UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period endedSeptember 30, 20212022
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to __________
Commission file number 333-236022

BANCPLUS CORPORATION
(Exact name of registrant as specified in its charter)



Mississippi

64-0655312
(State or other jurisdiction of 
incorporation or organization)

(I.R.S. Employer
Identification Number)
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:
Title of each classTrading SymbolName of each exchange on which registered
NoneN/AN/A
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.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 is a shell company (as defined in Rule 12b-2 of the Act). Yes No
Shares of the registrant’s Common Stock, par value $1.00 per share, issued and outstanding as of November 8, 2021: 10,112,2544, 2022: 11,602,114




BANCPLUS CORPORATION
FORM 10-Q
For the Quarter Ended SEPTEMBER 30, 20212022
INDEX
Page Number


Condensed Consolidated Balance Sheets at September 30, 20212022 (unaudited), and December 31, 20202021
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 20212022 and 20202021 (unaudited)
Consolidated Statements of Shareholders’ Equity for the three and nine months ended September 30, 20212022 and 2020 (unaudited)
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 20212022 and 20202021 (unaudited)










1

Table of Contents
PART I – FINANCIAL INFORMATION
Item 1.     Financial Statements
BancPlus Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(In Thousands, Except Share and Per Share Data)
September 30, 2021December 31, 2020September 30, 2022December 31, 2021
(unaudited)(unaudited)
Assets:Assets:Assets:
Cash and due from banksCash and due from banks$57,417 $109,233 Cash and due from banks$54,726 $55,603 
Interest bearing deposits with banksInterest bearing deposits with banks637,652 508,196 Interest bearing deposits with banks117,559 608,562 
Federal funds sold— 20,116 
Total cash and cash equivalentsTotal cash and cash equivalents695,069 637,545 Total cash and cash equivalents172,285 664,165 
Securities available for saleSecurities available for sale540,883 311,373 Securities available for sale614,658 576,614 
Securities held to maturity - fair value: $78,905 - 2021; $94,436 - 202078,423 93,766 
Securities held to maturity - fair value: $65,505 - 2022; $72,084 - 2021Securities held to maturity - fair value: $65,505 - 2022; $72,084 - 202165,889 71,648 
Loans held for saleLoans held for sale13,904 28,684 Loans held for sale4,199 10,621 
LoansLoans3,526,086 3,378,732 Loans5,549,768 3,619,172 
Less: Allowance for loan lossesLess: Allowance for loan losses44,001 36,000 Less: Allowance for loan losses42,533 45,000 
Net loansNet loans3,482,085 3,342,732 Net loans5,507,235 3,574,172 
Premises and equipmentPremises and equipment101,715 102,967 Premises and equipment122,590 101,965 
Operating lease right-of-use assetsOperating lease right-of-use assets35,305 35,936 Operating lease right-of-use assets34,532 34,561 
Accrued interest receivableAccrued interest receivable17,120 18,061 Accrued interest receivable20,315 14,329 
GoodwillGoodwill2,616 2,616 Goodwill62,772 2,616 
Other assetsOther assets146,204 137,240 Other assets176,758 145,587 
$5,113,324 $4,710,920 $6,781,233 $5,196,278 
Liabilities:Liabilities:Liabilities:
DepositsDeposits$4,529,868 $4,152,810 Deposits$5,594,217 $4,622,116 
Advances from Federal Home Loan Bank and other borrowingsAdvances from Federal Home Loan Bank and other borrowings31,026 33,771 Advances from Federal Home Loan Bank and other borrowings310,099 20,501 
Subordinated debenturesSubordinated debentures111,411 111,124 Subordinated debentures133,430 111,509 
Operating lease liabilitiesOperating lease liabilities36,458 37,127 Operating lease liabilities36,061 35,793 
Accrued interest payableAccrued interest payable2,647 2,709 Accrued interest payable2,949 1,425 
Other liabilitiesOther liabilities16,028 18,129 Other liabilities21,407 14,515 
Total liabilitiesTotal liabilities4,727,438 4,355,670 Total liabilities6,098,163 4,805,859 
Redeemable common stock owned by the ESOPRedeemable common stock owned by the ESOP96,623 74,278 Redeemable common stock owned by the ESOP93,352 100,487 
Shareholders' equity:Shareholders' equity:Shareholders' equity:
Senior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par valueSenior Non-Cumulative Perpetual Preferred Stock, Series ECIP, no par value
250,000 and zero authorized, issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $250,000250,000 and zero authorized, issued and outstanding at September 30, 2022 and December 31, 2021; aggregate liquidation preference of $250,000250,000 — 
Common Stock, par value $1.00 per share.Common Stock, par value $1.00 per share.Common Stock, par value $1.00 per share.
40,000,000 authorized at September 30, 2021 and December 31, 2020; 10,112,254 and 10,079,277 issued and outstanding at September 30, 2021 and December 31, 2020, respectively10,112 10,079 
40,000,000 authorized at September 30, 2022 and December 31, 2021; 11,601,136 and 10,115,945 issued and outstanding at September 30, 2022 and December 31, 2021, respectively40,000,000 authorized at September 30, 2022 and December 31, 2021; 11,601,136 and 10,115,945 issued and outstanding at September 30, 2022 and December 31, 2021, respectively11,601 10,116 
Unearned Employee Stock Ownership Plan compensationUnearned Employee Stock Ownership Plan compensation(1,609)(2,650)Unearned Employee Stock Ownership Plan compensation— (1,401)
Additional paid-in capitalAdditional paid-in capital66,767 67,742 Additional paid-in capital121,350 67,380 
Retained earningsRetained earnings307,269 273,204 Retained earnings345,615 314,357 
Accumulated other comprehensive income, net3,347 6,875 
Accumulated other comprehensive loss, netAccumulated other comprehensive loss, net(45,496)(33)
385,886 355,250 683,070 390,419 
Less: Redeemable common stock owned by the ESOPLess: Redeemable common stock owned by the ESOP(96,623)(74,278)Less: Redeemable common stock owned by the ESOP(93,352)(100,487)
Total shareholders' equityTotal shareholders' equity289,263 280,972 Total shareholders' equity589,718 289,932 
$5,113,324 $4,710,920 $6,781,233 $5,196,278 
The accompanying notes are an integral part of these condensed consolidated financial statements.
2

Table of Contents
BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Income
(Unaudited)
(In Thousands, Except Per Share Data)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020202120202022202120222021
Interest income:Interest income:Interest income:
Interest and fees on loansInterest and fees on loans$43,835 $44,083 $129,066 $113,710 Interest and fees on loans$64,309 $43,835 $161,008 $129,066 
Taxable securitiesTaxable securities2,097 1,815 6,024 5,157 Taxable securities2,658 2,097 7,467 6,024 
Tax-exempt securitiesTax-exempt securities455 573 1,473 1,942 Tax-exempt securities387 455 1,208 1,473 
Interest bearing bank balances and otherInterest bearing bank balances and other242 113 493 1,329 Interest bearing bank balances and other463 242 1,171 493 
Total interest incomeTotal interest income46,629 46,584 137,056 122,138 Total interest income67,817 46,629 170,854 137,056 
Interest expense:Interest expense:Interest expense:
DepositsDeposits1,746 3,193 5,873 11,259 Deposits3,066 1,746 7,105 5,873 
Short-term borrowings— — — 
Advances from Federal Home Loan BankAdvances from Federal Home Loan Bank78 79 233 239 Advances from Federal Home Loan Bank1,093 78 1,246 233 
Other borrowingsOther borrowings1,371 1,420 4,112 2,673 Other borrowings1,781 1,371 5,014 4,112 
Total interest expenseTotal interest expense3,195 4,692 10,218 14,173 Total interest expense5,940 3,195 13,365 10,218 
Net interest incomeNet interest income43,434 41,892 126,838 107,965 Net interest income61,877 43,434 157,489 126,838 
Provision for loan lossesProvision for loan losses1,469 4,671 7,395 7,706 Provision for loan losses489 1,469 940 7,395 
Net interest income after provision for loan lossesNet interest income after provision for loan losses41,965 37,221 119,443 100,259 Net interest income after provision for loan losses61,388 41,965 156,549 119,443 
Other operating income:Other operating income:Other operating income:
Service charges on deposit accountsService charges on deposit accounts7,484 5,690 19,226 16,674 Service charges on deposit accounts8,203 7,484 22,696 19,226 
Mortgage origination incomeMortgage origination income1,999 2,827 6,726 5,974 Mortgage origination income1,119 1,999 5,661 6,726 
Debit card interchangeDebit card interchange2,390 1,909 7,634 5,412 Debit card interchange2,393 2,390 7,569 7,634 
Securities gains, net— 57 
Other incomeOther income7,193 8,193 24,490 17,265 Other income5,851 7,193 18,336 24,494 
Total other operating incomeTotal other operating income19,066 18,625 58,080 45,382 Total other operating income17,566 19,066 54,262 58,080 
Other operating expenses:Other operating expenses:Other operating expenses:
Salaries and employee benefits expensesSalaries and employee benefits expenses25,218 23,162 72,365 65,349 Salaries and employee benefits expenses32,909 25,218 88,559 72,365 
Net occupancy expensesNet occupancy expenses3,606 3,459 10,779 9,709 Net occupancy expenses4,733 3,606 13,740 10,779 
Furniture, equipment and data processing expensesFurniture, equipment and data processing expenses6,282 5,801 18,322 15,621 Furniture, equipment and data processing expenses7,671 6,282 21,957 18,322 
Other expensesOther expenses7,716 7,490 19,931 19,834 Other expenses9,391 7,716 29,533 19,931 
Total other operating expensesTotal other operating expenses42,822 39,912 121,397 110,513 Total other operating expenses54,704 42,822 153,789 121,397 
Income before income taxesIncome before income taxes18,209 15,934 56,126 35,128 Income before income taxes24,250 18,209 57,022 56,126 
Income tax expenseIncome tax expense4,012 3,334 10,593 7,613 Income tax expense5,107 4,012 12,075 10,593 
Net incomeNet income$14,197 $12,600 $45,533 $27,515 Net income$19,143 $14,197 $44,947 $45,533 
Earnings per common share - basicEarnings per common share - basic$1.43 $1.25 $4.58 $2.98 Earnings per common share - basic$1.67 $1.43 $4.04 $4.58 
Earnings per common share - dilutedEarnings per common share - diluted$1.41 $1.24 $4.53 $2.96 Earnings per common share - diluted$1.67 $1.41 $4.01 $4.53 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3

Table of Contents
BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(In Thousands)
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
20212020202120202022202120222021
Net incomeNet income$14,197 $12,600 $45,533 $27,515 Net income$19,143 $14,197 $44,947 $45,533 
Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:Other comprehensive income (loss), net of tax:
Unrealized gains (losses) on securities available for sale(2,340)(225)(4,698)9,498 
Unrealized losses on securities available for saleUnrealized losses on securities available for sale(20,975)(2,340)(60,537)(4,698)
Tax effectTax effect583 56 1,170 (2,365)Tax effect5,223 583 15,074 1,170 
Total other comprehensive income (loss), net of tax(1,757)(169)(3,528)7,133 
Comprehensive income$12,440 $12,431 $42,005 $34,648 
Total other comprehensive loss, net of taxTotal other comprehensive loss, net of tax(15,752)(1,757)(45,463)(3,528)
Comprehensive income (loss)Comprehensive income (loss)$3,391 $12,440 $(516)$42,005 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4

Table of Contents
BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity
(Unaudited)
(In Thousands, Except Share and Per Share Data)

Unearned
ESOP
Compensation
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Less:
Redeemable
Common Stock
Owned by the ESOP
Total
Shareholders'
Equity
Unearned
ESOP
Compensation
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Less:
Redeemable
Common Stock
Owned by the ESOP
Total
Shareholders'
Equity
Common StockRetained
Earnings
Common StockRetained
Earnings
SharesAmountSharesAmount
July 1, 202010,126,817 $10,127 $(3,375)$70,173 $255,990 $7,584 $(57,545)$282,954 
July 1, 2021July 1, 202110,111,045 $10,111 $(1,957)$66,152 $296,900 $5,104 $(87,794)$288,516 
Net incomeNet income— — — — 12,600 — — 12,600 Net income— — — — 14,197 — — 14,197 
Other comprehensive loss, netOther comprehensive loss, net— — — — — (169)— (169)Other comprehensive loss, net— — — — — (1,757)— (1,757)
Purchase of Company stock(12,791)(13)— (588)— — — (601)
Issuance of restricted stockIssuance of restricted stock18,850 19 — (19)— — — — Issuance of restricted stock1,209 — (1)— — — — 
Stock based compensationStock based compensation— — — 367 — — — 367 Stock based compensation— — — 616 — — — 616 
Net change fair value of ESOP sharesNet change fair value of ESOP shares— — — — — — (10,977)(10,977)Net change fair value of ESOP shares— — — — — — (8,829)(8,829)
Common stock released by ESOPCommon stock released by ESOP— — 433 — — — — 433 Common stock released by ESOP— — 348 — — — — 348 
Dividends declared ($0.35 per share)— — — — (3,527)— — (3,527)
September 30, 202010,132,876 $10,133 $(2,942)$69,933 $265,063 $7,415 $(68,522)$281,080 
Dividends paid ($0.38 per share)Dividends paid ($0.38 per share)— — — — (3,828)— — (3,828)
September 30, 2021September 30, 202110,112,254 $10,112 $(1,609)$66,767 $307,269 $3,347 $(96,623)$289,263 
January 1, 20207,652,957 $7,653 $(4,476)$811 $247,241 $282 $(79,308)$172,203 
January 1, 2021January 1, 202110,079,277 $10,079 $(2,650)$67,742 $273,204 $6,875 $(74,278)$280,972 
Net incomeNet income— — — — 27,515 — — 27,515 Net income— — — — 45,533 — — 45,533 
Other comprehensive income, net— — — — — 7,133 — 7,133 
Acquisition of State Capital Corp.2,453,827 2,454 — 68,707 — — — 71,161 
Purchase of Company stock(12,791)(13)— (588)— — — (601)
Other comprehensive loss, netOther comprehensive loss, net— — — — — (3,528)— (3,528)
Issuance of restricted stockIssuance of restricted stock39,155 39 — (39)— — — — Issuance of restricted stock83,317 83 — (83)— — — — 
Shares withheld to satisfy withholding obligation in the vesting of restricted stockShares withheld to satisfy withholding obligation in the vesting of restricted stock(272)— — (10)— — — (10)Shares withheld to satisfy withholding obligation in the vesting of restricted stock(4,477)(4)— (225)— — — (229)
Purchase of Company stockPurchase of Company stock(45,863)(46)— (2,387)— — — (2,433)
Stock based compensationStock based compensation— — — 1,052 — — — 1,052 Stock based compensation— — — 1,720 — — — 1,720 
Net change fair value of ESOP sharesNet change fair value of ESOP shares— — — — — — 10,786 10,786 Net change fair value of ESOP shares— — — — — — (22,345)(22,345)
Common stock released by ESOPCommon stock released by ESOP— — 1,534 — — — — 1,534 Common stock released by ESOP— — 1,041 — — — — 1,041 
Dividends declared ($1.05 per share)— — — — (9,693)— — (9,693)
September 30, 202010,132,876 $10,133 $(2,942)$69,933 $265,063 $7,415 $(68,522)$281,080 
Dividends paid ($1.14 per share)Dividends paid ($1.14 per share)— — — — (11,468)— — (11,468)
September 30, 2021September 30, 202110,112,254 $10,112 $(1,609)$66,767 $307,269 $3,347 $(96,623)$289,263 

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


5

Table of Contents

BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Shareholders’ Equity (Continued)
(Unaudited)
(In Thousands, Except Share and Per Share Data)
Unearned
ESOP
Compensation
Additional
Paid-In
Capital
Accumulated
Other
Comprehensive
Income
Less:
Redeemable
Common Stock
Owned by the ESOP
Total
Shareholders'
Equity
Common StockRetained
Earnings
SharesAmount
July 1, 202110,111,045 $10,111 $(1,957)$66,152 $296,900 $5,104 $(87,794)$288,516 
Net income— — — — 14,197 — — 14,197 
Other comprehensive loss, net— — — — — (1,757)— (1,757)
Issuance of restricted stock1,209 — (1)— — — — 
Stock based compensation— — — 616 — — — 616 
Net change in fair value of ESOP shares— — — — — — (8,829)(8,829)
Common stock released by ESOP— — 348 — — — — 348 
Dividends declared ($0.38 per share)— — — — (3,828)— — (3,828)
September 30, 202110,112,254 $10,112 $(1,609)$66,767 $307,269 $3,347 $(96,623)$289,263 
January 1, 202110,079,277 $10,079 $(2,650)$67,742 $273,204 $6,875 $(74,278)$280,972 
Net income— — — — 45,533 — — 45,533 
Other comprehensive loss, net— — — — — (3,528)— (3,528)
Issuance of restricted stock83,317 83 — (83)— — — — 
Shares withheld to satisfy withholding obligation in the vesting of restricted stock(4,477)(4)— (225)— — — (229)
Purchase of Company stock(45,863)(46)— (2,387)— — — (2,433)
Stock based compensation— — — 1,720 — — — 1,720 
Net change fair value of ESOP shares— — — — — — (22,345)(22,345)
Common stock released by ESOP— — 1,041 — — — — 1,041 
Dividends declared ($1.14 per share)— — — — (11,468)— — (11,468)
September 30, 202110,112,254 $10,112 $(1,609)$66,767 $307,269 $3,347 $(96,623)$289,263 
The accompanying notes are an integral part of these condensed consolidated financial statements.

Unearned
ESOP
Compensation
Additional
Paid-In
Capital
Accumulated Other Comprehensive LossLess:
Redeemable
Common Stock
Owned by the ESOP
Total
Shareholders'
Equity
Preferred StockCommon StockRetained
Earnings
SharesAmountSharesAmount
July 1, 2022250,000 $250,000 11,627,071 $11,627 $— $122,132 $331,239 $(29,744)$(97,799)$587,455 
Net income— — — — — — 19,143 — — 19,143 
Other comprehensive loss, net— — — — — — — (15,752)— (15,752)
Issuance of restricted stock— — 2,911 — (3)— — — — 
Purchase of Company stock— — (28,846)(29)— (1,824)— — — (1,853)
Stock based compensation— — — — — 1,045 — — — 1,045 
Net change fair value of ESOP shares— — — — — — — — 4,447 4,447 
Dividends paid ($0.41 per share)— — — — — — (4,767)— — (4,767)
September 30, 2022250,000 $250,000 11,601,136 $11,601 $— $121,350 $345,615 $(45,496)$(93,352)$589,718 
January 1, 2022— $— 10,115,945 $10,116 $(1,401)$67,380 $314,357 $(33)$(100,487)$289,932 
Net income— — — — — — 44,947 — — 44,947 
Issuance of preferred stock250,000 250,000 — — — — — — — 250,000 
Issuance of common stock for acquisition of First Trust Corporation— — 1,444,732 1,445 — 55,044 — — — 56,489 
Other comprehensive loss, net— — — — — — — (45,463)— (45,463)
Issuance of restricted stock— — 98,679 99 — (99)— — — — 
Shares withheld to satisfy withholding obligation in the vesting of restricted stock— — (10,438)(11)— (701)— — — (712)
Purchase of Company stock— — (47,782)(48)(3,055)(3,103)
Stock based compensation— — — — — 2,781 — — — 2,781 
Net change fair value of ESOP shares— — — — — — — — 7,135 7,135 
Common stock released by ESOP— — — — 1,401 — — — — 1,401 
Dividends paid ($1.23 per share)— — — — — — (13,689)— — (13,689)
September 30, 2022250,000 $250,000 11,601,136 $11,601 $— $121,350 $345,615 $(45,496)$(93,352)$589,718 
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Table of Contents
BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
Nine Months Ended September 30,Nine Months Ended September 30,
2021202020222021
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net income per condensed consolidated statements of income$45,533 $27,515 
Net income per consolidated statements of incomeNet income per consolidated statements of income$44,947 $45,533 
Adjustments to reconcile net income to net cash from operating activities: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 lossesProvision for loan losses7,395 7,706 Provision for loan losses940 7,395 
Depreciation and amortizationDepreciation and amortization5,818 4,663 Depreciation and amortization7,466 5,818 
Net loss on sales of premises and equipmentNet loss on sales of premises and equipment279 294 Net loss on sales of premises and equipment278 279 
Net gain on sales of other real estate owned(169)(354)
Net (gain) loss on sales of other real estate ownedNet (gain) loss on sales of other real estate owned74 (169)
Write-downs of other real estate-ownedWrite-downs of other real estate-owned186 106 Write-downs of other real estate-owned563 186 
Deferred income tax expenseDeferred income tax expense399 935 Deferred income tax expense911 399 
Federal Home Loan Bank stock dividendsFederal Home Loan Bank stock dividends(9)(41)Federal Home Loan Bank stock dividends(23)(9)
Common stock released by ESOPCommon stock released by ESOP1,041 1,534 Common stock released by ESOP1,401 1,041 
Stock based compensation expenseStock based compensation expense1,720 1,052 Stock based compensation expense2,781 1,720 
Origination of loans held for saleOrigination of loans held for sale(300,866)(274,668)Origination of loans held for sale(228,530)(300,866)
Proceeds from loans held for saleProceeds from loans held for sale315,646 264,489 Proceeds from loans held for sale241,152 315,646 
Earnings on bank-owned life insuranceEarnings on bank-owned life insurance(5,858)(1,526)Earnings on bank-owned life insurance(1,913)(5,858)
Bargain purchase gain on merger— (1,078)
Net change in:Net change in:Net change in:
Accrued interest receivable and other assetsAccrued interest receivable and other assets5,849 (2,987)Accrued interest receivable and other assets(933)5,849 
Accrued interest payable and other liabilitiesAccrued interest payable and other liabilities(2,163)(3,928)Accrued interest payable and other liabilities4,848 (2,163)
Net cash from operating activitiesNet cash from operating activities74,801 23,712 Net cash from operating activities73,962 74,801 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Purchases of securities available for salePurchases of securities available for sale(317,600)(77,290)Purchases of securities available for sale(115,927)(317,600)
Maturities and calls of securities available for saleMaturities and calls of securities available for sale81,015 112,835 Maturities and calls of securities available for sale48,856 81,015 
Purchases of securities held to maturityPurchases of securities held to maturity(19,103)(777)Purchases of securities held to maturity— (19,103)
Maturities, prepayments and calls of securities held to maturityMaturities, prepayments and calls of securities held to maturity34,318 12,071 Maturities, prepayments and calls of securities held to maturity5,678 34,318 
Net increase in loansNet increase in loans(151,332)(465,459)Net increase in loans(934,387)(151,332)
Purchases of premises and equipmentPurchases of premises and equipment(5,188)(6,992)Purchases of premises and equipment(12,162)(5,188)
Proceeds from sales of premises and equipmentProceeds from sales of premises and equipment31 40 Proceeds from sales of premises and equipment— 31 
Proceeds from sales of other real estate ownedProceeds from sales of other real estate owned4,672 4,955 Proceeds from sales of other real estate owned4,418 4,672 
Investment in unconsolidated entities, net(96)(289)
Investment in unconsolidated entitiesInvestment in unconsolidated entities(30)(96)
Distributions from unconsolidated entitiesDistributions from unconsolidated entities2,490 — 
Purchase of bank-owned life insurancePurchase of bank-owned life insurance(10,000)— Purchase of bank-owned life insurance— (10,000)
Proceeds from bank-owned life insuranceProceeds from bank-owned life insurance5,987 — Proceeds from bank-owned life insurance— 5,987 
Purchases or redemptions of Federal Home Loan Bank stockPurchases or redemptions of Federal Home Loan Bank stock(163)2,562 Purchases or redemptions of Federal Home Loan Bank stock(12,210)(163)
Cash received in excess of cash paid for acquisitionCash received in excess of cash paid for acquisition— 75,303 Cash received in excess of cash paid for acquisition165,974 — 
Net cash used in investing activitiesNet cash used in investing activities(377,459)(343,041)Net cash used in investing activities(847,300)(377,459)

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BancPlus Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited)
(In Thousands)
Nine Months Ended September 30,Nine Months Ended September 30,
2021202020222021
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Net increase (decrease) in:Net increase (decrease) in:Net increase (decrease) in:
Noninterest-bearing depositsNoninterest-bearing deposits$168,926 $390,152 Noninterest-bearing deposits$(18,413)$168,926 
Money market, negotiable order of withdrawal, and savings depositsMoney market, negotiable order of withdrawal, and savings deposits265,081 21,169 Money market, negotiable order of withdrawal, and savings deposits(89,991)265,081 
Certificates of depositCertificates of deposit(56,950)(36,389)Certificates of deposit(132,207)(56,950)
Proceeds from Federal Home Loan Bank advancesProceeds from Federal Home Loan Bank advances1,392,000 — 
Payments on Federal Home Loan Bank advancesPayments on Federal Home Loan Bank advances(120)(14,884)Payments on Federal Home Loan Bank advances(1,102,402)(120)
Proceeds from issuance of subordinated debentures— 60,000 
Payment of subordinated debt issuance costs— (1,439)
Proceeds from issuance of preferred stockProceeds from issuance of preferred stock250,000 — 
Proceeds from other borrowingsProceeds from other borrowings20,000 — 
Payments on other borrowingsPayments on other borrowings(2,625)(2,625)Payments on other borrowings(20,000)(2,625)
Payment of debt issuance costs on other borrowingsPayment of debt issuance costs on other borrowings(25)— 
Cash dividends paid on common stockCash dividends paid on common stock(11,468)(9,693)Cash dividends paid on common stock(13,689)(11,468)
Purchase of Company stockPurchase of Company stock(2,433)(601)Purchase of Company stock(3,103)(2,433)
Shares withheld to pay taxes on restricted stock vestingShares withheld to pay taxes on restricted stock vesting(229)(10)Shares withheld to pay taxes on restricted stock vesting(712)(229)
Net cash from financing activitiesNet cash from financing activities360,182 405,680 Net cash from financing activities281,458 360,182 
Net change in cash and cash equivalentsNet change in cash and cash equivalents57,524 86,351 Net change in cash and cash equivalents(491,880)57,524 
Cash and cash equivalents at beginning of periodCash and cash equivalents at beginning of period637,545 312,972 Cash and cash equivalents at beginning of period664,165 637,545 
Cash and cash equivalents at end of periodCash and cash equivalents at end of period$695,069 $399,323 Cash and cash equivalents at end of period$172,285 $695,069 
Supplemental cash flow information:Supplemental cash flow information:Supplemental cash flow information:
Interest paidInterest paid$10,280 $10,889 Interest paid$11,840 $10,280 
Federal and state income tax paymentsFederal and state income tax payments9,950 7,175 Federal and state income tax payments5,750 9,950 
Acquisition of real estate in non-cash foreclosuresAcquisition of real estate in non-cash foreclosures4,924 5,836 Acquisition of real estate in non-cash foreclosures1,374 4,924 
Fair value of assets acquired net of liabilities assumedFair value of assets acquired net of liabilities assumed— 72,251 Fair value of assets acquired net of liabilities assumed59,572 — 

The accompanying notes are an integral part of these condensed consolidated financial statements.
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BancPlus Corporation and Subsidiaries
Condensed Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1: Basis of Presentation
BancPlus Corporation (the “Company”) is a bank holding company headquartered in Ridgeland, Mississippi operating in 1one reportable segment. 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 services. 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.
The unaudited interim condensed consolidated financial statements include the accounts of the Company and all other entities in which the Company has a controlling financial interest, and reflect all adjustments (consisting of normal recurring adjustments) that are necessary in the opinion of the Company’s management to fairly present the financial position, results of operations and cash flows of the Company. They have been derived from the audited consolidated financial statements for the fiscal year ended December 31, 2020;2021; however, certain notes and information have been omitted from the interim periods. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2020.2021. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform to the current period presentation. The accounting and financial reporting policies followed by the Company conform, in all material respects, to the accounting principles generally accepted in the United States (“GAAP”) and to general practices within the financial services industry. The results of operations for the interim periods are not necessarily indicative of the results to be expected for future interim periods or for the entire year.
The preparation of financial statements in conformity with GAAP 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. Particularly given the effects of the COVID-19 pandemic, the allowance for loan losses, allowance/provision for loan losses, the fair value of financial instruments and the status of contingencies are particularly subject to change. Material estimates that are subject to significant change in the near term are the allowance for loan losses, provision for loan losses, valuation of other real estate owned and fair values of financial instruments. Actual results could differ from these estimates.
Unless otherwise indicated, references to “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis, and reference to “BankPlus” refer to BankPlus, our wholly-owned subsidiary, as applicable.
Recently Issued But Not Yet Effective Accounting Standards
Accounting Standards Update 2016-13 (“ASU 2016-13”), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 was originally effective for the Company for annual and interim periods beginning on January 1, 2021. Subsequently, FASB approved a deferral of the effective date. ASU 2016-13 will now be effective for the Company for annual and interim periods beginning on January 1, 2023. The Company has formed a cross functional team that has been working with third-party vendors to build and validate a CECL model which has been running parallel with the Company’s current model while validation of the model is assessing data and system needs and evaluating the impact of adopting the new guidance.completed. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the Company adopts the new standard, but has not yet determined the magnitude of the one-time adjustment or the overall impact on the Company’s consolidated financial statements.

Accounting Standards Update 2020-04 (“ASU 2020-04”), “Reference Rate Reform - Topic 848.” In March 2020, the FASB issued ASU 2020-04, which provides temporary optional expedients and exceptions to the GAAP guidance on contract modifications, hedge accounting, and other transactions affected that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective upon issuance and can be applied through December
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31, 2022. The company is still evaluating the impact of ASU 2020-04, butCompany does not expect itASU 2020-04 to have a material impact on the Company’s consolidated financial statements.

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 loan or a continuation of an existing loan. ASU 2022-02 also enhances existing disclosure requirements and introduces new requirements related to certain 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 scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for the Company for annual and interim periods beginning on January 1, 2023. Implementation of ASU 2022-02 is not expected to materially impact the Company’s consolidated financial statements.

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Note 2: Earnings Per Share

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.
Three Months Ended September 30,Nine Months Ended September 30,Three Months Ended September 30,Nine Months Ended September 30,
(In thousands except per share data)(In thousands except per share data)2021202020212020(In thousands except per share data)2022202120222021
Net incomeNet income$14,197 $12,600 $45,533 $27,515 Net income$19,143 $14,197 $44,947 $45,533 
Weighted average common shares outstandingWeighted average common shares outstanding9,934 10,070 9,936 9,231 Weighted average common shares outstanding11,437 9,934 11,120 9,936 
Diluted effect of unallocated stockDiluted effect of unallocated stock116 64 105 72 Diluted effect of unallocated stock— 75 44 
Diluted effect of stock-based awardsDiluted effect of stock-based awards32 41 73 61 
Diluted common sharesDiluted common shares10,050 10,134 10,041 9,303 Diluted common shares11,469 10,050 11,199 10,041 
Basic earnings per common shareBasic earnings per common share$1.43 $1.25 $4.58 $2.98 Basic earnings per common share$1.67 $1.43 $4.04 $4.58 
Diluted earnings per common shareDiluted earnings per common share$1.41 $1.24 $4.53 $2.96 Diluted earnings per common share$1.67 $1.41 $4.01 $4.53 

Note 3: Business Combinations

State Capital Corp.First Trust Corporation

On AprilEffective March 1, 2020,2022, the Company completed its previously announced merger with State Capital Corp.First Trust Corporation (“SCC”FTC”), the holding company of StateFirst Bank &and Trust Company (“State Bank”FBT”). Pursuant to the terms of the Agreement and Plan of Share Exchange and Merger, dated September 18, 2019,28, 2021, as amended on February 9, 2022, by and among the Company, the Bank, SCC,BankPlus, FTC, and State BankFBT (the “Merger“FTC Merger Agreement”), following BancPlus’the Company’s acquisition of SCCFTC by a statutory share exchange, SCCFTC was merged with and into the Company,BancPlus, with the CompanyBancPlus surviving the merger (the “Merger”“FTC Holding Company Merger”). Immediately thereafter State BankFBT was merged with and into BankPlus, with BankPlus surviving the Bank,merger (together with the Bank survivingFTC Holding Company Merger, the merger. As a result of the“FTC Merger”). The FTC Merger expands the Company’s geographic footprint expandedinto Florida and adds additional locations in Mississippi, Louisiana and Alabama,Mississippi, providing access to new markets and deposits.

Pursuant to the FTC Merger Agreement, holders of SCCFTC stock received, in the aggregate, 1,444,764 shares of BancPlus common stock, received 0.6950with 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 the Company’s common stock, par value $1.00 per share, for each share of SCC common stock, par value $1.25 per share, helda previously disclosed Indemnity and Escrow Agreement that was entered into immediately prior to the effective timecompletion of the FTC Merger plus cash in lieu of fractional shares. The Company issued 2,453,827 shares of common stockpending a final determination from the Internal Revenue Service as to holders of SCC common stock, in additionwhether FTC’s subchapter S election would be reinstated retroactively to approximately $12,000 in lieu of fractional shares. In connection with the Merger,September 23, 2020. On June 27, 2022, the Company incurred approximately $6.4 million of acquisition expenses, of which approximately $6.2 million were incurred duringreceived notice from the nine months ended September 30, 2020. These expenses are recorded in other operating expenses and furniture, equipment and data processing expenses inIRS that FTC’s subchapter S election had been reinstated. On July 7, 2022, the Company’s Condensed Consolidated Statement of Income for the nine months ended September 30, 2020.

The excess fair value of net assets acquired over cost paid was recorded as a gain on bargain purchase during 2020. The gain on bargain purchase was primarily the result of changes in the value of the Company’s common stock due to the timing of the closing of the Merger relative to when the Merger Agreement was signed and declines in the overall market as a result of the COVID-19 pandemic over that period.escrow
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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. At the time of this filing, final valuations of the stock consideration, assets acquired and liabilities assumed were not complete. The Company expects to finalize its analysis of the acquired assets and assumed liabilities in this transaction within one year of the completion of the FTC Merger. Therefore, adjustments to the estimated amounts and carrying values may occur.

During the three and nine months ended September 30, 2022, the Company incurred approximately $2.9 million and $8.4 million of acquisition expenses in connection with the FTC Merger, respectively. These expenses are recorded in other expenses in the Company’s Consolidated Statement of Income for the three and nine months ended September 30, 2022.

The excess cost paid over the fair value of net assets acquired was recorded as goodwill during 2022. Goodwill, which reflects an enhanced presence in the Louisiana and Southern Mississippi market areas and expansion into the Florida panhandle market as well as synergies expected as a result of the combined operations, is not deductible for tax purposes.

The following table reflects the consideration paid and the preliminary fair value allocation of assets acquired and liabilities assumed as of the acquisition date:
(In thousands)
Purchase price allocation:
Common stock issued$71,16156,489 
Cash paid for fractional shares1263,239 
Total purchase price$71,173119,728 
Assets acquired:
Cash and due from banks$75,315229,213 
Securities Federal Home Loan Bank (“FHLB”) stock and First National Bankers Bankshares, Inc. stock97,91033,407 
Loans held for sale6,200 
Loans, net880,3901,000,382 
Premises and equipment29,96815,152 
Accrued interest receivable3,664 
Bank-owned life insurance28,4411,441 
Core deposit intangible6,045 
Taxes receivable7,787 
Deferred tax asset, net5,9727,825 
Other assets3,3304,584 
Total assets acquired$1,138,8221,298,204 
Liabilities assumed:
Deposits$1,024,381 
Advances from FHLB and other borrowings14,5631,212,712 
Subordinated debentures11,121 
Deferred compensation10,31021,733 
Other liabilities6,1964,187 
Total liabilities assumed$1,066,5711,238,632 
Net assets acquired72,25159,572 
Excess of fair value of net assets acquired over consideration paid - Gain on bargain purchaseGoodwill$(1,078)60,156 

In connection with the FTC Merger, the Company recorded a $6.0$7.8 million core deposit intangible, which will be amortized over 10 years. The Company also acquired loans with a fair value of $880.4 million, net of a $19.1 million$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 $11.6$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 SCCFTC was merged into BancPlus and separate financial information for SCCFTC is not available. The following table presents unaudited pro forma information as if the FTC Merger with SCC had occurred on January 1, 2020.2021. This pro forma information combines
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the historic condensed consolidated results of operations of BancPlus and SCCFTC 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, 2020.2021.

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Three Months EndedNine Months Ended
(In thousands, except per share data)September 30, 2020September 30, 2020
Net interest income$43,828 $123,958 
Other operating income18,626 47,034 
Net income available to common shareholders13,993 27,539 
Earnings per common share:
Basic$1.39 $2.74 
Diluted1.38 2.72 

First Trust Corporation

On September 28, 2021, the Company entered in an Agreement and Plan of Share Exchange and Merger with First Trust Corporation (“FTC”), the parent company of First Bank and Trust (“FBT”), whereby the Company will acquire FTC and the Bank will acquire FBT (the “transaction”). The transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of FTC.
Three Months Ended September 30,Nine Months Ended September 30,
(In thousands, except per share data)2022202120222021
Net interest income$62,029 $55,280 $165,082 $161,007 
Other operating income17,443 20,544 55,494 63,624 
Net income available to common shareholders19,268 18,514 47,576 57,363 
Earnings per common share:
Basic$1.68 $1.63 $4.16 $5.04 
Diluted1.68 1.61 4.13 4.99 
Note 4: Investment Securities
The following is a summary of the amortized cost and fair value of securities available for sale.
 Amortized Gross Unrealized Fair Amortized Gross Unrealized Fair
(In thousands)(In thousands)CostGainsLossesValue(In thousands)CostGainsLossesValue
September 30, 2021:
September 30, 2022:September 30, 2022:
U.S. TreasuriesU.S. Treasuries$35,741 $— $1,390 $34,351 
U.S. Government agency obligationsU.S. Government agency obligations$301,619 $421 $2,199 $299,841 U.S. Government agency obligations405,428 140 37,885 367,683 
Residential mortgage-backed securitiesResidential mortgage-backed securities118,554 3,522 230 121,846 Residential mortgage-backed securities109,693 15 11,887 97,821 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities14,764 146 16 14,894 Commercial mortgage-backed securities13,846 — 1,808 12,038 
Asset-backed securitiesAsset-backed securities13,068 506 35 13,539 Asset-backed securities11,094 137 144 11,087 
Corporate investmentsCorporate investments43,000 1,210 60 44,150 Corporate investments49,000 — 4,091 44,909 
State and political subdivisionsState and political subdivisions45,422 1,310 119 46,613 State and political subdivisions50,437 3,670 46,769 
Total available for saleTotal available for sale$536,427 $7,115 $2,659 $540,883 Total available for sale$675,239 $294 $60,875 $614,658 
December 31, 2020:
December 31, 2021:December 31, 2021:
U.S. Government agency obligationsU.S. Government agency obligations$12,092 $342 $— $12,434 U.S. Government agency obligations$354,774 $256 $4,780 $350,250 
Residential mortgage-backed securitiesResidential mortgage-backed securities181,569 5,644 187,212 Residential mortgage-backed securities107,772 2,312 297 109,787 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities16,793 538 — 17,331 Commercial mortgage-backed securities14,286 41 51 14,276 
Asset backed securitiesAsset backed securities13,990 543 86 14,447 Asset backed securities12,730 421 44 13,107 
Corporate investmentsCorporate investments32,750 420 22 33,148 Corporate investments43,500 1,138 128 44,510 
State and political subdivisionsState and political subdivisions45,025 1,833 57 46,801 State and political subdivisions43,596 1,200 112 44,684 
Total available for saleTotal available for sale$302,219 $9,320 $166 $311,373 Total available for sale$576,658 $5,368 $5,412 $576,614 
Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.
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The following is a summary of the amortized cost and fair value of securities held to maturity.
AmortizedGross UnrealizedFairAmortizedGross UnrealizedFair
(In thousands)(In thousands)CostGainsLossesValue(In thousands)CostGainsLossesValue
September 30, 2021:
September 30, 2022:September 30, 2022:
States and political subdivisionsStates and political subdivisions$78,423 $482 $— $78,905 States and political subdivisions$65,889 $— $384 $65,505 
Total held to maturityTotal held to maturity$78,423 $482 $— $78,905 Total held to maturity$65,889 $— $384 $65,505 
December 31, 2020:
December 31, 2021:December 31, 2021:
States and political subdivisionsStates and political subdivisions$93,766 $670 $— $94,436 States and political subdivisions$71,648 $436 $— $72,084 
Total held to maturityTotal held to maturity$93,766 $670 $— $94,436 Total held to maturity$71,648 $436 $— $72,084 
All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies.
Provided below is a summary of investment securities that were in an unrealized loss position and the length of time that individual securities have been in a continuous loss position.
Less Than 12 Months12 Months or MoreTotalLess Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
(In thousands)(In thousands)(In thousands)
September 30, 2021:
September 30, 2022:September 30, 2022:
Available for sale:Available for sale:
U.S. TreasuriesU.S. Treasuries$34,351 $1,390 $— $— 34,351 $1,390 
U.S. Government agenciesU.S. Government agencies149,098 13,997 214,034 23,888 363,132 37,885 
Residential mortgage-backed securitiesResidential mortgage-backed securities86,999 9,799 8,740 2,088 95,739 11,887 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities9,412 1,266 2,626 542 12,038 1,808 
Asset backed securitiesAsset backed securities1,909 75 1,831 69 3,740 144 
Corporate investmentsCorporate investments40,379 3,622 4,530 469 44,909 4,091 
States and political subdivisionsStates and political subdivisions40,406 2,939 4,542 731 44,948 3,670 
$362,554 $33,088 $236,303 $27,787 598,857 $60,875 
Held to maturity:Held to maturity:
States and political subdivisionsStates and political subdivisions$9,758 $384 $— $— 9,758 $384 
$9,758 $384 $— $— 9,758 $384 
December 31, 2021:December 31, 2021:
Available for sale:Available for sale:Available for sale:
U.S. Government agenciesU.S. Government agencies$255,063 $2,199 $— $— 255,063 $2,199 U.S. Government agencies$314,614 $4,780 $— $— 314,614 $4,780 
Residential mortgage-backed securitiesResidential mortgage-backed securities12,031 230 — — 12,031 230 Residential mortgage-backed securities15,216 297 — — 15,216 297 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities3,174 16 — — 3,174 16 Commercial mortgage-backed securities8,376 51 — — 8,376 51 
Asset backed securitiesAsset backed securities— — 2,271 35 2,271 35 Asset backed securities2,272 2,192 36 4,464 44 
Corporate investmentsCorporate investments6,941 60 — — 6,941 60 Corporate investments11,372 128 — — 11,372 128 
States and political subdivisionsStates and political subdivisions5,636 119 — — 5,636 119 States and political subdivisions6,117 112 — — 6,117 112 
$282,845 $2,624 $2,271 $35 285,116 $2,659 $357,967 $5,376 $2,192 $36 360,159 $5,412 
December 31, 2020:
Available for sale:
Residential mortgage-backed securities$4,471 $$— $— 4,471 $
Commercial mortgage-backed securities305 — — — 305 — 
Asset backed securities2,492 86 — — 2,492 86 
Corporate investments9,229 22 — — 9,229 22 
States and political subdivisions3,028 57 — — 3,028 57 
$19,525 $166 $— $— 19,525 $166 
The number of debt securities in an unrealized loss position increased from 1382 at December 31, 20202021 to 62344 at September 30, 2021.2022. 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. 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, which may be
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at maturity, the Company does not consider these investments to be impaired on an other-than-temporary basis at September 30, 2021.2022.
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.
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Available for SaleHeld to MaturityAvailable for SaleHeld to Maturity
AmortizedFairAmortizedFairAmortizedFairAmortizedFair
(In thousands)(In thousands)CostValueCostValue(In thousands)CostValueCostValue
September 30, 2021:
September 30, 2022:September 30, 2022:
One year or lessOne year or less$11,330 $11,402 $12,437 $12,455 One year or less$34,491 $33,739 $7,868 $7,851 
After one through five yearsAfter one through five years179,898 179,041 46,344 46,558 After one through five years363,116 334,048 47,439 47,155 
After five through ten yearsAfter five through ten years204,514 205,651 16,887 17,137 After five through ten years153,343 134,894 8,372 8,289 
After ten yearsAfter ten years140,685 144,789 2,755 2,755 After ten years124,289 111,977 2,210 2,210 
$536,427 $540,883 $78,423 $78,905 $675,239 $614,658 $65,889 $65,505 

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 SaleHeld to Maturity
AmortizedFairAmortizedFair
(In thousands)CostValueCostValue
September 30, 2021$441,300 $444,560 $44,697 $45,144 
December 31, 2020$251,913 $260,351 $57,110 $57,770 
Available for SaleHeld to Maturity
AmortizedFairAmortizedFair
(In thousands)CostValueCostValue
September 30, 2022$436,693 $393,434 $35,755 $35,433 
December 31, 2021$451,402 $450,480 $38,704 $39,102 
Note 5: Loans
The following is a summary of the Company’s loan portfolio by loan class.
(In thousands)(In thousands)September 30, 2021December 31, 2020(In thousands)September 30, 2022December 31, 2021
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$773,928 $738,340 Residential properties$1,311,672 $774,699 
Construction and land developmentConstruction and land development465,564 403,496 Construction and land development945,639 543,763 
FarmlandFarmland212,645 217,104 Farmland273,575 211,503 
Other commercialOther commercial1,339,214 1,224,633 Other commercial2,145,785 1,396,085 
Total real estateTotal real estate2,791,351 2,583,573 Total real estate4,676,671 2,926,050 
Commercial and industrial loansCommercial and industrial loans534,160 635,714 Commercial and industrial loans664,439 527,102 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers101,973 85,469 Agricultural production and other loans to farmers90,647 86,520 
Consumer and other loansConsumer and other loans98,602 73,976 Consumer and other loans118,011 79,500 
Total loans before allowance for loan lossesTotal loans before allowance for loan losses$3,526,086 $3,378,732 Total loans before allowance for loan losses$5,549,768 $3,619,172 
Loans are stated at the amount of unpaid principal net of discounts and premiums on acquired loans, before allowance for loan 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 Board of Directors 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 Mississippi, Louisiana, Alabama, and Alabama.Florida.
The risk characteristics of the Company’s material portfolio segments are as follows:
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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.
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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.
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 of business on the secured property. Sources of repayment for 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.
Consumer and Other Loans - 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. Current year 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.
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 nonaccrual loans, segregated by class.

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(In thousands)(In thousands)September 30, 2021December 31, 2020(In thousands)September 30, 2022December 31, 2021
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$3,318 $3,869 Residential properties$2,902 $3,154 
Construction and land developmentConstruction and land development58 1,863 Construction and land development30 51 
FarmlandFarmland1,893 158 Farmland960 1,327 
Other commercialOther commercial2,324 7,947 Other commercial1,502 1,176 
Total real estateTotal real estate7,593 13,837 Total real estate5,394 5,708 
Commercial and industrial loansCommercial and industrial loans106 12 Commercial and industrial loans759 20 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers135 85 Agricultural production and other loans to farmers— 
Consumer and other loansConsumer and other loans210 177 Consumer and other loans26 166 
Total nonaccrual loansTotal nonaccrual loans$8,044 $14,111 Total nonaccrual loans$6,179 $5,897 

An age analysis of past due loans (including both accruing and non-accruing loans) segregated by class of loans is as follows:
(In thousands)Past Due 30-89 DaysPast Due 90 Days or MoreTotal Past DueCurrentTotal LoansPast Due 90 Days or More and Accruing
September 30, 2021
Secured by real estate:
Residential properties$5,427 $2,008 $7,435 $766,493 $773,928 $696 
Construction and land development307 1,331 1,638 463,926 465,564 1,331 
Farmland189 515 704 211,941 212,645 46 
Other commercial4,037 317 4,354 1,334,860 1,339,214 14 
Total real estate9,960 4,171 14,131 2,777,220 2,791,351 2,087 
Commercial and industrial loans1,144 192 1,336 532,824 534,160 94 
Agricultural production and other loans to farmers23 226 249 101,724 101,973 94 
Consumer loans338 234 572 98,030 98,602 24 
Total$11,465 $4,823 $16,288 $3,509,798 $3,526,086 $2,299 
(In thousands)Past Due 30-89 DaysPast Due 90 Days or MoreTotal Past DueCurrentTotal LoansPast Due 90 Days or More and Accruing
December 31, 2020
Secured by real estate:
Residential properties$5,836 $2,016 $7,852 $730,488 $738,340 $1,174 
Construction and land development713 3,086 3,799 399,697 403,496 1,843 
Farmland373 779 1,152 215,952 217,104 618 
Other commercial3,956 3,084 7,040 1,217,593 1,224,633 2,417 
Total real estate10,878 8,965 19,843 2,563,730 2,583,573 6,052 
Commercial and industrial loans2,195 135 2,330 633,384 635,714 135 
Agricultural production and other loans to farmers319 15 334 85,135 85,469 15 
Consumer loans444 278 722 73,254 73,976 101 
Total$13,836 $9,393 $23,229 $3,355,503 $3,378,732 $6,303 

(In thousands)Past Due 30-89 DaysPast Due 90 Days or MoreTotal Past DueCurrentTotal LoansPast Due 90 Days or More and Accruing
September 30, 2022
Secured by real estate:
Residential properties$6,833 $1,674 $8,507 $1,303,165 $1,311,672 $829 
Construction and land development194 66 260 945,379 945,639 66 
Farmland313 1,039 1,352 272,223 273,575 75 
Other commercial819 916 1,735 2,144,050 2,145,785 287 
Total real estate8,159 3,695 11,854 4,664,817 4,676,671 1,257 
Commercial and industrial loans1,444 174 1,618 662,821 664,439 107 
Agricultural production and other loans to farmers181 168 349 90,298 90,647 168 
Consumer loans909 52 961 117,050 118,011 26 
Total$10,693 $4,089 $14,782 $5,534,986 $5,549,768 $1,558 

(In thousands)Past Due 30-89 DaysPast Due 90 Days or MoreTotal Past DueCurrentTotal LoansPast Due 90 Days or More and Accruing
December 31, 2021
Secured by real estate:
Residential properties$4,537 $2,032 $6,569 $768,130 $774,699 $865 
Construction and land development367 1,085 1,452 542,311 543,763 1,085 
Farmland600 425 1,025 210,478 211,503 30 
Other commercial1,589 1,118 2,707 1,393,378 1,396,085 212 
Total real estate7,093 4,660 11,753 2,914,297 2,926,050 2,192 
Commercial and industrial loans824 623 1,447 525,655 527,102 606 
Agricultural production and other loans to farmers311 32 343 86,177 86,520 32 
Consumer loans374 250 624 78,876 79,500 84 
Total$8,602 $5,565 $14,167 $3,605,005 $3,619,172 $2,914 
Impaired Loans - Impaired loans include nonperforming loans, loans modified in troubled debt restructurings (“TDRs”) where concessions have been granted to borrowers experiencing financial difficulties, and certain other loans identified by management.
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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.

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Impaired loans, segregated by class were as follows:

September 30, 2021September 30, 2022
PrincipalRecordedRelatedPrincipalRecordedRelated
(In thousands)(In thousands)Balance
Balance (1)
Allowance(In thousands)Balance
Balance (1)
Allowance
Impaired loans with no related allowance:Impaired loans with no related allowance:Impaired loans with no related allowance:
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$7,666 $5,099 $— Residential properties$7,255 $4,752 $— 
Construction and land developmentConstruction and land development3,669 1,656 — Construction and land development2,273 908 — 
FarmlandFarmland11,994 11,439 — Farmland1,387 969 — 
Other commercialOther commercial4,015 2,448 — Other commercial8,372 7,250 — 
Total real estateTotal real estate27,344 20,642 — Total real estate19,287 13,879 — 
Commercial and industrialCommercial and industrial19,723 19,393 — Commercial and industrial15,173 11,710 — 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers289 147 — Agricultural production and other loans to farmers36 — — 
Consumer and other loansConsumer and other loans236 210 — Consumer and other loans276 53 — 
TotalTotal$47,592 $40,392 $— Total$34,772 $25,642 $— 
Impaired loans with related allowance:Impaired loans with related allowance:Impaired loans with related allowance:
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$1,060 $1,060 $Residential properties$800 $800 $
Construction and land developmentConstruction and land development— — — Construction and land development— — — 
FarmlandFarmland— — — Farmland— — — 
Other commercialOther commercial1,948 1,948 276 Other commercial— — — 
Total real estateTotal real estate3,008 3,008 285 Total real estate800 800 
Commercial and industrialCommercial and industrial2,324 2,324 991 Commercial and industrial— — — 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers— — — Agricultural production and other loans to farmers— — — 
Consumer and other loansConsumer and other loans— — — Consumer and other loans— — — 
TotalTotal5,332 5,332 1,276 Total800 800 
Total impaired loansTotal impaired loans$52,924 $45,724 $1,276 Total impaired loans$35,572 $26,442 $

(1) Recorded balance represents the carrying value – the contractual principal obligation due from the customer less charge offs and payments applied.    
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December 31, 2020
PrincipalRecordedRelated
(In thousands)Balance
Balance (1)
Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties$8,474 $5,795 $— 
Construction and land development5,530 3,462 — 
Farmland11,024 10,584 — 
Other commercial8,439 5,149 — 
Total real estate33,467 24,990 — 
Commercial and industrial10,386 9,962 — 
Agricultural production and other loans to farmers156 97 — 
Consumer and other loans216 177 — 
Total$44,225 $35,226 $— 
Impaired loans with related allowance:
Secured by real estate:
Residential properties$1,073 $1,073 $
Construction and land development— — — 
Farmland— — — 
Other commercial6,072 6,039 2,028 
Total real estate7,145 7,112 2,037 
Commercial and industrial4,430 4,430 2,158 
Agricultural production and other loans to farmers— — — 
Consumer and other loans— — — 
Total11,575 11,542 4,195 
Total impaired loans$55,800 $46,768 $4,195 
December 31, 2021
PrincipalRecordedRelated
(In thousands)Balance
Balance (1)
Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties$7,667 $5,034 $— 
Construction and land development3,615 1,649 — 
Farmland3,413 2,859 — 
Other commercial2,671 1,300 — 
Total real estate17,366 10,842 — 
Commercial and industrial17,528 17,300 — 
Agricultural production and other loans to farmers105 15 — 
Consumer and other loans249 166 — 
Total$35,248 $28,323 $— 
Impaired loans with related allowance:
Secured by real estate:
Residential properties$813 $813 $
Construction and land development— — — 
Farmland— — — 
Other commercial1,906 1,906 304 
Total real estate2,719 2,719 313 
Commercial and industrial4,542 4,542 1,701 
Agricultural production and other loans to farmers— — — 
Consumer and other loans— — — 
Total7,261 7,261 2,014 
Total impaired loans$42,509 $35,584 $2,014 

(1)Recorded balance represents the carrying value – the contractual principal obligation due from the customer less charge-offs and payments applied.

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The average recorded investment and interest recognized for impaired loans for the three and nine months ended September 30, 20212022 and 20202021 are presented below.
Three Months Ended September 30,Three Months Ended September 30,
2021202020222021
AverageInterestAverageInterestAverageInterestAverageInterest
(In thousands)(In thousands)InvestmentRecognizedInvestmentRecognized(In thousands)InvestmentRecognizedInvestmentRecognized
Secured by real estate:Secured by real estate:Secured by real estate:
Residential properties Residential properties$6,123 $42 $6,934 $38  Residential properties$5,034 $47 $6,123 $42 
Construction and land development Construction and land development1,139 23 2,026 31  Construction and land development881 22 1,139 23 
Farmland Farmland11,150 104 10,515 127  Farmland965 — 11,150 104 
Other commercial Other commercial5,046 14 12,389 61  Other commercial6,066 68 5,046 14 
Total real estate Total real estate23,458 183 31,864 257  Total real estate12,946 137 23,458 183 
Commercial and industrialCommercial and industrial21,728 281 1,133 Commercial and industrial12,165 282 21,728 281 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers146 97 — Agricultural production and other loans to farmers146 
Consumer loansConsumer loans210 — 180 — Consumer loans45 — 210 — 
Total Total$45,542 $467 $33,274 $264  Total$25,161 $420 $45,542 $467 
Nine Months Ended September 30,Nine Months Ended September 30,
2021202020222021
AverageInterestAverageInterestAverageInterestAverageInterest
(In thousands)(In thousands)InvestmentRecognizedInvestmentRecognized(In thousands)InvestmentRecognizedInvestmentRecognized
Secured by real estate:Secured by real estate:Secured by real estate:
Residential properties Residential properties$6,489 $106 $5,773 $114  Residential properties$5,274 $66 $6,489 $106 
Construction and land development Construction and land development2,107 80 2,013 96  Construction and land development1,221 77 2,107 80 
Farmland Farmland10,452 356 10,517 382  Farmland1,838 — 10,452 356 
Other commercial Other commercial6,827 129 11,876 176  Other commercial5,239 131 6,827 129 
Total real estate Total real estate25,875 671 30,179 768  Total real estate13,572 274 25,875 671 
Commercial and industrialCommercial and industrial20,076 753 689 20 Commercial and industrial14,936 506 20,076 753 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers94 78 — Agricultural production and other loans to farmers94 
Consumer loansConsumer loans191 — 182 — Consumer loans64 — 191 — 
Total Total$46,236 $1,427 $31,128 $788  Total$28,581 $781 $46,236 $1,427 
There were no modifications classified as TDRs for the nine months ended September 30, 20212022 or 2020.2021. Although there were additional modifications of terms on some loans, the prevailing modifications during the reported periods were related to converting the loans to interest only 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 principal on the above loans. The allowance for loan losses attributable to restructured loans was $169,000$7,000 and $2.0 million$139,000 at September 30, 20212022 and December 31, 2020,2021, respectively. The primary reason for the decrease in the allowance for loan losses attributable to restructured loans was a $1.8 million payment received in the first quarter of 2021 related to a loan classified as a TDR in 2019. The Company defines a payment default as a payment received more than 90 days after its due date.

Note 6: Allowance for Loan Losses

As management evaluates the allowance for loan 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; and (3) general allocations for each major loan category for loans not deemed impaired 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.
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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:
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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 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 that may be inadequate, guarantor support that may be virtually non-existent, and management that 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.
Classified loans for the Company include loans in Risk Grades 8, 9 and 10. Loans may be classified but not considered impaired, due to one of the following reasons: (i) the loan falls below the established minimum dollar thresholds for loan impairment testing or (ii) the loan was tested for impairment, but not deemed to be impaired.
The following table summarizes the credit quality of the Company’s loan portfolio by loan class for the period indicated:
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Risk GradesRisk GradeRisk GradeRisk GradeRisk GradesRisk GradeRisk GradeRisk Grade
(In thousands)(In thousands)1-6789Total(In thousands)1-6789Total
September 30, 2021
September 30, 2022September 30, 2022
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$759,167 $21 $14,740 $— $773,928 Residential properties$1,298,704 $26 $12,899 $43 $1,311,672 
Construction and land developmentConstruction and land development460,712 4,107 745 — 465,564 Construction and land development939,982 4,107 1,550 — 945,639 
FarmlandFarmland199,608 — 13,037 — 212,645 Farmland270,512 — 3,063 — 273,575 
Other commercialOther commercial1,330,515 1,001 7,621 77 1,339,214 Other commercial2,134,357 116 11,312 — 2,145,785 
Total real estateTotal real estate2,750,002 5,129 36,143 77 2,791,351 Total real estate4,643,555 4,249 28,824 43 4,676,671 
Commercial and industrialCommercial and industrial510,359 — 23,756 45 534,160 Commercial and industrial651,158 — 13,274 664,439 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers101,549 71 353 — 101,973 Agricultural production and other loans to farmers90,192 — 368 87 90,647 
Consumer and other loansConsumer and other loans98,302 — 300 — 98,602 Consumer and other loans117,798 — 213 — 118,011 
TotalTotal$3,460,212 $5,200 $60,552 $122 $3,526,086 Total$5,502,703 $4,249 $42,679 $137 $5,549,768 
Risk GradesRisk GradeRisk GradeRisk GradeRisk GradesRisk GradeRisk GradeRisk Grade
(In thousands)(In thousands)1-6789Total(In thousands)1-6789Total
December 31, 2020
December 31, 2021December 31, 2021
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$721,024 $— $17,316 $— $738,340 Residential properties$763,116 $— $11,583 $— $774,699 
Construction and land developmentConstruction and land development401,347 — 2,149 — 403,496 Construction and land development537,573 4,097 2,093 — 543,763 
FarmlandFarmland205,211 — 11,893 — 217,104 Farmland208,318 — 3,185 — 211,503 
Other commercialOther commercial1,209,365 — 15,041 227 1,224,633 Other commercial1,386,240 — 9,845 — 1,396,085 
Total real estateTotal real estate2,536,947 — 46,399 227 2,583,573 Total real estate2,895,247 4,097 26,706 — 2,926,050 
Commercial and industrialCommercial and industrial619,086 51 16,526 51 635,714 Commercial and industrial503,603 — 23,496 527,102 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers85,197 91 181 — 85,469 Agricultural production and other loans to farmers86,292 — 228 — 86,520 
Consumer and other loansConsumer and other loans73,560 — 416 — 73,976 Consumer and other loans79,176 — 306 18 79,500 
TotalTotal$3,314,790 $142 $63,522 $278 $3,378,732 Total$3,564,318 $4,097 $50,736 $21 $3,619,172 
Transactions in the allowance for loan losses and balances in the loan portfolio by loan segment are as follows:

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(In thousands)(In thousands)Commercial
and Industrial
Commercial
Real Estate
ResidentialConsumer
and other
Total(In thousands)Commercial
and Industrial
Commercial
Real Estate
ResidentialConsumer
and other
Total
Three Months Ended September 30, 2021
Three Months Ended September 30, 2022Three Months Ended September 30, 2022
Allowance for loan losses:Allowance for loan losses:Allowance for loan losses:
Beginning balanceBeginning balance$6,493 $23,051 $10,234 $2,226 $42,004 Beginning balance$4,126 $27,957 $9,274 $1,996 $43,353 
Provision for loan lossesProvision for loan losses(565)616 352 1,066 1,469 Provision for loan losses1,331 (1,169)193 134 489 
Recoveries on loansRecoveries on loans175 1,625 59 449 2,308 Recoveries on loans34 272 49 486 841 
Loans charged offLoans charged off(37)(349)(122)(1,272)(1,780)Loans charged off(774)(240)(3)(1,133)(2,150)
Ending balanceEnding balance$6,066 $24,943 $10,523 $2,469 $44,001��Ending balance$4,717 $26,820 $9,513 $1,483 $42,533 
Nine Months Ended September 30, 2021
Nine Months Ended September 30, 2022Nine Months Ended September 30, 2022
Allowance for loan losses:Allowance for loan losses:Allowance for loan losses:
Beginning balanceBeginning balance$6,337 $20,163 $7,900 $1,600 $36,000 Beginning balance$6,556 $27,133 $9,488 $1,823 $45,000 
Provision for loan lossesProvision for loan losses(433)3,481 2,581 1,766 7,395 Provision for loan losses(200)(459)650 949 940 
Recoveries on loansRecoveries on loans479 2,277 340 2,046 5,142 Recoveries on loans114 826 158 2,047 3,145 
Loans charged offLoans charged off(317)(978)(298)(2,943)(4,536)Loans charged off(1,753)(680)(783)(3,336)(6,552)
Ending balanceEnding balance$6,066 $24,943 $10,523 $2,469 $44,001 Ending balance$4,717 $26,820 $9,513 $1,483 $42,533 
Period End Allowance Balance Allocated To:Period End Allowance Balance Allocated To:Period End Allowance Balance Allocated To:
Individually evaluated for impairmentIndividually evaluated for impairment$991 $276 $$— $1,276 Individually evaluated for impairment$— $— $$— $
Collectively evaluated for impairmentCollectively evaluated for impairment5,075 24,667 10,514 2,469 42,725 Collectively evaluated for impairment4,717 26,820 9,506 1,483 42,526 
Ending balanceEnding balance$6,066 $24,943 $10,523 $2,469 $44,001 Ending balance$4,717 $26,820 $9,513 $1,483 $42,533 


(In thousands)(In thousands)Commercial and IndustrialCommercial Real EstateResidentialConsumer and otherUnallocatedTotal(In thousands)Commercial and IndustrialCommercial Real EstateResidentialConsumer and otherTotal
Three Months Ended September 30, 2020
Three Months Ended September 30, 2021Three Months Ended September 30, 2021
Allowance for loan losses:Allowance for loan losses:Allowance for loan losses:
Beginning balanceBeginning balance$3,269 $12,580 $5,968 $1,340 $902 $24,059 Beginning balance$6,493 $23,051 $10,234 $2,226 $42,004 
Provision for loan losses Provision for loan losses2,812 1,835 170 (82)(64)4,671  Provision for loan losses(565)616 352 1,066 1,469 
Recoveries on loans Recoveries on loans34 103 140 827 — 1,104  Recoveries on loans175 1,625 59 449 2,308 
Loans charged off Loans charged off(261)(1,960)(34)(731)— (2,986) Loans charged off(37)(349)(122)(1,272)(1,780)
Balance, end of year Balance, end of year$5,854 $12,558 $6,244 $1,354 $838 $26,848  Balance, end of year$6,066 $24,943 $10,523 $2,469 $44,001 
Nine Months Ended September 30, 2020
Nine Months Ended September 30, 2021Nine Months Ended September 30, 2021
Allowance for loan losses:Allowance for loan losses:Allowance for loan losses:
Beginning balanceBeginning balance$2,773 $10,766 $5,568 $1,135 $1,258 $21,500 Beginning balance$6,337 $20,163 $7,900 $1,600 $36,000 
Provision for loan lossesProvision for loan losses3,427 3,824 707 168 (420)7,706 Provision for loan losses(433)3,481 2,581 1,766 7,395 
Recoveries on loansRecoveries on loans148 150 237 2,619 — 3,154 Recoveries on loans479 2,277 340 2,046 5,142 
Loans charged offLoans charged off(494)(2,182)(268)(2,568)— (5,512)Loans charged off(317)(978)(298)(2,943)(4,536)
Ending balanceEnding balance$5,854 $12,558 $6,244 $1,354 $838 $26,848 Ending balance$6,066 $24,943 $10,523 $2,469 $44,001 
Period End Allowance Balance Allocated To:Period End Allowance Balance Allocated To:Period End Allowance Balance Allocated To:
Individually evaluated for impairmentIndividually evaluated for impairment$471 $1,949 $17 $— $— $2,437 Individually evaluated for impairment$991 $276 $$— $1,276 
Collectively evaluated for impairmentCollectively evaluated for impairment5,383 10,609 6,227 1,354 838 24,411 Collectively evaluated for impairment5,075 24,667 10,514 2,469 42,725 
Ending balanceEnding balance$5,854 $12,558 $6,244 $1,354 $838 $26,848 Ending balance$6,066 $24,943 $10,523 $2,469 $44,001 
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The following table provides the recorded investment in loans, net of unearned income, based on the Company’s impairment methodology as of the dates presented:

(In thousands)(In thousands)Commercial and IndustrialCommercial Real EstateResidentialConsumer and otherTotal(In thousands)Commercial and IndustrialCommercial Real EstateResidentialConsumer and otherTotal
September 30, 2021
September 30, 2022September 30, 2022
Individually evaluated for impairmentIndividually evaluated for impairment$21,611 $14,046 $2,369 $174 $38,200 Individually evaluated for impairment$10,952 $4,811 $1,603 $— $17,366 
Collectively evaluated for impairmentCollectively evaluated for impairment512,549 2,003,377 771,559 200,401 3,487,886 Collectively evaluated for impairment653,487 3,360,188 1,310,069 208,658 5,532,402 
Ending balanceEnding balance$534,160 $2,017,423 $773,928 $200,575 $3,526,086 Ending balance$664,439 $3,364,999 $1,311,672 $208,658 $5,549,768 
December 31, 2020
December 31, 2021December 31, 2021
Individually evaluated for impairmentIndividually evaluated for impairment$14,392 $25,234 $6,868 $274 $46,768 Individually evaluated for impairment$21,822 $3,434 $1,640 $166 $27,062 
Collectively evaluated for impairmentCollectively evaluated for impairment621,322 1,819,999 731,472 159,171 3,331,964 Collectively evaluated for impairment505,280 2,147,917 773,059 165,854 3,592,110 
Ending balance Ending balance$635,714 $1,845,233 $738,340 $159,445 $3,378,732  Ending balance$527,102 $2,151,351 $774,699 $166,020 $3,619,172 

Note 7: Regulatory Matters
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 triggers certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items 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 U.S. capital rules, which in substance adopted the international Basel III Capital Rules and accordingly are referred to as the Basel III rules, became effective for both the Company and the 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. The Basel III rules require banking institutions to comply with three minimum risk-based capital ratios for common equity Tier 1 (“CET1”) capital, Tier 1 capital, and total capital, as well as a minimum leverage ratio based on Tier 1 capital.

Under the Basel III rules, the Company must maintain a capital conservation buffer of CET1 capital above the minimum risk-based capital ratios. The capital conservation buffer is designed to absorb losses during periods of economic stress and effectively increases the minimum required risk-weighted capital ratios. If, after deducting the buffer amount from its CET1 capital, Tier 1 capital, and total capital, any of these amounts results in a risk-based capital ratio below the minimum, a banking institution will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall. The capital conservation buffer, which wasis 2.50% at September 30, 2021 and December 31, 2020,, is included in the minimum capital requirements relative to risk-weighted assets in the following table.

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% 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 Basel III risk-based capital framework. Management believes as of September 30, 20212022 and December 31, 2020,2021, the Company and the Bank met Basel IIIthe minimum leverage ratio or capital requirements to which they are subject.

The Bank is also subject to capital requirements under the prompt corrective action regime. As of September 30, 2021,2022, the most recent notification fromBank maintained each of the Federal Deposit Insurance Corporationcapital ratios required to be categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. 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. ToFor the period ended September 30, 2022, the Company and the Bank elected to adopt the CBLR framework, which provides for the Company and the Bank to be categorized as well capitalized an insured depository institution mustbased
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on a single capital ratio, the CBLR. Prior to the adoption of the CBLR framework, including at December 31, 2021, the Bank was required to maintain certain ratios of CET1 capital, Tier 1 capital and total capital to risk-weighted assets, and of Tier 1 capital to adjusted quarterly average assets.assets to be categorized as well capitalized. There are no conditions or events since that notificationSeptember 30, 2022 that management believes have changed the Bank’s category. The amounts of the Bank’s capital relative to the standards for well capitalized status are set forth in the following table.
TheAt December 31, 2021, 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. 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 (loss) in CET1 capital.
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Tier 1 capital includes CET1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at September 30, 2021 and December 31, 20202021 included $51.0 million and $50.7 million of trust preferred securities issued by the trusts (net of investment in the trusts), respectively.. The Bank did not have any additional Tier 1 capital beyond CET1 capital as of September 30, 2021 and December 31, 2020.2021.
Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 capital for both the Company and the Bank includes a permissible portion of the allowance for loan losses. In addition, Tier 2 capital at September 30, 2021 and December 31, 20202021 for the Company includes $58.8 million and $58.6 million, respectively, of subordinated debentures. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III.regulations.
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The following table presents actual and required capital ratios for the Company and the Bank under the Basel III rules.Bank.
 Actual Minimum Requirement Required to be
 Well Capitalized
(In thousands) Capital AmountRatio Capital AmountRatio Capital AmountRatio
September 30, 2021:
Company:
CET1 Capital to Risk-Weighted Assets$374,642 9.57 %$273,936 7.00 %N/AN/A
Tier 1 Capital to Risk-Weighted Assets425,598 10.88 %332,636 8.50 %N/AN/A
Total Capital to Risk-Weighted Assets580,350 13.50 %410,904 10.50 %N/AN/A
Tier 1 Capital to Average Assets425,598 8.40 %202,413 4.00 %N/AN/A
Bank:
CET1 Capital to Risk-Weighted Assets$420,455 10.77 %$273,372 7.00 %$253,845 6.50 %
Tier 1 Capital to Risk-Weighted Assets420,455 10.77 %331,951 8.50 %312,425 8.00 %
Total Capital to Risk-Weighted Assets464,456 11.89 %410,058 10.50 %390,531 10.00 %
Tier 1 Capital to Average Assets420,455 8.32 %202,059 4.00 %252,574 5.00 %
December 31, 2020:
Company:
CET1 Capital to Risk-Weighted Assets$339,936 9.94 %$239,437 7.00 %N/AN/A
Tier 1 Capital to Risk-Weighted Assets390,713 11.42 %290,745 8.50 %N/AN/A
Total Capital to Risk-Weighted Assets485,357 14.19 %359,155 10.50 %N/AN/A
Tier 1 Capital to Average Assets390,713 8.55 %182,853 4.00 %N/AN/A
Bank:
CET1 Capital to Risk-Weighted Assets$387,231 11.36 %$238,629 7.00 %$221,584 6.50 %
Tier 1 Capital to Risk-Weighted Assets387,231 11.36 %289,763 8.50 %272,719 8.00 %
Total Capital to Risk-Weighted Assets423,231 12.42 %357,943 10.50 %340,898 10.00 %
Tier 1 Capital to Average Assets387,231 8.49 %182,531 4.00 %228,164 5.00 %

ActualMinimum Requirement to be Well Capitalized
(In thousands)Capital AmountRatioCapital AmountRatio
September 30, 2022:
Company:
Community Bank Leverage Ratio708,028 10.69 %595,970 9.00 %
Bank:
Community Bank Leverage Ratio622,789 9.41 %595,436 9.00 %
 Actual Minimum Requirement Required to be
 Well Capitalized
(In thousands) Capital AmountRatio Capital AmountRatio Capital AmountRatio
December 31, 2021:
Company:
CET1 Capital to Risk-Weighted Assets$382,736 9.40 %$285,078 7.00 %N/AN/A
Tier 1 Capital to Risk-Weighted Assets433,754 10.65 %346,166 8.50 %N/AN/A
Total Capital to Risk-Weighted Assets537,541 13.20 %427,617 10.50 %N/AN/A
Tier 1 Capital to Average Assets433,754 8.46 %205,072 4.00 %N/AN/A
Bank:
CET1 Capital to Risk-Weighted Assets$428,602 10.55 %$284,509 7.00 %$264,187 6.50 %
Tier 1 Capital to Risk-Weighted Assets428,602 10.55 %345,475 8.50 %325,153 8.00 %
Total Capital to Risk-Weighted Assets473,602 11.65 %426,763 10.50 %406,441 10.00 %
Tier 1 Capital to Average Assets428,602 8.37 %204,714 4.00 %255,893 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 Federal and state regulatory authorities.

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Note 8: 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

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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 for any period presented.

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 September 30, 20212022 or December 31, 2020.2021. The Company’s treasury department and Asset Liability Management Committee review the aggregate fair values of the securities portfolio.
Impaired loans - Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment on a non-recurring basis. Allowable methods for determining the amount of impairment include estimating fair value using the fair value of the collateral for collateral-dependent loans. Specific allowances for impaired 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 loans are primarily collateral dependent loans and are assessed using a fair value approach. Fair value estimates for collateral 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 Company’s appraisal department to ensure they are acceptable. Impaired loans 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 independent appraisal or internal evaluation of the collateral value. Subsequent
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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 Company’s 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 owned 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.
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Assets and liabilities measured at fair value on a recurring basis are summarized below:
FairFair Value Measurements UsingFairFair Value Measurements Using
(In thousands)(In thousands)ValueLevel 1Level 2Level 3(In thousands)ValueLevel 1Level 2Level 3
September 30, 2021
September 30, 2022September 30, 2022
U.S. TreasuriesU.S. Treasuries$34,351 $— $34,351 $— 
U.S. Government agency obligationsU.S. Government agency obligations$299,841 $— $299,841 $— U.S. Government agency obligations367,683 — 367,683 — 
Residential mortgage-backed securitiesResidential mortgage-backed securities121,846 — 121,846 — Residential mortgage-backed securities97,821 — 97,821 — 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities14,894 — 14,894 — Commercial mortgage-backed securities12,038 — 12,038 — 
Asset-backed securitiesAsset-backed securities13,539 — 13,539 — Asset-backed securities11,087 — 11,087 — 
Corporate investmentsCorporate investments44,150 — 44,150 — Corporate investments44,909 — 44,909 — 
State and political subdivisionsState and political subdivisions46,613 — 46,613 — State and political subdivisions46,769 — 46,769 — 
Total securities available for saleTotal securities available for sale$540,883 $— $540,883 $— Total securities available for sale$614,658 $— $614,658 $— 
December 31, 2020
December 31, 2021December 31, 2021
U.S. Government agency obligationsU.S. Government agency obligations$12,434 $— $12,434 $— U.S. Government agency obligations$350,250 $— $350,250 $— 
Residential mortgage-backed securitiesResidential mortgage-backed securities187,212 — 187,212 — Residential mortgage-backed securities109,787 — 109,787 — 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities17,331 — 17,331 — Commercial mortgage-backed securities14,276 — 14,276 — 
Asset backed securitiesAsset backed securities14,447 — 14,447 — Asset backed securities13,107 — 13,107 — 
Corporate investmentsCorporate investments33,148 — 33,148 — Corporate investments44,510 — 44,510 — 
State and political subdivisionsState and political subdivisions46,801 — 46,801 — State and political subdivisions44,684 — 44,684 — 
Total securities available for saleTotal securities available for sale$311,373 $— $311,373 $— Total securities available for sale$576,614 $— $576,614 $— 
Assets measured at fair value on a non-recurring basis are summarized below.
FairFair Value Measurements Using
(In thousands)ValueLevel 1Level 2Level 3
Impaired loans, net of allowance for loan losses:
September 30, 2021$44,448 $— $— $44,448 
December 31, 2020$42,573 $— $— $42,573 
Other real estate owned:
September 30, 2021$6,989 $— $— $6,989 
December 31, 2020$6,754 $— $— $6,754 
FairFair Value Measurements Using
(In thousands)ValueLevel 1Level 2Level 3
Impaired loans, net of allowance for loan losses:
September 30, 2022$26,435 $— $— $26,435 
December 31, 2021$33,570 $— $— $33,570 
Other real estate owned:
September 30, 2022$4,850 $— $— $4,850 
December 31, 2021$5,815 $— $— $5,815 
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
(In thousands)Carrying
Value
Valuation
Methods
Unobservable
Inputs
RangeWeighted Average
September 30, 2022
Impaired loans, net of specific allowance$26,435 Third-party appraisalsSelling costs5% - 10%6%
Other real estate owned$4,850 Third-party appraisals and internal evaluationsSelling costs5% - 10%6%
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Qualitative Information about Level 3 Fair Value Measurements
(In thousands)Carrying
Value
Valuation
Methods
Unobservable
Inputs
RangeWeighted Average
September 30, 2021
Impaired loans, net of specific allowance$44,448 Third-party appraisalsSelling costs5% - 10%6%
Other real estate owned$6,989 Third-party appraisals and internal evaluationsSelling costs5% - 10%6%
Qualitative Information about Level 3 Fair Value MeasurementsQualitative Information about Level 3 Fair Value Measurements
(In thousands)(In thousands)Carrying
Value
Valuation
Methods
Unobservable
Inputs
RangeWeighted Average(In thousands)Carrying
Value
Valuation
Methods
Unobservable
Inputs
RangeWeighted Average
December 31, 2020
December 31, 2021December 31, 2021
Impaired loans, net of specific allowanceImpaired loans, net of specific allowance$42,573 Third-party appraisalsSelling costs5% - 10%6%Impaired loans, net of specific allowance$33,570 Third-party appraisalsSelling costs5% - 10%6%
Other real estate ownedOther real estate owned$6,754 Third-party appraisals and internal evaluationsSelling costs5% - 10%6%Other real estate owned$5,815 Third-party appraisals and internal evaluationsSelling costs5% - 10%6%
Fair Value of Financial Instruments
GAAP requires 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.

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The following table presents estimated fair values of the Company’s financial instruments not previously disclosed:
September 30, 2021December 31, 2020September 30, 2022December 31, 2021
(In thousands)(In thousands)Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
(In thousands)Carrying
Value
Fair
Value
Carrying
Value
Fair
Value
Financial assets:Financial assets:Financial assets:
Level 1 inputs:Level 1 inputs:Level 1 inputs:
Cash and cash equivalentsCash and cash equivalents$695,069 $695,069 $637,545 $637,545 Cash and cash equivalents$172,285 $172,285 $664,165 $664,165 
Level 2 inputs:Level 2 inputs:Level 2 inputs:
Securities held to maturitySecurities held to maturity78,423 78,905 93,766 94,436 Securities held to maturity65,889 65,505 71,648 72,084 
FHLB stockFHLB stock2,729 2,729 2,557 2,557 FHLB stock16,759 16,759 2,731 2,731 
Accrued interest receivableAccrued interest receivable17,120 17,120 18,061 18,061 Accrued interest receivable20,315 20,315 14,329 14,329 
Level 3 inputs:Level 3 inputs:Level 3 inputs:
Loans held for saleLoans held for sale13,904 13,904 28,684 28,684 Loans held for sale4,199 4,199 10,621 10,621 
Loans, netLoans, net3,482,085 3,462,588 3,342,732 3,348,872 Loans, net5,507,235 5,457,342 3,574,172 3,548,595 
Financial liabilities:Financial liabilities:Financial liabilities:
Level 2 inputs:Level 2 inputs:Level 2 inputs:
DepositsDeposits4,529,868 4,435,783 4,152,810 4,153,402 Deposits5,594,217 5,050,544 4,622,116 4,493,657 
FHLB and other borrowingsFHLB and other borrowings31,026 31,778 33,771 34,941 FHLB and other borrowings310,099 310,205 20,501 21,024 
Subordinated debenturesSubordinated debentures111,411 111,411 111,124 111,124 Subordinated debentures133,430 139,267 111,509 111,509 
Accrued interest payableAccrued interest payable2,647 2,647 2,709 2,709 Accrued interest payable2,949 2,949 1,425 1,425 

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Note 9: Subordinated Debentures and Trust Preferred Securities

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 issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s Condensed Consolidated Balance Sheets and will be amortized over the life of the Notes. At September 30, 2022 and December 31, 2021, the remaining unamortized balance of these issuance costs was $1.1 million and $1.2 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 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 beare 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 September 30, 2022 due to the remaining purchase premium of $633,000, 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 1 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.

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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 subordinated debentures payable to statutory trusts.
(In thousands)Year of
Maturity
Interest
Rate
September 30,
2021
December 31,
2020
First Bancshares of Baton Rouge Statutory Trust I20343 month LIBOR, plus 2.50%$4,124 $4,124 
State Capital Statutory Trust IV20353 month LIBOR, plus 1.99%5,155 5,155 
BancPlus Statutory Trust II20363 month LIBOR, plus 1.50%20,619 20,619 
BancPlus Statutory Trust III20373 month LIBOR, plus 1.35%20,619 20,619 
State Capital Master Trust20373 month LIBOR, plus 1.46%6,186 6,186 
$56,703 $56,703 
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(In thousands)Year of
Maturity
Interest
Rate
September 30,
2022
December 31,
2021
First Bancshares of Baton Rouge Statutory Trust I20343 month LIBOR, plus 2.50%$4,124 $4,124 
State Capital Statutory Trust IV20353 month LIBOR, plus 1.99%5,155 5,155 
BancPlus Statutory Trust II20363 month LIBOR, plus 1.50%20,619 20,619 
BancPlus Statutory Trust III20373 month LIBOR, plus 1.35%20,619 20,619 
State Capital Master Trust20373 month LIBOR, 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 Condensed Consolidated Balance Sheets at September 30, 20212022 due to the remaining purchase discount of $4.0$3.8 million, which was established upon the Mergermerger with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchange and SCC was merged with and into BancPlus and State Bank was merged with and into BankPlus, with BancPlus and BankPlus surviving the mergers, which closed on April 1, 2020, and is being amortized over the remaining life of the debentures.

Interest rates adjust quarterly for the subordinated debentures with rates that are indexed with LIBOR. On March 15, 2022 the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act, 2022. The Adjustable Interest Rate (LIBOR) Act establishes a nationwide process for replacing LIBOR in financial contracts that mature after the cessation of the overnight, one-, three-, six- and 12-month U.S. dollar LIBOR tenors on June 30, 2023 and that do not provide for an effective means to replace LIBOR upon its cessation.For contracts in which a party has the discretion to identify a replacement rate, the Act also provides a safe harbor to parties if they choose the Secured Overnight Financing Rate (“SOFR”)-based benchmark replacement rate to be identified by the Board of Governors of the Federal Reserve System.We are currently monitoring the actions of LIBOR’s regulator and the implementation of alternative reference rates in advance of the expected discontinuation of LIBORthese developments to determine any potential impact on the subordinated debentures.

The Company has the right to redeem the subordinated 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.

Note 10: Employee Benefits

The Company has an Employee Stock Ownership Plan (“ESOP”) that covers all employees of the Bank who are at least 21 years of age and work in a position requiring at least 1000one thousand hours of service annually. The plan 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 on the first 3% of an employee’s salary deferral contributions, 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 Company’s Board of Directors.
The ESOP owned 1,500,7321,452,950 and 1,499,4591,500,732 shares of the Company's common stock at September 30, 20212022 and December 31, 2020,2021, respectively. The ESOP entered into loans, collateralized by ESOP shares, with the Company in connection with the repurchase of shares of Company stock that were sold by participants in accordance with diversification provisions of the ESOP. A total of 176,786 shares were repurchased through 2011, an additional 77,000 shares were repurchased under this program in 2012, and 27,594 shares were repurchased under this program in 2019. These unallocated shares arewere released to participants proportionately as the loan isloans were repaid. Dividends on allocated shares arewere recorded as dividends and charged to retained earnings. Dividends on unallocated shares that arewere used to repay the loan arewere treated as compensation expense. As of September 30, 2022, the ESOP had zero outstanding loans with the Company.
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The following table presents information related to the Company’s ESOP-owned shares.
(In thousands, except share data)(In thousands, except share data)September 30, 2021December 31, 2020(In thousands, except share data)September 30, 2022December 31, 2021
Allocated sharesAllocated shares1,469,547 1,449,335 Allocated shares1,452,950 1,472,334 
Unearned sharesUnearned shares31,185 50,124 Unearned shares— 28,398 
Total ESOP sharesTotal ESOP shares1,500,732 1,499,459 Total ESOP shares1,452,950 1,500,732 
Fair value of unearned sharesFair value of unearned shares$2,050 $2,569 Fair value of unearned shares$— $1,938 

Distributions of the ESOP may be either in cash or Company common stock. The allocated shares are subject to a put option, whereby the Company 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 allocated shares of common stock held by the ESOP are deducted from permanent shareholders’ equity in the Condensed Consolidated Balance Sheets and reflected in a line item below liabilities and above shareholders’ equity. This presentation is necessary in order to recognize the put option within the ESOP-owned shares, consistent with U.S. Securities and Exchange Commission 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 Condensed Consolidated Statements of Shareholders’ Equity. The fair value of allocated shares held by the ESOP at September 30, 20212022 was $96.6$93.4 million, based on the Company’s previously disclosed appraised value of $65.75$64.25 per share of common stock. The fair value at December 31, 20202021 was $74.3$100.5 million, based on the Company’s previously disclosed appraised value of $51.25$68.25 per share of common stock. As previously disclosed, these appraised values were determined solely for purposes of the ESOP’s administration and are therefore subject to certain limitations, qualifications and assumptions and may not reflect the fair value of the Company’s common stock and should not be relied on for any reason. In particular, the COVID-19 pandemic has had a significant impact on the trading markets for equity securities, including the value of equity securities of banking institutions. 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.

State Bank Employee Stock Ownership Plan

In connection with the Company’s Merger with SCC, the State Bank & Trust Company Employee Stock Ownership Plan (“State Bank ESOP”) was amended on March 17, 2020, to be terminated effective March 31, 2020. As of March 31, 2020, all State Bank ESOP participants were fully vested in their respective account balances, no additional contributions were permitted by either the Company or the State Bank ESOP participants, and no additional participants were permitted to enter the State Bank ESOP. All shares of SCC common stock held in the State Bank ESOP were allocated to participants. The Company has no contribution obligations or compensation expense with respect to the State Bank ESOP. The Company received approval of the termination from the Internal Revenue Service (“IRS”) and all assets held by the State Bank ESOP have been distributed in accordance with its terms.

In connection with the Merger, all shares of SCC common stock held in the State Bank ESOP were converted into shares of the Company’s common stock using the exchange ratio provided for in the Merger Agreement. Distributions from the State Bank ESOP may be either in cash or Company common stock. The shares of Company common stock distributed by the State Bank ESOP were subject to a put option so long as the Company was not publicly traded and the valuation obtained for purposes of the ESOP was used to determine the put option price under the State Bank ESOP. As of September 30, 2021 and December 31, 2020, the State Bank ESOP held zero and 52,204 shares of Company common stock, respectively.

State Bank Defined Contribution Plan

On March 31, 2020, the State Bank & Trust Company 401(k) Plan (“State Bank 401(k)”) was amended to be terminated effective as of the same date in connection with the Merger. As of March 31, 2020, all State Bank 401(k) participants were fully vested in their respective account balances, no additional contributions were permitted by either the Company or the State Bank 401(k) participants, and no additional participants were permitted to enter into the State Bank 401(k). The Company has no contribution obligations or compensation expense with respect to the State Bank 401(k). The Company received approval of the termination from the IRS and has distributed all assets held by the State Bank 401(k) in accordance with its terms.

State Bank Defined Benefit Pension Plan

As a result of the Merger, the Company assumed the Mississippi Southern Bank Pension Plan (“State Bank Pension Plan”), a defined benefit pension plan which was closed to new participants and benefits were frozen effective as of December 31, 2002.
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While no additional benefits accrue, the Company’s cumulative obligation is subject to adjustment due to changes in actuarial assumptions such as expected mortality and changes in interest rates. Net periodic pension costs for the quarterly period ended September 30, 2021 were not material to the Company’s Condensed Consolidated Statements of Income. The Company received approval of the termination of the State Bank Pension Plan from the IRS and plans to distribute all assets held by the State Bank Pension Plan in accordance with its terms as soon as reasonably possible.

Note 11: Equity

The Company’s Articles of Incorporation authorize 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 of Directors. At

On June 22, 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 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 30, 202115, and December 31, 2020, there were zero shares15.

The Preferred Stock may be redeemed at the option of preferred stock issuedthe 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 outstanding.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
31


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 12: Stock Based Compensation
Under the Company’s long-term incentive program, certain officers, employees and directors are eligible to receive equity-based awards under the 2018 Long-Term Incentive Plan (“LTIP”). Restricted stock awards (“RSAs”) granted under the LTIP generally vest over one to five years. Unvested RSAs 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 $1.7$2.8 million for the nine months ended September 30, 20212022 and $1.1$1.7 million for same period of 2020.2021. There were 1,830zero and zero1,830 shares forfeited during the nine months ended September 30, 20212022 and 2020,2021, respectively. As of September 30, 2021,2022, there was $6.0$9.6 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of 3.0 years.
A summary of the Company’s equity-based award activity and related information for the Company’s RSAs is as follows:
Nine Months EndedNine Months Ended
September 30, 2021September 30, 2020September 30, 2022September 30, 2021
Number of SharesWeighted Average Grant Date Fair ValueNumber of SharesWeighted Average Grant Date Fair ValueNumber of SharesWeighted Average Grant Date Fair ValueNumber of SharesWeighted Average Grant Date Fair Value
Beginning of periodBeginning of period91,109 $50.60 69,097 $53.67 Beginning of period144,572 $51.56 91,109 $50.60 
GrantedGranted85,147 51.59 39,155 45.36 Granted98,679 68.13 85,147 51.59 
VestedVested(33,545)52.03 (17,143)51.03 Vested(55,397)53.38 (33,545)52.03 
ForfeitedForfeited(1,830)49.46 — — Forfeited— — (1,830)49.46 
End of periodEnd of period140,881 $50.88 91,109 $50.60 End of period187,854 $58.73 140,881 $50.88 

Note 13: Contingencies

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 for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming the Bank, 3three former Bank employees, 1one then-current BankBankPlus employee and other defendants, including defendants affiliated and unaffiliated with the BankBankPlus (“Defendants”). The Complaint seeks 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. A brief description of the cause of action on the cover sheet filed with the Complaint includes securities, civil conspiracy, aiding and abetting, negligence, and other possible causes of action. The amount of damages (including punitive damages) requested against the Defendants in the Complaint is unspecified. On January 4, 2021, the plaintiff, Mills, filed an Amended Complaint. Answers and/or Motions to Dismiss the Amended complaint were filed by the Defendants. On July 8, 2021, the Court denied the Motion to Dismiss filed by the Bank.BankPlus. A related motion for reconsideration was filed by the BankBankPlus on August 9, 2021. On September 30, 2021, an order was entered to consolidate for purposes of discovery this case (No.
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3:19-cv-00196-CWR-FKB) with three other related cases filed by Mills, the Receiver. By subsequent text-only orderA Case Management Order (No.: 3:18-cv-00866-CWR-FKB) dated October 10, 2021,22-cv-36-CWRFKB) was entered on January 31, 2022 for the sole purpose of managing consolidated discovery in the four consolidated cases are stayed until January 31, 2022.related cases. Phase one written discovery is still underway. Phases two and three discovery, allowing depositions, will begin at a future date pursuant to a subsequent court order.

In addition to the above, the Company, including 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.

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Note 14: COVID-19

In response to the economic impact of the COVID-19 pandemic, on March 27, 2020, Congress enacted the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. It contained substantial lending, tax and spending provisions, including creating and appropriating an initial $39 billion of funding to the Paycheck Protection Program (“PPP”), designed to aid small and medium-sized businesses through federally guaranteed, forgivable loans distributed by banks. On April 24, 2020, Congress enacted the Paycheck Protection Program and Healthcare Enhancement Act (the “Enhancement Act”) to, among other things, increase the available funding under the PPP by $310 billion to a total of $659 billion. The deadline for the first round of loan applications was August 8, 2020.

The Consolidated Appropriations Act, enacted on December 27, 2020, provided additional funding for the PPP of approximately $284 billion and allowed eligible borrowers, including certain borrowers who already received a PPP loan, to apply for PPP loans through March 31, 2021. Subsequently, the American Rescue Plan Act of 2021, enacted on March 11, 2021, expanded the eligibility criteria for both first and second draw PPP loans and revised the exclusions from payroll costs for purposes of loan forgiveness. The PPP Extension Act of 2021, enacted on March 30, 2021, extended the PPP through May 31, 2021.

As of September 30, 2021, 5,756 Bank PPP loans totaling $348.7 million had been forgiven and paid by the Small Business Administration or paid off by the customer. As of September 30, 2021, the Company held 1,948 loans for customers under the PPP, totaling approximately $101.0 million. The loans have maturities ranging from February 2022 to April 2028. The Company expects to recognize total fee income of approximately $5.2 million over the lives of the remaining loans.

The CARES Act and related guidance from the federal banking agencies also provide financial institutions the option to temporarily suspend requirements under GAAP related to classification of certain loan modifications as TDRs, to account for the current and anticipated effects of COVID-19. The CARES Act, as amended by the Consolidated Appropriations Act, 2021, specified that COVID-19 related loan modifications executed between March 1, 2020 and the earlier of (i) 60 days after the date of termination of the national emergency declared by the President and (ii) January 1, 2022, on loans that were current as of December 31, 2019 are not subject to TDR accounting requirements under GAAP. Additionally, under April 2020 interagency guidance from the federal banking agencies, other short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not TDRs under Accounting Standards Codification Subtopic 310-40, “Troubled Debt Restructuring by Creditors.” These modifications include short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. The federal banking agencies also have encouraged banks to work with their borrowers to modify loans as may be appropriate.

As of September 30, 2021, the Company had granted temporary modifications on 1,892 outstanding loans totaling approximately $735.0 million, or 20.8% of total outstanding loans, primarily secured by 1-4 family residences and multi-tenant retail commercial real estate. As of September 30, 2021, 3 loans totaling $27.2 million, or 0.8% of the Company’s loan portfolio, were still in deferment.

Economic uncertainties have arisen which may negatively affect the financial position, results of operations and cash flows of the Company. The duration of these uncertainties and ultimate financial effects cannot be reasonably estimated at this time.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Unless otherwise indicated, references in this report to “we”, “us”, “our company”, “the Company”, or “BancPlus” refer to BancPlus Corporation and its subsidiaries, on a consolidated basis. All references to “BankPlus” or “the Bank” refer to BankPlus, our wholly-owned subsidiary.

In November 2020, the Securities and Exchange Commission (the “SEC”) issued Release No. 33-10890 (the “Release”), “Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information” which will become fully effective for a company’s first fiscal year that ends on or after August 9, 2021, with voluntary compliance permitted on or after February 10, 2021. BancPlus has adopted early this Release in this Quarterly Report on Form 10-Q, and has eliminated from this document the items that are no longer required, including the contractual obligations table, as well as
31

incorporating the other required changes intended by the Release to modernize, simplify and enhance certain financial disclosure requirements. The following discussion and analysis of BancPlus’ financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and related notes contained in Item 1 of this report.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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:

the effects of the novel coronavirus and variants thereof including the delta variant (“COVID-19”) pandemic, on our business, financial condition and results of operations and on our customers, our employees, our third-party service providers and the economy, especially as a vaccine becomes widely available;and the efficacy of COVID-19 vaccines;
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;
possible additional loan losses and impairment of the collectability of loans, particularly as a result of the policies and programs implemented by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, including its automatic loan forbearance provisions, the Paycheck Protection Program (“PPP”) and complying with government-imposed foreclosure moratoriums;loans;
our ability to prudently manage our growth and execute our strategy;
our ability to complete the pending acquisition of First Trust Corporation (“FTC”) on the terms proposed, which is subject to a number of conditions, risks and uncertainties, including the possibility that the proposed acquisition does not close when expected or at all because all conditions to closing are not received or satisfied on a timely basis or at all, the failure to close for any other reason, diversion of management time on acquisition-related issues and the reaction to the acquisition of our customers, employees and counterparties;
our ability to successfully integrate and fully realize the cost savings and other benefits of our acquisitions, manage risks related to business disruption following those acquisitions, and post-acquisition customer acceptance of the Company’s products and services and related customer disintermediation, including our pendingrecent acquisition of FTC;First Trust Corporation (“FTC”);
the composition of our management team and our ability to attract and retain key personnel;
changes in management personnel;
geographic concentration of our business within Mississippi, Alabama, Louisiana, and Louisiana;Florida;
our ability to attract and retain customers;
increased competition in the financial services industry, particularly from regional and national institutions;
further government restrictions on overdraft programs;
failure of our risk management framework;
systems failures, unauthorized access, cyber-crime and other threats to data security or interruptions involving our information technology and telecommunications systems or third-party servicers, particularly in light of widespread remote work arrangements due to the COVID-19 pandemic or due to our recent core processing software conversion;servicers;
difficult market 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 declines in housing markets, an increase in unemployment levels and inflation, and slowdowns in economic growth, including as a result of the COVID-19 pandemic;growth;
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our ability to maintain our historical rate of growth;
our ability to manage the risks associated with our growth and expansion through de novo branching;
our ability to identify potential candidates for, consummate, and achieve synergies resulting from, potential future acquisitions;
33

deterioration of our asset quality;
our ability to comply with applicable capital and liquidity requirements, including our ability to generate liquidity internally or raise capital on favorable terms;
any impairment of our goodwill or other intangible assets;
changes in the value of collateral securing our loans;
changes in the laws, rules, regulations, interpretations, policies or stimulus programs relating to financial institution,institutions, accounting, tax, trade, monetary and fiscal matters, and the uncertainty of the short- and long-term impacts of such changes;
further government intervention in the U.S. financial system, particularlyincluding in response to the COVID-19 pandemic;
the effects of regional or national civil unrest (including any resulting branch closures or damage);
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, including as a result of the COVID-19 pandemic;pandemic and continuing worldwide macroeconomic uncertainty;
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 and adverse weather, public health crises, acts of terrorism, outbreaks of hostilities or other international or domestic calamities, and other matters beyond our control; and
other factors that are discussed in the sections titledentitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the annual period ended December 31, 2020,2021, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 20212022 and June 30, 20213022 and in this Quarterly Report on Form 10-Q.
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 our Annual Report on Form 10-K for the year ended December 31, 2020,2021, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 20212022 and June 30, 20212022 and in this Quarterly Report on Form 10-Q. 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.

Overview
BancPlus is a bank holding company headquartered in Ridgeland, Mississippi. Its 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 September 30, 2021,2022, we operated 7994 branch offices across Mississippi, Louisiana, Alabama and Alabama.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 September 30, 2021,2022, BancPlus held $4.530$5.594 billion of total deposits, and our deposit base consisted of 96.3% core deposits, defined as total deposits less brokered deposits and time deposits greater than $250,000, with a total deposit cost of 0.18%0.17%. Our loan portfolio was comprised of 75.3%74.2% commercial loans and 24.7%25.8% 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 as of June 30, 2021,2022, and we believe we are well-positioned for future growth.
2021 Third QuarterSeptember 30, 2022 Highlights

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Net income for the nine months ended September 30, 20212022 was $45.5$44.9 million, compared with $27.5$45.5 million for the same period of 20202021
Diluted earnings per share for the nine months ended September 30, 20212022 were $4.53,$4.01, compared with $2.96$4.53 for the same period of 20202021
Net interest income was $126.8$157.5 million for the nine months ended September 30, 2021,2022, compared with $108.0$126.8 million for the same period of 20202021
Total loans held for investment were $3.526$5.550 billion at September 30, 2021,2022, compared with $3.379$3.619 billion at December 31, 20202021
Recent Developments
First Trust Corporation

On September 28, 2021, the Company entered in an Agreement and Plan of Share Exchange and Merger (the “definitive agreement”) with FTC, the parent company of First Bank and Trust (“FBT”), whereby the Company will acquire FTC and the Bank will acquire FBT (the “transaction”). The transaction is expected to close in the first quarter of 2022, subject to customary closing conditions, including receipt of required regulatory approvals and the approval by shareholders of FTC.

Other recentRecent developments at September 30, 20212022 did not significantly change from the recent developments as of December 31, 2020,2021, which are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020,2021, and as of March 31, 2022 and June 30, 2021 and March 31, 2021,2022, which are disclosed in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022 and June 30, 2021 and March 31, 2021.2022.

Results of Operations
The following discussion of BancPlus’ results of operations compares the three and nine months ended September 30, 20212022 to the three and nine months ended September 30, 2020.2021. The results of operations for the three and nine months ended September 30, 20212022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2021.2022 or for any other period.
Net Income

Net income for the three months ended September 30, 2022 and 2021 and 2020 was $14.2$19.1 million and $12.6$14.2 million, respectively. BancPlus’ annualized return on average assets for the three months ended September 30, 2022 and 2021 was 1.14% and 2020 was 1.11% and 1.10%, respectively. BancPlus’ annualized return on average equity for the three months ended September 30, 2022 and 2021 was 10.93% and 2020 was 14.67% and 14.59%, respectively.

The increase in net income for the three months ended September 30, 2022 compared to the same period of 2021 was the result of increased net interest income from our previously disclosed merger with FTC, in which BancPlus acquired FTC, the holding company of First Bank and Trust (“FBT”) by a statutory share exchange and FTC was merged with and into BancPlus, with BancPlus surviving the merger (the “FTC Holding Company Merger”), and FBT was merged with and into BankPlus, with BankPlus surviving the merger, effective March 1, 2022 (together with the FTC Holding Company Merger, the “FTC Merger”) as well as organic loan growth and the rising interest rate environment seen in recent months. The decrease in return on average equity for the three months ended September 30, 2022 compared to the same period of 2021 was the result of an increase in total equity as a result of the issuance of 250,000 shares of the Company’s preferred stock on June 22, 2022 pursuant to 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”). For more information about the preferred stock issuance refer to Footnote 11 to our Condensed Notes to Consolidated Financial Statements for the quarter ended September 30, 2022 contained in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Net income for the nine months ended September 30, 2022 and 2021 and 2020 was $45.5$44.9 million and $27.5$45.5 million, respectively. BancPlus’ annualized return on average assets for the nine months ended September 30, 2022 and 2021 was 0.96% and 2020 was 1.22% and 0.92%, respectively. BancPlus’ annualized return on average equity for the nine months ended September 30, 2022 and 2021 was 11.49% and 2020 was 16.36% and 11.83%, respectively.

The decrease in net income and return metrics for the current year to date period was primarily the result of decreased life insurance income resulting from death benefits paid in the prior year period and increased professional fees resulting from our previously disclosed merger with FTC partially offset by third quarter growth in net interest income.

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 rates earned on
35

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 loan losses that BancPlus maintains.
34


For the three months ended September 30, 2021,2022, net interest income was $43.4$61.9 million, an increase of $1.5$18.4 million, or 3.7%42.5%, compared to net interest income of $41.9$43.4 million for the three months ended September 30, 2020. The2021. For the nine months ended September 30, 2022, net interest income was $157.5 million, an increase of $30.7 million, or 24.2%, compared to net interest income of $126.8 million for the nine months ended September 30, 2021. These increases in net interest income waswere primarily the result of increased interest-earning assets as a result of the FTC Merger and organic loan growth and the increase in our securities portfolio in the current year.growth.

Net interest margin for the three months ended September 30, 2021 decreased 362022 increased 32 basis points to 3.66%3.98% from 4.02%3.66% for the same period of 20202021 as the result of the lowerrising interest rate environment seen in the current year.

For the nine months ended September 30, 2021, net interest income was $126.8 million, an increase of $18.9 million, or 17.5%, compared to net interest income of $108.0 million for the same period of 2020. The increase was primarily the result of increased interest-earning assets as a result of organic loan growth and the increase in our securities portfolio in the current year.

recent months. Net interest margin for the nine months ended September 30, 20212022 decreased 256 basis points to 3.65%3.59% from 3.90%3.65% for the same period of 20202021 as the result of higher fair value amortization and fees from loans made under the lower interest rate environmentPaycheck Protection Program in the current year.2021.

Our year to date average interest-earning assets at September 30, 2021,2022, increased $942.0 million,$1.22 billion, or 25.49%26.28%, to $4.637$5.86 billion from $3.695$4.64 billion at September 30, 2020.2021. BancPlus’ year to date average interest-bearing liabilities at September 30, 20212022 increased $556.2$691.8 million, or 20.74%21.36%, to $3.238$3.93 billion from $2.682$3.24 billion at September 30, 2020. This increase2021. These increases in BancPlus’ average interest-earning assets and interest-bearing liabilities waswere primarily due to our previously disclosed merger with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchangeFTC Merger and SCC was merged with and into BancPlus and State Bank was merged with and into BankPlus, with BancPlus and BankPlus surviving the mergers, which closed on April 1, 2020, as well as organic loan growth and increases in our securities portfolio.growth. The ratio of BancPlus’ average interest-earning assets to average interest-bearing liabilities was 143.2%149.0% and 137.7%143.2% at September 30, 20212022 and 2020,2021, respectively.
BancPlus’ average interest-earning assets produced a tax-equivalent yield of 4.36% and 3.89% for the three and nine months ended September 30, 2022, respectively, compared to 3.93% and 3.94% for the three and nine months ended September 30, 2021, respectively, compared to 4.47%respectively. The average rate paid on interest-bearing liabilities was 0.58% and 4.41%0.45% for the three and nine months ended September 30, 2020, respectively. The average rate paid on interest-bearing liabilities was2022, respectively, compared to 0.39% and 0.42% for the three and nine months ended September 30, 2021, respectively, compared to 0.63% and 0.70% for the three and nine months ended September 30, 2020, respectively. These year over year decreasesThe year-over-year changes in yields reflectreflects the current low interest rate environment.environment seen earlier in the year combined with the rising interest rate environment seen in recent months.
Average Balances and Yields
The following tables show, for the three and nine months ended September 30, 20212022 and 2020,2021, 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.

35

Three Months Ended September 30,
20212020
(Dollars in thousands)Average BalanceInterest & Fees
Yield / Rate (4)
Average BalanceInterest & Fees
Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits$596,624 $231 0.15 %$278,871 $75 0.11 %
Federal funds sold— — — %44,307 31 0.28 %
596,624 231 0.15 %323,178 106 0.13 %
Investment securities:
Taxable investment securities549,569 2,097 1.53 %345,536 1,815 2.10 %
Tax-exempt investment securities79,118 455 2.30 %98,198 573 2.33 %
Total securities628,687 2,552 1.62 %443,734 2,388 2.15 %
Loans (1)
3,517,978 43,835 4.98 %3,395,441 44,083 5.19 %
Federal Home Loan Bank (“FHLB”) stock3,576 11 1.23 %5,025 0.56 %
Total interest-earning assets4,746,865 46,629 3.93 %4,167,378 46,584 4.47 %
Noninterest-earning assets329,425 378,971 
Total assets$5,076,290 $4,546,349 
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits$1,468,126 $717 0.20 %$1,213,970 $1,313 0.43 %
Savings and money market deposits1,021,448 186 0.07 %876,706 357 0.16 %
Time deposits641,501 843 0.53 %719,566 1,523 0.85 %
Federal funds purchased— — — %— — — %
FHLB advances20,534 78 1.52 %20,725 79 1.52 %
Other borrowings11,223 110 3.92 %14,723 144 3.91 %
Subordinated debentures111,344 1,261 4.53 %110,982 1,276 4.60 %
Total interest-bearing liabilities3,274,176 3,195 0.39 %2,956,672 4,692 0.63 %
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits1,364,915 1,175,118 
Other noninterest-bearing liabilities53,245 71,018 
Total noninterest-bearing liabilities1,418,160 1,246,136 
Shareholders’ equity (6)
383,954 343,541 
Total liabilities and shareholders’ equity$5,076,290 $4,546,349 
Net interest income/net interest margin (2)
43,434 3.66 %41,892 4.02 %
Net interest spread (5)
3.54 %3.84 %
Taxable equivalent adjustment:
Tax-exempt investment securities (3)
146 184 
Net interest income/net interest margin (2)
$43,580 3.67 %$42,076 4.04 %

(1)Average loan balances include nonaccrual loans.
(2)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.
(3)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 2021 and 2020.
(4)Yields and rates are annualized.
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(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.
(6)Includes Employee Stock Ownership-owned shares.

Nine Months Ended September 30,Three Months Ended September 30,
2021202020222021
(Dollars in thousands)(Dollars in thousands)Average BalanceInterest & Fees
Yield / Rate (4)
Average BalanceInterest & Fees
Yield / Rate (4)
(Dollars in thousands)Average BalanceInterest & Fees
Yield / Rate (4)
Average BalanceInterest & Fees
Yield / Rate (4)
ASSETS:ASSETS:ASSETS:
Interest-earning assets:Interest-earning assets:Interest-earning assets:
Cash investments:Cash investments:Cash investments:
Interest-bearing cash depositsInterest-bearing cash deposits$559,746 $465 0.11 %$283,267 $1,046 0.49 %Interest-bearing cash deposits$101,839 $421 1.65 %$596,624 $231 0.15 %
Federal funds soldFederal funds sold7,070 11 0.21 %55,101 241 0.58 %Federal funds sold— — — %— — — %
566,816 476 0.11 %338,368 1,287 0.51 %101,839 421 1.65 %596,624 231 0.15 %
Investment securities:Investment securities:Investment securities:
Taxable investment securitiesTaxable investment securities511,923 6,024 1.57 %392,228 5,157 1.75 %Taxable investment securities629,762 2,658 1.69 %549,569 2,097 1.53 %
Tax-exempt investment securitiesTax-exempt investment securities84,939 1,473 2.31 %47,192 1,942 5.49 %Tax-exempt investment securities66,681 387 2.32 %79,118 455 2.30 %
Total securitiesTotal securities596,862 7,497 1.67 %439,420 7,099 2.15 %Total securities696,443 3,045 1.75 %628,687 2,552 1.62 %
Loans (1)
Loans (1)
3,469,520 129,066 4.96 %2,912,471 113,710 5.21 %
Loans (1)
5,412,216 64,309 4.75 %3,517,978 43,835 4.98 %
FHLB stock3,509 17 0.65 %4,481 42 1.25 %
Federal Home Loan Bank (“FHLB”) stockFederal Home Loan Bank (“FHLB”) stock11,504 42 1.46 %3,576 11 1.23 %
Total interest-earning assetsTotal interest-earning assets4,636,707 137,056 3.94 %3,694,740 122,138 4.41 %Total interest-earning assets6,222,002 67,817 4.36 %4,746,865 46,629 3.93 %
Noninterest-earning assetsNoninterest-earning assets333,231 316,742 Noninterest-earning assets432,668 329,425 
Total assetsTotal assets$4,969,938 $4,011,482 Total assets$6,654,670 $5,076,290 
LIABILITIES AND SHAREHOLDERS’ EQUITY:LIABILITIES AND SHAREHOLDERS’ EQUITY:LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:Interest-bearing liabilities:Interest-bearing liabilities:
Interest-bearing transaction depositsInterest-bearing transaction deposits$1,452,965 $2,278 0.21 %$1,175,152 $4,691 0.53 %Interest-bearing transaction deposits$1,566,576 $1,645 0.42 %$1,468,126 $717 0.20 %
Savings and money market depositsSavings and money market deposits982,220 696 0.09 %779,321 1,973 0.34 %Savings and money market deposits1,419,280 700 0.20 %1,021,448 186 0.07 %
Time depositsTime deposits659,361 2,899 0.59 %615,619 4,595 1.00 %Time deposits799,445 721 0.36 %641,501 843 0.53 %
Federal funds purchasedFederal funds purchased— — — %201 1.33 %Federal funds purchased82 — — %— — — %
FHLB advancesFHLB advances20,567 233 1.51 %22,222 239 1.43 %FHLB advances162,344 1,093 2.69 %20,534 78 1.52 %
Other borrowingsOther borrowings12,087 352 3.88 %15,585 453 3.88 %Other borrowings609 14 9.20 %11,223 110 3.92 %
Subordinated debenturesSubordinated debentures111,248 3,760 4.51 %74,151 2,220 3.99 %Subordinated debentures133,387 1,767 5.30 %111,344 1,261 4.53 %
Total interest-bearing liabilitiesTotal interest-bearing liabilities3,238,448 10,218 0.42 %2,682,251 14,173 0.70 %Total interest-bearing liabilities4,081,723 5,940 0.58 %3,274,176 3,195 0.39 %
Noninterest-bearing liabilities:Noninterest-bearing liabilities:Noninterest-bearing liabilities:
Noninterest-bearing transaction depositsNoninterest-bearing transaction deposits1,306,105 948,275 Noninterest-bearing transaction deposits1,819,151 1,364,915 
Other noninterest-bearing liabilitiesOther noninterest-bearing liabilities53,169 70,339 Other noninterest-bearing liabilities58,876 53,245 
Total noninterest-bearing liabilitiesTotal noninterest-bearing liabilities1,359,274 1,018,614 Total noninterest-bearing liabilities1,878,027 1,418,160 
Shareholders’ equity (6)
Shareholders’ equity (6)
372,216 310,617 
Shareholders’ equity (6)
694,920 383,954 
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$4,969,938 $4,011,482 Total liabilities and shareholders’ equity$6,654,670 $5,076,290 
Net interest income/net interest margin (2)
Net interest income/net interest margin (2)
126,838 3.65 %107,965 3.90 %
Net interest income/net interest margin (2)
61,877 3.98 %43,434 3.66 %
Net interest spread (5)
Net interest spread (5)
3.52 %3.70 %
Net interest spread (5)
3.78 %3.54 %
Taxable equivalent adjustment:Taxable equivalent adjustment:Taxable equivalent adjustment:
Tax-exempt investment securities (3)
Tax-exempt investment securities (3)
474 638 
Tax-exempt investment securities (3)
125 146 
Net interest income/net interest margin (2)
Net interest income/net interest margin (2)
$127,312 3.66 %$108,603 3.92 %
Net interest income/net interest margin (2)
$62,002 3.99 %$43,580 3.67 %
________________________________
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Table of Contents
(1)Average loan balances include nonaccrual loans.
(2)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.
(3)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 20212022 and 2020.2021.
(4)Yields and rates are annualized.
(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.
37

Table of Contents
(6)Includes Employee Stock Ownership-owned shares.

38

Table of Contents
Nine Months Ended September 30,
20222021
(Dollars in thousands)Average BalanceInterest & Fees
Yield / Rate (4)
Average BalanceInterest & Fees
Yield / Rate (4)
ASSETS:
Interest-earning assets:
Cash investments:
Interest-bearing cash deposits$349,369 $1,117 0.43 %$559,746 $465 0.11 %
Federal funds sold— — — %7,070 11 0.21 %
349,369 1,117 0.43 %566,816 476 0.11 %
Investment securities:
Taxable investment securities628,634 7,467 1.58 %511,923 6,024 1.57 %
Tax-exempt investment securities69,222 1,208 2.33 %84,939 1,473 2.31 %
Total securities697,856 8,675 1.66 %596,862 7,497 1.67 %
Loans (1)
4,800,489 161,008 4.47 %3,469,520 129,066 4.96 %
Federal Home Loan Bank (“FHLB”) stock7,549 54 0.95 %3,509 17 0.65 %
Total interest-earning assets5,855,263 170,854 3.89 %4,636,707 137,056 3.94 %
Noninterest-earning assets398,041 333,231 
Total assets$6,253,304 $4,969,938 
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits$1,578,415 $3,474 0.29 %$1,452,965 $2,278 0.21 %
Savings and money market deposits1,359,333 1,589 0.16 %982,220 696 0.09 %
Time deposits786,818 2,042 0.35 %659,361 2,899 0.59 %
Federal funds purchased27 — — %— — — %
FHLB advances68,352 1,246 2.43 %20,567 233 1.51 %
Other borrowings8,620 280 4.33 %12,087 352 3.88 %
Subordinated debentures128,638 4,734 4.91 %111,248 3,760 4.51 %
Total interest-bearing liabilities3,930,203 13,365 0.45 %3,238,448 10,218 0.42 %
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits1,745,151 1,306,105 
Other noninterest-bearing liabilities54,904 53,169 
Total noninterest-bearing liabilities1,800,055 1,359,274 
Shareholders’ equity (6)
523,046 372,216 
Total liabilities and shareholders’ equity$6,253,304 $4,969,938 
Net interest income/net interest margin (2)
157,489 3.59 %126,838 3.65 %
Net interest spread (5)
3.44 %3.52 %
Taxable equivalent adjustment:
Tax-exempt investment securities (3)
389 474 
Net interest income/net interest margin (2)
$157,878 3.60 %$127,312 3.66 %
________________________________
(1)Average loan balances include nonaccrual loans.
(2)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.
(3)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 2022 and 2021.
(4)Yields and rates are annualized.
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(5)Net interest spread is the yield on BancPlus’ total interest-earning assets less the yield on its interest-bearing liabilities.
(6)Includes Employee Stock Ownership-owned shares.

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-bearing assets and liabilities for the dates indicated:

Three Months Ended September 30, 2021 Compared with Three Months Ended September 30, 2020Three Months Ended September 30, 2022 Compared with Three Months Ended September 30, 2021
Change Due To:Change Due To:
(Dollars in thousands)(Dollars in thousands)VolumeRateInterest Variance(Dollars in thousands)VolumeRateInterest Variance
Interest-earning assets:Interest-earning assets:Interest-earning assets:
Cash investmentsCash investments$106 $19 $125 Cash investments$(2,045)$2,235 $190 
Investment securities:Investment securities:Investment securities:
Taxable investment securitiesTaxable investment securities779 (497)282 Taxable investment securities338 223 561 
Tax-exempt investment securitiesTax-exempt investment securities(110)(8)(118)Tax-exempt investment securities(72)(68)
Total securitiesTotal securities669 (505)164 Total securities266 227 493 
Loans, netLoans, net1,527 (1,775)(248)Loans, net22,508 (2,034)20,474 
Federal Home Loan Bank stockFederal Home Loan Bank stock(4)Federal Home Loan Bank stock29 31 
Total interest-earning assetsTotal interest-earning assets$2,298 $(2,253)$45 Total interest-earning assets$20,758 $430 $21,188 
Interest-bearing liabilities:Interest-bearing liabilities:Interest-bearing liabilities:
Interest-bearing transaction depositsInterest-bearing transaction deposits$124 $(720)$(596)Interest-bearing transaction deposits$103 $825 $928 
Savings and money market depositsSavings and money market deposits26 (197)(171)Savings and money market deposits196 318 514 
Time depositsTime deposits(103)(577)(680)Time deposits142 (264)(122)
Federal funds purchased— — — 
FHLB advancesFHLB advances(1)— (1)FHLB advances955 60 1,015 
Other borrowingsOther borrowings(34)— (34)Other borrowings(244)148 (96)
Subordinated debenturesSubordinated debentures(19)(15)Subordinated debentures292 214 506 
Total interest-bearing liabilitiesTotal interest-bearing liabilities$16 $(1,513)$(1,497)Total interest-bearing liabilities$1,444 $1,301 $2,745 
Net interest incomeNet interest income$2,282 $(740)$1,542 Net interest income$19,314 $(871)$18,443 

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Nine Months Ended September 30, 2021 Compared with Nine Months Ended September 30, 2020Nine Months Ended September 30, 2022 Compared with Nine Months Ended September 30, 2021
Change Due To:Change Due To:
(Dollars in thousands)(Dollars in thousands)VolumeRateInterest Variance(Dollars in thousands)VolumeRateInterest Variance
Interest-earning assets:Interest-earning assets:Interest-earning assets:
Cash investmentsCash investments$192 $(1,003)$(811)Cash investments$(695)$1,336 $641 
Investment securities:Investment securities:Investment securities:
Taxable investment securitiesTaxable investment securities1,408 (541)867 Taxable investment securities1,386 57 1,443 
Tax-exempt investment securitiesTax-exempt investment securities655 (1,124)(469)Tax-exempt investment securities(274)(265)
Total securitiesTotal securities2,063 (1,665)398 Total securities1,112 66 1,178 
Loans, netLoans, net20,722 (5,366)15,356 Loans, net44,641 (12,699)31,942 
Federal Home Loan Bank stockFederal Home Loan Bank stock(5)(20)(25)Federal Home Loan Bank stock29 37 
Total interest-earning assetsTotal interest-earning assets$22,972 $(8,054)$14,918 Total interest-earning assets$45,087 $(11,289)$33,798 
Interest-bearing liabilities:Interest-bearing liabilities:Interest-bearing liabilities:
Interest-bearing transaction depositsInterest-bearing transaction deposits$436 $(2,849)$(2,413)Interest-bearing transaction deposits$276 $920 $1,196 
Savings and money market depositsSavings and money market deposits144 (1,421)(1,277)Savings and money market deposits441 452 893 
Time depositsTime deposits192 (1,888)(1,696)Time deposits331 (1,188)(857)
Federal funds purchased— (2)(2)
FHLB advancesFHLB advances(19)13 (6)FHLB advances871 142 1,013 
Other borrowingsOther borrowings(102)(101)Other borrowings(113)41 (72)
Subordinated debenturesSubordinated debentures1,254 286 1,540 Subordinated debentures640 334 974 
Total interest-bearing liabilitiesTotal interest-bearing liabilities$1,905 $(5,860)$(3,955)Total interest-bearing liabilities$2,446 $701 $3,147 
Net interest incomeNet interest income$21,067 $(2,194)$18,873 Net interest income$42,641 $(11,990)$30,651 

Provision for Loan Losses

The provision for loan losses is the amount of expense that, based on BancPlus’ judgment, is required to maintain the allowance for loan 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 loan losses is complex and involves a high degree of judgment and subjectivity.

For the three months ended September 30, 2021,2022, the provision for loan losses was $1.5 million,$489,000, compared to $4.7$1.5 million for the same period of 2020,2021, a decrease of $3.2$1.0 million, or 68.6%66.7%. For the nine months ended September 30, 2021,2022, the provision for loan losses was $7.4 million,$940,000, compared to $7.7$7.4 million for the same period of 2020,2021, a decrease of $311,000,$6.5 million, or 4.0%87.3%. The decreasedecreases for these year to date periods isare primarily attributable to the impact of the COVID-19 pandemic on the prior year period, including the impact of the CARESCoronavirus Aid, Relief, and Economic Security (“CARES”) Act measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance.

Noninterest Income

Noninterest income consists of, among other things: (i) service charges on deposit accounts; (ii) mortgage origination income; (iii) debit card interchange fees; (iv) income from fiduciary activities; (v) ATM income; (vi) brokerage and (vi)insurance fees and commissions, (vii) life insurance income, and (viii) other noninterest income. BancPlus’ income from service charges on deposit accounts and debit card interchange fees are largely impacted 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 includes 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 checkcards 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. Other
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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 $19.1decreased $1.5 million, or 7.87%, to $17.6 million for the three months ended September 30, 2021,2022 compared to $18.6$19.1 million for the same period of 2020, an increase of $441,000, or 2.4%,2021, primarily due to increasesdecreases in mortgage origination income of $880,000, or 44.0%, and life insurance income of $516,000, or 44.3%, offset by an increase in service charges on deposit accounts of $1.8 million,$719,000, or 31.5%; debit card interchange of $481,000, or 25.2%; income from fiduciary activities of $436,000 or 27.6%; life insurance income of $598,000, or 105.7%; partially offset by decreases in other income of $1.8 million, or 60.8%, and mortgage origination income of $828,000, or 29.3%9.6%.

The following table presents the major components of noninterest income for three months ended September 30, 2021,2022, compared to the three months ended September 30, 2020:2021:

Three Months Ended September 30,Three Months Ended September 30,
(Dollars in thousands)(Dollars in thousands)20212020$ Change% Change(Dollars in thousands)20222021$ Change% Change
Noninterest income:Noninterest income:Noninterest income:
Service charges on deposit accountsService charges on deposit accounts$7,484 $5,690 $1,794 31.5 %Service charges on deposit accounts$8,203 $7,484 $719 9.6 %
Mortgage origination incomeMortgage origination income1,999 2,827 (828)(29.3)%Mortgage origination income1,119 1,999 (880)(44.0)%
Debit card interchangeDebit card interchange2,390 1,909 481 25.2 %Debit card interchange2,393 2,390 0.1 %
Income from fiduciary activitiesIncome from fiduciary activities2,015 1,579 436 27.6 %Income from fiduciary activities1,794 2,015 (221)(11.0)%
ATM incomeATM income1,566 1,754 (188)(10.7)%ATM income1,537 1,566 (29)(1.9)%
Brokerage and insurance fees and commissionsBrokerage and insurance fees and commissions648 533 115 21.6 %Brokerage and insurance fees and commissions734 648 86 13.3 %
Life insurance incomeLife insurance income1,164 566 598 105.7 %Life insurance income648 1,164 (516)(44.3)%
Community Development Financial Institution (“CDFI”) grants645 823 (178)(21.6)%
CDFI grantsCDFI grants272 645 (373)(57.8)%
Other incomeOther income1,155 2,944 (1,789)(60.8)%Other income866 1,155 (289)(25.0)%
TotalTotal$19,066 $18,625 $441 2.4 %Total$17,566 $19,066 $(1,500)(7.9)%

Service charges on deposit accounts increased $1.8 million,$719,000, or 31.5%9.6%, to $7.5$8.2 million for the three months ended September 30, 2021,2022, compared to $5.7$7.5 million for the same period of 2020.2021. The increase was primarily the result of an increase in the impact on the prior year periodnumber of increased customer liquidity asdeposit accounts held and a resulthigher volume of various economic stimulus programs and reduced customer spending as a result of quarantine restrictions relatedtransactions due to the COVID-19 pandemic.FTC Merger.

Debit card interchange increased $481,000,Mortgage origination income decreased $880,000, or 25.2%44.0%, to $2.4$1.1 million for the three months ended September 30, 2021,2022, compared to $1.9$2.0 million for the same period of 2020.2021. The increasedecrease was attributable to increased card spending and transaction levels forthe primarily the result of decreased mortgage origination activity as refinancing activity has slowed in the current year period compared to the same period of 2020 which was negatively affected by quarantine restrictions related to the COVID-19 pandemic.higher interest rate environment.

Income from fiduciary activities increased $436,000,Life insurance income decreased $516,000, or 27.6%44.3%, to $2.0 million$648,000 for the three months ended September 30, 2021,2022, compared to $1.6$1.2 million for the same period of 2020.2021. The increase is primarily attributable to increases in assets under management as a result of higher equity markets in the current year.

Life insurance income increased $598,000, or 105.7%, to $1.2 million for the three months ended September 30, 2021, compared to $566,000 for the same period of 2020. The increasedecrease is primarily related to death benefits paid in the currentprior year period on policies held by the BancPlus.

Mortgage originationNoninterest income decreased $828,000, or 29.3%, to $2.0was $54.3 million for the threenine months ended September 30, 2021,2022, compared to $2.8$58.1 million for the same period of 2020. The2021, a decrease was primarily the result of decreased mortgage origination activity in the three months ended September 30, 2021 as refinancing activity began to slow from increased levels seen over the previous 12 months.

Other income decreased $1.8$3.8 million, or 60.8%, to $1.2 million for the three months ended September 30, 2021, compared to $2.9 million for the same period of 2020. The decrease was primarily the result of the gain on the bargain purchase of $1.1 million recorded in the prior year period related to the merger with SCC.

Noninterest income was $58.1 million for the first nine months of 2021, compared to $45.4 million for the first nine months of 2020, an increase of $12.7 million, or 28.0%6.6%, primarily due to increasesdecreases in life insurance income of $3.9 million, or 67.3%,
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CDFI grants of $2.0 million, or 82.1%, and mortgage origination income of $1.1 million, or 15.8%; partially offset by an increase in service charges on deposit accounts of $2.6, or 15.3%;
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mortgage origination income of $752,000, or 12.6%; debit card interchange of $2.2$3.5 million, or 41.1%; income from fiduciary activities of $1.1 million, or 23.9%; ATM income of $835,000, or 21.0%; life insurance income of $4.3 million, or 284.1%; and CDFI grants of $1.6 million, or 200.2%; partially offset by a decrease in other income of $1.0 million, or 20.9%18.0%.

The following table presents the major components of noninterest income for the nine months ended September 30, 2021,2022, compared to the nine months ended September 30, 2020:2021:

Nine Months Ended September 30,Nine Months Ended September 30,
(Dollars in thousands)(Dollars in thousands)20212020$ Change% Change(Dollars in thousands)20222021$ Change% Change
Noninterest income:Noninterest income:Noninterest income:
Service charges on deposit accountsService charges on deposit accounts$19,226 $16,674 $2,552 15.3 %Service charges on deposit accounts$22,696 $19,226 $3,470 18.0 %
Mortgage origination incomeMortgage origination income6,726 5,974 752 12.6 %Mortgage origination income5,661 6,726 (1,065)(15.8)%
Debit card interchangeDebit card interchange7,634 5,412 2,222 41.1 %Debit card interchange7,569 7,634 (65)(0.9)%
Income from fiduciary activitiesIncome from fiduciary activities5,681 4,585 1,096 23.9 %Income from fiduciary activities5,844 5,681 163 2.9 %
ATM incomeATM income4,809 3,974 835 21.0 %ATM income4,593 4,809 (216)(4.5)%
Brokerage and insurance fees and commissionsBrokerage and insurance fees and commissions1,802 1,516 286 18.9 %Brokerage and insurance fees and commissions2,067 1,802 265 14.7 %
Life insurance incomeLife insurance income5,858 1,525 4,333 284.1 %Life insurance income1,913 5,858 (3,945)(67.3)%
CDFI grantsCDFI grants2,471 823 1,648 200.2 %CDFI grants443 2,471 (2,028)(82.1)%
Other incomeOther income3,873 4,899 (1,026)(20.9)%Other income3,476 3,873 (397)(10.3)%
TotalTotal$58,080 $45,382 $12,698 28.0 %Total$54,262 $58,080 $(3,818)(6.6)%

Service charges on deposit accounts increased $2.6$3.5 million, or 15.3%18.0%, to $19.2$22.7 million for the nine months ended September 30, 2021,2022, compared to $16.7$19.2 million for the same period of 2020.2021. The increase was primarily the result of an increase in the impact on the prior year periodnumber of increased customer liquidity asdeposit accounts held and a resulthigher volume of various economic stimulus programs and reduced customer spending as a result of quarantine restrictions relatedtransactions due to the COVID-19 pandemic.FTC Merger.

Mortgage origination income increased $752,000, or 12.6%, to $6.7 million for the nine months ended September 30, 2021, compared to $6.0 million for the same period of 2020. The increase primarily related to increased mortgage origination activity in the first nine months of the current year as a result of the lower interest rate environment seen for much of 2021.

Debit card interchange increased $2.2 million, or 41.1%, to $7.6 million for the nine months ended September 30, 2021, compared to $5.4 million for the same period of 2020. The increase was attributable to increased card spending and transaction levels for the current year period compared to the same period of 2020 which was negatively affected by quarantine restrictions related to the COVID-19 pandemic as well as an additional three months of income in 2021 related to the merger with SCC.

Income from fiduciary activities increaseddecreased $1.1 million, or 23.9%15.8%, to $5.7 million for the nine months ended September 30, 2021,2022, compared to the $4.6$6.7 million for the same period of 2020.2021. The increase isdecrease was primarily attributable to increases in assets under management as athe result of higher equity marketsdecreased mortgage origination activity as refinancing activity has slowed in the current year.higher interest rate environment.

ATMLife insurance income increased $835,000,decreased $3.9 million, or 21.0%67.3%, to $4.8$1.9 million for the nine months ended September 30, 2021,2022, compared to $4.0$5.9 million for the same period of 2020.2021. The increase is primarily related to increases in ATM usage in the current year period compared to same period of 2020 which was negatively affected by quarantine restrictions related to the COVID-19 pandemic as well as an additional three months of income in 2021 related to the merger with SCC.

Life insurance income increased $4.3 million, or 284.1%, to $5.9 million for the nine months ended September 30, 2021, compared to $1.5 million for the same period of 2020. The increasedecrease is primarily related to death benefits paid in the currentprior year period on policies held by BancPlus.

CDFI grant income increased $1.6decreased $2.0 million, or 200.2%82.1%, to $443,000 for the three months ended September 30, 2022, compared to $2.5 million for the nine months ended September 30, 2021 from $823,000 for the same period of 2020.2021. The currentdecrease was the result of a grant received in the prior year period includes a $1.8 million grant received related to the CDFI Rapid Response Program, which was created in 2021 by the U.S. Department of the Treasury to provide capital for CDFI designated banks to respond to the economic challenges created by the COVID-19 pandemic.
Other income decreased $1.0 million, or 20.9%, to $3.9 million for the nine months ended September 30, 2021, compared to $4.9 million for the same period of 2020. The decrease was primarily the result of the gain on the bargain purchase of $1.1 million recorded in the prior year period related to the merger with SCC.
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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 includes 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 Federal Deposit Insurance Corporation (“FDIC”) assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, communications, travel, meals, training, supplies, postage and postage.other miscellaneous expenses. Noninterest expensesexpense generally increaseincreases as BancPlus grows its business. Noninterest expenses haveexpense has increased commensurate with our growth over the past few years as BancPlus has grown organically and through our previously disclosed merger with State Capital Corp. (“SCC”), in which BancPlus acquired SCC, the holding company of State Bank & Trust Company (“State Bank”) by a statutory share exchange and SCC was merged with and into
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BancPlus, with BancPlus surviving the merger (the “SCC Holding Company Merger”), and State Bank was merged with SCC.and into BankPlus, with BankPlus surviving the merger (together with the SCC Holding Company Merger, the “SCC Merger”), which closed on April 1, 2020, and the FTC Merger. 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 three months ended September 30, 2021,2022, noninterest expense totaled $42.8$54.7 million, an increase of $2.9$11.9 million, or 7.3%27.7%, from $39.9$42.8 million for the three months ended September 30, 2020,2021, primarily due to increases in salaries and employee benefits expenses of $2.1$7.7 million, or 8.9%30.5%; furniture, equipment and data processing expenses of $1.4 million, or 22.1%; other expenses of $1.3 million, or 25.8%; and net occupancy expenses of $1.1 million, or 31.3%.

The following table presents the major components of noninterest expense for the three months ended September 30, 20212022 compared to the three months ended September 30, 2020:2021:
Three Months Ended September 30,Three Months Ended September 30,
(Dollars in thousands)(Dollars in thousands)20212020$ Change% Change(Dollars in thousands)20222021$ Change% Change
Noninterest expense:Noninterest expense:Noninterest expense:
Salaries and employee benefits expensesSalaries and employee benefits expenses$25,218 $23,162 $2,056 8.9 %Salaries and employee benefits expenses$32,909 $25,218 $7,691 30.5 %
Net occupancy expensesNet occupancy expenses3,606 3,459 147 4.2 %Net occupancy expenses4,733 3,606 1,127 31.3 %
Furniture, equipment and data processing expensesFurniture, equipment and data processing expenses6,282 5,801 481 8.3 %Furniture, equipment and data processing expenses7,671 6,282 1,389 22.1 %
Marketing and promotional expensesMarketing and promotional expenses1,154 1,000 154 15.4 %Marketing and promotional expenses2,027 1,154 873 75.6 %
Other real estate expenses and lossesOther real estate expenses and losses292 230 62 27.0 %Other real estate expenses and losses111 292 (181)(62.0)%
Professional feesProfessional fees1,232 1,651 (419)(25.4)%Professional fees915 1,232 (317)(25.7)%
Other expensesOther expenses5,038 4,609 429 9.3 %Other expenses6,338 5,038 1,300 25.8 %
TotalTotal$42,822 $39,912 $2,910 7.3 %Total$54,704 $42,822 $11,882 27.7 %

Salaries and employee benefits expenses is the largest component of noninterest expense, representing 58.9%60.2% and 58.0%58.9% of total noninterest expense for the three months ended September 30, 20212022 and 2020,2021, respectively. During the three months ended September 30, 2021,2022, salaries and employee benefits expense increased $2.1$7.7 million, or 8.9%30.5%, to $25.2$32.9 million, compared to $23.2$25.2 million for the three months ended September 30, 2020.2021. The increase in salaries and employee benefits expense is primarily due the FTC Merger as well as to increased bonuses and normal annual salary increases for employees,employees.

Net occupancy expenses increased $1.1 million, or 31.3%, to $4.7 million for the three months ended September 30, 2022, compared to $3.6 million for the same period of 2021. The primary reason for the increase is increased depreciation and rent expense as a result of the FTC Merger.

Furniture, fixtures and data processing expenses increased $1.4 million, or 22.1%, to $7.7 million for the three months ended September 30, 2022, compared to $6.3 million for the same period of 2021. The increase is primarily due to increased data processing and equipment maintenance expenses in the current year period resulting from our recent core system upgrade as well as costs associated with conversion of FTC customers to our core system.

Other expenses increased salary-related$1.3 million, or 25.8%, to $6.3 million for the three months ended September 30, 2022, compared to $5.0 million for the same period of 2021. The increase is the primarily attributable to increases in FDIC assessments, amortization of intangible assets, and other expenses inresulting from the third quarter of 2021 related to the Company’s recent core software conversion.FTC Merger.

For the nine months ended September 30, 2021,2022, noninterest expense totaled $121.4$153.8 million, an increase of $10.9$32.4 million, or 9.8%26.7%, from $110.5$121.4 million for the nine months ended September 30, 2020,2021, primarily due to increases in salaries and employee benefits expenses of $7.0$16.2 million, or 10.7%22.4%; professional fees of $4.2 million, or 166.9%; furniture, equipment and data processing expenses of $3.6 million, or 19.8%; other expenses of $3.1 million, or 21.9%; net occupancy expenses of $1.1$3.0 million, or 11.0%, furniture, equipment27.5%; and data processingmarketing and promotional expenses of $2.7$1.9 million, or 17.3%, and other expenses of $2.4 million, or 20.0%, partially offset by a decrease in professional fees of $2.2 million, or 46.7%76.2%.

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The following table presents the major components of noninterest expense for the nine months ended September 30, 20212022 compared to the nine months ended September 30, 2020:2021:

Nine Months Ended September 30,
(Dollars in thousands)20212020$ Change% Change
Noninterest expense:
Salaries and employee benefits expenses$72,365 $65,349 $7,016 10.7 %
Net occupancy expenses10,779 9,709 1,070 11.0 %
Furniture, equipment and data processing expenses18,322 15,621 2,701 17.3 %
Marketing and promotional expenses2,485 2,787 (302)(10.8)%
Other real estate expenses and losses744 506 238 47.0 %
Professional fees2,514 4,718 (2,204)(46.7)%
Other expenses14,188 11,823 2,365 20.0 %
Total$121,397 $110,513 $10,884 9.8 %
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Nine Months Ended September 30,
(Dollars in thousands)20222021$ Change% Change
Noninterest expense:
Salaries and employee benefits expenses$88,559 $72,365 $16,194 22.4 %
Net occupancy expenses13,740 10,779 2,961 27.5 %
Furniture, equipment and data processing expenses21,957 18,322 3,635 19.8 %
Marketing and promotional expenses4,379 2,485 1,894 76.2 %
Other real estate expenses and losses1,154 744 410 55.1 %
Professional fees6,709 2,514 4,195 166.9 %
Other expenses17,291 14,188 3,103 21.9 %
Total$153,789 $121,397 $32,392 26.7 %

Salaries and employee benefits expenses is the largest component of noninterest expense, representing 59.6%57.6% and 59.1%59.6% of total noninterest expense for the nine months ended September 30, 20212022 and 2020,2021, respectively. During the nine months ended September 30, 2021,2022, salaries and employee benefits expense increased $7.0$16.2 million, or 10.7%22.4%, to $72.4$88.6 million, compared to $65.3$72.4 million for the nine months ended September 30, 2020.2021. The increase in salaries and employee benefits expensesexpense is primarily due to the merger with SCC in additionFTC Merger as well as to normal annual salary increases for employees.employees and increased bonuses.

Net occupancy expenses increased $1.1$3.0 million, or 11.0%27.5%, to $10.8$13.7 million for the nine months ended September 30, 2021,2022, compared to $9.7$10.8 million for the same period of 2021. The primary reason for the increase is increased depreciation and rent expense as a result of the FTC Merger.

Furniture, fixtures and data processing expenses increased $3.6 million, or 19.8%, to $22.0 million for the nine months ended September 30, 2020.2022, compared to $18.3 million for the same period of 2021. The increase wasis primarily attributabledue to increased data processing and equipment maintenance expenses in the current year period relatedresulting from our recent core system upgrade as well as costs associated with conversion of FTC customers to the upkeep of branches across our footprint.core system.

Furniture, equipmentMarket and data processingpromotional expenses for the nine months ended September 30, 2021 was $18.3 million, an increase of $2.7increased $1.9 million, or 17.3%76.2%, compared to $15.6$4.4 million for the nine months ended September 30, 2020. This2022, compared to $2.5 million for the same period of 2021. The increase was primarily attributable to increasesincreased community sponsorship expense in depreciation, data processing and software expenses resulting from the merger with SCC in addition to expenses related to BancPlus’ software conversion duringcurrent year period as a result of the third quarter of 2021.FTC Merger.

Professional fees decreased $2.2increased $4.2 million, or 46.7%166.9%, to $2.5$6.7 million for the nine months ended September 30, 2021,2022, compared to $4.7$2.5 million for the same period of 2021. The increase was primarily the result of advisory fees as well as increased legal and accounting expenses in connection with the FTC Merger.

Other expenses increased $3.1 million, or 21.9%, to $17.3 million for the nine months ended September 30, 2020, primarily due to expenses incurred in the same period of 2020 related to the merger with SCC.

Other expenses increased $2.4 million, or 20.0%,2022, compared to $14.2 million for the nine months ended September 30, 2021, comparedsame period of 2021. The increase is the primarily attributable to $11.8 million for the nine months ended September 30, 2020, primarily due to an increaseincreases in FDIC assessments, amortization of intangible assets, and state assessment fees as a result of increased deposits as well asother expenses resulting from the merger with SCC.FTC Merger.

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 $4.0$5.1 million for the three months ended September 30, 2021,2022, compared to $3.3$4.0 million for the same period of 2020,2021, an increase of $678,000,$1.1 million, or 20.3%27.3%. BancPlus’ effective tax rate for the three months ended September 30, 20212022 was 22.0%21.1%, compared to 20.9%22.0% for the same period of 2020.2021.

BancPlus recorded income tax expense of $10.6$12.1 million for the nine months ended September 30, 2021,2022, compared to $7.6$10.6 million for the same period of 2020,2021, an increase of $3.0$1.5 million, or 39.1%14.0%. BancPlus’ effective tax rate for the nine months ended September 30, 20212022 was 18.9%21.2%, compared to 21.7%18.9% for the same period of 2020.2021.

For both the three and nine month periods, the increase in income tax expense was the result
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The increase in the effective tax rate for the threenine months ended September 30, 20212022 compared with the same period of 20202021 was the result of the impact on the prior year period of permanent tax items. The decrease in effective tax rate for
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the year to date periods was the result of BancPlusCompany taking advantage of tax credits offered by Mississippi in the current year,and non-taxable life insurance proceeds recorded in 2021, and apportionment of state taxable income to Louisiana which exempts banks that pay a state tax on their shares of stock from their corporate income tax. BancPlus’ Louisiana locations were acquired in the merger with SCC.prior year period.

The increase in income tax expense for the three and nine months ended September 30, 2022, compared to the same periods of 2021, was primarily the result of higher income before taxes in the current year.

Financial Condition

The following discussion compares BancPlus’ financial condition as of September 30, 20212022 to December 31, 2020.2021.

Assets

Total assets increased $402.4 million,$1.58 billion, or 8.5%30.5%, to $5.113$6.78 billion at September 30, 20212022 from total assets of $4.711$5.20 billion at December 31, 2020.2021. Total cash and cash equivalents increased $57.5decreased $491.9 million, or 9.0%74.1%, to $695.1$172.3 million at September 30, 2021,2022, compared to $637.5$664.2 million at December 31, 2020,2021, primarily due to increasesan increase in interest bearing deposits with banks.cash outflow for investments and loans made during the period. Total loans held for investment increased $147.4 million,$1.93 billion, or 4.4%53.3%, to $3.526$5.55 billion at September 30, 2021,2022, compared to $3.379$3.62 billion at December 31, 20202021 as a result of the FTC Merger and organic loan growth. Investment securities increased $214.2$32.3 million, or 52.9%5.0%, from $405.1$648.3 million at December 31, 20202021 to $619.3$680.5 million at September 30, 20212022 primarily as a result of increased purchases of available for sale securities.securities acquired in the FTC Merger.
Investment Securities Portfolio

BancPlus’ investment securities portfolio, which consists primarily of U.S. government agency obligations, 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 September 30, 2021, 12.7%2022, 9.7% of BancPlus’ investment securities portfolio was classified as held to maturity and 87.3%90.3% was classified as available for sale. As of December 31, 2020, 23.1%2021, 11.1% of BancPlus’ investment securities portfolio was classified as held to maturity and 76.9%88.9% was classified as available for sale. Securities available for sale increased $229.5$38.0 million, or 73.7%6.6%, from $311.4$576.6 million at December 31, 20202021 to $540.9$614.7 million at September 30, 2021. Early in the period, BancPlus took advantage of the steeper yield curve to invest excess liquidity. BancPlus used a disciplined approach to build a ladder of non-callable state tax-exempt agency bonds. As market conditions allow, BancPlus will continue this strategy to enhance net interest margin and provide predictable cash flows for future loan demand.2022.

At September 30, 2021,2022, U.S. government agency obligations represented 48.4%54.0%, mortgage-backed securities represented 22.1%16.1%, municipal securities represented 20.2% and16.6%, corporate investments represented 7.1%6.6%, U.S. Treasuries represented 5.0% and asset-backed securities represented 1.6% of the investment securities portfolio. At December 31, 2020, mortgage-backed securities represented 50.5%, municipal securities represented 34.7%, corporate investments represented 8.2% and2021, U.S. government agency obligations represented 3.1%54.0%, mortgage-backed securities represented 19.1%, municipal securities represented 17.9%, corporate investments represented 6.9% and asset-backed securities represented 2.0% of the 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 securities exceeded 10% of shareholders’ equity.

The following table presents the carrying value of BancPlus’ investment securities portfolio as of the dates indicated:
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September 30, 2021December 31, 2020September 30, 2022December 31, 2021
(Dollars in thousands)(Dollars in thousands)Carrying Value% of TotalCarrying Value% of Total(Dollars in thousands)Carrying Value% of TotalCarrying Value% of Total
Held to Maturity:Held to Maturity:Held to Maturity:
(At amortized cost)(At amortized cost)(At amortized cost)
Issued by states and political subdivisionsIssued by states and political subdivisions$78,423 12.66 %$93,766 23.14 %Issued by states and political subdivisions$65,889 9.68 %$71,648 11.05 %
Total held-to-maturityTotal held-to-maturity78,423 12.66 %93,766 23.14 %Total held-to-maturity65,889 9.68 %71,648 11.05 %
Available for Sale:Available for Sale:Available for Sale:
(At fair value)(At fair value)(At fair value)
U.S. TreasuriesU.S. Treasuries34,351 5.05 %— — %
U.S. Government agency obligationsU.S. Government agency obligations299,841 48.42 %12,434 3.07 %U.S. Government agency obligations367,683 54.03 %350,250 54.03 %
Issued by states and political subdivisionsIssued by states and political subdivisions46,613 7.53 %46,801 11.55 %Issued by states and political subdivisions46,769 6.87 %44,684 6.89 %
Mortgage-backed securities:Mortgage-backed securities:Mortgage-backed securities:
ResidentialResidential121,846 19.67 %187,212 46.21 %Residential97,821 14.37 %109,787 16.94 %
CommercialCommercial14,894 2.40 %17,331 4.28 %Commercial12,038 1.77 %14,276 2.20 %
Asset-backed securitiesAsset-backed securities13,539 2.19 %14,447 3.57 %Asset-backed securities11,087 1.63 %13,107 2.02 %
Corporate investmentsCorporate investments44,150 7.13 %33,148 8.18 %Corporate investments44,909 6.60 %44,510 6.87 %
Total available for saleTotal available for sale540,883 87.34 %311,373 76.86 %Total available for sale614,658 90.32 %576,614 88.95 %
Total securitiesTotal securities$619,306 100.00 %$405,139 100.00 %Total securities$680,547 100.00 %$648,262 100.00 %

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 September 30, 2021
Due in One Year or LessMore Than One Year to Five YearsMore Than Five Years to Ten YearsDue After Ten Years
(Dollars in thousands)AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
Held to maturity:
Issued by states and political subdivisions$12,437 3.19 %$46,344 2.81 %$16,887 2.54 %$2,755 4.17 %
Total held to maturity12,437 3.19 %46,344 2.81 %16,887 2.54 %2,755 4.17 %
Available for sale:
U.S. Government agency obligations5,037 2.60 %163,773 0.45 %126,630 1.19 %4,402 1.75 %
Issued by states and political subdivisions2,346 4.64 %14,770 2.64 %22,141 3.13 %7,356 3.17 %
Mortgage-backed securities:
Residential— — %— — %4,650 1.85 %117,196 2.41 %
Commercial— — %— — %13,659 1.54 %1,234 2.48 %
Asset-backed securities— — %— — %— — %13,539 1.88 %
Corporate investments4,019 2.13 %498 2.75 %38,571 4.14 %1,062 4.50 %
Total available for sale11,402 2.85 %179,041 0.64 %205,651 1.99 %144,789 2.39 %
Total securities$23,839 3.03 %$225,385 1.08 %$222,538 2.03 %$147,544 2.43 %
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Maturity as of December 31, 2020Maturity as of September 30, 2022
Due in One Year or LessMore Than One Year to Five YearsMore Than Five Years to Ten YearsDue After Ten YearsDue in One Year or LessMore Than One Year to Five YearsMore Than Five Years to Ten YearsDue After Ten Years
(Dollars in thousands)(Dollars in thousands)AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
(Dollars in thousands)AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
Held to maturity:Held to maturity:Held to maturity:
Issued by states and political subdivisionsIssued by states and political subdivisions$15,891 3.02 %$50,738 4.05 %$24,247 3.67 %$2,890 3.85 %Issued by states and political subdivisions$7,868 3.18 %$47,439 2.48 %$8,372 3.69 %$2,210 4.27 %
Total held to maturityTotal held to maturity15,891 3.02 %50,738 4.05 %24,247 3.67 %2,890 3.85 %Total held to maturity7,868 3.18 %47,439 2.48 %8,372 3.69 %2,210 4.27 %
Available for sale:Available for sale:Available for sale:
U.S. TreasuriesU.S. Treasuries25,120 1.35 %9,231 1.24 %— — %— — %
U.S. Government agency obligationsU.S. Government agency obligations— — %5,128 2.60 %2,508 3.19 %4,798 1.78 %U.S. Government agency obligations4,869 0.80 %293,432 0.84 %66,254 1.31 %3,127 3.30 %
Issued by states and political subdivisionsIssued by states and political subdivisions3,803 3.08 %12,504 2.99 %20,538 3.18 %9,956 3.19 %Issued by states and political subdivisions3,750 2.46 %21,895 2.97 %16,272 3.21 %4,852 2.73 %
Mortgage-backed securities:Mortgage-backed securities:Mortgage-backed securities:
ResidentialResidential— — %— — %10,991 0.93 %176,220 2.35 %Residential— — %— — %6,162 2.19 %91,660 2.52 %
CommercialCommercial305 3.25 %— — %14,071 1.54 %2,955 2.53 %Commercial— — %9,046 1.52 %2,625 1.58 %367 2.61 %
Asset-backed securitiesAsset-backed securities— — %— — %— — %14,447 3.94 %Asset-backed securities— — %— — %— — %11,087 4.13 %
Corporate investmentsCorporate investments— — %4,060 2.22 %28,084 4.48 %1,005 4.50 %Corporate investments— — %444 2.75 %43,581 4.12 %884 4.50 %
Total available for saleTotal available for sale4,108 3.09 %21,692 2.75 %76,192 3.03 %209,381 2.50 %Total available for sale33,739 1.39 %334,048 1.01 %134,894 2.49 %111,977 2.73 %
Total securitiesTotal securities$19,999 3.03 %$72,430 3.66 %$100,439 3.19 %$212,271 2.52 %Total securities$41,607 1.73 %$381,487 1.19 %$143,266 2.56 %$114,187 2.76 %
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Maturity as of December 31, 2021
Due in One Year or LessMore Than One Year to Five YearsMore Than Five Years to Ten YearsDue After Ten Years
(Dollars in thousands)AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
AmountWeighted
Average
Yield
Held to maturity:
Issued by states and political subdivisions$9,286 3.00 %$44,803 2.77 %$15,349 2.41 %$2,210 4.27 %
Total held to maturity9,286 3.00 %44,803 2.77 %15,349 2.41 %2,210 4.27 %
Available for sale:
U.S. Government agency obligations5,006 2.60 %221,071 0.54 %120,049 1.20 %4,124 1.77 %
Issued by states and political subdivisions2,202 4.06 %15,110 2.63 %21,084 3.09 %6,288 3.24 %
Mortgage-backed securities:
Residential— — %— — %4,211 1.86 %105,576 2.42 %
Commercial— — %— — %13,512 1.54 %764 2.50 %
Asset-backed securities— — %— — %— — %13,107 1.83 %
Corporate investments4,004 2.13 %493 2.75 %38,953 4.12 %1,060 4.50 %
Total available for sale11,212 2.72 %236,674 0.68 %197,809 2.01 %130,919 2.40 %
Total securities$20,498 2.85 %$281,477 1.01 %$213,158 2.04 %$133,129 2.43 %

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.

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Loan Portfolio

The following tables detail composition and percentage composition of BancPlus’ loan portfolio, by category, as of the dates indicated:
As of September 30, 2021As of December 31, 2020As of September 30, 2022As of December 31, 2021
(Dollars in thousands)(Dollars in thousands)AmountPercentAmountPercent(Dollars in thousands)AmountPercentAmountPercent
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$773,928 21.95 %$738,340 21.85 %Residential properties$1,311,672 23.63 %$774,699 21.41 %
Construction and land developmentConstruction and land development465,564 13.20 %403,496 11.94 %Construction and land development945,639 17.04 %543,763 15.02 %
FarmlandFarmland212,645 6.03 %217,104 6.43 %Farmland273,575 4.93 %211,503 5.84 %
Other commercialOther commercial1,339,214 37.98 %1,224,633 36.25 %Other commercial2,145,785 38.67 %1,396,085 38.58 %
Total real estateTotal real estate2,791,351 79.16 %2,583,573 76.47 %Total real estate4,676,671 84.27 %2,926,050 80.85 %
Commercial and industrialCommercial and industrial534,160 15.15 %635,714 18.82 %Commercial and industrial664,439 11.97 %527,102 14.56 %
Agricultural production and other loans to farmersAgricultural production and other loans to farmers101,973 2.89 %85,469 2.53 %Agricultural production and other loans to farmers90,647 1.63 %86,520 2.39 %
Consumer and otherConsumer and other98,602 2.80 %73,976 2.19 %Consumer and other118,011 2.13 %79,500 2.20 %
Total loans, grossTotal loans, gross3,526,086 100.00 %3,378,732 100.00 %Total loans, gross5,549,768 100.00 %3,619,172 100.00 %
Allowance for loan lossesAllowance for loan losses(44,001)(36,000)Allowance for loan losses(42,533)(45,000)
Total loans, netTotal loans, net$3,482,085 $3,342,732 Total loans, net$5,507,235 $3,574,172 

Our loan portfolio was comprised of 74.2% commercial loans and 25.8% consumer loans as of September 30, 2022, compared to 76.4% commercial loans and 23.6% consumer loans as of December 31, 2021. 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 September 30, 2021,2022, BancPlus’ loan portfolio included $290.8$444.6 million of loan participations purchased, or 8.25%8.01% of total loans, which includes $146.8$276.5 million of shared national credits. At December 31, 2020,2021, BancPlus’ loan portfolio included $245.7$333.0 million of loan participations purchased, or 7.27%9.20% of total loans, which includes $93.8$177.5 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 September 30, 2021As of September 30, 2022
(Dollars in thousands)(Dollars in thousands)Due in
One Year or
Less
More Than
One Year
to Five
More Than Five Years to FifteenAfter Fifteen YearsTotal(Dollars in thousands)Due in
One Year or
Less
More Than
One Year
to Five
More Than Five Years to FifteenAfter Fifteen YearsTotal
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$82,492 $329,147 $332,387 $29,901 $773,927 Residential properties$115,435 $378,567 $490,262 $327,408 $1,311,672 
Construction and land developmentConstruction and land development142,510 260,274 53,777 9,004 465,565 Construction and land development344,399 462,206 105,599 33,435 945,639 
FarmlandFarmland46,569 99,747 65,107 1,222 212,645 Farmland42,125 122,176 89,927 19,347 273,575 
Other commercialOther commercial116,870 759,180 414,977 48,187 1,339,214 Other commercial158,742 1,280,395 482,197 224,451 2,145,785 
Total real estateTotal real estate388,441 1,448,348 866,248 88,314 2,791,351 Total real estate660,701 2,243,344 1,167,985 604,641 4,676,671 
Commercial and industrialCommercial and industrial69,926 345,296 118,887 51 534,160 Commercial and industrial131,473 440,969 91,997 — 664,439 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers57,476 43,233 1,264 — 101,973 Agricultural production and other loans to farmers46,813 43,068 766 — 90,647 
Consumer and other loansConsumer and other loans29,347 64,777 4,463 15 98,602 Consumer and other loans51,180 62,144 4,673 14 118,011 
Total loansTotal loans$545,190 $1,901,654 $990,862 $88,380 $3,526,086 Total loans$890,167 $2,789,525 $1,265,421 $604,655 $5,549,768 

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As of December 31, 2020As of December 31, 2021
(Dollars in thousands)(Dollars in thousands)Due in
One Year or
Less
More Than
One Year
to Five
More Than Five Years to FifteenAfter Fifteen YearsTotal(Dollars in thousands)Due in
One Year or
Less
More Than
One Year
to Five
More Than Five Years to FifteenAfter Fifteen YearsTotal
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$115,367 $388,731 $229,269 $4,973 $738,340 Residential properties$105,854 $317,073 $340,436 $11,336 $774,699 
Construction and land developmentConstruction and land development160,382 187,403 49,445 6,266 403,496 Construction and land development217,487 285,923 31,161 9,192 543,763 
FarmlandFarmland44,618 112,826 56,307 3,353 217,104 Farmland38,671 104,034 61,553 7,245 211,503 
Other commercialOther commercial150,683 706,001 320,450 47,499 1,224,633 Other commercial172,914 878,887 299,853 44,431 1,396,085 
Total real estateTotal real estate471,050 1,394,961 655,471 62,091 2,583,573 Total real estate534,926 1,585,917 733,003 72,204 2,926,050 
Commercial and industrialCommercial and industrial102,129 473,283 60,302 — 635,714 Commercial and industrial98,197 342,243 86,662 — 527,102 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers40,750 42,575 2,144 — 85,469 Agricultural production and other loans to farmers49,748 36,214 558 — 86,520 
Consumer and other loansConsumer and other loans18,814 53,319 1,828 15 73,976 Consumer and other loans20,686 57,222 1,578 14 79,500 
Total loansTotal loans$632,743 $1,964,138 $719,745 $62,106 $3,378,732 Total loans$703,557 $2,021,596 $821,801 $72,218 $3,619,172 

As of September 30, 2021As of September 30, 2022
(Dollars in thousands)(Dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal(Dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$640,997 $132,930 $773,927 Residential properties$1,052,094 $259,578 $1,311,672 
Construction and land developmentConstruction and land development232,987 232,578 465,565 Construction and land development406,658 538,981 945,639 
FarmlandFarmland160,339 52,306 212,645 Farmland183,530 90,045 273,575 
Other commercialOther commercial1,097,871 241,343 1,339,214 Other commercial1,598,161 547,624 2,145,785 
Total real estateTotal real estate2,132,194 659,157 2,791,351 Total real estate3,240,443 1,436,228 4,676,671 
Commercial and industrialCommercial and industrial289,928 244,232 534,160 Commercial and industrial300,685 363,754 664,439 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers62,997 38,976 101,973 Agricultural production and other loans to farmers49,891 40,756 90,647 
Consumer and other loansConsumer and other loans69,086 29,516 98,602 Consumer and other loans87,836 30,175 118,011 
Total loansTotal loans$2,554,205 $971,881 $3,526,086 Total loans$3,678,855 $1,870,913 $5,549,768 

As of December 31, 2020
(Dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Secured by real estate:
Residential properties$594,353 $143,987 $738,340 
Construction and land development213,944 189,552 403,496 
Farmland162,505 54,599 217,104 
Other commercial1,016,580 208,053 1,224,633 
Total real estate1,987,382 596,191 2,583,573 
Commercial and industrial425,874 209,840 635,714 
Agricultural production and other loans to farmers51,766 33,703 85,469 
Consumer and other loans52,692 21,284 73,976 
Total loans$2,517,714 $861,018 $3,378,732 

As of September 30, 2021, the Company held 1,948 loans for customers under the PPP, totaling approximately $101.0 million, a decrease of $104.2 million, or 50.8%, from $205.2 million as of December 31, 2020. The decrease is the result of PPP loans
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being forgiven and paid off by the SBA or being paid off by the customer, partially offset by originations of new PPP loans in 2021 while the program was still active.
As of December 31, 2021
(Dollars in thousands)Fixed Interest RatesFloating or Adjustable RatesTotal
Secured by real estate:
Residential properties$644,842 $129,857 $774,699 
Construction and land development262,573 281,190 543,763 
Farmland154,154 57,349 211,503 
Other commercial1,157,465 238,620 1,396,085 
Total real estate2,219,034 707,016 2,926,050 
Commercial and industrial258,036 269,066 527,102 
Agricultural production and other loans to farmers58,206 28,314 86,520 
Consumer and other loans54,923 24,577 79,500 
Total loans$2,590,199 $1,028,973 $3,619,172 

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
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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 September 30, 2021,2022, BancPlus had total off-balance sheet commitments of $1.230$1.558 billion.

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.” Loans modified under Section 4013 of the CARES Act and related interagency guidance are excluded from being reported as troubled debt restructuring (“TDR”) loans.

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The tables below set forth information on BancPlus’ asset classification as of the dates indicated. BancPlus had no assets classified as loss.
As of September 30, 2021As of September 30, 2022
(Dollars in thousands)(Dollars in thousands)Risk
Grades 1-7
SubstandardDoubtfulTotal(Dollars in thousands)Risk
Grades 1-7
SubstandardDoubtfulTotal
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$759,188 $14,740 $— $773,928 Residential properties$1,298,730 $12,899 $43 $1,311,672 
Construction and land developmentConstruction and land development464,819 745 — 465,564 Construction and land development944,089 1,550 — 945,639 
FarmlandFarmland199,608 13,037 — 212,645 Farmland270,512 3,063 — 273,575 
Other commercialOther commercial1,331,516 7,621 77 1,339,214 Other commercial2,134,473 11,312 — 2,145,785 
Total real estateTotal real estate2,755,131 36,143 77 2,791,351 Total real estate4,647,804 28,824 43 4,676,671 
Commercial and industrialCommercial and industrial510,359 23,756 45 534,160 Commercial and industrial651,158 13,274 664,439 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers101,620 353 — 101,973 Agricultural production and other loans to farmers90,192 368 87 90,647 
Consumer and otherConsumer and other98,302 300 — 98,602 Consumer and other117,798 213 — 118,011 
TotalTotal$3,465,412 $60,552 $122 $3,526,086 Total$5,506,952 $42,679 $137 $5,549,768 

As of December 31, 2020As of December 31, 2021
(Dollars in thousands)(Dollars in thousands)Risk
Grades 1-7
SubstandardDoubtfulTotal(Dollars in thousands)Risk
Grades 1-7
SubstandardDoubtfulTotal
Secured by real estate:Secured by real estate:Secured by real estate:
Residential propertiesResidential properties$721,024 $17,316 $— $738,340 Residential properties$763,116 $11,583 $— $774,699 
Construction and land developmentConstruction and land development401,347 2,149 — 403,496 Construction and land development541,670 2,093 — 543,763 
FarmlandFarmland205,211 11,893 — 217,104 Farmland208,318 3,185 — 211,503 
Other commercialOther commercial1,209,365 15,041 227 1,224,633 Other commercial1,386,240 9,845 — 1,396,085 
Total real estateTotal real estate2,536,947 46,399 227 2,583,573 Total real estate2,899,344 26,706 — 2,926,050 
Commercial and industrialCommercial and industrial619,137 16,526 51 635,714 Commercial and industrial503,603 23,496 527,102 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers85,288 181 — 85,469 Agricultural production and other loans to farmers86,292 228 — 86,520 
Consumer and otherConsumer and other73,560 416 — 73,976 Consumer and other79,176 306 18 79,500 
TotalTotal$3,314,932 $63,522 $278 $3,378,732 Total$3,568,415 $50,736 $21 $3,619,172 
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Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and TDR loans that are accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e. real estate acquired through foreclosure).

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The following table summarizes BancPlus’ nonperforming assets, by category, as of the dates indicated:
(Dollars in thousands)(Dollars in thousands)September 30, 2021December 31, 2020(Dollars in thousands)September 30, 2022December 31, 2021
Nonaccrual loans:Nonaccrual loans:Nonaccrual loans:
Real estate loans:Real estate loans:Real estate loans:
Residential propertiesResidential properties$3,318 $3,869 Residential properties$2,902 $3,154 
Construction and land developmentConstruction and land development58 1,863 Construction and land development30 51 
FarmlandFarmland1,893 158 Farmland960 1,327 
Other commercialOther commercial2,324 7,947 Other commercial1,502 1,176 
Total real estateTotal real estate7,593 13,837 Total real estate5,394 5,708 
Commercial and industrialCommercial and industrial106 12 Commercial and industrial759 20 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers135 85 Agricultural production and other loans to farmers— 
Consumer and otherConsumer and other210 177 Consumer and other26 166 
Total nonaccrual loansTotal nonaccrual loans8,044 14,111 Total nonaccrual loans6,179 5,897 
Troubled debt restructuring loans – accruing:Troubled debt restructuring loans – accruing:Troubled debt restructuring loans – accruing:
Real estate loans:Real estate loans:Real estate loans:
Residential propertiesResidential properties1,898 1,916 Residential properties1,603 1,641 
Construction and land developmentConstruction and land development1,558 — Construction and land development833 1,558 
FarmlandFarmland— — Farmland— — 
Other commercialOther commercial— — Other commercial— — 
Total real estateTotal real estate3,456 1,916 Total real estate2,436 3,199 
Commercial and industrialCommercial and industrial388 — Commercial and industrial— 381 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers— — Agricultural production and other loans to farmers— — 
Consumer and otherConsumer and other— — Consumer and other— — 
Total troubled debt restructuring loans – accruingTotal troubled debt restructuring loans – accruing3,844 1,916 Total troubled debt restructuring loans – accruing2,436 3,580 
Total nonperforming loansTotal nonperforming loans11,888 16,027 Total nonperforming loans8,615 9,477 
Plus: foreclosed assetsPlus: foreclosed assets6,989 6,754 Plus: foreclosed assets4,850 5,815 
Total nonperforming assetsTotal nonperforming assets$18,877 $22,781 Total nonperforming assets$13,465 $15,292 
Nonaccrual loans to total loansNonaccrual loans to total loans0.23 %0.42 %Nonaccrual loans to total loans0.11 %0.16 %
Nonperforming loans to total loansNonperforming loans to total loans0.34 %0.47 %Nonperforming loans to total loans0.16 %0.26 %
Nonperforming assets to total assetsNonperforming assets to total assets0.37 %0.48 %Nonperforming assets to total assets0.20 %0.29 %
Allowance for loan losses to nonaccrual loansAllowance for loan losses to nonaccrual loans547.00 %255.12 %Allowance for loan losses to nonaccrual loans688.35 %763.10 %
90+ days past due and accruing90+ days past due and accruing$2,299 $6,303 90+ days past due and accruing$1,558 $2,914 
Total troubled debt restructuring loansTotal troubled debt restructuring loans$4,018 $8,537 Total troubled debt restructuring loans$2,436 $3,746 
Total nonperforming assets decreased by $3.9$1.8 million, or 17.1%11.9%, from $22.8$15.3 million at December 31, 20202021 to $18.9$13.5 million at September 30, 2021,2022, primarily due to a decrease in nonaccrual loans as athe result of paymentssales of foreclosed assets and foreclosures duringcollections on TDR loans in the current year on loans that were in nonaccrual status at December 31, 2020.year.

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-collateralized and is actively in the process of collection.
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When a loan is placed on nonaccrual status, current year interest previously accrued but uncollected on such loans is reversed and charged against current income, and prior year interest, if any, is charged off against the allowance for loan losses. Generally, payments received on nonaccrual loans are applied directly to principal.

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Allowance for Loan Losses

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. BancPlus maintains an allowance for loan losses at a level management considers adequate to provide for known and probable incurred losses in the portfolio. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans 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’ officers analyze risk in the loan portfolio on an ongoing basis. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. During the third quarter of 2021,2022, 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, the conflict in Ukraine, and the COVID-19 pandemic and development of the outbreak, including variants, such as the delta variant, and the severity of such variants, and the availability, effectiveness and acceptance of vaccines, all of which are also highly uncertain. The government’s response to these conditions includes certain provisions, such as automatic forbearance and forgiveness for certain federally backed loans that could affect these estimates.pandemic. 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 loan losses.

The allowance for loan losses was $44.0$42.5 million and $36.0$45.0 million, and the allowance for loan losses as a percentage of loans was 1.24%0.77% and 1.06%1.24%, at September 30, 20212022 and December 31, 2020,2021, respectively. Net charge-offs (recoveries) totaled $(606,000)$3.4 million and $2.4 million$(606,000) for the nine months ended September 30, 20212022 and 2020,2021, respectively. The $3.0 million variance is primarily the result of current year recoveriescharge-offs on consumer and other commercial categories as well as high charge offs in 2020 as a result of the COVID-19 pandemic.categories.

The allowance for loan losses increaseddecreased by $8.0$2.5 million, or 22.2%5.5%, to $44.0$42.5 million at September 30, 2021,2022, from $36.0$45.0 million at December 31, 2020,2021, primarily due to thean increase in provision for loan lossesnet charge-offs in the current period as a result of the continuing impact of the COVID-19 pandemic, including the impact of the CARES Act measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance.period.

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The following is a summary of the activity in the allowance for loan loss reserve as of and for the year-to-date periods indicated:
(Dollars in thousands)(Dollars in thousands)September 30, 2021September 30, 2020(Dollars in thousands)September 30, 2022September 30, 2021
Balance, beginning of periodBalance, beginning of period$36,000 $21,500 Balance, beginning of period$45,000 $36,000 
Charge-offs:Charge-offs:Charge-offs:
Residential propertiesResidential properties298 268 Residential properties783 298 
Construction and land developmentConstruction and land development240 Construction and land development240 
FarmlandFarmland157 — Farmland120 157 
Other commercialOther commercial581 2,179 Other commercial559 581 
Total real estateTotal real estate1,276 2,450 Total real estate1,463 1,276 
Commercial and industrialCommercial and industrial317 494 Commercial and industrial1,753 317 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers111 2,270 Agricultural production and other loans to farmers2,829 111 
Consumer and otherConsumer and other2,832 298 Consumer and other507 2,832 
Total charge-offsTotal charge-offs4,536 5,512 Total charge-offs6,552 4,536 
Recoveries:Recoveries:Recoveries:
Residential propertiesResidential properties340 237 Residential properties158 340 
Construction and land developmentConstruction and land development143 56 Construction and land development449 143 
FarmlandFarmland292 — Farmland16 292 
Other commercialOther commercial1,842 94 Other commercial361 1,842 
Total real estateTotal real estate2,617 387 Total real estate984 2,617 
Commercial and industrialCommercial and industrial479 148 Commercial and industrial114 479 
Agricultural production and other loans to farmersAgricultural production and other loans to farmers2,365 Agricultural production and other loans to farmers1,771 
Consumer and otherConsumer and other2,043 254 Consumer and other276 2,043 
Total recoveriesTotal recoveries5,142 3,154 Total recoveries3,145 5,142 
Net charge-offs (recoveries)Net charge-offs (recoveries)(606)2,358 Net charge-offs (recoveries)3,407 (606)
Provision for loan lossesProvision for loan losses7,395 7,706 Provision for loan losses940 7,395 
Balance, end of periodBalance, end of period$44,001 $26,848 Balance, end of period$42,533 $44,001 
Total loans, end of period$3,539,990 $3,447,458 
Total loans, end of period (including loans held for sale)Total loans, end of period (including loans held for sale)$5,553,967 $3,539,990 
Average loansAverage loans3,469,520 2,912,471 Average loans4,800,489 3,469,520 
Net charge-offs (annualized) to average loansNet charge-offs (annualized) to average loans(0.02)%0.11 %Net charge-offs (annualized) to average loans0.09 %(0.02)%
Allowance for loan losses to total loansAllowance for loan losses to total loans1.24 %0.78 %Allowance for loan losses to total loans0.77 %1.24 %
The table below reflects net charge-offs to average loans outstanding, by category, during the periods presented.
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Nine Months Ended September 30,Nine Months Ended September 30,
2021202020222021
(Dollars in thousands)(Dollars in thousands)Net Charge-offsAverage LoansNet Charge-offs to Average Loans (Annualized)Net Charge-offsAverage LoansNet Charge-offs to Average Loans (Annualized)(Dollars in thousands)Net Charge-offsAverage LoansNet Charge-offs to Average Loans (Annualized)Net Charge-offsAverage LoansNet Charge-offs to Average Loans (Annualized)
Residential propertiesResidential properties$(42)$750,238 (0.01)%$31 $667,745 0.01 %Residential properties$625 $1,122,955 0.07 %$(42)$750,238 (0.01)%
Construction and land developmentConstruction and land development97 458,968 0.03 %(53)302,444 (0.02)%Construction and land development(448)759,731 (0.08)%97 458,968 0.03 %
FarmlandFarmland(135)206,878 (0.09)%— 199,363 — %Farmland104 236,554 0.06 %(135)206,878 (0.09)%
Other commercialOther commercial(1,261)1,274,874 (0.13)%2,085 1,003,236 0.28 %Other commercial198 1,896,115 0.01 %(1,261)1,274,874 (0.13)%
Commercial and industrialCommercial and industrial(162)589,070 (0.04)%346 561,457 0.08 %Commercial and industrial1,639 597,634 0.37 %(162)589,070 (0.04)%
Agricultural production and other loans to farmersAgricultural production and other loans to farmers108 89,773 0.16 %(95)92,571 (0.14)%Agricultural production and other loans to farmers1,058 77,653 1.82 %108 89,773 0.16 %
Consumer and otherConsumer and other789 83,432 1.26 %44 69,307 0.08 %Consumer and other231 100,806 0.31 %789 83,432 1.26 %
Loans held for saleLoans held for sale— 16,287 — %— 16,348 — %Loans held for sale— 9,041 — %— 16,287 — %
TotalTotal$(606)$3,469,520 (0.02)%$2,358 $2,912,471 0.11 %Total$3,407 $4,800,489 0.09 %$(606)$3,469,520 (0.02)%

The following tables present a summary of the allocation of the allowance for loan losses by loan portfolio category, and the percentage of loans in each category, for the periods indicated:

September 30, 2021December 31, 2020September 30, 2022December 31, 2021
(Dollars in thousands)(Dollars in thousands)AmountPercentAmountPercent(Dollars in thousands)AmountPercentAmountPercent
Residential propertiesResidential properties$10,523 23.9 %$7,900 21.9 %Residential properties$9,513 22.4 %$9,488 21.1 %
Construction and land developmentConstruction and land development5,915 13.4 %4,618 12.8 %Construction and land development8,086 19.0 %6,463 14.4 %
FarmlandFarmland2,330 5.3 %1,412 3.9 %Farmland1,975 4.6 %2,171 4.8 %
Other commercialOther commercial16,698 37.9 %14,133 39.3 %Other commercial16,759 39.4 %18,499 41.1 %
Total real estateTotal real estate35,466 80.6 %28,063 78.0 %Total real estate36,333 85.4 %36,621 81.4 %
Commercial and industrialCommercial and industrial6,066 13.8 %6,337 17.6 %Commercial and industrial4,717 11.1 %6,556 14.6 %
Agricultural production and other loans to farmersAgricultural production and other loans to farmers1,170 2.7 %773 2.1 %Agricultural production and other loans to farmers824 1.9 %958 2.1 %
Consumer and otherConsumer and other1,299 3.0 %827 2.3 %Consumer and other659 1.5 %865 1.9 %
Total allowance for loan lossesTotal allowance for loan losses$44,001 100.0 %$36,000 100.0 %Total allowance for loan losses$42,533 100.0 %$45,000 100.0 %

Goodwill and Other Intangible Assets

Goodwill was $62.8 million and $2.6 million at both September 30, 20212022 and December 31, 2020.2021, respectively. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired by the Company in prior acquisitions. The increase in goodwill is the result of the FTC Merger. Goodwill is not amortized but is subject to, at a minimum, an annual test for impairment. Other intangible assets consist of acquired customer relationships from a 2014 acquisition and core deposit intangibles from the merger with SCC.SCC Merger and the FTC Merger. Total other intangible assets at September 30, 20212022 and December 31, 20202021 were $5.3$11.9 million and $5.8$5.1 million, respectively. Other intangible assets are amortized over their estimated useful life.

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Deposits

The following table details composition and percentage composition of BancPlus’ deposit portfolio, by category, for the year to date periods indicated:
September 30, 2021December 31, 2020September 30, 2022December 31, 2021
(Dollars in thousands)(Dollars in thousands)Average
Balance
Average RatePercentAverage
Balance
Average RatePercent(Dollars in thousands)Average
Balance
Average RatePercentAverage
Balance
Average RatePercent
Non-interest bearingNon-interest bearing$1,306,105 0.00 %29.68 %$1,009,427 0.00 %27.69 %Non-interest bearing$1,745,151 0.00 %31.91 %$1,337,985 0.00 %30.13 %
Interest bearing:Interest bearing:Interest bearing:
Transaction accountsTransaction accounts1,452,965 0.21 %33.02 %1,191,857 0.49 %32.69 %Transaction accounts1,578,415 0.29 %28.86 %1,453,493 0.20 %32.74 %
Money market and other savings accountsMoney market and other savings accounts982,220 0.09 %22.32 %806,652 0.29 %22.13 %Money market and other savings accounts1,359,333 0.16 %24.85 %996,420 0.09 %22.44 %
Certificates of depositCertificates of deposit659,361 0.59 %14.98 %637,781 0.93 %17.49 %Certificates of deposit786,818 0.35 %14.38 %652,247 0.56 %14.69 %
Total depositsTotal deposits$4,400,651 0.18 %100.00 %$3,645,717 0.39 %100.00 %Total deposits$5,469,717 0.17 %100.00 %$4,440,145 0.17 %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 $754.9$1,029.6 million, or 20.7%23.2%, to $4.401$5.47 billion at September 30, 20212022 from $3.646$4.44 billion as of December 31, 2020 is2021 primarily resulted from the result of recipients of PPP loans placing funds in deposit accounts held at the Bank.FTC Merger. At September 30, 20212022 and December 31, 2020,2021, BancPlus held non-time deposits in excess of FDIC insurance limits estimated at $810.1 million$1.40 billion and $889.3$802.9 million, respectively.

The following table shows the maturity of certificates of deposit as of September 30, 2021:2022:

(Dollars in thousands)(Dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion(Dollars in thousands)$250,000 or GreaterLess than $250,000TotalUninsured Portion
3 months or less3 months or less$39,438 $105,705 $145,143 $15,938 3 months or less$68,530 $122,419 $190,949 $44,214 
Over 3 months through 6 monthsOver 3 months through 6 months26,404 87,066 113,470 12,404 Over 3 months through 6 months40,798 106,487 147,285 24,048 
Over 6 months through 12 monthsOver 6 months through 12 months54,549 132,074 186,623 30,049 Over 6 months through 12 months39,690 143,849 183,539 13,690 
Over 12 monthsOver 12 months55,447 136,331 191,778 27,697 Over 12 months66,822 187,855 254,677 29,573 
Total certificates of depositTotal certificates of deposit$175,838 $461,176 $637,014 $86,088 Total certificates of deposit$215,840 $560,610 $776,450 $111,525 

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 September 30, 20212022 and December 31, 2020,2021, we had no short-term borrowings.

FHLB Advances from Federal Home Loan Bank (“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. At both September 30, 20212022 and December 31, 2020,2021, BancPlus had $310.1 million and $20.5 million in FHLB borrowings, at a weighted average interest rate of 1.50%.3.08% and 1.49%, respectively.

In October 2016, BancPlusOn February 25, 2022, the Company entered into a five-year loan agreement$20.0 million revolving line of credit with a correspondent bank under which BancPlus borrowed $35.0 million in connection with the redemptionbank. The line of BancPlus preferred stock. BancPlus pledged 100% of itscredit is collateralized by 9,000 shares of BankPlus stock as collateral for the loan.common stock. The loan required quarterly principal reductionsline of $875,000 and quarterlycredit bears interest payments at a fixed 3.75% annual rate.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. The balance outstanding on this loanrevolving line of credit was $10.5 million and $13.1 millionzero at September 30, 20212022 and December 31, 2020, respectively. The Company repaid this loan at its maturity in October 2021.


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Required principal payments on FHLB advances and other borrowings were as follows:
(Dollars in thousands)(Dollars in thousands)September 30, 2021December 31, 2020(Dollars in thousands)September 30, 2022December 31, 2021
2021$10,525 $13,171 
20222022417 395 2022$310,019 $417 
2023202325 110 202325 25 
2024202413 — 202413 13 
2025202513 — 202513 13 
2026202614 14 
ThereafterThereafter20,033 20,095 Thereafter15 20,019 
TotalTotal$31,026 $33,771 Total$310,099 $20,501 

Subordinated Debentures and Trust Preferred Securities.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 issuance of the Notes. These issuance costs are netted with the balance of the Notes on the Company’s Condensed Consolidated Balance Sheets and will be amortized over the life of the Notes. 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 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 notes qualify as Tier 2 capital for regulatory capital purposes. 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 beare 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 September 30, 2022 due to the remaining purchase premium of $633,000, 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. TheUnder a grandfathering provision in the Basel III capital rules that applies to bank holding companies with less than $15 billion in total consolidated assets, 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
September 30, 2021December 31, 2020
First Bancshares of Baton Rouge Statutory Trust I20343 month LIBOR, plus 2.50%$4,124 $4,124 
State Capital Statutory Trust IV20353 month LIBOR, plus 1.99%5,155 5,155 
BancPlus Statutory Trust II20363 month LIBOR, plus 1.50%20,619 20,619 
BancPlus Statutory Trust III20373 month LIBOR, plus 1.35%20,619 20,619 
State Capital Master Trust20373 month LIBOR, plus 1.46%6,186 6,186 
$56,703 $56,703 
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(Dollars in thousands)Year of
Maturity
Interest
Rate
September 30, 2022December 31, 2021
First Bancshares of Baton Rouge Statutory Trust I20343 month LIBOR, plus 2.50%$4,124 $4,124 
State Capital Statutory Trust IV20353 month LIBOR, plus 1.99%5,155 5,155 
BancPlus Statutory Trust II20363 month LIBOR, plus 1.50%20,619 20,619 
BancPlus Statutory Trust III20373 month LIBOR, plus 1.35%20,619 20,619 
State Capital Master Trust20373 month LIBOR, 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 Condensed Consolidated Balance Sheets at September 30, 20212022 due to the remaining purchase discount of $4.0$3.8 million, which was established upon the merger with SCC Merger and is being amortized over the remaining life of the debentures.

Interest rates adjust quarterly for the subordinated debentures with rates that are indexed with LIBOR.On March 15, 2022 the Adjustable Interest Rate (LIBOR) Act was signed into law as part of the Consolidated Appropriations Act, 2022. The Adjustable Interest Rate (LIBOR) Act establishes a nationwide process for replacing LIBOR in financial contracts that mature after the cessation of the overnight, one-, three-, six- and 12-month U.S. dollar LIBOR tenors on June 30, 2023 and that do not provide for an effective means to replace LIBOR upon its cessation.For contracts in which a party has the discretion to identify a replacement rate, the Act also provides a safe harbor to parties if they choose the SOFR-based benchmark replacement rate to be identified by the Board of Governors of the Federal Reserve System.We are currently monitoring the actions of LIBOR’s regulator and the implementation of alternative reference rates in advance of the expected discontinuation of LIBORthese developments to determine any potential impact on the subordinated debentures.
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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 $30.6$292.7 million, or 8.6%75.0%, to $385.9$683.1 million at September 30, 20212022 from $355.3$390.4 million at December 31, 2020,2021, primarily due to the issuance of $250.0 million of preferred stock, $56.5 million of equity issued in the FTC Merger, net income of $45.5$44.9 million, partially offset by other comprehensive loss of $45.5 million and dividends paid of $11.5$13.7 million.

On June 22, 2022, the Company entered into a Letter Agreement with the Treasury under ECIP. Pursuant to the Purchase Agreement, the Company agreed to issue and sell 250,000 shares of Preferred Stock for an aggregate purchase price of $250.0 million and purchasein cash. The Preferred Stock was issued in a private placement exempt from registration pursuant to Section 4(a)(2) of Company stockthe Securities Act of $2.4 million1933, as amended.

The Preferred Stock bears no dividend for the year to date period. The purchase of Company stock wasfirst two years following the result of membersissuance of the Preferred Stock. Thereafter, the annual dividend rate will be adjusted, not lower than 0.5% and 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, 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 Bank Employeefor the purpose of amending its Articles of Incorporation to fix the
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designations, preferences, limitations and relative rights of the Preferred Stock Ownership Plan (“State Bank ESOP”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”), who took a distributionproviding for certain registration rights of Company stock from the State Bank ESOP, exercising a put option available to them following their distribution. The put option is available for shares of Company stock distributed by the State Bank ESOP, soTreasury. As long as the Company is not publicly traded, foreligible to file on Form S-3, upon written request of the Treasury, the Company would be required to prepare and file a periodshelf registration statement covering the potential resale of 60 days following the distribution request.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.

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 its 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 considers its secondary liquidity. BancPlus also monitors its liquidity requirements in light of interest rate trends, changes in the economy and the scheduled maturity and interest rate sensitivity of the investment and loan portfolios, FHLB borrowings and deposits. As part of its liquidity management strategy, BancPlus is also focused on minimizing its costs of liquidity and attempting to decrease these costs 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.
(Dollars in thousands)
Primary Liquidity – On-Balance Sheet
September 30, 2022December 31, 2021
Cash and cash equivalents$172,285 $664,165 
Total securities680,547 648,262 
Less: pledged securities(429,189)(489,184)
Total primary liquidity$423,643 $823,243 
Ratio of primary liquidity to total deposits7.6 %17.8 %

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(Dollars in thousands)
Primary Liquidity – On-Balance Sheet
September 30, 2021December 31, 2020
Cash and cash equivalents$695,069 $637,545 
Total securities619,306 405,139 
Less: pledged securities(489,257)(317,461)
Total primary liquidity$825,118 $725,223 
Ratio of primary liquidity to total deposits18.2 %17.5 %

Secondary Liquidity – Off-Balance Sheet Borrowing CapacitySecondary Liquidity – Off-Balance Sheet Borrowing CapacitySeptember 30, 2021December 31, 2020Secondary Liquidity – Off-Balance Sheet Borrowing CapacitySeptember 30, 2022December 31, 2021
Net secured borrowing capacity with the FHLBNet secured borrowing capacity with the FHLB$1,499,630 $1,408,005 Net secured borrowing capacity with the FHLB$1,811,637 $1,476,825 
Net secured borrowing capacity with the Federal Reserve BankNet secured borrowing capacity with the Federal Reserve Bank210,239 211,407 Net secured borrowing capacity with the Federal Reserve Bank543,213 189,497 
Unsecured borrowing capacity with correspondent lendersUnsecured borrowing capacity with correspondent lenders203,000 228,000 Unsecured borrowing capacity with correspondent lenders243,000 223,000 
Available capacity on revolving line of creditAvailable capacity on revolving line of credit$20,000 $— 
Total secondary liquidityTotal secondary liquidity$1,912,869 $1,847,412 Total secondary liquidity$2,617,850 $1,889,322 
Ratio of primary and secondary liquidity to total depositsRatio of primary and secondary liquidity to total deposits60.4 %61.9 %Ratio of primary and secondary liquidity to total deposits54.4 %58.7 %

During the nine months ended September 30, 2021,2022, BancPlus’ primary liquidity increaseddecreased by $99.9$399.6 million to $825.1$423.6 million, compared to $725.2$823.2 million at December 31, 2020,2021, primarily due an increaseto changes in securitiescash and cash equivalents as a result of organic loan growth and a decrease in money market, negotiable orders of withdrawal, and savings deposits, partially offset by anthe increase in our pledged securities.cash as a result of ECIP. Secondary liquidity increased by $65.5$728.5 million to $1.913$2.62 billion as of September 30, 20212022 from $1.847$1.89 billion as of December 31, 2020.2021. This increase was primarily due to an increase in BancPlus’ FHLB borrowing capacity.capacity due to the FTC Merger.

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 $4.363$5.39 billion and $3.973$4.45 billion and represented 96.3% and 95.7% of total deposits as of both September 30, 20212022 and December 31, 2020, respectively.2021. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources. Although BancPlus’ policy allows the use of brokered deposits, BankPlus did not utilize this funding source during the 20212022 and 20202021 year to date periods.

BancPlus’ liquidity policy includes both policy limits and policy guidelines for measuring and monitoring liquidity. BancPlus’ policy measures include an Internal Liquidity Ratio, an Internal Liquidity Ratio adjusted for FHLB, an Internal Dependency Ratio adjusted for FHLB and a Maximum Available Funds to Total Assets Ratio. These ratios are calculated monthly. BancPlus also utilizes eleven liquidity guidelines that are reported quarterly. As of September 30, 20212022 and December 31, 2020,2021, BancPlus was in compliance with all of its established liquidity policies.guidelines.

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 declare dividends without the prior approval of the MDBCF. BankPlus received permission from the MDBCF to pay dividends of $11.5$18.9 million and $9.7$16.2 million for the year-to-date periods ended September 30, 20212022 and September 30, 2020,2021, respectively. 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.

Under the regulatory capital rules, BancPlus must 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
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the leverage ratio. The adequacy of our capital levels is also subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors.

In addition, BancPlus must maintain a capital conservation buffer of 2.5%, consisting of CET1 capital, on top of the risk-based minimum capital ratios. A banking organization with a conservation buffer of less than the required amount of 2.5% will be subject to limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive
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officers. Minimum capital requirements, including the capital conservation buffer, to which BankPlus and BancPlus are subject are summarized in the tables below.

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 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 Basel III risk-based capital framework.

Further, under prompt corrective action regulations, an insured depository institution is classified in one of several tiers based on its level of capital and other factors, and may be subject to an escalating series of remedial measures if it is less than “well capitalized.” An institution is deemed “well capitalized” if it satisfies certain capital ratios, summarized in the tables below, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive to meet and maintain a specific capital level for any capital measure.

As of September 30, 20212022 and December 31, 2020,2021, BancPlus and BankPlus met all applicablethe minimum leverage ratio or capital adequacy requirements and BankPlus was deemed “well capitalized.”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.
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BancPlus’ consolidated and BankPlus’ actual capital amounts and ratios are shown in the following tables as of the dates indicated (dollars in thousands):
ActualMinimum For Capital Adequacy PurposesRequired to be Well Capitalized
As of September 30, 2021:Capital AmountRatioCapital AmountRatioCapital AmountRatio
Consolidated:
CET1 Capital to Risk-Weighted Assets$374,642 9.57 %$273,936 7.00 %N/AN/A
Tier 1 Capital to Risk-Weighted Assets425,598 10.88 %332,636 8.50 %N/AN/A
Total Capital to Risk-Weighted Assets580,350 13.50 %410,904 10.50 %N/AN/A
Tier 1 Capital to Average Assets425,598 8.40 %202,413 4.00 %N/AN/A
Bank:
CET1 Capital to Risk-Weighted Assets$420,455 10.77 %$273,372 7.00 %$253,845 6.50 %
Tier 1 Capital to Risk-Weighted Assets420,455 10.77 %331,951 8.50 %312,425 8.00 %
Total Capital to Risk-Weighted Assets464,456 11.89 %410,058 10.50 %390,531 10.00 %
Tier 1 Capital to Average Assets420,455 8.32 %202,059 4.00 %252,574 5.00 %
ActualMinimum Requirement to be Well Capitalized
As of September 30, 2022:Capital AmountRatioCapital AmountRatio
Consolidated:
Community Bank Leverage Ratio708,028 10.69 %595,970 9.00 %
Bank:
Community Bank Leverage Ratio622,789 9.41 %595,436 9.00 %
ActualMinimum For Capital Adequacy PurposesRequired to be Well CapitalizedActualMinimum For Capital Adequacy PurposesRequired to be Well Capitalized
As of December 31, 2020:Capital AmountRatioCapital AmountRatioCapital AmountRatio
As of December 31, 2021:As of December 31, 2021:Capital AmountRatioCapital AmountRatioCapital AmountRatio
Consolidated:Consolidated:Consolidated:
CET1 Capital to Risk-Weighted AssetsCET1 Capital to Risk-Weighted Assets$339,936 9.94 %$239,437 7.00 %N/AN/ACET1 Capital to Risk-Weighted Assets$382,736 9.40 %$285,078 7.00 %N/AN/A
Tier 1 Capital to Risk-Weighted AssetsTier 1 Capital to Risk-Weighted Assets390,713 11.42 %290,745 8.50 %N/AN/ATier 1 Capital to Risk-Weighted Assets433,754 10.65 %346,166 8.50 %N/AN/A
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets485,357 14.19 %359,155 10.50 %N/AN/ATotal Capital to Risk-Weighted Assets537,541 13.20 %427,617 10.50 %N/AN/A
Tier 1 Capital to Average AssetsTier 1 Capital to Average Assets390,713 8.55 %182,853 4.00 %N/AN/ATier 1 Capital to Average Assets433,754 8.46 %205,072 4.00 %N/AN/A
Bank:Bank:Bank:
CET1 Capital to Risk-Weighted AssetsCET1 Capital to Risk-Weighted Assets$387,231 11.36 %$238,629 7.00 %$221,584 6.50 %CET1 Capital to Risk-Weighted Assets$428,602 10.55 %$284,509 7.00 %$264,187 6.50 %
Tier 1 Capital to Risk-Weighted AssetsTier 1 Capital to Risk-Weighted Assets387,231 11.36 %289,763 8.50 %272,719 8.00 %Tier 1 Capital to Risk-Weighted Assets428,602 10.55 %345,475 8.50 %325,153 8.00 %
Total Capital to Risk-Weighted AssetsTotal Capital to Risk-Weighted Assets423,231 12.42 %357,943 10.50 %340,898 10.00 %Total Capital to Risk-Weighted Assets473,602 11.65 %426,763 10.50 %406,441 10.00 %
Tier 1 Capital to Average AssetsTier 1 Capital to Average Assets387,231 8.49 %182,531 4.00 %228,164 5.00 %Tier 1 Capital to Average Assets428,602 8.37 %204,714 4.00 %255,893 5.00 %
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Contractual Obligations

Contractual obligations as of September 30, 2021,2022, totaled $827.6 million$1.27 billion and were primarily comprised of deposits with maturities of $637.0$776.5 million, subordinated debentures of $111.4$133.4 million and operating lease obligations of $48.1$47.7 million. Contractual obligations due within the next twelve months were $460.6$837.1 million and were primarily related to time deposits with maturity dates.dates and short-term FHLB advances due in 2022. Contractual obligations due in more than 12 months were $367.0$430.6 million and were comprised of $191.8$254.7 million of time deposits with maturity dates and $111.4$133.4 million of subordinated debentures with maturities ranging from 20342030 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

Accounting Standards Update 2016-13 (“ASU 2016-13, “Financial2016-13”), Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.Instruments.” In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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
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other commitments to extend credit held by a reporting entity at each reporting date. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses over the life of the loan. ASU 2016-13 iswas originally effective for the Company for annual and interim periods beginning on January 1, 2021. Subsequently, FASB approved a deferral of the effective date. ASU 2016-13 will now be effective for the Company for annual and interim periods beginning on January 1, 2023. The Company has formed a cross functional team that has been working with third-party vendors to build and validate a CECL model which has been running parallel with the Company’s current model while validation of the model is assessing data and system needs and evaluating the impact of adopting the new guidance.completed. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the first reporting period in which the Company adopts the new standard, is effective, but has not yet determined the magnitude of any suchthe one-time adjustmentsadjustment or the overall impact on the Company’s consolidated financial statements.

Accounting Standards Update 2020-04 (“ASU 2020-04,2020-04”), “Reference Rate Reform - Topic 848.” In March 2020, the FASB issued ASU 2020-04, which provides temporary optional expedients and exceptions to the accounting principles generally accepted in the United States (“GAAP”)GAAP guidance on contract modifications, hedge accounting, and other transactions affected that reference LIBORthe London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The Company is still evaluating the impact of ASU 2020-04, but does not expect itASU 2020-04 to have a material impact on the Company’s consolidated financial statements.

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 loan or a continuation of an existing loan. ASU 2022-02 also enhances existing disclosure requirements and introduces new requirements related to certain 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 scope of Subtopic 326-20. Gross write-off information must be included in the vintage disclosures required for public business entities in accordance with paragraph 326-20-50-6, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for the Company for annual and interim periods beginning on January 1, 2023. Implementation of ASU 2022-02 is not expected to materially impact the Company’s consolidated financial statements.

Critical Accounting Policies and Estimates

BancPlus’ unaudited interim condensed consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in the notesThere have been no material changes to its condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. 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 Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits BancPlus, as an emerging growth company, to take advantage of 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 financial statements included in this Quarterly Report on Form 10-Q 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 makepreviously disclosed under Item 7 of the most complex or subjective decisions or assessments. Additional information about these policies can be found in Note 1 of our consolidated financial statements in ourCompany’s Annual Report on Form 10-K for the year ended December 31, 2020.
Allowance for Loan Losses2021, previously filed with the SEC.

The allowance for loan losses, sometimes referred to as the “allowance,” is established through a provision for loan losses which is charged to expense. Loan 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 loan 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 loan losses is increased.Recent Supervision and Regulation Developments

A loan is considered impaired when, based on current informationOn 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 events, it is probable that BancPlus will be unable to collect all amounts due according tountil the original contractual termsreserve ratio of the loan agreement. The collectionDeposit Insurance Fund meets or exceeds 2 percent.
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As a loan will be collected as scheduled in the loan agreement. An impaired loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or, as a practical expedient, at the loan’s observable market price, or the fair valueresult of the underlying collateral. The fair valuenew rule, the FDIC insurance costs of collateral, reduced by costs to sell on a discounted basis, is used if a loan is collateral dependent.insured depository institutions, including BankPlus, will generally increase.

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, BancPlus grants a concession to the borrower that BancPlus would not otherwise consider,third quarter of 2022, the related loan is classified as a TDR. BancPlus measures any loss on
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the TDR in accordance with the guidance concerning impaired loans set forth above. Additionally, TDRs are generally placed on non-accrual status at the time of restructuring and included in impaired loans. These loans are returned to accrual status after the borrower demonstrates performance with the modified terms for a sustained period of time and has the capacity to continue to perform in accordance with the modified terms of the restructured debt.

Investment Securities Impairment

Periodically, BancPlus may need to assess whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. In any such instance, BancPlus would consider many factors, including the length of timeCompany and the extentBank elected to whichadopt the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and the near-term prospects of the issuer, expected cash flows, and its intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. Securities on which there is an unrealized loss that is deemed to be other-than-temporary are written down to fair value, with the write-down recordedoptional CBLR framework as a realized loss in securities gains (losses).

The fair values of investment securities are generally determined by various pricing models, monitoring credit ratings and periodic reviews of key metrics. BancPlus evaluates the methodologies used to develop the resulting fair values. BancPlus’ procedures include initial and ongoing review of pricing methodologies and trends. BancPlus seeks to ensure prices represent a reasonable estimate of fair value through the use of broker quotes, current sales transactions from its portfolio and pricing techniques, which are based on the net present value of future expected cash flows discounted at a rate of return market participants would require. As a result of this analysis, if BancPlus determines there is a more appropriate fair value, the price is adjusted accordingly.

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 loan 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.described above.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out by management with the participation of BancPlus’ Chief Executive Officer and Chief Financial Officer, of the effectiveness of BancPlus’ disclosure controls and procedures (as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q, BancPlus’ disclosure controls and procedures were effective to ensure that information required to be disclosed by BancPlus in the reports required to be filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within time periods specified in the SEC’s rules and forms.
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Changes in Internal Control over Financial Reporting

There has been no change in BancPlus’ internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, BancPlus’ internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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 CourtFor information about our legal proceedings refer to Footnote 13 to our Condensed Notes to Consolidated Financial Statements for the Southern District of Mississippi, Northern Division, by Alysson Mills, in her capacity as Court-appointed Receiver for Arthur Lamar Adams (“Adams”) and Madison Timber Properties, LLC (“Madison Timber”), naming BankPlus, three former BankPlus employees, one then-current BankPlus employee and other defendants, including defendants affiliated and unaffiliated with BankPlus (“Defendants”). The Complaint seeks 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. A brief description of the cause of action on the cover sheet filed with the Complaint includes securities, civil conspiracy, aiding and abetting, negligence, and other possible causes of action. The amount of damages (including punitive damages) requested against the Defendants in the Complaint is unspecified. On January 4, 2021, the plaintiff, Mills, filed an Amended Complaint. Answers and/or Motions to Dismiss the Amended complaint were filed by the Defendants. On July 8, 2021, the Court denied the Motion to Dismiss filed by BankPlus. A related motion for reconsideration was filed by BankPlus on August 9, 2021. Onquarter ended September 30, 2021, an order was entered to consolidate for purposes2022 contained in Part I, Item 1 of discovery this case (No. 3:19-cv-00196-CWR-FKB) with three other related cases filed by Mills, the Receiver. By subsequent text-only order (No. 3:18-cv-00866-CWR-FKB) dated October 10, 2021, the four consolidated cases are stayed until January 31, 2022.Quarterly Report on Form 10-Q

In addition to the above, the Company, including 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 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020,2021, previously filed with the SEC, except as noted below.

The acquisition of First Trust Corporation (“FTC”) by BancPlus and of First Bank and Trust by BankPlus, (the “transaction”) is subject to certain closing conditions that, if not satisfied or waived, will result in the transaction not being completed.

The transaction is subject to customary conditions to closing, including the receipt of required regulatory approvals and the approval of the shareholders of FTC. If any condition to the transaction is not satisfied or waived (to the extent waiver is legally permitted at all), the transaction will not be completed. In addition, BancPlus and FTC may terminate the definitive agreementunder certain circumstances even if the transaction is approved by FTC’s shareholders, including but not limited to if the statutory share exchange has not been completed on or before March 31, 2022 (unless the required regulatory approvals are pending and have not been finally resolved, in which event such date shall be automatically extended to June 30, 2022), or if FTC fails to obtain the approval of its shareholders; provided, that the failure of the closing to occur by such date cannot be due to the failure of the party seeking to terminate the definitive agreement to perform or observe the covenants and agreements of such party as set forth in the definitive agreement. In the event the definitive agreementis terminated, BancPlus would not realize any of the expected benefits of having completed the transaction. If the transaction is not completed, additional risks could materialize, which could adversely affect the business, financial condition or results of operations of BancPlus.

BancPlus may not be able to successfully integrate FTC or realize the anticipated benefits of the transaction.

The transaction involves the combination of two bank holding companies and two banks that previously have operated and, until completion of the transaction, will continue to operate independently. A successful combination of the operations of the two entities will depend substantially on the BancPlus’ ability to consolidate operations, systems and procedures and to eliminate redundancies and costs. BancPlus may not be able to combine the operations of FTC with its operations without encountering difficulties, such as:
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the loss of key employees and customers;
the disruption of operations and business;
inability to maintain and increase competitive presence;
deposit attrition, customer loss and revenue loss;
possible inconsistencies in standards, control procedures and policies;
unexpected problems with costs, operations, personnel, technology and credit; and/or
problems with the assimilation of new operations, sites or personnel, which could divert resources from regular banking operations.

Additionally, general market and economic conditions and governmental actions affecting the financial industry generally may inhibit BancPlus’ successful integration of FTC. Further, BancPlus entered into the definitive agreement with the expectation that the transaction will result in various benefits including, among other things, benefits relating to enhanced revenues, additional geographic markets, cross-selling opportunities, technology, cost savings and operating efficiencies. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether BancPlus integrates FTC in an efficient and effective manner, and general competitive factors in the marketplace. BancPlus’ failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could adversely impact BancPlus’ business, financial condition or results of operation. In addition, the attention and effort devoted to the integration of FTC with BancPlus’ existing operations may divert management’s attention from other important issues and could seriously harm BancPlus’ business, financial condition or results of operation. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

BancPlus expects to incur substantial expenses related to the transaction.

BancPlus expects to incur substantial expenses in connection with consummation of the transaction and combining the business, operations, networks, systems, technologies, policies and procedures of FTC with BancPlus. Although BancPlus and FTC have assumed that a certain level of transaction and combination expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their combination expenses. Many of the expenses thatwill be incurred, by their nature, are difficult to estimate accurately at the present time. Due to these factors, the transaction and combination expenses associated with the transaction could, particularly in the near term, exceed the savings that BancPlus expects to achieve from the elimination of duplicative expenses and the realization of economies of scale and cost savings related to the combination of the businesses following the consummation of the transaction. As a result of these expenses, both BancPlus and FTC expect to take charges against their earnings before and after the completion of the transaction. The charges taken in connection with the transaction are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

The transaction is subject to the receipt of consents and approvals from governmental entities that may impose conditions that could delay or prevent the completion of the transaction or have an adverse effect on the BancPlus following the transaction.

Before the transaction may be completed, various approvals or consents or waivers must be obtained from the Federal Reserve, FDIC, and the MDBCF. These governmental entities may request additional information regarding BancPlus’ and FTC’s regulatory applications and notices, and they may impose conditions on the completion of the transaction or require changes to the terms of the transaction. Such conditions or changes could have the effect of delaying or preventing completion of the transaction or imposing additional costs on, or limiting the revenues of, BancPlus following the transaction, any of which might have an adverse effect on BancPlus following the transaction. Such a condition may also constitute a burdensome condition that may allow FTC to terminate the definitive agreement after June 30, 2022.

BancPlus will be subject to business uncertainties and contractual restrictions while the transaction is pending.

Uncertainty about the effect of the transaction on employees, customers (including depositors and borrowers), suppliers and vendors may have an adverse effect on the business, financial condition or results of operations of BancPlus. These uncertainties may impair BancPlus’ or FTC’s ability to attract, retain and motivate key personnel and customers (including depositors and borrowers) pending the consummation of the transaction, as such personnel and customers may experience uncertainty about their future roles and relationships following the consummation of the transaction. In addition, these uncertainties could cause customers (including depositors and borrowers), vendors and others who deal with BancPlus and/or FTC to seek to change existing business relationships with BancPlus and/or FTC or fail to extend an existing relationship with BancPlus and/or FTC. Moreover, competitors may target each party’s existing customers by highlighting potential uncertainties and integration difficulties that may result from the transaction. The pursuit of the transaction and the preparation for the integration may place a burden on BancPlus’ management and internal resources. Any significant diversion of management attention away from ongoing business concerns and any difficulties encountered in the transition and integration process could adversely affect BancPlus’
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business, financial condition or results of operations. In addition, the definitive agreement restricts each party from taking certain actions without the other party’s consent while the transaction is pending. These restrictions could have an adverse effecton BancPlus’ business, financial condition or results of operations.SEC.

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits

2.1*
2.2*
3.1
3.2
4.1
4.2
10.14.3
10.1
31.1
31.2
32.1
32.2
101Inline XBRL Interactive Data
104Cover 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 SEC upon request.

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SIGNATURES

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

BancPlus Corporation
Date:November 15, 202110, 2022By:/s/ William A. Ray
William A. Ray
President and Chief Executive Officer

Date:November 15, 202110, 2022By:/s/ M. Ann SoutherlandKarlen Turbeville
M. Ann SoutherlandKarlen Turbeville
Senior Executive Vice President and Chief Financial Officer

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