | | 3.19 | % | | 3,093 | | | 3.62 | % |
| Mortgage-backed securities: | | | | | | | | | | | | | | | |
| Residential | — | | | — | % | | 386 | | | 1.48 | % | | 5,691 | | | 2.29 | % | | 88,056 | | | 2.54 | % |
| Commercial | — | | | — | % | | 9,082 | | | 1.52 | % | | 2,637 | | | 1.58 | % | | 350 | | | 2.56 | % |
| Asset-backed securities | — | | | — | % | | — | | | — | % | | — | | | — | % | | 10,220 | | | 5.57 | % |
| Corporate investments | — | | | — | % | | 437 | | | 2.75 | % | | 42,767 | | | 4.12 | % | | 2,829 | | | 6.33 | % |
| Total available for sale | 85,744 | | | 0.89 | % | | 301,015 | | | 1.19 | % | | 129,929 | | | 2.59 | % | | 107,232 | | | 3.02 | % |
| | | | | | | | | | | | | | | |
| Total investment securities | $ | 92,705 | | | 1.02 | % | | $ | 348,236 | | | 1.37 | % | | $ | 136,381 | | | 2.65 | % | | $ | 108,872 | | | 3.04 | % |
The objective of BancPlus’ investment policy is to invest funds to provide sufficient liquidity, optimize the total return of the portfolio, mitigate interest rate risk, and meet pledging requirements. In doing so, BancPlus balances the market and credit risks against the potential investment return, makes most investments compatible with the pledge requirements of any deposits of public funds, and maintains compliance with regulatory investment requirements. BancPlus’ investment policy allows portfolio holdings to include short-term securities purchased to provide needed liquidity and longer term securities purchased to generate stable income over periods of interest rate fluctuations.
Loan Portfolio
The following tables detail composition and percentage composition of BancPlus’ loan portfolio, by category, as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 | | As of December 31, 2022 |
| (Dollars in thousands) | Amount | | Percent | | Amount | | Percent |
| | | | | | | |
| Secured by real estate: | | | | | | | |
| Residential properties | $ | 1,551,777 | | | 25.51 | % | | $ | 1,403,974 | | | 24.11 | % |
| Construction and land development | 731,449 | | | 12.03 | % | | 772,357 | | | 13.26 | % |
| Farmland | 309,840 | | | 5.09 | % | | 283,832 | | | 4.87 | % |
| Other commercial | 2,666,956 | | | 43.86 | % | | 2,467,216 | | | 42.36 | % |
| Total real estate | 5,260,022 | | | 86.49 | % | | 4,927,379 | | | 84.60 | % |
| Commercial and industrial | 631,528 | | | 10.38 | % | | 706,466 | | | 12.13 | % |
| Agricultural production and other loans to farmers | 91,976 | | | 1.51 | % | | 80,770 | | | 1.39 | % |
| Consumer and other | 98,485 | | | 1.62 | % | | 109,534 | | | 1.88 | % |
| Total loans, gross | 6,082,011 | | | 100.00 | % | | 5,824,149 | | | 100.00 | % |
| Allowance for credit losses | (65,872) | | | | | (42,875) | | | |
| Total loans, net | $ | 6,016,139 | | | | | $ | 5,781,274 | | | |
Our loan portfolio was comprised of 72.9% commercial loans and 27.1% consumer loans as of December 31, 2023, compared to 74.0% commercial loans and 26.0% consumer loans as of December 31, 2022. Commercial loans consist of our construction and land development, farmland, other commercial, commercial and industrial, agricultural production and other loans to farmers categories and our consumer loans consist of our residential property and consumer and other categories.
As a general practice, BancPlus originates substantially all of its loans, but BancPlus occasionally participates in syndications and other loan participations. At December 31, 2023, BancPlus’ loan portfolio included $392.8 million of loan participations purchased, or 6.46% of total loans, which included $222.5 million of shared national credits. At December 31, 2022, BancPlus’ loan portfolio included $471.3 million of loan participations purchased, or 8.09% of total loans, which included $274.4 million of shared national credits.
The following tables detail the contractual maturities and sensitivity to interest rate changes for BancPlus’ loan portfolio as of the dates indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| (Dollars in thousands) | Due in
One Year or
Less | | More Than
One Year
to Five | | More Than Five Years to Fifteen | | After Fifteen Years | | Total |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 167,444 | | | $ | 501,115 | | | $ | 477,595 | | | $ | 405,623 | | | $ | 1,551,777 | |
| Construction and land development | 330,448 | | 330,448 | | 336,288 | | | 51,417 | | | 13,296 | | | 731,449 | |
| Farmland | 50,778 | | | 113,066 | | | 112,791 | | | 33,205 | | | 309,840 | |
| Other commercial | 317,227 | | | 1,686,390 | | | 482,256 | | | 181,083 | | | 2,666,956 | |
| Total real estate | 865,897 | | | 2,636,859 | | | 1,124,059 | | | 633,207 | | | 5,260,022 | |
| Commercial and industrial | 148,992 | | | 418,518 | | | 64,018 | | | — | | | 631,528 | |
| Agricultural production and other loans to farmers | 45,022 | | | 46,483 | | | 471 | | | — | | | 91,976 | |
| Consumer and other loans | 24,280 | | | 68,383 | | | 5,822 | | | — | | | 98,485 | |
| Total loans | $ | 1,084,191 | | | $ | 3,170,243 | | | $ | 1,194,370 | | | $ | 633,207 | | | $ | 6,082,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
| (Dollars in thousands) | Due in
One Year or
Less | | More Than
One Year
to Five | | More Than Five Years to Fifteen | | After Fifteen Years | | Total |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 149,146 | | | $ | 401,119 | | | $ | 497,926 | | | $ | 355,783 | | | $ | 1,403,974 | |
| Construction and land development | 272,454 | | | 379,245 | | | 104,632 | | | 16,026 | | | 772,357 | |
| Farmland | 46,925 | | | 114,854 | | | 96,937 | | | 25,116 | | | 283,832 | |
| Other commercial | 254,430 | | | 1,504,253 | | | 487,890 | | | 220,643 | | | 2,467,216 | |
| Total real estate | 722,955 | | | 2,399,471 | | | 1,187,385 | | | 617,568 | | | 4,927,379 | |
| Commercial and industrial | 151,895 | | | 451,261 | | | 103,310 | | | — | | | 706,466 | |
| Agricultural production and other loans to farmers | 40,558 | | | 39,665 | | | 547 | | | — | | | 80,770 | |
| Consumer and other loans | 39,667 | | | 64,715 | | | 5,138 | | | 14 | | | 109,534 | |
| Total loans | $ | 955,075 | | | $ | 2,955,112 | | | $ | 1,296,380 | | | $ | 617,582 | | | $ | 5,824,149 | |
| | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| (Dollars in thousands) | Fixed Interest Rates | | Floating or Adjustable Rates | | Total |
| Secured by real estate: | | | | | |
| Residential properties | $ | 1,222,057 | | | $ | 329,720 | | | $ | 1,551,777 | |
| Construction and land development | 345,469 | | | 385,980 | | | 731,449 | |
| Farmland | 181,753 | | | 128,087 | | | 309,840 | |
| Other commercial | 1,977,444 | | | 689,512 | | | 2,666,956 | |
| Total real estate | 3,726,723 | | | 1,533,299 | | | 5,260,022 | |
| Commercial and industrial | 328,076 | | | 303,452 | | | 631,528 | |
| Agricultural production and other loans to farmers | 47,231 | | | 44,745 | | | 91,976 | |
| Consumer and other loans | 67,785 | | | 30,700 | | | 98,485 | |
| Total loans | $ | 4,169,815 | | | $ | 1,912,196 | | | $ | 6,082,011 | |
| | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
| (Dollars in thousands) | Fixed Interest Rates | | Floating or Adjustable Rates | | Total |
| Secured by real estate: | | | | | |
| Residential properties | $ | 1,115,571 | | | $ | 288,403 | | | $ | 1,403,974 | |
| Construction and land development | 413,291 | | | 359,066 | | | 772,357 | |
| Farmland | 181,973 | | | 101,859 | | | 283,832 | |
| Other commercial | 1,748,802 | | | 718,414 | | | 2,467,216 | |
| Total real estate | 3,459,637 | | | 1,467,742 | | | 4,927,379 | |
| Commercial and industrial | 316,909 | | | 389,557 | | | 706,466 | |
| Agricultural production and other loans to farmers | 44,941 | | | 35,829 | | | 80,770 | |
| Consumer and other loans | 78,411 | | | 31,123 | | | 109,534 | |
| Total loans | $ | 3,899,898 | | | $ | 1,924,251 | | | $ | 5,824,149 | |
Additionally, BancPlus enters into various other transactions to meet the financing needs of its customers including commitments to extend credit and letters of credit. Commitments to extend credit beyond current funding are agreements to lend to a customer
as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. Letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. At December 31, 2023, BancPlus had total off-balance sheet commitments of $1.12 billion. At December 31, 2023, BancPlus had an allowance for credit loss on off-balance sheet commitments of $9.0 million.
Asset Quality
Federal regulations and BancPlus’ internal policies require that BancPlus utilize an asset classification system as a means of managing and reporting problem and potential problem assets. BancPlus has incorporated an internal asset classification system, substantially consistent with federal banking regulations, as part of its credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose BancPlus to sufficient risk to warrant classification in one of the categories mentioned above but possess weakness are required to be designated “watch” or “special mention.”
The tables below set forth information on BancPlus’ asset classification as of the dates indicated. BancPlus had no assets classified as loss.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2023 |
| (Dollars in thousands) | Risk
Grades 1-6 | | Special Mention | | Substandard | | Doubtful | | Total |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 1,531,377 | | | $ | — | | | $ | 20,400 | | | $ | — | | | $ | 1,551,777 | |
| Construction and land development | 728,493 | | | 246 | | | 2,710 | | | — | | | 731,449 | |
| Farmland | 306,916 | | | — | | | 2,924 | | | — | | | 309,840 | |
| Other commercial | 2,654,378 | | | — | | | 12,578 | | | — | | | 2,666,956 | |
| Total real estate | 5,221,164 | | | 246 | | | 38,612 | | | — | | | 5,260,022 | |
| Commercial and industrial | 617,896 | | | — | | | 12,016 | | | 1,616 | | | 631,528 | |
| Agricultural production and other loans to farmers | 91,893 | | | — | | | 83 | | | — | | | 91,976 | |
| Consumer and other | 98,332 | | | — | | | 153 | | | — | | | 98,485 | |
| Total | $ | 6,029,285 | | | $ | 246 | | | $ | 50,864 | | | $ | 1,616 | | | $ | 6,082,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2022 |
| (Dollars in thousands) | Risk
Grades 1-6 | | Special Mention | | Substandard | | Doubtful | | Total |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 1,391,039 | | | $ | — | | | $ | 12,852 | | | $ | 83 | | | $ | 1,403,974 | |
| Construction and land development | 768,699 | | | 303 | | | 3,355 | | | — | | | 772,357 | |
| Farmland | 280,522 | | | — | | | 3,310 | | | — | | | 283,832 | |
| Other commercial | 2,456,708 | | | — | | | 10,384 | | | 124 | | | 2,467,216 | |
| Total real estate | 4,896,968 | | | 303 | | | 29,901 | | | 207 | | | 4,927,379 | |
| Commercial and industrial | 693,963 | | | — | | | 12,503 | | | — | | | 706,466 | |
| Agricultural production and other loans to farmers | 80,524 | | | — | | | 246 | | | — | | | 80,770 | |
| Consumer and other | 108,279 | | | — | | | 1,255 | | | — | | | 109,534 | |
| Total | $ | 5,779,734 | | | $ | 303 | | | $ | 43,905 | | | $ | 207 | | | $ | 5,824,149 | |
Nonperforming Assets
Nonperforming loans include loans accounted for on a nonaccrual basis and loans that are 90 days past due and still accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e. real estate acquired through foreclosure).
The following table summarizes BancPlus’ nonperforming assets, by category, as of the dates indicated:
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Nonaccrual loans: | | | |
| Real estate loans: | | | |
| Residential properties | $ | 3,180 | | | $ | 2,726 | |
| Construction and land development | 239 | | | 24 | |
| Farmland | 642 | | | 960 | |
| Other commercial | 1,613 | | | 1,215 | |
| Total real estate | 5,674 | | | 4,925 | |
| Commercial and industrial | 1,523 | | | 192 | |
| Agricultural production and other loans to farmers | — | | | 155 | |
| Consumer and other | 17 | | | — | |
| Total nonaccrual loans | 7,214 | | | 5,272 | |
| | | |
| 90+ days past due and accruing: | | | |
| Real estate loans: | | | |
| Residential properties | 270 | | | 1,079 | |
| Construction and land development | — | | | 1,578 | |
| Farmland | — | | | 427 | |
| Other commercial | 124 | | | 216 | |
| Total real estate | 394 | | | 3,300 | |
| Commercial and industrial | 339 | | | 545 | |
| Agricultural production and other loans to farmers | — | | | — | |
| Consumer and other | 28 | | | 697 | |
| Total 90+ days past due and accruing | 761 | | | 4,542 | |
| Total nonperforming loans | 7,975 | | | 9,814 | |
| Plus: foreclosed assets | 2,368 | | | 4,231 | |
| Total nonperforming assets | $ | 10,343 | | | $ | 14,045 | |
| | | |
| Nonaccrual loans to total loans | 0.12 | % | | 0.09 | % |
| Nonperforming loans to total loans | 0.13 | % | | 0.17 | % |
| Nonperforming assets to total assets | 0.14 | % | | 0.20 | % |
| Allowance for credit losses to nonaccrual loans | 913.11 | % | | 813.26 | % |
Total nonperforming assets decreased by $3.7 million, or 26.4%, from $14.0 million at December 31, 2022 to $10.3 million at December 31, 2023, primarily as a result of reductions in loans past due 90 days or more and accruing and foreclosed assets partially offset by an increase in nonaccrual loans. The decreases in nonperforming loans and foreclosed assets resulted in a corresponding decrease in the ratios for nonperforming loans to total loans and nonperforming assets to total assets for the year ended December 31, 2023, while the increase in nonaccrual loans resulted in a corresponding increase in the ratio for nonaccrual loans to total loans.
The balance of nonperforming assets can fluctuate due to changes in economic conditions. BancPlus has established a policy to discontinue accruing interest on a loan (that is, place the loan on nonaccrual status) after it has become 90 days delinquent as to
payment of principal or interest, unless the loan is considered to be well-secured and in the process of collection. When a loan is placed on nonaccrual status, interest that is accrued but not collected is reversed against interest income. Generally, payments received on nonaccrual loans are applied directly to principal.
Allowance for Credit Losses
The allowance for credit losses is a reserve established through charges to earnings in the form of a provision for credit losses. BancPlus maintains an allowance for credit losses at a level management considers adequate to provide for expected credit losses on loans over the life of the company if less than a full fiscal year), thenloan. The level of the company must, within 90 daysallowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the effective dateloans and prevailing economic conditions. Loan charge-offs (i.e. loans judged to be uncollectible) are charged against the reserve and any subsequent recovery is credited to the reserve. BancPlus made the policy election to exclude accrued interest receivable on loans from the estimate of such registration statement, file a special financial report furnishing certified financial statementscredit losses. The Company calculates estimated credit loss on its portfolio primarily using quantitative methodologies using relevant available information from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the last full fiscal year or otherestimation of expected credit losses. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the case may be, meetingother loans and whether it needs to evaluate the requirementsallowance on an individual basis. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the form appropriatetype of credit. The Company’s segments for annual reportsloans include commercial real estate, commercial and industrial, residential and consumer.
Expected credit losses are estimated over the contractual term of each loan taking into consideration expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Also included in the allowance for credit losses are qualitative reserves to cover losses that company. Rule 15d-2 further providesare expected but, in the Company’s assessment, may not be adequately represented in the quantitative method or the economic assumptions described above. For example, factors that the special financial report is to be filed under coverCompany considers include the nature and size of the facing sheetportfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans and current business conditions.
These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the form appropriateperiods in which they become known. During 2023, the U.S. economy continued to experience volatility and there remains uncertainty surrounding future economic conditions as a result of supply chain disruptions, labor shortages, and the conflicts in Ukraine and the Middle East. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to BancPlus’ allowance for annual reports of the company.credit losses.
The Registration Statement did not containallowance for credit losses was $65.9 million and $42.9 million, and the certified financial statementsallowance for credit losses as a percentage of the Companyloans was 1.08% and 0.74%, at December 31, 2023 and December 31, 2022, respectively. Net charge-offs totaled $2.2 million and $3.5 million for the fiscal year ended December 31, 2019, therefore,2023 and 2022, respectively. The variance was primarily the result of a decrease in charge-offs on residential properties, commercial and industrial and consumer and other loans partially offset by a reduction in recoveries on consumer and other loans.
The allowance for credit losses increased by $23.0 million, or 53.64%, to $65.9 million at December 31, 2023, from $42.9 million at December 31, 2022, primarily due to the adoption of ASU 2016-13.
The following is a summary of the activity in the allowance for credit loss reserve as requiredof and for the year-to-date periods indicated:
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Balance, beginning of period | $ | 42,875 | | | $ | 45,000 | |
| Impact of adopting ASU 2016-13 | 20,744 | | | — | |
| Charge-offs: | | | |
| Residential properties | 255 | | | 826 | |
| Construction and land development | 128 | | | 1 | |
| Farmland | 114 | | | 120 | |
| Other commercial | 399 | | | 559 | |
| Total real estate | 896 | | | 1,506 | |
| Commercial and industrial | 835 | | | 1,830 | |
| Agricultural production and other loans to farmers | 53 | | | 227 | |
| Consumer and other | 3,170 | | | 4,303 | |
| Total charge-offs | 4,954 | | | 7,866 | |
| Recoveries: | | | |
| Residential properties | 222 | | | 531 | |
| Construction and land development | 105 | | | 476 | |
| Farmland | 101 | | | 21 | |
| Other commercial | 219 | | | 596 | |
| Total real estate | 647 | | | 1,624 | |
| Commercial and industrial | 274 | | | 160 | |
| Agricultural production and other loans to farmers | 27 | | | 51 | |
| Consumer and other | 1,803 | | | 2,541 | |
| Total recoveries | 2,751 | | | 4,376 | |
| Net charge-offs | 2,203 | | | 3,490 | |
| Provision for credit losses | 4,456 | | | 1,365 | |
| Balance, end of period | $ | 65,872 | | | $ | 42,875 | |
| | | |
| Total loans, end of period (including loans held for sale) | $ | 6,088,536 | | | $ | 5,829,522 | |
| Average loans | 6,034,079 | | | 5,020,695 | |
| Net charge-offs to average loans | 0.04 | % | | 0.07 | % |
| Allowance for credit losses to total loans | 1.08 | % | | 0.74 | % |
The table below reflects net charge-offs to average loans outstanding, by Rule 15d-2,category, during the periods presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Years Ended December 31, |
| 2023 | | 2022 |
| (Dollars in thousands) | Net Charge-offs | | Average Loans | | Net Charge-offs to Average Loans | | Net Charge-offs | | Average Loans | | Net Charge-offs to Average Loans |
| Residential properties | 33 | | | 1,477,924 | | | — | % | | 295 | | | 1,179,701 | | | 0.03 | % |
| Construction and land development | 23 | | | 813,680 | | | — | % | | (475) | | | 797,823 | | | (0.06) | % |
| Farmland | 13 | | | 298,649 | | | — | % | | 99 | | | 246,179 | | | 0.04 | % |
| Other commercial | 180 | | | 2,556,639 | | | 0.01 | % | | (37) | | | 1,988,384 | | | — | % |
| Commercial and industrial | 561 | | | 698,071 | | | 0.08 | % | | 1,670 | | | 619,413 | | | 0.27 | % |
| Agricultural production and other loans to farmers | 26 | | | 83,337 | | | 0.03 | % | | 176 | | | 77,783 | | | 0.23 | % |
| Consumer and other | 1,367 | | | 99,712 | | | 1.37 | % | | 1,762 | | | 103,530 | | | 1.70 | % |
| Loans held for sale | — | | | 6,067 | | | — | % | | — | | | 7,882 | | | — | % |
| Total | 2,203 | | | 6,034,079 | | | 0.04 | % | | 3,490 | | | 5,020,695 | | | 0.07 | % |
The following tables present a summary of the allocation of the allowance for credit losses by loan portfolio category, and the percentage of loans in each category, for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| (Dollars in thousands) | Amount | | Percent | | Amount | | Percent |
| Residential properties | $ | 20,487 | | | 31.1 | % | | $ | 9,958 | | | 23.2 | % |
| Construction and land development | 15,494 | | | 23.5 | % | | 6,519 | | | 15.2 | % |
| Farmland | 1,229 | | | 1.9 | % | | 1,963 | | | 4.6 | % |
| Other commercial | 21,044 | | | 31.9 | % | | 18,219 | | | 42.5 | % |
| Total real estate | 58,254 | | | 88.4 | % | | 36,659 | | | 85.5 | % |
| Commercial and industrial | 6,556 | | | 10.0 | % | | 4,750 | | | 11.1 | % |
| Agricultural production and other loans to farmers | 241 | | | 0.4 | % | | 641 | | | 1.5 | % |
| Consumer and other | 821 | | | 1.2 | % | | 825 | | | 1.9 | % |
| Total allowance for credit losses | $ | 65,872 | | | 100.0 | % | | $ | 42,875 | | | 100.0 | % |
Goodwill and Other Intangible Assets
Goodwill was $62.8 million at both December 31, 2023 and December 31, 2022. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired by the Company in prior acquisitions. Goodwill is hereby filing its certified financial statementsnot amortized but is subject to, at a minimum, an annual test for impairment. Other intangible assets consisted of acquired customer relationships from a 2014 acquisition and core deposit intangibles from the merger (the “SCC Merger”) with State Capital Corp. (“SCC”), the holding company of State Bank & Trust Company, and the FTC Merger. Total other intangible assets at December 31, 2023 and December 31, 2022 were $9.9 million and $11.5 million, respectively. Other intangible assets are amortized over their estimated useful life.
Deposits
The following table details composition and percentage composition of BancPlus’ deposit portfolio, by category, for the fiscalyear to date periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| (Dollars in thousands) | Average
Balance | Average Rate | Percent | | Average
Balance | Average Rate | Percent |
| Non-interest bearing | $ | 1,496,042 | | 0.00 | % | 24.82 | % | | $ | 1,740,283 | | 0.00 | % | 31.61 | % |
| Interest bearing: | | | | | | | |
| Transaction accounts | 1,469,828 | | 1.39 | % | 24.39 | % | | 1,574,512 | | 0.35 | % | 28.60 | % |
| Money market and other savings accounts | 2,017,787 | | 2.66 | % | 33.48 | % | | 1,408,355 | | 0.42 | % | 25.58 | % |
| Certificates of deposit | 1,038,396 | | 2.91 | % | 17.23 | % | | 783,047 | | 0.45 | % | 14.22 | % |
| Brokered time deposits | 4,756 | | 5.45 | % | 0.08 | % | | — | | — | % | — | % |
| Total deposits | $ | 6,026,809 | | 1.74 | % | 100.00 | % | | $ | 5,506,197 | | 0.27 | % | 100.00 | % |
BancPlus relies on increasing its deposit base to fund loans and other asset growth. BancPlus competes for local deposits by offering a variety of products at competitive rates. The increase in total average deposits of $520.6 million, or 9.5%, to $6.03 billion at December 31, 2023 compared with $5.51 billion at December 31, 2022 primarily resulted from increases in money market and other savings accounts and certificates of deposit driven by the higher interest rate market. At December 31, 2023 and 2022, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at $1.99 billion and $1.53 billion, respectively.
The following table shows the maturity of certificates of deposit, including brokered time deposits, as of December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | $250,000 or Greater | | Less than $250,000 | | Total | | Uninsured Portion |
| 3 months or less | $ | 108,390 | | | $ | 168,049 | | | $ | 276,439 | | | $ | 53,096 | |
| Over 3 months through 6 months | 100,300 | | | 195,585 | | | 295,885 | | | 51,751 | |
| Over 6 months through 12 months | 91,262 | | | 168,995 | | | 260,257 | | | 54,949 | |
| Over 12 months | 196,179 | | | 409,043 | | | 605,222 | | | 92,178 | |
| Total deposits | $ | 496,131 | | | $ | 941,672 | | | $ | 1,437,803 | | | $ | 251,974 | |
Borrowed Funds
Short-term Borrowings. In addition to deposits, BancPlus uses short-term borrowings, which consist of federal funds purchased and securities sold under agreements to repurchase, to meet the daily liquidity needs of its customers and fund its loan growth. Federal funds purchased represent primarily overnight borrowings through relationships with correspondent banks. Securities sold under agreements to repurchase are considered overnight borrowings and are secured by U.S. Government agency securities. At December 31, 2023 and December 31, 2022, BancPlus had no short-term borrowings. The following is a summary of our short-term borrowings during the periods presented.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Balances Outstanding | | Weighted Average Rate | | | |
| December 31, 2023 | Maximum Month End | Average Daily | At Period End | | During Period | At Period End | | | |
| Federal funds purchased | $ | — | | $ | 1,642 | | $ | — | | | 4.86 | % | — | % | | | |
| Securities sold under agreements to repurchase | — | | — | | — | | | — | % | — | % | | | |
| $ | — | | $ | 1,642 | | $ | — | | | | | | | |
| | | | | | | | | |
| December 31, 2022 | | | | | | | | | |
| Federal funds purchased | $ | 20,003 | | $ | 1,136 | | $ | — | | | 4.39 | % | — | % | | | |
| Securities sold under agreements to repurchase | — | | — | | — | | | — | % | — | % | | | |
| $ | 20,003 | | $ | 1,136 | | $ | — | | | | | | | |
Advances from FHLB and Other Borrowings. BankPlus is a member of the FHLB, and as a result, is eligible for advances from the FHLB pursuant to the terms of various borrowing agreements, which assist BancPlus in the funding of its loan and investment portfolios. BancPlus’ FHLB advances are collateralized by a blanket lien on first mortgage and other qualifying loans. As of December 31, 2023 and December 31, 2022, BancPlus had $375.1 million and $318.1 million in FHLB borrowings, at a weighted average interest rate of 4.79% and 4.52%, respectively.
The Company also has available funding from the Federal Reserve Bank’s discount window which it utilizes from time to time for short-term funding. At December 31, 2023, the Company had zero borrowings outstanding with the Federal Reserve Bank.
On February 25, 2022, the Company entered into a $20.0 million revolving line of credit with a correspondent bank. The line of credit is collateralized by 9,000 shares of BankPlus common stock. The line of credit bears interest at a floating rate of Wall Street Journal Prime with 3.25% interest rate floor. Interest only payments are due on a quarterly basis with the principal due at maturity on February 25, 2024. Unused fees on the revolving line of credit are paid quarterly at 0.25%. For the year ended December 31, 20192023, the Company paid unused fees of $51,000. The balance outstanding on this revolving line of credit was zero at December 31, 2023.
Required principal payments on FHLB advances and other borrowings were as follows:
| | | | | |
| (Dollars in thousands) | December 31, 2023 |
| 2024 | $ | 190,013 | |
| 2025 | 125,013 | |
| 2026 | 60,014 | |
| 2027 | 14 | |
| 2028 | 5 | |
| Thereafter | — | |
| Total | $ | 375,059 | |
Subordinated Debentures. On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement with certain qualified institutional buyers and institutional accredited investors pursuant to which the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the SEC under coverissuance of the facing pageNotes. These issuance costs are netted with the balance of the Notes on the Company’s consolidated balance sheet and are being amortized over the life of the Notes. At December 31, 2023 and December 31, 2022, the remaining unamortized balance of these issuance costs was $928,000 and $1.1 million, respectively. The Notes initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual reportfloating rate equal to the Three-Month Term SOFR plus 586 basis points, with interest during this period payable quarterly in arrears. The Notes qualify as Tier 2 capital for regulatory capital purposes. The Company used the proceeds from the Notes for general corporate purposes, including improving the Company’s liquidity and capital position.
The Notes are not redeemable by the Company, in whole or in part, prior to the fifth anniversary of the original date of issue, except that the Notes may be redeemed at any time in whole but not in part in the event of a Tier 2 Capital Event, a Tax Event, or an Investment Company Event, each as defined and described in the Notes. On or after the fifth anniversary of the original date of issue, the Notes are redeemable on any interest payment date at the option of the Company, in whole or in part in integral multiples of $1,000, at an amount equal to 100% of the outstanding principal amount redeemed plus accrued but unpaid interest thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.
Effective March 1, 2022, in conjunction with the FTC Merger, the Company assumed FTC’s obligations under its Subordinated Note Purchase Agreement, dated as of December 23, 2020, and the several purchasers of the $21.0 million aggregate principal amount of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued thereunder (the “FTC Subordinated Notes”). The FTC Subordinated Notes will mature on December 30, 2030 and bear interest at an initial fixed rate of 5.50% per annum, payable semi-annually in arrears. From and including December 30, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term SOFR plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the FTC Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the FTC Subordinated Notes in whole upon certain other events. The FTC Subordinated Notes are not subject to redemption at the option of the holder. The FTC Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The FTC Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The FTC Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The FTC Subordinated Notes vary from the amount carried on the consolidated balance sheet at December 31, 2023 due to the remaining purchase premium of $397,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.
BancPlus also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. The preferred capital securities have qualified as Tier 1 capital, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and preferred capital securities to purchase subordinated debentures that BancPlus issued. The subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. BancPlus has fully and unconditionally guaranteed the trusts’ obligations on preferred capital securities.
The following table is a summary of debentures payable to statutory trusts:
| | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Year of Maturity | | Interest Rate | | December 31, 2023 | | December 31, 2022 |
| First Bancshares of Baton Rouge Statutory Trust I | 2034 | | 3 month CME Term SOFR, plus 2.50% | | $ | 4,124 | | | $ | 4,124 | |
| State Capital Statutory Trust IV | 2035 | | 3 month CME Term SOFR, plus 1.99% | | 5,155 | | | 5,155 | |
| BancPlus Statutory Trust II | 2036 | | 3 month CME Term SOFR, plus 1.50% | | 20,619 | | | 20,619 | |
| BancPlus Statutory Trust III | 2037 | | 3 month CME Term SOFR, plus 1.35% | | 20,619 | | | 20,619 | |
| State Capital Master Trust | 2037 | | 3 month CME Term SOFR, plus 1.46% | | 6,186 | | | 6,186 | |
| | | | | $ | 56,703 | | | $ | 56,703 | |
The subordinated debentures payable to statutory trusts vary from the amount carried on the consolidated balance sheet at December 31, 2023 due to the remaining purchase discount which was established upon the SCC Merger and is being amortized over the remaining life of the debentures. At December 31, 2023 and December 31, 2022, the remaining unamortized purchase discount was $3.5 million and $3.7 million, respectively.
Interest rates adjust quarterly for the subordinated debentures with rates that were nominally indexed with LIBOR. Following the LIBOR cessation date of June 30, 2023, the interest rate on the subordinated notes was replaced with SOFR pursuant to the Adjustable Interest Rate (LIBOR) Act.
The Company has the right to redeem the debentures prior to maturity. Upon redemption of the subordinated debentures payable to a statutory trust, the trust will also liquidate its common stock and preferred capital securities.
BancPlus believes that it will be able to meet its principal and interest payment obligations as they come due through maintenance of adequate cash levels or subsequent borrowings. BancPlus expects to maintain adequate cash levels through profitability, loan
and securities repayment and maturity activity and continued deposit gathering activities. BancPlus has in place various borrowing mechanisms for both short-term and long-term liquidity needs.
Shareholders’ Equity
Shareholders’ equity is influenced primarily by earnings, quarterly dividend payments, changes in common stock outstanding, and changes in accumulated other comprehensive income (loss) caused primarily by fluctuations in unrealized holding gains or losses, net of taxes, on available for sale investment securities.
Shareholders’ equity increased $27.0 million, or 3.9%, to $725.1 million at December 31, 2023 from $698.1 million at December 31, 2022, primarily due net income of $60.1 million and other comprehensive gain of $11.9 million, partially offset by the cumulative change in accounting principle related to the adoption of ASU 2016-13 of $25.0 million and dividends paid of $20.9 million for the year to date period.
Liquidity and Capital Resources
Bank Liquidity Management
Liquidity is BancPlus’ capacity to meet its cash and collateral obligations at a reasonable cost, having cash when BancPlus needs it and having the appropriate amount of cash and other assets that are quickly convertible into cash without incurring significant loss. BancPlus is expected to maintain adequate liquidity at BankPlus to meet the cash flow requirements of its customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Maintaining an adequate level of liquidity depends on BancPlus’ ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting either BancPlus’ daily operations or its financial condition. BancPlus’ Asset Liability Management Committee (“ALCO”), which is comprised of members of senior management, is responsible for managing commitments to meet the needs of customers while achieving its financial objectives. ALCO meets regularly to review balance sheet composition, funding capacities, and current and forecasted loan demand, and BancPlus’ Treasury Management department continuously monitors liquidity position to ensure that assets and liabilities are managed in a manner that will meet all of its short-term and long-term cash requirements.
BancPlus manages its liquidity by maintaining adequate levels of cash and other assets from on and off-balance sheet arrangements. Specifically, on-balance sheet liquidity consists of cash and due from banks and unpledged investment securities, which BancPlus considers its primary liquidity. Furthermore, a significant portion of these unencumbered liquid assets are comprised of U.S. government agency obligations, mortgage backed securities and other agency securities, which the regulatory bodies consider the most marketable and liquid, especially in a stress scenario. In regard to off-balance sheet capacity, BancPlus maintains available borrowing capacity under secured borrowing lines with the FHLB and the Federal Reserve Bank of St. Louis, as well as unsecured lines of credit for the purpose of overnight funds with various correspondent banks, which BancPlus consider its secondary liquidity. BancPlus also monitors its liquidity requirements in light of interest rate trends, changes in the economy, scheduled maturities and interest rate sensitivity of investments, loans, borrowings and deposits. As part of its liquidity management strategy, BancPlus is also focused on minimizing its costs of liquidity by growing its noninterest-bearing and other low-cost deposits and replacing higher cost borrowed funds.
The following tables provide a summary of BancPlus’ primary and secondary liquidity levels.
| | | | | | | | | | | |
Primary Liquidity – On-Balance Sheet
(Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Cash and cash equivalents | $ | 266,591 | | | $ | 137,895 | |
| Total securities | 911,191 | | | 686,194 | |
| Less: pledged securities | (122,105) | | | (487,372) | |
| Total primary liquidity | $ | 1,055,677 | | | $ | 336,717 | |
| Ratio of primary liquidity to total deposits | 16.7 | % | | 5.8 | % |
| | | | | | | | | | | |
Secondary Liquidity – Off-Balance Sheet Borrowing Capacity
(Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Net secured borrowing capacity with the FHLB | $ | 1,892,541 | | | $ | 1,880,392 | |
| Net secured borrowing capacity with the Federal Reserve Bank | 515,558 | | | 573,588 | |
| Unsecured borrowing capacity with correspondent lenders | 218,000 | | | 243,000 | |
| Available capacity on revolving line of credit | 20,000 | | | 20,000 | |
| Total secondary liquidity | $ | 2,646,099 | | | $ | 2,716,980 | |
| Ratio of primary and secondary liquidity to total deposits | 58.5 | % | | 52.4 | % |
During the year ended December 31, 2023, BancPlus’ primary liquidity increased by $719.0 million to $1.06 billion, compared to $336.7 million at December 31, 2022, primarily due to an increase in cash and cash equivalents and securities and a decrease in pledged securities. Secondary liquidity decreased by $70.9 million to $2.65 billion as of December 31, 2023 from $2.72 billion as of December 31, 2022. This decrease was primarily due to a decrease in BancPlus’ Federal Reserve and FHLB borrowing capacities.
In addition to its primary liquidity, BancPlus generates liquidity from cash flows from its loan and securities portfolios and from its large base of core customer deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000. Core deposits totaled $5.77 billion and $5.66 billion and represented 91.1% and 97.1% of total deposits as of December 31, 2023 and December 31, 2022, respectively. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources.
Holding Company Liquidity Management
BancPlus is a corporation separate and apart from BankPlus and, therefore, it must provide for its own liquidity. BancPlus’ main source of funding is dividends declared and paid to it by BankPlus. Statutory and regulatory limitations exist that affect the ability of BankPlus to pay dividends to the holding company. BancPlus believes that these limitations will not impact the ability of the holding company to meet its ongoing short-term cash obligations.
Due to state banking laws, BankPlus may not pay dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of $28.8 million and $25.2 million for the years ended December 31, 2023 and December 31, 2022, respectively, to BancPlus. These dividends were used by the holding company to pay dividends to the BancPlus shareholders, principal and interest payments on debt and general operating expenses.
Capital Management and Regulatory Capital Requirements
BancPlus is subject to various capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can trigger certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on BancPlus’ business operations.
In 2019, the federal bank regulatory agencies finalized a rule that simplifies capital requirements for qualifying community banks by providing an option to use a simple leverage ratio to measure capital adequacy and to not calculate risk-based capital ratios. A qualifying community bank has less than $10 billion in total consolidated assets, limited amounts of off-balance-sheet exposures and trading assets and liabilities, and a leverage ratio greater than 9.0%. The community bank leverage ratio (“CBLR”) framework was effective on January 1, 2020, and the Company and the Bank elected to adopt the optional CBLR framework in the third quarter of 2022, as an alternative to the generally applicable capital rules.
Prior to their election to use the CBLR framework, BancPlus and BankPlus were subject to the generally applicable regulatory capital rules. These rules required BancPlus and BankPlus to maintain minimum amounts and ratios of common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets, referred to as the leverage ratio.
A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory capital effects of the adoption of CECL. The Company adopted CECL in the first quarter of 2023 and has elected to utilize the three-year transition period.
The Bank is also subject to capital requirements under the prompt corrective action regime. The prompt corrective action framework applies only to insured depository institutions, such as the Bank, and not to their holding companies, such as the
Company. As of December 31, 2023 and December 31, 2022, the Bank maintained a leverage ratio of more than 9.0% and, as an institution that has elected to adopt the CBLR framework, the Bank was therefore categorized as well capitalized under the regulatory framework for prompt corrective action.
As of December 31, 2023 and December 31, 2022, BancPlus and BankPlus met the minimum CBLR requirement and therefore satisfied the capital adequacy requirements to which they are subject. As a bank holding company, BancPlus is not subject to the prompt corrective action regime that applies to insured depository institutions, including BankPlus.
BancPlus’ consolidated and BankPlus’ actual capital amounts and ratios are shown in the following tables as of the dates indicated (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | Minimum Requirement to be Well Capitalized |
| As of December 31, 2023: | Capital Amount | | Ratio | | Capital Amount | | Ratio |
| Consolidated: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 756,155 | | | 10.02 | % | | 679,472 | | | 9.00 | % |
| | | | | | | |
| Bank: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 755,482 | | | 10.01 | % | | 679,129 | | | 9.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | Minimum Requirement to be Well Capitalized |
| As of December 31, 2022 | Capital Amount | | Ratio | | Capital Amount | | Ratio |
| Consolidated: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 721,001 | | | 10.54 | % | | 615,566 | | | 9.00 | % |
| | | | | | | |
| Bank: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 636,007 | | | 9.31 | % | | 614,973 | | | 9.00 | % |
Contractual Obligations
Contractual obligations as of December 31, 2023, totaled $1.991 billion and were primarily comprised of deposits with maturities of $1,437.8 million, FHLB advances of $375.1 million, subordinated debentures of $133.7 million and operating lease obligations of $44.5 million. Contractual obligations due within the next twelve months were $1,027.9 million and were primarily related to time deposits with maturity dates and FHLB advances. Contractual obligations due in more than 12 months were $963.2 million and were comprised of $605.2 million of time deposits with maturity dates and $133.7 million of subordinated debentures with maturities ranging from 2034 through 2037. BancPlus expects to have adequate liquidity to meet these short and long-term obligations through profitability, repayments from loans and investment securities, deposit gathering activity and access to borrowing sources.
Recent Accounting Pronouncements
See Note 1 Summary of Significant Accounting Policies in our Notes to Consolidated Financial Statements elsewhere in this Annual Report on Form 10-K for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.
Critical Accounting Policies and Estimates
BancPlus’ consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in the notes to its consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect its reported results and financial position for the current period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to
be recorded at, or adjusted to reflect, fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on BancPlus’ future financial condition and results of operations.
The JOBS Act permits BancPlus an extended transition period for complying with new or revised accounting standards affecting public companies. BancPlus has elected to take advantage of this extended transition period, which means that the consolidated financial statements included in this Annual Report on Form 10-K will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as BancPlus remains an emerging growth company or until BancPlus affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.
The following is a discussion of the critical accounting policies and significant estimates that BancPlus believes require BancPlus to make the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of our 2023 consolidated financial statements elsewhere in this Annual Report on Form 10-K.
Allowance for Credit Losses - Loans Held for Investment
The allowance for credit losses on loans held for investment is established through a provision for credit losses which is charged to expense. Credit losses are charged against the allowance when management determines all or a portion of the loan balance to be uncollectible. Subsequent recoveries, if any, are credited to the allowance for cash received on previously charged-off amounts. If the allowance is considered inadequate to absorb future credit losses on existing loans for any reason, including but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, the provision for credit losses is increased.
Allowance for Credit Losses on Unfunded Loan Commitments
The allowance for credit losses on unfunded loan commitments is established when the Company has a present contractual obligation to extend credit and the obligation is not unconditionally cancellable by the Company. Loan commitments may have a funded and unfunded portion, of which the liability for unfunded commitments is derived based upon the commitments to extend credit to a borrower (e.g., an estimate of expected credit losses is not established for unfunded portions of loan commitment that are unconditionally cancellable by the Company). The expected credit losses for funded portions are reported in the previously discussed ACL. The Company segments its unfunded commitment portfolio consistent with the ACL calculation. The Company incorporates the probability of funding (i.e., estimate of utilization) for each segment and then utilizes the ACL loss rates for each segment on an aggregate basis to calculate the allowance for unfunded commitments.
Allowance for Credit Losses on Securities
For available-for-sale debt securities with fair value below amortized cost, when the Company does not intend to sell the debt security, and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, the Company recognizes the credit component of a decline in fair value of a debt security in income and the remaining portion in other comprehensive income (loss). Decline in fair value related to a credit loss is measured using the discounted cash flow method. Credit loss recognition is limited to the amount that the fair value of the security is less than the amortized cost. The decline in fair value is recognized by establishing an allowance for credit loss through provision for credit losses. Decline in fair value related to noncredit factors is recognized in accumulated other comprehensive income, net of applicable taxes. The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. The Company evaluates available-for-sale security declines in fair value on a quarterly basis.
For held-to-maturity debt securities, expected losses are evaluated and calculated on a collective basis for those securities that share risk characteristics. The Company aggregates record level securities calculations and reports the security portfolio segments based on shared risk characteristics.
Other Real Estate
Other real estate acquired through partial or total satisfaction of loans is initially carried at the fair value less cost to sell at the acquisition, establishing a new cost. Any loss incurred at the date of acquisition is charged to credit loss. Subsequent gains or loss on such assets and related operating income and expenses are reported in current operations when earned or incurred.
Income Tax Accounting
BancPlus uses the asset and liability method of accounting for income taxes as prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If currently available information indicates it is “more likely than not” that the deferred tax asset will not be realized, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Accounting for deferred income taxes is a critical accounting estimate because BancPlus exercises significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. Management’s determination of the realization of deferred tax assets is based upon management’s judgment of various future events and uncertainties, including the timing and amount of future income, reversing temporary differences which may offset, and the implementation of various tax plans to maximize realization of the deferred tax asset. These judgments and estimates are inherently subjective and reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require BancPlus to record a valuation allowance against its deferred tax assets.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Interest Rate Risk
As a financial institution, BancPlus’ primary market risk is interest rate risk, which is defined as the risk of economic loss due to changes in interest rates. These economic losses can be reflected as a loss of future net interest income and/or loss of current fair market value. BancPlus regularly seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when BancPlus’ assets and liabilities each respond differently to changes in interest rates.
BancPlus’ management of interest rate risk is overseen by the ALCO. BancPlus’ risk management infrastructure approved by the BancPlus board of directors outlines reporting and measurement requirements. In particular, this infrastructure establishes limits and management targets for various metrics, including net interest income at risk and economic value of equity at risk, given instantaneous parallel shifts in interest rates. BancPlus’ risk management infrastructure also requires a periodic review of all key assumptions used, such as appropriate interest rate scenarios, loan prepayment rates, and transaction deposit durations.
BancPlus currently does not utilize derivative products to manage interest rate risk, although its policy does allow the use of derivatives within established parameters. BancPlus manages the interest rate risk associated with its interest bearing liabilities by managing the interest rates and terms associated with its borrowings and customer deposits on which BancPlus relies for funding. For instance, BancPlus occasionally uses special offers on deposits to attract additional balances, maintain current balances, and manage terms associated with its interest-bearing liabilities. BancPlus manages the interest rate risk associated with its earning assets by managing the interest rates and terms associated with its loan portfolio and investment securities portfolio.
Net Interest Income Simulation and Economic Value Analysis
On a quarterly basis, BancPlus uses a model to simulate and measure potential changes in its net interest income and economic value of equity (“EVE”) given instantaneous parallel shifts in interest rates. BancPlus’ net interest income at risk simulation measures shorter term risk over 12 and 24 month time frames. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value given the changes in interest rates. EVE is a point-in-time measurement that helps quantify longer term interest rate risk in the current balance sheet. The model has inherent limitations since the results are based on a given set of rate changes and assumptions as of a certain point in time. For purpose of the simulation, BancPlus assumes no balance sheet growth. Therefore, the model’s results reflect an interest rate shock to a static balance sheet.
Potential changes over a 12-month horizon to BancPlus’ net interest income and EVE in hypothetical rising and declining interest rate scenarios calculated as of December 31, 2023 and 2022 are presented in the table below (dollars in thousands). The projections assume immediate, parallel shifts down and up from the yield curves of 100, 200, and 300 basis points.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2023 |
| (Dollars in thousands) | | Change in Net Interest Income | | Change in Economic
Value
of Equity |
| Parallel Rate Shift (basis points) | | $ | | % | | $ | | % |
| 300 | | (15,978) | | | (6.8) | % | | (79,469) | | | (12.4) | % |
| 200 | | (10,341) | | | (4.4) | % | | (51,902) | | | (8.1) | % |
| 100 | | (5,076) | | | (2.1) | % | | (25,440) | | | (4.0) | % |
| Unchanged | | — | | | — | % | | — | | | — | % |
| -100 | | 5,559 | | | 2.4 | % | | 22,024 | | | 3.4 | % |
| -200 | | 10,292 | | | 4.4 | % | | 38,680 | | | 6.0 | % |
| -300 | | 14,391 | | | 6.1 | % | | 52,515 | | | 8.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2022 |
| (Dollars in thousands) | | Change in Net Interest Income | | Change in Economic
Value
of Equity |
| Parallel Rate Shift (basis points) | | $ | | % | | $ | | % |
| 300 | | (907) | | | (0.4) | % | | (28,909) | | | (2.7) | % |
| 200 | | (3,041) | | | (1.2) | % | | (19,101) | | | (1.8) | % |
| 100 | | (2,090) | | | (0.8) | % | | (9,706) | | | (0.9) | % |
| Unchanged | | — | | | — | % | | — | | | — | % |
| -100 | | 430 | | | 0.2 | % | | 13,299 | | | 1.2 | % |
| -200 | | (394) | | | (0.2) | % | | 17,758 | | | 1.7 | % |
| -300 | | (9,414) | | | (3.7) | % | | 6,027 | | | 0.6 | % |
The table above indicates that in the event of an immediate and sustained 300 basis point increase in interest rates, BancPlus would have experienced a 6.8% decrease in net interest income and a 12.4% decrease in EVE as of December 31, 2023. At December 31, 2022, in the event of an immediate and sustained 300 basis point increase in interest rates, BancPlus would have experienced a 0.4% decrease in net interest income and a 2.7% decrease in EVE. In the event of an immediate 100 basis point decrease in interest rates, BancPlus would have experienced an increase of 2.4% in net interest income and a 3.4% increase in EVE as of December 31, 2023, and a 0.2% increase in net interest income and a 1.2% increase in EVE as of December 31, 2022.
The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. The timing and magnitude of interest rate changes will most likely differ substantially from what is depicted. The shape or steepness of the yield curve typically changes with each change in the Fed Funds target range. Increasing rates could reduce net interest income even more if BancPlus is required to increase deposit rates faster than planned to maintain volumes. Results could also change depending on faster or slower prepays in loans or early withdrawals in deposits than those assumed in the model. Finally, the results do not incorporate growth in the balance sheet or strategic changes made in response to changes in rates.
Because of the flaws in the nature of the static balance sheet rate shocks, ALCO also periodically reviews model simulations that incorporate many of the factors mentioned above. These alternate scenarios change given the current economic environment, but may include the following: (1) expected balance sheet growth, (2) changes in rates timed with Federal Open Market Committee meetings, (3) increased early withdrawals of time deposits, (4) shifts in funding out of deposits and into wholesale borrowings, and (5) decreased growth of loans and deposits. Using a variety of scenarios in addition to BancPlus’ standard shocked scenarios enables ALCO to form a more accurate analysis of BancPlus’ overall interest rate sensitivity.
Impact of Inflation and Changing Prices
BancPlus’ consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of
operations. Unlike most industrial companies, nearly all of BancPlus’ assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on BancPlus’ performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BANCPLUS CORPORATION
Financial Statements
December 31, 2023, 2022, and 2021
INDEX
| | | | | |
| Page |
| |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |
| |
| CONSOLIDATED FINANCIAL STATEMENTS | |
| |
| Consolidated Balance Sheets | |
| |
| Consolidated Statements of Income | |
| |
| Consolidated Statements of Comprehensive Income | |
| |
| Consolidated Statements of Changes in Shareholders’ Equity | |
| |
| Consolidated Statements of Cash Flow | |
| |
| Notes to Consolidated Financial Statements | |
Report of Independent Registered Public Accounting Firm
To the Shareholders, Board of Directors, and Audit Committee and Stockholders
BancPlus Corporation and Subsidiaries
Ridgeland, Mississippi
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of BancPlus Corporation and its subsidiaries (the Company)“Company”) as of December 31, 20192023 and 2018, and2022, the related consolidated statements of income, comprehensive income, stockholders’changes in shareholders’ equity, and cash flows for each of the years in the two-yearthree-year period ended December 31, 2019,2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20192023 and 2018,2022, and the results of itstheir operations and itstheir cash flows for each of the years in the two-yearthree-year period ended December 31, 2019,2023, in conformity with accounting principles generally accepted in the United States of America.
EmphasisAdoption of MatterNew Accounting Standard
As discussed in Note 71 to the consolidated financial statements, the Company has changed its method of accounting for leasesthe allowance for credit losses in 20192023 due to the adoption of Topic 842, Leases.ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that our audits provide a reasonable basis for our opinion.
BKD,
/s/ FORVIS, LLP
We have served as the Company’s auditor since 20082008.
Jackson, Mississippi
March 17, 2020
6, 2024
BancPlus Corporation and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
| | December 31,
2019 | | December 31,
2018 |
| December 31, | | | December 31, |
| 2023 | | | 2023 | | 2022 |
| Assets: | Assets: | | | |
| Cash and due from banks | |
| Cash and due from banks | |
| Cash and due from banks | Cash and due from banks | $ | 45,475 | | | $ | 51,504 | |
| Interest bearing deposits with banks | Interest bearing deposits with banks | 267,497 | | | 93,693 | |
| Total cash and cash equivalents | Total cash and cash equivalents | 312,972 | | | 145,197 | |
| Securities available for sale | 201,073 | | | 89,295 | |
| Securities held to maturity - fair value: $179,225 - 2019; $291,226 - 2018 | 177,854 | | | 292,601 | |
| Securities available for sale, net of allowance for credit losses of $2.0 million and zero at December 31, 2023 and 2022, respectively | |
| Securities held to maturity - fair value: $55,045 - 2023; $62,068 - 2022 | |
| Loans held for sale | Loans held for sale | 16,092 | | | 8,906 | |
| | Loans | Loans | 2,078,997 | | | 2,074,721 | |
| Less: Allowance for loan losses | 21,500 | | | 24,500 | |
| Loans | |
| Loans | |
| Less: Allowance for credit losses | |
| Net loans | Net loans | 2,057,497 | | | 2,050,221 | |
| | Premises and equipment | 75,072 | | | 75,986 | |
| Premises and equipment, net | |
| Premises and equipment, net | |
| Premises and equipment, net | |
| Operating lease right-of-use asset | Operating lease right-of-use asset | 39,194 | | | | — | |
| Accrued interest receivable | Accrued interest receivable | 11,509 | | | 11,924 | |
| Goodwill | Goodwill | 2,616 | | | | 2,616 | |
| Other assets | Other assets | 85,185 | | | 97,208 | |
| $ | 2,979,064 | | | $ | 2,773,954 | |
| $ | |
| Liabilities: | Liabilities: | | | |
| Deposits | Deposits | $ | 2,592,065 | | | $ | 2,453,412 | |
| | Deposits | |
| Deposits | |
| Advances from Federal Home Loan Bank and other borrowings | Advances from Federal Home Loan Bank and other borrowings | 37,652 | | | 41,432 | |
| Subordinated debentures payable to statutory trusts | 41,238 | | | 41,238 | |
| Subordinated debentures | |
| Operating lease liabilities | Operating lease liabilities | 43,578 | | | | — | |
| Accrued interest payable | Accrued interest payable | 1,083 | | | 1,035 | |
| Other liabilities | Other liabilities | 11,937 | | | 6,775 | |
| Total liabilities | Total liabilities | 2,727,553 | | | 2,543,892 | |
| | Redeemable common stock owned by the ESOP | 79,308 | | | 70,507 | |
| Stockholders' equity: | |
Common Stock, par value $1.00 per share.
40,000,000 and zero authorized; 7,652,957 and zero issued and outstanding
at December 31, 2019, and 2018, respectively | 7,653 | | | — | |
Class A voting common stock, par value $1.00 per share.
Zero and 9,876,950 authorized; zero and 7,476,989 issued and outstanding
at December 31, 2019 and 2018, respectively | — | | | 7,477 | |
Class B non-voting common stock, par value $1.00 per share.
Zero and 123,050 authorized; zero and 115,005 issued and outstanding
at December 31, 2019 and 2018, respectively | — | | | 115 | |
| Unearned Employee Stock Ownership Plan compensation | (4,476) | | | (2,962) | |
| Commitments and Contingent Liabilities: | |
| Commitments and Contingent Liabilities: | |
| Commitments and Contingent Liabilities: | |
| Redeemable common stock owned by ESOP | |
| Redeemable common stock owned by ESOP | |
| Redeemable common stock owned by ESOP | |
| | Shareholders' equity: | |
| Shareholders' equity: | |
| Shareholders' equity: | |
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value 250,000 authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $250,000 | |
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value 250,000 authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $250,000 | |
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value 250,000 authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $250,000 | |
Common Stock, par value $1.00 per share. 100,000,000 authorized and 11,613,221 issued and outstanding at December 31, 2023, and 40,000,000 authorized and 11,599,595 issued and outstanding at December 31, 2022 | |
| | Additional paid-in capital | |
| Additional paid-in capital | |
| Additional paid-in capital | Additional paid-in capital | 811 | | 180 | |
| Retained earnings | Retained earnings | 247,241 | | | 225,723 | |
| Accumulated other comprehensive income (loss), net | 282 | | | (471) | |
| 251,511 | | | 230,062 | |
| Less: Redeemable common stock owned by the ESOP | (79,308) | | | (70,507) | |
| Total stockholders' equity | 172,203 | | | 159,555 | |
| $ | 2,979,064 | | | $ | 2,773,954 | |
| Accumulated other comprehensive loss | |
| 725,051 | |
| Less: Redeemable common stock owned by ESOP | |
| Total shareholders' equity | |
| $ | |
The accompanying notes are an integral part of these consolidated financial statements.
5
72
BancPlus Corporation and Subsidiaries
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
| | Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Interest income: | Interest income: | | | |
| Interest and fees on loans | |
| Interest and fees on loans | |
| Interest and fees on loans | Interest and fees on loans | $ | 111,369 | | | $ | 100,323 | |
| Taxable securities | Taxable securities | 5,055 | | | 5,868 | |
| Tax-exempt securities | Tax-exempt securities | 3,583 | | | 3,993 | |
| Interest bearing bank balances and other | Interest bearing bank balances and other | 4,401 | | | 1,067 | |
| Total interest income | Total interest income | 124,408 | | | 111,251 | |
| Interest expense: | Interest expense: | |
| Deposits | Deposits | 18,438 | | | 8,201 | |
| Short-term borrowings | — | | | 90 | |
| Deposits | |
| Deposits | |
| Advances from Federal Home Loan Bank | Advances from Federal Home Loan Bank | 324 | | | 1,905 | |
| Other borrowings | Other borrowings | 2,336 | | | 2,346 | |
| Total interest expense | Total interest expense | 21,098 | | | 12,542 | |
| Net interest income | Net interest income | 103,310 | | | 98,709 | |
| Provision for loan losses | 586 | | | 15,227 | |
| Net interest income after provision for loan losses | 102,724 | | | 83,482 | |
| Provision for credit losses | |
| Net interest income after provision for credit losses | |
| | Other operating income: | Other operating income: | |
| Other operating income: | |
| Other operating income: | |
| Service charges on deposit accounts | |
| Service charges on deposit accounts | |
| Service charges on deposit accounts | Service charges on deposit accounts | 28,039 | | | 28,923 | |
| Mortgage origination income | Mortgage origination income | 4,569 | | | 3,608 | |
| Debit card interchange | Debit card interchange | 6,263 | | | 6,083 | |
| Securities gains, net | Securities gains, net | 76 | | | 25 | |
| Other income | Other income | 18,806 | | | 19,056 | |
| Total other operating income | Total other operating income | 57,753 | | | 57,695 | |
| | Other operating expenses: | Other operating expenses: | |
| Other operating expenses: | |
| Other operating expenses: | |
| Salaries and employee benefits | |
| Salaries and employee benefits | |
| Salaries and employee benefits | Salaries and employee benefits | 65,855 | | | 62,747 | |
| Net occupancy expenses | Net occupancy expenses | 11,653 | | | 10,771 | |
| Furniture, equipment and data processing expenses | Furniture, equipment and data processing expenses | 15,702 | | | 13,324 | |
| Other expenses | Other expenses | 21,874 | | | 41,733 | |
| Total other operating expenses | Total other operating expenses | 115,084 | | | 128,575 | |
| | Income before income taxes | Income before income taxes | 45,393 | | | 12,602 | |
| Income before income taxes | |
| Income before income taxes | |
| Income tax expense | Income tax expense | 8,993 | | | 189 | |
| Net income | Net income | $ | 36,400 | | | $ | 12,413 | |
| | Earnings per common share - basic | Earnings per common share - basic | $ | 4.83 | | | $ | 1.66 | |
| Earnings per common share - basic | |
| Earnings per common share - basic | |
| Earnings per common share - diluted | Earnings per common share - diluted | $ | 4.78 | | | $ | 1.64 | |
The accompanying notes are an integral part of these consolidated financial statements.
6
73
BancPlus Corporation and Subsidiaries
Consolidated Statements of Comprehensive Income
(In Thousands)
| | | | | | | | | | | |
| Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| | | |
| Net income | $ | 36,400 | | | $ | 12,413 | |
| Other comprehensive income, net of tax: | | | |
| Change in unrealized gains on securities available for sale | 1,003 | | | 171 | |
| Reclassification adjustment - legislative rate change | — | | | (99) | |
| Tax effect | (250) | | | (43) | |
| Total other comprehensive income, net of tax | 753 | | | 29 | |
| Comprehensive income | $ | 37,153 | | | $ | 12,442 | |
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2023 | | 2022 | | 2021 |
| Net income | $ | 60,135 | | | $ | 60,775 | | | $ | 56,452 | |
| Other comprehensive income (loss), net of tax: | | | | | |
| Unrealized gains (losses) on securities available for sale | 15,907 | | | (57,312) | | | (9,198) | |
| Tax effect | (3,961) | | | 14,271 | | | 2,290 | |
| Total other comprehensive income (loss), net of tax | 11,946 | | | (43,041) | | | (6,908) | |
| Comprehensive income | $ | 72,081 | | | $ | 17,734 | | | $ | 49,544 | |
The accompanying notes are an integral part of these consolidated financial statements.
7
BancPlus Corporation and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Class A
Common Stock | | Class B
Common Stock | | | Unearned
ESOP
Compensation | | Additional
Paid-In
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Income (Loss) | Less:
Redeemable
common stock
owned by the ESOP | Total
Stockholders'
Equity |
| Shares | Amount | Shares | Amount | Shares | Amount | | | | | | | | |
| January 1, 2018 | — | | $ | — | | 7,464,296 | | $ | 7,464 | | 115,005 | | $ | 115 | | | | $ | (3,948) | | | $ | — | | $ | 222,231 | | $ | (500) | | $ | (73,247) | | $ | 152,115 | |
| | | | | | | | | | | | | | | | |
| Net income | — | | — | | — | | — | | — | | — | | | — | | | — | | 12,413 | | — | | — | | 12,413 | |
| Other comprehensive income, net | — | | — | | — | | — | | — | | — | | | — | | | — | | — | | 128 | | — | | 128 | |
| Stock based compensation | — | | — | | 12,693 | | 13 | | — | | — | | | — | | | 180 | | — | | — | | — | | 193 | |
| Net change fair value of ESOP shares | — | | — | | — | | — | | — | | — | | | — | | | — | | — | | — | | 2,740 | | 2,740 | |
| Common stock released by ESOP | — | | — | | — | | — | | — | | — | | | 986 | | | — | | — | | — | | — | | 986 | |
| Reclass stranded tax effects of rate change | — | | — | | — | | — | | — | | — | | | — | | | — | | 99 | | (99) | | — | | — | |
| Dividends declared: | | | | | | | | | | | | | | | | |
| Class A common ($1.20 per share) | — | | — | | — | | — | | — | | — | | | — | | | — | | (8,876) | | — | | — | | (8,876) | |
| Class B common ($1.25 per share) | — | | — | | — | | — | | — | | — | | | — | | | — | | (144) | | — | | — | | (144) | |
| December 31, 2018 | — | | — | | 7,476,989 | | 7,477 | | 115,005 | | 115 | | | (2,962) | | | 180 | | 225,723 | | (471) | | (70,507) | | 159,555 | |
| Net income | — | | — | | — | | — | | — | | — | | | | — | | | | — | | 36,400 | | — | | — | | 36,400 | |
| Impact of adoption of ASU 2016-02 related to leases | — | | — | | — | | — | | — | | — | | | | — | | | | — | | (5,240) | | — | | — | | (5,240) | |
| Conversion of Class A and B Common Stock to Common Stock | 7,591,994 | | 7,592 | | (7,476,989) | | (7,477) | | (115,005) | | (115) | | | | — | | | | — | | — | | — | | — | | — | |
| Other comprehensive income, net | — | | — | | — | | — | | — | | — | | | | — | | | | — | | — | | 753 | | — | | 753 | |
| Issuance of restricted stock | 61,880 | | 62 | | — | | — | | — | | — | | | | — | | | | (62) | | — | | — | | — | | — | |
| Shares withheld to satisfy withholding obligation in the vesting of restricted stock | (917) | | (1) | | — | | — | | — | | — | | | | — | | | | (45) | | — | | — | | — | | (46) | |
| Stock based compensation | — | | — | | — | | — | | — | | — | | | | — | | | | 738 | | — | | — | | — | | 738 | |
| Net change fair value of ESOP shares | — | | — | | — | | — | | — | | — | | | | — | | | | — | | — | | — | | (8,801) | | (8,801) | |
| Common stock acquired by ESOP | — | | — | | — | | — | | — | | — | | | | (2,499) | | | | — | | — | | — | | — | | (2,499) | |
| Common stock released by ESOP | — | | — | | — | | — | | — | | — | | | | 985 | | | | — | | — | | — | | — | | 985 | |
| Dividends declared ($1.28 per share) | — | | — | | — | | — | | — | | — | | | | — | | | | — | | (9,642) | | — | | — | | (9,642) | |
| December 31, 2019 | 7,652,957 | | $ | 7,653 | | — | | $ | — | | — | | $ | — | | | | $ | (4,476) | | | | $ | 811 | | $ | 247,241 | | $ | 282 | | $ | (79,308) | | $ | 172,203 | |
The accompanying notes are an integral part of these consolidated financial statements.
8
74
BancPlus Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | Unearned
ESOP
Compensation | | Additional
Paid-In
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Income (Loss) | Less:
Redeemable
common stock
owned by the ESOP | Total
Shareholders'
Equity |
| Shares | Amount | | Shares | Amount | | |
| January 1, 2021 | — | | $ | — | | | 10,079,277 | | $ | 10,079 | | | $ | (2,650) | | | $ | 67,742 | | $ | 273,204 | | $ | 6,875 | | $ | (74,278) | | $ | 280,972 | |
| Net income | — | | — | | | — | | — | | | — | | | — | | 56,452 | | — | | — | | 56,452 | |
| Other comprehensive loss, net | — | | — | | | — | | — | | | — | | | — | | — | | (6,908) | | — | | (6,908) | |
| Issuance of restricted stock | — | | — | | | 87,008 | | 87 | | | — | | | (87) | | — | | — | | — | | — | |
| Shares withheld to satisfy withholding obligation in the vesting of restricted stock | — | | — | | | (4,477) | | (4) | | | — | | | (225) | | — | | — | | — | | (229) | |
| Stock based compensation | — | | — | | | — | | — | | | — | | | 2,337 | | — | | — | | — | | 2,337 | |
| Net change fair value of ESOP shares | — | | — | | | — | | — | | | — | | | — | | — | | — | | (26,209) | | (26,209) | |
| Purchase of Company stock | — | | — | | | (45,863) | | (46) | | | — | | | (2,387) | | — | | — | | — | | (2,433) | |
| Common stock released by ESOP | — | | — | | | — | | — | | | 1,249 | | | — | | — | | — | | — | | 1,249 | |
| Dividends declared ($1.52 per share) | — | | — | | | — | | — | | | — | | | — | | (15,299) | | — | | — | | (15,299) | |
| December 31, 2021 | — | | $ | — | | | 10,115,945 | | $ | 10,116 | | — | | $ | (1,401) | | | $ | 67,380 | | $ | 314,357 | | $ | (33) | | $ | (100,487) | | $ | 289,932 | |
| | | | | | | | | | | | | |
| Net income | — | | — | | | — | | — | | | — | | | — | | 60,775 | | — | | — | | 60,775 | |
| Issuance of preferred stock | 250,000 | | 250,000 | | | — | | — | | | — | | | | — | | — | | — | | 250,000 | |
| Issuance of common stock for the Acquisition of First Trust Corporation | — | | — | | | 1,444,732 | | 1,445 | | | — | | | 55,044 | | — | | — | | — | | 56,489 | |
| Issuance of common stock | — | | — | | | 200 | | — | | | — | | | 13 | | — | | — | | — | | 13 | |
| Other comprehensive loss, net | — | | — | | | — | | — | | | — | | | — | | — | | (43,041) | | — | | (43,041) | |
| Issuance of restricted stock | — | | — | | | 96,938 | | 97 | | | — | | | (97) | | — | | — | | — | | — | |
| Shares withheld to satisfy withholding obligation in the vesting of restricted stock | — | | — | | | (10,438) | | (11) | | | — | | | (702) | | — | | — | | — | | (713) | |
| Stock based compensation | — | | — | | | — | | — | | | — | | | 4,307 | | — | | — | | — | | 4,307 | |
| Net change fair value of ESOP shares | — | | — | | | — | | — | | | — | | | — | | — | | — | | 3,503 | | 3,503 | |
| Purchase of Company stock | — | | — | | | (47,782) | | (48) | | | — | | | (3,055) | | — | | — | | — | | (3,103) | |
| Common stock released by ESOP | — | | — | | | — | | — | | | 1,401 | | | — | | — | | — | | — | | 1,401 | |
| Dividends declared ($1.64 per share) | — | | — | | | — | | — | | | — | | | — | | (18,447) | | — | | — | | (18,447) | |
| December 31, 2022 | 250,000 | | $ | 250,000 | | | 11,599,595 | | $ | 11,599 | | | $ | — | | | $ | 122,890 | | $ | 356,685 | | $ | (43,074) | | $ | (96,984) | | $ | 601,116 | |
The accompanying notes are an integral part of these consolidated financial statements.
75
BancPlus Corporation and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity
(In Thousands, Except Share Data)
(continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | Additional
Paid-In
Capital | Retained
Earnings | Accumulated
Other
Comprehensive
Loss | Less:
Redeemable
common stock
owned by the ESOP | Total
Shareholders'
Equity |
| Shares | Amount | | Shares | Amount | |
| January 1, 2023 | 250,000 | | $ | 250,000 | | | 11,599,595 | | $ | 11,599 | | | $ | 122,890 | | $ | 356,685 | | $ | (43,074) | | $ | (96,984) | | $ | 601,116 | |
| Cumulative change in accounting principle | — | | — | | | — | | — | | | — | | (24,953) | | — | | — | | (24,953) | |
| Balance at January 1, 2023 (as adjusted for change in accounting principle) | 250,000 | | 250,000 | | | 11,599,595 | | 11,599 | | | 122,890 | | 331,732 | | (43,074) | | (96,984) | | 576,163 | |
| Net income | — | | — | | | — | | — | | | — | | 60,135 | | — | | — | | 60,135 | |
| Other comprehensive income, net | — | | — | | | — | | — | | | — | | — | | 11,946 | | — | | 11,946 | |
| Issuance of restricted stock | — | | — | | | 76,574 | | 77 | | | (77) | | — | | — | | — | | — | |
| Shares withheld to satisfy withholding obligation in the vesting of restricted stock | — | | — | | | (15,287) | | (15) | | | (1,005) | | — | | — | | — | | (1,020) | |
| Stock based compensation | — | | — | | | — | | — | | | 4,615 | | — | | — | | — | | 4,615 | |
| Net change fair value of ESOP shares | — | | — | | | — | | — | | | — | | — | | — | | 11,986 | | 11,986 | |
| Purchase of Company stock | — | | — | | | (47,661) | | (48) | | | (2,812) | | — | | — | | — | | (2,860) | |
| Dividends declared ($1.80 per share) | — | | — | | | — | | — | | | — | | (20,912) | | — | | — | | (20,912) | |
| December 31, 2023 | 250,000 | | $ | 250,000 | | — | | 11,613,221 | | $ | 11,613 | | | $ | 123,611 | | $ | 370,955 | | $ | (31,128) | | $ | (84,998) | | $ | 640,053 | |
The accompanying notes are an integral part of these consolidated financial statements.
76
BancPlus Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(In Thousands)
| | Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| | Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Cash flows from operating activities: | Cash flows from operating activities: | |
| Net income per consolidated statements of income | Net income per consolidated statements of income | $ | 36,400 | | | $ | 12,413 | |
| Net income per consolidated statements of income | |
| Net income per consolidated statements of income | |
| Adjustments to reconcile net income to net cash from operating activities: | Adjustments to reconcile net income to net cash from operating activities: | |
| Provision for loan losses | 586 | | | 15,227 | |
| Provision for credit losses | |
| Provision for credit losses | |
| Provision for credit losses | |
| Depreciation and amortization | Depreciation and amortization | 5,180 | | | 5,134 | |
| Net loss on sales of premises and equipment | Net loss on sales of premises and equipment | 816 | | | 478 | |
| Net (gain) loss on sales of other real estate | (311) | | | 2,091 | |
| Write-downs of other real estate | 75 | | | 20,526 | |
| Deferred income tax (benefit) expense | 5,130 | | | (6,057) | |
| Write-downs of assets held for sale | |
| Net (gain) loss on sales of other real estate owned | |
| Write-downs of other real estate owned | |
| Deferred income tax expense | |
| Federal Home Loan Bank stock dividends | Federal Home Loan Bank stock dividends | (84) | | | (262) | |
| Common stock released by ESOP | Common stock released by ESOP | 985 | | | 986 | |
| Stock based compensation expense | Stock based compensation expense | 738 | | | 193 | |
| Origination of loans held for sale | Origination of loans held for sale | (222,655) | | | (164,582) | |
| Proceeds from loans held for sale | Proceeds from loans held for sale | 215,469 | | | 168,475 | |
| Earnings on bank-owned life insurance | Earnings on bank-owned life insurance | (1,628) | | | (1,648) | |
| Net change in: | Net change in: | |
| Accrued interest receivable and other assets | Accrued interest receivable and other assets | 2,961 | | | (664) | |
| Accrued interest receivable and other assets | |
| Accrued interest receivable and other assets | |
| Accrued interest payable and other liabilities | Accrued interest payable and other liabilities | 5,211 | | | 340 | |
| Net cash from operating activities | Net cash from operating activities | 48,873 | | | 52,650 | |
| | Cash flows from investing activities: | Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Purchases of securities available for sale | |
| Purchases of securities available for sale | |
| Purchases of securities available for sale | Purchases of securities available for sale | (202,691) | | | — | |
| Maturities and calls of securities available for sale | Maturities and calls of securities available for sale | 91,318 | | | 87,504 | |
| Purchases of securities held to maturity | Purchases of securities held to maturity | (20,343) | | | (22,134) | |
| Maturities, prepayments and calls of securities held to maturity | Maturities, prepayments and calls of securities held to maturity | 134,650 | | | 62,823 | |
| Net increase in loans | Net increase in loans | (10,854) | | | (178,583) | |
| Purchases of premises and equipment | Purchases of premises and equipment | (6,237) | | | (5,126) | |
| Proceeds from sales of premises and equipment | Proceeds from sales of premises and equipment | 507 | | | | 270 | |
| Proceeds from sales of other real estate | 10,667 | | | 9,427 | |
| Investment in unconsolidated entities, net | (801) | | | (470) | |
| Proceeds from redemptions of Federal Home Loan Bank stock | — | | | 10,815 | |
| Proceeds from sales of other real estate owned | |
| Investment in unconsolidated entities | |
| Distributions from unconsolidated entities | |
| Cash received in excess of cash paid for acquisition | |
| Purchase of bank-owned life insurance | |
| Proceeds from bank-owned life insurance | |
| Redemptions of Federal Home Loan Bank stock | |
| Purchases of Federal Home Loan Bank stock | |
| Net cash used in investing activities | Net cash used in investing activities | (3,784) | | | (35,474) | |
| | Cash flows from financing activities: | |
The accompanying notes are an integral part of these consolidated financial statements.
977
BancPlus Corporation and Subsidiaries
Consolidated Statements of Cash Flows (continued)
(In Thousands)
| | Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| | | Cash flows from financing activities: | |
| Year Ended December 31, | | | Year Ended December 31, |
| 2023 | | | 2023 | | 2022 | | 2021 |
| Net increase (decrease) in: | Net increase (decrease) in: | |
| Noninterest-bearing deposits | |
| Noninterest-bearing deposits | |
| Noninterest-bearing deposits | Noninterest-bearing deposits | $ | 11,188 | | | $ | 16,509 | |
| Money market, NOW and savings deposits | Money market, NOW and savings deposits | 138,568 | | | 290,633 | |
| Certificates of deposit | Certificates of deposit | (11,103) | | | 25,965 | |
| Short-term borrowings | — | | | (100,112) | |
| Proceeds from long-term FHLB advances | — | | | 60,852 | |
| Payments on long-term FHLB advances | (280) | | | (235,425) | |
| Proceeds from FHLB advances | |
| Payments on FHLB advances | |
| Proceeds from other borrowings | |
| Payments on other borrowings | Payments on other borrowings | (3,500) | | | (3,500) | |
| Common stock acquired by ESOP | (2,499) | | | | — | |
| Payment of debt issuance costs | |
| Issuance of common stock | |
| Issuance of preferred stock | |
| Shares withheld to pay taxes on restricted stock vesting | Shares withheld to pay taxes on restricted stock vesting | (46) | | | | — | |
| Purchase of Company stock | |
| Cash dividends paid on common stock | Cash dividends paid on common stock | (9,642) | | | (9,020) | |
| Net cash from financing activities | Net cash from financing activities | 122,686 | | | 45,902 | |
| | Net change in cash and cash equivalents | Net change in cash and cash equivalents | 167,775 | | | 63,078 | |
| Net change in cash and cash equivalents | |
| Net change in cash and cash equivalents | |
| | Cash and cash equivalents at beginning of year | |
| Cash and cash equivalents at beginning of year | |
| Cash and cash equivalents at beginning of year | Cash and cash equivalents at beginning of year | 145,197 | | | 82,119 | |
| | Cash and cash equivalents at end of year | Cash and cash equivalents at end of year | $ | 312,972 | | | $ | 145,197 | |
| Cash and cash equivalents at end of year | |
| Cash and cash equivalents at end of year | |
| | Supplemental cash flow information: | Supplemental cash flow information: | |
| Supplemental cash flow information: | |
| Supplemental cash flow information: | |
| Interest paid | |
| Interest paid | |
| Interest paid | Interest paid | $ | 21,050 | | | $ | 12,227 | |
| Federal and state income tax payments | Federal and state income tax payments | 1,500 | | | 8,300 | |
| Acquisition of real estate in non-cash foreclosures | Acquisition of real estate in non-cash foreclosures | 3,366 | | | 8,236 | |
| Fair value of assets acquired net of liabilities assumed | |
| Transfers from premises and equipment to assets held for sale | |
The accompanying notes are an integral part of these consolidated financial statements.
1078
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: Summary of Significant Accounting Policies
Business
BancPlus Corporation (the “Company”) is a bank holding company headquartered in Jackson,Ridgeland, Mississippi. BankPlus (the “Bank”), the principal operating subsidiary and sole banking subsidiary of the Company, is a commercial bank primarily engaged in the business of commercial and consumer banking. In addition to general and consumer banking, other products and services offered though the Bank’s subsidiaries include certain insurance and annuity services, asset and investment management, and financial planning. Oakhurst Development, Inc. (“Oakhurst”) is a real estate subsidiary originally formed by the Company to liquidate a real estate development that was acquired by the Bank through foreclosure in 2002. Oakhurst became active again in March 2009 and holds loans and other real estate.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and all other entities in which the Company has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation. The accounting and financial reporting polices followed by the Company conform, in all material respects, to the accounting principles generally accepted in the United States and to general practices within the financial services industry.
Variable Interest Entities
The Company owns interests in limited liability partnerships discussed in Note 6, and 100% of the common stock of twofive statutory trusts, discussed in Note 12.13. As defined in applicable accounting standards, these are interests in variable interest entities (“VIE”) for which the Company is not the primary beneficiary. Accordingly, the accounts of the VIEs have not been consolidated into the Company’s financial statements.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The allowance for loancredit losses, fair value of financial instruments and status of contingencies are particularly subject to change. Material estimates that are subject to significant change in the near term are the allowance for loancredit losses, valuation of other real estate owned (“OREO”) and fair values of financial instruments. Actual results could differ from these estimates.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include interest and noninterest-bearing cash accounts and federal funds sold. The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company maintains deposits with other financial institutions in amounts that exceed federal deposit insurance coverage. Furthermore, federal funds sold are essentially uncollateralized loans to other financial institutions. Management regularly evaluates the credit risk associated with these transactions and believes that the Company is not exposed to any significant credit risks on cash and cash equivalents. The Company had deposits with correspondent banks that exceeded federally insured limits by $93,066$8.6 million at December 31, 2019.2023. Net cash flows are reported for customer deposit transactions and short term borrowings. Cash flows from loans are classified at the time according to management’s intent to either sell or hold the loan for the foreseeable future. When
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
management’s intent is to hold the loan for the foreseeable future, the cash flows of that loan are presented as investing cash flows.
Comprehensive Income
Comprehensive income includes net income reported in the consolidated statements of income and changes in unrealized gain or loss on securities available for sale reported as a component of stockholders'shareholders' equity. Unrealized gain or loss on securities available for sale, net of deferred income taxes, is the only component of accumulated other comprehensive income (loss) for the Company.
Securities
Certain debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Trading securities are recorded at fair value with changes in fair value included in income. Debt securities not classified as held to maturity or trading are classified as “available for sale” and recorded at fair value, with unrealized gains and losses excluded from income and reported in other comprehensive income (loss). Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
Allowance for Credit Losses - Securities
For available-for-sale debt securities with fair value below amortized cost, when the Company does not intend to sell the debt security, and it is more likely than not that the Company will not have to sell the security before recovery of its cost basis, then the Company recognizes the credit component of an other-than-temporary impairmenta decline in fair value of a debt security in income and the remaining portion in other comprehensive income (loss). Decline in fair value related to a credit loss is measured using the discounted cash flow method. Credit loss recognition is limited to the amount that the fair value of the security is less than the amortized cost. The decline in fair value is recognized by establishing an allowance for credit loss (“ACL”) through provision for credit losses. Decline in fair value related to noncredit factors is recognized in accumulated other comprehensive income, net of applicable taxes. The Company has elected to exclude accrued interest from the estimate of credit losses for available-for-sale debt securities. The Company evaluates available-for-sale security declines in fair value on a quarterly basis.
For held-to-maturity debt securities, the amount of an other-than-temporary impairment recorded in other comprehensive income (loss)expected losses are evaluated and calculated on a collective basis for the noncredit portion of a previous other-than-temporary impairment is amortized prospectively over the remaining life ofthose securities that share risk characteristics. The Company aggregates record level securities calculations and reports the security portfolio segments based on shared risk characteristics. The only segment included in the basisheld-to-maturity portfolio is states and political subdivisions, which is comprised of municipals.
The Company performs a quarterly loss reserve calculation for municipal and corporate bonds leveraging history of defaults and recoveries as well as a baseline economic forecast. A probability of default/loss-given default approach is used, with any non-rated bonds receiving a comparable rating estimate. Losses in high grade municipals, in which the timingCompany tends to invest, have historically been very limited. The Company has elected to exclude accrued interest from the estimate of future estimated cash flows of the security.credit losses for held-to-maturity debt securities.
Loans Held for Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value. These loans are generally sold with mortgage servicing rights released.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their unpaid principal balance adjusted for net charge-offs, the allowance for loancredit losses, and any deferred fees and costs. Interest on loans is calculated by using the simple interest method on daily balances of the principal amount outstanding.
Loans that are 30 days or more past due based on payments received and applied to the loan are considered delinquent. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that a borrower's financial condition is such that collection of interest, but not necessarily principal, is doubtful. A loan is typically placed on non-accrual when the contractual payment of principal or interest becomes 90 days past due unless the loan is well-secured and in the process of collection. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. Current yearAny interest previously recorded, but deemed not collectible, is reversed and charged against current year income. Prior year interest previously recorded, but deemed not collectible, is charged against the allowance.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
Payments subsequently received on non-accrual loans are applied to principal. Interest income is recognized to the extent that cash payments are received in excess of principal due. A loan may return to accrual status when principal and interest payments are no longer past due and collectability is reasonably assured.
A loan is considered impaired, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310-10-35 guidance, when based on current information and events, it is probable the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms
Table of the loan, including scheduled interest and principal payments. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Substandard loans $500 or greater and not previously coded impaired and all loans previously coded impaired, if the relationship is $500 or greater, are individually reviewed for impairment. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of future cash flows discounted at the loan’s original interest rate, or at the fair value of collateral if repayment is expected solely from the collateral. Groups of loans with similar risk characteristics, including individually evaluated loans not determined to be impaired, are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.Contents Included in certain impaired loan categories are loans considered troubled debt restructurings (“TDRs”) under the provisions of FASB Accounting Standards Update (“ASU”) 2011-02. Restructuring of a loan is considered a TDR if both (i) the borrower is experiencing financial difficulties and (ii) the Company grants a concession it would not otherwise consider for borrowers of similar credit quality. Concessions may include interest rate reductions and/or payment modifications, payment extensions, forgiveness of principal or interest, and other actions intended to minimize potential losses. A loan continues to qualify as restructured until a consistent payment history and change in the borrower‘s financial condition has been evidenced. Assuming that the restructuring specifies an interest rate at the time of restructuring that is greater than or equal to the rate that the Company is willing to accept for a new extension of credit with comparable risk, then the loan no longer has to be considered a troubled debt restructuring if it is in compliance with modified terms in calendar years after the year of restructure.
Allowance for LoanCredit Losses - Loans
The allowance for loancredit losses is a valuation allowance for probable incurred credit losses. The allowance consists of general and specific components. Loans deemedaccount that is deducted from the loans’ amortized cost basis to present the net amount expected to be uncollectible are charged againstcollected on the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is maintained at a level believed to be adequate by management to absorb estimated probable loan losses. Management’s periodic evaluationloans. Management's determination of the adequacy of the allowance for loan lossesACL is based on an assessment of the expected credit losses on loans over the expected life of the loan. The ACL is increased by provision expense and decreased by charge-offs, net of recoveries of amounts previously charged-off. Loans are charged off when management believes that the collection of the principal amount owed in full is unlikely. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Any interest that is accrued but not collected is reversed against interest income when a loan is placed on nonaccrual status, which typically occurs prior to charging off all, or a portion, of a loan. The Company made the policy election to exclude accrued interest receivable on loans from the estimate of credit losses.
The Company calculates estimated credit loss on its portfolio primarily using quantitative methodologies using relevant available information from internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The ACL is evaluated and calculated on a collective basis for those loans which share similar risk characteristics. At each reporting period, the Company evaluates whether the loans in a pool continue to exhibit similar risk characteristics as the other loans and whether it needs to evaluate the allowance on an individual basis. The Company has chosen to segment its portfolio consistent with the manner in which it manages the risk of the type of credit. The Company’s segments for loans include commercial real estate, commercial and industrial, residential and consumer.
Expected credit losses are estimated over the contractual term of each loan taking into consideration expected prepayments. The contractual term excludes expected extensions, renewals, and modifications. Also included in the allowance for loans are qualitative reserves to cover losses that are expected but, in the Company’s assessment, may not be adequately represented in the quantitative method or the economic assumptions described above. For example, factors that the Company considers include the nature and size of the portfolio, portfolio concentrations, the volume and severity of past due loans and non-accrual loans and current business conditions.
In addition to the ACL on loans held for investment, the Company records a balance sheet liability for unfunded commitments, which is recognized if both of the following conditions are met: (1) the Company has a present contractual obligation to extend credit; and (2) the obligation is not unconditionally cancellable by the Company. Loan commitments may have a funded and unfunded portion, of which the liability for unfunded commitments is derived based upon the commitments to extend credit to a borrower (e.g., an estimate of expected credit losses is not established for unfunded portions of loan commitment that are unconditionally cancellable by the Company). The expected credit losses for specifically identified loans as well as estimated probable credit losses inherentfunded portions are reported in the remainderpreviously discussed ACL for loans. The Company segments its unfunded commitment portfolio consistent with the ACL calculation for loans. The Company incorporates the probability of funding (i.e., estimate of utilization) for each segment and then utilizes the loan portfolio. Management considers a number of factors in estimating probable credit losses inherent in the loan portfolio, including: historical loanACL loss experiencerates for various types of loans; composition of the loan portfolio; past due trends in the loan portfolio; current trends; current economic conditions; industry exposure and allowance allocation percentages for various grades of loans with such grades being assignedeach segment on an aggregate basis to loans based on loan reviews.
Management’s evaluation ofcalculate the allowance for loan losses is inherently subjective as it requires material estimates. The actual amounts of loan losses realized in the near term could differ from the amounts estimated in arriving at the allowance for loan losses reported in the financial statements.unfunded commitments.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales, when control over the assets has been relinquished. Control over transferred assets is deemed to be surrendered when the assets have been isolated from the Company, the transferee obtains the right to pledge or exchange the transferred asserts, and the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed principally using the straight-line method and are charged to operating expenses over the estimated useful lives of the assets. Leasehold improvements are capitalized and depreciated using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter. In cases where the Company has the right to renew the lease for additional periods, the lease term for the purpose of calculating amortization of the capitalized costs of the leasehold improvements is extended when the Company is reasonably assured that it will renew the lease. Costs of major additions and improvements are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Other Real Estate
Other real estate acquired through partial or total satisfaction of loans is initially carried at fair value less cost to sell at the date of acquisition (foreclosure), establishing a new cost basis. Any loss incurred at the date of acquisition is charged to the allowance
for loancredit losses. Subsequent gains or losses on such assets and related operating income and expenses are reported in current operations when earned or incurred.
Federal Home Loan Bank (FHLB) Stock
The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. The Company’s investment in member bank stock is carried at cost and included in other assets in the consolidated balance sheets. The carrying value of the Company’s FHLB stock was evaluated and determined not to be impaired for the years ended December 31, 20192023 and 2018.2022. Both cash and stock dividends are reported as income.
Intangible Assets
Goodwill, which represents the excess of cost over the fair value of net assets of an acquired business, is not amortized but tested for impairment on an annual basis or more often if events or circumstances indicate there may be impairment. Identifiable intangible assets are acquired assets that lack physical substance but can be distinguished from goodwill because of contractual or legal rights or because the assets are capable of being sold or exchanged either on their own or in combination with a related contract, asset or liability. Other identifiable assets with finite lives include the following: 1)(1) core deposits intangible assets, which are amounts recorded related to the value of acquired deposits, 2)(2) amounts recorded related to the value of acquired customer relationships, and 3)(3) amounts recorded related to non-competition agreements with certain individuals of acquired entities. Identifiable intangibles are initially recorded at fair value and are amortized over the periods benefited. These intangibles are evaluated for impairment whenever events or circumstances indicate that the carrying amount should be reevaluated. Impairment losses are recorded in other operating expense and reduce the carrying amount of the intangible.
Bank Owned
Bank-Owned Life Insurance
The Company maintains bank-owned life insurance policies on certain current and former employees, which are recorded at their cash surrender values as determined by the insurance carriers. The appreciation in the cash surrender
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
value of the policies is recognized as a component of other operating income in the Company’s consolidated statements of income.
Loan Commitments and Related Financial Instruments
In the normal course of business, the Company enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of customers. Such instruments are not reflected in the consolidated financial statements until they are funded. The face amount of these items represents the exposure to loss, before considering customer collateral or ability to repay.
Revenue Recognition
The Company adopted ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)” as of January 1, 2018.
Accounting Standards Codification (“ASC”) Topic 606 implements a common revenue standard that clarifies the principles for recognizing revenue from contracts. The majority of the Company’s revenues come from interest income and other sources, including loans and securities that are outside the scope of Topic 606. The Company’s services that fall within the scope of Topic 606 are presented within other operating income and are recognized as revenue as the Company satisfies its obligation to the customer. Services within the scope of Topic 606 include service charges on deposits, interchange income, wealth management fees and investment brokerage fees. The Company generally acts in a principal capacity, on its own behalf, in most of its contracts with customers. In such transactions, revenue is recognized and the related costs to provide services is recognized on a gross basis in the financial statements. In some cases, the Company acts in an agent capacity, deriving revenue through assisting other entities in transactions with customers. In such transactions, revenue and the related costs to provide services is recognized on a net basis in the financial statements. These transactions recognized on a net basis primarily relate to insurance and brokerage commissions and fees derived from customers' use of various interchange and ATM/debit card networks.
Income Taxes
The Company accounts for income taxes in accordance with income tax accounting guidance, ASC Topic 740, “Income Taxes”. The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities,
and enacted changes in tax rates and laws are recognized in the period in which they occur. A valuation allowance, if needed, reduces deferred assets to the amount expected to be realized. The Company did not have a valuation allowance recorded with respect to the realization of deferred income taxes at December 31, 20192023 or 2018.2022.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Uncertain tax positions are recognized if it is more likely than not that the tax position will be realized or sustained upon examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The Company did not recognize any uncertain tax positions at December 31, 20192023 or 2018.2022.
Stock Based Compensation
Compensation cost is recognized for restricted stock awards issued to employees based on the fair value of these awards at the date of the grant. Compensation cost is recognized over the required service period, generally defined as the vesting period.
Earnings Per Share
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted number of common shares outstanding during the period and the number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period.
| | December 31, 2019 | | December 31, 2018 |
| Year Ended | | | Year Ended |
| (Dollars in thousands, except per share data) | | (Dollars in thousands, except per share data) | 2023 | | 2022 | | 2021 |
| Net income | Net income | $ | 36,400 | | | $ | 12,413 | |
| | Common stock | Common stock | 7,534,302 | | | 7,497,081 | |
| Diluted effect of unallocated stock | 81,656 | | | 92,166 | |
| Common stock | |
| Common stock | |
| Dilutive effect of stock-based awards | |
| Dilutive effect of unallocated stock | |
| Total weighted average diluted shares | Total weighted average diluted shares | 7,615,958 | | | 7,589,247 | |
| | Basic earnings per common shares | Basic earnings per common shares | $ | 4.83 | | | $ | 1.66 | |
| Basic earnings per common shares | |
| Basic earnings per common shares | |
| Diluted earnings per common shares | Diluted earnings per common shares | $ | 4.78 | | | $ | 1.64 | |
Operating Segments
While the chief decision-makers monitor the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating segments are aggregated into one as operating results for all segments are similar. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
Risks and Uncertainties
The state of the overall economy, including the effect of the volatility and direction of market interest rates as a result of continuing worldwide macroeconomic uncertainty, could negatively impact our financial performance. Such a decline could impact the Company’s ability to make distributions to our shareholders or meet other financial obligations.
Accounting Changes and Reclassifications
Some items in the prior year financial statements were reclassified to conform to current presentations. Reclassifications had no effect on prior year net income or stockholders’shareholders’ equity.
ASU 2016-02, “Leases (Topic 842).” In February 2016, the FASB issued ASU 2016-02 to supersede nearly all existing lease guidance under GAAP. The guidance required a lessee to recognize 1) a lease liability representing the obligation to make lease payments for long-term leases, measured on a discounted basis; and 2) a right-of-use asset which is an asset that represents the lessee’s right to use, or control the use
Effect of the impact of adopting this ASU.
Recently Issued, But Not Yet EffectiveAdopted Accounting Standards Updates
ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the FASB issued ASU 2016-13 which requires earlier measurement of credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Many of the previous loss estimation techniques applied today willare still be permitted, although the inputs to those techniques will changehave changed to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 is effective for the Company for annual and interim periods beginning on January 1, 2023. The measurement of expected credit losses under the current expected credit loss (“CECL”) methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures. In addition, ASU 2016-13 made changes to the accounting for available-for-sale debt securities, which includes requiring credit losses to be presented as an allowance rather than as a write-down when management does not intend to sell the securities.
The Company has formedadopted ASU 2016-13 using the modified retrospective method for all financial assets measured at amortized cost and off-balance sheet credit exposures. Results for reporting periods beginning after January 1, 2023 are presented under ASU 2016-13 while prior period amounts continue to be reported in accordance with the then applicable GAAP. As of January 1, 2023 the Company recognized a cross functional teamone-time, after-tax cumulative effect adjustment of approximately $25.0 million to retained earnings, increasing the allowance for credit losses on loans held for investment by approximately $20.7 million and establishing an allowance for credit losses on off-balance sheet credit exposures of approximately $12.5 million due to the adoption of ASU 2016-13.
The Company adopted ASU 2016-13 using the prospective transition approach for financial assets purchased with credit deterioration (“PCD”) that were previously classified as purchase credit impaired (“PCI”) and accounted for under ASC 310-30. In accordance with the standard, management is assessing data and system needs and evaluatingnot required to reassess whether PCI assets meet the criteria for PCD assets as of the date of adoption.
The following table illustrates the impact of adoptingASU 2016-13:
| | | | | | | | | | | | | | | | | |
| January 1, 2023 |
| (In thousands) | As Reported Under ASU 2016-13 | | Pre-ASU 2016-13 Adoption | | Impact of ASU 2016-13 Adoption |
| Assets: | | | | | |
| Allowance for credit losses on debt securities held-to-maturity | $ | — | | | $ | — | | | $ | — | |
| Allowance for credit losses on loans: | | | | | |
| Commercial real estate | 39,471 | | | 26,701 | | | 12,770 | |
| Residential | 16,422 | | | 9,958 | | | 6,464 | |
| Commercial and industrial | 6,916 | | | 4,750 | | | 2,166 | |
| Consumer and other | 810 | | | 1,466 | | | (656) | |
| Total allowance for credit losses on loans | 63,619 | | | 42,875 | | | 20,744 | |
| Liabilities: | | | | | |
| Allowance for credit losses on off-balance sheet exposures | 12,505 | | | — | | | 12,505 | |
| Total allowance for credit losses | $ | 76,124 | | | $ | 42,875 | | | $ | 33,249 | |
Accounting Standards Update 2022-02 (“ASU 2022-02”), “Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures.” In March 2022, the FASB issued ASU 2022-02 which eliminates the TDR recognition and measurement guidance and instead requires that an entity evaluate whether the modification represents a new guidance. The Company expectsloan or a continuation of an existing loan. ASU 2022-02 also enhances existing disclosure requirements and introduces new requirements related to recognize a one-time cumulative effect adjustmentcertain modifications of receivables made to borrowers experiencing financial difficulty. For public business entities, these amendments require that an entity disclose current period gross write-offs by year of origination for financing receivables and net investment in leases within the allowancescope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for loan losses aspublic business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of the beginningfinancing receivables by credit quality indicator and class of the first reporting period in which the new standard is effective,financing receivable by year of
origination. ASU 2022-02 is effective for the Company for annual and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 1: (Continued)
but hasinterim periods beginning on January 1, 2023. The adoption of ASU 2022-02 in the first quarter of 2023 did not yet determined the magnitude of any such one-time adjustments or the overallmaterially impact on the Company’s consolidated financial statements.
Accounting Standards Update 2022-06 (“ASU 2022-06”), “Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848.” In December 2022, the FASB issued ASU 2022-06 which provides temporary relief during the transition period in complying with Accounting Standards Update 2020-04 “Reference Rate Reform - Topic 848”. The Board included a sunset provision within Topic 848 based on expectations of when LIBOR would cease being published. At the time that ASU 2020-04 was issued, the UK Financial Conduct Authority (FCA) had established its intent that it would no longer be necessary to persuade, or compel, banks to submit to LIBOR after December 31, 2021. As a result, the sunset provision was set for December 31, 2022 - 12 months after the expected cessation date of all currencies and tenors of LIBOR. In March 2021, the FCA announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of USD LIBOR would be June 30, 2023, which was beyond the current sunset date of Topic 848. The adoption of ASU 2022-06 did not materially impact the Company’s consolidated financial statements.
Accounting Standards Update 2023-02 (“ASU 2023-02”), “Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method.” In March 2023, the FASB issued ASU 2023-02 which allows entities to elect to account for tax equity investments using the proportional amortization method, regardless of the tax credit program from which the income tax credits are received, if certain conditions are met. ASU 2023-02 is effective for the Company for annual and interim periods beginning on January 1, 2024. The adoption of ASU 2023-02 did not materially impact the Company’s consolidated financial statements.
Accounting Standards Update 2023-07 (“ASU 2023-07”), “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” In November 2023, the FASB issued ASU 2023-07 which expands segment disclosure requirements for public entities to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. ASU 2023-07 is effective for the Company for annual and interim periods beginning on January 1, 2024. The adoption of ASU 2023-07 did not materially impact the Company’s consolidated financial statements.
Effect of Recently Issued, But Not Yet Effective Accounting Standards
Accounting Standards Update 2023-09 (“ASU 2023-09”), “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” In December 2023, the FASB issued ASU 2023-09 which requires entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for annual and interim periods beginning on January 1, 2025, though early adoption is permitted. The adoption of ASU 2023-09 is not expected to materially impact the Company’s consolidated financial statements.
Note 2: Business Combinations
First Trust Corporation
Effective March 1, 2022, the Company completed its previously announced merger with First Trust Corporation (“FTC”), the holding company of First Bank and Trust (“FBT”). Pursuant to the terms of the Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, as amended on February 9, 2022, by and among the Company, BankPlus, FTC, and FBT (the “FTC Merger Agreement”), following the Company’s acquisition of FTC by statutory share exchange, FTC was merged with and into BancPlus, with BancPlus surviving the merger (the “FTC Holding Company Merger”). Immediately thereafter FBT was merged with and into BankPlus, with BankPlus surviving the merger (together with the FTC Holding Company Merger, the “FTC Merger”). The FTC Merger expands the Company’s geographic footprint into Florida and adds additional locations in Louisiana and Mississippi, providing access to new markets and deposits.
Pursuant to the FTC Merger Agreement, holders of FTC stock received, in the aggregate, 1,444,764 shares of BancPlus common stock, with cash paid in lieu of fractional shares, and $52.7 million in cash, plus up to $10.0 million, less certain fees, costs, and expenses, that was held in escrow pursuant to the terms of a previously disclosed Indemnity and Escrow Agreement that was entered into immediately prior to the completion of the FTC Merger pending a final determination from the Internal Revenue Service as to whether FTC’s subchapter S election would be reinstated retroactively to September 23, 2020. On June 27, 2022, the Company received notice from the IRS that FTC’s subchapter S election had been reinstated. On July 7, 2022, the escrow
account balance of $10.0 million was paid to the former holders of FTC stock. The fair value of the common shares issued was determined based on a third-party appraisal at the date of the acquisition, as there is no active market for the Company’s stock.
For the years ended December 31, 2022 and 2021, the Company incurred approximately $11.8 million and $1.1 million of acquisition expenses in connection with the FTC Merger, respectively. These expenses are recorded in salaries and employee benefits expenses, furniture equipment and data processing expenses, and other expenses in the Company’s Consolidated Statement of Income for the years ended December 31, 2022 and 2021.
The following table reflects the consideration paid and the fair value allocation of assets acquired and liabilities assumed as of the acquisition date:
| | | | | | | | | | | |
| (Dollars in thousands) | | | |
| Purchase price allocation: | | | |
| Common stock issued | | | $ | 56,489 | |
| Cash paid | | | 63,239 | |
| Total purchase price | | | $ | 119,728 | |
| Assets acquired: | | | |
| Cash and due from banks | $ | 229,213 | | | |
| Securities | 33,407 | | | |
| Loans held for sale | 6,200 | | | |
| Loans, net | 1,000,382 | | | |
| Premises and equipment | 15,152 | | | |
| Accrued interest receivable | 1,441 | | | |
| Core deposit intangible | 7,825 | | | |
| Other assets | 4,584 | | | |
| Total assets acquired | $ | 1,298,204 | | | |
| Liabilities assumed: | | | |
| Deposits | $ | 1,212,712 | | | |
| Subordinated debentures | 21,733 | | | |
| Other liabilities | 4,187 | | | |
| Total liabilities assumed | $ | 1,238,632 | | | |
| Net assets acquired | | | 59,572 | |
| Goodwill | | | $ | 60,156 | |
In connection with the FTC Merger, the Company recorded a $7.8 million core deposit intangible, which will be amortized over 10 years. The Company also acquired loans with a fair value of $1.000 billion. The fair value of acquired loans at the time of acquisition is recorded as a premium or discount to the unpaid balance of each acquired loan. The net premium or discount is accreted or amortized into interest income over the remaining life of the loan. The Company recorded a net discount of $6.6 million on the acquired FTC loans, which included a credit mark discount of $15.7 million. Purchase credit impaired loans were insignificant. In the third quarter of 2022, the Company increased the fair value of other real estate and deferred tax assets resulting in a corresponding decrease to goodwill of $1.1 million.
Revenues and earnings of the acquired company since the FTC Merger date have not been disclosed as it is not practicable as FTC was merged into BancPlus and separate financial information for FTC is not available. The following table presents unaudited pro forma information as if the FTC Merger had occurred on January 1, 2021. This pro forma information combines the historic consolidated results of operations of BancPlus and FTC after giving effect to certain adjustments, including purchase accounting fair value adjustments and amortization of intangibles, as well as the related income tax effects of those adjustments. The pro forma information does not necessarily reflect the results of operations that would have occurred had the FTC Merger occurred on January 1, 2021.
| | | | | | | | | | | |
| Year Ended December 31, |
| (In thousands, except per share data) | 2022 | | 2021 |
| Net interest income | $ | 227,394 | | | $ | 213,673 | |
| Other operating income | 71,429 | | | 82,724 | |
| Net income available to common shareholders | 63,404 | | | 72,225 | |
| Earnings per common share: | | | |
| Basic | $ | 5.55 | | | $ | 6.35 | |
| Diluted | 5.52 | | | 6.28 | |
Note 3: Investment Securities
The following is a summary of the amortized cost and fair value of securities available for sale.
| | Amortized Cost | | Gross Unrealized | | | Fair
Value |
| | | Gains | | Losses | | |
| December 31, 2019 | | | | | | | |
| Amortized Cost | | | Amortized Cost | | Gross Unrealized | | Allowance for Credit Losses | | Fair
Value |
| (Dollars in thousands) | |
| December 31, 2023 | |
| December 31, 2023 | |
| December 31, 2023 | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U.S. Government agencies | U.S. Government agencies | $ | 17,999 | | | | $ | 104 | | | | $ | 1 | | | | $ | 18,102 | |
| Residential mortgage-backed securities | Residential mortgage-backed securities | 175,696 | | | | 693 | | | | 510 | | | | 175,879 | |
| Commercial mortgage-backed securities | Commercial mortgage-backed securities | 3,002 | | | | 8 | | | | — | | | | 3,010 | |
| Asset backed securities | |
| Corporate investments | Corporate investments | 4,000 | | | | 82 | | | | — | | | | 4,082 | |
| State and political subdivisions | |
| Total available for sale | Total available for sale | $ | 200,697 | | | | $ | 887 | | | | $ | 511 | | | | $ | 201,073 | |
| | December 31, 2018 | | | | | | | | | | | | | | |
| December 31, 2022 | |
| December 31, 2022 | |
| December 31, 2022 | |
| U.S Treasuries | |
| U.S Treasuries | |
| U.S Treasuries | |
| U.S. Government agencies | U.S. Government agencies | $ | 81,895 | | | | $ | — | | | | $ | 618 | | | | $ | 81,277 | |
| Residential mortgage-backed securities | Residential mortgage-backed securities | 3,704 | | | | 52 | | | | 163 | | | | 3,593 | |
| Commercial mortgage-backed securities | Commercial mortgage-backed securities | 323 | | | | — | | | | 4 | | | | 319 | |
| Asset backed securities | |
| Corporate investments | Corporate investments | 4,000 | | | | 106 | | | | — | | | | 4,106 | |
| State and political subdivisions | |
| Total available for sale | Total available for sale | $ | 89,922 | | | | $ | 158 | | | | $ | 785 | | | | $ | 89,295 | |
Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies. At December 31, 2023, the Company had an allowance for credit losses on available for sale securities of $2.0 million. The following table provides a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented.
| | | | | |
| Year Ended December 31, |
| (In thousands) | 2023 |
| Beginning balance | $ | — | |
| Impact of adopting CECL | — | |
| (Recovery of) provision for credit losses on available for sale securities | 2,035 | |
| Ending Balance | $ | 2,035 | |
The following is a summary of the amortized cost and fair value of securities held to maturity.
| | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized | | | | Fair
Value |
| | | Gains | | Losses | | |
| December 31, 2019 | | | | | | | |
| U.S. Government agencies | $ | 5,000 | | | | $ | 3 | | | | $ | — | | | | $ | 5,003 | |
| Residential mortgage-backed securities | 1,071 | | | | 41 | | | | — | | | | 1,112 | |
| States and political subdivisions | 171,783 | | | | 1,339 | | | | 12 | | | | 173,110 | |
| Total held to maturity | $ | 177,854 | | | | $ | 1,383 | | | | $ | 12 | | | | $ | 179,225 | |
| | | | | | | | | | | | | | |
| December 31, 2018 | | | | | | | | | | | | | | |
| U.S. Government agencies | $ | 92,945 | | | | $ | — | | | | $ | 896 | | | | $ | 92,049 | |
| Residential mortgage-backed securities | 1,208 | | | | 23 | | | | 21 | | | | 1,210 | |
| States and political subdivisions | 198,448 | | | | 674 | | | | 1,155 | | | | 197,967 | |
| Total held to maturity | $ | 292,601 | | | | $ | 697 | | | | $ | 2,072 | | | | $ | 291,226 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Amortized Cost | | Gross Unrealized | | Fair
Value |
| (Dollars in thousands) | | Gains | | Losses | |
| December 31, 2023 | | | | | | | |
| States and political subdivisions | $ | 55,170 | | | $ | 1 | | | $ | 126 | | | $ | 55,045 | |
| Total held to maturity | $ | 55,170 | | | $ | 1 | | | $ | 126 | | | $ | 55,045 | |
| | | | | | | |
| December 31, 2022 | | | | | | | |
| States and political subdivisions | $ | 62,274 | | | $ | — | | | $ | 206 | | | $ | 62,068 | |
| Total held to maturity | $ | 62,274 | | | $ | — | | | $ | 206 | | | $ | 62,068 | |
All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Provided below is a summary of investment securities whichwithout an allowance for credit losses that were were in an unrealized loss position and the length of time that individual securities have been in a continuous loss position.
| | Less Than 12 Months | | | 12 Months or More | | | Total | |
| Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| | December 31, 2019: | | | | | | | | | | | |
| Less Than 12 Months | | | Less Than 12 Months | | 12 Months or More | | Total |
| Fair Value | | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| (Dollars in thousands) | |
| December 31, 2023: | |
| December 31, 2023: | |
| December 31, 2023: | |
| Available for sale: | Available for sale: | |
| U. S. Government agencies | $ | — | | | $ | — | | | $ | 4,999 | | | $ | 1 | | | $ | 4,999 | | | $ | 1 | |
| Residential mortgage-backed securities | 92,323 | | | 466 | | | 2,240 | | | 44 | | | 94,563 | | | 510 | |
| $ | 92,323 | | | $ | 466 | | | $ | 7,239 | | | $ | 45 | | | $ | 99,562 | | | $ | 511 | |
| Held to maturity: | | | | | | | | | | | |
| States and political subdivisions | $ | 2,656 | | | $ | 8 | | | $ | 2,766 | | | $ | 4 | | | $ | 5,422 | | | $ | 12 | |
| | December 31, 2018: | | | | | | | | | | | | | | | | | | | | | | |
| Available for sale: | Available for sale: | | | | | | | | | | | | | | | | | | | | | | |
| Available for sale: | |
| U.S Treasuries | |
| U.S Treasuries | |
| U.S Treasuries | |
| U. S. Government agencies | U. S. Government agencies | $ | 7,893 | | | | $ | 86 | | | | $ | 73,384 | | | | $ | 532 | | | | $ | 81,277 | | | | $ | 618 | |
| Residential mortgage-backed securities | Residential mortgage-backed securities | — | | | | — | | | | 2,672 | | | | 163 | | | | 2,672 | | | | 163 | |
| Commercial mortgage-backed securities | Commercial mortgage-backed securities | — | | | | — | | | | 319 | | | | 4 | | | | 319 | | | | 4 | |
| Asset backed securities | |
| States and political subdivisions | |
| Corporate investments | |
| $ | |
| | $ | 7,893 | | | | $ | 86 | | | | $ | 76,375 | | | | $ | 699 | | | | $ | 84,268 | | | | $ | 785 | |
| Held to maturity: | Held to maturity: | | | | | | | | | | | | | | | | | | | | | | |
| U.S Government agencies | $ | 14,819 | | | | $ | 172 | | | | $ | 72,230 | | | | $ | 724 | | | | $ | 87,049 | | | | $ | 896 | |
| Held to maturity: | |
| Held to maturity: | |
| States and political subdivisions | |
| States and political subdivisions | |
| States and political subdivisions | |
| $ | |
| | December 31, 2022: | |
| December 31, 2022: | |
| December 31, 2022: | |
| Available for sale: | |
| Available for sale: | |
| Available for sale: | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U. S. Government agencies | |
| Residential mortgage-backed securities | Residential mortgage-backed securities | — | | | | — | | | | 791 | | | | 21 | | | | 791 | | | | 21 | |
| Commercial mortgage-backed securities | |
| Asset backed securities | |
| States and political subdivisions | States and political subdivisions | 24,459 | | | | 399 | | | | 38,504 | | | | 756 | | | | 62,963 | | | | 1,155 | |
| Corporate investments | |
| $ | |
| | $ | 39,278 | | | | $ | 571 | | | | $ | 111,525 | | | | $ | 1,501 | | | | $ | 150,803 | | | | $ | 2,072 | |
| Held to maturity: | |
| Held to maturity: | |
| Held to maturity: | |
| States and political subdivisions | |
| States and political subdivisions | |
| States and political subdivisions | |
| $ | |
The number of debt securities in an unrealized loss position increaseddecreased from 232359 at December 31, 20182022 to 280317 at December 31, 2019.2023. The unrealized losses shown above are due to increases in market rates over the yields available at the time of purchase of the underlying securities and not credit quality. BecauseThe unrealized losses on debt securities have not been recognized as income because the Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the investments before recovery of their amortized cost bases,basis, which may be maturity, the Company does not consider these investments to be other-than temporarily impaired at December 31, 2019.maturity.
The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay certain obligations with, or without, call or prepayment penalties. Mortgage-backed securities are shown separately since they are not due at a single maturity date.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Available for Sale | | | | Held to Maturity | | |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| December 31, 2019: | | | | | | | |
| One year or less | $ | 10,000 | | | $ | 9,999 | | | $ | 23,318 | | | $ | 23,375 | |
| After one through five years | 11,999 | | | 12,185 | | | 68,804 | | | 69,035 | |
| After five through ten years | — | | | — | | | 67,411 | | | 68,091 | |
| After ten years | — | | | — | | | 17,250 | | | 17,612 | |
| 21,999 | | | 22,184 | | | 176,783 | | | 178,113 | |
| Mortgage-backed investments | 178,698 | | | 178,889 | | | 1,071 | | | 1,112 | |
| $ | 200,697 | | | $ | 201,073 | | | $ | 177,854 | | | $ | 179,225 | |
| December 31, 2018: | | | | | | | |
| One year or less | $ | 63,918 | | | | $ | 63,497 | | | | $ | 69,065 | | | | $ | 68,929 | |
| After one through five years | 13,998 | | | | 13,993 | | | | 123,525 | | | | 122,793 | |
| After five through ten years | 7,979 | | | | 7,893 | | | | 75,656 | | | | 75,460 | |
| After ten years | — | | | | — | | | | 23,147 | | | | 22,834 | |
| 85,895 | | | | 85,383 | | | | 291,393 | | | | 290,016 | |
| Mortgage-backed investments | 4,027 | | | | 3,912 | | | | 1,208 | | | | 1,210 | |
| $ | 89,922 | | | | $ | 89,295 | | | | $ | 292,601 | | | | $ | 291,226 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Available for Sale | | Held to Maturity |
| (Dollars in thousands) | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| December 31, 2023: | | | |
| One year or less | $ | 251,930 | | | $ | 250,013 | | | $ | 13,776 | | | $ | 13,762 | |
| After one through five years | 429,703 | | | 413,242 | | | 35,076 | | | 34,995 | |
| After five through ten years | 118,946 | | | 103,842 | | | 5,093 | | | 5,063 | |
| After ten years | 98,926 | | | 88,924 | | | 1,225 | | | 1,225 | |
| $ | 899,505 | | | $ | 856,021 | | | $ | 55,170 | | | $ | 55,045 | |
| December 31, 2022: | | | | | | | |
| One year or less | $ | 88,353 | | | $ | 85,744 | | | $ | 6,961 | | | $ | 6,939 | |
| After one through five years | 326,881 | | | 301,015 | | | 47,221 | | | 47,070 | |
| After five through ten years | 147,225 | | | 129,929 | | | 6,452 | | | 6,419 | |
| After ten years | 118,817 | | | 107,232 | | | 1,640 | | | 1,640 | |
| $ | 681,276 | | | $ | 623,920 | | | $ | 62,274 | | | $ | 62,068 | |
The following is a summary of the amortized cost and fair value for investment securities which were pledged to secure public deposits and for other purposes required or permitted by law.
| | | | | | | | | | | | | | | | | | | | | | | |
| Available for Sale | | | | Held to Maturity | | |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| | | | | | | |
| December 31, 2019 | $ | 124,854 | | | $ | 125,103 | | | $ | 123,978 | | | $ | 125,241 | |
| | | | | | | |
| December 31, 2018 | $ | 56,927 | | | $ | 56,441 | | | $ | 186,476 | | | $ | 185,393 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Available for Sale | | Held to Maturity |
| Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
| (Dollars in thousands) | | | |
| December 31, 2023 | $ | 128,675 | | | $ | 122,105 | | | $ | — | | | $ | — | |
| | | | | | | |
| December 31, 2022 | $ | 492,206 | | | $ | 451,638 | | | $ | 35,734 | | | $ | 35,562 | |
The Company monitors the credit quality of held-to-maturity debt securities on a quarterly basis through the use of credit ratings. The following table summarizes the amortized cost basis of held-to-maturity debt securities at December 31, 2023 by credit rating:
| | | | | | | | |
| (Dollars in thousands) | | December 31, 2023 |
| State and political subdivisions held-to-maturity: | | |
| S&P: AA+, AA, AA- / Moody's: Aa1, Aa2, Aa3 | | $ | 4,778 | |
| S&P: A+, A, A- / Moody's: A1, A2, A3 | | 928 | |
| S&P: BBB+, BBB, BBB- / Moody's: Baa, Ba, B | | 497 | |
| Not rated | | 48,967 | |
| | $ | 55,170 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
Note 3:4: Loans
The following is a summary of the Company’s loan portfolio by loan class.
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Secured by real estate: | | | |
| Residential properties | $ | 1,551,777 | | | $ | 1,403,974 | |
| Construction and land development | 731,449 | | | 772,357 | |
| Farmland | 309,840 | | | 283,832 | |
| Other commercial | 2,666,956 | | | 2,467,216 | |
| Total real estate | 5,260,022 | | | 4,927,379 | |
| Commercial and industrial loans | 631,528 | | | 706,466 | |
| Agricultural production and other loans to farmers | 91,976 | | | 80,770 | |
| Consumer and other loans | 98,485 | | | 109,534 | |
| Total loans before allowance for credit losses | $ | 6,082,011 | | | $ | 5,824,149 | |
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| Secured by real estate: | | | |
| Residential properties | $ | 555,413 | | | $ | 568,806 | |
| Construction and land development | 230,931 | | | 221,990 | |
| Farmland | 162,991 | | | 156,539 | |
| Other commercial | 664,145 | | | 664,219 | |
| Total real estate | 1,613,480 | | | 1,611,554 | |
| Commercial and industrial loans | 333,834 | | | 321,166 | |
| Agricultural production and other loans to farmers | 70,145 | | | 76,151 | |
| Consumer and other loans | 61,538 | | | 65,850 | |
| | | |
| Total loans before allowance for loan losses | $ | 2,078,997 | | | $ | 2,074,721 | |
Loans are stated at the amount of unpaid principal net of discounts and premiums on acquired loans, before allowance for loancredit losses. Interest on loans is calculated using the simple interest method on daily balances of the principal amount outstanding.
Loan Origination/Risk Management/Credit Concentration - The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. The Company’s Boardboard of Directorsdirectors reviews and approves these policies and procedures on a regular basis. Although the Company has a diversified loan portfolio, the Company has concentrations of credit risks related to the real estate market, including residential, commercial, and construction and land development lending. Most of the Company’s lending activity occurs within the State of Mississippi.Mississippi, Alabama, Louisiana, and Florida.
The risk characteristics of the Company’s material portfolio segments are as follows:
Residential Real Estate Loans - The residential real estate loan portfolio consists of residential loans for single and multifamily properties. Residential loans are generally secured by owner occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can be impacted by economic conditions within their market area. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.
Commercial Real Estate Loans - Commercial real estate loans include construction and land development loans, loans secured by farmland and other commercial real estate loans.
Construction and land development loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing.
Farm
Farmland loans are generally made for the purpose of acquiring land devoted to crop production or livestock, the propagation of timber or the operation of a similar type business on the secured property. Sources of repayment for
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 3: (Continued)
these loans generally include income generated from operations of a business on the property, rental income, or sales of timber. Repayment may be impacted by changes in economic conditions which affect underlying collateral values.
Commercial real estate loans typically involve larger principal amounts and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria.
Commercial and Industrial Loans - The commercial and industrial loan portfolio consists of loans to commercial customers for use in normal business operations to finance working capital needs, equipment purchase or other expansion projects. Commercial
loan underwriting standards are designed to promote relationship banking rather than transactional banking and are underwritten based on the borrower’s expected ability to profitably operate its business. The cash flows of borrowers, however, may not be as expected and collateral securing these loans may fluctuate in value. Most commercial loans are secured by assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee. In the case of loans secured by accounts receivable, the availability of funds for repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Agricultural production and other loans to farmers - The agricultural production and other loans to farmers portfolio consists of loans for the purpose of financing agricultural production, the growing and storing of crops, the marketing, and the carrying of agricultural products. This portfolio also includes loans for the purposes of breeding, raising, fattening, or marketing livestock, fish production, and forest and timber production as well as any other loans to made to farmers not secured by real estate. Sources of repayment for these loans generally include income generated from the operations of the business.
Consumer and other - The consumer and other loan portfolio consists of various term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment for these types of loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Company’s market area) and the creditworthiness of a borrower.
Loans that are 30 days or more past due based on payments received and applied to the loan are considered delinquent. Accrual of interest is discontinued on a loan when management believes, after considering economic and business conditions and collection efforts, that a borrower's financial condition is such that collection of interest, but not necessarily principal, is doubtful. A loan is typically placed on non-accrual when the contractual payment of principal or interest becomes 90 days past due unless the loan is well-secured and in the process of collection. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When a loan is placed on non-accrual status, any interest that is accrued, but not collected, is reversed against interest income.
Payments subsequently received on non-accrual loans are applied to principal. Interest income is recognized to the extent that cash payments are received in excess of principal due. A loan may return to accrual status when principal and interest payments are no longer past due and collectability is reasonably assured.
The following table presents the recorded investment in non-accrualamortized cost basis of nonaccrual loans,segregated by class.class as of December 31, 2023.
| | December 31, 2019 | | December 31, 2018 |
| (In thousands) | | (In thousands) | Total Nonaccrual | | Nonaccrual with no Allowance for Credit Loss | | Past Due 90 days or more and Accruing |
| Secured by real estate: | Secured by real estate: | | | |
| Residential properties | |
| Residential properties | |
| Residential properties | Residential properties | $ | 2,419 | | | $ | 1,606 | |
| Construction and land development | Construction and land development | 390 | | | 50 | |
| Farmland | Farmland | — | | | 390 | |
| Other commercial | Other commercial | 9,034 | | | 9,238 | |
| Total real estate | Total real estate | 11,843 | | | 11,284 | |
| Commercial and industrial loans | Commercial and industrial loans | 67 | | | 320 | |
| Agricultural production and other loans to farmers | Agricultural production and other loans to farmers | 62 | | | | 85 | |
| Consumer and other loans | Consumer and other loans | 187 | | | — | |
| | Total non-accrual loans | Total non-accrual loans | $ | 12,159 | | | $ | 11,689 | |
A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. During the year ended December 31, 2023, there were no significant changes to the collateral which secures the collateral-dependent loans, whether due to general deterioration or other reason. The following table presents the amortized cost basis of collateral-dependent loans by class and collateral type as of December 31, 2023.
BancPlus Corporation and Subsidiaries
(In Thousands, Except Share Data) | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Real Estate | | Enterprise Value | | Accounts Receivable & Inventory | | Stock |
| Secured by real estate: | | | | | | | |
| Residential properties | $ | 1,276 | | | $ | — | | | $ | — | | | $ | — | |
| Construction and land development | — | | | — | | | — | | | — | |
| Farmland | — | | | — | | | — | | | — | |
| Other commercial | 3,226 | | | — | | | — | | | — | |
| Total real estate | 4,502 | | | — | | | — | | | — | |
| Commercial and industrial loans | — | | | 1,349 | | | 8,706 | | | 1,375 | |
| Agricultural production and other loans to farmers | — | | | — | | | — | | | — | |
| Consumer loans | — | | | — | | | — | | | — | |
| Total | $ | 4,502 | | | $ | 1,349 | | | $ | 8,706 | | | $ | 1,375 | |
Note 3: (Continued)
An age analysis of past due loans (including both accruing and non-accruing loans) segregated by class of loans is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Past Due 30-89 Days | | Past Due 90 Days or more | | Total Past Due | | Current | | Total Loans |
| | | |
| | | |
| December 31, 2023 | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 9,867 | | | $ | 2,144 | | | $ | 12,011 | | | $ | 1,539,766 | | | $ | 1,551,777 | |
| Construction and land development | 1,609 | | | — | | | 1,609 | | | 729,840 | | | 731,449 | |
| Farmland | 88 | | | 380 | | | 468 | | | 309,372 | | | 309,840 | |
| Other commercial | 4,159 | | | 1,320 | | | 5,479 | | | 2,661,477 | | | 2,666,956 | |
| Total real estate | 15,723 | | | 3,844 | | | 19,567 | | | 5,240,455 | | | 5,260,022 | |
| Commercial and industrial loans | 2,868 | | | 441 | | | 3,309 | | | 628,219 | | | 631,528 | |
| Agricultural production and other loans to farmers | 192 | | | — | | | 192 | | | 91,784 | | | 91,976 | |
| Consumer loans | 708 | | | 39 | | | 747 | | | 97,738 | | | 98,485 | |
| Total | $ | 19,491 | | | $ | 4,324 | | | $ | 23,815 | | | $ | 6,058,196 | | | $ | 6,082,011 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Past Due 30-89 Days | | Past Due 90 Days or more | | Total Past Due | | Current | | Total Loans | | Past Due 90 days or more and Accruing |
| | | | | | | | | | | |
| | | | | | | | | | | |
| December 31, 2019 | | | | | | | | | | | |
| Secured by real estate: | | | | | | | | | | | |
| Residential properties | $ | 6,262 | | | $ | 2,610 | | | $ | 8,872 | | | $ | 546,541 | | | $ | 555,413 | | | $ | 1,745 | |
| Construction and land development | 688 | | | — | | | 688 | | | 230,243 | | | 230,931 | | | — | |
| Farmland | 253 | | | 149 | | | 402 | | | 162,589 | | | 162,991 | | | 149 | |
| Other commercial | 1,227 | | | 724 | | | 1,951 | | | 662,194 | | | 664,145 | | | 418 | |
| Total real estate | 8,430 | | | 3,483 | | | 11,913 | | | 1,601,567 | | | 1,613,480 | | | 2,312 | |
| Commercial and industrial loans | 375 | | | 255 | | | 630 | | | 333,204 | | | 333,834 | | | 235 | |
| Agricultural production and other loans to farmers | 400 | | | 20 | | | 420 | | | 69,725 | | | 70,145 | | | 20 | |
| Consumer loans | 795 | | | 51 | | | 846 | | | 60,692 | | | 61,538 | | | 51 | |
| | | | | | | | | | | |
| Total | $ | 10,000 | | | $ | 3,809 | | | $ | 13,809 | | | $ | 2,065,188 | | | $ | 2,078,997 | | | $ | 2,618 | |
| | Past Due 30-89 Days | | | Past Due 30-89 Days | | Past Due 90 Days or more | | Total Past Due | | Current | | Total Loans | | Past Due 90 days or more and Accruing |
| | Past Due 30-89 Days | | Past Due 90 Days or more | | Total Past Due | | Current | | Total Loans | | Past Due 90 days or more and Accruing |
| | | December 31, 2018 | | | | | | | | | | | |
| (Dollars in thousands) | |
| (Dollars in thousands) | |
| (Dollars in thousands) | |
| December 31, 2022 | |
| December 31, 2022 | |
| December 31, 2022 | |
| Secured by real estate: | Secured by real estate: | |
| Secured by real estate: | |
| Secured by real estate: | |
| Residential properties | |
| Residential properties | |
| Residential properties | Residential properties | $ | 6,321 | | | $ | 3,876 | | | $ | 10,197 | | | $ | 558,609 | | | $ | 568,806 | | | $ | 2,866 | |
| Construction and land development | Construction and land development | 705 | | | 70 | | | 775 | | | 221,215 | | | 221,990 | | | 21 | |
| Farmland | Farmland | 324 | | | 613 | | | 937 | | | 155,602 | | | 156,539 | | | 223 | |
| Other commercial | Other commercial | 2,356 | | | 465 | | | 2,821 | | | 661,398 | | | 664,219 | | | 433 | |
| Total real estate | Total real estate | 9,706 | | | 5,024 | | | 14,730 | | | 1,596,824 | | | 1,611,554 | | | 3,543 | |
| Commercial and industrial loans | Commercial and industrial loans | 1,556 | | | 163 | | | 1,719 | | | 319,447 | | | 321,166 | | | 128 | |
| Agricultural production and other loans to farmers | Agricultural production and other loans to farmers | 476 | | | 122 | | | 598 | | | 75,553 | | | 76,151 | | | 37 | |
| Consumer loans | Consumer loans | 1,066 | | | 109 | | | 1,175 | | | 64,675 | | | 65,850 | | | 109 | |
| | Total | Total | $ | 12,804 | | | $ | 5,418 | | | $ | 18,222 | | | $ | 2,056,499 | | | $ | 2,074,721 | | | $ | 3,817 | |
Impaired Loans - ImpairedModifications to Borrowers Experiencing Financial Difficulty –From time to time, the Company may modify certain loans include nonperforming loans, loans modifiedto borrowers who are experiencing financial difficulty. In some cases, these modifications result in troubled debt restructurings where concessions have been grantednew loans. Loan modifications to borrowers experiencing financial difficulties, and certaindifficulty may be in the form of principal forgiveness, interest rate reduction, term extension, other-than-insignificant payment delay or a combination thereof, among other loans identified by management. Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan loss. Impaired loans or portions thereof, are charged-off when deemed uncollectible.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 3: (Continued)
Impaired loans, segregated by class were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2019 | | | | | | | | |
| Principal Balance | | Recorded Balance (1) | | Related Allowance | | Average Investment | | Interest Recognized |
| Impaired loans with no related allowance: | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 4,789 | | | $ | 3,789 | | | $ | — | | | $ | 3,879 | | | $ | 85 | |
| Construction and land development | 3,919 | | | 2,009 | | | — | | | 2,135 | | | 175 | |
| Farmland | 10,993 | | | 10,937 | | | — | | | 2,831 | | | 12 | |
| Other commercial | 3,893 | | | 2,400 | | | — | | | 3,799 | | | 96 | |
| Total real estate | 23,594 | | | 19,135 | | | — | | | 12,644 | | | 368 | |
| Commercial and industrial | 384 | | | 67 | | | — | | | 190 | | | — | |
| Agricultural production and other loans to farmers | 75 | | | 62 | | | — | | | 74 | | | — | |
| Consumer and other loans | 211 | | | 187 | | | — | | | 93 | | | — | |
| | | | | | | | | |
| Total | 24,264 | | | 19,451 | | | — | | | 13,001 | | | 368 | |
| | | | | | | | | |
| Impaired loans with related allowance: | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | 1,127 | | | 1,127 | | | 11 | | | 1,134 | | | 66 | |
| Construction and land development | — | | | — | | | — | | | — | | | — | |
| Farmland | — | | | — | | | — | | | — | | | — | |
| Other commercial | 10,114 | | | 10,076 | | | 3,325 | | | 8,383 | | | 12 | |
| Total real estate | 11,241 | | | 11,203 | | | 3,336 | | | 9,517 | | | 78 | |
| Commercial and industrial | 427 | | | 427 | | | 34 | | | 434 | | | 30 | |
| Agricultural production and other loans to farmers | — | | | — | | | — | | | — | | | — | |
| Consumer and other loans | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| Total | 11,668 | | | 11,630 | | | 3,370 | | | 9,951 | | | 108 | |
| | | | | | | | | |
| Total impaired loans | $ | 35,932 | | | $ | 31,081 | | | $ | 3,370 | | | $ | 22,952 | | | $ | 476 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 3: (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | | | | | | | |
| Principal Balance | | Recorded Balance (1) | | Related Allowance | | Average Investment | | Interest Recognized |
| Impaired loans with no related allowance: | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 3,588 | | | $ | 2,906 | | | $ | — | | | $ | 3,413 | | | $ | 133 | |
| Construction and land development | 5,295 | | | 2,432 | | | — | | | 4,700 | | | 234 | |
| Farmland | 446 | | | 390 | | | — | | | 533 | | | — | |
| Other commercial | 5,714 | | | 4,486 | | | — | | | 5,808 | | | 289 | |
| Total real estate | 15,043 | | | 10,214 | | | — | | | 14,454 | | | 656 | |
| Commercial and industrial | 552 | | | 320 | | | — | | | 429 | | | — | |
| Agricultural production and other loans to farmers | 85 | | | 85 | | | — | | | 17 | | | — | |
| Consumer loans | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| Total | 15,680 | | | 10,619 | | | — | | | 14,900 | | | 656 | |
| | | | | | | | | |
| Impaired loans with related allowance: | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | 1,145 | | | 1,145 | | | 13 | | | 1,090 | | | 67 | |
| Construction and land development | — | | | — | | | — | | | 4,138 | | | — | |
| Farmland | — | | | — | | | — | | | — | | | — | |
| Other commercial | 8,492 | | | 8,492 | | | 5,614 | | | 2,123 | | | — | |
| Total real estate | 9,637 | | | 9,637 | | | 5,627 | | | 7,351 | | | 67 | |
| Commercial and industrial | 445 | | | 445 | | | 30 | | | 658 | | | 28 | |
| Agricultural production and other loans to farmers | — | | | — | | | — | | | — | | | — | |
| Consumer loans | — | | | — | | | — | | | — | | | — | |
| | | | | | | | | |
| Total | 10,082 | | | 10,082 | | | 5,657 | | | 8,009 | | | 95 | |
| | | | | | | | | |
| Total impaired loans | $ | 25,762 | | | $ | 20,701 | | | $ | 5,657 | | | $ | 22,909 | | | $ | 751 | |
(1)Recorded balance represents the book value – the contractual principal obligation due from the customer less charge-offs and payments applied.things.
The following table illustratespresents the impactamortized cost basis of modifications classified as TDRs forloans at December 31, 2023 that were both to borrowers experiencing financial difficulty and modified during the periods presented:year ended December 31, 2023, by class and type of modification.
| | | | | | | | | | | |
| Year Ended December 31, 2023 |
| Term Extension |
| Amortized Cost | | % of Total Loans |
| (In thousands) | | | |
| Other commercial | $ | 1,699 | | | 0.03 | % |
| Commercial and industrial | 8,706 | | | 0.14 | % |
| Total | $ | 10,405 | | | 0.17 | % |
The following table describes the financial effects of the modification made to two borrowers experiencing financial difficulty during the year ended December 31, 2023.
| | | | | |
| Year Ended December 31, 2023 |
| Other commercial | Added a weighted average 14 months to the life of the modified loan |
| Commercial and industrial | Added a weighted average 28 months to the life of the modified loan |
The following table presents the performance of loans that have been modified during the year ended December 31, 2023.
BancPlus Corporation and Subsidiaries
(In Thousands, Except Share Data) | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2023 |
| (In thousands) | Current | | 30-89 Days Past Due | | 90 Days or More Past Due |
| Secured by real estate: | | | | | |
| Residential properties | $ | — | | | $ | — | | | $ | — | |
| Construction and land development | — | | | — | | | — | |
| Farmland | — | | | — | | | — | |
| Other commercial | 1,699 | | | — | | | — | |
| Total real estate | 1,699 | | | — | | | — | |
| Commercial and industrial loans | 8,706 | | | — | | | — | |
| Agricultural production and other loans to farmers | — | | | — | | | — | |
| Consumer and other loans | — | | | — | | | — | |
| Total loans before allowance for credit losses | $ | 10,405 | | | $ | — | | | $ | — | |
Note 3: (Continued)
5: Allowance for Credit Losses | | | | | | | | | | | | | | | | | |
| Number of Loans | | Balance Prior to TDR | | Balance at Year End |
| December 31, 2019 | | | | | |
| Secured by real estate: | | | | | |
| Other commercial | 2 | | | | $ | 7,493 | | | | $ | 7,454 | |
| Total real estate | 2 | | | | 7,493 | | | | 7,454 | |
| Consumer and other loans | 1 | | | | $ | 188 | | | | $ | 187 | |
| | | | | | | | | | |
| Total | 3 | | | | $ | 7,681 | | | | $ | 7,641 | |
| | | | | | | | | | |
| December 31, 2018 | | | | | | | | | | |
| Secured by real estate: | | | | | | | | | | |
| Other commercial | 1 | | | | $ | 308 | | | | $ | 125 | |
| | | | | | | | | | |
| Total | 1 | | | | $ | 308 | | | | $ | 125 | |
AlthoughOn January 1, 2023, the Company adopted ASU 2016-13, which replaces the incurred loss methodology with an expected loss methodology that is referred to as CECL. See Note 1, Basis of Presentation. As a result of implementing CECL, there were additional modifications of terms on some loans,was a one-time adjustment to the prevailing modifications during the reported periods were related to converting the loans to interest only2023 opening balance for a period of time, reductions in the interest rates, and/or extensions of payment dates or maturity dates. Because the majority of these loans were classified as impaired loans before restructuring, the modifications did not materially impact the Company’s determination of the allowance for loan losses. The Company did not forgive any principalcredit losses on the above loans. The allowance for loan losses attributable to restructured loans was $3,260 and $43 at December 31, 2019 and 2018, respectively.of approximately $20.7 million.
The Company defines a payment default as a payment received more than 90 days after its due date.
Note 4: Allowance for Loan Losses
As management evaluates the allowance for loancredit losses, it is categorized as follows: (1) specific allocations; (2) allocations for classified assets with no specific allowance, based on historical loan experience for similar loans with similar characteristics, adjusted as necessary, to reflect the impact of current conditions;specific allocations and (3) general allocations for each major loan category for loans not individually evaluated or deemed impairedcollateral-dependent or classified, segmented by loan class based on historical loss experience and other risk factors. In assessing general economic conditions, management monitors several factors, including regional and national economic conditions, real estate market conditions and recently enacted regulations with potential economic effects.
Credit Quality Indicators – The Company utilizes a risk grading matrix to assign a grade to each of its commercial and real estate loans. Loans are rated on a scale of 1 to 10. A description of the general characteristics of the 10 risk ratings is as follows:
•Risk Grades 1, 2, 3, 4 and 5 – These grades include loans to borrowers of solid credit quality with no higher than normal risk of loss. Borrowers in these categories have satisfactory financial strength and adequate cash flow coverage to service debt requirements. Collateral type and quality, as well as protection, are adequate. The borrower’s management is strong and capable, financial information is timely and accurate, and guarantor support is strong.
•Risk Grade 6 – Pass and Watch – Loans in this category are currently protected, but risks are emerging that warrant more than normal attention and have above average risk of loss. These factors require a higher level of monitoring and may include emerging balance sheet weaknesses, strained liquidity, increased leverage ratio, and weakening management. Collateral support is less marketable or limited use and, although the
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 4: (Continued)
protection is sufficient, the loan-to-value ratio may not meet policy guidelines. Guarantors may have a limited ability and willingness to provide intermediate support. Also, considerations surrounding industry deterioration, increased competition and minor policy exceptions concerning structure or amortization may affect the rating of these loans.
•Risk Grade 7 – Special Mention – The Company’s special mention rating is intended to closely align with the regulatory definition. A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these weaknesses may result in deterioration of repayment prospects. These weaknesses may include deteriorating balance sheets, strained liquidity and elevated leverage ratios. Cash flow and profitability are marginally sufficient to service debt and collateral is exhibiting signs of decline in value; however, protection is currently sufficient. Limited management experience or weaknesses have emerged requiring more than normal supervision and uncertainties regarding the quality of the financials are not explained. Guarantor has very limited ability and willingness to provide short- term support. Moderate policy exceptions concerning structure or amortization may be considered in order to provide relief to the borrower. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
•Risk Grade 8 – Substandard – A loan in this category is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged. Assets so classified have a well-defined weakness that jeopardizes the liquidation of the debt. Factors affecting these loans may include balance sheet deterioration that has resulted in illiquid, highly leveraged or deficit net worth, cash flow that is not able to service debts as structured, collateral protection may be inadequate, guarantor support may be virtually non-existent, and management is poor. Loans may require a major policy exception concerning structure or amortization. They are characterized by the distinct possibility that the Company will incur some loss if the deficiencies are not corrected.
•Risk Grade 9 – Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable.
•Risk Grade 10 – Loss – Loans are considered uncollectible and of such little value that continuing to carry them as an active asset is not warranted. It does not mean that there will be no recovery, but, rather, it is not practical or desirable to defer writing off these assets even though a partial recovery may be possible in the future.
Pass loans for the Company include loans in Risk Grades 1 - 6. Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered impaired,individually evaluated or collateral-dependent, due to one of the following reasons: (i) the loan falls below the established minimum dollar thresholds for loan impairment testingindividual evaluation or (ii) the loan was tested for impairment,individually evaluated, but not deemed to be impaired.collateral-dependent.
The following table reflects loans by credit quality indicator and origination year at December 31, 2023. Loans acquired are shown in the table by origination year. The Company had an immaterial amount of revolving loans converted to term loans at December 31, 2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Loans Amortized Cost Basis by Origination Year | | | | |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
| Residential real estate: | | | | | | | | | | | | | | | |
| Pass | $ | 273,190 | | | $ | 417,855 | | | $ | 305,097 | | | $ | 125,236 | | | $ | 51,299 | | | $ | 74,212 | | | $ | 284,488 | | | $ | 1,531,377 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 1,203 | | | 3,473 | | | 4,661 | | | 2,838 | | | 2,509 | | | 4,785 | | | 931 | | | 20,400 | |
| Total residential real estate | $ | 274,393 | | | $ | 421,328 | | | $ | 309,758 | | | $ | 128,074 | | | $ | 53,808 | | | $ | 78,997 | | | $ | 285,419 | | | $ | 1,551,777 | |
| Current period gross write offs | $ | — | | | $ | 32 | | | $ | 11 | | | $ | 36 | | | $ | 3 | | | $ | 173 | | | $ | — | | | $ | 255 | |
| | | | | | | | | | | | | | | |
| Construction & land development: | | | | | | | | | | | | | | | |
| Pass | $ | 58,243 | | | $ | 57,699 | | | $ | 17,349 | | | $ | 3,802 | | | $ | 6,354 | | | $ | 6,323 | | | $ | 578,723 | | | $ | 728,493 | |
| Special mention | — | | | 246 | | | — | | | — | | | — | | | — | | | — | | | 246 | |
| Classified | — | | | 416 | | | 71 | | | 960 | | | 1,255 | | | 8 | | | — | | | 2,710 | |
| Total construction & land development | $ | 58,243 | | | $ | 58,361 | | | $ | 17,420 | | | $ | 4,762 | | | $ | 7,609 | | | $ | 6,331 | | | $ | 578,723 | | | $ | 731,449 | |
| Current period gross write offs | $ | — | | | $ | 68 | | | $ | — | | | $ | — | | | $ | — | | | $ | 60 | | | $ | — | | | $ | 128 | |
| | | | | | | | | | | | | | | |
| Farmland: | | | | | | | | | | | | | | | |
| Pass | $ | 41,629 | | | $ | 74,359 | | | $ | 32,270 | | | $ | 27,928 | | | $ | 13,295 | | | $ | 19,374 | | | $ | 98,061 | | | $ | 306,916 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 425 | | | 150 | | | 529 | | | 116 | | | 65 | | | 1,300 | | | 339 | | | 2,924 | |
| Total farmland | $ | 42,054 | | | $ | 74,509 | | | $ | 32,799 | | | $ | 28,044 | | | $ | 13,360 | | | $ | 20,674 | | | $ | 98,400 | | | $ | 309,840 | |
| Current period gross write offs | $ | — | | | $ | — | | | $ | — | | $ | — | | $ | — | | | $ | — | | | $ | 114 | | | $ | — | | 114 | | $ | 114 | |
| | | | | | | | | | | | | | | |
BancPlus Corporation and Subsidiaries
(In Thousands, Except Share Data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Loans Amortized Cost Basis by Origination Year | | | | |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 | | 2020 | | 2019 | | Prior | | Revolving Loans Amortized Cost Basis | | Total |
| Other commercial real estate: | | | | | | | | | | | | | | | |
| Pass | $ | 200,328 | | | $ | 505,748 | | | $ | 393,612 | | | $ | 245,990 | | | $ | 115,642 | | | $ | 189,852 | | | $ | 1,003,206 | | | $ | 2,654,378 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 127 | | | 74 | | | 5,823 | | | 456 | | | 1,234 | | | 3,365 | | | 1,499 | | | 12,578 | |
| Total other commercial real estate | $ | 200,455 | | | $ | 505,822 | | | $ | 399,435 | | | $ | 246,446 | | | $ | 116,876 | | | $ | 193,217 | | | $ | 1,004,705 | | | $ | 2,666,956 | |
| Current period gross write offs | $ | 8 | | | $ | — | | | $ | 193 | | | $ | — | | | $ | — | | | $ | 198 | | | $ | — | | | $ | 399 | |
| | | | | | | | | | | | | | | |
| Commercial & industrial loans: | | | | | | | | | | | | | | | |
| Pass | $ | 109,708 | | | $ | 140,536 | | | $ | 41,974 | | | $ | 36,486 | | | $ | 25,063 | | | $ | 8,052 | | | $ | 256,077 | | | $ | 617,896 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 8,954 | | | 666 | | | 1,169 | | | 458 | | | 124 | | | 1,722 | | | 539 | | | 13,632 | |
| Total commercial & industrial loans | $ | 118,662 | | | $ | 141,202 | | | $ | 43,143 | | | $ | 36,944 | | | $ | 25,187 | | | $ | 9,774 | | | $ | 256,616 | | | $ | 631,528 | |
| Current period gross write offs | $ | 67 | | | $ | 434 | | | $ | 63 | | | $ | 13 | | | $ | 16 | | | $ | 9 | | | $ | 233 | | | $ | 835 | |
| | | | | | | | | | | | | | | |
| Agricultural production & other loans to farmers: | | | | | | | | | | | | | | | |
| Pass | $ | 16,315 | | | $ | 7,336 | | | $ | 4,342 | | | $ | 3,493 | | | $ | 1,137 | | | $ | 581 | | | $ | 58,689 | | | $ | 91,893 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 35 | | | — | | | — | | | 44 | | | 4 | | | — | | | — | | | 83 | |
| Total agricultural production & other loans to farmers | $ | 16,350 | | | $ | 7,336 | | | $ | 4,342 | | | $ | 3,537 | | | $ | 1,141 | | | $ | 581 | | | $ | 58,689 | | | $ | 91,976 | |
| Current period gross write offs | $ | 34 | | | $ | 12 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 7 | | | $ | 53 | |
| | | | | | | | | | | | | | | |
| Consumer & other loans: | | | | | | | | | | | | | | | |
| Pass | $ | 41,346 | | | $ | 15,080 | | | $ | 4,770 | | | $ | 4,213 | | | $ | 596 | | | $ | 128 | | | $ | 32,199 | | | $ | 98,332 | |
| Special mention | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Classified | 14 | | | 69 | | | 24 | | | 1 | | | — | | | — | | | 45 | | | 153 | |
| Total consumer & other loans | $ | 41,360 | | | $ | 15,149 | | | $ | 4,794 | | | $ | 4,214 | | | $ | 596 | | | $ | 128 | | | $ | 32,244 | | | $ | 98,485 | |
| Current period gross write offs | $ | 2,720 | | | $ | 175 | | | $ | 98 | | | $ | 38 | | | $ | 12 | | | $ | 30 | | | $ | 97 | | | $ | 3,170 | |
Note 4: (Continued)
The following table summarizes the credit quality of the Company’s loan portfolio by loan class for the period indicated:at December 31, 2022:
| | Risk Grades 1-6 | | Risk Grade 7 | | Risk Grade 8 | | Risk Grade 9 | | Total |
| December 31, 2019 | | | | | | | | | |
| (Dollars in thousands) | | (Dollars in thousands) | Risk Grades 1-6 | | Risk Grade 7 | | Risk Grade 8 | | Risk Grade 9 | | Total |
| December 31, 2022 | |
| Secured by real estate: | Secured by real estate: | | | | | | | | | |
| Secured by real estate: | |
| Secured by real estate: | |
| Residential properties | |
| Residential properties | |
| Residential properties | Residential properties | $ | 540,933 | | | $ | 177 | | | $ | 14,303 | | | $ | — | | | $ | 555,413 | |
| Construction and land development | Construction and land development | 229,933 | | | 388 | | | 610 | | | — | | | 230,931 | |
| Farmland | Farmland | 151,354 | | | — | | | 11,637 | | | — | | | 162,991 | |
| Other commercial | Other commercial | 645,891 | | | — | | | 18,254 | | | — | | | 664,145 | |
| Total real estate | Total real estate | 1,568,111 | | | 565 | | | 44,804 | | | — | | | 1,613,480 | |
| Commercial and industrial | Commercial and industrial | 331,693 | | | — | | | 2,060 | | | 81 | | | 333,834 | |
| Agricultural production and other loans to farmers | Agricultural production and other loans to farmers | 69,854 | | | — | | | 291 | | | — | | | 70,145 | |
| Consumer and other loans | Consumer and other loans | 61,220 | | | — | | | 318 | | | — | | | 61,538 | |
| Total | Total | $ | 2,030,878 | | | $ | 565 | | | $ | 47,473 | | | $ | 81 | | | $ | 2,078,997 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Risk Grades 1-6 | | Risk Grade 7 | | Risk Grade 8 | | Risk Grade 9 | | Total |
| December 31, 2018 | | | | | | | | | |
| Secured by real estate: | | | | | | | | | |
| Residential properties | $ | 553,889 | | | $ | — | | | $ | 14,917 | | | $ | — | | | $ | 568,806 | |
| Construction and land development | 220,486 | | | — | | | 1,504 | | | — | | | 221,990 | |
| Farmland | 155,613 | | | — | | | 926 | | | — | | | 156,539 | |
| Other commercial | 648,211 | | | — | | | 16,008 | | | — | | | 664,219 | |
| Total real estate | 1,578,199 | | | — | | | 33,355 | | | — | | | 1,611,554 | |
| Commercial and industrial | 318,879 | | | 61 | | | 2,209 | | | 17 | | | 321,166 | |
| Agricultural production and other loans to farmers | 75,451 | | | — | | | 700 | | | — | | | 76,151 | |
| Consumer and other loans | 65,641 | | | — | | | 209 | | | — | | | 65,850 | |
| Total | $ | 2,038,170 | | | $ | 61 | | | $ | 36,473 | | | $ | 17 | | | $ | 2,074,721 | |
Transactions in the allowance for loancredit losses and balances in the loan portfolio by loan segment are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Commercial and Industrial | | Commercial Real Estate | | Residential | | Consumer and other | | Total |
| December 31, 2023 | | | | | | | | | |
| Allowance for credit losses: | | | | | | | | | |
| Balance, beginning of year | $ | 4,750 | | | $ | 26,701 | | | $ | 9,958 | | | $ | 1,466 | | | $ | 42,875 | |
| Impact of adopting ASU 2016-13 | 2,166 | | | 12,770 | | | 6,464 | | | (656) | | | 20,744 | |
| Provision for credit losses | 201 | | | (1,488) | | | 4,098 | | | 1,645 | | | 4,456 | |
| Recoveries on loans | 274 | | | 425 | | | 222 | | | 1,830 | | | 2,751 | |
| Loans charged off | (835) | | | (641) | | | (255) | | | (3,223) | | | (4,954) | |
| | | | | | | | | |
| Balance, end of year | $ | 6,556 | | | $ | 37,767 | | | $ | 20,487 | | | $ | 1,062 | | | $ | 65,872 | |
| | | | | | | | | |
| Allowance Balances: | | | | | | | | | |
| Individually evaluated for impairment | $ | 607 | | | $ | 101 | | | $ | — | | | $ | — | | | $ | 708 | |
| Collectively evaluated for impairment | 5,949 | | | 37,666 | | | 20,487 | | | 1,062 | | | 65,164 | |
| | | | | | | | | |
| Ending balance | $ | 6,556 | | | $ | 37,767 | | | $ | 20,487 | | | $ | 1,062 | | | $ | 65,872 | |
The allowance for credit losses on LHFI increased for the year ended December 31, 2023 primarily as a result of the adoption of ASU 2016-13. Accrued interest receivable on loans, reported as a component of accrued interest receivable on the balance sheet, totaled approximately $25.4 million at December 31, 2023 and is excluded from the estimate of credit losses.
BancPlus Corporation and Subsidiaries
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Commercial and Industrial | | Commercial Real Estate | | Residential | | Consumer and other | | Total |
| December 31, 2022: | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | |
| Balance, beginning of year | $ | 6,556 | | | $ | 27,133 | | | $ | 9,488 | | | $ | 1,823 | | | $ | 45,000 | |
| Provision for loan losses | (136) | | | (845) | | | 765 | | | 1,581 | | | 1,365 | |
| Recoveries on loans | 160 | | | 1,093 | | | 531 | | | 2,592 | | | 4,376 | |
| Loans charged off | (1,830) | | | (680) | | | (826) | | | (4,530) | | | (7,866) | |
| | | | | | | | | |
| Balance, end of year | $ | 4,750 | | | $ | 26,701 | | | $ | 9,958 | | | $ | 1,466 | | | $ | 42,875 | |
| | | | | | | | | |
| Allowance Balances: | | | | | | | | | |
| Individually evaluated for impairment | $ | — | | | $ | 54 | | | $ | — | | | $ | — | | | $ | 54 | |
| Collectively evaluated for impairment | 4,750 | | | 26,647 | | | 9,958 | | | 1,466 | | | 42,821 | |
| | | | | | | | | |
| Ending balance | $ | 4,750 | | | $ | 26,701 | | | $ | 9,958 | | | $ | 1,466 | | | $ | 42,875 | |
| | | | | | | | | |
| Loan Balances: | | | | | | | | | |
| Individually evaluated for impairment | $ | 10,768 | | | $ | 3,714 | | | $ | 1,500 | | | $ | — | | | $ | 15,982 | |
| Collectively evaluated for impairment | 695,698 | | | 3,519,691 | | | 1,402,474 | | | 190,304 | | | 5,808,167 | |
| | | | | | | | | |
| Ending balance | $ | 706,466 | | | $ | 3,523,405 | | | $ | 1,403,974 | | | $ | 190,304 | | | $ | 5,824,149 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Commercial and Industrial | | Commercial Real Estate | | Residential | | Consumer and other | | Total |
| December 31, 2021: | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | |
| Balance, beginning of year | $ | 6,337 | | | $ | 20,163 | | | $ | 7,900 | | | $ | 1,600 | | | $ | 36,000 | |
| Provision for loan losses | 98 | | | 5,535 | | | 1,442 | | | 1,993 | | | 9,068 | |
| Recoveries on loans | 512 | | | 2,414 | | | 599 | | | 2,744 | | | 6,269 | |
| Loans charged off | (391) | | | (979) | | | (453) | | | (4,514) | | | (6,337) | |
| | | | | | | | | |
| Balance, end of year | $ | 6,556 | | | $ | 27,133 | | | $ | 9,488 | | | $ | 1,823 | | | $ | 45,000 | |
Allowance for Credit Losses on Unfunded Loan Commitments
The Company maintains a separate allowance for credit losses on unfunded loan commitments, which is included in Other liabilities in the Company’s Consolidated Financial StatementsBalance Sheets. The following table provides a roll-forward of the allowance for credit losses on unfunded loan commitments for the periods presented.
(In Thousands, Except Share Data)
| | | | | |
| Year Ended December 31, |
| (In thousands) | 2023 |
| Beginning balance | $ | — | |
| Impact of adopting CECL | 12,505 | |
| (Recovery of) provision for credit losses on unfunded loan commitments | (3,554) | |
| Ending Balance | $ | 8,951 | |
Note 4: (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | Commercial Real Estate | | Residential | | Consumer and other | | Unallocated | | Total |
| December 31, 2019 | | | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | | | |
| Balance, beginning of year | $ | 3,203 | | | $ | 12,920 | | | $ | 5,358 | | | $ | 1,134 | | | $ | 1,885 | | | $ | 24,500 | |
| Provision for loan losses | (386) | | | (1,758) | | | 1,064 | | | 2,293 | | | (627) | | | 586 | |
| Recoveries on loans | 428 | | | 633 | | | 529 | | | 3,236 | | | — | | | 4,826 | |
| Loans charged off | (472) | | | (1,029) | | | (1,383) | | | (5,528) | | | — | | | (8,412) | |
| | | | | | | | | | | |
| Balance, end of year | $ | 2,773 | | | $ | 10,766 | | | $ | 5,568 | | | $ | 1,135 | | | $ | 1,258 | | | $ | 21,500 | |
| | | | | | | | | | | |
| Allowance Balances: | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 34 | | | $ | 3,325 | | | $ | 11 | | | $ | — | | | $ | — | | | $ | 3,370 | |
| Collectively evaluated for impairment | 2,739 | | | 7,441 | | | 5,557 | | | 1,135 | | | 1,258 | | | 18,130 | |
| | | | | | | | | | | |
| Ending balance | $ | 2,773 | | | $ | 10,766 | | | $ | 5,568 | | | $ | 1,135 | | | $ | 1,258 | | | $ | 21,500 | |
| | | | | | | | | | | |
| Loan Balances: | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 494 | | | $ | 25,422 | | | $ | 4,916 | | | $ | 249 | | | $ | — | | | $ | 31,081 | |
| Collectively evaluated for impairment | 333,340 | | | 1,032,645 | | | 550,497 | | | 131,434 | | | — | | | 2,047,916 | |
| | | | | | | | | | | |
| Ending balance | $ | 333,834 | | | $ | 1,058,067 | | | $ | 555,413 | | | $ | 131,683 | | | $ | — | | | $ | 2,078,997 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 4: (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial and Industrial | | Commercial Real Estate | | Residential | | Consumer and other | | Unallocated | | Total |
| December 31, 2018: | | | | | | | | | | | |
| Allowance for loan losses: | | | | | | | | | | | |
| Balance, beginning of year | $ | 2,856 | | | $ | 7,700 | | | $ | 6,000 | | | $ | 782 | | | $ | 1,662 | | | $ | 19,000 | |
| Provision for loan losses | 1,577 | | | 9,866 | | | 411 | | | 3,150 | | | 223 | | | 15,227 | |
| Recoveries on loans | 264 | | | 511 | | | 268 | | | 2,818 | | | — | | | 3,861 | |
| Loans charged off | (1,494) | | | (5,157) | | | (1,321) | | | (5,616) | | | — | | | (13,588) | |
| | | | | | | | | | | |
| Balance, end of year | $ | 3,203 | | | $ | 12,920 | | | $ | 5,358 | | | $ | 1,134 | | | $ | 1,885 | | | $ | 24,500 | |
| | | | | | | | | | | |
| Allowance Balances: | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 30 | | | | $ | 5,614 | | | | $ | 13 | | | | $ | — | | | | $ | — | | | | $ | 5,657 | |
| Collectively evaluated for impairment | 3,173 | | | | 7,306 | | | | 5,345 | | | | 1,134 | | | | 1,885 | | | | 18,843 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Ending balance | $ | 3,203 | | | | $ | 12,920 | | | | $ | 5,358 | | | | $ | 1,134 | | | | $ | 1,885 | | | | $ | 24,500 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Loan Balances: | | | | | | | | | | | | | | | | | | | | | | |
| Individually evaluated for impairment | $ | 765 | | | | $ | 15,800 | | | | $ | 4,051 | | | | $ | 85 | | | | $ | — | | | | $ | 20,701 | |
| Collectively evaluated for impairment | 320,401 | | | | 1,026,948 | | | | 564,755 | | | | 141,916 | | | | — | | | | 2,054,020 | |
| | | | | | | | | | | | | | | | | | | | | | |
| Ending balance | $ | 321,166 | | | | $ | 1,042,748 | | | | $ | 568,806 | | | | $ | 142,001 | | | | $ | — | | | | $ | 2,074,721 | |
Note 5:6: Premises and Equipment
The following is a summary of premises and equipment.
| | December 31,
2019 | | December 31, 2018 |
| | (Dollars in thousands) | | (Dollars in thousands) | December 31,
2023 | | December 31, 2022 |
| Land | Land | $ | 20,208 | | | $ | 21,546 | |
| Bank premises | Bank premises | 54,895 | | | 56,154 | |
| Leasehold improvements | Leasehold improvements | 13,092 | | | 11,716 | |
| Data processing equipment | Data processing equipment | 33,915 | | | 32,371 | |
| Furniture and other equipment | Furniture and other equipment | 40,491 | | | 40,242 | |
| 162,601 | | | 162,029 | |
| 219,430 | |
| Less accumulated depreciation and amortization | Less accumulated depreciation and amortization | (87,529) | | | (86,043) | |
| | $ | 75,072 | | | $ | 75,986 | |
| $ | |
Depreciation and amortization expense for premises and equipment totaled $5,070$8.7 million in 20192023, $8.5 million in 2022, and $4,945$7.9 million in 2018.2021.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 6:7: Other Assets
The following is a summary of other assets.
| | December 31,
2019 | | December 31,
2018 |
| | (Dollars in thousands) | | (Dollars in thousands) | December 31,
2023 | | December 31,
2022 |
| Amortized intangible assets | Amortized intangible assets | $ | 366 | | | $ | 975 | |
| Other real estate owned | Other real estate owned | 4,851 | | | 11,916 | |
| Cash value of life insurance | 61,220 | | | 59,592 | |
| Assets held for sale | |
| Cash value of bank-owned life insurance | |
| Federal Home Loan Bank stock | Federal Home Loan Bank stock | 2,585 | | | 2,501 | |
| Deferred income tax | Deferred income tax | 409 | | | 5,789 | |
| Investment in MS ECD LIHTC Fund 1 | 1,054 | | | 1,197 | |
| Investment in Pharos Capital Partners III-A, L.P. | 3,226 | | | 2,271 | |
| Investment in statutory trusts | Investment in statutory trusts | 1,238 | | | 1,238 | |
| Other | Other | 10,236 | | | 11,729 | |
| $ | 85,185 | | | $ | 97,208 | |
| $ | |
As a condition to borrowing funds from the Federal Home Loan Bank of Dallas (“FHLB”),FHLB, the Bank is required to purchase stock in the FHLB. No ready market exists for the stock, and it has no quoted fair value. The investment in FHLB stock can only be redeemed by the FHLB at face value.
The Bank’s investment in MS ECD LIHTC Equity Fund I, LP (“ECD LIHTC”) a limited liability partnership, is recorded using the equity method of accounting. ECD LIHTC was formed in 2010 to provide investment capital for low income communities by providing qualified housing loans in economically distressed communities. As a “Limited Partner” in ECD LIHTC, the Bank was able to provide the funds for such loans and take advantage of low income housing tax credits. The maximum amount of funds that ECD LIHTC may lend for qualifying loans is limited to the amount of the investmentsin ECD LIHTC.
Pharos Capital Partners III-A, L.P. (“Pharos”), a limited liability partnership, is a private investment fund organized in 2011 and granted a Small Business Investment Company (“SBIC”) license in 2013. The Bank’s investment in Pharos is recorded using the equity method of accounting. Pharos invests in middle-market, high growth companies primarily in underserved markets. As a “Limited Partner” in Pharos, the Bank is able to invest funds and receive Community Reinvestment Act credit for SBIC investments.
On June 1, 2014, the Bank acquired 100% of the limited liability company interest in Mississippi Investment Management Company, LLC and changed its name to BankPlus Wealth Management, LLC. As a result of this transaction, the Bank recognized approximately $1,687 of purchased acquired customer relationship value and $90 of capitalized costs related to non-competition agreements with the sellers. The Company evaluates the intangibles for impairment periodically. There were $515 impairment charges recorded in 2019 and zero in 2018.
Intangible assets with a determinable useful life are amortized to other operating expense over their respective useful lives. Core deposit intangibles and acquired customer relationships are amortized over 15 years and non-competition intangibles are amortized over 3three years.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
The following is a summary of amortized intangible assets:
| | Gross
Intangible
Assets | | Accumulated
Amortization | | Net
Intangible
Assets |
| December 31, 2019 | | | | | |
| (Dollars in thousands) | | (Dollars in thousands) | Gross
Intangible
Assets | | Accumulated
Amortization | | Net
Intangible
Assets |
| December 31, 2023 | |
| Core deposit intangibles | |
| Core deposit intangibles | |
| Core deposit intangibles | Core deposit intangibles | $ | 855 | | | $ | 855 | | | $ | — | |
| Acquired customer relationships | Acquired customer relationships | 1,415 | | | 1,049 | | | 366 | |
| Non-compete agreements | 90 | | | 90 | | | — | |
| $ | 2,360 | | | $ | 1,994 | | | $ | 366 | |
| $ | |
| | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Gross
Intangible
Assets | | Accumulated
Amortization | | Net
Intangible
Assets |
| December 31, 2022 | | | | | |
| Core deposit intangibles | $ | 14,726 | | | $ | 3,482 | | | $ | 11,244 | |
| Acquired customer relationships | 1,415 | | | 1,191 | | | 224 | |
| $ | 16,231 | | | $ | 4,763 | | | $ | 11,468 | |
| | | | | | | | | | | | | | | | | |
| December 31, 2018 | | | | | |
| Core deposit intangibles | $ | 855 | | | $ | 855 | | | $ | — | |
| Acquired customer relationships | 1,415 | | | 440 | | | 975 | |
| Non-compete agreements | 90 | | | 90 | | | — | |
| $ | 2,360 | | | $ | 1,385 | | | $ | 975 | |
Amortization expense of intangible assets having determinable useful lives amounted to $93$1.6 million, $1.5 million, and $723,000 for the yearyears ended December 31, 2019. Amortization expense of intangible assets for the year ended December 31, 2018 was $93.2023, 2022, and 2021, respectively. The future amortization schedule for the Company’s intangible assets is a sas follows:
| | | | | |
| 2020 | $ | 39 | |
| 2021 | 39 | |
| 2022 | 39 | |
| 2023 | 39 | |
| 2024 | 39 | |
| After 2024 | 171 | |
| $ | 366 | |
| | | | | |
| (Dollars in thousands) | |
| 2024 | $ | 1,535 | |
| 2025 | 1,489 | |
| 2026 | 1,437 | |
| 2027 | 1,378 | |
| 2028 | 1,313 | |
| After 2028 | 2,743 | |
| $ | 9,895 | |
Note 7:8: Leases
The Company adopted FASB ASU No. 2016-02 — Leases (Topic 842) as of January 1, 2019, and recognized a $5,240 cumulative effect adjustment debit, net of tax, to retained earnings. The Company elected the package of practical expedients, which among other things, does not require reassessment of lease classification.
The Company determines at inception if a contract is or contains a lease. Operating lease assets are included in operating lease right-of-use assets, and operating lease liabilities are included in operating lease liabilities in the Company's consolidated balance sheets. The Company has made an accounting policy election not to recognize short-term lease assets and liabilities (less than a 12-month term) or immaterial equipment leases in its consolidated balance sheets. The Company recognizes the lease expense for these leases on a straight-line basis over the life of the lease. The Company has no finance leases.
Right-of-use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company’s leases do not include an implicit rate, so the Company uses an estimated incremental
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 7: (Continued)
borrowing rate which is derived from information available at the lease commencement date when determining the present value of lease payments.
The Company's lease agreements do not contain any residual value guarantees. Most of the Company's operating long-term leases are real estate leases. The Company leases real estate and equipment under non-cancelable operating leases that expire at various dates through 2068.2121. These leases generally contain renewal options for periods ranging from one to twenty-five years. Because the Company is not reasonably certain to exercise these renewal options, the optional periods are not included in determining the lease term, and associated payments under these renewal options are excluded from lease payments. The Company’s office space leases require it to make variable payments for the Company’s share of property taxes, insurance and common area costs. These variable costs are not included in the lease payments used to determine lease liability and are recognized as variable costs when incurred. Sublease income is recognized as other income when received.
| | | | | | | | |
Lease weighted averages: | | |
Weighted average remaining lease term (years) - operating leases | | 16.27 | |
Weighted average discount rate - operating leases | | 5.00 | % |
Table of Contents
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2023 | | 2022 |
| Lease weighted averages: | | | | |
| Weighted average remaining lease term (years) - operating leases | | 9.67 | | 10.42 |
| Weighted average discount rate - operating leases | | 4.95 | % | | 4.85 | % |
| | | | | | | | |
| | Year Ended |
| | December 31, 2019 |
Lease expense: | | |
Operating lease expense | | $ | 5,122 | |
Variable lease expense | | 419 | |
Short-term lease expense | | 65 | |
Sublease income | | (35) | |
Total lease expense | | $ | 5,571 | |
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Dollars in thousands) | | 2023 | | 2022 |
| Lease expense: | | | | |
| Operating lease expense | | $ | 5,970 | | | $ | 6,371 | |
| Variable lease expense | | 1,065 | | | 691 | |
| Short-term lease expense | | 144 | | | 163 | |
| Total lease expense | | $ | 7,179 | | | $ | 7,225 | |
Maturities of operating lease liabilities were as follows:
| | | | | | | | |
| (Dollars in thousands) | | | | | | | | December 31, 2023 |
| Year 1 | | $ | December 31, 20195,282 | |
Year 12 | | 5,526 | | $4,620 | |
Year 23 | | 5,189 | | 4,632 |
Year 34 | | 5,070 | | 4,551 |
Year 45 | | 5,049 | | 4,448 |
Year 5Thereafter | | 18,376 | | 4,328 |
Thereafter | | 45,070 | |
| Total lease payments | | 44,492 | | 67,649 |
| Less: Imputed interest | | (10,068) | | (24,071) |
| Total lease obligation | | $ | $34,424 | | 43,578 |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 7: (Continued)
Supplemental cash flow related to leases was:
| | | | | | | | |
| | Year Ended |
| | December 31, 2019 |
Cash paid for amounts included in the measurement of operating lease liabilities: | | |
Operating cash flow from operating leases | | $ | 4,950 | |
ROU assets obtained in exchange for lease obligations: | | | |
Operating leases | | $ | 43,070 | |
Reduction to ROU assets resulting from reductions to lease obligations: | | | |
Operating leases | | $ | 3,876 | |
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (Dollars in thousands) | | 2023 | | 2022 |
| Cash paid for amounts included in the measurement of operating lease liabilities: | | | | |
| Operating cash flow from operating leases | | $ | 5,559 | | | $ | 5,283 | |
| ROU assets obtained in exchange for lease obligations: | | | | |
| Operating leases | | $ | 874 | | | $ | 5,866 | |
| Reduction to ROU assets resulting from reductions to lease obligations: | | | | |
| Operating leases | | $ | 3,953 | | | $ | 3,547 | |
There were no lease sale transactions in 2023, 2022, or 2021.
Note 8:9: Other Real Estate Owned
Other real estate owned activity was as follows:
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| | | |
| Beginning balance | $ | 11,916 | | | $ | 35,724 | |
| Additions | 3,366 | | | 8,236 | |
| Proceeds from sales | (10,667) | | | (9,427) | |
| Write-downs | (75) | | | (20,526) | |
| Net gain (loss) on sales | 311 | | | (2,091) | |
| Balance at end of period | $ | 4,851 | | | $ | 11,916 | |
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Beginning balance | $ | 4,231 | | | $ | 5,815 | |
| Additions | 2,363 | | | 3,610 | |
| Proceeds from sales | (3,796) | | | (4,419) | |
| Write-downs | (422) | | | (563) | |
| Net gain (loss) on sales | (8) | | | (212) | |
| Balance at end of period | $ | 2,368 | | | $ | 4,231 | |
Note 9:10: Deposits
The following is a summary of the Company’s deposits.
| | December 31, 2019 | | December 31, 2018 |
| (Dollars in thousands) | | (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Noninterest-bearing | Noninterest-bearing | $ | 637,377 | | | $ | 626,189 | |
| Interest bearing: | Interest bearing: | |
| Money market, NOW and savings accounts | Money market, NOW and savings accounts | 1,569,970 | | | 1,431,402 | |
| Certificates of deposit of $250 or more | 110,291 | | | 118,391 | |
| Money market, NOW and savings accounts | |
| Money market, NOW and savings accounts | |
| Certificates of deposit of $250,000 or more | |
| Other certificates of deposit | Other certificates of deposit | 274,427 | | | 277,430 | |
| Total interest bearing | Total interest bearing | 1,954,688 | | | 1,827,223 | |
| Total deposits | Total deposits | $ | 2,592,065 | | | $ | 2,453,412 | |
Scheduled maturities of certificates of deposits are as follows:
| | | | | |
| (Dollars in thousands) | December 31, 2023 |
| 2024 | $ | 832,581 | |
| 2025 | 492,105 | |
| 2026 | 85,103 | |
| 2027 | 15,066 | |
| 2028 | 12,272 | |
| After 2028 | 676 | |
| $ | 1,437,803 | |
BancPlus Corporation and Subsidiaries
(In Thousands, Except Share Data)
Note 9: (Continued)
| | | | | |
| December 31, 2019 |
| 2020 | $ | 264,814 | |
| 2021 | 82,750 | |
| 2022 | 24,226 | |
| 2023 | 7,964 | |
| 2024 | 4,964 | |
| After 2024 | — | |
| $ | 384,718 | |
Note 10:11: Short-term Borrowings
The following is a summary of the Company’s short-term borrowings.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances Outstanding | | | | | | Weighted Average Rate | | |
| Maximum
Month End
| | Average
Daily
| | At
Period End | | During
Period | | At
Period End |
December 31, 2019: | | | | | | | | | |
Federal funds purchased | $ | — | | | $ | — | | | $ | — | | | — | % | | — | |
Securities sold under
agreements to repurchase
| — | | | — | | | — | | | — | % | | — | |
| | | | | | | | | |
| $ | — | | | $ | — | | | $ | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balances Outstanding | | Weighted Average Rate |
| (Dollars in thousands) | Maximum Month End | | Average Daily | | At
Period End | | During
Period | | At
Period End |
| December 31, 2023: | | | | | | | | | |
| Federal funds purchased | $ | — | | | $ | 1,642 | | | $ | — | | | 4.86 | % | | — | % |
| Securities sold under agreements to repurchase | — | | | — | | | — | | | — | % | | — | % |
| | | | | | | | | |
| $ | — | | | $ | 1,642 | | | $ | — | | | | | |
| | | | | | | | | |
| December 31, 2022: | | | | | | | | | |
| Federal funds purchased | $ | 20,003 | | | $ | 1,136 | | | $ | — | | | 4.39 | % | | — | % |
| Securities sold under agreements to repurchase | — | | | — | | | — | | | — | % | | — | % |
| | | | | | | | | |
| $ | 20,003 | | | $ | 1,136 | | | $ | — | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018: | | | | | | | | | |
| Federal funds purchased | $ | 1,351 | | | $ | 1,108 | | | $ | — | | | 2.45 | % | | — | |
Securities sold under agreements to repurchase | 93,454 | | | 38,980 | | | — | | | 0.16 | % | | —�� | % |
| | | | | | | | | |
| $ | 94,805 | | | $ | 40,088 | | | $ | — | | | | | |
Federal funds purchased represent primarily overnight borrowings through relationships with correspondent banks. Securities sold under agreements to repurchase are considered overnight borrowings and are secured by U. S. Government agency securities. As of December 31, 2019,2023 and 2022, the Company had unsecured federal funds lines with available commitments totaling $143,000.$218.0 million and $243.0 million, respectively.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 11:12: Advances from Federal Home Loan Bank and Other Borrowings
The Bank has advances from the FHLB which are collateralized by a blanket lien on first mortgage and other qualifying loans. The following is a summary of these advances.
| | (Dollars in thousands) | | (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Balance: | |
| Short-term advances | |
| Short-term advances | |
| Short-term advances | |
| | December 31, 2019 | | December 31, 2018 |
| Balance: | | | |
| Single payment advances | $ | 20,000 | | | $ | 20,000 | |
| Amortizing advances | |
| Amortizing advances | |
| Amortizing advances | Amortizing advances | 1,027 | | | 1,307 | |
| | $ | 21,027 | | | $ | 21,307 | |
| $ | |
| $ | |
| $ | |
| | Range of interest rates: | Range of interest rates: | |
| Single payment advances | 1.42% - 1.53% | | | | 1.42% - 1.53% | |
| Range of interest rates: | |
| Range of interest rates: | |
| Short-term advances | |
| Short-term advances | |
| Short-term advances | | 4.17% - 5.73% | | 4.28% - 4.59% |
| | Amortizing advances | |
| Amortizing advances | |
| Amortizing advances | Amortizing advances | 1.10% - 2.94% | | | | 1.10% - 2.94% | | 2.94% - 2.94% | | 2.49% - 2.94% |
| | Range of maturities: | Range of maturities: | |
| Single payment advances | 2027 | | 2027 |
| Range of maturities: | |
| Range of maturities: | |
| | Short-term advances | |
| | Short-term advances | |
| | Short-term advances | | 2024 to 2026 | | 2023 |
| | Amortizing advances | Amortizing advances | 2020 - 2028 | | 2019 - 2028 |
| Amortizing advances | |
| Amortizing advances | | 2028 | | 2023 - 2028 |
The Bank may not prepay single payment advances without paying a prepayment penalty. These advances are subject to quarterly calls until maturity by the FHLB. The Company had $711,552$1.89 billion as of December 31, 20192023 and $787,227$1.88 billion as of December 31, 20182022 available in additional short and long-term borrowing capacity from the FHLB of Dallas.
At December 31, 20192023 and 2018,2022, the Company had the ability to draw additional borrowings of $206,837$515.6 million and $193,159,$573.6 million, respectively, from the Federal Reserve Bank of StSt. Louis. The ability to draw borrowings is based on loan collateral pledged with principal balances of $248,803$593.7 million and $235,588$673.9 million as of December 31, 20192023 and 2018,2022, respectively, subject to the approval from the Board of Governors of the Federal Reserve System.
In October 2016, the Company entered into a five-year loan agreement with a correspondent bank under which the Company borrowed $35,000 in connection with the redemption of its preferred stock. The Company pledged 100% of its shares of BankPlus stock as collateral for the loan. The loan requires quarterly principal reductions of $875 and quarterly interest payments, at a 3.75% annual rate, beginning December 31, 2017. The balance outstanding on this loan was $16,625 and $20,125 as of December 31, 2019 and 2018, respectively.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 11: (Continued)
Required principal payments on FHLB advances and other borrowings are as follows.
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| 2020 | $ | 3,647 | | | $ | 3,508 | |
| 2021 | 13,307 | | | 3,692 | |
| 2022 | 433 | | | 13,440 | |
| 2023 | 157 | | | 471 | |
| 2024 | — | | | 203 | |
| Thereafter | 20,108 | | | 20,118 | |
| $ | 37,652 | | | $ | 41,432 | |
| | | | | |
| (Dollars in thousands) | December 31, 2023 |
| 2024 | $ | 190,013 | |
| 2025 | 125,013 | |
| 2026 | 60,014 | |
| 2027 | 14 | |
| 2028 | 5 | |
| Thereafter | — | |
| $ | 375,059 | |
On February 25, 2022, the Company entered into a $20.0 million revolving line of credit with a correspondent bank. The line of credit is collateralized by 9,000 shares of BankPlus common stock. The line of credit bears interest at a floating rate of Wall Street Journal Prime with 3.25% interest rate floor. Interest only payments are due on a quarterly basis with the principal due at maturity on February 25, 2024. Unused fees on the revolving line of credit are paid quarterly at 0.25%. For the years ended December 31, 2023 and 2022, the Company paid unused fees of $51,000 and $24,000, respectively. The balance outstanding on this revolving line of credit was zero at December 31, 2023.
Note 12:13: Subordinated Debentures Payableand Trust Preferred Securities
Subordinated Debentures
On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors pursuant to Statutory Trustswhich the Company issued and sold $60.0 million in aggregate principal amount of its 6.000% Fixed-to-Floating Rate Subordinated Notes due June 15, 2030 (the “Notes”). The Company incurred issuance costs of $1.4 million in conjunction with the issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s consolidated balance sheet and will be amortized over the life of the Notes. At December 31, 2023 and December 31, 2022, the remaining unamortized balance of these issuance costs was $928,000 and $1.1 million, respectively. The Notes will initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or the early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate plus 586 basis points, with interest during this period payable quarterly in arrears. The Company used the proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.
The Notes are not redeemable by the Company, in whole or in part, prior to the fifth anniversary of the original date of issue, except that the Notes may be redeemed at any time in whole but not in part in the event of a Tier 2 Capital Event, a Tax Event, or an Investment Company Event, each as defined and described in the Notes. On or after the fifth anniversary of the original date of issue, the Notes shall be redeemable on any interest payment date at the option of the Company, in whole or in part in integral multiples of $1,000, at an amount equal to 100% of the outstanding principal amount redeemed plus accrued but unpaid interest thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.
Effective March 1, 2022, in conjunction with the FTC Merger, the Company assumed FTC’s obligations under its Subordinated Note Purchase Agreement, dated as of December 23, 2020, and the several purchasers of the $21.0 million aggregate principal amount of 5.50% Fixed-to-Floating Rate Subordinated Notes due 2030 issued thereunder (the “Subordinated Notes”). The Subordinated Notes will mature on December 30, 2030 and bear interest at an initial fixed rate of 5.50% per annum, payable semi-annually in arrears. From and including December 30, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to a Three-Month Term Secured Overnight Financing Rate plus 527 basis points, payable quarterly in arrears. BancPlus will be entitled to redeem the Subordinated Notes, in whole or in part, on any interest payment date on or after December 30, 2025, and to redeem the Subordinated Notes in whole upon certain other events. The Subordinated
Notes are not subject to redemption at the option of the holder. The Subordinated Notes are unsecured, subordinated obligations of BancPlus only and are not obligations of, and are not guaranteed by, any subsidiary of BancPlus. The Subordinated Notes rank junior in right to payment to BancPlus’ current and future senior indebtedness. The Subordinated Notes have been structured to qualify as Tier 2 capital for regulatory capital purposes. The Subordinated Notes vary from the amount carried on the Consolidated Balance Sheets at December 31, 2023 due to the remaining purchase premium of $397,000, which was established upon closing of the FTC Merger and is being amortized over the remaining life of the debentures.
Trust Preferred Securities
The Company also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. TheseUnder a grandfathering provision in the Basel III capital rules that applies to bank holding companies with less than $15 billion in total consolidated assets, these preferred capital securities have qualified as Tier I1 capital for the Company, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and the preferred capital securities to purchase subordinated debentures issued by the Company. These subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. The Company has fully and unconditionally guaranteed the trusts’ obligations with respect to the preferred capital securities.
The Company has the right to defer the payment of interest on the subordinated debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred. Interest on the subordinated debentures and distributions on the trust preferred securities are cumulative.
The following is a summary of debentures payable to statutory trusts.
| | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands) | Year of Maturity | | Interest Rate | | December 31,
2023 | | December 31,
2022 |
| First Bancshares of Baton Rouge Statutory Trust I | 2034 | | 3 month CME Term SOFR, plus 2.50% | | $ | 4,124 | | | $ | 4,124 | |
| State Capital Statutory Trust IV | 2035 | | 3 month CME Term SOFR, plus 1.99% | | 5,155 | | | 5,155 | |
| BancPlus Statutory Trust II | 2036 | | 3 month CME Term SOFR, plus 1.50% | | 20,619 | | | 20,619 | |
| BancPlus Statutory Trust III | 2037 | | 3 month CME Term SOFR, plus 1.35% | | 20,619 | | | 20,619 | |
| State Capital Master Trust | 2037 | | 3 month CME Term SOFR, plus 1.46% | | 6,186 | | | 6,186 | |
| | | | | $ | 56,703 | | | $ | 56,703 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Year of Maturity | | Interest Rate | | December 31,
2019 | | December 31,
2018 |
| BancPlus Statutory Trust II | 2036 | | 3 month LIBOR, plus 1.50% | | $ | 20,619 | | | $ | 20,619 | |
| BancPlus Statutory Trust III | 2037 | | 3 month LIBOR, plus 1.35% | | 20,619 | | | 20,619 | |
| | | | | $ | 41,238 | | | $ | 41,238 | |
The subordinated debentures payable to statutory trusts vary from the amount carried on the consolidated balance sheet at due to the remaining purchase discount which was established upon the SCC Merger and is being amortized over the life of the debentures. At December 31, 2023 and December 31, 2022, the remaining unamortized purchase discount was $3.5 million and $3.7 million, respectively.
Interest rates adjust quarterly for the subordinated debentures whosewith rates arethat were nominally indexed with LIBOR. Following the LIBOR cessation date of June 30, 2023, the interest rate on the subordinated notes was replaced with SOFR pursuant to the Adjustable Interest Rate (LIBOR) Act.
The Company has the right to redeem the debentures prior to maturity. Upon redemption of the subordinated debentures payable to a statutory trust, the trust will also liquidate its common stock and preferred capital securities.
The subordinated debentures payable to Trust II may be redeemed by the Company beginning on June 15, 2011, without any prepayment penalty. The subordinated debentures payable to Trust III may be redeemed by the Company beginning on December 15, 2012, without any prepayment penalty.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 13: Stockholders’14: Shareholders’ Equity
In March 2019, the
The Company’s Board of Directors amended its Articles of Incorporation to reclassify the existing Class A Voting Common Stock and Class B Nonvoting Common Stock into a single class of $1.00 Par Value per Share Common Stock. This reclassification had no effect on share count or total stockholders’ equity.
Additionally, in March 2019, the Company’s Board of Directors authorizedauthorize 10,000,000 shares of preferred stock with no par value, which may be issued from time to time and in one or more classes or series upon authorization of the Board. At December 31, 2019, there were zeroBoard of Directors.
In 2022, the Company entered into a Letter Agreement (including annexes thereto, collectively, the “Purchase Agreement”) with the U.S. Department of Treasury (the “Treasury”) under the Emergency Capital Investment Program (“ECIP”). Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of the Company’s preferred stock designated as Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP (the “Preferred Stock”) for an aggregate purchase price of $250.0 million in cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The Preferred Stock bears no dividend for the first two years following the issuance of the Preferred Stock. Thereafter, the annual dividend rate will be adjusted, not lower than 0.5% and outstanding.not higher than 2.0%, based on our extension of credit for qualified lending as defined in the terms of the ECIP Interim Final Rule, the Purchase Agreement and the Certificate of Designations (the “Certificate of Designations”) and the investment amount. After the tenth anniversary of the issuance of the Preferred Stock, the dividend rate will be fixed based on the average annual amount of lending in years 2 through 10 compared to the baseline qualified lending and the average investment amount. The dividends will be payable quarterly in arrears on March 15, June 15, September 15, and December 15.
The Preferred Stock may be redeemed at the option of the Company on or after September 15, 2027 (or earlier in the event of loss of regulatory capital treatment), subject to the approval of the appropriate federal banking regulator and in accordance with the federal banking agencies’ regulatory capital regulations. The restrictions on redemption are set forth in the Certificate of Designations filed with the Mississippi Secretary of State for the purpose of amending its Articles of Incorporation to fix the designations, preferences, limitations and relative rights of the Preferred Stock as described in Item 5.03 of our Current Report on Form 8-K filed with the SEC on June 23, 2022.
In the Purchase Agreement, the Company also agreed to, upon the future written request of the Treasury, comply with the terms of a Registration Rights Agreement included as an annex to the Purchase Agreement and incorporated by reference therein (the “Registration Rights Agreement”), providing for certain registration rights of the Treasury. As long as the Company is not eligible to file on Form S-3, upon written request of the Treasury, the Company would be required to prepare and file a shelf registration statement covering the potential resale of the Preferred Stock as promptly as practicable. Once the Company is eligible to file on Form S-3, the Company agreed to prepare and file such shelf registration statement within 30 days. The Registration Rights Agreement also includes customary “piggyback” registration rights, suspension rights, indemnification, contribution, and assignment provisions.
Note 14:15: Other Operating Income and Other Operating Expenses
Significant components of other operating income are summarized as follows.
| | Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| Year Ended December 31, | | | Year Ended December 31, |
| (Dollars in thousands) | | (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Income from fiduciary activities | Income from fiduciary activities | $ | 4,709 | | | $ | 4,883 | |
| ATM income | ATM income | 4,548 | | | 4,396 | |
| Brokerage and insurance fees and commissions | Brokerage and insurance fees and commissions | 3,516 | | | 3,862 | |
| Other real estate income and gains | Other real estate income and gains | 1,028 | | | 370 | |
| Life insurance income | Life insurance income | 1,628 | | | 1,648 | |
| Community Development Financial Institutions grants | Community Development Financial Institutions grants | 960 | | | 1,317 | |
| Other | Other | 2,417 | | | 2,580 | |
| $ | 18,806 | | | $ | 19,056 | |
| $ | |
Significant components of other operating expenses are summarized as followsfollows.
| | Year Ended December 31,
2019 | | Year Ended December 31,
2018 |
| Year Ended December 31, | | | Year Ended December 31, |
| (Dollars in thousands) | | (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Advertising and marketing | Advertising and marketing | $ | 3,518 | | | $ | 3,617 | |
| Other real estate expenses and losses | Other real estate expenses and losses | 1,250 | | | 23,373 | |
| FDIC and State insurance assessments | FDIC and State insurance assessments | 851 | | | 1,147 | |
| Professional fees | Professional fees | 1,991 | | | 2,140 | |
| Security expense | Security expense | 1,045 | | | 1,110 | |
| Supplies | Supplies | 805 | | | 888 | |
| Other | Other | 10,999 | | | 9,458 | |
| $ | 21,874 | | | $ | 41,733 | |
| $ | |
Note 15:16: Employee Benefits
The Company has an Employee Stock Ownership Plan (“ESOP”) that covers all employees of the Bank who are 21 years of age and work in a position requiring at least one thousand hours of service annually. The planESOP also has 401(k) provisions that allow for employee tax deferred contributions. Participants may make contributions to the ESOP in accordance with applicable regulations and the ESOP’s provisions. The Company makes a 3% “safe harbor” matching contribution, plus an additional matching contribution equal to 50% of the next 2% of an employee’s salary
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 15: (Continued)
deferral contributions in excess of 3%. Additional contributions are made to the ESOP at the discretion of the Boardboard of Directors.directors. Total contribution expenses related to the ESOP were $2,600$4.2 million in 20192023, $3.8 million in 2022, and $2,500$3.5 million in 2018.2021.
The ESOP owned 1,434,625 and 1,486,8441,452,950 shares of the Company's common stock at both December 31, 20192023 and 2018, respectively.2022. The ESOP enteredcan enter into loans, collateralized by ESOP shares, with the Company in connection with the repurchase of shares of companyCompany stock that were sold by participants in accordance with diversification provisions of the ESOP. A total of 176,786 shares were repurchased through 2011, 77,000 shares were repurchased under this program in 2012, and 27,594 shares were repurchased in 2019. These unallocated shares arewould be released to participants proportionately as the loan isloans are repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares, if any, that are used to repay the loan arewould be treated as compensation expense. As of December 31, 2023, the ESOP had no loans with the Company.
The following table presents information related to the Company’s ESOP-owned shares.
| | | | | | | | | | | |
| (Dollars in thousands) | December 31,
2023 | | December 31,
2022 |
| Allocated shares | 1,452,950 | | | 1,452,950 | |
| Unearned shares | — | | | — | |
| Total ESOP shares | 1,452,950 | | | 1,452,950 | |
| | | |
| Fair value of unearned shares | $ | — | | | $ | — | |
| | | | | | | | | | | |
| December 31,
2019 | | December 31,
2018 |
| Allocated shares | 1,355,699 | | | 1,410,132 | |
| Unearned shares | 78,926 | | | 76,712 | |
| Total ESOP shares | 1,434,625 | | | 1,486,844 | |
| | | |
| Fair value of unearned shares | $ | 4,617 | | | $ | 3,836 | |
Distributions of the ESOP may be either in cash or Company common stock. The allocated shares are subject to a put option, whereby the Comp any will provide a market for a specified period of time for shares distributed to participants. The put price is the appraised value of the stock. The fair value of shares of common stock held by the ESOP are deducted from permanent stockholders’shareholders’ equity in the consolidated balance sheets and reflected in a line item below liabilities and above stockholders’shareholders’ equity. This presentation is necessary in order to recognize the put option within the ESOP-owned shares, consistent with SEC guidelines, that is present as long as the Company is not publicly traded. The Company uses a valuation by an external third-party to determine the maximum possible cash obligation related to these securities. Increases or decreases in the value of the cash obligation are included in a separate line item in the consolidated statements of changes of stockholders’shareholders’ equity. The fair value of shares held by the ESOP at December 31, 20192023 was $85.0 million, based on the Company’s previously disclosed appraised value of $58.50 per share of common stock. The fair value of shares held by the ESOP at December 31, 2022 was $97.0 million, based on the Company’s previously disclosed appraised value of $66.75 per share of common stock. As previously disclosed, these appraised values were determined solely for purposes of the ESOP’s administration and 2018 was $79,308are therefore subject to certain limitations, qualifications and $70,507, respectively.assumptions and may not reflect the fair value of the Company’s common stock and should not be relied on for any reason. Neither the Company nor the ESOP has any obligation to seek an adjusted valuation, to use these appraised values for any other purpose or, if the Company or the ESOP obtains a new appraised value, to disclose such new appraised value.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 16:17: Income Taxes
Significant components of income tax expense (benefit) are as follows.
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Current: | | | | | |
| Federal | $ | 12,986 | | | $ | 13,351 | | | $ | 11,249 | |
| State | 2,679 | | | 2,674 | | | 1,971 | |
| 15,665 | | | 16,025 | | | 13,220 | |
| Deferred: | | | | | |
| Federal | 316 | | | 442 | | | 131 | |
| State | 81 | | | 147 | | | 67 | |
| 397 | | | 589 | | | 198 | |
| $ | 16,062 | | | $ | 16,614 | | | $ | 13,418 | |
| | | | | |
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| Current: | | | |
| Federal | $ | 3,095 | | | $ | 5,050 | |
| State | 768 | | | 1,196 | |
| 3,863 | | | 6,246 | |
| Deferred: | | | |
| Federal | 4,152 | | | (4,773) | |
| State | 978 | | | (1,284) | |
| 5,130 | | | (6,057) | |
| $ | 8,993 | | | $ | 189 | |
The differences between actual income tax expense and the expected amount computed using the applicable Federal rate are summarized as follows.
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Amount computed on earnings before income taxes | $ | 16,001 | | | $ | 16,251 | | | $ | 14,656 | |
| Tax effect of: | | | | | |
| Income from tax-exempt investments, net of disallowed interest deduction | (244) | | | (328) | | | (392) | |
| State income taxes, net of Federal tax benefit | 2,180 | | | 2,228 | | | 1,610 | |
| Life insurance income | (564) | | | (485) | | | (1,341) | |
| Qualified School Construction Bond credits | (854) | | | (854) | | | (854) | |
| New markets tax credit | (388) | | | (460) | | | (460) | |
| Low Income Housing Tax credits | (80) | | | — | | | (161) | |
| Non-deductible expense | 230 | | | 536 | | | 355 | |
| Other, net | (219) | | | (274) | | | 5 | |
| $ | 16,062 | | | $ | 16,614 | | | $ | 13,418 | |
| | | | | | | | | | | |
| December 31,
2019 | | December 31,
2018 |
| Amount computed on earnings before income taxes | $ | 9,532 | | | $ | 2,562 | |
| Tax effect of: | | | |
| Income from tax-exempt investments, net of disallowed interest deduction | (701) | | | (789) | |
| State income taxes, net of Federal tax benefit | 1,380 | | | (70) | |
| Life insurance income | (341) | | | (345) | |
| Qualified School Construction Bond credits | (854) | | | (854) | |
| Low Income Housing Tax credits | (221) | | | (221) | |
| Non-deductible expense | 337 | | | 73 | |
| Other, net | (139) | | | (167) | |
| | | |
| $ | 8,993 | | | $ | 189 | |
The components of net deferred tax assets (liabilities) are presented in the table below. With limited exception, the Company is no longer subject to income tax examinations by tax authorities for years before 2016.2019.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
| | December 31,
2019 | | December 31,
2018 |
| (Dollars in thousands) | | (Dollars in thousands) | December 31,
2023 | | December 31,
2022 |
| Deferred tax assets: | Deferred tax assets: | | | |
| Allowance for loan losses | $ | 5,481 | | | $ | 6,421 | |
| Allowance for credit losses | |
| Allowance for credit losses | |
| Allowance for credit losses | |
| Other real estate | Other real estate | 1,488 | | | 5,970 | |
| Amortization of intangibles | 187 | | | 67 | |
| Investment securities | |
| Restricted stock | Restricted stock | 131 | | | | — | |
| Unrealized loss on securities available for sale | Unrealized loss on securities available for sale | — | | | 156 | |
| Loan yield and credit mark on loans | |
| Deposit yield mark | |
| Accrued expenses | Accrued expenses | 443 | | | 178 | |
| Other | |
| Total deferred tax assets | Total deferred tax assets | 7,730 | | | 12,792 | |
| | Deferred tax liabilities: | Deferred tax liabilities: | |
| Deferred tax liabilities: | |
| Deferred tax liabilities: | |
| Depreciation of premises and equipment | Depreciation of premises and equipment | (5,918) | | | (5,878) | |
| Depreciation of premises and equipment | |
| Depreciation of premises and equipment | |
| Assets held for sale | |
| Federal Home Loan Bank stock dividends | Federal Home Loan Bank stock dividends | (85) | | | (66) | |
| Investment securities | (56) | | | (54) | |
| Deferred loan fees | |
| Partnership income | Partnership income | (70) | | | (82) | |
| Prepaid expenses | Prepaid expenses | (1,079) | | | (904) | |
| Unrealized gain on securities available for sale | (94) | | | | — | |
| Other | (19) | | | (19) | |
| Amortization of intangibles | |
| Subordinated debt yield mark | |
| Total deferred tax liabilities | Total deferred tax liabilities | (7,321) | | | (7,003) | |
| | Net deferred tax assets (liabilities) | $ | 409 | | | $ | 5,789 | |
| | Net deferred tax assets | |
| Net deferred tax assets | |
| Net deferred tax assets | |
The net deferred tax assets of $409$21.6 million and $5,789$17.7 million at December 31, 20192023 and 2018,2022, respectively, are included in other assets on the consolidated balance sheets.
Note 17:18: Commitments and Contingencies
Litigation
On March 20, 2019, a complaint (the “Complaint”), Mills v. BankPlus, et al., Case #3:19-cv-00196-CWR-FKB, was filed in the United States District Court for the Southern District of Mississippi, Northern Division, by Alysson Mills, in her capacity as Court-appointed Receiver (the “Receiver”) for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming the Bank, three former Bank employees, one then-current BankPlus employee and other defendants, including defendants affiliated and unaffiliated with BankPlus (“Defendants”). The Complaint sought to recover damages from the Defendants for the benefit of the receivership estate related to certain investors who were allegedly defrauded by Adams and Madison Timber, whose actions were allegedly attributable to the actions of the Defendants that allegedly enabled negligent, illegal or fraudulent activities engaged in by Adams and Madison Timber.
As previously announced on September 28, 2023, BankPlus agreed in principle to a Settlement Agreement (the “Agreement”) relating to the Complaint. The parties to the Agreement are the Receiver and the Defendants. Pursuant to the Agreement, the Complaint will be dismissed with prejudice and the Receiver will fully release all claims against the Defendants, and all parties will seek the court’s entry of a bar order prohibiting any continued or future claims by anyone against the Defendants relating to the Complaint, whether asserted to date or not. Final court approval of a bar order is a condition of the Agreement. On October 9, 2023, the parties executed the Agreement and the Receiver filed her Motion for Approval of the Settlement which the court approved on November 14, 2023. On January 29, 2024, the Receiver filed a motion to dismiss her claims with prejudice which
the court granted on January 30, 2024. Pursuant to the Agreement, a one-time cash payment (the "Joint Settlement") was made to the Receiver in January 2024.
The Agreement also provides that BancPlus expressly denies any admission of liability or wrongdoing in connection with the Complaint or by assenting to the Agreement. BancPlus believes that it is in the best interest of the Company and Bank,its shareholders to enter into the Agreement, to reduce the risks and costs of continuing litigation. The Company recognized a one-time charge to non-interest expense for its portion of the Joint Settlement, net of insurance proceeds received, in the normalthird quarter of 2023, which the Company does not believe is material to the Company’s consolidated financial statements. The Company expects its portion of the Joint Settlement to be tax deductible.
In addition to the above, the Company, including subsidiaries, is party to various legal proceedings arising in the ordinary course of business, are defendants in certain legal claims. Management believesbusiness. The Company does not believe that the resolution of theseloss contingencies, if any, arising from pending litigation and regulatory matters will not have a material adverse effect on the Company'sCompany’s consolidated financial position.position or liquidity.
Credit Related Financial Instruments
The Bank makes commitments to extend credit and issue standby and commercial letters of credit in the normal course of business in order to fulfill the financing needs of its customers. These instruments involve, to varying degree, elements of credit and interest rate risk.
Commitments to extend credit are agreements to lend money to customers pursuant to certain specified conditions and generally have fixed expiration dates or other termination clauses. Because many of these commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. When making these commitments, the Bank applies the same credit policies and standards as it does in the normal lending process. Collateral is obtained based upon the assessed credit worthiness of the borrower.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 17: (Continued)
Standby and commercial letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. When issuing letters of credit, the Bank applies the same credit policies and standards as it does in the normal lending process. Collateral is obtained based upon the Bank's assessment of a customer's credit worthiness.
The Bank's maximum credit exposure in the event of non-performance for loan commitments and standby and commercial letters of credit is represented by the contract amount of the instruments. The following is a summary of these instruments.
| | December 31,
2019 | | December 31,
2018 |
| (Dollars in thousands) | | (Dollars in thousands) | December 31,
2023 | | December 31,
2022 |
| Loan commitments to extend credit | Loan commitments to extend credit | $ | 476,936 | | | $ | 465,075 | |
| Standby letters of credit | Standby letters of credit | 4,853 | | | 4,047 | |
The Bank makes commitments to originate mortgage loans that will be held for sale. The total commitments to originate mortgages to be held for sale were $17,534$10.5 million and $15,079$3.5 million at December 31, 20192023 and 2018,2022, respectively. These commitments are accounted for as derivatives and marked to fair value through income. The Bank also engages in forward sales contracts with mortgage investors to purchase mortgages held for sale. These forward sales agreements that have a determined price and expiration date are accounted for as derivatives and marked to fair value through income. The Bank had $39,125$15.9 million and $25,636$6.8 million in locked forward sales agreements in place at December 31, 20192023 and 2018,2022, respectively. At December 31, 20192023 and 2018,2022, derivatives with a positive fair value of $40$29,000 and $78,$28,000, respectively, were included in other assets and derivatives with a negative fair value of $73$72,000 and $150,$10,000, respectively, were included in other liabilities.
Note 18:19: Regulatory Matters
Federal banking regulations require that the Bank maintain certain cash reserves based on a percent of deposits. This requirement was $16,875 and $10,088 at December 31, 2019 and 2018, respectively.
The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by state and federal banking agencies. Failure to meet minimum capital requirements can initiatetriggers certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under
In 2019, the federal bank regulatory agencies finalized a rule that simplifies capital requirements for qualifying community banks by providing an option to use a simple leverage ratio to measure capital adequacy guidelinesand to not calculate risk-based capital ratios. A qualifying community bank has less than $10 billion in total consolidated assets, limited amounts of off-balance-sheet exposures and trading assets and liabilities, and a leverage ratio greater than 9.0% percent. The community bank leverage ratio (“CBLR”)
framework was effective on January 1, 2020, and the Company and the Bank elected to adopt the optional CBLR framework in the third quarter of 2022, as an alternative to the generally applicable capital rules.
A final rule adopted by the federal banking agencies in February 2019 provides banking organizations with the option to phase in, over a three-year period, the adverse day-one regulatory framework forcapital effects of the adoption of CECL. The Company adopted CECL in the first quarter of 2023 and has elected to utilize the three-year transition period.
The Bank is also subject to capital requirements under the prompt corrective action regime. The prompt corrective action framework applies only to insured depository institutions, such as the CompanyBank, and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet itemsnot to their holding companies, such as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
The Basel III Capital Rules (“Basel III”) became effective for the Company and Bank on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule and fully phased in by January 1, 2019. Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk based capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress and, as detailed above, effectively increases the minimum required risk-weighted capital ratios. Banking institutions with a ratio of Common Equity Tier 1 capital to risk-weighted assets below the effective minimum (4.5% plus the capital conservation buffer) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The capital conservation buffer, which was 2.500% and 1.875% at and December 31, 2019 and 2018, respectively, is included in the minimum capital requirements relative to risk-weighted assets in the following table. Management believes as of December 31, 2019, the Company and Bank meet all capital adequacy requirements to which they are subject.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 18: (Continued)
Company. As of December 31, 2019,2023 and December 31, 2022, the most recent notification fromBank maintained a leverage ratio of more than 9.0% and, as an institution that has elected to adopt the Federal Deposit Insurance Corporation categorizedCBLR framework, the Bank was therefore categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, a financial institution must maintain certain ratios of Common Equity Tier I (“CET1”) capital, Tier 1 capital and Total capital to risk-weighted assets, and of Tier 1 capital to adjusted quarterly average assets. There are no conditions or events since that notification that management believes have changed the Bank's category.
The Company’s and the Bank’s CET1 capital includes total common equity reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions. In connection with the adoption of Basel III, the Company elected to opt-out of the requirement to include most components of accumulated other comprehensive income in CET1 capital.
Tier I capital includes CET1 capital and additional Tier I capital. For the Company, additional Tier I capital at December 31, 2019 and 2018 included $40,000 of trust preferred securities issued by the Trusts (net of investment in the Trusts). The Bank did not have any additional Tier I capital beyond CET1 as of December 31, 2019 and 2018.
Total capital includes Tier I capital and Tier II capital. Tier II capital for both the Company and the Bank includes a permissible portion of the allowance for loan losses. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III.
The following table presents actual and required capital ratios for the Company and the Bank under the Basel III rules.CBLR and prompt corrective action regulations for the relevant periods.
| | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | Minimum Requirement to be Well Capitalized |
| |
| (Dollars in thousands) | Capital Amount | | Ratio | | Capital Amount | | Ratio |
| December 31, 2023: | | | | | | | |
| Company: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | $ | 756,155 | | | 10.02 | % | | $ | 679,472 | | | 9.00 | % |
| | | | | | | |
| Bank: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 755,482 | | | 10.01 | % | | 679,129 | | | 9.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | | | Minimum requirement Phase-In Schedule | | | | Required to be Well Capitalized | | |
| | | | | | | | | | | |
| Capital Amount | | Ratio | | Capital Amount | | Ratio | | Capital Amount | | Ratio |
| December 31, 2019: | | | | | | | | | | | |
| Company: | | | | | | | | | | | |
| CET1 Capital to Risk-Weighted Assets | $ | 248,247 | | | 10.86 | % | | $ | 160,002 | | | 7.00 | % | | n/a | | | n/a | |
| Tier 1 Capital to Risk-Weighted Assets | 288,247 | | | 12.61 | % | | 194,288 | | | 8.50 | % | | n/a | | | n/a | |
| Total Capital to Risk-Weighted Assets | 309,747 | | | 13.55 | % | | 240,003 | | | 10.50 | % | | n/a | | | n/a | |
| Tier 1 Capital to Average Assets | 288,247 | | | 9.74 | % | | 118,373 | | | 4.00 | % | | n/a | | | n/a | |
| | | | | | | | | | | |
| Bank: | | | | | | | | | | | |
| CET1 Capital to Risk-Weighted Assets | $ | 284,513 | | | 12.49 | % | | $ | 159,469 | | | 7.00 | % | | $148,078 | | | 6.50 | % |
| Tier 1 Capital to Risk-Weighted Assets | 284,513 | | | 12.49 | % | | 193,641 | | | 8.50 | % | | 182,250 | | | 8.00 | % |
| Total Capital to Risk-Weighted Assets | 306,013 | | | 13.43 | % | | 239,203 | | | 10.50 | % | | 227,813 | | | 10.00 | % |
| Tier 1 Capital to Average Assets | 284,513 | | | 9.63 | % | | 118,134 | | | 4.00 | % | | 147,668 | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | | | | |
| Actual | | Minimum Requirement |
| (Dollars in thousands) | Capital Amount | | Ratio | | Capital Amount | | Ratio |
| December 31, 2022: | | | | | | | |
| Company: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | $ | 721,001 | | | 10.54 | % | | $ | 615,566 | | | 9.00 | % |
| | | | | | | |
| Bank: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Community Bank Leverage Ratio | 636,007 | | | 9.31 | % | | 614,973 | | | 9.00 | % |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 18: (Continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018: | | | | | | | | | | | |
| Company: | | | | | | | | | | | |
| CET1 Capital to Risk-Weighted Assets | $ | 226,942 | | | 9.80 | % | | $ | 147,650 | | | 6.38 | % | | n/a | | | n/a | |
| Tier 1 Capital to Risk-Weighted Assets | 266,942 | | | 11.53 | % | | 182,391 | | | 7.88 | % | | n/a | | | n/a | |
| Total Capital to Risk-Weighted Assets | 291,442 | | | 12.58 | % | | 228,712 | | | 9.88 | % | | n/a | | | n/a | |
| Tier 1 Capital to Average Assets | 266,942 | | | 9.88 | % | | 10,807 | | | 4.00 | % | | n/a | | | n/a | |
| | | | | | | | | | | |
| Bank: | | | | | | | | | | | |
| CET1 Capital to Risk-Weighted Assets | $ | 262,579 | | | 11.37 | % | | $ | 147,234 | | | 6.38 | % | | $144,933 | | | 6.50 | % |
| Tier 1 Capital to Risk-Weighted Assets | 262,579 | | | 11.37 | % | | 181,877 | | | 7.88 | % | | 17,838 | | | 8.00 | % |
| Total Capital to Risk-Weighted Assets | 287,079 | | | 12.43 | % | | 228,068 | | | 9.88 | % | | 222,974 | | | 10.00 | % |
| Tier 1 Capital to Average Assets | 262,579 | | | 9.79 | % | | 107,332 | | | 4.00 | % | | 134,277 | | | 5.00 | % |
The ability of the Company to pay future dividends, pay its expenses and retire its debt is dependent upon future income tax benefits and dividends paid to the Company by the Bank. The Bank is subject to dividend restrictions as imposed by Federalfederal and state regulatory authorities. These restrictions are not anticipated to have a material effect on the ability of the Bank to pay dividends to the Company.
Note 19:20: Fair Value
Financial Instruments Measured at Fair Value
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company groups its assets and liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Valuations within these levels are based upon:
Level 1
Unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access as of the measurement date
Level 2
Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3
Unobservable inputs that are significant to the fair value of the assets or liabilities that reflect a company’s own assumptions about the assumptions that market participants would use in pricing assets or liabilities
Management monitors the availability of observable market data to assess the appropriate classification of assets and liabilities within the fair value hierarchy. Changes in economic conditions or model-based valuation techniques may require the transfer of financial instruments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. There were no transfers of financial instruments between fair value levels during the years ended December 31, 20192023 and 2018.2022.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 19: (Continued)
The Company used the following methods and significant assumptions to estimate fair value.
Securities - The Company utilizes an independent pricing service to advise it on the value of the securities portfolio. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. For these investments, the inputs used by the pricing service to determine fair value may include one, or a combination of several, observable inputs such as benchmark yields, reported trades, benchmark securities, bids, offers and reference data market research publications and are classified within Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. For Level 3 securities, in addition to the inputs noted above, inputs used by the pricing service to determine fair value may also include estimated duration, municipal bond interest rate curve, and tax effected yield. There were no Level 3 securities as of December 31, 2023 or December 31, 2022. The Company’s treasury department and Chief Risk OfficerAsset Liability Management Committee review the aggregate fair values.values of the securities portfolio.
Impaired loans - Collateral-dependent Loans with Credit Losses – Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairmentto determine if any credit loss exists on a nonrecurringnon-recurring basis. Allowable methods for determining the amount of impairmentthe credit loss include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for impairedthese loans are based on comparisons of the recorded carrying values of the loans to the present value of the estimated cash flows of these loans at each loan’s effective interest rate or the fair value of the collateral net of selling costs if the loan is collateral dependent. Impaired loanscollateral-dependent. Loans that are primarily collateral dependent loans and are assessed using a fair value approach. Fair value estimates for collateral dependentcollateral-dependent loans are derived from appraised values based on the current market value or as-is value of the property being appraised. Appraisals are based on certain assumptions, which may include construction or development status and the highest and best use of the property. The appraisals are reviewed by the Bank’s Appraisal Review DepartmentCompany’s appraisal department to ensure they are acceptable. Impaired loansLoans that have experienced a credit loss are classified within Level 3 of the fair value hierarchy. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.
Other Real Estate Owned - Other real estate owned is initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated cost to sell. Fair value estimates begin with obtaining a current appraisal of the collateral value. Subsequent to foreclosure, valuations are performed periodically by the Company’s appraisal department and any subsequent reduction in value is recognized by a charge to income.
Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed by the Company. These appraisals are reviewed by a member of the Appraisal Department to ensure they are acceptable. Appraised values are adjusted down for costs associated with asset disposal. The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral impaired loans and other real estate are primarily based on appraisals, observable market conditions, and other factors which may affect collectability. The appraisals use marketability and comparability discounts, which generally range from 5% to 15%. Assessment of the significance of a specific input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset. It is reasonably possible that a change in the estimated fair value for assets measured using Level 3 inputs could occur in the future.
Assets and liabilities measured at fair value on a recurring basis, are summarized below:
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
| | Fair Value | | Fair Value Measurements Using | |
| | | Level 1 | | Level 2 | | Level 3 |
| December 31, 2019 | | | | | | | |
| Fair Value | | | Fair Value | | Fair Value Measurements Using |
| (Dollars in thousands) | | (Dollars in thousands) | | Level 1 | | Level 2 | | Level 3 |
| December 31, 2023 | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U.S. Treasuries | |
| U.S. Government agencies | U.S. Government agencies | $ | 18,102 | | | $ | — | | | $ | 18,102 | | | $ | — | |
| Residential mortgage-backed securities | Residential mortgage-backed securities | 175,879 | | | — | | | 175,879 | | | — | |
| Commercial mortgage-backed securities | Commercial mortgage-backed securities | 3,010 | | | — | | | 3,010 | | | — | |
| Asset backed securities | |
| Corporate investments | Corporate investments | 4,082 | | | — | | | 4,082 | | | — | |
| State and local political subdivisions | |
| Total securities available for sale | Total securities available for sale | $ | 201,073 | | | $ | — | | | $ | 201,073 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2022 | | | | | | | |
| U.S Treasuries | $ | 34,579 | | | $ | — | | | $ | 34,579 | | | $ | — | |
| U.S. Government agencies | 378,736 | | | — | | | 378,736 | | | — | |
| Residential mortgage-backed securities | 94,132 | | | — | | | 94,132 | | | — | |
| Commercial mortgage-backed securities | 12,070 | | | — | | | 12,070 | | | — | |
| Asset backed securities | 10,220 | | | — | | | 10,220 | | | — | |
| Corporate investments | 46,033 | | | — | | | 46,033 | | | — | |
| State and local political subdivisions | 48,150 | | | — | | | 48,150 | | | — | |
| Total securities available for sale | $ | 623,920 | | | $ | — | | | $ | 623,920 | | | $ | — | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2018 | | | | | | | |
| U.S. Government agencies | $ | 81,277 | | | $ | — | | | $ | 81,277 | | | $ | — | |
| Residential mortgage-backed securities | 3,593 | | | — | | | 3,593 | | | — | |
| Commercial mortgage-backed securities | 319 | | | — | | | 319 | | | — | |
| Corporate investments | 4,106 | | | — | | | 4,106 | | | — | |
| Total securities available for sale | $ | 89,295 | | | $ | — | | | $ | 89,295 | | | $ | — | |
There were no transfers between Level 1, 2 or 3 during the periods shown above.
Assets measured at fair value on a non-recurring basis are summarized below.
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value | | Fair Value Measurements Using | | | | |
| | | Level 1 | | Level 2 | | Level 3 |
| Impaired loans, net of allowance for loan losses: | | | | | | | |
| December 31, 2019 | $ | 27,711 | | | $ | — | | | $ | — | | | $ | 27,711 | |
| December 31, 2018 | $ | 15,044 | | | $ | — | | | $ | — | | | $ | 15,044 | |
| | | | | | | |
| Other real estate: | | | | | | | |
| December 31, 2019 | $ | 4,851 | | | $ | — | | | $ | — | | | $ | 4,851 | |
| December 31, 2018 | $ | 11,916 | | | $ | — | | | $ | — | | | $ | 11,916 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value | | Fair Value Measurements Using |
| (Dollars in thousands) | | Level 1 | | Level 2 | | Level 3 |
| Collateral-dependent loans, net of allowance for credit losses: | | | | | | | |
| December 31, 2023 | $ | 15,224 | | | $ | — | | | $ | — | | | $ | 15,224 | |
| | | | | | | |
| Impaired loans, net of allowance for loan losses: | | | | | | | |
| December 31, 2022 | $ | 26,071 | | | $ | — | | | $ | — | | | $ | 26,071 | |
| | | | | | | |
| Other real estate: | | | | | | | |
| December 31, 2023 | $ | 2,368 | | | $ | — | | | $ | — | | | $ | 2,368 | |
| December 31, 2022 | $ | 4,231 | | | $ | — | | | $ | — | | | $ | 4,231 | |
There were no transfers between Level 1, 2 or 3 during the periods shown above.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
The following table presents quantitative information about Level 3 fair value measurements for assets measured at fair value on a non-recurring basis.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualitative Information about Level 3 Fair Value Measurements |
| (Dollars in thousands) | Fair Value | | Valuation Methods | | Unobservable Inputs | | Range | | Weighted Average |
| December 31, 2023 | | | | | | | | | |
| Collateral-dependent loans with credit losses, net of specific allowance | $ | 15,224 | | | Third-party appraisals | | Selling costs | | 5% - 10% | | 6% |
| Other real estate | $ | 2,368 | | | Third-party and in-house appraisals | | Selling costs | | 5% - 10% | | 6% |
| December 31, 2022 | | | | | | | | | |
| Impaired loans, net of specific allowance | $ | 26,071 | | | Third-party appraisals | | Selling costs | | 5% - 10% | | 6% |
| Other real estate | $ | 4,231 | | | Third-party and in-house appraisals | | Selling costs | | 5% - 10% | | 6% |
| | | | | | | | | | | | | | | | | | | | | | | |
| Qualitative Information about Level 3 Fair Value Measurements | | | | | | |
| Carrying Value | | Valuation Methods | | Unobservable Inputs | | Range |
| | | | | | | |
December 31, 2019 | | | | | | | |
Impaired loans, net of specific allowance | $ | 27,711 | | | Third-party appraisals | | Selling costs | | 5% - 10% | |
| | | Internal evaluations of real estate, accounts receivable and inventory | | Discount of book value | | 15% - 50% | |
| | | | | | | |
Other real estate | $ | 4,851 | | | Third-party and in-house appraisals | | Selling costs | | 5% - 10% | |
| | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2018 | | | | | | | |
Impaired loans, net of specific allowance | $ | 15,044 | | | Third-party appraisals | | Selling costs | | 5% - 10% | |
| | | Internal evaluations of real estate, accounts receivable and inventory | | Discount of book value | | 15% - 50% | |
| | | | | | | |
Other real estate | $ | 11,916 | | | Third-party and in-house appraisals | | Selling costs | | 5% - 10% | |
Fair Value of Financial Instruments
Generally accepted accounting principles require disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, that are not measured and reported at fair value on a recurring or non-recurring basis. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions significantly affect the estimates and, as such, the derived fair value may not be indicative of the value negotiated in an actual sale and may not be comparable to that reported by other financial institutions. In addition, the fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 19: (Continued)
The following table presents estimated fair values of the Company’s financial instruments that are not previously disclosed:recorded at fair value:
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2023 | | December 31, 2022 |
| (Dollars in thousands) | Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Financial assets: | | | | | | | |
| Level 1 inputs: | | | | | | | |
| Cash and cash equivalents | $ | 266,591 | | | $ | 266,591 | | | $ | 137,895 | | | $ | 137,895 | |
| Level 2 inputs: | | | | | | | |
| Securities held to maturity | 55,170 | | | 55,045 | | | 62,274 | | | 62,068 | |
| Federal Home Loan Bank stock | 23,634 | | | 23,634 | | | 19,690 | | | 19,690 | |
| Accrued interest receivable | 30,086 | | | 30,086 | | | 23,156 | | | 23,156 | |
| Level 3 inputs: | | | | | | | |
| Loans held for sale | 6,525 | | | 6,525 | | | 5,373 | | | 5,373 | |
| Loans, net | 6,016,139 | | | 5,804,169 | | | 5,781,274 | | | 5,601,070 | |
| | | | | | | |
| Financial liabilities: | | | | | | | |
| Level 2 inputs: | | | | | | | |
| Deposits | 6,325,736 | | | 6,318,082 | | | 5,824,904 | | | 5,289,138 | |
| Advances from FHLB and other borrowings | 375,059 | | | 374,325 | | | 318,084 | | | 318,079 | |
| Subordinated debentures | 133,677 | | | 137,428 | | | 133,478 | | | 138,780 | |
| Accrued interest payable | 10,539 | | | 10,539 | | | 2,334 | | | 2,334 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2019 | | | | December 31, 2018 | | |
| Carrying Value | | Fair Value | | Carrying Value | | Fair Value |
| Financial assets: | | | | | | | |
| Level 1 inputs: | | | | | | | |
| Cash and cash equivalents | $ | 312,972 | | | $ | 312,972 | | | $ | 145,197 | | | $ | 145,197 | |
| Level 2 inputs: | | | | | | | |
| Securities held to maturity | 177,854 | | | 179,225 | | | 292,601 | | | 291,226 | |
| Federal Home Loan Bank stock | 2,585 | | | 2,585 | | | 2,501 | | | 2,501 | |
| Accrued interest receivable | 11,509 | | | 11,509 | | | 11,924 | | | 11,924 | |
| Level 3 inputs: | | | | | | | |
| Loans held for sale | 16,092 | | | 16,092 | | | 8,906 | | | 8,906 | |
| Loans, net | 2,057,497 | | | 2,050,169 | | | 2,050,221 | | | 2,030,852 | |
| | | | | | | |
| Financial liabilities: | | | | | | | |
| Level 2 inputs: | | | | | | | |
| Deposits | 2,592,065 | | | 2,593,910 | | | 2,453,412 | | | 2,454,417 | |
| Advances from FHLB and other borrowings | 37,652 | | | 37,298 | | | 41,432 | | | 40,380 | |
| Subordinated debentures | 41,238 | | | 41,238 | | | 41,238 | | | 41,238 | |
| Accrued interest payable | 1,083 | | | 1,083 | | | 1,035 | | | 1,035 | |
Note 20:21: Related Party Transactions
In the ordinary course of business, the Bank makes loans to its (and to the Company's) executive officers and directors and to companies in which these officers and directors are principal owners. In the opinion of management, these loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons.
The following is a summary of loans made to such borrowers.
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Beginning balance | $ | 16,214 | | | $ | 16,651 | |
| Advances | 1,657 | | | 7,738 | |
| Payments | (2,840) | | | (8,175) | |
| Ending balance | $ | 15,031 | | | $ | 16,214 | |
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| Beginning balance | $ | 16,886 | | | | $ | 21,806 | |
| Advances | 6,145 | | | | 7,642 | |
| Payments | (5,227) | | | | (12,562) | |
| Ending balance | $ | 17,804 | | | | $ | 16,886 | |
The Bank had commitments to extend credit to these related parties amounting to $1,288$736,000 and $2,914$2.4 million at December 31, 20192023 and 2018,2022, respectively.
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 20: (Continued)
In addition, one of the Company’s directors serves as Chairman of the Boardboard of directors for an entity that provides insurance services to the Company. For the years ended December 31, 20192023, 2022, and 2018,2021 the Company paid $1,183$1.6 million, $2.0 million, and $1,152,$1.6 million, respectively, for these policies.
Note 21:22: Stock Based Compensation
Under the Company’s long-term incentive program, officers and directors are eligible to receive equity-based awards under the 20192018 Long-Term Incentive Plan (“LTIP”). In connection with awards granted under the 2018 LTIP, a maximum of 750,000 shares of BancPlus common stock may be issued. As of December 31, 2023, 352,290 shares of BancPlus common stock were available for issuance under the 2018 LTIP Plan. The awards may consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalent rights, performance unit awards, or any combination thereof. During the yearyears ended December 31, 2019,2023, 2022, and 2021 restricted stock awards (“RSA”) were granted for 61,88093,598, 99,457, and 90,927 shares of common stock.stock, respectively. RSAs granted under the LTIP generally vest over one to fiveten years. Nonvested restricted stock awards are included in the Company’s common stock outstanding. Compensation expense for RSAs granted under the LTIP is recognized over the vesting period of the awards based on the fair value of the stock at the grant date, with forfeitures recognized as they occur.
Stock based compensation that has been charged against income was $738$4.6 million, $4.3 million, and $193$2.3 million for the years ended December 31, 20192023, 2022, and 2018,2021, respectively. As of December 31, 2019,2023, there was $3,068$8.5 million of total unrecognized compensation cost related to nonvested RSAs. The cost is expected to be recognized over a remaining weighted average period of 2.92.8 years.
A summary of our equity-based award activity and related information for our RSAs is as follows:
| | | Number of Shares | | Weighted Average Grant Date Fair Value |
| January 1, 2018 | — | | | — | |
| Number of Shares | | | Number of Shares | | Weighted Average Grant Date Fair Value |
| January 1, 2021 | |
| Granted | Granted | 12,693 | | | $ | 53.00 | |
| Vested | Vested | — | | | — | |
| Forfeited | Forfeited | — | | | — | |
| December 31, 2018 | 12,693 | | | 53.00 | |
| December 31, 2021 | |
| Granted | Granted | 61,880 | | | 53.75 | |
| Vested | Vested | (5,480) | | | 53.00 | |
| Forfeited | Forfeited | — | | | — | |
| December 31, 2019 | 69,093 | | | $ | 53.67 | |
| December 31, 2022 | |
| Granted | |
| Vested | |
| Forfeited | |
| December 31, 2023 | |
Note 22:23: Summarized Financial Information of BancPlus Corporation
Summarized financial information of BancPlus Corporation (parent company only) is as follows.
Balance Sheets
| | | | | | | | | | | |
| (Dollars in thousands) | December 31, 2023 | | December 31, 2022 |
| Assets | | | |
| Cash and cash equivalents | $ | 73,646 | | | $ | 157,092 | |
| Investment in banking subsidiary | 775,884 | | | 664,368 | |
| Due from Oakhurst Development, Inc. | 29,104 | | | 30,189 | |
| Equity in undistributed loss of Oakhurst Development, Inc. | (22,818) | | | (22,609) | |
| Investment in statutory trusts | 1,704 | | | 1,704 | |
| Other assets | 2,193 | | | 1,827 | |
| $ | 859,713 | | | $ | 832,571 | |
| Liabilities and Shareholders' Equity | | | |
| Liabilities: | | | |
| Subordinated debentures payable to statutory trusts | $ | 133,677 | | | $ | 133,478 | |
| Accrued interest payable | 335 | | | 312 | |
| Deferred income taxes | 650 | | | 681 | |
| Total liabilities | 134,662 | | | 134,471 | |
| Redeemable common stock owned by ESOP | 84,998 | | | 96,984 | |
| Shareholders' equity, net of ESOP owned shares | 640,053 | | | 601,116 | |
| $ | 859,713 | | | $ | 832,571 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
| | | | | | | | | | | |
| December 31, 2019 | | December 31, 2018 |
| Assets | | | |
| Cash | $ | 14,028 | | | $ | 11,618 | |
| Investment in banking subsidiary | 287,777 | | | 265,699 | |
| Due from Oakhurst Development, Inc. | 31,898 | | | 34,185 | |
| Equity in undistributed loss of Oakhurst Development, Inc. | (26,253) | | | (22,133) | |
| Investment in statutory trusts | 1,238 | | | 1,238 | |
| Other assets | 919 | | | 1,781 | |
| $ | 309,607 | | | $ | 292,388 | |
| Liabilities and Stockholders' Equity | | | |
| Liabilities: | | | |
| Subordinated debentures payable to statutory trusts | $ | 41,238 | | | $ | 41,238 | |
| Accrued interest payable | 88 | | | 106 | |
| Deferred income taxes | — | | | 1 | |
| Note payable | 16,625 | | | 20,125 | |
| Other liabilities | 145 | | | 856 | |
| Total liabilities | 58,096 | | | 62,326 | |
| Redeemable common stock owned by ESOP | 79,308 | | | 70,507 | |
| Stockholders' equity, net of ESOP owned shares | 172,203 | | | 159,555 | |
| $ | 309,607 | | | $ | 292,388 | |
Statements of Income | | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Income: | | | | | |
| Dividends from banking subsidiary | $ | 28,800 | | | $ | 25,200 | | | $ | 21,600 | |
| Equity in undistributed income of banking subsidiary | 40,169 | | | 45,933 | | | 38,466 | |
| Equity in undistributed income (loss) of Oakhurst Development, Inc. | (209) | | | (230) | | | 167 | |
| Other income | 159 | | | 75 | | | 2,571 | |
| Total income | 68,919 | | | 70,978 | | | 62,804 | |
| | | | | |
| Expenses: | | | | | |
| Interest expense | 4,763 | | | 4,848 | | | 4,101 | |
| Other expenses | 6,794 | | | 8,120 | | | 3,889 | |
| Total expenses | 11,557 | | | 12,968 | | | 7,990 | |
| | | | | |
| Income before income taxes | 57,362 | | | 58,010 | | | 54,814 | |
| Income tax benefit | 2,773 | | | 2,765 | | | 1,638 | |
| Net income | $ | 60,135 | | | $ | 60,775 | | | $ | 56,452 | |
| | | | | | | | | | | |
| Year Ended December 31, 2019 | | Year Ended December 31, 2018 |
| Income: | | | |
| Dividends from banking subsidiary | $ | 18,000 | | | $ | 16,200 | |
| Equity in undistributed income of banking subsidiary | 22,078 | | | 4,188 | |
| Equity in undistributed loss of Oakhurst Development, Inc. | (265) | | | (5,852) | |
| Other income | 48 | | | 44 | |
| Total income | 39,861 | | | 14,580 | |
| | | |
| Expenses: | | | |
| Interest expense | 719 | | | 850 | |
| Other expenses | 3,461 | | | 2,021 | |
| Total expenses | 4,180 | | | 2,871 | |
| | | |
| Income before income taxes | 35,681 | | | 11,709 | |
| Income tax benefit | 719 | | | 704 | |
| Net Income | $ | 36,400 | | | $ | 12,413 | |
Statements of Comprehensive Income
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| | | | | |
| Net income | $ | 60,135 | | | $ | 60,775 | | | $ | 56,452 | |
| | | | | |
| Other comprehensive income (loss), net of tax: | | | | | |
| Unrealized gains (losses) on securities available for sale | 15,907 | | | (57,312) | | | (9,198) | |
| Tax effect | (3,961) | | | 14,271 | | | 2,290 | |
| Total other comprehensive income (loss), net of tax | 11,946 | | | (43,041) | | | (6,908) | |
| Comprehensive income | $ | 72,081 | | | $ | 17,734 | | | $ | 49,544 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Note 22: (Continued)
| | | | | | | | | | | |
| Year Ended December 31, 2019 | | Year Ended December 31, 2018 |
| | | |
| Net income | $ | 36,400 | | | $ | 12,413 | |
| | | |
| Other comprehensive income, net of tax: | | | |
| Change in unrealized gains (losses) on securities available for sale | 1,003 | | | 171 | |
| Reclassification adjustment-legislative rate change | — | | | (99) | |
| Tax effect | (250) | | | (43) | |
| Total other comprehensive income, net of tax | 753 | | | 29 | |
| Comprehensive income | $ | 37,153 | | | $ | 12,442 | |
BancPlus Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(In Thousands, Except Share Data)
Statements of Cash Flows
| | Year Ended December 31, 2019 | | Year Ended December 31, 2018 |
| Year Ended December 31, | | | Year Ended December 31, |
| (Dollars in thousands) | | (Dollars in thousands) | 2023 | | 2022 | | 2021 |
| Cash flows from operating activities: | Cash flows from operating activities: | | | |
| Net income | |
| Net income | |
| Net income | Net income | $ | 36,400 | | | $ | 12,413 | |
| Adjustments to reconcile net income to net cash from operating activities: | Adjustments to reconcile net income to net cash from operating activities: | |
| Common stock released by ESOP | Common stock released by ESOP | 985 | | | 986 | |
| Common stock released by ESOP | |
| Common stock released by ESOP | |
| Stock based compensation expense | Stock based compensation expense | 105 | | | 193 | |
| Equity in undistributed income of banking subsidiary | Equity in undistributed income of banking subsidiary | (22,078) | | | (4,188) | |
| Equity in undistributed loss of Oakhurst Development, Inc. | 265 | | | 5,852 | |
| Equity in undistributed (income) loss of Oakhurst Development, Inc. | |
| Other, net | Other, net | 108 | | | (797) | |
| Net cash from operating activities | Net cash from operating activities | 15,785 | | | 14,459 | |
| | Cash flows from investing activities: | Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Cash flows from investing activities: | |
| Acquisition of First Trust Corporation | |
| Acquisition of First Trust Corporation | |
| Acquisition of First Trust Corporation | |
| Investment in banking subsidiary | |
| Investment in Oakhurst Development, Inc. | Investment in Oakhurst Development, Inc. | 2,312 | | | 3,017 | |
| Net cash from investing activities | 2,312 | | | 3,017 | |
| Net cash from (used in) investing activities | |
| | Cash flows from financing activities: | Cash flows from financing activities: | |
| Cash flows from financing activities: | |
| Cash flows from financing activities: | |
| Proceeds from other borrowings | |
| Proceeds from other borrowings | |
| Proceeds from other borrowings | |
| Payments on other borrowings | Payments on other borrowings | (3,500) | | | (3,500) | |
| Common stock acquired by ESOP | (2,499) | | | | — | |
| Issuance of common stock | |
| Issuance of preferred stock | |
| Purchase of Company stock | |
| Shares withheld to pay taxes on restricted stock vesting | Shares withheld to pay taxes on restricted stock vesting | (46) | | | — | |
| Cash dividends paid on common stock | Cash dividends paid on common stock | (9,642) | | | (9,020) | |
| Net cash used in financing activities | (15,687) | | | (12,520) | |
| Net cash from (used in) financing activities | |
| | Net change in cash and cash equivalents | Net change in cash and cash equivalents | 2,410 | | | 4,956 | |
| Net change in cash and cash equivalents | |
| Net change in cash and cash equivalents | |
| | Cash at beginning of year | 11,618 | | | 6,662 | |
| Cash and cash equivalents at beginning of year | |
| Cash and cash equivalents at beginning of year | |
| Cash and cash equivalents at beginning of year | |
| | Cash at end of year | $ | 14,028 | | | $ | 11,618 | |
| Cash and cash equivalents at end of year | |
| Cash and cash equivalents at end of year | |
| Cash and cash equivalents at end of year | |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Based upon their evaluation as of December 31, 2023, our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has concluded that our disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are effective for ensuring that information the Company is required to disclose in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 15d-15(f). As of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “2013 Internal Control - Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2023.
Changes in Internal Control over Financial Reporting
There was no change in the Company's internal control over financial reporting identified in connection with the evaluation required by Rule 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Securities Trading Plans of Directors and Officers
During the three months ended December 31, 2023, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Ethics
BancPlus has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer and principal accounting officer.A copy of the Code of Ethics is attached hereto as Exhibit 14.1.
Board of Directors
The BancPlus board of directors is divided into three classes, with each director serving a three-year term and until his or her successor is elected or qualified, or until his or her earlier death, resignation or removal. The election of directors is staggered so that only one class of the BancPlus board of directors is elected at each annual meeting. The terms of the Class I directors expire at the 2026 annual meeting. The terms of the Class II directors expire at the 2024 annual meeting. The terms of the Class III
directors expire at the 2025 annual meeting. The BancPlus directors discharge their responsibilities throughout the year at board of directors and committee meetings and also through telephone contact and other communications with BancPlus’ executive officers. The directors elected to each of Class I, Class II and Class III, as well as their respective ages, as of the date of this Annual Report on Form 10-K, are set forth below.
| | | | | | | | | | | | | | |
| Name | Age | Director Since | Class | Independent |
| Kirk A. Graves | 59 | 2020 | III | No |
| David Guidry | 66 | 2022 | III | Yes |
| Randall E. Howard | 76 | 2015 | II | Yes |
| B. Bryan Jones III | 74 | 2000 | III | Yes |
| R. Eason Leake | 77 | 2015 | II | No |
| Ryan J. Lopiccolo | 41 | 2022 | II | Yes |
| R. Hal Parker | 77 | 2008 | II | Yes |
| John F. Phillips III | 74 | 1988 | II | Yes |
| William A. Ray | 68 | 1987 | III | No |
| Staci H. Tyler | 43 | 2022 | I | Yes |
| Eugene F. Webb, Jr. | 64 | 2022 | I | No |
| Charles R. White | 63 | 2024 | I | Yes |
| Max S. Yates | 65 | 2000 | III | No |
The table below provides the current composition for each of the standing committees of the board of directors.
| | | | | | | | | | | | | | | | | |
| Name | Audit | Compensation | Nominating & Corporate Governance | Risk | Trust |
| Kirk A. Graves | | | | | |
| David Guidry | Member | | Member | Member | |
| Randall E. Howard | Member | Member | | Member | |
| B. Bryan Jones III | | Chair | Chair | Member | Chair |
| R. Eason Leake | | | | Member | |
| Ryan J. Lopiccolo | Member | Member | | Member | Member |
| R. Hal Parker | Member | Member | Member | Chair | |
| John F. Phillips III | Member | | Member | Member | |
| William A. Ray | | | | | |
| Staci H. Tyler | Chair | Member | Member | Member | |
| Eugene F. Webb, Jr. | | | | | |
| Charles R. White | | | | Member | |
| Max S. Yates | | | | | Member |
Executive Officers
BancPlus’ executive officers are appointed by BancPlus’ board of directors and hold office until their successors are duly appointed and qualified or until their earlier death, resignation or removal. Each of BancPlus’ current executive officers, as well as their ages, is set forth below.
| | | | | | | | |
| Name | Position | Age |
| William A. Ray | Vice Chairman, President and Chief Executive Officer | 68 |
| Eugene F. Webb, Jr. | Senior Executive Vice President and Chief Banking Officer | 64 |
| Kirk A. Graves | Senior Executive Vice President and Chief Operating Officer | 59 |
| Karlen Turbeville | Senior Executive Vice President and Chief Financial Officer | 64 |
| Gregory A. Ray | Senior Executive Vice President and Chief Risk Officer | 58 |
| Max S. Yates | Senior Executive Vice President and Chief Strategy Officer | 65 |
| T. Fillmore Hall | Senior Executive Vice President and Chief Credit Officer | 59 |
Background of Executive Officers and Directors
A brief description of the background of each of BancPlus’ executive officers and directors is set forth below.
Executive Officers:
William A. “Bill” Ray. Mr. Ray, who is also a director and Vice Chairman of the BancPlus board, has served as the BancPlus President and Chief Executive Officer since 1986. As President and CEO, Mr. Ray is responsible for leading and managing all facets of BancPlus operations, including establishing its long-term goals, strategies, and corporate vision. Mr. Ray was the Chief Financial Officer at BankPlus from 1983 to 1986. He has served on the BancPlus board of directors since 1987. Prior to joining BankPlus, Mr. Ray was a Supervising Senior Accountant at Peat, Marwick, Mitchell & Co in Jackson, Mississippi from 1981 to 1983. He continues to hold his certified public accountant certification. Mr. Ray’s leadership, together with the skills and knowledge of the banking industry and BankPlus gained during his tenure with BancPlus, has been instrumental to BancPlus’ recent growth and success. In addition, Mr. Ray brings to the BancPlus board of directors and franchise a unique blend of banking experience that is extremely valuable to BancPlus as it looks to grow its franchise in legacy and new markets.
Mr. Ray holds a Bachelor of Business Administration in Accounting from the University of Mississippi. Mr. Ray is not related to Mr. Gregory A. Ray, a Senior Executive Vice President and the Chief Risk Officer of the Company.
Eugene F. “Jack” Webb, Jr. Mr. Webb, who serves as a director, holds the position of President and Chief Executive Officer of BankPlus. He has served as BancPlus Senior Executive Vice President and Chief Banking Officer since his appointment in January 2018. Prior to his current position, he held various positions with BancPlus, including Senior Executive Vice President and Chief Community Banking Officer from 2012 to 2018; Senior Executive Vice President and President—South Region from 2004 to 2012; Executive Vice President and President—South Region from 2000 to 2004; Senior Vice President and Director of Risk Management from 1998 to 2000; and Vice President and Director of Risk Management from 1996 to 1998. From 1990 to 1996, Mr. Webb was a National Bank Examiner with the Comptroller of Currency in Jackson, Mississippi. He started his long career in the banking industry with positions as an Associate National Bank Examiner from 1986 to 1989 and as a Vice President—Credit Department Manager of Altus Bank from 1989 to 1990.
Mr. Webb holds Bachelor of Business Administration in Banking & Finance and Managerial Finance from University of Mississippi and a Master of Business Administration, Finance from Memphis State University.
Kirk A. Graves. Mr. Graves, who also serves as a director, has served as Senior Executive Vice President and Chief Operating Officer since 2020. He also serves as Senior Executive Vice President and Chief Operating Officer of BankPlus. Mr. Graves previously served as Chief Executive Officer of SCC, the entity with which BancPlus merged in 2020 and as Chief Executive Officer and Chairman of the board of directors of SBT, a banking subsidiary of SCC, since 2016. He served as a director of SBT from 2004 to 2020. Previously, Mr. Graves served as Chief Financial Officer of SBT from 2002-2015. Prior to joining SCC, Mr. Graves worked at Trustmark National Bank from 1994-2002, first as Vice President for Public Finance and then as Vice President—Bank Funding Manager. From 1993-1994, Mr. Graves was an investment officer at Sunburst Financial Group. He began his career in the banking industry as Assistant Vice President for Credit Administration from 1987-1992 at Eastover Bank for Savings. Mr. Graves brings over thirty years of banking experience to his position; additionally, he holds the Chartered Financial Analyst designation and is a Certified Public Accountant.
Mr. Graves holds a Bachelor of Business Administration in Banking and Finance and in Managerial Finance, as well as a Masters of Business Administration, from the University of Mississippi.
Karlen Turbeville. Ms. Turbeville has served as Senior Executive Vice President and Chief Financial Officer since 2022. She served as Executive Vice President and Chief Accounting Officer at BancPlus from March 2020 to June 2022. In addition, she
served as BancPlus’ Senior Vice President and Controller from May 2017 to March 2020 and worked as a consultant with BancPlus from 2011 to 2017. Prior to joining BancPlus, Ms. Turbeville was active in various wireless businesses and development entities. Ms. Turbeville was a founder and Senior Vice President of Tritel Inc, a large AT&T affiliate. In that capacity she was responsible for all finance, revenue, customer operation and pricing functions. As a member of the senior executive team of Tritel, she was instrumental in raising over $1.3 billion in combined public and private equity, senior secured credit facilities, a Rule 144A private offering of senior subordinated notes and completed a successful IPO. Ms. Turbeville has more than 40 years of public and industry accounting and consulting experience. Ms. Turbeville is a Certified Public Accountant. She is a member of both the American Institute of Certified Public Accountants and the Mississippi Society of Certified Public Accountants.
Ms. Turbeville holds a Bachelor’s Degree in Accounting from the University of Mississippi.
Max S. Yates. Mr. Yates has served as a director since 2000 and Senior Executive Vice President and Chief Strategy Officer since 2020 and is a member of the Trust Committee. He previously served as Senior Executive Vice President and Chief Risk Officer from 2012 to 2020. He served as Executive Vice President and Chief Risk Officer from 2006 to 2012. Prior to serving as Chief Risk Officer, he served as BankPlus’ Director of Treasury from 2000 to 2006 and Chairman of BankPlus’ Asset Liability Committee from 2000 to 2007. Additionally, Mr. Yates has served as a member of the BancPlus board of directors and as Secretary of the BancPlus board of directors since 2000. Prior to joining BancPlus, he was Senior Vice President of First National Bank of Holmes County from 1989 to 2000. Since starting his career in the banking industry in 1981, Mr. Yates has held various positions, including working as a Fixed Income Institutional Sales Advisor at a regional investment firm, advising community banks, and working in investments and treasury at two publicly traded financial institutions. Since 2014, he has served as a member of the board of directors of the Community Development Bankers Association. He also served on the Mississippi Public Funds Guaranty Pool Board and on the FHLB of Dallas’ Member Advisory Council and is on the board of directors of the Mississippi Economic Council. Previously, Mr. Yates served on the board of directors of the Mississippi Bankers Association from 2010 to 2014, and currently serves on the legislative committee. His more than 40 years in the banking industry, as well as his relationships in the community, make him well qualified to serve as a director of BancPlus.
Mr. Yates holds a Bachelor of Business Administration from University of Mississippi and is a graduate of the Graduate School of Banking at Louisiana State University.
Gregory A. “Greg” Ray. Mr. Ray has served as Senior Executive Vice President and Chief Risk Officer since 2020. He previously served as Senior Executive Vice President and Chief Administrative Officer from 2018 to 2020. Additionally, Mr. Ray served as Executive Vice President—Community Banking of BankPlus from 2015 to 2018. Prior to joining BancPlus, he held several positions with BancorpSouth, including Executive Vice President and Chief Banking Officer from June 2014 to September 2014; Executive Vice President—Community Banking from 2012 to 2014; Senior Vice President Branch Administration from 2009 to 2012; and Senior Vice President Funds Management from 2003 to 2009. Mr. Ray has over 30 years of experience in the banking industry and holds the Chartered Financial Analyst designation.
Mr. Ray holds a Bachelor of Business Administration in Banking & Finance from Mississippi State University, is a graduate of the ABA Stonier Graduate School of Banking, and holds a Wharton Leadership Certificate from the University of Pennsylvania. Mr. Ray is not related to William A. Ray, the BancPlus President and Chief Executive Officer and director.
T. Fillmore “Fil” Hall. Mr. Hall has served as Senior Executive Vice President and Chief Credit Officer since 2022. He previously served as Executive Vice President and Chief Credit Officer from 2012 to 2022 and as Senior Vice President and Director of Loan Review from 1999 to 2012. Mr. Hall has worked in the banking industry for over 30 years, including working as a commissioned field examiner for the FDIC from 1986 to 1999.
Mr. Hall holds a Banking and Finance degree from the University of Alabama.
Directors:
David Guidry. Mr. Guidry has served as a director of BancPlus since 2022 and is a member of the Nominating and Corporate Governance Committee, Audit Committee, and Risk Committee. Prior to the FTC Merger, Mr. Guidry had served as a Vice- Chairman of the FTC board since 2002. Since 1982, Mr. Guidry has served as the President and Chief Executive Officer of Guico Industries, a manufacturer and distributor of equipment used in the exploration and development of oil fields and serving the entire North American oil patch, and founded its predecessor, Guico Machine Works, Inc., in 1982. Mr. Guidry previously served as a director of the New Orleans branch of the Federal Reserve Bank of Atlanta, the Boy Scouts of America, the Louisiana Children’s Museum, the Louisiana Minority Business Council, Idea Village, Jefferson Parish and the Northshore business council. He previously served as Chairman of the board of commissioners of the Port of New Orleans, as a member and Chairman of the audit committee of the Louisiana University System Board of Supervisors, and as a trustee of Baptist Community Ministries. He has received numerous federal, state and local honors, including the Small Business Administration Minority
Business Award and Manufacturer of the Year, Louisiana Lantern Award and Young Leadership Council Role Model Award. Mr. Guidry’s background as a chief executive officer for almost four decades, and his extensive community, business and financial experience serving as a director of and serving on and chairing numerous audit committees of several for- and non-profit entities make him qualified to serve on the BancPlus board.
Mr. Guidry attended the Amos Tuck School of Business at Dartmouth University after graduating from T.H. Harris Technical College.
Randall E. Howard. Mr. Howard has served as a director and Vice Chairman of the BancPlus board of directors and the BankPlus board of directors since 2015 and has served as Lead Director since March 2020. He serves as a member of the Audit Committee, the Compensation Committee, and Risk Committee. Mr. Howard served as President of Commercial Banking of Hibernia Corp. and Hibernia National Bank from 2003 to 2005, with responsibility for commercial and middle-market corporate banking, including commercial real estate, energy/maritime, commercial mortgage capital, treasury management, energy investments, leasing, Hibernia insurance, and public fund sales, and served as a member of the board of directors of Hibernia Corp. and Hibernia National Bank. Prior to that, he served as Chief Commercial Banking Executive of Hibernia Corp. and Hibernia National Bank from 2000 to 2003 and as Chairman of the Southeast Region for Hibernia Corp. and Hibernia National Bank from 1998 to 2000. Mr. Howard was a member of the board of directors of Hibernia Corp. and Hibernia National Bank from 2000 to 2005. From 1987 to 1998, he served as President and Chief Executive Officer of Argent Bank, a Louisiana banking association headquartered in Thibodaux, Louisiana, which was merged with and into Hibernia National Bank in 1998. Mr. Howard has served as a director of First Bank and Trust and First Trust Corporation since 2009. Mr. Howard’s over 35 years of experience in the financial service industry, his understanding of the regulatory structure in which BancPlus operates, his experience on the boards of other banks, and his contacts in markets served by BankPlus make him well qualified to serve on the BancPlus board of directors.
Mr. Howard earned a Bachelor of Science in Finance from the University of Southern Mississippi and is a graduate of the School of Banking of the South at Louisiana State University.
B. Bryan Jones III. Mr. Jones has been Chairman of the board of directors of BancPlus since 2022 and has served as a director since 2000. He is chair of the Nominating and Corporate Governance Committee, Compensation Committee, and Trust Committee and serves as a member of the Risk Committee. Mr. Jones was a Senior Executive Vice President and Chief Private Banking Officer of BankPlus from 2012 until his retirement in March 2019. Prior to 2010, he held various positions at BankPlus, including Senior Executive Vice President and President—North Region. Mr. Jones has also developed valuable board of directors experience through his service on other boards, serving as a director of Staplcotn, one of the largest cotton marketing cooperatives in the United States, from 1998 until September 2020. Additionally, he serves on the civic board of the Mississippi Chapter of the Nature Conservancy. His knowledge of BancPlus’ products and services and the regulatory environment in which it operates, as well as his relationships in the community, make him well qualified to serve as a director of BancPlus.
Mr. Jones holds a Bachelor in Business Administration from the University of Mississippi.
R. Eason Leake. Mr. Leake has served as a director of BancPlus since 2015, and is a member of the Risk Committee. Mr. Leake’s leadership experience as Chief Executive Officer from 1999 to 2012 and Chairman of the Board from 2002 to the present of Ross & Yerger, an insurance company, add significant value to the BancPlus board of directors. Mr. Leake was also a director from 2009 until 2010 and Interim Chief Executive Officer from May 2010 until August 2010 at Infinity Business Group, Inc., when it entered into Chapter 7 bankruptcy under the United States Bankruptcy Code. He started his career in banking at People’s Bank in Tupelo, Mississippi, as an assistant cashier. He is certified as a Chartered Property Casualty Underwriter and currently works as a producer at Ross & Yerger. With over 40 years of experience serving community banks, Mr. Leake has expertise in collateral protection strategies, asset and fee income growth strategies, and strategic planning. In addition, Mr. Leake currently serves as Chairman of the board of directors of PriorityOne Capital Corporation and is a director of PriorityOne Bank, further augmenting his experience. Mr. Leake’s prior banking experience, extensive managerial and leadership experience gained through his years with Ross & Yerger, and relationships in the markets BancPlus serves make him well qualified to serve on the BancPlus board of directors.
Mr. Leake earned a Bachelor of Arts in Economics from Millsaps College.
Ryan J. Lopiccolo. Mr. Lopiccolo has served as a director of BancPlus since 2022 and served as a director of FTC from 2014 until the FTC Merger. Mr. Lopiccolo is a member of the Audit Committee, Compensation Committee, Risk Committee, and Trust Committee. During his time as a director of FTC, Mr. Lopiccolo’s duties included serving on FTC’s audit, loan, and M&A committees, in addition to serving on various executive committees. Since 2014, Mr. Lopiccolo has served as Executive Vice President of Columbus Properties, a real estate development firm. Mr. Lopiccolo’s diverse background, including years of restaurant entrepreneurship and retail experience specializing in e-commerce, payment processing and commercial real estate make him qualified to serve on the BancPlus board.
Mr. Lopiccolo holds a Bachelor’s of Business Administration from the University of San Diego.
R. Hal Parker. Mr. Parker has served as a director of BancPlus since 2008. He is a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. He also serves as Chairman of the Risk Committee. Mr. Parker began his career in catalog store management from 1972 to 1976, before working with Climate Masters, Inc. from 1976 to 1996. In 1982, Mr. Parker founded Sunbelt Wholesale Supply Co., a regional distributor of fiberglass insulation and residential roofing products, which later was acquired by Service Partners, LLC, the largest distributor of fiberglass insulation in the United States. Through his work with Sunbelt Wholesale and Service Partners, Mr. Parker honed his business acumen and leadership experience. From 2000 to 2006, Mr. Parker was a partner in Mississippi Roofing Supply. He is currently a general partner in Parker Land, LLC, which he founded in 2002, and a managing member of Sunbelt-Mitchell LLC and related entities operating an automobile dealership in Mississippi. He has also been active in various real estate holding and development entities for over 20 years. Mr. Parker is dedicated to community involvement and has been a member of the board of trustees of the Mississippi Institution of Higher Learning since 2012. From 1996 to 1999, he also served as a director of the Rankin Health Foundation and Rankin First. Mr. Parker’s extensive managerial responsibilities and depth of knowledge gained from his years of business experience, relationships in the markets BancPlus serves, and community involvement make him well qualified to be a member of the BancPlus board of directors.
Mr. Parker holds a Bachelor of Science in Business from Mississippi State University.
John F. Phillips III. Mr. Phillips has been a director of BancPlus since 1988 and is a member of the Nominating and Corporate Governance Committee, Audit Committee and Risk Committee. He also sits on the board of directors of BankPlus. His principal occupation is in farming and agriculture, as an owner and manager of farming and land ownership company Phillips Planting Company in Holly Bluff, Mississippi, a position he has held since 1985. He has been an owner and manager of each of Phillips Farm Elevator, a grain merchandising company, from 2007 to present, and Sleepy Hollow II, LLC, a land ownership company, from 2010 to present. He has also been owner of Phillips Farms, the holding company for Silver Creek Gin Company, a commercial cotton ginning company, since 1999. Additionally, he was named President of Silver Creek Gin Company in 1999 and has been an owner and manager of Producer’s Flying Service, a flying service company, since 1992. Formerly, Mr. Phillips was a partial owner of each of Lexington Homes, a mobile home manufacturing and sales company, from 2004 to 2016, Phillips Brother’s Farms, a commercial catfish farming company, from 1980 to 2016, and Phillips Brother’s Land, a land ownership company, from 2010 to 2012. He also holds an ownership interest in fourteen additional companies. Mr. Phillips’s broad managerial and entrepreneurial experience as an owner of multiple companies and seasoned business judgment are among his qualifications to be a member of the BancPlus board of directors.
Staci H. Tyler. Ms. Tyler has been a director of BancPlus since 2022 and is chair of the Audit Committee and a member of the Compensation Committee, Risk Committee and Nominating and Corporate Governance Committee. She also sits on the board of directors of BankPlus. Her principal occupation is Senior Vice President, Chief Accounting Officer, Chief Administrative Officer and Secretary of EastGroup Properties, where she has worked since 2007 and has served as Assistant Controller, Vice President and Controller during that time. Prior to joining EastGroup, she served as Senior Audit Associate with KPMG. Ms. Tyler is a Certified Public Accountant. Ms. Tyler’s extensive accounting, auditing and finance experience are among her qualifications to serve on the BancPlus board of directors.
Ms. Tyler graduated from the University of Mississippi with both a Bachelor of Accountancy and a Masters of Accountancy.
Charles R. White. Mr. White has been a director of BancPlus since 2024 and is a member of the Risk Committee. He also sits on the board of directors of BankPlus. His principal occupation is Managing Director in the Fixed Income Capital Markets Division of Stifel Financial, where he has worked since 1998 having been an Executive Managing Director at Sterne Agee & Leach Inc. prior to its merger with Stifel in 2015. Mr. White has extensive experience in financial markets, particularly financial institution accounting and regulatory analytics, interest rate analytics, fixed income credit research and financial institution strategies. He previously served as a director to State Capital Corp. and State Bank & Trust Company prior to their acquisition by the BancPlus in 2020. Mr. White’s over 40 years of experience working closely with banks and their management teams to navigate the changing environment of financial markets and his prior experience on the boards of other banks are among his qualifications to serve on the BancPlus board of directors.
Mr. White holds a Bachelor in Banking and Finance from the University of Mississippi and a General Securities Principal Designation.
Corporate Governance Principles and Board Matters
Director Independence. Shares of BancPlus common stock are not listed on a national securities exchange or an inter-dealer quotation system that would require that a majority of BancPlus’ board of directors consist of independent directors. Under these
circumstances, the rules of the SEC require that BancPlus identify which of its directors is independent using a definition for independence for directors of a national securities exchange or inter-dealer quotation system, which has a requirement that a majority of the board of directors be independent. The BancPlus board of directors has undertaken a review of the independence of each director based upon the rules of the Nasdaq Stock Market, including applicable independence requirements for committees of the board of directors. Applying these standards, the BancPlus board of directors has affirmatively determined that, with the exception of Messrs. W. Ray, Webb, Yates, Leake, and Graves, each of BancPlus’ directors qualifies as an independent director under the applicable rules. BancPlus’ Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are comprised entirely of independent directors.
In making independence determinations, the BancPlus board of directors has considered the current and prior relationships that each director has with BancPlus and all other facts and circumstances the BancPlus board of directors deemed relevant in determining their independence, including the beneficial ownership of BancPlus capital stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Transactions.”
Compensation Committee Interlocks and Insider Participation. None of the BancPlus executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the BancPlus directors or on the Compensation Committee.
Audit Committee Financial Expert. The BancPlus board of directors has determined that Ms. Tyler, who chairs the Audit Committee, is an “audit committee financial expert” in accordance with SEC rules and regulations.
ITEM 11. EXECUTIVE COMPENSATION
Executive Compensation
As an emerging growth company under the JOBS Act, BancPlus has opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit it to limit reporting of executive compensation to its principal executive officer and its two other most highly compensated executive officers, which collectively are referred to as BancPlus’ “named executive officers.”
BancPlus’ named executive officers for the year ended December 31, 2023 were:
•William A. Ray, Vice Chairman, President and CEO of BancPlus
•Eugene F. Webb, Jr., Senior Executive Vice President and Chief Banking Officer of BancPlus and President and Chief Executive Officer of the Bank
•Kirk A. Graves, Senior Executive Vice President and Chief Operating Officer of BancPlus and the Bank
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by each of BancPlus’ named executive officers for the years ended December 31, 2023 and 2022. Unless otherwise noted, all cash compensation for each of BancPlus’ named executive officers was paid by BankPlus.
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| Name and Principal Position | | Year | | Salary
($) | | Stock Awards ($) (1) | | Non-Equity Incentive Plan Compensation ($) (2) | | All Other Compensation ($) (3) | | Total
($) |
| William A. Ray | | 2023 | | 683,077 | | | 594,008 | | | 431,857 | | | 120,374 | | | 1,829,316 | |
| Vice Chairman, President and CEO | | 2022 | | 653,077 | | | 472,495 | | | 471,514 | | | 100,782 | | | 1,697,868 | |
| Eugene F. Webb, Jr. | | 2023 | | 545,385 | | | 290,296 | | | 344,234 | | | 69,547 | | | 1,249,462 | |
| SEVP and Chief Banking Officer | | 2022 | | 399,138 | | | 191,100 | | | 245,759 | | | 43,498 | | | 879,495 | |
| Kirk A. Graves | | 2023 | | 373,077 | | | 236,295 | | | 190,267 | | | 56,424 | | | 856,063 | |
| SEVP and Chief Operating Officer | | 2022 | | 346,031 | | | 174,720 | | | 200,036 | | | 41,675 | | | 762,462 | |
(1)On April 1, 2023, BancPlus’ named executive officers received restricted stock awards under the long-term incentive program for 2018, as discussed below. The grant date fair value of the unvested awards set forth in this column is computed in accordance with ASC 718 and based on the December 31, 2022 value of $66.75 per share of BancPlus common stock, which was the latest appraisal received by BancPlus for purposes of administering the ESOP as of that
time. As previously disclosed, this appraised value was determined solely for purposes of the ESOP’s administration and is therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of BancPlus common stock, is presented for illustrative purposes only and should not be relied on for any reason. Neither BancPlus nor the ESOP has any obligation to seek an adjusted valuation, to use these appraised values for any other purpose or, if BancPlus or the ESOP obtains a new appraised value, to disclose such new appraised value.
(2)Amounts represent performance-based cash bonuses earned under BancPlus’ annual incentive program, as discussed further below.
(3)The following table details the amounts included in All Other Compensation:
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| | Year | | Use of Company Vehicle
($) | | Country Club Dues
($) | | Dividends on Restricted Stock
($) | | 401(k) Employer Contributions
($) | | Life Insurance Premiums
($) | | Director Fees ($) (1) | | Spousal Travel ($) (2) | | Car/Cell Phone Allowance
($) |
| Mr. Ray | | 2023 | | 2,728 | | | 21,148 | | | 28,775 | | | 13,200 | | | 31,137 | | | 22,400 | | | 986 | | | — | |
| | 2022 | | 3,607 | | | 19,906 | | | 23,693 | | | 12,200 | | | 26,976 | | | 14,400 | | | — | | | — | |
| Mr. Webb | | 2023 | | — | | | 9,420 | | | 12,686 | | | 13,200 | | | 10,314 | | | 22,400 | | | 1,527 | | | — | |
| | 2022 | | — | | | 7,860 | | | 9,615 | | | 12,200 | | | 9,023 | | | 4,800 | | | — | | | — | |
| Mr. Graves | | 2023 | | — | | | 3,360 | | | 10,081 | | | 13,200 | | | 4,968 | | | 22,400 | | | 1,215 | | | 1,200 | |
| | 2022 | | — | | | 3,320 | | | 6,174 | | | 12,200 | | | 4,381 | | | 14,400 | | | — | | | 1,200 | |
(1)Represents an attendance fee for attending the regular monthly board of directors meeting.
(2)Represents incremental cost to the Company for spousal attendance at business events.
BancPlus’ Executive Compensation Program
The BancPlus Compensation Committee and the board of directors oversees BancPlus’ executive compensation program, which includes both annual and long-term performance-based incentive programs that BancPlus believes are market-competitive and linked to the strategic objectives of BancPlus. In developing the executive compensation program, the Compensation Committee considered, among other things, the advice and recommendation of its compensation consultant.
Annual Incentive Program
Under BancPlus’ annual incentive program (“AIP”), each executive officer has a target annual award amount based on a multiple of his or her base salary. The executive officers are eligible to earn the annual award in cash based on BankPlus’ performance relative to metrics that are aligned with the strategic objectives of BancPlus, as established by the Compensation Committee from year to year. Annual awards for threshold performance start at 50% of the target amount, with maximum performance earning 150% of the target amount. Performance below the threshold level results in no payout for that metric.
For 2023, each of Mr. Ray and Mr. Webb’s target AIP award was 50% of his respective base salary and Mr. Graves’ target AIP award was 40% of his base salary. The 2023 AIP awards were based on five corporate performance metrics of various weights: adjusted net operating income, weighted 25%; ratio of nonperforming assets to total assets, weighted 25%; deposit growth, weighted 20%; adjusted efficiency ratio, weighted 15%; and loan growth, weighted 15%, with each metric having a defined threshold, target, and maximum performance goal. In February 2024, the Compensation Committee determined that BancPlus had reached maximum performance level on the ratio of nonperforming assets to total assets and deposit growth metrics. BancPlus achieved 121.0% on the net operating income metric, 122.3% on the adjusted efficiency ratio metric, and 60.5% on the loan growth metric for 2023. Therefore Mr. Ray, Mr. Webb and Mr. Graves each received 125.2% of the maximum 150% target award under the AIP.
Long-Term Incentive Program
Under BancPlus’ long-term incentive program (“LTIP”), BancPlus’ executive officers are eligible to receive equity-based awards under the 2018 Long-Term Incentive Plan (the “2018 Plan”). Each executive officer has a target LTIP award value based on a multiple of his or her base salary and is eligible to receive an LTIP award based on BancPlus’ performance relative to a performance metric or metrics determined by the Compensation Committee. LTIP awards for threshold performance start at 50% of target value, with maximum performance resulting in an award determined using 150% of the target value. No grant is made for results falling below threshold performance. For 2023, LTIP awards were based on return on equity and the Compensation Committee determined that BancPlus achieved maximum performance.
Outstanding Equity Awards
The following table provides information regarding outstanding equity awards held by each of BancPlus’ named executive officers on December 31, 2023.
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| | Stock Awards |
| Name | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (1) | | Market Value of Shares or Units That Have Not Vested (2) |
| Mr. Ray | | April 1, 2021 | | 2,927 | | | $ | 171,230 | |
| | April 1, 2022 | | 4,616 | | | 270,036 | |
| | April 1, 2023 | | 8,899 | | | 520,592 | |
| Mr. Webb | | April 1, 2021 | | 1,195 | | | 69,908 | |
| | April 1, 2022 | | 1,867 | | | 109,220 | |
| | April 1, 2023 | | 4,349 | | | 254,417 | |
| Mr. Graves | | April 1, 2021 | | 820 | | | 47,970 | |
| | April 1, 2022 | | 1,707 | | | 99,860 | |
| | April 1, 2023 | | 3,540 | | | 207,090 | |
(1)The grants vest annually in equal increments over three years.
(2)The market value of the unvested awards as of December 31, 2023 is based on the December 31, 2023 value of $58.50 per share of BancPlus common stock, which was the latest appraisal received by BancPlus for purposes of administering the ESOP. As previously disclosed, this appraised value was determined solely for purposes of the ESOP’s administration and is therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of BancPlus common stock, is presented for illustrative purposes only and should not be relied on for any reason. Neither BancPlus nor the ESOP has any obligation to seek an adjusted valuation, to use these appraised values for any other purpose or, if BancPlus or the ESOP obtains a new appraised value, to disclose such new appraised value.
Ray & Webb Employment Agreements
BancPlus entered into employment agreements with Mr. Ray (the “Ray Employment Agreement”) and Mr. Webb (the “Webb Employment Agreement” and, together with the Ray Employment Agreement, the “Employment Agreements”) effective January 1, 2024. The Ray Employment Agreement replaced BancPlus’ Employment Agreement with Mr. Ray, dated January 1, 2018, as amended, that expired in accordance with its terms on December 31, 2023. Mr. Webb was previously party to a Change in Control Agreement with BancPlus, dated January 1, 2018, the terms of which have been superseded by the Webb Employment Agreement. The term of each Employment Agreement expires on December 31, 2026, unless renewed or there is a change in control (as defined in the Employment Agreements), in which case the term will expire on the later of December 31, 2026 or the 24-month anniversary of the change in control.
The Ray Employment Agreement provides, among other things, that Mr. Ray will (a) receive an annual base salary (subject to annual adjustments by BancPlus’ compensation committee), (b) be eligible to participate in BancPlus’ AIP and LTIP on the same basis generally applicable to senior executive officers, (c) participate in BancPlus’ qualified retirement plan, employee benefit and deferred compensation programs, perquisite programs (including the provision of a BancPlus automobile and/or mileage reimbursement for business travel, among other perquisite benefits) and any health benefit plans available to senior executive officers, (d) receive continued coverage under a life insurance policy providing a death benefit of no less than $2,560,000, and (e) receive reimbursement of country club dues and assessments.
The Webb Employment Agreement provides, among other things, that Mr. Webb will (a) receive an annual base salary (subject to annual adjustments by BancPlus’ compensation committee), (b) be eligible to participate in BancPlus’ AIP and LTIP on the same basis generally applicable to senior executive officers, (c) participate in BancPlus’ qualified retirement plan, employee benefit and deferred compensation programs, perquisite programs (including the provision of an automobile mileage reimbursement for business travel, among other perquisite benefits) and any health benefit plans available to senior executive officers, (d) receive continued coverage under a life insurance policy providing a death benefit of no less than $1,100,400, and (e) receive reimbursement of country club dues and assessments.
Under the Employment Agreements, each of Mr. Ray and Mr. Webb is bound by customary non-competition and nonsolicitation covenants during his period of employment and for period of six months and three years, respectively, after the date his employment with the Company terminates for any reason, as well as customary non-disclosure covenants during the period of his employment and after the date his employment with the Company terminates for any reason.
The Employment Agreements provide for the following severance benefits in the event of termination of employment by BancPlus other than for cause or by Mr. Ray or Mr. Webb, as applicable, for good reason (as such terms are defined in the Employment Agreements), unrelated to a change in control (as such term is defined in the Employment Agreements): (a) a lump sum payment equal to the sum of (i) two times his then-current base salary plus (ii) the average bonus amount received by him in the prior three years, (b) payment of a pro rated annual bonus for the year of termination based on achievement of the applicable performance metrics, and (c) payment of COBRA premiums for 18 months.
The Employment Agreements also contain certain additional change in control protections, described below.
Change in Control Agreements
The occurrence or potential occurrence of a change in control could create uncertainty regarding the continued employment of BancPlus’ executive officers. Change in control protections offer executive officers a level of security that BancPlus believes allows them to continue to focus and serve in the best interest of BancPlus and BancPlus’ shareholders.
The Employment Agreements contain certain provisions that provide severance benefits to Mr. Ray and Mr. Webb in the event of a qualifying termination of employment related to a change in control. BancPlus entered into a Change in Control Agreement with Mr. Graves effective April 1, 2020 (the “Graves CIC Agreement”), in conjunction with his hire date, with an initial term of nine months and automatically renewing January 1 of each year for successive one-year terms unless either party notifies the other of an intent not to renew no later than the October 31st preceding the renewal date. Each of the Ray Employment Agreement, Webb Employment Agreement and Graves CIC Agreement provide for severance benefits described below in the event of a termination of employment by BancPlus other than for cause or by the executive for good reason during a defined “protected period” related to a change in control.
If the employment of Mr. Ray or Mr. Webb, as applicable, is terminated by BancPlus other than for cause or by him for good reason (as such terms are defined in the Employment Agreements) during the period beginning six months before and ending 24 months following a change in control (as such term is defined in the Employment Agreements), such executive officer will receive the following severance benefits: (a) a lump sum payment equal to the sum of (i) three times his then-current base salary plus (ii) three times the average annual bonus amount received by him in the prior three years, (b) payment of a pro rated annual bonus for the year of termination based on achievement of the applicable performance metrics, (c) continued health plan coverage until he is covered under another plan or Medicare Part B, (d) payment of life insurance premiums for ten years, (e) reimbursement of country club dues and assessments for two years, and (f) transfer of his automobile lease and reimbursement of lease payments for remainder of the lease term.
For Mr. Graves, if his employment is terminated by BancPlus other than for cause or by such executive for good reason (as such terms are defined in the Graves CIC Agreement) during the period beginning six months before and ending 12 months following a change in control (as such term is defined in the Graves CIC Agreement), he will receive the following severance benefits: (a) a lump sum payment equal to the sum of two times his then-current base salary and two times the average annual bonus received for the prior three years, (b) payment of a pro rated annual bonus for the year of termination based on achievement of the applicable performance metrics, and (c) payment of an amount equal to the employer portion of health care costs for up to 12 months.
Under each of the Ray Employment Agreement, Webb Employment Agreement and Graves CIC Agreement, if any part of the severance payments or benefits received by any of BancPlus’ named executive officers in connection with a termination related to a change in control constitutes an excess parachute payment under Section 4999 of the Code, the executive will receive the greater of (1) the amount of such payments and benefits reduced so that none of the amount constitutes an excess parachute payment, net of income taxes, or (2) the full amount of such payments and benefits, net of all applicable taxes, including income taxes, employment taxes and excise taxes under Section 4999 of the Code. The Employment Agreements further provide that, if the Company is not publicly traded and the shareholder vote exemption under Section 280G of the Code is available, if Mr. Ray or Mr. Webb waives his right to receive excess parachutes, the Company will use reasonable best efforts to obtain the requisite shareholder vote. In addition, each of the Ray Employment Agreement, Webb Employment Agreement and Graves CIC Agreement require as a condition of receipt of these change in control severance benefits that the executive sign a general release in favor of BancPlus and comply with certain restrictive covenants, including covenants not to disclose confidential information, not to compete for six months following termination, and not to solicit employees or customers or interfere with any of BancPlus’ customer relationships for 36 months following termination, in the case of Mr. Ray and Mr. Webb, and 24 months, in the case of Mr. Graves.
Health and Welfare Benefits
BancPlus’ named executive officers are generally eligible to participate in BancPlus’ employee benefit plans, including medical, dental, vision, and long-term care and health and dependent care flexible spending accounts, in each case on the same basis as all BancPlus’ other employees. BancPlus’ named executive officers are offered BancPlus-paid long-term disability insurance in an amount equal to 75% of annual earned income. In addition, BancPlus’ named executive officers are provided life and accidental death and dismemberment insurance benefits at the following coverage amounts: Mr. Ray—$2,560,000, Mr. Webb—$1,100,400 and Mr. Graves—$1,000,000.
BancPlus Corporation 2018 Long-Term Incentive Plan
In 2018, the BancPlus board of directors adopted the 2018 Plan, which was subsequently approved by its shareholders at its 2018 annual meeting. The purpose of the 2018 Plan is to focus the efforts of BancPlus’ officers, employees and Subsidiariesdirectors toward its long-term success and that of its affiliates by providing financial incentives and to align the interests of its employees and directors with those of its shareholders by providing a means to acquire an equity ownership interest in BancPlus.
Plan Summary
Administration.The 2018 Plan is administered by the Compensation Committee of the BancPlus board of directors, referred to in this Plan Summary as the “Committee.”
Eligibility. Any employees, officers or directors of BancPlus or its affiliates may be eligible for an award, although incentive stock options may be granted only to participants who meet the definition of “employee” within the meaning of Section 422 of the Code.
Awards Available under the 2018 Plan. The equity grants that may be awarded under the 2018 Plan consist of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, dividend equivalent rights, performance unit awards, or any combination thereof.
Share Limits. In 2022, the 2018 Plan was amended to increase the maximum number of shares of BancPlus common stock that may be issued in connection with awards granted under the 2018 Plan to 750,000, any or all of which may be issuable as incentive stock options. Shares of BancPlus common stock related to nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any award that is forfeited or cancelled or that expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full are also available for grant (unless the recipient of such award received dividends or other economic benefits with respect to such shares of stock, which dividends or other economic benefits were not forfeited, in which case such shares would count against this aggregate limit). The limitations on the number of shares of BancPlus common stock under the 2018 Plan are subject to adjustment for specified changes in capitalization, including a stock split, stock dividend, combination or exchange of shares, exchange for other securities, reclassification, reorganization, recapitalization, merger or consolidation or any other increase or decrease in the number of outstanding shares of BancPlus common stock effected without consideration to the Company. As of December 31, 2023, 352,290 shares of BancPlus common stock were available for issuance under the 2018 Plan, and there were 191,700 outstanding restricted stock grants that remained subject to forfeiture.
Amendment or Termination. The BancPlus board of directors may amend, modify or terminate the 2018 Plan at any time, except that, without shareholder approval, the BancPlus board of directors may not increase the maximum number of shares of BancPlus common stock that may be issued under the 2018 Plan, materially expand the classes of individuals eligible to receive awards under the 2018 Plan, materially expand the types of awards available for issuance under the 2018 Plan or make other changes requiring shareholder approval under applicable law or listing agency rule. The termination or any modification or amendment of the 2018 Plan will not, without the consent of a participant, adversely affect the participant’s right under an award previously granted.
Description of Awards and Tax Implications. The following is a brief summary of the types of awards issuable under the 2018 Plan and the principal United States federal income tax consequences of those awards. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different, or the deferred compensation provisions of Section 409A of the Code to the extent that an award is subject to and does not satisfy the rules.
Stock Options. Stock options provide the holder with the right to purchase shares of BancPlus common stock at a future date at a specified exercise price and may be issuable as incentive stock options or non-qualified stock options. Incentive stock options generally provide the holders with certain favorable tax benefits, as compared to non-qualified stock options. The terms of each option award, including any vesting requirements, are determined by or under the direction of the Committee at the time of grant, subject to certain limitations under the 2018 Plan or applicable law. Accordingly, the 2018 Plan requires that the exercise price of
a stock option be at least equal to the fair market value of BancPlus common stock on the date that the option is granted, and the term of any incentive stock option may not exceed 10 years from the date of grant. Further, no incentive stock option may be granted more than ten years after the adoption of the plan. In the event of termination of employment of a participant, any vested incentive stock option that is outstanding and held by that participant will expire and terminate unless exercised within three months of the termination event, unless as a result of death or disability, for which longer exercise periods are permitted. Certain additional limitations would apply with respect to any incentive stock option issued to an employee who also beneficially owns 10% or more of BancPlus common stock.
In general, a participant realizes no taxable income upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in an alternative minimum tax liability to the participant. With certain exceptions, a disposition of shares purchased under an incentive stock option within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and a deduction for us) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized in the disposition is treated as a capital gain for which BancPlus is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss for which BancPlus is not entitled to a deduction.
A participant generally will not recognize taxable income on the grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, a participant will recognize ordinary income in an amount equal to the difference between the fair market value of the BancPlus common stock received on the date of exercise and the option cost (number of shares purchased multiplied by the exercise price per share). The participant will generally recognize ordinary income upon the exercise of the option even though the shares acquired may be subject to further restrictions on sale or transferability. BancPlus will generally be entitled to a deduction on the exercise date in an amount equal to the amount of ordinary income recognized by the participant upon exercise. Upon a subsequent sale of shares acquired in an option exercise, the difference between the sale proceeds and the cost basis of the shares sold will be taxable as a capital gain or loss.
Stock Appreciation Rights. Stock appreciation rights provide the recipient with the right to receive from BancPlus the excess, if any, of the fair market value of one share of BancPlus common stock on the date of exercise, over the exercise price of the stock appreciation right. Under the 2018 Plan, the exercise price of a stock appreciation right may not be less than the fair market value of BancPlus common stock on the grant date. When exercised, stock appreciation rights may generally be paid by BancPlus in cash or shares of BancPlus common stock. Any grant of stock appreciation rights may specify performance measures that must be achieved as a condition to exercising such rights, waiting periods before stock appreciation rights become exercisable and permissible dates or periods on or during which such awards are exercisable.
A participant will not recognize taxable income upon the grant of a stock appreciation right, but will recognize ordinary income upon the exercise of a stock appreciation right in an amount equal to the cash amount received upon exercise (if the stock appreciation right is cash-settled) or the fair market value of the BancPlus common stock received upon exercise (if the stock appreciation right is stock-settled). BancPlus will generally be entitled to a deduction on the exercise date in an amount equal to the amount of ordinary income recognized by the participant upon exercise.
Restricted Stock. A grant of restricted stock constitutes a transfer of ownership of the shares of BancPlus common stock to the recipient, subject to certain restrictions determined by the Committee that will lapse upon the satisfaction of those conditions and restrictions. During the restricted period, the holder will not have any rights as a shareholder with respect to the shares, except for any dividend or voting rights contained in the award agreement. Upon the satisfaction of those conditions and restrictions, the shares will become freely transferable by the recipient. Any grant of restricted stock may specify performance measures which, if achieved, will result in termination or early termination of the restrictions applicable to such shares.
A participant generally will not be taxed at the time of a restricted stock award but will recognize taxable income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income will be the fair market value of the shares at that time, less any amount paid for the shares. Participants may elect to be taxed at the time of grant on the fair market value of the shares included in the award by making an election under Section 83(b) of the Code within 30 days of the award date. If a restricted stock award subject to the Section 83(b) election is subsequently forfeited, no deduction or tax refund will be allowed for the amount previously recognized as income. Unless a participant makes a Section 83(b) election, any dividends paid to a participant on shares of an unvested restricted stock award will be taxable to the participant as ordinary income. If the participant makes a Section 83(b) election, any dividends will be taxable to the participant as dividend income. BancPlus will generally be entitled to a deduction at the same time and in the same amount as the ordinary income recognized by the participant. Unless a participant has made a Section 83(b) election, BancPlus will also be entitled to a deduction, for federal income tax purposes, for dividends paid on unvested restricted stock awards.
Restricted Stock Units. A grant of restricted stock units constitutes an agreement by BancPlus to deliver shares of BancPlus common stock or the cash value thereof to the recipient in the future upon the completion of service or performance conditions, or
other terms and conditions specified in the award agreement. During the applicable restriction period, the recipient will have no rights of ownership in any shares of BancPlus common stock deliverable upon payment of the restricted stock units.
A participant does not recognize income, and BancPlus will not be allowed a tax deduction, at the time a restricted stock unit is granted. When the restricted stock units vest and are settled for cash or stock, the participant generally will be required to recognize as income an amount equal to the fair market value of the shares on the date of vesting, and BancPlus will generally be entitled to a deduction at the same time and in the same amount as the ordinary income recognized by the participant. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which BancPlus is not entitled to a deduction.
Other Awards. The 2018 Plan also provides for certain other awards, including dividend equivalent rights and performance units. A dividend equivalent right entitles a participant to payments in an amount determined by reference to any cash dividends paid on a specified number of shares of BancPlus common stock to shareholders of record during such period as will be determined by the Committee, and are subject to such restrictions and conditions as the Committee, in its discretion, will determine. Payment in respect of a dividend equivalent right may be made in cash or shares of BancPlus common stock. A performance unit award grants a participant the right to receive, at a specified time, payment of an amount equal to all or a portion of the value of a specified or determinable number of units (stated in terms of a designated or determinable dollar amount per unit) subject to the attainment of the performance goals and other conditions established in the discretion of the Committee. Payment in respect of a performance unit award may be made in cash or shares of BancPlus common stock. With respect to each of these types of awards, when the participant receives payment with respect to the award, the amount of cash and/or the fair market value of any shares of BancPlus common stock received will be ordinary income to the participant, and BancPlus will generally be entitled to a tax deduction in the same amount.
Withholding. BancPlus will deduct or withhold, or require the participant to remit to us, an amount at least sufficient to satisfy the minimum federal, state and local and foreign taxes required by law or regulation to be withheld with respect to any taxable event as a result of a transaction under the 2018 Plan.
Certain Limitations on Deductibility of Executive Compensation. With certain exceptions, Section 162(m) of the Code limits the deduction to publicly-traded companies for compensation paid to the principal executive officer, the principal financial officer and the three other most highly compensated executive officers whose compensation is reportable under the Exchange Act, to $1 million per executive per taxable year. In addition, awards that are granted, accelerated, or enhanced in connection with a change in control or a termination of employment as a result of a change in control may give rise to “excess parachute payments” (as defined in Section 280G of the Code), which payments are subject to a 20% excise tax imposed on the participant. BancPlus would generally not be able to deduct the excess parachute payments made to a participant.
BancPlus Corporation Employee Stock Ownership Plan
BancPlus maintains an employee stock ownership plan (the “ESOP”) that covers all employees who are 21 years of age or older and work in a position requiring at least 1,000 hours of service annually. The ESOP also has 401(k) provisions that allow for employee tax deferred contributions. Participants may make contributions to the ESOP in accordance with applicable regulations and the ESOP’s provisions. BancPlus makes a 3% “safe harbor” matching contribution, plus an additional matching contribution equal to 50% of the next 2% of an employee’s salary deferral contributions in excess of 3%. Additional contributions are made to the ESOP at the discretion of the BancPlus board of directors. As of December 31, 2023, the ESOP owned 1,452,950 shares of BancPlus common stock.
Director Compensation
BancPlus’ non-management directors receive an annual retainer and a monthly attendance fee of $2,000 provided they attend the regular monthly board of directors meeting. In addition, they receive committee chair and member cash retainers for their service on board of directors committees. Finally, BancPlus’ non-management directors also receive an annual grant of BancPlus restricted stock with a grant date value of $30,000. Directors who are also employees do not receive the cash retainers or the restricted stock grant, but are eligible to receive the monthly meeting attendance fee. Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. The cash retainers payable under BancPlus’ director compensation program are summarized in the table below.
| | | | | | | | | | | | | | | | | | | | |
| | Retainer to Non-Management Members
($) | | Committee Chair Retainer
($) | | Committee Member Retainer
($) |
| BancPlus | | 20,000 | | — | | — |
| Committees | | | | | | |
| Audit Committee | | — | | 15,000 | | 7,500 |
| Risk, Compensation, Nominating and Corporate Governance and Trust Committees | | — | | 10,000 | | 5,000 |
In addition to the above, the chairman of the board of directors receives an annual retainer of $70,000, the lead director receives an annual retainer of $15,000, and non-management directors who are members of the executive committee receive an annual retainer of $10,000. In 2015, the BancPlus board of directors implemented a director retirement program providing that any director elected in March 2015 who retires from the board of directors at a future date after attaining the age of 75 will be paid a monthly fee equal to the monthly attendance fee for the regular board meeting at the time of their retirement for the remainder of the director’s life.
2023 Director Compensation
The following table sets forth compensation paid, earned or awarded during 2023 to each of the BancPlus directors other than Mr. Ray, Mr. Webb and Mr. Graves, whose compensation is reflected in the “Summary Compensation Table.”
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash
($) | | Stock Awards ($) (1) | | All Other Compensation ($) (2) | | Total
($) |
S.R. Evans Jr., M.D.(5) | | 2,400 | | | — | | | — | | | 2,400 | |
| David Guidry | | 59,900 | | | 30,038 | | | — | | | 89,938 | |
Kennith W. Helton(5) | | 2,400 | | | — | | | — | | | 2,400 | |
Randall E. Howard(3) | | 84,900 | | | 30,038 | | | 7,757 | | | 122,695 | |
B. Bryan Jones III(4) | | 167,400 | | | 30,038 | | | 7,692 | | | 205,130 | |
| R. Eason Leake | | 60,400 | | | 30,038 | | | — | | | 90,438 | |
| Ryan Lopiccolo | | 64,900 | | | 30,038 | | | 862 | | | 95,800 | |
Carl R. Montgomery(5) | | 2,400 | | | — | | | — | | | 2,400 | |
| R. Hal Parker | | 69,900 | | | 30,038 | | | 1,143 | | | 101,081 | |
Thomas G. Peaster(5) | | 2,400 | | | — | | | 45,610 | | | 48,010 | |
| John F. Phillips III | | 69,900 | | | 30,038 | | | 1,900 | | | 101,838 | |
| Staci H. Tyler | | 67,400 | | | 30,038 | | | 1,123 | | | 98,561 | |
| Max S. Yates | | 22,400 | | | 207,058 | | | 567,540 | | | 796,998 | |
(1)The grant date fair value of the awards set forth in this column is computed in accordance with ASC 718 and based on the December 31, 2022 value of $66.75 per share of BancPlus common stock, which was the latest appraisal received by BancPlus for purposes of administering the ESOP at the time of the grant. Messrs. Guidry, Howard, Jones, Leake, Lopiccolo, Parker, and Phillips, and Ms. Tyler had 450 unvested awards at December 31, 2023.
(2)In addition to serving as directors, Mr. Peaster and Mr. Yates were employees of BancPlus during 2023. They each received the monthly fee for attending the regular board of directors meeting, but did not receive the annual director retainers. Compensation received for service as an employee of BancPlus is reflected in the “All Other Compensation” column above and summarized in the table below. Neither of these employees are named executive officers. Mr. Peaster served as BancPlus’ senior chairman and provided leadership, strategic direction and guidance to BancPlus. Mr. Yates is the Senior Executive Vice President & Chief Strategy Officer.
(3)Mr. Howard serves as Lead Director of the BancPlus board of directors.
(4)Mr. Jones serves as Chairman of the BancPlus board of directors.
(5)Dr. Evans and Messrs. Helton, Montgomery, and Peaster retired from the BancPlus board of directors in March 2023.
The following table details the amounts included in All Other Compensation:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Salary
($) | | Non-Equity Incentive Plan Compensation
($) | | Country Club Dues
($) | | 401(k) Employer Contributions
($) | | Life Insurance Premiums
($) | | Dividends
($) | | Travel
($) | | Spousal Travel ($) (1) | | Cell Phone Allowance
($) |
| Mr. Howard | | — | | | — | | | 6,774 | | | — | | | — | | | — | | | — | | | 983 | | | — | |
| Mr. Jones | | — | | | — | | | 5,250 | | | — | | | — | | | — | | | 1,273 | | | 1,169 | | | — | |
| Mr. Lopiccolo | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 862 | | | — | |
| Mr. Parker | | — | | | — | | | — | | | — | | | — | | | — | | | 1,143 | | | — | | | — | |
| Mr. Peaster | | 31,281 | | | — | | | — | | | 1,251 | | | 13,078 | | | — | | | — | | | — | | | — | |
| Mr. Phillips | | — | | | — | | | — | | | — | | | — | | | — | | | 781 | | | 1,119 | | | — | |
| Ms. Tyler | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,123 | | | — | |
| Mr. Yates | | 360,385 | | | 159,912 | | | 9,420 | | | 13,200 | | | 10,278 | | | 10,419 | | | — | | | 2,726 | | | 1,200 | |
(1)Represents incremental cost to the Company for spousal attendance at business events.
Change in Control Agreement
BancPlus entered into a Change in Control Agreement with Mr. Yates effective January 1, 2018, which had a two year initial term and automatically renews January 1 of each year for successive one-year terms unless either party notifies the other of an intent not to renew no later than the October 31st preceding the renewal date. The terms of the Graves CIC Agreement described above in the section entitled “- Change in Control Agreements” are also applicable for Mr. Yates Change in Control Agreement.
Compensation Committee Discussion
For a discussion as to compensation committee interlocks and insider participation, please see the section entitled “Item 10. Directors, Executive Officers and Corporate Governance - Corporate Governance Principles and Board Matters - Compensation Committee Interlocks and Insider Participation.”
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following table sets forth certain information regarding the beneficial ownership of BancPlus’ common stock as of February 29, 2024, by (1) BancPlus’ directors and named executive officers, (2) each person who is known to us to own beneficially 5% or more of BancPlus’ common stock and (3) all directors and executive officers as a group. BancPlus has determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated, based on information furnished by such shareholders, BancPlus’ management believes that each person has sole voting and dispositive power over the shares indicated as owned by such person. Unless otherwise noted, the address for each shareholder listed on the table below is: c/o BancPlus Corporation, 1068 Highland Colony Parkway, Ridgeland, Mississippi 39157. The table below calculates the percentage of beneficial ownership based on 11,611,981 shares of common stock outstanding as of February 29, 2024.
| | | | | | | | | | | | | | |
| Name of Beneficial Owner | | Number of Shares | | Percentage |
| Directors and Named Executive Officers: | | | | |
Kirk A. Graves(1) | | 14,531 | | | * |
David Guidry(2) | | 20,076 | | | * |
Randall E. Howard(3) | | 7,251 | | | * |
B. Bryan Jones III(4) | | 346,739 | | | 2.99 | % |
R. Eason Leake(5) | | 95,956 | | | * |
Ryan J. Lopiccolo(6) | | 939 | | | * |
R. Hal Parker(7) | | 8,456 | | | * |
John F. Phillips III(8) | | 142,123 | | | 1.22 | % |
William A. Ray(9) | | 187,212 | | | 1.61 | % |
Staci H. Tyler(10) | | 744 | | | * |
Eugene F. Webb, Jr.(11) | | 33,485 | | | * |
| Charles R. White | | 13,970 | | | * |
Max S. Yates(12) | | 366,413 | | | 3.16 | % |
| All Directors and Executive Officers as a group (16 persons) | | 1,261,888 | | | 10.87 | % |
| Other Greater than 5% Holders: | | | | |
BancPlus Corporation Employee Stock Ownership Plan (with 401(k) provisions)(13) | | 1,452,950 | | | 12.51 | % |
Joseph C. Canizaro(14) | | 1,131,331 | | | 9.75 | % |
Margaret M. Peaster(15) | | 1,008,696 | | | 8.69 | % |
Laura Peaster Nelson(15) | | 988,696 | | | 8.50 | % |
* Ownership is less than 1%.
(1)Includes 6,067 shares of unvested restricted stock over which Mr. Graves has sole voting but no investment power. The number of shares reported in the table does not include 7,221.4767 shares held by the BancPlus Corporation Employee Stock Ownership Plan (the “ESOP”) for the benefit of Mr. Graves.
(2)Includes 450 shares of unvested restricted stock over which Mr. Guidry has sole voting but no investment power.
(3)Includes (i) 450 shares of unvested restricted stock over which Mr. Howard has sole voting but no investment power; and (ii) 5,295 shares held by Mr. Howard in an individual retirement account.
(4)Includes (i) 18,000 shares held by B. B. Jones LP, of which Mr. Jones is a general partner; (ii) 10,703 shares held by the Bernard B. Jones, II Testamentary Trust, of which Mr. Jones is the trustee; (iii) 50,000 shares held by Wyatt Land, LLC, of which Mr. Jones is a managing member; (iv) 15,000 shares held by Bonanza LLC, of which Mr. Jones is a managing member; and (v) 450 shares of unvested restricted stock. Mr. Jones has sole voting power over all of these shares, and sole investment power over all of these shares except the restricted stock, over which he has no investment power. The number of shares reported in the table also includes 580 shares held by Mr. Jones’s spouse.
(5)Includes (i) 450 shares of unvested restricted stock over which Mr. Leake has sole voting but no investment power; and (ii) 20,000 shares held by Mr. Leake’s spouse.
(6)Includes 450 shares of unvested restricted stock over which Mr. Lopiccolo has sole voting but no investment power.
(7)Includes (i) 450 shares of unvested restricted stock over which Mr. Parker has sole voting but no investment power; (ii) 2,000 shares held in an individual retirement account; and (iii) 6,006 shares pledged as collateral to secure outstanding debt obligations over which Mr. Parker retains voting rights.
(8)Includes (i) 450 shares of unvested restricted stock over which Mr. Phillips has sole voting but no investment power; and (ii) 54,167 shares held by Phillips Farms Elevator LLC, of which Mr. Phillips is a manager, which are pledged as collateral to secure outstanding debt obligations and over which Mr. Phillips retains voting rights.
(9)Includes 16,442 shares of unvested restricted stock over which Mr. Ray has sole voting but no investment power; and (ii) 20,000 shares held by Mr. Ray’s spouse. The number of shares reported in the table does not include 20,651.9312 shares held by the ESOP for the benefit of Mr. Ray.
(10)Includes 450 shares of unvested restricted stock over which Ms. Tyler has sole voting but no investment power.
(11)Includes 7,411 shares of unvested restricted stock over which Mr. Webb has sole voting but no investment power. The number of shares reported in the table does not include 21,499.5626 shares held by the ESOP for the benefit of Mr. Webb.
(12)Includes (i) 153,279 shares held by The J B & P S Yates Family 1993 Trust, of which Mr. Yates is a trustee; (ii) 44,879 shares held by the Patricia S Yates 1993 Trust, of which Mr. Yates is a trustee; (iii) 67,329 shares held by the Patricia Scobey Yates QTIP Trust, of which Mr. Yates is a trustee; and (iv) 5,902 shares of unvested restricted stock. Mr. Yates has sole voting power over all of these shares, and sole investment power over all of these shares except the restricted stock, over which he has no investment power. The number of shares reported in the table does not include 6,561.4459 shares held by the ESOP for the benefit of Mr. Yates.
(13)These shares are 100% owned by the ESOP. BankPlus is the Plan Trustee of the ESOP. The shares held by the ESOP will be voted by the Plan Trustee only as directed by the Executive Committee of the BancPlus board.
(14)Includes (i) 436,264 shares held by Corte Trust of which Mr. Canizaro is trustee and (ii) 54,492 shares held by New Continental Trust of which Mr. Canizaro is trustee.
(15)Includes 875,000 shares held by the Peaster 2012 Family Trust, of which Ms. Peaster and Ms. Nelson share voting and investment power over these shares.
Securities Authorized For Issuance Under Equity Compensation Plans
The following table sets forth information with respect to compensation plans under which equity securities are authorized for issuance as of December 31, 2023:
| | | | | | | | | | | | | | | | | |
| Plan Category | (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights | | (b) Weighted-average exercise price of outstanding options, warrants and rights | | (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
Equity compensation plans approved by security holders(1) | — | | | — | | | 352,290 | |
| Equity compensation plans not approved by security holders | — | | | — | | | — | |
| Total | — | | | — | | | 352,290 | |
(1)Plans approved by shareholders include the 2018 Long-Term Incentive Plan.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
In addition to the compensation arrangements with directors and executive officers described in “Executive Compensation” above, the following is a description of each transaction since January 1, 2023, and each proposed transaction, in which:
•BancPlus has been or will be a participant;
•the amount involved exceeds or will exceed $120,000; and
•any of BancPlus’ directors, nominees for director, executive officers or beneficial holders of more than five percent of BancPlus’ capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.
Ordinary Banking Relationships
Certain of the BancPlus officers, directors and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, BankPlus, BancPlus or its affiliates in the ordinary course of business. These transactions include deposits, loans and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to BancPlus, do not involve more than normal risk of collectability or present other features unfavorable to BancPlus and are a type that BankPlus generally makes available to the public. As of the date of this prospectus, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. BancPlus expects to continue to enter into transactions in the ordinary course of business on similar terms with its officers, directors and principal shareholders, as well as their immediate family members and affiliates.
The Sarbanes-Oxley Act generally prohibits a public company from extending or renewing credit or arranging the extension or renewal of credit to an executive officer or director. However, this prohibition does not apply to loans made by depository institutions such as BankPlus that are insured by the Federal Deposit Insurance Corporation and are compliant with federal banking regulations. Accordingly, BancPlus permits its directors and executive officers, their family members and their related interests, to establish and maintain banking and business relationships with BankPlus as long as such relationships are in the ordinary course of business and in compliance with the Sarbanes-Oxley Act. With respect to lending activities, BankPlus has policies governing affiliate and insider lending transactions. These policies prohibit extensions of credit to “insiders,” as defined in the policies, including BancPlus’ executive officers and directors, unless the extension of credit:
•is made in the ordinary course of business on substantially the same terms (including interest rates and collateral) as, and following credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions with members of the general public;
•does not involve more than the normal risk of repayment or present other unfavorable features; and
•is of a type that is generally made available by BankPlus to the public.
Other Related Person Transactions
BancPlus retains Ross & Yerger, an insurance agency, to provide insurance to BancPlus and to BankPlus. In fiscal year 2023, BancPlus paid approximately $1.6 million to Ross & Yerger for these policies. Since January 1, 2024, BancPlus has paid $77,000 to Ross & Yerger for its current policies. Eason Leake, one of the BancPlus directors, is Chairman of the Ross & Yerger board of directors, a position he has held since 2002, and currently works as a producer for Ross & Yerger. In connection with the foregoing transactions, Mr. Leake received commissions from Ross & Yerger during 2023 totaling approximately $49,000. Since January 1, 2024, Mr. Leake has received $4,000 in commissions from Ross & Yerger in connection with transactions with BancPlus and BankPlus. Additionally, BancPlus has contracted with third-party service providers through referrals by Mr. Leake, for which Ross & Yerger received referral fees from such third-party service providers. In 2023, Ross & Yerger paid approximately $104,000 to Mr. Leake in connection with these third-party referrals. Since January 1, 2024, Ross & Yerger has paid $20,000 to Mr. Leake in connection with BancPlus-related third-party referrals.
Policies and Procedures Regarding Related Party Transactions
The BancPlus board of directors has adopted a written related party transaction approval policy (the “RPT Policy”) pursuant to which an independent committee of the BancPlus board of directors, the Audit Committee, reviews and approves or takes such other action as it may deem appropriate with respect to the following transactions:
•any transaction in which BancPlus is a participant, or any agreement or amendment to an agreement to which BancPlus is a party, and which involves an amount exceeding $120,000 and in which any of the BancPlus directors, executive officers or 5% shareholders, or any other “related person” as defined in Item 404 of SEC Regulation S-K (“Item 404”), has or will have a direct or indirect material interest; and
•any other transaction that meets the related party disclosure requirements of the SEC as set forth in Item 404.
The RPT Policy sets forth factors to be considered by the Audit Committee in determining whether to approve any such transaction, including the nature of BancPlus’ involvement in the transaction, whether BancPlus has demonstrable business reasons to enter into the transaction, whether the transaction would impair the independence of a director and whether the proposed transaction involves any potential reputational or other risks.
To simplify the administration of the approval process under the RPT Policy, the Audit Committee may, where appropriate, establish guidelines for approval of certain types of related party transactions or designate certain types of such transactions that will be deemed pre-approved. The RPT Policy also provides that the following transactions are deemed pre-approved:
•decisions on compensation or benefits or the hiring or retention of BancPlus directors or executive officers, if approved by the applicable committee of the BancPlus board of directors;
•the indemnification and advancement of expenses pursuant to the BancPlus articles of incorporation, the BancPlus bylaws or an indemnification agreement; and
•transactions where the related person’s interest or benefit arises solely from such person’s ownership of BancPlus’ securities and holders of such securities receive the same benefit on a pro rata basis.
Director Independence
For a discussion on director independence, please see the section entitled “Item 10. Directors, Executive Officers and Corporate Governance - Corporate Governance Principles and Board Matters - Director Independence.”
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table presents fees for professional services rendered by FORVIS, LLP (PCAOB No. 686) for the years ended December 31, 2023 and 2022:
| | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2023 | | 2022 |
| Audit fees | | $ | 455,245 | | | $ | 413,300 | |
| Audit-related fees | | 70,161 | | | 55,125 | |
| Tax fees | | 57,225 | | | 59,450 | |
| All other fees | | — | | | — | |
| Total | | $ | 582,631 | | | $ | 527,875 | |
The Audit Committee selects BancPlus’ independent registered public accounting firm and, in accordance with the requirements of the Exchange Act, pre-approves all audit services and permitted non-audit services (subject to de minimus exceptions for non-audit service described in the Exchange Act) to be provided to BancPlus. The Audit Committee also reviews and pre-approves all audit-related and non-audit related services rendered by BancPlus’ independent registered public accounting firm to assure the provision that such services do not impair their independence.
Audit fees include fees associated with the annual audit of the Company’s financial statements and the review of the financial statements included in the Company’s quarterly reports on Form 10-Q. Audit-related fees principally include employee benefit plan audits. Tax fees represent fees associated with the preparation and filing of the Company’s tax returns.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following are filed as part of this Annual Report on Form 10-K:
1. The following consolidated financial statements of BancPlus Corporation are filed as a part of this report under Item 8. “Financial Statements and Supplementary Data”:
Consolidated Balance Sheets - December 31, 2023 and December 31, 2022
Consolidated Statements of Income - Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Income - Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Changes in Shareholders’ Equity - Years ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows - Years ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements - December 31, 2023
(In Thousands, Except Share Data)
2. Financial Statement Schedules
All schedules have been omitted because they are either not applicable or the required information has been included in the consolidated financial statements or notes thereto.
Note 23: Summary of Quarterly Financial Statements (Unaudited)3. Exhibits
The following table presents selected unaudited data from the Company's consolidated quarterly statementslist of income:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest Income | | Net Interest Income | | Net Income | | Earnings Per Share | | |
| | | | | | | Basic | | Diluted |
| 2019 | | | | | | | | | |
| First Quarter | $ | 30,464 | | | $ | 25,537 | | | $ | 9,737 | | | $ | 1.29 | | | $ | 1.28 | |
| Second Quarter | 31,121 | | | 25,630 | | | 9,201 | | | 1.22 | | | 1.21 | |
| Third Quarter | 31,400 | | | 25,876 | | | 8,777 | | | 1.17 | | | 1.15 | |
| Fourth Quarter | 31,424 | | | 26,267 | | | 8,685 | | | 1.15 | | | 1.14 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest Income | | Net Interest Income | | Net Income | | Earnings Per Share | | |
| | | | | | | Basic | | Diluted |
| 2018 | | | | | | | | | |
| First Quarter | $ | 26,171 | | | $ | 23,473 | | | $ | 7,195 | | | $ | 0.97 | | | $ | 0.95 | |
| Second Quarter | 27,193 | | | 24,236 | | | 8,184 | | | 1.09 | | | 1.08 | |
| Third Quarter | 28,541 | | | 25,237 | | | 9,331 | | | 1.24 | | | 1.23 | |
| Fourth Quarter | 29,346 | | | 25,763 | | | (12,297) | | | (1.64) | | | (1.62) | |
Note 24: Merger
On September 18, 2019, the Company entered into an Agreement and Plan of Share Exchange and Merger (the “Merger Agreement”)exhibits includes exhibits submitted with State Capital Corporation (“SCC”), the holding company of State Bank & Trust Company (“State Bank”). Pursuant to the terms of the Merger Agreement, SCC will be merged with and into the Company,this Form 10-K as filed with the Company surviving the merger,SEC and State Bank will be merged with and into the Bank, with the Bank surviving the merger. The transactions contemplatedthose incorporated by the Merger Agreement are expectedreference to be completed during 2020 and are contingent on customary conditions, including regulatory approval and the approval of the shareholders of SCC.other filings.
| | | | | |
| 2.1† | Agreement and Plan of Share Exchange and Merger, dated September 28, 2021, as amended February 9, 2022, by and among BancPlus Corporation, BankPlus, First Trust Corporation and First Bank and Trust (incorporated by reference to Annex A of the Company’s Registration Statement on Form S-4 (File No. 333-261311), as amended, filed on February 11, 2022) |
| 3.1 | |
| 3.2 | |
| 4.1 | |
| 4.2 | |
| 4.3 | |
| 4.4 | |
| 4.5 | |
| 4.6 | |
| 10.1*+ | |
| 10.2*+ | |
| 10.3* | |
| 10.4* | |
| 10.5* | |
| 10.6* | |
| 10.7* | |
| 10.8 | |
| 10.9 | |
| 10.10† | |
| 10.11 | |
| 10.12 | |
| | | | | |
| 10.13* | |
| 10.14 | |
| 14.1+ | |
| 21.1+ | |
| 23.1+ | |
| 31.1+ | |
| 31.2+ | |
| 32.1++ | |
| 32.2++ | |
| 101+ | Inline XBRL Interactive Data |
| 104+ | Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101) |
† Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.* Management contract or compensatory plan, contract or arrangement.
+ Filed herewith.
++ Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BANCPLUS CORPORATION AND SUBSIDIARIES
| | | | | | | | | | | |
March 17, 20206, 2024 | By: | By: | /s/ William A. Ray |
| | | William A. Ray |
| | | President, and Chief Executive Officer, Vice Chairman of the Board and Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint William A. Ray and M. Ann Southerland,Karlen Turbeville, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in theirhis or her name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons in the capacities indicated on the date indicated:
| | | | | | | | | | | | | | |
| Signature | | Title | | | | | | | | | | | | | Date |
Signature | | Title | | Date |
| /s/ William A. Ray | | President, Chief Executive Officer, Vice Chairman of the Board
and Director | | March 17, 20206, 2024 |
| William A. Ray | | (Principal Executive Officer) | | |
| | | | |
/s/ M. Ann SoutherlandKarlen Turbeville | | Senior Executive Vice President and Chief Financial Officer | | March 17, 20206, 2024 |
M. Ann SoutherlandKarlen Turbeville | | (Principal Financial Officer) | | |
| | | | |
/s/ Karlen Turbeville | | Senior Vice PresidentOfficer and Controller | | March 17, 2020 |
Karlen Turbeville | | (Principal Accounting Officer) | | |
| | | | |
/s/ Max S. YatesKirk A. Graves | | Senior Executive Vice President, Chief RiskOperating Officer, and Director | | March 17, 20206, 2024 |
| Kirk A. Graves | | | | |
| | | | |
| /s/ Eugene F. Webb, Jr. | | Senior Executive Vice President, Chief Banking Officer, and Director | | March 6, 2024 |
| Eugene F. Webb, Jr. | | | | |
| | | | |
| /s/ Max S. Yates | | Senior Executive Vice President, Chief Strategy Officer, and Director | | | March 6, 2024 |
| Max S. Yates | | | | |
| | | | |
| | | | | | | | | | | | | | |
| | | | |
| | | | |
| | | | |
/s/ Kennith W. Helton | | Director | | March 17, 2020 |
Kennith W. Helton | | | | |
| | | | |
/s/ Randall E. Howard | | Director | | March 17, 2020 |
Randall E. Howard | | | | |
| | | | |
| /s/ B. Bryan Jones III | | Chairman of the Board and Director | | Director | March 17, 20206, 2024 |
| B. Bryan Jones III | | | | |
| | | | |
| /s/ David Guidry | | Director | | March 6, 2024 |
| David Guidry | | | | |
| | | | |
| /s/ Randall E. Howard | | Vice Chairman of the Board
and Director | | March 6, 2024 |
| Randall E. Howard | | | | |
| | | | |
| /s/ R. Eason Leake | | Director | | Director | March 17, 20206, 2024 |
| R. Eason Leake | | | | |
| | | | |
/s/ Carl R. Montgomery | | Director | | March 17, 2020 |
Carl R. Montgomery | | | | |
| | | | |
| /s/ R. Hal Parker | | Director | | Director | March 17, 20206, 2024 |
| R. Hal Parker | | | | |
| | | | |
| /s/ John F. Phillips III | | Director | | Director | March 17, 20206, 2024 |
| John F. Phillips III | | | | |
| | | | |
| /s/ Staci H. Tyler | | Director | | March 6, 2024 |
| Staci H. Tyler | | | | |
| | | | |
| /s/ Charles R. White | | Director | | March 6, 2024 |
| Charles R. White | | | | |
Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act
Not applicable.
EXHIBIT INDEX
| | | | | | | | |
Exhibit No. | | Description |
31.1 | | |
31.2 | | |
32.1 | | |