UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

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

For the quarterly period ended ~~June~~

September 30, 2020

☐

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 class

Trading Symbol

Name of each exchange on which registered

None

N/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 filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant 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 ~~August 7,~~November 4, 2020: ~~10,126,817~~10,132,876

BANCPLUS CORPORATION

FORM 10-Q

For the Quarter Ended ~~JUNE~~SEPTEMBER 30, 2020

INDEX


			Page Number

~~Cautionary Statement Regarding Forward-Looking Statements~~			32
PART I – FINANCIAL INFORMATION			2

Item 1. Financial Statements (Unaudited):			2

Condensed Consolidated Balance Sheets at ~~June~~September 30, 2020 (unaudited), and December 31, 2019			2
Condensed Consolidated Statements of Income for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 (unaudited)			3
Condensed Consolidated Statements of Comprehensive Income for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 (unaudited)			4
Condensed Consolidated Statements of Shareholders’ Equity for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 (unaudited)			5
Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 (unaudited)			7

Notes to the Condensed Consolidated Financial Statements (unaudited)			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3233

Cautionary Statement Regarding Forward-Looking Statements			33

Item 3. Quantitative and Qualitative Disclosures about Market Risk			6163

Item 4. Controls and Procedures			6264

PART II – OTHER INFORMATION			6365

Item 1. Legal Proceedings			6365

Item 1A. Risk Factors			6365

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			8688

Item 3. Defaults Upon Senior Securities			8688

Item 4. Mine Safety Disclosures			8688

Item 5. Other Information			8688

Item 6. Exhibits			8789

SIGNATURE PAGE			90

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BancPlus Corporation and Subsidiaries

Condensed Consolidated Balance Sheets

(In Thousands, Except Par Value, Share and Per Share Data)


		June 30, 2020		December 31, 2019			September 30, 2020		December 31, 2019
		(unaudited)					(unaudited)
Assets:	Assets:					Assets:
Cash and due from banks	Cash and due from banks	$	85,584	$	45,475	Cash and due from banks	$	140,508	$	45,475
Interest bearing deposits with banks	Interest bearing deposits with banks	332,018		267,497		Interest bearing deposits with banks	213,670		267,497
Federal funds sold	Federal funds sold	45,028		—		Federal funds sold	45,145		0
Total cash and cash equivalents	Total cash and cash equivalents	462,630		312,972		Total cash and cash equivalents	399,323		312,972
Securities available for sale	Securities available for sale	351,528		201,073		Securities available for sale	337,686		201,073
Securities held to maturity - fair value: $102,458 - 2020; $179,225 - 2019		101,772		177,854
Securities held to maturity - fair value: $98,179 - 2020; $179,225 - 2019						Securities held to maturity - fair value: $98,179 - 2020; $179,225 - 2019	97,491		177,854
Loans held for sale	Loans held for sale	20,175		16,092		Loans held for sale	26,774		16,092

Loans	Loans	3,340,092		2,078,997		Loans	3,420,684		2,078,997
Less: Allowance for loan losses	Less: Allowance for loan losses	24,059		21,500		Less: Allowance for loan losses	26,848		21,500
Net loans	Net loans	3,316,033		2,057,497		Net loans	3,393,836		2,057,497

Premises and equipment	Premises and equipment	100,649		75,072		Premises and equipment	102,373		75,072
Operating lease right-of-use assets	Operating lease right-of-use assets	37,866		39,194		Operating lease right-of-use assets	37,079		39,194
Accrued interest receivable	Accrued interest receivable	25,162		11,509		Accrued interest receivable	20,604		11,509
Goodwill	Goodwill	3,693		2,616		Goodwill	2,616		2,616
Other assets	Other assets	135,222		85,185		Other assets	135,036		85,185
		$	4,554,730	$	2,979,064		$	4,552,818	$	2,979,064

Liabilities:	Liabilities:					Liabilities:
Deposits	Deposits	$	3,996,212	$	2,592,065	Deposits	$	3,991,348	$	2,592,065
Advances from Federal Home Loan Bank and other borrowings	Advances from Federal Home Loan Bank and other borrowings	35,639		37,652		Advances from Federal Home Loan Bank and other borrowings	34,705		37,652
Subordinated debentures	Subordinated debentures	110,998		41,238		Subordinated debentures	111,032		41,238
Operating lease liabilities	Operating lease liabilities	42,363		43,578		Operating lease liabilities	41,715		43,578
Accrued interest payable	Accrued interest payable	3,897		1,083		Accrued interest payable	4,367		1,083
Other liabilities	Other liabilities	25,122		11,937		Other liabilities	20,049		11,937
Total liabilities	Total liabilities	4,214,231		2,727,553		Total liabilities	4,203,216		2,727,553

Redeemable common stock owned by the ESOP	Redeemable common stock owned by the ESOP	57,545		79,308		Redeemable common stock owned by the ESOP	68,522		79,308
Shareholders' equity:	Shareholders' equity:					Shareholders' equity:
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 June 30, 2020 and December 31, 2019; 10,126,817 and 7,652,957 issued and outstanding at June 30, 2020 and December 31, 2019, respectively		10,127		7,653
40,000,000 authorized at September 30, 2020 and December 31, 2019; 10,132,876 and 7,652,957 issued and outstanding at September 30, 2020 and December 31, 2019, respectively						40,000,000 authorized at September 30, 2020 and December 31, 2019; 10,132,876 and 7,652,957 issued and outstanding at September 30, 2020 and December 31, 2019, respectively	10,133		7,653
Unearned Employee Stock Ownership Plan compensation	Unearned Employee Stock Ownership Plan compensation	(3,375)		(4,476)		Unearned Employee Stock Ownership Plan compensation	(2,942)		(4,476)
Additional paid-in capital	Additional paid-in capital	70,173		811		Additional paid-in capital	69,933		811
Retained earnings	Retained earnings	255,990		247,241		Retained earnings	265,063		247,241
Accumulated other comprehensive income, net	Accumulated other comprehensive income, net	7,584		282		Accumulated other comprehensive income, net	7,415		282
		340,499		251,511			349,602		251,511
Less: Redeemable common stock owned by the ESOP	Less: Redeemable common stock owned by the ESOP	(57,545)		(79,308)		Less: Redeemable common stock owned by the ESOP	(68,522)		(79,308)
Total shareholders' equity	Total shareholders' equity	282,954		172,203		Total shareholders' equity	281,080		172,203
		$	4,554,730	$	2,979,064		$	4,552,818	$	2,979,064

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

Table of Contents

BancPlus Corporation and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(In Thousands, Except Per Share Data)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019

Interest income:	Interest income:									Interest income:
Interest and fees on loans	Interest and fees on loans	$	42,720	$	27,490	$	69,627	$	54,968	Interest and fees on loans	$	44,083	$	28,181	$	113,710	$	83,149
Taxable securities	Taxable securities	2,012		1,382		3,342		2,639		Taxable securities	1,815		1,187		5,157		3,826
Tax-exempt securities	Tax-exempt securities	606		914		1,369		1,862		Tax-exempt securities	573		880		1,942		2,742
Interest bearing bank balances and other	Interest bearing bank balances and other	104		1,335		1,216		2,116		Interest bearing bank balances and other	113		1,152		1,329		3,268
Total interest income	Total interest income	45,442		31,121		75,554		61,585		Total interest income	46,584		31,400		122,138		92,985

Interest expense:	Interest expense:									Interest expense:
Deposits	Deposits	3,814		4,809		8,066		9,035		Deposits	3,193		4,865		11,259		13,900
Short-term borrowings	Short-term borrowings	—		—		2		—		Short-term borrowings	0		0		2		0
Advances from Federal Home Loan Bank	Advances from Federal Home Loan Bank	80		81		160		162		Advances from Federal Home Loan Bank	79		81		239		243
Other borrowings	Other borrowings	770		601		1,253		1,222		Other borrowings	1,420		577		2,673		1,799
Total interest expense	Total interest expense	4,664		5,491		9,481		10,419		Total interest expense	4,692		5,523		14,173		15,942

Net interest income	Net interest income	40,778		25,630		66,073		51,166		Net interest income	41,892		25,877		107,965		77,043
Provision for loan losses	Provision for loan losses	2,850		324		3,035		612		Provision for loan losses	4,671		498		7,706		1,110
Net interest income after provision for loan losses	Net interest income after provision for loan losses	37,928		25,306		63,038		50,554		Net interest income after provision for loan losses	37,221		25,379		100,259		75,933

Other operating income:	Other operating income:									Other operating income:
Service charges on deposit accounts	Service charges on deposit accounts	4,454		6,870		10,984		13,484		Service charges on deposit accounts	5,690		7,232		16,674		20,716
Mortgage origination income	Mortgage origination income	1,888		1,115		3,147		1,862		Mortgage origination income	2,827		1,307		5,974		3,169
Debit card interchange	Debit card interchange	2,056		1,595		3,503		3,170		Debit card interchange	1,909		1,577		5,412		4,747
Securities gains, net	Securities gains, net	14		30		51		30		Securities gains, net	6		42		57		72
Other income	Other income	4,145		4,833		9,072		9,315		Other income	8,193		4,598		17,265		13,913
Total other operating income	Total other operating income	12,557		14,443		26,757		27,861		Total other operating income	18,625		14,756		45,382		42,617

Other operating expenses:	Other operating expenses:									Other operating expenses:
Salaries and employee benefits	Salaries and employee benefits	24,572		16,139		42,187		32,086		Salaries and employee benefits	23,162		16,592		65,349		48,678
Net occupancy expenses	Net occupancy expenses	3,387		2,899		6,250		5,637		Net occupancy expenses	3,459		2,994		9,709		8,631
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses	5,589		3,696		9,820		7,130		Furniture, equipment and data processing expenses	5,801		3,653		15,621		10,783
Other expenses	Other expenses	7,292		5,438		12,344		10,107		Other expenses	7,490		6,014		19,834		16,121
Total other operating expenses	Total other operating expenses	40,840		28,172		70,601		54,960		Total other operating expenses	39,912		29,253		110,513		84,213

Income before income taxes	Income before income taxes	9,645		11,577		19,194		23,455		Income before income taxes	15,934		10,882		35,128		34,337
Income tax expense	Income tax expense	2,406		2,376		4,279		4,517		Income tax expense	3,334		2,105		7,613		6,622
Net income	Net income	$	7,239	$	9,201	$	14,915	$	18,938	Net income	$	12,600	$	8,777	$	27,515	$	27,715

Earnings per common share - basic	Earnings per common share - basic	$	0.72	$	1.22	$	1.69	$	2.52	Earnings per common share - basic	$	1.25	$	1.17	$	2.98	$	3.68
Earnings per common share - diluted	Earnings per common share - diluted	$	0.72	$	1.21	$	1.68	$	2.49	Earnings per common share - diluted	$	1.24	$	1.15	$	2.96	$	3.64

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

Table of Contents

BancPlus Corporation and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)

(In Thousands)


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
		2020		2019		2020		2019			2020		2019		2020		2019

Net income	Net income	$	7,239	$	9,201	$	14,915	$	18,938	Net income	$	12,600	$	8,777	$	27,515	$	27,715
Other comprehensive income, net of tax:
Change in unrealized gains on securities available for sale		3,554		725		9,723		1,136
Other comprehensive income (loss), net of tax:										Other comprehensive income (loss), net of tax:
Change in unrealized gains (losses) on securities available for sale										Change in unrealized gains (losses) on securities available for sale	(225)		257		9,498		1,393
Tax effect	Tax effect	(885)		(181)		(2,421)		(283)		Tax effect	56		(64)		(2,365)		(347)
Total other comprehensive income, net of tax		2,669		544		7,302		853
Total other comprehensive income (loss), net of tax										Total other comprehensive income (loss), net of tax	(169)		193		7,133		1,046
Comprehensive income	Comprehensive income	$	9,908	$	9,745	$	22,217	$	19,791	Comprehensive income	$	12,431	$	8,970	$	34,648	$	28,761

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

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		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity
		Common Stock															Retained Earnings					Unearned ESOP Compensation						Additional Paid-In Capital								Retained Earnings		Accumulated Other Comprehensive Income	Less: Redeemable Common Stock Owned by the ESOP	Total Shareholders' Equity
		Shares	Amount

April 1, 2020		7,655,185	$	7,655	$	(4,184)	$	1,182	$	252,264							$	4,915		$	(79,730)				182,102
July 1, 2020																	July 1, 2020		10,126,817			$	10,127	$	(3,375)	$	70,173			$	255,990	$	7,584	$	(57,545)	$	282,954

Net income	Net income	—	—		—		—		7,239						—		—			7,239			Net income	—		—		—		—		12,600		—		—		12,600
Other comprehensive income, net		—	—		—		—		—		2,669		—		2,669
Acquisition of State Capital Corp.		2,453,827	2,454		—		68,707		—		—		—		71,161
Other comprehensive loss, net																	Other comprehensive loss, net		—			—		—		—		—		(169)		—		(169)
Purchase of Company stock																	Purchase of Company stock		(12,791)			(13)		—		(588)		—		—		—		(601)
Issuance of restricted stock	Issuance of restricted stock	17,805	18		—		(18)		—		—		—		—		Issuance of restricted stock		18,850			19		—		(19)		—		—		—		0
Stock based compensation	Stock based compensation	—	—		—		302		—		—		—		302		Stock based compensation		—			—		—		367		—		—		—		367
Net change fair value of ESOP shares	Net change fair value of ESOP shares	—	—		—		—		—		—		22,185		22,185		Net change fair value of ESOP shares		—			—		—		—		—		—		(10,977)		(10,977)
Common stock released by ESOP	Common stock released by ESOP	—	—		809		—		—		—		—		809		Common stock released by ESOP		—			—		433		—		—		—		—		433
Dividends declared ($0.35 per share)	Dividends declared ($0.35 per share)	—	—		—		—		(3,513)		—		—		(3,513)		Dividends declared ($0.35 per share)		—			—		—		—		(3,527)		—		—		(3,527)
June 30, 2020		10,126,817	$	10,127	$	(3,375)	$	70,173	$	255,990	$	7,584	$	(57,545)	$	282,954
September 30, 2020																	September 30, 2020		10,132,876			$	10,133	$	(2,942)	$	69,933	$	265,063	$	7,415	$	(68,522)	$	281,080

January 1, 2020	January 1, 2020	7,652,957	$	7,653	$	(4,476)	$	811	$	247,241	$	282	$	(79,308)	172,203		January 1, 2020		7,652,957			$	7,653	$	(4,476)	$	811	$	247,241	$	282	$	(79,308)	$	172,203

Net income	Net income	—	—		—		—		14,915		—		—		14,915		Net income		—			—		—		—		27,515		—		—		27,515
Other comprehensive income, net	Other comprehensive income, net	—	—		—		—		—		7,302		—		7,302		Other comprehensive income, net		—			—		—		—		—		7,133		—		7,133
Acquisition State Capital Corp.	Acquisition State Capital Corp.	2,453,827	2,454		—		68,707		—		—		—		71,161		Acquisition State Capital Corp.		2,453,827			2,454		—		68,707		—		—		—		71,161
Purchase of Company stock																	Purchase of Company stock		(12,791)			(13)		—		(588)		—		—		—		(601)
Issuance of restricted stock	Issuance of restricted stock	20,305	20		—		(20)		—		—		—		—		Issuance of restricted stock		39,155			39		—		(39)		—		—		—		0
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	Shares 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		(272)			0		—		(10)		—		—		—		(10)
Stock based compensation	Stock based compensation	—	—		—		685		—		—		—		685		Stock based compensation		—			—		—		1,052		—		—		—		1,052
Net change in fair value of ESOP shares	Net change in fair value of ESOP shares	—	—		—		—		—		—		21,763		21,763		Net change in fair value of ESOP shares		—			—		—		—		—		—		10,786		10,786
Common stock released by ESOP	Common stock released by ESOP	—	—		1,101		—		—		—		—		1,101		Common stock released by ESOP		—			—		1,534		—		—		—		—		1,534
Dividends declared ($0.70 per share)		—	—		—		—		(6,166)		—		—		(6,166)
June 30, 3020		10,126,817	10,127		(3,375)		70,173		255,990		7,584		(57,545)		282,954
Dividends declared ($1.05 per share)																	Dividends declared ($1.05 per share)		—			—		—		—		(9,693)		—		—		(9,693)
September 30, 2020																	September 30, 2020		10,132,876			$	10,133	$	(2,942)	$	69,933	$	265,063	$	7,415	$	(68,522)	$	281,080

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

Table of Contents

BancPlus Corporation and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity (Continued)

(Unaudited)

(In Thousands, Except Share and Per Share Data)


					Class A				Class B						Unearned ESOP Compensation		Additional Paid-In Capital				Accumulated Other Comprehensive Income (Loss)		Less: Redeemable Common Stock Owned by the ESOP		Total Shareholders' Equity										Class A			Class B					Unearned ESOP Compensation			Additional Paid-In Capital						Accumulated Other Comprehensive Income (Loss)			Less: Redeemable Common Stock Owned by the ESOP	Total Shareholders' Equity
		Common Stock				Common Stock					Common Stock																	Retained Earnings										Common Stock		Unearned ESOP Compensation									Additional Paid-In Capital								Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Less: Redeemable Common Stock Owned by the ESOP	Total Shareholders' Equity
		Shares	Amount		Shares	Amount		Shares	Amount																								Shares		Amount	Shares

April 1, 2019		7,617,058	$	7,617	—	$	—	—	$	—	$	(2,716)	$	207					$	227,815					$	(162)		$	(76,136)		$	156,625
July 1, 2019																							July 1, 2019	7,619,021			$	7,619		0			$	0	0	$	0	$	(3,953)			$	412		$	234,600		$	382		$	(77,771)		$	161,289

Net income	Net income	—	—		—	—		—	—		—		—		9,201		—		—				9,201		Net income		—			—			—		—	—		—		—			—			8,777			—			—			8,777
Other comprehensive income, net	Other comprehensive income, net	—	—		—	—		—	—		—		—		—		544		—		544		Other comprehensive income, net	—			—			—			—		—	—		—		—			—			193			—			193
Issuance of restricted stock	Issuance of restricted stock	1,963	2		—	—		—	—		—		(2)		—		—		—		—		Issuance of restricted stock	4,300			4			—			—		—	—		—		(4)			—			—			—			0
Stock based compensation	Stock based compensation	—	—		—	—		—	—		—		207		—		—		—		207		Stock based compensation	—			—			—			—		—	—		—		214			—			—			—			214
Net change fair value of ESOP shares	Net change fair value of ESOP shares	—	—		—	—		—	—		—		—		—		—		(1,635)		(1,635)		Net change fair value of ESOP shares	—			—			—			—		—	—		—		—			—			—			(2,106)			(2,106)
Common stock released by ESOP	Common stock released by ESOP	—	—		—	—		—	—		246		—		—		—		—		246		Common stock released by ESOP	—			—			—			—		—	—		247		—			—			—			—			247
Common stock acquired by ESOP		—	—		—	—		—	—		(1,483)		—		—		—		—		(1,483)
Dividends declared ($0.32 per share)	Dividends declared ($0.32 per share)	—	—		—	—		—	—		—		—		(2,416)		—		—		(2,416)		Dividends declared ($0.32 per share)	—			—			—			—		—	—		—		—			(2,409)			—			—			(2,409)
June 30, 2019		7,619,021	$	7,619	—	$	—	—	$	—	$	(3,953)	$	412	$	234,600	$	382	$	(77,771)	$	161,289
September 30, 2019																							September 30, 2019	7,623,321			$	7,623		0			$	0	0	$	0	$	(3,706)	$	622		$	240,968		$	575		$	(79,877)		$	166,205

January 1, 2019	January 1, 2019	—	$	—	7,476,989	$	7,477	115,005	$	115	$	(2,962)	$	180	$	225,723	$	(471)	$	(70,507)	$	159,555	January 1, 2019	0			$	0		7,476,989			$	7,477	115,005	$	115	$	(2,962)	$	180		$	225,723		$	(471)		$	(70,507)		$	159,555

Net income	Net income	—	—		—	—		—	—		—		—		18,938		—		—		18,938		Net income	—			—			—			—		—	—		—		—			27,715			—			—			27,715
Impact of adoption of ASU 2016-02 related to leases	Impact of adoption of ASU 2016-02 related to leases	—	—		—	—		—	—		—		—		(5,240)		—		—		(5,240)		Impact of adoption of ASU 2016-02 related to leases	—			—			—			—		—	—		—		—			(5,240)			—			—			(5,240)
Conversion of Class A and B Common Stock to Common Stock	Conversion of Class A and B Common Stock to Common Stock	7,591,994	7,592		(7,476,989)	(7,477)		(115,005)	(115)		—		—		—		—		—		—		Conversion of Class A and B Common Stock to Common Stock	7,591,994			7,592			(7,476,989)			(7,477)		(115,005)	(115)		—		—			—			—			—			—
Issuance of restricted stock	Issuance of restricted stock	27,944	28		—	—		—	—		—		(28)		—		—		—		—		Issuance of restricted stock	32,244			32			—			—		—	—		—		(32)			—			—			—			0
Shares withheld to satisfy withholding obligation in the vesting of restricted stock	Shares withheld to satisfy withholding obligation in the vesting of restricted stock	(917)	(1)		—	—		—	—		—		(45)		—		—		—		(46)		Shares withheld to satisfy withholding obligation in the vesting of restricted stock	(917)			(1)			—			—		—	—		—		(45)			—			—			—			(46)
Other comprehensive income, net	Other comprehensive income, net	—	—		—	—		—	—		—		—		—		853		—		853		Other comprehensive income, net	—			—			—			—		—	—		—		—			—			1,046			—			1,046
Stock based compensation	Stock based compensation	—	—		—	—		—	—		—		305		—		—		—		305		Stock based compensation	—			—			—			—		—	—		—		519			—			—			—			519
Net change in fair value of ESOP shares	Net change in fair value of ESOP shares	—	—		—	—		—	—		—		—		—		—		(7,264)		(7,264)		Net change in fair value of ESOP shares	—			—			—			—		—	—		—		—			—			—			(9,370)			(9,370)
Common stock released by ESOP	Common stock released by ESOP	—	—		—	—		—	—		492		—		—		—		—		492		Common stock released by ESOP	—			—			—			—		—	—		739		—			—			—			—			739
Common stock acquired by ESOP	Common stock acquired by ESOP	—	—		—	—		—	—		(1,483)		—		—		—		—		(1,483)		Common stock acquired by ESOP	—			—			—			—		—	—		(1,483)		—			—			—			—			(1,483)
Dividends declared ($0.64 per share)		—	—		—	—		—	—		—		—		(4,821)		—		—		(4,821)
June 30, 2019		7,619,021	$	7,619	—	$	—	—	$	—	$	(3,953)	$	412	$	234,600	$	382	$	(77,771)	$	161,289
Dividends declared ($0.96 per share)																							Dividends declared ($0.96 per share)	—			—			—			—		—	—		—		—			(7,230)			—			—			(7,230)
September 30, 2019																							September 30, 2019	7,623,321			$	7,623		0			$	0	0	$	0	$	(3,706)	$	622		$	240,968		$	575		$	(79,877)		$	166,205

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

Table of Contents

BancPlus Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In Thousands)


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income per condensed consolidated statements of income	Net income per condensed consolidated statements of income	$	14,915	$	18,938	Net income per condensed consolidated statements of income	$	27,515	$	27,715
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 losses	Provision for loan losses	3,035		612		Provision for loan losses	7,706		1,110
Depreciation and amortization	Depreciation and amortization	2,980		2,511		Depreciation and amortization	4,663		4,532
Net loss on sales of premises and equipment	Net loss on sales of premises and equipment	5		127		Net loss on sales of premises and equipment	294		574
Net gain on sales of other real estate owned	Net gain on sales of other real estate owned	(230)		(90)		Net gain on sales of other real estate owned	(354)		(17)
Write-downs of other real estate	Write-downs of other real estate	80		—		Write-downs of other real estate	106		45
Deferred income tax expense	Deferred income tax expense	478		4,459		Deferred income tax expense	935		4,905
Federal Home Loan Bank stock dividends	Federal Home Loan Bank stock dividends	(35)		(61)		Federal Home Loan Bank stock dividends	(41)		(68)
Common stock released by ESOP	Common stock released by ESOP	1,101		492		Common stock released by ESOP	1,534		739
Stock based compensation expense	Stock based compensation expense	685		305		Stock based compensation expense	1,052		519
Origination of loans held for sale	Origination of loans held for sale	(167,703)		(89,807)		Origination of loans held for sale	(274,668)		(154,187)
Proceeds from loans held for sale	Proceeds from loans held for sale	164,123		84,467		Proceeds from loans held for sale	264,489		146,290
Earnings on bank-owned life insurance	Earnings on bank-owned life insurance	(856)		(819)		Earnings on bank-owned life insurance	(1,526)		(1,226)
Bargain purchase gain on merger						Bargain purchase gain on merger	(1,078)		0
Net change in:	Net change in:					Net change in:
Accrued interest receivable and other assets	Accrued interest receivable and other assets	(2,770)		(2,490)		Accrued interest receivable and other assets	(2,987)		(722)
Accrued interest payable and other liabilities	Accrued interest payable and other liabilities	(3,905)		(562)		Accrued interest payable and other liabilities	(3,928)		619
Net cash from operating activities	Net cash from operating activities	11,903		18,082		Net cash from operating activities	23,712		30,828

Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of securities available for sale	Purchases of securities available for sale	(55,337)		(52,230)		Purchases of securities available for sale	(77,290)		(124,871)
Maturities and calls of securities available for sale	Maturities and calls of securities available for sale	77,714		37,316		Maturities and calls of securities available for sale	112,835		69,587
Purchases of securities held to maturity	Purchases of securities held to maturity	(161)		(16,294)		Purchases of securities held to maturity	(777)		(18,861)
Maturities, prepayments and calls of securities held to maturity	Maturities, prepayments and calls of securities held to maturity	7,226		65,603		Maturities, prepayments and calls of securities held to maturity	12,071		112,184
Net increase in loans	Net increase in loans	(382,120)		(45,842)		Net increase in loans	(465,459)		(38,802)
Purchases of premises and equipment	Purchases of premises and equipment	(3,209)		(3,709)		Purchases of premises and equipment	(6,992)		(4,661)
Proceeds from sales of premises and equipment	Proceeds from sales of premises and equipment	30		497		Proceeds from sales of premises and equipment	40		497
Proceeds from sales of other real estate owned	Proceeds from sales of other real estate owned	2,718		8,938		Proceeds from sales of other real estate owned	4,955		9,668
Investment in unconsolidated entities, net	Investment in unconsolidated entities, net	(68)		(394)		Investment in unconsolidated entities, net	(289)		(491)
Proceeds from redemption of Federal Home Loan Bank stock						Proceeds from redemption of Federal Home Loan Bank stock	2,562		0
Cash received in excess of cash paid for acquisition	Cash received in excess of cash paid for acquisition	75,303		—		Cash received in excess of cash paid for acquisition	75,303		0
Net cash used in investing activities		(277,904)		(6,115)
Net cash from (used in) investing activities						Net cash from (used in) investing activities	(343,041)		4,250

Table of Contents

BancPlus Corporation and Subsidiaries

Condensed Consolidated Statements of Cash Flows (continued)

(Unaudited)

(In Thousands)


		Six Months Ended June 30,							Nine Months Ended September 30,
		2020		2019			2020		2019
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 deposits	Noninterest-bearing deposits	$	406,099	$	22,132	Noninterest-bearing deposits	$	390,152	$	29,270
Money market, negotiable order of withdrawal, and savings deposits	Money market, negotiable order of withdrawal, and savings deposits	(1,138)		110,753		Money market, negotiable order of withdrawal, and savings deposits	21,169		123,617
Certificates of deposit	Certificates of deposit	(25,165)		(10,225)		Certificates of deposit	(36,389)		(10,822)
Payments on long-term FHLB advances	Payments on long-term FHLB advances	(14,825)		(143)		Payments on long-term FHLB advances	(14,884)		(212)
Proceeds from issuance of subordinated debentures	Proceeds from issuance of subordinated debentures	60,000		—		Proceeds from issuance of subordinated debentures	60,000		0
Payment of subordinated debt issuance costs	Payment of subordinated debt issuance costs	(1,386)		—		Payment of subordinated debt issuance costs	(1,439)		0
Payments on other borrowings	Payments on other borrowings	(1,750)		(1,750)		Payments on other borrowings	(2,625)		(2,625)
Common stock acquired by ESOP	Common stock acquired by ESOP	—		(1,483)		Common stock acquired by ESOP	0		(1,483)
Cash dividends paid on common stock	Cash dividends paid on common stock	(6,166)		(4,821)		Cash dividends paid on common stock	(9,693)		(7,230)
Purchase of Company stock						Purchase of Company stock	(601)		0
Shares withheld to pay taxes on restricted stock vesting	Shares withheld to pay taxes on restricted stock vesting	(10)		(46)		Shares withheld to pay taxes on restricted stock vesting	(10)		(46)
Net cash from financing activities	Net cash from financing activities	415,659		114,417		Net cash from financing activities	405,680		130,469

Net change in cash and cash equivalents	Net change in cash and cash equivalents	149,658		126,384		Net change in cash and cash equivalents	86,351		165,547

Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	312,972		145,197		Cash and cash equivalents at beginning of period	312,972		145,197

Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	462,630	$	271,581	Cash and cash equivalents at end of period	$	399,323	$	310,744

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Interest paid	Interest paid	$	6,667	$	10,403	Interest paid	$	10,889	$	15,885
Federal and state income tax payments	Federal and state income tax payments	—		950		Federal and state income tax payments	7,175		950
Acquisition of real estate in non-cash foreclosures	Acquisition of real estate in non-cash foreclosures	5,812		1,608		Acquisition of real estate in non-cash foreclosures	5,836		1,983
Fair value of assets acquired net of liabilities assumed	Fair value of assets acquired net of liabilities assumed	70,096		—		Fair value of assets acquired net of liabilities assumed	72,251		0

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

Table of Contents

BancPlus Corporation and Subsidiaries

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 1 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.

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, 2019; however, certain notes and information have been omitted from the interim periods. Therefore, these unaudited financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2019. 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 ~~U.S. generally accepted accounting principles (“GAAP”)~~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, 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.

Recently Adopted Accounting Standards

Accounting Standards Update 2019-04 (“ASU 2019-04”), “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” In April 2019, the Financial Accounting Standards Board (“FASB”) issued ASU 2019-04 to clarify that the reclassification of a debt security from held-to-maturity (“HTM”) to available-for-sale (“AFS”) under the transition guidance in Accounting Standards Update 2017-12, “Targeted Improvements to Accounting for Hedging Activities,” would not (1) call into question the classification of other HTM securities, (2) be required to actually designate any reclassified security in a last-of-layer hedge, or (3) be restricted from selling any reclassified security. As part of the transition of ASU 2019-04, entities may reclassify securities that would qualify for designation as the hedged item in a last-of-layer hedging relationship from HTM to AFS; however, entities that already made such a reclassification upon their adoption of ASU 2017-12 are precluded from reclassifying additional securities. The Company did not reclassify any securities from HTM to AFS upon adoption of ASU 2017-12. ASU 2019-04 became effective as of the beginning of the first annual period after its issuance, which for the Company was January 1, 2020. See Note 4 Investment Securities to our Condensed Consolidated Financial Statements for more information regarding the impact of the transfer of certain HTM debt securities to AFS.

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 FASB issued ASU 2016-13 which requires earlier measurement of credit losses and enhances disclosures. The main objective of ASU 2016-13 is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. Many of the 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 is assessing data and system needs

Table of Contents

and evaluating the impact of adopting the new guidance. The Company expects to recognize a one-time cumulative effect

~~Table of Contents~~

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 31, 2022. The company is still evaluating the impact of ASU 2020-04, but does not expect it to have a material impact on the Company’s consolidated financial statements.

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 June 30,						Six Months Ended June 30,							Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands except per share data)	(In thousands except per share data)	2020		2019		2020		2019		(In thousands except per share data)	2020		2019		2020		2019
Net income	Net income	$	7,239	$	9,201	$	14,915	$	18,938	Net income	$	12,600	$	8,777	$	27,515	$	27,715

Weighted average common shares outstanding	Weighted average common shares outstanding	10,038		7,546		8,807		7,530		Weighted average common shares outstanding	10,070		7,530		9,231		7,532
Diluted effect of unallocated stock	Diluted effect of unallocated stock	72		73		75		83		Diluted effect of unallocated stock	64		92		72		80
Diluted common shares	Diluted common shares	10,110		7,619		8,882		7,613		Diluted common shares	10,134		7,622		9,303		7,612

Basic earnings per common share	Basic earnings per common share	$	0.72	$	1.22	$	1.69	$	2.52	Basic earnings per common share	$	1.25	$	1.17	$	2.98	$	3.68
Diluted earnings per common share	Diluted earnings per common share	$	0.72	$	1.21	$	1.68	$	2.49	Diluted earnings per common share	$	1.24	$	1.15	$	2.96	$	3.64

Note 3: Business Combination

On April 1, 2020, the Company completed its previously announced merger with State Capital Corp. (“SCC”), the holding company of State Bank & Trust Company ("(“State ~~Bank"~~Bank”). Pursuant to the terms of the Agreement and Plan of Share Exchange and Merger, dated September 18, 2019, by and among the Company, BankPlus, SCC, and State Bank (the ~~"Merger Agreement"~~“Merger Agreement”), following ~~BancPlus'~~BancPlus’ acquisition of SCC by a statutory share exchange, SCC was merged with and into BancPlus, with BancPlus surviving the merger (the ~~"Merger"~~“Merger”). Immediately thereafter, State Bank was merged with and into BankPlus, with BankPlus surviving the merger. As a result of the merger, the Company’s geographic footprint expanded in Mississippi, Louisiana and Alabama, providing access to new markets and deposits.

Pursuant to the Merger Agreement, holders of SCC common stock received 0.6950 shares of BancPlus common stock, par value $1.00 per share, for each share of SCC common stock, par value $1.25 per share, held immediately prior to the effective time of the Merger, plus cash in lieu of fractional shares. BancPlus issued 2,453,827 shares of common stock to holders of SCC common stock, in addition to approximately $12,000 in lieu of fractional shares. In the first ~~six~~nine months of 2020, wethe Company incurred approximately ~~$3.8~~$6.2 million of acquisition ~~expenses.~~expenses in connection with the Merger. These expenses are recorded in other expenses and furniture, equipment and data processing expenses in the Company’s Condensed Consolidated Statement of Income for the ~~six~~nine months ended ~~June~~September 30, 2020.

An estimate of fair value has been recorded based on initial valuations available as of ~~June~~September 30, 2020 and is considered preliminary and subject to refinement for up to one ~~year.~~year from the date of the Merger. The excess ~~cost over~~ fair value of net assets acquired over cost paid is recorded as ~~goodwill. Goodwill, which reflects expanded market areas acquired~~a gain on bargain purchase in the ~~merger~~third quarter of 2020. The gain on bargain purchase was primarily the result of changes in the value of BancPlus common stock due to the timing of the closing of the Merger relative to when the Merger Agreement was signed and ~~synergies expected~~declines in the overall market as a result of the ~~combined operations, is not deductible for tax purposes.~~COVID-19 pandemic over that period. The

Table of Contents

measurement period adjustment during the third quarter of 2020 was the result of a reduction in the value of liabilities assumed in the Merger during refinement of the preliminary valuations disclosed at the time of the Merger. The gain on bargain purchase is recorded in other income in the Company’s Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2020.

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

71,161

Cash paid for fractional shares

Total purchase price

71,173

Assets acquired:

Cash and due from banks

75,315

Securities, FHLB stock and FNBB stock

97,910

Loans, net

~~881,229~~880,390

Premises and equipment

29,968

Accrued interest receivable

3,664

Bank-owned life insurance

28,441

Core deposit intangible

~~5,357~~6,045

Taxes receivable

~~9,756~~7,787

Deferred tax asset, net

~~6,142~~5,972

Other assets

3,330

Total assets acquired

~~1,141,112~~1,138,822

Liabilities assumed:

Deposits

1,024,381

Advances from FHLB and other borrowings

14,563

Subordinated debentures

11,121

Deferred compensation

10,310

Other liabilities

~~10,641~~6,196

Total liabilities assumed

~~1,071,016~~1,066,571

Net assets acquired

72,251

~~70,096~~

Excess of ~~consideration paid over~~ fair value of net assets acquired over consideration paid - ~~Goodwill~~Gain on bargain purchase

~~1,077~~ (1,078)

In connection with the ~~merger,~~Merger, the Company recorded a ~~$5.4~~$6.0 million core deposit intangible, which will be amortized over 10 years. The Company also acquired loans with a fair value of ~~$881.2~~$880.4 million, net of an ~~$18.3~~$19.1 million fair value discount, which included a credit mark discount of $11.6 million.

Revenues and earnings of the acquired company since the ~~merger~~Merger date have not been disclosed as it is not practicable as SCC was merged into BancPlus and separate financial information for SCC is not available. The following table presents unaudited pro forma information as if the ~~merger~~Merger with SCC had occurred on January 1, 2019. This pro forma information combines the historic condensed consolidated results of operations of BancPlus and SCC 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 ~~merger~~Merger occurred on January 1, 2019.

Table of Contents


		Three Months Ended						Six Months Ended							Three Months Ended				Nine Months Ended
(In thousands, except per share data)	(In thousands, except per share data)	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		(In thousands, except per share data)	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Net interest income	Net interest income	$	42,899	$	39,019	$	80,130	$	77,640	Net interest income	$	43,828	$	37,939	$	123,958	$	115,578
Other operating income	Other operating income	12,556		15,638		28,408		31,686		Other operating income	18,626		16,969		47,034		48,655
Net income available to common shareholders	Net income available to common shareholders	8,769		16,015		13,546		28,523		Net income available to common shareholders	13,993		13,215		27,539		41,738
Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	0.88	$	1.60	$	1.36	$	2.86	Basic	$	1.39	$	1.32	$	2.74	$	4.18
Diluted	Diluted	0.87		1.59		1.35		2.83		Diluted	1.38		1.31		2.72		4.15

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)	Cost		Gains		Losses		Value		(In thousands)	Cost		Gains		Losses		Value
June 30, 2020:
September 30, 2020:										September 30, 2020:
U.S. Government agency obligations	U.S. Government agency obligations	$	12,418	$	418	$	—	$	12,836	U.S. Government agency obligations	$	12,276	$	382	$	0	$	12,658
Residential mortgage-backed securities	Residential mortgage-backed securities	239,393		7,145		—		246,538		Residential mortgage-backed securities	213,260		6,587		7		219,840
Commercial mortgage-backed securities	Commercial mortgage-backed securities	18,380		495		—		18,875		Commercial mortgage-backed securities	17,556		592		0		18,148
Asset-backed securities	Asset-backed securities	14,448		339		—		14,787		Asset-backed securities	14,225		467		55		14,637
Corporate investments	Corporate investments	8,000		122		3		8,119		Corporate investments	24,750		231		8		24,973
State and political subdivisions	State and political subdivisions	48,790		1,669		86		50,373		State and political subdivisions	45,745		1,767		82		47,430
Total available for sale	Total available for sale	$	341,429	$	10,188	$	89	$	351,528	Total available for sale	$	327,812	$	10,026	$	152	$	337,686

December 31, 2019:	December 31, 2019:									December 31, 2019:
U.S. Government agency obligations	U.S. Government agency obligations	$	17,999	$	104	$	1	$	18,102	U.S. Government agency obligations	$	17,999	$	104	$	1	$	18,102
Residential mortgage-backed securities	Residential mortgage-backed securities	175,696		693		510		175,879		Residential mortgage-backed securities	175,696		693		510		175,879
Commercial mortgage-backed securities	Commercial mortgage-backed securities	3,002		8		—		3,010		Commercial mortgage-backed securities	3,002		8		0		3,010
Corporate investments	Corporate investments	4,000		82		—		4,082		Corporate investments	4,000		82		0		4,082
Total available for sale	Total available for sale	$	200,697	$	887	$	511	$	201,073	Total available for sale	$	200,697	$	887	$	511	$	201,073

Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Table of Contents

The following is a summary of the amortized cost and fair value of securities held to maturity.


		Amortized		Gross Unrealized								Fair	Amortized		Gross Unrealized				Fair
(In thousands)	(In thousands)	Cost		Gains		Losses		Value		(In thousands)	Cost		Gains		Losses		Value
June 30, 2020:
September 30, 2020:										September 30, 2020:
States and political subdivisions	States and political subdivisions	$	101,772	$	686	$	—	$	102,458	States and political subdivisions	$	97,491	$	688	$	0	$	98,179
Total held to maturity	Total held to maturity	$	101,772	$	686	$	—	$	102,458	Total held to maturity	$	97,491	$	688	$	0	$	98,179

December 31, 2019:	December 31, 2019:									December 31, 2019:
U.S. Government agency obligations	U.S. Government agency obligations	$	5,000	$	3	$	—	$	5,003	U.S. Government agency obligations	$	5,000	$	3	$	0	$	5,003
Residential mortgage-backed securities	Residential mortgage-backed securities	1,071		41		—		1,112		Residential mortgage-backed securities	1,071		41		0		1,112
States and political subdivisions	States and political subdivisions	171,783		1,339		12		173,110		States and political subdivisions	171,783		1,339		12		173,110
Total held to maturity	Total held to maturity	$	177,854	$	1,383	$	12	$	179,225	Total held to maturity	$	177,854	$	1,383	$	12	$	179,225

All mortgage-backed securities in the above tables were issued or guaranteed by U.S. government agencies or sponsored agencies.

~~Table of Contents~~

In the first quarter of 2020, the Company elected to reclassify certain prepayable debt securities from held to maturity to available for sale. Prepayable debt securities with a carrying value of $66.5 million were transferred from ~~held-to-maturity~~held to maturity to available for sale. The reclassified securities primarily consisted of bonds issued by states and political subdivisions.

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 Months						12 Months or More								Total						Less Than 12 Months				12 Months or More				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value			Unrealized Losses		Fair Value		Unrealized Losses
(In thousands)	(In thousands)																				(In thousands)							Unrealized Losses	Fair Value		Unrealized Losses
June 30, 2020:
September 30, 2020:														September 30, 2020:
Available for sale:	Available for sale:													Available for sale:

Residential mortgage-backed securities														Residential mortgage-backed securities	$	5,130	$	7	$	0		$	0	5,130		$	7
Commercial mortgage-backed securities														Commercial mortgage-backed securities	307		0		0			0		307		0
Asset backed securities														Asset backed securities	2,533		55		0			0		2,533		55
Corporate investments	Corporate investments	$	997	$	3	$	—	$	—	$	997	$	3	Corporate investments	6,992		8		0			0		6,992		8
States and political subdivisions	States and political subdivisions	2,883		86		—		—		2,883		86		States and political subdivisions	2,888		82		0			0		2,888		82
		$	3,880	$	89	$	—	$	—	3,880		$	89		$	17,850	$	152	$	0		$	0	17,850		$	152

Held to maturity:	Held to maturity:													Held to maturity:
States and political subdivisions	States and political subdivisions	$	1,950	$	—	$	—	$	—	$	1,950	$	—	States and political subdivisions	$	682	$	0	$	0		$	0	$	682	$	0

December 31, 2019:	December 31, 2019:													December 31, 2019:
Available for sale:	Available for sale:													Available for sale:
U. S. Government agency obligations	U. S. Government agency obligations	$	—	$	—	$	4,999	$	1	4,999		$	1	U. S. Government agency obligations	$	0	$	0	$	4,999		$	1	4,999		$	1
Residential mortgage-backed securities	Residential mortgage-backed securities	92,323		466		2,240		44		94,563		$	510	Residential mortgage-backed securities	92,323		466		2,240			44		94,563		$	510
		$	92,323	$	466	$	7,239	$	45	99,562		$	511		$	92,323	$	466	$	7,239		$	45	99,562		$	511
Held to maturity:	Held to maturity:													Held to maturity:
States and political subdivisions	States and political subdivisions	$	2,656	$	8	$	2,766	$	4	$	5,422	$	12	States and political subdivisions	$	2,656	$	8	$	2,766		$	4	$	5,422	$	12

The number of debt securities in an unrealized loss position decreased from 36 at December 31, 2019 to 311 at ~~June~~September 30, 2020. 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

Table of Contents

than not that the Company will not be required to sell the investments before recovery of their amortized cost bases, which may be at maturity, the Company does not consider these investments to be ~~other-than~~other than temporarily impaired at ~~June~~September 30, 2020.

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.


		Available for Sale						Held to Maturity							Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair			Amortized		Fair		Amortized		Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value		Cost		Value
June 30, 2020:
September 30, 2020:										September 30, 2020:
One year or less	One year or less	$	3,567	$	3,586	$	15,053	$	15,101	One year or less	$	3,490	$	3,510	$	11,134	$	11,172
After one through five years	After one through five years	22,344		22,862		42,730		42,972		After one through five years	20,725		21,267		46,630		46,856
After five through ten years	After five through ten years	52,685		54,271		40,442		40,839		After five through ten years	62,458		64,289		36,183		36,607
After ten years	After ten years	262,833		270,809		3,547		3,547		After ten years	241,139		248,620		3,544		3,544
		$	341,429	$	351,528	$	101,772	$	102,459		$	327,812	$	337,686	$	97,491	$	98,179

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.

~~Table of Contents~~


		Available for Sale						Held to Maturity							Available for Sale				Held to Maturity
		Amortized		Fair		Amortized		Fair			Amortized		Fair		Amortized		Fair
(In thousands)	(In thousands)	Cost		Value		Cost		Value		(In thousands)	Cost		Value		Cost		Value
June 30, 2020		$	316,575	$	326,123	$	60,596	$	61,268
September 30, 2020										September 30, 2020	$	281,498	$	290,763	$	53,994	$	54,667

December 31, 2019	December 31, 2019	$	124,854	$	125,103	$	123,978	$	125,241	December 31, 2019	$	124,854	$	125,103	$	123,978	$	125,241

Note 5: Loans

The following is a summary of the Company’s loan portfolio by loan class.


(In thousands)	(In thousands)	June 30, 2020		December 31, 2019		(In thousands)	September 30, 2020		December 31, 2019
Secured by real estate:	Secured by real estate:					Secured by real estate:
Residential properties	Residential properties	$	750,165	$	555,413	Residential properties	$	742,054	$	555,413
Construction and land development	Construction and land development	334,680		230,931		Construction and land development	355,249		230,931
Farmland	Farmland	222,797		162,991		Farmland	228,410		162,991
Other commercial	Other commercial	1,175,879		664,145		Other commercial	1,204,857		664,145
Total real estate	Total real estate	2,483,521		1,613,480		Total real estate	2,530,570		1,613,480
Commercial and industrial loans	Commercial and industrial loans	680,312		333,834		Commercial and industrial loans	704,125		333,834
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	98,911		70,145		Agricultural production and other loans to farmers	110,978		70,145
Consumer and other loans	Consumer and other loans	77,348		61,538		Consumer and other loans	75,011		61,538
Total loans before allowance for loan losses	Total loans before allowance for loan losses	$	3,340,092	$	2,078,997	Total loans before allowance for loan losses	$	3,420,684	$	2,078,997

Loans are stated at the amount of unpaid principal, 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, and Alabama.

Table of Contents

The risk characteristics of the Company’s material portfolio segments are as follows:

Residential Real Estate Loans - The residential real estate loan portfolio consists of residential loans for single and multifamily properties. Residential loans are generally secured by owner occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers and can be impacted by economic conditions within their market area. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

Commercial Real Estate Loans - Commercial real estate loans include construction and land development loans, loans secured by farmland and other commercial real estate loans.

Construction and land development loans are usually based upon estimates of costs and estimated value of the completed project and include independent appraisal reviews and a financial analysis of the developers and property owners. Sources of repayment of these loans may include permanent loans, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are considered to be higher risk than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, general economic conditions and the availability of long-term financing.

Farm loans are generally made for the purpose of acquiring land devoted to crop production or livestock, the propagation of timber or the operation of a similar type business on the secured property. Sources of repayment for these loans generally include

~~Table of Contents~~

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 - 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

Table of Contents

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.


(In thousands)	(In thousands)	June 30, 2020		December 31, 2019		(In thousands)	September 30, 2020		December 31, 2019
Secured by real estate:	Secured by real estate:					Secured by real estate:
Residential properties	Residential properties	$	4,696	$	2,419	Residential properties	$	3,867	$	2,419
Construction and land development	Construction and land development	400		390		Construction and land development	353		390
Farmland	Farmland	—		—		Farmland	88		0
Other commercial	Other commercial	8,812		9,034		Other commercial	7,672		9,034
Total real estate	Total real estate	13,908		11,843		Total real estate	11,980		11,843
Commercial and industrial loans	Commercial and industrial loans	35		67		Commercial and industrial loans	30		67
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	97		62		Agricultural production and other loans to farmers	85		62
Consumer and other loans	Consumer and other loans	183		187		Consumer and other loans	180		187
Total nonaccrual loans	Total nonaccrual loans	$	14,223	$	12,159	Total nonaccrual loans	$	12,275	$	12,159

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 Days Past Due 90 Days or More Total Past Due Current Total Loans Past Due 90 Days or More and Accruing
June 30, 2020
Secured by real estate:
Residential properties $ 4,855 $ 2,793 $ 7,648 $ 742,517 $ 750,165 $ 1,238
Construction and land development 182 5 187 334,493 334,680 5
Farmland 449 175 624 222,173 222,797 175
Other commercial 2,681 655 3,336 1,172,543 1,175,879 48
Total real estate 8,167 3,628 11,795 2,471,726 2,483,521 1,466
Commercial and industrial loans 631 255 886 679,426 680,312 255
Agricultural production and other loans to farmers 1,612 185 1,797 97,114 98,911 126
Consumer loans 336 94 430 76,918 77,348 93
Total $ 10,746 $ 4,162 $ 14,908 $ 3,325,184 $ 3,340,092 $ 1,940


(In thousands)	(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing		(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing
December 31, 2019
September 30, 2020														September 30, 2020
Secured by real estate:	Secured by real estate:													Secured by real estate:
Residential properties	Residential properties	$	6,262	$	2,610	$	8,872	$	546,541	$	555,413	$	1,745	Residential properties	$	4,477	$	2,024	$	6,501	$	735,553	$	742,054	$	1,292
Construction and land development	Construction and land development	688		—		688		230,243		230,931		—		Construction and land development	2,369		31		2,400		352,849		355,249		31
Farmland	Farmland	253		149		402		162,589		162,991		149		Farmland	1,007		458		1,465		226,945		228,410		458
Other commercial	Other commercial	1,227		724		1,951		662,194		664,145		418		Other commercial	3,972		1,196		5,168		1,199,689		1,204,857		976
Total real estate	Total real estate	8,430		3,483		11,913		1,601,567		1,613,480		2,312		Total real estate	11,825		3,709		15,534		2,515,036		2,530,570		2,757
Commercial and industrial loans	Commercial and industrial loans	375		255		630		333,204		333,834		235		Commercial and industrial loans	575		125		700		703,425		704,125		125
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	400		20		420		69,725		70,145		20		Agricultural production and other loans to farmers	80		34		114		110,864		110,978		34
Consumer loans	Consumer loans	795		51		846		60,692		61,538		51		Consumer loans	377		58		435		74,576		75,011		58
Total	Total	$	10,000	$	3,809	$	13,809	$	2,065,188	$	2,078,997	$	2,618	Total	$	12,857	$	3,926	$	16,783	$	3,403,901	$	3,420,684	$	2,974

Table of Contents


(In thousands)	Past Due 30-89 Days		Past Due 90 Days or More		Total Past Due		Current		Total Loans		Past Due 90 Days or More and Accruing
December 31, 2019
Secured by real estate:
Residential properties	$	6,262	$	2,610	$	8,872	$	546,541	$	555,413	$	1,745
Construction and land development	688		0		688		230,243		230,931		0
Farmland	253		149		402		162,589		162,991		149
Other commercial	1,227		724		1,951		662,194		664,145		418
Total real estate	8,430		3,483		11,913		1,601,567		1,613,480		2,312
Commercial and industrial loans	375		255		630		333,204		333,834		235
Agricultural production and other loans to farmers	400		20		420		69,725		70,145		20
Consumer loans	795		51		846		60,692		61,538		51
Total	$	10,000	$	3,809	$	13,809	$	2,065,188	$	2,078,997	$	2,618

Impaired Loans - Impaired loans include nonperforming loans, loans modified in troubled debt restructurings where concessions have been granted to borrowers experiencing financial difficulties, and certain other loans identified by management. Certain other loans identified by management consist of performing loans with specific allocations of the allowance for loan loss. Impaired loans, or portions thereof, are charged-off when deemed uncollectible. The principal, recorded balance, and related allowance on impaired loans while classified as impaired at ~~June~~September 30, 2020 and December 31, 2019, were as follows:

June 30, 2020
Principal Recorded Related
(In thousands) Balance
Balance ⁽¹⁾
Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties $ 8,649 $ 6,057 $ —
Construction and land development 4,169 2,114 —
Farmland 10,775 10,521 —
Other commercial 5,540 3,631 —
Total real estate 29,133 22,323 —
Commercial and industrial 358 35 —
Agricultural production and other loans to farmers 156 97 —
Consumer and other loans 231 183 —
Total $ 29,878 $ 22,638 $ —
Impaired loans with related allowance:
Secured by real estate:
Residential properties $ 1,119 $ 1,119 $ 14
Construction and land development — — —
Farmland — — —
Other commercial 9,579 9,514 3,594
Total real estate 10,698 10,633 3,608
Commercial and industrial 419 419 34
Agricultural production and other loans to farmers — — —
Consumer and other loans — — —
Total $ 11,117 $ 11,052 $ 3,642
Total impaired loans $ 40,995 $ 33,690 $ 3,642

Table of Contents

December 31, 2019
Principal Recorded Related
(In thousands) Balance
Balance ⁽¹⁾
Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties $ 4,789 $ 3,789 $ —
Construction and land development 3,919 2,009 —
Farmland 10,993 10,937 —
Other commercial 3,893 2,400 —
Total real estate 23,594 19,135 —
Commercial and industrial 384 67 —
Agricultural production and other loans to farmers 75 62 —
Consumer and other loans 211 187 —
Total $ 24,264 $ 19,451 $ —
Impaired loans with related allowance:
Secured by real estate:
Residential properties $ 1,127 $ 1,127 $ 11
Construction and land development — — —
Farmland — — —
Other commercial 10,114 10,076 3,325
Total real estate 11,241 11,203 3,336
Commercial and industrial 427 427 34
Agricultural production and other loans to farmers — — —
Consumer and other loans — — —
Total 11,668 11,630 3,370
Total impaired loans $ 35,932 $ 31,081 $ 3,370


	September 30, 2020
	Principal		Recorded		Related
(In thousands)	Balance		Balance (1)		Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties	$	8,348	$	5,751	$	—
Construction and land development	4,021		1,960		—
Farmland	10,774		10,514		—
Other commercial	8,654		4,983		—
Total real estate	31,797		23,208		—
Commercial and industrial	439		31		—
Agricultural production and other loans to farmers	156		97		—
Consumer and other loans	221		180		—
Total	$	32,613	$	23,516	$	—

Impaired loans with related allowance:
Secured by real estate:
Residential properties	$	1,074	$	1,074	$	17
Construction and land development	0		0		0
Farmland	0		0		0
Other commercial	5,983		5,949		1,949
Total real estate	7,057		7,023		1,966
Commercial and industrial	2,471		2,471		471
Agricultural production and other loans to farmers	0		0		0
Consumer and other loans	0		0		0
Total	$	9,528	$	9,494	$	2,437
Total impaired loans	$	42,141	$	33,010	$	2,437

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

Table of Contents


	December 31, 2019
	Principal		Recorded		Related
(In thousands)	Balance		Balance (1)		Allowance
Impaired loans with no related allowance:
Secured by real estate:
Residential properties	$	4,789	$	3,789	$	—
Construction and land development	3,919		2,009		—
Farmland	10,993		10,937		—
Other commercial	3,893		2,400		—
Total real estate	23,594		19,135		—
Commercial and industrial	384		67		—
Agricultural production and other loans to farmers	75		62		—
Consumer and other loans	211		187		—
Total	$	24,264	$	19,451	$	—

Impaired loans with related allowance:
Secured by real estate:
Residential properties	$	1,127	$	1,127	$	11
Construction and land development	0		0		0
Farmland	0		0		0
Other commercial	10,114		10,076		3,325
Total real estate	11,241		11,203		3,336
Commercial and industrial	427		427		34
Agricultural production and other loans to farmers	0		0		0
Consumer and other loans	0		0		0
Total	11,668		11,630		3,370
Total impaired loans	$	35,932	$	31,081	$	3,370

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

The average recorded investment and interest recognized for impaired loans for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 are presented below.

1819

Table of Contents


		Three Months Ended June 30,															Three Months Ended September 30,
		2020						2019							2020				2019
		Average		Interest		Average		Interest			Average		Interest		Average		Interest
(In thousands)	(In thousands)	Investment		Recognized		Investment		Recognized		(In thousands)	Investment		Recognized		Investment		Recognized
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	5,557	$	37	$	5,723	$	37	Residential properties	$	6,934	$	38	$	4,863	$	178
Construction and land development	Construction and land development	2,006		30		2,091		35		Construction and land development	2,026		31		2,026		215
Farmland	Farmland	10,453		126		—		—		Farmland	10,515		127		0		15
Other commercial	Other commercial	11,961		57		12,150		88		Other commercial	12,389		61		11,678		205
Total real estate	Total real estate	29,977		250		19,964		160		Total real estate	31,864		257		18,567		613
Commercial and industrial	Commercial and industrial	460		6		673		8		Commercial and industrial	1,133		7		636		33
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	73		—		85		—		Agricultural production and other loans to farmers	97		0		62		7
Consumer loans	Consumer loans	183		—		186		—		Consumer loans	180		0		0		4
Total	Total	$	30,693	$	256	$	20,908	$	168	Total	$	33,274	$	264	$	19,265	$	657


		Six Months Ended June 30,															Nine Months Ended September 30,
		2020						2019							2020				2019
		Average		Interest		Average		Interest			Average		Interest		Average		Interest
(In thousands)	(In thousands)	Investment		Recognized		Investment		Recognized		(In thousands)	Investment		Recognized		Investment		Recognized
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	5,192	$	76	$	5,136	$	74	Residential properties	$	5,773	$	114	$	5,045	$	252
Construction and land development	Construction and land development	2,008		65		2,252		90		Construction and land development	2,013		96		2,177		305
Farmland	Farmland	10,518		255		195		—		Farmland	10,517		382		130		15
Other commercial	Other commercial	11,621		115		12,288		159		Other commercial	11,876		176		12,085		364
Total real estate	Total real estate	29,339		511		19,871		323		Total real estate	30,179		768		19,437		936
Commercial and industrial	Commercial and industrial	467		13		683		15		Commercial and industrial	689		20		667		48
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	68		—		85		—		Agricultural production and other loans to farmers	78		0		77		7
Consumer loans	Consumer loans	183		—		93		—		Consumer loans	182		0		62		4
Total	Total	$	30,057	$	524	$	20,732	$	338	Total	$	31,128	$	788	$	20,243	$	995

The following table illustrates the impact of modifications classified as ~~TDRs~~troubled debt restructurings (“TDRs”) for the periods presented.


		Number	Balance		Balance			Number	Balance		Balance
(Dollars in thousands)	(Dollars in thousands)	of Loans	Prior to TDR		at Period End		(Dollars in thousands)	of Loans	Prior to TDR		at Period End
June 30, 2020
September 30, 2020							September 30, 2020
Secured by real estate:	Secured by real estate:						Secured by real estate:
Construction and land development	Construction and land development	1	$	95	$	94	Construction and land development	1	$	95	$	0
Total	Total	1	$	95	$	94	Total	1	$	95	$	0

December 31, 2019	December 31, 2019						December 31, 2019
Secured by real estate:	Secured by real estate:						Secured by real estate:
Other commercial	Other commercial	2	$	7,493	$	7,493	Other commercial	2	$	7,493	$	7,493
Total	Total	2	$	7,493	$	7,493	Total	2	$	7,493	$	7,493

1920

Table of Contents

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 ~~$3.5~~$1.8 million and $3.3 million at ~~June~~September 30, 2020 and December 31, 2019, respectively. The primary reason for the decrease in the allowance for loan losses attributable to restructured loans was a $1.8 million charge-off recorded in the third quarter of 2020 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.

Credit Quality Indicators – The Company utilizes a risk grading matrix to assign a grade to each of its commercial and real estate loans. Loans are rated on a scale of 1 to 10. A description of the general characteristics of the 10 risk ratings is as follows

•Risk Grades 1, 2, 3, 4 and 5 – These grades include loans to borrowers of solid credit quality with no higher than normal risk of loss. Borrowers in these categories have satisfactory financial strength and adequate cash flow coverage to service debt requirements. Collateral type and quality, as well as protection, are adequate. The borrower’s management is strong and capable, financial information is timely and accurate, and guarantor support is strong.

•Risk Grade 6 – Pass and Watch – Loans in this category are currently protected, but risks are emerging that warrant more than normal attention and have above average risk of loss. These factors require a higher level of monitoring and may include emerging balance sheet weaknesses, strained liquidity, increased leverage ratio, and weakening management. Collateral support is less marketable or limited use and, although the 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.

2021

Table of Contents

•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:


		Risk Grades		Risk Grade		Risk Grade		Risk Grade					Risk Grades		Risk Grade		Risk Grade		Risk Grade
(In thousands)	(In thousands)	1-6		7		8		9		Total		(In thousands)	1-6		7		8		9		Total
June 30, 2020
September 30, 2020												September 30, 2020
Secured by real estate:	Secured by real estate:											Secured by real estate:
Residential properties	Residential properties	$	732,312	$	43	$	17,626	$	184	$	750,165	Residential properties	$	723,444	$	1	$	18,495	$	114	$	742,054
Construction and land development	Construction and land development	333,983		—		697		—		334,680		Construction and land development	351,516		0		3,733		0		355,249
Farmland	Farmland	210,587		—		12,210		—		222,797		Farmland	215,296		0		13,114		0		228,410
Other commercial	Other commercial	1,158,996		—		16,662		221		1,175,879		Other commercial	1,188,928		0		15,702		227		1,204,857
Total real estate	Total real estate	2,435,878		43		47,195		405		2,483,521		Total real estate	2,479,184		1		51,044		341		2,530,570
Commercial and industrial	Commercial and industrial	677,819		63		2,292		138		680,312		Commercial and industrial	686,245		51		17,754		75		704,125
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	98,503		91		317		—		98,911		Agricultural production and other loans to farmers	110,588		91		299		0		110,978
Consumer and other loans	Consumer and other loans	77,041		—		307		—		77,348		Consumer and other loans	74,721		0		290		0		75,011

Total	Total	$	3,289,241	$	197	$	50,111	$	543	$	3,340,092	Total	$	3,350,738	$	143	$	69,387	$	416	$	3,420,684


		Risk Grades		Risk Grade		Risk Grade		Risk Grade					Risk Grades		Risk Grade		Risk Grade		Risk Grade
(In thousands)	(In thousands)	1-6		7		8		9		Total		(In thousands)	1-6		7		8		9		Total
December 31, 2019	December 31, 2019											December 31, 2019
Secured by real estate:	Secured by real estate:											Secured by real estate:
Residential properties	Residential properties	$	540,933	$	177	$	14,303	$	—	$	555,413	Residential properties	$	540,933	$	177	$	14,303	$	0	$	555,413
Construction and land development	Construction and land development	229,933		388		610		—		230,931		Construction and land development	229,933		388		610		0		230,931
Farmland	Farmland	151,354		—		11,637		—		162,991		Farmland	151,354		0		11,637		0		162,991
Other commercial	Other commercial	645,891		—		18,254		—		664,145		Other commercial	645,891		0		18,254		0		664,145
Total real estate	Total real estate	1,568,111		565		44,804		—		1,613,480		Total real estate	1,568,111		565		44,804		0		1,613,480
Commercial and industrial	Commercial and industrial	331,693		—		2,060		81		333,834		Commercial and industrial	331,693		0		2,060		81		333,834
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	69,854		—		291		—		70,145		Agricultural production and other loans to farmers	69,854		0		291		0		70,145
Consumer and other loans	Consumer and other loans	61,220		—		318		—		61,538		Consumer and other loans	61,220		0		318		0		61,538

Total	Total	$	2,030,878	$	565	$	47,473	$	81	$	2,078,997	Total	$	2,030,878	$	565	$	47,473	$	81	$	2,078,997

2122

Table of Contents

Transactions in the allowance for loan losses and balances in the loan portfolio by loan segment are as follows:


(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate			Residential			Consumer and other		Unallocated		Total		(In thousands)	Commercial and Industrial		Commercial Real Estate			Residential			Consumer and other		Unallocated		Total
Three Months Ended June 30, 2020

Three Months Ended September 30, 2020																Three Months Ended September 30, 2020
Allowance for loan losses:	Allowance for loan losses:															Allowance for loan losses:
Beginning balance	Beginning balance	$	2,785	$	10,968		$	5,406		$	1,181	$	830	$	21,170	Beginning balance	$	3,269	$	12,580		$	5,968		$	1,340	$	902	$	24,059
Provision for loan losses	Provision for loan losses	608		1,604		—	604		—	(38)		72		2,850		Provision for loan losses	2,812		1,835		—	170		—	(82)		(64)		4,671
Recoveries on loans	Recoveries on loans	27		13			41			849		—		930		Recoveries on loans	34		103			140			827		0		1,104
Loans charged off	Loans charged off	(151)		(5)			(83)			(652)		—		(891)		Loans charged off	(261)		(1,960)			(34)			(731)		0		(2,986)
Ending balance	Ending balance	$	3,269	$	12,580		$	5,968		$	1,340	$	902	$	24,059	Ending balance	$	5,854	$	12,558		$	6,244		$	1,354	$	838	$	26,848

Six Months Ended June 30, 2020
Nine Months Ended September 30, 2020																Nine Months Ended September 30, 2020
Allowance for loan losses:	Allowance for loan losses:															Allowance for loan losses:
Beginning balance	Beginning balance	$	2,773	$	10,766		$	5,568		$	1,135	$	1,258	$	21,500	Beginning balance	$	2,773	$	10,766		$	5,568		$	1,135	$	1,258	$	21,500
Provision for loan losses	Provision for loan losses	615		1,989			537			250		(356)		3,035		Provision for loan losses	3,427		3,824			707			168		(420)		7,706
Recoveries on loans	Recoveries on loans	114		47			97			1,792		—		2,050		Recoveries on loans	148		150			237			2,619		0		3,154
Loans charged off	Loans charged off	(233)		(222)			(234)			(1,837)		—		(2,526)		Loans charged off	(494)		(2,182)			(268)			(2,568)		0		(5,512)
Ending balance	Ending balance	$	3,269	$	12,580		$	5,968		$	1,340	$	902	$	24,059	Ending balance	$	5,854	$	12,558		$	6,244		$	1,354	$	838	$	26,848

Period End Allowance Balance Allocated To:	Period End Allowance Balance Allocated To:															Period End Allowance Balance Allocated To:
Individually evaluated for impairment	Individually evaluated for impairment	$	34	$	3,594		$	14		$	—	$	—	$	3,642	Individually evaluated for impairment	$	471	$	1,949		$	17		$	0	$	0	$	2,437
Collectively evaluated for impairment	Collectively evaluated for impairment	3,235		8,986			5,954			1,340		902		20,417		Collectively evaluated for impairment	5,383		10,609			6,227			1,354		838		24,411
Ending balance	Ending balance	$	3,269	$	12,580		$	5,968		$	1,340	$	902	$	24,059	Ending balance	$	5,854	$	12,558		$	6,244		$	1,354	$	838	$	26,848

2223

Table of Contents


(In thousands)	(In thousands)	Commercial and Industrial		Commercial Real Estate			Residential			Consumer and other			Unallocated		Total		(In thousands)	Commercial and Industrial		Commercial Real Estate			Residential			Consumer and other			Unallocated		Total
Three Months Ended June 30, 2019

Three Months Ended September 30, 2019																	Three Months Ended September 30, 2019
Allowance for loan losses:	Allowance for loan losses:																Allowance for loan losses:
Beginning balance	Beginning balance	$	3,372	$	12,093		$	5,808		$	1,292		$	1,663	$	24,228	Beginning balance	$	3,458	$	11,399		$	5,640		$	1,264		$	2,083	$	23,844
Provision for loan losses	Provision for loan losses	28		(448)		—	(184)		—	508		—	420		324		Provision for loan losses	(291)		1,679		—	(333)		—	(359)		—	(198)		498
Recoveries on loans	Recoveries on loans	136		100			195			856			—		1,282		Recoveries on loans	247		88			74			727			0		1,136
Loans charged off	Loans charged off	(78)		(346)			(179)			(1,392)			—		(1,842)		Loans charged off	(132)		(543)			(638)			(1,554)			0		(2,867)
Balance, end of year	Balance, end of year	$	3,458	$	11,399		$	5,640		$	1,264		$	2,083	$	23,844	Balance, end of year	$	3,282	$	12,623		$	4,743		$	78		$	1,885	$	22,611

Six Months Ended June 30, 2019
Nine Months Ended September 30, 2019																	Nine Months Ended September 30, 2019
Allowance for loan losses:	Allowance for loan losses:																Allowance for loan losses:
Beginning balance	Beginning balance	$	3,203	$	12,920		$	5,358		$	1,134		$	1,885	$	24,500	Beginning balance	$	3,203	$	12,920		$	5,358		$	1,134		$	1,885	$	24,500
Provision for loan losses	Provision for loan losses	244		(1,505)			695			980			198		612		Provision for loan losses	(47)		174			362			621			0		1,110
Recoveries on loans	Recoveries on loans	152		362			241			1,814			—		2,569		Recoveries on loans	399		450			315			2,541			0		3,705
Loans charged off	Loans charged off	(141)		(378)			(654)			(2,664)			—		(3,837)		Loans charged off	(273)		(921)			(1,292)			(4,218)			0		(6,704)
Ending balance	Ending balance	$	3,458	$	11,399		$	5,640		$	1,264		$	2,083	$	23,844	Ending balance	$	3,282	$	12,623		$	4,743		$	78		$	1,885	$	22,611

Period End Allowance Balance Allocated To:	Period End Allowance Balance Allocated To:																Period End Allowance Balance Allocated To:
Individually evaluated for impairment	Individually evaluated for impairment	$	30	$	3,248		$	12		$	—		$	—	$	3,290	Individually evaluated for impairment	$	30	$	3,235		$	15		$	0		$	0	$	3,280
Collectively evaluated for impairment	Collectively evaluated for impairment	3,428		8,151			5,628			1,264			2,083		20,554		Collectively evaluated for impairment	3,252		9,388			4,728			78			1,885		19,331
Ending balance	Ending balance	$	3,458	$	11,399		$	5,640		$	1,264		$	2,083	$	23,844	Ending balance	$	3,282	$	12,623		$	4,743		$	78		$	1,885	$	22,611

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 Industrial		Commercial Real Estate		Residential		Consumer and other		Total		(In thousands)	Commercial and Industrial		Commercial Real Estate		Residential		Consumer and other		Total
June 30, 2020
September 30, 2020												September 30, 2020
Individually evaluated for impairment	Individually evaluated for impairment	$	454	$	25,780	$	7,176	$	280	$	33,690	Individually evaluated for impairment	$	2,502	$	23,406	$	6,825	$	277	$	33,010
Collectively evaluated for impairment	Collectively evaluated for impairment	679,858		1,707,576		742,989		175,979		3,306,402		Collectively evaluated for impairment	701,623		1,765,110		735,229		185,712		3,387,674
Ending balance	Ending balance	$	680,312	$	1,733,356	$	750,165	$	176,259	$	3,340,092	Ending balance	$	704,125	$	1,788,516	$	742,054	$	185,989	$	3,420,684

December 31, 2019	December 31, 2019											December 31, 2019
Individually evaluated for impairment	Individually evaluated for impairment	$	494	$	25,422	$	4,916	$	249	$	31,081	Individually evaluated for impairment	$	494	$	25,422	$	4,916	$	249	$	31,081
Collectively evaluated for impairment	Collectively evaluated for impairment	333,340		1,032,645		550,497		131,434		2,047,916		Collectively evaluated for impairment	333,340		1,032,645		550,497		131,434		2,047,916
Ending balance	Ending balance	$	333,834	$	1,058,067	$	555,413	$	131,683	$	2,078,997	Ending balance	$	333,834	$	1,058,067	$	555,413	$	131,683	$	2,078,997

Note 7: Regulatory Matters

The Company (on a consolidated basis) and 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 Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated

2324

Table of Contents

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 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~~Tier 1 capital ~~tier~~(“CET1”), Tier 1 capital, and total capital, as well as a minimum leverage ratio based on ~~tier~~Tier 1 capital.

Under the Basel III rules, the Company must hold a capital conservation buffer 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 ~~Common Equity Tier 1~~CET1 capital, ~~(“CET1”),~~ Tier 1 capital, and ~~Total~~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 was 2.50% at ~~June~~September 30, 2020 and December 31, 2019, is included in the minimum capital requirements relative to risk-weighted assets in the following table. Management believes as of ~~June~~September 30, 2020 and December 31, 2019, the Company and the Bank met Basel III minimum capital requirements to which they are subject.

The Bank is also subject to capital requirements under the prompt corrective action regime. As of ~~June~~September 30, 2020, the most recent notification from the Federal Deposit Insurance Corporation 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. To be categorized as well capitalized, an insured depository institution must maintain certain ratios of CET1 capital, Tier 1 capital and ~~Total~~total capital to risk-weighted assets, and of Tier 1 capital to adjusted quarterly average assets. There are no conditions or events since that notification that management believes have changed the ~~Bank's~~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.

The Company’s and the Bank’s CET1 capital includes total common equity reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions. In connection with the adoption of Basel III, the Company elected to opt out of the requirement to include most components of accumulated other comprehensive income (loss) in CET1 capital.

Tier 1 capital includes CET1 capital and additional Tier 1 capital. For the Company, additional Tier 1 capital at ~~June~~September 30, 2020 and December 31, 2019 included $50.7 million and $40.0 million of trust preferred securities issued by the trusts (net of investment in the trusts), respectively. The Bank did 0t have any additional Tier 1 capital beyond CET1 capital as of ~~June~~September 30, 2020 and December 31, 2019.

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 for the Company includes $58.6 million of subordinated debentures that were issued in the second quarter of 2020. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under Basel III.

2425

Table of Contents

The following table presents actual and required capital ratios for the Company and the Bank under the Basel III rules.


		Actual						Minimum requirement Phase-In Schedule								Required to be Well Capitalized					Actual				Minimum requirement Phase-In Schedule		Required to be Well Capitalized
(In thousands)	(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio		(In thousands)	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
June 30, 2020:
September 30, 2020:														September 30, 2020:
Company:	Company:													Company:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	323,671	9.24	%	$	245,266	7.00	%	n/a		n/a		CET1 Capital to Risk-Weighted Assets	$	333,535	10.37	%	$	225,081	7.00	%	n/a		n/a
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	374,341		10.68	%	297,823		8.50	%	n/a		n/a		Tier 1 Capital to Risk-Weighted Assets	384,256		11.95	%	273,313		8.50	%	n/a		n/a
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	457,025		13.04	%	367,900		10.50	%	n/a		n/a		Total Capital to Risk-Weighted Assets	469,712		14.61	%	337,622		10.50	%	n/a		n/a
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	374,341		8.52	%	175,830		4.00	%	n/a		n/a		Tier 1 Capital to Average Assets	384,256		8.49	%	181,100		4.00	%	n/a		n/a

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	372,515	10.67	%	$	244,382	7.00	%	$	226,926	6.50	%	CET1 Capital to Risk-Weighted Assets	$	382,506	11.92	%	$	224,567	7.00	%	$	208,526	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	372,515		10.67	%	296,749		8.50	%	279,293		8.00	%	Tier 1 Capital to Risk-Weighted Assets	382,506		11.92	%	272,688		8.50	%	256,648		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	396,574		11.36	%	366,573		10.50	%	349,117		10.00	%	Total Capital to Risk-Weighted Assets	409,354		12.76	%	336,850		10.50	%	320,809		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	372,515		8.40	%	177,491		4.00	%	221,864		5.00	%	Tier 1 Capital to Average Assets	382,506		8.47	%	180,711		4.00	%	225,889		5.00	%

December 31, 2019:	December 31, 2019:													December 31, 2019:
Company:	Company:													Company:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	248,247	10.86	%	$	160,002	7.00	%	n/a		n/a		CET1 Capital to Risk-Weighted Assets	$	248,247	10.86	%	$	160,002	7.00	%	n/a		n/a
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	288,247		12.61	%	194,288		8.50	%	n/a		n/a		Tier 1 Capital to Risk-Weighted Assets	288,247		12.61	%	194,288		8.50	%	n/a		n/a
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	309,747		13.55	%	240,003		10.50	%	n/a		n/a		Total Capital to Risk-Weighted Assets	309,747		13.55	%	240,003		10.50	%	n/a		n/a
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	288,247		9.74	%	118,373		4.00	%	n/a		n/a		Tier 1 Capital to Average Assets	288,247		9.74	%	118,373		4.00	%	n/a		n/a

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	284,513	12.49	%	$	159,469	7.00	%	$	148,078	6.50	%	CET1 Capital to Risk-Weighted Assets	$	284,513	12.49	%	$	159,469	7.00	%	$	148,078	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	284,513		12.49	%	193,641		8.50	%	182,250		8.00	%	Tier 1 Capital to Risk-Weighted Assets	284,513		12.49	%	193,641		8.50	%	182,250		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	306,013		13.43	%	239,203		10.50	%	227,813		10.00	%	Total Capital to Risk-Weighted Assets	306,013		13.43	%	239,203		10.50	%	227,813		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	284,513		9.63	%	118,134		4.00	%	147,668		5.00	%	Tier 1 Capital to Average Assets	284,513		9.63	%	118,134		4.00	%	147,668		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. These restrictions are not anticipated to have a material effect on the ability of the Bank to pay dividends to the Company.

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

Table of Contents

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 ~~June~~September 30, 2020 or December 31, 2019. 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 nonrecurring 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 Bank’s Appraisal Review 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 of the collateral value. Subsequent to foreclosure, valuations are performed periodically by the Company’s appraisal department and any subsequent reduction in value is recognized by a charge to income.

Appraisals for both collateral-dependent impaired loans and other real estate owned are performed by certified appraisers whose qualifications and licenses have been reviewed by the Company. These appraisals are reviewed by a member of the Appraisal Department to ensure they are acceptable. Appraised values are adjusted down for costs associated with asset disposal. The significant unobservable inputs (Level 3) used in the fair value measurement of collateral for collateral impaired loans and other real estate 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.

2627

Table of Contents

Assets and liabilities measured at fair value on a recurring basis are summarized below:


		Fair		Fair Value Measurements Using									Fair		Fair Value Measurements Using
(In thousands)	(In thousands)	Value		Level 1		Level 2		Level 3		(In thousands)	Value		Level 1		Level 2		Level 3
June 30, 2020
September 30, 2020										September 30, 2020
U.S. Government agency obligations	U.S. Government agency obligations	$	12,836	$	—	$	12,836	$	—	U.S. Government agency obligations	$	12,658	$	0	$	12,658	$	0
Residential mortgage-backed securities	Residential mortgage-backed securities	246,538		—		246,538		—		Residential mortgage-backed securities	219,840		0		219,840		0
Commercial mortgage-backed securities	Commercial mortgage-backed securities	18,875		—		18,875		—		Commercial mortgage-backed securities	18,148		0		18,148		0
Asset-backed securities	Asset-backed securities	14,787		—		14,787		—		Asset-backed securities	14,637		0		14,637		0
Corporate investments	Corporate investments	8,119		—		8,119		—		Corporate investments	24,973		0		24,973		0
State and political subdivisions	State and political subdivisions	50,373		—		50,373		—		State and political subdivisions	47,430		0		47,430		0
Total securities available for sale	Total securities available for sale	$	351,528	$	—	$	351,528	$	—	Total securities available for sale	$	337,686	$	0	$	337,686	$	0


December 31, 2019	December 31, 2019									December 31, 2019
U.S. Government agency obligations	U.S. Government agency obligations	$	18,102	$	—	$	18,102	$	—	U.S. Government agency obligations	$	18,102	$	0	$	18,102	$	0
Residential mortgage-backed securities	Residential mortgage-backed securities	175,879		—		175,879		—		Residential mortgage-backed securities	175,879		0		175,879		0
Commercial mortgage-backed securities	Commercial mortgage-backed securities	3,010		—		3,010		—		Commercial mortgage-backed securities	3,010		0		3,010		0
Corporate investments	Corporate investments	4,082		—		4,082		—		Corporate investments	4,082		0		4,082		0
Total securities available for sale	Total securities available for sale	$	201,073	$	—	$	201,073	$	—	Total securities available for sale	$	201,073	$	0	$	201,073	$	0

Assets measured at fair value on a non-recurring basis are summarized below.


		Fair		Fair Value Measurements Using									Fair		Fair Value Measurements Using
(In thousands)	(In thousands)	Value		Level 1		Level 2		Level 3		(In thousands)	Value		Level 1		Level 2		Level 3
Impaired loans, net of allowance for loan losses:	Impaired loans, net of allowance for loan losses:									Impaired loans, net of allowance for loan losses:
June 30, 2020		$	30,048	$	—	$	—	$	30,048
September 30, 2020										September 30, 2020	$	30,573	$	0	$	0	$	30,573
December 31, 2019	December 31, 2019	$	27,711	$	—	$	—	$	27,711	December 31, 2019	$	27,711	$	0	$	0	$	27,711

Other real estate owned:	Other real estate owned:									Other real estate owned:
June 30, 2020		$	8,878	$	—	$	—	$	8,878
September 30, 2020										September 30, 2020	$	6,763	$	0	$	0	$	6,763
December 31, 2019	December 31, 2019	$	4,851	$	—	$	—	$	4,851	December 31, 2019	$	4,851	$	0	$	0	$	4,851

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

Range

~~June~~September 30, 2020

Impaired loans, net of specific allowance

~~30,048~~30,573

Third-party appraisals

Selling costs

5% - 10%

Internal evaluations of real estate, accounts receivable and inventory

Discount of book value

15% - 50%

Other real estate owned

~~8,878~~6,763

Third-party appraisals

Selling costs

5% - 10%

2728

Table of Contents

Qualitative Information about Level 3 Fair Value Measurements

(In thousands)

Carrying
Value

Valuation
Methods

Unobservable
Inputs

Range

December 31, 2019

Impaired loans, net of specific allowance

27,711

Third-party appraisals

Selling costs

5% - 10%

Internal evaluations of real estate, accounts receivable and inventory

Discount of book value

15% - 50%

Other real estate owned

4,851

Third-party appraisals

Selling costs

5% - 10%

Fair Value of Financial Instruments

Generally accepted accounting principles require disclosure of fair value information about financial instruments, whether or not recognized on the balance sheet, that are not measured and reported at fair value on a recurring or non-recurring basis. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions significantly affect the estimates and, as such, the derived fair value may not be indicative of the value negotiated in an actual sale and may not be comparable to that reported by other financial institutions. In addition, the fair value estimates are based on existing financial instruments without attempting to estimate the value of anticipated business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates

The following table presents estimated fair values of the Company’s financial instruments not previously disclosed:


		June 30, 2020						December 31, 2019							September 30, 2020				December 31, 2019
(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 equivalents	Cash and cash equivalents	$	462,630	$	462,630	$	312,972	$	312,972	Cash and cash equivalents	$	399,323	$	399,323	$	312,972	$	312,972

Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Securities held to maturity	Securities held to maturity	101,772		102,458		177,854		179,225		Securities held to maturity	97,491		98,179		177,854		179,225
FHLB stock	FHLB stock	5,109		5,109		2,585		2,585		FHLB stock	2,553		2,553		2,585		2,585
Accrued interest receivable	Accrued interest receivable	25,162		25,162		11,509		11,509		Accrued interest receivable	20,604		20,604		11,509		11,509
Level 3 inputs:	Level 3 inputs:									Level 3 inputs:
Loans held for sale	Loans held for sale	20,175		20,175		16,092		16,092		Loans held for sale	26,774		26,774		16,092		16,092
Loans, net	Loans, net	3,316,033		3,316,064		2,057,497		2,050,169		Loans, net	3,393,836		3,399,383		2,057,497		2,050,169

Financial liabilities:	Financial liabilities:									Financial liabilities:
Level 2 inputs:	Level 2 inputs:									Level 2 inputs:
Deposits	Deposits	3,996,212		3,990,205		2,592,065		2,593,910		Deposits	3,991,348		3,978,140		2,592,065		2,593,910
FHLB and other borrowings	FHLB and other borrowings	35,639		36,685		37,652		37,298		FHLB and other borrowings	34,705		35,961		37,652		37,298
Subordinated debentures	Subordinated debentures	110,998		110,998		41,238		41,238		Subordinated debentures	111,032		111,032		41,238		41,238
Accrued interest payable	Accrued interest payable	3,897		3,897		1,083		1,083		Accrued interest payable	4,367		4,367		1,083		1,083

2829

Table of Contents

Note 9: Subordinated Debentures and Trust Preferred Securities

On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors pursuant to 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 sheet and will be amortized over the life of the Notes. The Notes will initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or the early redemption date, with interest during this period payable semiannually in arrears. From and including June 15, 2025, to but excluding the maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal to Three-Month Term Secured Overnight Financing Rate plus 586 basis points, with interest during this period payable quarterly in arrears. The Company intends to use the proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.

The Notes are not redeemable by the Company, in whole or in part, prior to the fifth anniversary of the original date of issue, except that the Notes may be redeemed at any time in whole but not in part in the event of a Tier 2 Capital Event, a Tax Event, or an Investment Company Event, each as defined and described in the Notes. On or after the fifth anniversary of the original date of issue, the Notes shall be redeemable on any interest payment date at the option of the Company, in whole or in part in integral multiples of $1,000, at an amount equal to 100% of the outstanding principal amount redeemed plus accrued but unpaid interest thereon. Any partial redemption will be made on a pro rata basis as to the holders of the Notes. Any redemption of the Notes is subject to any applicable regulatory requirements and approvals.

The Company also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. These preferred capital securities have qualified as Tier I capital for the Company, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and the preferred capital securities to purchase subordinated debentures issued by the Company. These subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. The Company has fully and unconditionally guaranteed the trusts’ obligations with respect to the preferred capital securities.

The Company has the right to defer the payment of interest on the subordinated debentures at any time, or from time to time, for periods not exceeding five years. If interest payments on the subordinated debentures are deferred, the distributions on the trust preferred securities are also deferred. Interest on the subordinated debentures and distributions on the trust preferred securities are cumulative.

The following is a summary of subordinated debentures payable to statutory trusts.


(In thousands)	(In thousands)	Year of Maturity	Interest Rate	June 30, 2020		December 31, 2019		(In thousands)	Year of Maturity	Interest Rate	September 30, 2020		December 31, 2019
First Bancshares of Baton Rouge Statutory Trust I	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	—	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	0
State Capital Statutory Trust IV	State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		—		State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		0
BancPlus Statutory Trust II	BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619		BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619		BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619
State Capital Master Trust	State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		—		State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		0
				$	56,703	$	41,238				$	56,703	$	41,238

Interest rates adjust quarterly for the subordinated debentures whose rates are indexed with LIBOR. We are currently monitoring the actions of LIBOR’s regulator and the implementation of alternative reference rates in advance of the expected discontinuation of LIBOR after 2021 to determine any potential impact on the subordinated debentures.

Table of Contents

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.

~~Table of Contents~~

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 one 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, 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 1,434,625 shares of the Company's common stock at ~~June~~September 30, 2020 and December 31, 2019. 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 are released to participants proportionately as the loan is repaid. Dividends on allocated shares are recorded as dividends and charged to retained earnings. Dividends on unallocated shares that are used to repay the loan are treated as compensation expense.

The following table presents information related to the Company’s ESOP-owned shares.


(In thousands, except share data)	(In thousands, except share data)	June 30, 2020		December 31, 2019		(In thousands, except share data)	September 30, 2020		December 31, 2019
Allocated shares	Allocated shares	1,370,113		1,355,699		Allocated shares	1,377,320		1,355,699
Unearned shares	Unearned shares	64,512		78,926		Unearned shares	57,305		78,926
Total ESOP shares	Total ESOP shares	1,434,625		1,434,625		Total ESOP shares	1,434,625		1,434,625

Fair value of unearned shares	Fair value of unearned shares	$	2,710	$	4,617	Fair value of unearned shares	$	2,851	$	4,617

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 shares of common stock held by the ESOP are deducted from permanent shareholders’ equity in the 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 ~~SEC~~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~~third party to determine the maximum possible cash obligation related to these securities. Increases or decreases in the value of the cash obligation are included in a separate line item in the consolidated statement of changes shareholders’ equity. The fair value of shares held by the ESOP at ~~June~~September 30, 2020 was ~~$57.5~~$68.5 million, based on ~~our~~the Company’s previously disclosed appraised value of ~~$42.00~~$49.75 per share of common stock. The fair value at December 31, 2019 was $79.3 million, based on ~~our~~the Company’s previously disclosed appraised value of $58.50 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~~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 ~~filed a determination letter application with~~ received approval for termination from

Table of Contents

the Internal Revenue Service (“IRS”) and plans to ~~seek approval of the termination. Upon receipt of a favorable determination letter from the IRS, the Company will~~ distribute all assets held by the State Bank ESOP in accordance with its ~~terms.~~terms as soon as reasonably possible.

~~Table of Contents~~

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 are subject to a put option so long as the Company is not publicly traded and the valuation obtained for purposes of the ESOP is used to determine the put option price under the State Bank ESOP. As of ~~April 1, 2020 and June~~September 30, 2020, the State Bank ESOP held ~~229,175~~213,134 shares of Company common stock.

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 ~~intends to file~~has filed a determination letter application with the IRS to seek approval of the termination. Upon receipt of a favorable determination letter from the IRS, the Company will distribute 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. 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 ~~June~~September 30, 2020 were not material to the Company’s condensed consolidated statements of income. The Company plans to file a determination letter with the IRS to seek approval of termination. Upon receipt of a favorable determination letter from the IRS, the Company will distribute all assets held by the State Bank Pension Plan in accordance with its terms.

Note 11: Equity

In March 2019, the Company’s Board of Directors amended its Articles of Incorporation to reclassify the existing Class A Voting Common Stock and Class B Nonvoting Common Stock into a single class of $1.00 Par Value per Share Common Stock. This reclassification had no effect on share count or total shareholders’ equity. Additionally, in March 2019, the Company’s Board of Directors authorized 10,000,000 shares of preferred stock with no par value, which may be issued from time to time and in one or more classes or series upon authorization of the Board. At ~~June~~September 30, 2020 and December 31, 2019, there were 0 shares of preferred stock issued and outstanding.

Note 12: Stock Based Compensation

Under the Company’s long-term incentive program, executive officers are eligible to receive equity-based awards under the 2019 Long-Term Incentive Plan (“LTIP”). During the ~~six~~nine months ended ~~June~~September 30, 2020, restricted stock awards (“RSAs”) constituting ~~20,305~~39,155 shares of common stock were granted under the LTIP. RSAs granted under the LTIP generally vest over ~~two~~one to five years. Unvested restricted stock awards are included in the Company’s common stock outstanding. Compensation expense for RSAs granted under the LTIP is recognized over the vesting period of the awards based on the fair value of the stock at the grant date, with forfeitures recognized as they occur.

Stock based compensation that has been charged against income was ~~$685,000~~$1.1 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and ~~$98,000~~$519,000 for same period of 2019. There were 0 forfeitures during this period. As of ~~June~~September 30, 2020, there was ~~$3.3~~$3.8 million of total unrecognized compensation cost related to unvested RSAs. The cost is expected to be recognized over a remaining weighted average period of ~~3.1~~3.2 years.

3132

Table of Contents

A summary of ~~our~~the Company’s equity-based award activity and related information for ~~our~~the Company’s RSAs is as follows:


		Six Months Ended											Nine Months Ended
		June 30, 2020				June 30, 2019						September 30, 2020			September 30, 2019
		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value			Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Beginning of period	Beginning of period	69,097	$	53.67	12,693	$	53.00	Beginning of period	69,097	$	53.67	12,693	$	53.00
Granted	Granted	20,305	43.85		27,944	50.00		Granted	39,155	45.36		32,244	50.77
Vested	Vested	(16,283)	50.78		(5,480)	53.00		Vested	(17,143)	51.03		(5,480)	53.00
Forfeited	Forfeited	—	—		—	—		Forfeited	0	0		0	0
End of period	End of period	73,119	$	51.59	35,157	$	54.68	End of period	91,109	$	50.60	39,457	$	51.18

Note 13: 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"~~(“CARES”) Act. It contains substantial lending, tax and spending provisions, including the Paycheck Protection Program (“PPP”), a $349 billion program designed to aid small and medium-sized businesses through federally guaranteed loans distributed by banks. ~~These~~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 loan applications was August 8, 2020. The PPP loans are intended to guarantee eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. The Small Business Administration (“SBA”). manages and backs the PPP. If a loan is fully forgiven, SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, the loan is guaranteed by SBA. In order to obtain loan forgiveness, a PPP borrower must submit a forgiveness application to ~~us,~~the Company, which wethe Company must review and forward to the SBA. The SBA ~~is expected to begin accepting~~began approving forgiveness applications on August 10, 2020. ~~On April 24,~~The Company began submitting forgiveness applications during the third quarter of 2020 ~~Congress enacted the Paycheck Protection Program~~ and ~~Healthcare Enhancement Act~~received its first approval subsequent to ~~among other things, increase the available funding by $310 billion to a new total~~September 30, 2020. As of ~~$659 billion. The statute did not change the PPP loan application deadline of June~~September 30, 2020, ~~set by~~ the ~~CARES Act. As of June 30, 2020, we~~Company held ~~approximately 3,944~~4,243 loans for customers under the PPP, totaling approximately ~~$290.6~~$298.0 million. The loans have maturities ranging from ~~June~~April 2022 to ~~June~~August 2025. ~~We expect~~The Company expects to recognize total fee income of approximately ~~$11.3~~$11.7 million over the lives of the loans.

The CARES Act also provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic ~~forbearance.~~forbearance for federally backed mortgage loans. The federal banking agencies also have encouraged banks to work with their borrowers to modify loans as may be appropriate. As of ~~June~~September 30, 2020, wethe Company had granted temporary modifications on ~~approximately 2,686~~2,612 loans totaling approximately ~~$893~~$897 million, or ~~27%~~26% of total loans, primarily secured by 1-4 family residences and multi-tenant retail commercial real estate. As of September 30, 2020, 66 loans totaling $100.7 million, or 3% 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. All references to “BankPlus” or “the Bank” refer to BankPlus, our wholly-owned subsidiary.

The following discussion and analysis of BancPlus’ financial condition and results of operations should be read in conjunction with the unaudited 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 Corporation (“BancPlus,” the “Company,” “we,” “us” or “our”).~~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~~management’s outlook

Table of Contents

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 ~~are~~ often, but not always, are preceded by, followed by or ~~that~~ otherwise include

~~Table of Contents~~

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. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. 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 (“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;

•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;

•our ability to successfully integrate State Capital Corp. and State Bank & Trust Company into our business;

•our ability to prudently manage our growth and execute our strategy;

•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 and ~~neighboring markets;~~Louisiana;

•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;

•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 slowdowns in economic growth, including as a result of the COVID-19 pandemic;

•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;

•deterioration of our asset quality;

•changes in the value of collateral securing our loans;

•changes in the laws, rules, regulations, interpretations, policies or stimulus programs relating to financial institution, 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, particularly 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;

•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;

3334

Table of Contents

•natural disasters 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 titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations.”~~Operations” in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, 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 Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2020 and June 30, 2020, 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 ~~June~~September 30, 2020, we operated 80 branch offices across Mississippi, Louisiana, and Alabama. 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 ~~June~~September 30, 2020, BancPlus held $4.0 billion of total deposits, and our deposit base consisted of ~~95.6%~~95.4% core deposits with a total deposit cost of ~~0.40%~~0.38%. Our loan portfolio was comprised of ~~75.2%~~76.1% commercial loans and ~~24.8%~~23.9% 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, and we believe we are well-positioned for future growth.

2020 Highlights

•Net income for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$14.9~~$27.5 million compared with ~~$18.9~~$27.7 million for the same period of 2019

•Diluted earnings per share for the ~~six~~nine months ended ~~June~~September 30, 2020 were ~~$1.68,~~$2.96, compared with ~~$2.49~~$3.64 for the same period of ~~last year~~2019

•Net interest income was ~~$66.1~~$108.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared with ~~$51.2~~$77.0 million for the same period of 2019

•Total loans held for investment were ~~$3.34~~$3.42 billion at ~~June~~September 30, 2020 compared with $2.08 billion at December 31, 2019

Recent Developments

Merger with State Capital Corp. (“SCC”)

On April 1, 2020, we completed our previously announced merger with SCC, the holding company of State Bank & Trust Company (“State Bank”). See Note 3 Business Combination to our Condensed Consolidated Financial Statements for more information on the merger.

Impact of COVID-19

In the first quarter of 2020, the outbreak of ~~the novel coronavirus (“COVID-19”)~~COVID-19 was declared a pandemic by the World Health Organization. The President declared a National Emergency on March 13, 2020. The spread of COVID-19 has created a global public health crisis

Table of Contents

that has resulted in unprecedented uncertainty, volatility and disruption in financial markets. The federal, state, and local governmental response to the pandemic ~~has~~ included orders closing non-essential businesses and directing individuals to restrict their movements, wear face coverings in public settings, observe social distancing and stay at home. Our

~~Table of Contents~~

markets continue to see rising cases as of the date of this filing. All of our branches across Mississippi, Louisiana, and Alabama are currently operating by drive-thru and appointment only, and many are subject to mandates requiring face coverings in public settings. We have provided face coverings and hand sanitizer to all employees, implemented social distancing rules in our branches and administrative offices and encouraged employees who can work from home to do so. Additionally, employees are required to complete a daily COVID-19 exposure and symptoms questionnaire prior to reporting to work.

As a result of COVID-19 and the response to it, we ~~have seen~~saw rapid decreases in commercial and consumer activity and temporary closures of many businesses resulting in loss of revenues, a rapid increase in unemployment, disrupted global supply chains, market downturns and volatility, changes in consumer behavior related to pandemic fears, and related emergency response legislation. The Federal Reserve has said it expects to maintain a low interest rate environment for the foreseeable future. These changes have had a significant adverse effect on the markets in which we conduct our business and the demand for our products and services.

On March 27, 2020, Congress enacted the ~~Coronavirus Aid, Relief, and Economic Security ("CARES")~~CARES Act. It contains substantial lending, tax and spending provisions intended to address the economic impact of the COVID-19 pandemic, including the ~~Paycheck Protection Program (“PPP”),~~PPP, a $349 billion program designed to aid small and medium-sized businesses through federally guaranteed loans distributed by banks. ~~These~~On April 24, 2020, Congress enacted the Enhancement Act, among other things, increase the available funding by $310 billion to a new total of $659 billion. The deadline for loan applications was August 8, 2020. The PPP loans are intended to guarantee eight weeks of payroll and other costs to help those businesses remain viable and allow their workers to pay their bills. The Small Business Administration (“SBA”). manages and backs the PPP. If a loan is fully forgiven, SBA will repay the lending bank in full. If a loan is partially forgiven or not forgiven at all, a bank must look to the borrower for repayment of unforgiven principal and interest. If the borrower defaults, the loan is guaranteed by SBA. In order to obtain loan forgiveness, a PPP borrower must submit a forgiveness application to us, which we must review and forward to the SBA. The SBA ~~is expected to begin accepting~~began approving forgiveness applications on August 10, 2020. ~~On April 24,~~We began submitting forgiveness applications during the third quarter of 2020 ~~Congress enacted the Paycheck Protection Program~~ and ~~Healthcare Enhancement Act~~received our first approval subsequent to ~~among other things, increase the available funding by $310 billion to a new total of $659 billion. The statute did not change the PPP loan application deadline of June~~September 30, ~~2020, set by the CARES Act.~~2020. As of ~~June~~September 30, 2020, we held ~~approximately 3,944~~4,243 loans for customers under the PPP totaling approximately ~~$290.6~~$298.0 million. The loans have maturities ranging from ~~June~~April 2022 to ~~June~~August 2025. We expect to recognize total fee income of approximately ~~$11.3~~$11.7 million over the lives of the loans.

The CARES Act also provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance for federally backed mortgage loans. The federal banking agencies also have encouraged banks to work with their borrowers to modify loans as may be appropriate. As of ~~June~~September 30, 2020, we have granted ~~approximately 2,686~~2,612 temporary loan modifications, totaling approximately ~~$893~~$897 million, or ~~27%~~26% of total loans, primarily secured by 1-4 family residences and multi-tenant retail commercial real estate. As of September 30, 2020, 66 loans totaling $100.7 million, or 3% of the Company’s loan portfolio, were still in deferment.

The continuation of the economic effects of the COVID-19 pandemic and actions taken in response to it, including the impacts of loan ~~forbearances~~forbearance and other provisions of the CARES Act and other federal and state measures, have had and may in the future have an adverse impact on our business and results of operations and the operations of our borrowers, customers and business partners. The uncertainty regarding the duration of the pandemic, including waves of the pandemic and the timing of a widely available vaccine, and the resulting economic disruption has caused increased market volatility and a significant decrease in consumer confidence and business generally, and has led to an economic recession. ~~Although the~~The ultimate impact of these factors over the longer term is uncertain and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. However, the decline in economic conditions generally and a prolonged negative impact on small to ~~medium sized~~medium-sized businesses, in particular, due to COVID-19 is likely to result in an adverse effect to our business, financial condition and results of operations in future periods. For more information about these risks and uncertainties, see “Item 1A. Risk Factors.”

Results of Operations

The following discussion of BancPlus’ results of operations compares the three and ~~six~~nine months ended ~~June~~September 30, 2020 to the three and ~~six~~nine months ended ~~June~~September 30, 2019. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2020 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2020.

Table of Contents

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

~~Table of Contents~~

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~~maintains.

For the three months ended ~~June~~September 30, 2020, net interest income was ~~$40.8~~$41.9 million, an increase of ~~$15.1~~$16.0 million, or ~~59.1%~~61.9%, compared to net interest income of ~~$25.6~~$25.9 million for the three months ended ~~June~~September 30, 2019. The increase in net interest income was primarily the result of increased interest earning assets as a result of our merger with SCC.

Net interest margin for the three months ended ~~June~~September 30, 2020 increased 2116 basis points to ~~4.01%~~4.02% from ~~3.80%~~3.86% for the same period of 2019 as the effect of the lower interest rate environment on our interest-bearing liabilities outpaced that of our interest earning assets this quarter primarily due to the merger with SCC.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net interest income was ~~$66.1~~$108.0 million, an increase of ~~$14.9~~$30.9 million, or ~~29.1%~~40.1%, compared to net interest income of ~~$51.2~~$77.0 million for the same period in 2019. The increase in net interest income was largely attributable to an increase in interest earning assets as a result of our merger with SCC.

For the ~~six~~nine months ended ~~June~~September 30, 2020, net interest margin was ~~3.82%~~3.90%, ~~a a decrease~~an increase of 25 basis points compared to ~~3.84%~~3.85% for the same period of 2019.

Our average interest earning assets at ~~June~~September 30, 2020, increased ~~$790.4 million,~~$1.02 billion, or ~~29.65%~~38.31%, to ~~$3.46~~$3.69 billion from $2.67 billion at ~~June~~September 30, 2019. BancPlus’ average interest-bearing liabilities increased ~~$539.1~~$684.2 million, or ~~26.90%~~34.24%, to ~~$2.54~~$2.68 billion at ~~June~~September 30, 2020, from $2.00 billion at ~~June~~September 30, 2019. This increase in BancPlus’ average interest earning assets and interest-bearing liabilities was primarily due to our merger with SCC. The ratio of BancPlus’ average interest earning assets to average interest-bearing liabilities was ~~135.9%~~137.7% and ~~133.0%~~133.7% for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

BancPlus’ average interest earning assets produced a tax-equivalent yield of 4.47% and ~~4.37%~~4.41% for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~4.61%~~4.68% and ~~4.62%~~4.64% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. The average rate paid on interest-bearing liabilities was 0.63% and ~~0.75%~~0.70% for the three and ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~1.09%~~1.11% and ~~1.04%~~1.06% for the three and ~~six~~nine months ended ~~June~~September 30, 2019, respectively. These year over year decreases in yields reflect the current low interest rate environment.

Average Balances and Yields

The following tables show, for the three and ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, 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.

Three Months Ended June 30,
2020 2019
(Dollars in thousands) Average Balance Interest & Fees
Yield / Rate ⁽⁴⁾
Average Balance Interest & Fees
Yield / Rate ⁽⁴⁾
ASSETS:
Interest earning assets:
Cash investments:
Interest-bearing cash deposits $ 251,077 $ 50 0.08 % $ 206,371 $ 1,299 2.52 %
Federal funds sold 68,871 33 0.19 % 2,600 18 2.77 %
319,948 83 0.10 % 208,971 1317 2.52 %
Investment securities:

~~Table of Contents~~

Taxable investment securities 391,754 2,012 2.05 % 226,026 1,382 2.45 %
Tax-exempt investment securities 104,507 606 2.32 % 143,410 914 2.55 %
Total securities 496,261 2,618 2.11 % 369,436 2,296 2.49 %
Loans ⁽¹⁾
3,246,637 42,719 5.26 % 2,119,003 27,490 5.19 %
Federal Home Loan Bank stock 5,826 22 1.51 % 2,534 18 2.84 %
Total interest earning assets 4,068,672 45,442 4.47 % 2,699,944 31,121 4.61 %
Noninterest earning assets 345,236 236,257
Total assets $ 4,413,908 $ 2,936,201
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits $ 1,255,135 $ 1,507 0.48 % $ 1,008,824 $ 2,454 0.97 %
Savings and money market deposits 866,027 613 0.28 % 539,421 1,075 0.80 %
Time deposits 739,974 1,695 0.92 % 384,618 1,280 1.33 %
Federal funds purchased — — — % 10 — — %
FHLB advances 24,976 79 1.27 % 21,188 81 1.53 %
Other borrowings 15,596 150 3.85 % 19,087 184 3.86 %
Subordinated debentures 69,829 620 3.55 % 41,238 417 4.04 %
Total interest-bearing liabilities 2,971,537 4,664 0.63 % 2,014,386 5,491 1.09 %
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits 1,025,474 634,419
Other noninterest-bearing liabilities 84,284 52,243
Total noninterest-bearing liabilities 1,109,758 686,662
Shareholders’ equity ⁽⁶⁾
332,613 235,153
Total liabilities and shareholders’ equity $ 4,413,908 $ 2,936,201
Net interest income/net interest margin ⁽²⁾
40,778 4.01 % 25,630 3.80 %
Net interest spread ⁽⁵⁾
3.84 % 3.52 %
Taxable equivalent adjustment:
Tax-exempt investment securities ⁽³⁾
195 295
Net interest income/net interest margin ⁽²⁾
$ 40,973 4.03 % $ 25,925 3.84 %

Table of Contents


		Six Months Ended June 30,																							Three Months Ended September 30,
		2020										2019											2020				2019
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate ⁽⁴⁾		Average Balance		Interest & Fees		Yield / Rate ⁽⁴⁾		(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & 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 deposits	Interest-bearing cash deposits	$	285,489	$	971	0.68	%	$	185,656	$	2,047	2.21	%	Interest-bearing cash deposits	$	278,871	$	75	0.11	%	$	210,504	$	1,134	2.15	%
Federal funds sold	Federal funds sold	60,558		210		0.69	%	1,307		18		2.75	%	Federal funds sold	44,307		31		0.28	%	—		—		—	%
		346,047		1,181		0.68	%	186,963		2,065		2.21	%		323,178		106		0.13	%	210,504		1,134		2.15	%
Investment securities:	Investment securities:													Investment securities:
Taxable investment securities	Taxable investment securities	324,316		3,342		2.06	%	225,119		2,639		2.34	%	Taxable investment securities	345,536		1,815		2.10	%	206,262		1,187		2.30	%
Tax-exempt investment securities	Tax-exempt investment securities	112,923		1,369		2.42	%	148,165		1,862		2.51	%	Tax-exempt investment securities	98,198		573		2.33	%	136,761		880		2.57	%
Total securities	Total securities	437,239		4,711		2.15	%	373,284		4,501		2.41	%	Total securities	443,734		2,388		2.15	%	343,023		2,067		2.41	%
Loans ⁽¹⁾	Loans ⁽¹⁾	2,668,332		69,626		5.22	%	2,102,708		54,968		5.23	%	Loans (1)	3,395,441		44,083		5.19	%	2,126,742		28,181		5.30	%
Federal Home Loan Bank stock	Federal Home Loan Bank stock	4,206		36		1.71	%	2,518		51		4.05	%	Federal Home Loan Bank stock	5,025		7		0.56	%	2,552		18		2.82	%
Total interest earning assets	Total interest earning assets	3,455,824		75,554		4.37	%	2,665,473		61,585		4.62	%	Total interest earning assets	4,167,378		46,584		4.47	%	2,682,821		31,400		4.68	%
Noninterest earning assets	Noninterest earning assets	285,286						245,866						Noninterest earning assets	378,971						231,220
Total assets	Total assets	$	3,741,110					$	2,911,339					Total assets	$	4,546,349					$	2,914,041

LIABILITIES AND SHAREHOLDERS’ EQUITY:	LIABILITIES AND SHAREHOLDERS’ EQUITY:																	LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	1,155,532	$	3,377	0.58	%	$	1,009,346	$	4,638	0.92	%	Interest-bearing transaction deposits	$	1,213,970	$	1,313	0.43	%	$	972,368	$	2,325	0.96	%
Savings and money market deposits	Savings and money market deposits	730,093		1,617		0.44	%	524,489		1,939		0.74	%	Savings and money market deposits	876,706		357		0.16	%	547,220		1,123		0.82	%
Time deposits	Time deposits	563,075		3,073		1.09	%	388,608		2,458		1.27	%	Time deposits	719,566		1,523		0.85	%	385,333		1,417		1.47	%
Federal funds purchased	Federal funds purchased	302		2		1.32	%	5		—		—	%	Federal funds purchased	—		—		—	%	—		—		—	%
FHLB advances	FHLB advances	22,979		159		1.38	%	21,224		162		1.53	%	FHLB advances	20,725		79		1.52	%	21,119		81		1.53	%
Other borrowings	Other borrowings	16,019		308		3.85	%	19,521		374		3.83	%	Other borrowings	14,723		144		3.91	%	18,204		178		3.91	%
Subordinated debentures	Subordinated debentures	55,534		945		3.40	%	41,238		848		4.11	%	Subordinated debentures	110,982		1,276		4.60	%	41,238		399		3.87	%
Total interest-bearing liabilities	Total interest-bearing liabilities	2,543,534		9,481		0.75	%	2,004,431		10,419		1.04	%	Total interest-bearing liabilities	2,956,672		4,692		0.63	%	1,985,482		5,523		1.11	%
Noninterest-bearing liabilities:	Noninterest-bearing liabilities:													Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	Noninterest-bearing transaction deposits	833,607						623,816						Noninterest-bearing transaction deposits	1,175,118						632,937
Other noninterest-bearing liabilities	Other noninterest-bearing liabilities	69,995						51,802						Other noninterest-bearing liabilities	71,018						54,110
Total noninterest-bearing liabilities	Total noninterest-bearing liabilities	903,602						675,618						Total noninterest-bearing liabilities	1,246,136						687,047
Shareholders’ equity ⁽⁶⁾	Shareholders’ equity ⁽⁶⁾	293,974						231,290						Shareholders’ equity (6)	343,541						241,512
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	3,741,110					$	2,911,339					Total liabilities and shareholders’ equity	$	4,546,349					$	2,914,041
Net interest income/net interest margin ⁽²⁾	Net interest income/net interest margin ⁽²⁾			66,073		3.82	%			51,166		3.84	%	Net interest income/net interest margin (2)			41,892		4.02	%			25,877		3.86	%
Net interest spread ⁽⁵⁾	Net interest spread ⁽⁵⁾					3.63	%					3.58	%	Net interest spread (5)					3.84	%					3.57	%
Taxable equivalent adjustment:	Taxable equivalent adjustment:													Taxable equivalent adjustment:
Tax-exempt investment securities ⁽³⁾	Tax-exempt investment securities ⁽³⁾			441						601				Tax-exempt investment securities (3)			184						284
Net interest income/net interest margin ⁽²⁾	Net interest income/net interest margin ⁽²⁾			$	66,514	3.85	%			$	51,767	3.88	%	Net interest income/net interest margin (2)			$	42,076	4.04	%			$	26,161	3.90	%

(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 2020 and 2019.

(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.

Table of Contents

(6)Includes Employee Stock Ownership (“ESOP”)-owned shares.


	Nine Months Ended September 30,
	2020						2019
(Dollars in thousands)	Average Balance		Interest & Fees		Yield / Rate (4)		Average Balance		Interest & Fees		Yield / Rate (4)
ASSETS:
Interest earning assets:
Cash investments:
Interest-bearing cash deposits	$	283,267	$	1,046	0.49	%	$	194,030	$	3,182	2.19	%
Federal funds sold	55,101		241		0.58	%	867		18		2.77	%
	338,368		1,287		0.51	%	194,897		3,200		2.19	%
Investment securities:
Taxable investment securities	392,228		5,157		1.75	%	218,764		3,826		2.33	%
Tax-exempt investment securities	47,192		1,942		5.49	%	144,322		2,742		2.53	%
Total securities	439,420		7,099		2.15	%	363,086		6,568		2.41	%
Loans (1)	2,912,471		113,710		5.21	%	2,110,808		83,149		5.25	%
Federal Home Loan Bank stock	4,481		42		1.25	%	2,530		68		3.58	%
Total interest earning assets	3,694,740		122,138		4.41	%	2,671,321		92,985		4.64	%
Noninterest earning assets	316,742						240,765
Total assets	$	4,011,482					$	2,912,086

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,175,152	$	4,691	0.53	%	$	996,886	$	6,962	0.93	%
Savings and money market deposits	779,321		1,973		0.34	%	532,150		3,062		0.77	%
Time deposits	615,619		4,595		1.00	%	387,504		3,876		1.33	%
Federal funds purchased	201		2		1.33	%	3		—		—	%
FHLB advances	22,222		239		1.43	%	21,188		243		1.53	%
Other borrowings	15,585		453		3.88	%	19,077		551		3.85	%
Subordinated debentures	74,151		2,220		3.99	%	41,238		1,248		4.04	%
Total interest-bearing liabilities	2,682,251		14,173		0.70	%	1,998,046		15,942		1.06	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	948,275						626,890
Other noninterest-bearing liabilities	70,339						52,415
Total noninterest-bearing liabilities	1,018,614						679,305
Shareholders’ equity (6)	310,617						234,735
Total liabilities and shareholders’ equity	$	4,011,482					$	2,912,086
Net interest income/net interest margin (2)			107,965		3.90	%			77,043		3.85	%
Net interest spread (5)					3.70	%					3.58	%
Taxable equivalent adjustment:
Tax-exempt investment securities (3)			638						885
Net interest income/net interest margin (2)			$	108,603	3.92	%			$	77,928	3.89	%

(1)Average loan balances include nonaccrual loans.

(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 2020 and 2019.

Table of Contents

(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.

(6)Includes ~~Employee Stock Ownership (“ESOP”)-owned~~ESOP-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 June 30, 2020 Compared with Three Months Ended June 30, 2019													Three Months Ended September 30, 2020 Compared with Three Months Ended September 30, 2019
		Change Due To:										Change Due To:
(Dollars in thousands)	(Dollars in thousands)	Volume		Rate		Interest Variance				(Dollars in thousands)	Volume			Rate

Interest earning assets:	Interest earning assets:							Interest earning assets:
Cash investments	Cash investments	$	30	$	(1,263)	$	(1,233)	Cash investments	$	37		$	(1,065)		$	(1,028)
Investment securities:	Investment securities:							Investment securities:
Taxable investment securities	Taxable investment securities	851		(221)		630		Taxable investment securities	731			(103)			628
Tax-exempt investment securities	Tax-exempt investment securities	(227)		(81)		(308)		Tax-exempt investment securities	(224)			(83)			(307)
Total securities	Total securities	624		(302)		322		Total securities	507			(186)			321
Loans, net	Loans, net	14,837		392		15,229		Loans, net	16,471			(569)			15,902
Federal Home Loan Bank stock	Federal Home Loan Bank stock	12		(9)		3		Federal Home Loan Bank stock	3			(14)			(11)
Total interest earning assets	Total interest earning assets	$	15,503	$	(1,182)	$	14,321	Total interest earning assets	$	17,018		$	(1,834)		$	15,184

Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	296	$	(1,243)	$	(947)	Interest-bearing transaction deposits	$	261		$	(1,273)		$	(1,012)
Savings and money market deposits	Savings and money market deposits	231		(693)		(462)		Savings and money market deposits	134			(900)			(766)
Time deposits	Time deposits	814		(399)		415		Time deposits	707			(601)			106
Federal funds purchased		—		—		—
Repurchase agreements		—		—		—
FHLB advances	FHLB advances	12		(14)		(2)		FHLB advances	(1)			(1)			(2)
Other borrowings	Other borrowings	(34)		—		(34)		Other borrowings	(34)			1			(33)
Subordinated debentures	Subordinated debentures	254		(51)		203		Subordinated debentures	801			75			876
Total interest-bearing liabilities	Total interest-bearing liabilities	$	1,573	$	(2,400)	$	(827)	Total interest-bearing liabilities	$	1,868		$	(2,699)		$	(831)
Net interest income	Net interest income	$	13,930	$	1,218	$	15,148	Net interest income	$	15,150		$	865		$	16,015

3940

Table of Contents


		Six Months Ended June 30, 2020 Compared with Six Months Ended June 30, 2019													Nine Months Ended September 30, 2020 Compared with Nine Months Ended September 30, 2019
		Change Due To:										Change Due To:
(Dollars in thousands)	(Dollars in thousands)	Volume		Rate		Interest Variance				(Dollars in thousands)	Volume			Rate

Interest earning assets:	Interest earning assets:							Interest earning assets:
Cash investments	Cash investments	$	543	$	(1,426)	$	(883)	Cash investments	$	545		$	(2,458)		$	(1,913)
Investment securities:	Investment securities:							Investment securities:
Taxable investment securities	Taxable investment securities	1,022		(319)		703		Taxable investment securities	2,281			(950)			1,331
Tax-exempt investment securities	Tax-exempt investment securities	(428)		(65)		(493)		Tax-exempt investment securities	(3,997)			3,197			(800)
Total securities	Total securities	594		(384)		210		Total securities	(1,716)			2,247			531
Loans, net	Loans, net	14,759		(101)		14,658		Loans, net	31,299			(738)			30,561
Federal Home Loan Bank stock	Federal Home Loan Bank stock	14		(30)		(16)		Federal Home Loan Bank stock	18			(44)			(26)
Total interest earning assets	Total interest earning assets	$	15,910	$	(1,941)	$	13,969	Total interest earning assets	$	30,146		$	(993)		$	29,153

Interest-bearing liabilities:	Interest-bearing liabilities:							Interest-bearing liabilities:
Interest-bearing transaction deposits	Interest-bearing transaction deposits	$	427	$	(1,688)	$	(1,261)	Interest-bearing transaction deposits	$	712		$	(2,983)		$	(2,271)
Savings and money market deposits	Savings and money market deposits	455		(777)		(322)		Savings and money market deposits	626			(1,715)			(1,089)
Time deposits	Time deposits	952		(337)		615		Time deposits	1,703			(984)			719
Federal funds purchased	Federal funds purchased	2		—		2		Federal funds purchased	2			—			2
Repurchase agreements		—		—		—
FHLB advances	FHLB advances	12		(15)		(3)		FHLB advances	11			(15)			(4)
Other borrowings	Other borrowings	(67)		1		(66)		Other borrowings	(102)			4			(98)
Subordinated debentures	Subordinated debentures	243		(146)		97		Subordinated debentures	985			(13)			972
Total interest-bearing liabilities	Total interest-bearing liabilities	$	2,024	$	(2,962)	$	(938)	Total interest-bearing liabilities	$	3,937		$	(5,706)		$	(1,769)
Net interest income	Net interest income	$	13,886	$	1,021	$	14,907	Net interest income	$	26,209		$	4,713		$	30,922

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 ~~June~~September 30, 2020, the provision for loan losses was ~~$2.9~~$4.7 million compared to ~~$324,000~~$498,000 for the same period of 2019, an increase of ~~$2.5~~$4.2 million, or ~~779.6%~~838.0%.

The provision for loan losses was ~~$3.0~~$7.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020, and ~~$612,000~~$1.1 million for the ~~six~~nine months ended ~~June~~September 30, 2019, an increase of ~~$2.4~~$6.6 million, or ~~395.9%~~594.2%. The increase for both the three and nine month periods is primarily attributable to the 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.

The allowance for loan losses at ~~June~~September 30, 2020 was ~~$24.1~~$26.8 million, or ~~0.72%~~0.78% of total loans, compared to ~~$23.8~~$22.6 million, or ~~1.13%~~1.06% of total loans at ~~June~~September 30, 2019. The decrease in allowance as a percentage of total loans was primarily due to the increase in total loans as a result of the merger with SCC, partially offset by increased provision for loan losses for the ~~six~~nine months ended ~~June~~September 30, 2020. In light of the economic effects 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, we expect that provision for loan losses in future periods may increase significantly.

Noninterest Income

Noninterest income consists of, among other things: (i) service charges and other fees on deposit accounts; (ii) mortgage origination income; (iii) debit card interchange fees; (iv) wealth management service fees; (v) ATM network income; and (vi) other noninterest income. BancPlus’ income from service charges on deposit accounts and debit card interchange fees are largely

4041

Table of Contents

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.

Noninterest income was ~~$12.6~~$18.6 million for the three months ended ~~June~~September 30, 2020, compared to ~~$14.4~~$14.8 million for the same period of 2019, ~~a decrease~~an increase of ~~$1.9~~$3.9 million, or ~~13.1%~~26.2%, primarily due to ~~decreases~~an increase in other income of $2.2 million, or 273.1%, as a result of a $1.1 million bargain purchase gain on the acquisition of SCC and income from equity method investments. This increase in noninterest income was partially offset by a decrease in service charges on deposit accounts of ~~$2.4~~$1.5 million, or ~~35.2%~~21.3%, partially offset by an increase in mortgage origination income of ~~$773,000,~~$1.5 million, or ~~69.3%~~116.3%. The decrease in service charges on deposit accounts is primarily attributable to increased customer liquidity as a result of the various economic stimulus programs and reduced consumer spending as a result of quarantine restrictions put in place due to ~~COVID-19.~~the COVID-19 pandemic. The increase in mortgage origination income was driven by increased mortgage refinancing activity resulting from the lower interest rate environment in the ~~second~~third quarter of 2020. The remainder of the increase in noninterest income for the quarter is attributable to year over year increases in ATM income and debit card interchange, totaling $954,000, which resulted from our merger with SCC, and a $577,000 increase in Community Development Financial Institution (“CDFI”) grants in the current year period.

The following table presents the major components of noninterest income for three months ended ~~June~~September 30, 2020, compared to the three months ended ~~June~~September 30, 2019:


		Three Months Ended June 30,															Three Months Ended September 30,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		$ Change		% Change		(Dollars in thousands)	2020		2019		$ Change		% Change
Noninterest income:	Noninterest income:									Noninterest income:
Service charges on deposit accounts	Service charges on deposit accounts	$	4,454	$	6,870	$	(2,416)	(35.2)	%	Service charges on deposit accounts	$	5,690	$	7,232	$	(1,542)	(21.3)	%
Mortgage origination income	Mortgage origination income	1,888		1,115		773		69.3	%	Mortgage origination income	2,827		1,307		1,520		116.3	%
Debit card interchange	Debit card interchange	2,056		1,595		461		28.9	%	Debit card interchange	1,909		1,577		332		21.1	%
Income from fiduciary activities	Income from fiduciary activities	1,052		1,241		(189)		(15.2)	%	Income from fiduciary activities	1,155		1,190		(35)		(2.9)	%
ATM income	ATM income	1,124		1,176		(52)		(4.4)	%	ATM income	1,754		1,132		622		54.9	%
Brokerage and insurance fees and commissions	Brokerage and insurance fees and commissions	852		870		(18)		(2.1)	%	Brokerage and insurance fees and commissions	957		876		81		9.2	%
Life insurance income	Life insurance income	564		413		151		36.6	%	Life insurance income	566		407		159		39.1	%
CDFI grants	CDFI grants	—		—		—		—	%	CDFI grants	823		246		577		234.6	%
Other income	Other income	567		1,163		(596)		(51.2)	%	Other income	2,944		789		2,155		273.1	%
Total	Total	$	12,557	$	14,443	$	(1,886)	(13.1)	%	Total	$	18,625	$	14,756	$	3,869	26.2	%

Noninterest income was ~~$26.8~~$45.4 million for the first ~~six~~nine months of 2020, compared to ~~$27.9~~$42.6 million for the first ~~six~~nine months of 2019, ~~a decrease~~an increase of ~~$1.1~~$2.8 million, or ~~4.0%~~6.5%, primarily due to an increase in other income of $2.1 million, or 72.6%, as a result of a $1.1 million bargain purchase gain on the merger with SCC and income from equity method investments. This increase in noninterest income was partially offset by a decrease in service charges on deposit accounts of ~~$2.5~~$4.0 million, or 19.5%, partially offset by an increase in mortgage origination income of ~~$1.3~~$2.8 million, or ~~69.1%~~88.5%. The decrease in service charges on deposit accounts is primarily attributable to increased customer liquidity as a result of the various economic stimulus programs and reduced consumer spending as a result of quarantine restrictions put in place due to ~~COVID-19.~~the COVID-19 pandemic. The increase in mortgage origination income was driven by increased mortgage refinancing activity resulting from the lower interest rate environment in the first ~~half~~three quarters of 2020. The remainder of the increase in noninterest income for the period is attributable to year over year increases in ATM income and debit card interchange, totaling $1.2 million, which resulted from our merger with SCC, and a $577,000 increase in CDFI grants in the current year period.

Table of Contents

The following table presents the major components of noninterest income for the ~~six~~nine months ended ~~June~~September 30, 2020, compared to the ~~six~~nine months ended ~~June~~September 30, 2019:


		Six Months Ended June 30,															Nine Months Ended September 30,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		$ Change		% Change		(Dollars in thousands)	2020		2019		$ Change		% Change
Noninterest income:	Noninterest income:									Noninterest income:
Service charges on deposit accounts	Service charges on deposit accounts	$	10,984	$	13,484	$	(2,500)	(18.5)	%	Service charges on deposit accounts	$	16,674	$	20,716	$	(4,042)	(19.5)	%
Mortgage origination income	Mortgage origination income	3,147		1,862		1,285		69.0	%	Mortgage origination income	5,974		3,169		2,805		88.5	%
Debit card interchange	Debit card interchange	3,503		3,170		333		10.5	%	Debit card interchange	5,412		4,747		665		14.0	%
Income from fiduciary activities	Income from fiduciary activities	2,165		2,433		(268)		(11.0)	%	Income from fiduciary activities	3,320		3,623		(303)		(8.4)	%
ATM income	ATM income	2,220		2,269		(49)		(2.2)	%	ATM income	3,974		3,401		573		16.8	%
Brokerage and insurance fees and commissions	Brokerage and insurance fees and commissions	1,824		1,775		49		2.8	%	Brokerage and insurance fees and commissions	2,781		2,651		130		4.9	%
Life insurance income	Life insurance income	959		819		140		17.1	%	Life insurance income	1,525		1,226		299		24.4	%
CDFI grants										CDFI grants	823		246		577		234.6	%
Other income	Other income	1,955		2,049		(94)		(4.6)	%	Other income	4,899		2,838		2,061		72.6	%
Total	Total	$	26,757	$	27,861	$	(1,104)	(4.0)	%	Total	$	45,382	$	42,617	$	2,765	6.5	%

~~Table of Contents~~

Noninterest Expense

Noninterest expense includes, among other things: (i) salaries and employee benefits; (ii) occupancy expenses; (iii) furniture and equipment expenses; (iv) data processing expenses; (v) marketing and promotional expenses; (vi) other real estate expenses; and (vii) other expenses.

Salaries and employee benefits include compensation, employee benefits and tax expenses for BancPlus’ personnel. 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 include taxes, insurance, maintenance and other expenses related to BancPlus’ foreclosed properties. Other expenses include expenses associated with Federal Deposit Insurance Corporation (“FDIC”) assessments, Mississippi Department of Banking and Consumer Finance (“MDBCF”) assessments, consulting and legal fees, communications, travel, meals, training, supplies and postage. Noninterest expenses generally increase as BancPlus grows its business. Noninterest expenses have increased commensurate with growth over the past few years as BancPlus has grown organically and as 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.

For the three months ended ~~June~~September 30, 2020, noninterest expense totaled ~~$40.8~~$39.9 million, a ~~$12.7~~$10.7 million, or ~~45.0%~~36.4%, increase from ~~$28.2~~$29.3 million for the three months ended ~~June~~September 30, 2019. This increase was primarily due to increases in salaries and employee benefits of ~~$8.4~~$6.5 million, furniture, equipment and data processing of ~~$1.9~~$2.1 million, other expenses of $782,000 and professional fees of ~~$1.6 million.~~$546,000.

The following table presents the major components of noninterest expense for the three months ended ~~June~~September 30, 2020 compared to the three months ended ~~June~~September 30, 2019:

Three Months Ended June 30,
(Dollars in thousands) 2020 2019 $ Change % Change
Noninterest expense:
Salaries and employee benefits $ 24,572 $ 16,139 $ 8,433 52.3 %
Net occupancy expenses 3,387 2,899 488 16.8 %
Furniture, equipment and data processing expenses 5,589 3,696 1,893 51.2 %
Marketing and promotional expenses 863 891 (28) (3.1) %
Other real estate expenses and losses 82 126 (44) (34.9) %
Professional fees 2,337 735 1,602 218.0 %
Other expenses 4,010 3,686 324 8.8 %
Total $ 40,840 $ 28,172 $ 12,668 45.0 %

4243

Table of Contents


	Three Months Ended September 30,
(Dollars in thousands)	2020		2019		$ Change		% Change
Noninterest expense:
Salaries and employee benefits	$	23,162	$	16,592	$	6,570	39.6	%
Net occupancy expenses	3,459		2,994		465		15.5	%
Furniture, equipment and data processing expenses	5,801		3,653		2,148		58.8	%
Marketing and promotional expenses	1,000		847		153		18.1	%
Other real estate expenses and losses	230		234		(4)		(1.7)	%
Professional fees	1,651		1,105		546		49.4	%
Other expenses	4,609		3,828		781		20.4	%
Total	$	39,912	$	29,253	$	10,659	36.4	%

Salaries and employee benefits expense is the largest component of noninterest expense, representing ~~60.2%~~58.0% and ~~57.3%~~56.7% of total noninterest expense for the three months ended ~~June~~September 30, 2020 and 2019, respectively. During the three months ended ~~June~~September 30, 2020, salaries and employee benefits expense increased ~~$8.4~~$6.6 million, or ~~52.3%~~39.6%, to ~~$24.6~~$23.2 million as compared to ~~$16.1~~$16.6 million for the three months ended ~~June~~September 30, 2019. The increase in salaries and employee benefits expense is primarily due to our merger with SCC, including retention and severance pay, in addition to normal annual salary increases for employees and essential employee bonuses paid relating to ~~COVID-19.~~the COVID-19 pandemic.

Net occupancy expenses increased ~~$488,000,~~$465,000, or ~~16.8%~~15.5%, to ~~$3.4~~$3.5 million for the ~~six~~three months ended ~~June~~September 30, 2020 compared to ~~$2.9~~$3.0 million for the same period of 2019. The increase is primarily attributable to increased depreciation and rent expense as a result of our merger with SCC.

Furniture, equipment and data processing expense for the three months ended ~~June~~September 30, 2020 was ~~$5.6~~$5.8 million, an increase of ~~$1.9~~$2.1 million, or ~~51.2%~~58.8%, compared to $3.7 million for the three months ended ~~June~~September 30, 2019. This increase was primarily attributable to increases in data processing and software expenses in the ~~second~~third quarter of 2020 related to the merger with SCC.

Professional fees increased ~~$1.6 million,~~$546,000, or ~~218.0%~~49.4%, to ~~$2.3~~$1.7 million for the three months ended ~~June~~September 30, 2020 compared to ~~$735,000~~$1.1 million for the three months ended ~~June~~September 30, 2019, primarily due to expenses incurred in the merger with SCC.

Other expenses increased $781,000, or 20.4%, to $4.6 million for the three months ended September 30, 2020 compared to $3.8 million for the three months ended September 30, 2019, primarily due to an increase in FDIC and state assessment fees as a result of the merger with SCC.

For the ~~six~~nine months ended ~~June~~September 30, 2020, noninterest expense totaled ~~$70.6~~$110.5 million, a ~~$15.6~~$26.3 million, or ~~28.5%~~31.2%, increase from ~~$55.0~~$84.2 million for the ~~six~~nine months ended ~~June~~September 30, 2019. This increase was primarily due to increases in salaries and employee benefits of ~~$10.1~~$16.7 million, furniture, equipment and data processing of ~~$2.7~~$4.8 million, ~~and~~ professional fees of ~~$2.1~~$2.6 million and other expenses of $1.2 million.

The following table presents the major components of noninterest expense for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to the ~~six~~nine months ended ~~June~~September 30, 2019:


		Six Months Ended June 30,															Nine Months Ended September 30,
(Dollars in thousands)	(Dollars in thousands)	2020		2019		$ Change		% Change		(Dollars in thousands)	2020		2019		$ Change		% Change
Noninterest expense:	Noninterest expense:									Noninterest expense:
Salaries and employee benefits	Salaries and employee benefits	$	42,187	$	32,086	$	10,101	31.5	%	Salaries and employee benefits	$	65,349	$	48,678	$	16,671	34.2	%
Net occupancy expenses	Net occupancy expenses	6,250		5,637		613		10.9	%	Net occupancy expenses	9,709		8,631		1,078		12.5	%
Furniture, equipment and data processing expenses	Furniture, equipment and data processing expenses	9,820		7,130		2,690		37.7	%	Furniture, equipment and data processing expenses	15,621		10,783		4,838		44.9	%
Marketing and promotional expenses	Marketing and promotional expenses	1,787		1,514		273		18.0	%	Marketing and promotional expenses	2,787		2,361		426		18.0	%
Other real estate expenses and losses	Other real estate expenses and losses	276		798		(522)		(65.4)	%	Other real estate expenses and losses	506		1,032		(526)		(51.0)	%
Professional fees	Professional fees	3,067		987		2,080		210.7	%	Professional fees	4,718		2,092		2,626		125.5	%
Other expenses	Other expenses	7,214		6,808		406		6.0	%	Other expenses	11,823		10,636		1,187		11.2	%
Total	Total	$	70,601	$	54,960	$	15,641	28.5	%	Total	$	110,513	$	84,213	$	26,300	31.2	%

Table of Contents

Salaries and employee benefits expense is the largest component of noninterest expense, representing ~~59.8%~~59.1% and ~~58.4%~~57.8% of total noninterest expense for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2020, salaries and employee benefits expense increased ~~$10.1~~$16.7 million, or ~~31.5%~~34.2%, to ~~$42.2~~$65.3 million as compared to ~~$32.1~~$48.7 million for the ~~six~~nine months ended ~~June~~September 30, 2019. The increase in salaries and employee benefits expense is primarily due to our merger with SCC, including retention and severance pay, in addition to normal annual salary increases for employees and essential employee bonuses paid relating to ~~COVID-19.~~the COVID-19 pandemic.

Net occupancy expenses increased ~~$613,000,~~$1.1 million, or ~~10.9%~~12.5%, to ~~$6.3~~$9.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$5.6~~$8.6 million for the same period of 2019. The increase is primarily attributable to increased depreciation and rent expense as a result of our merger with SCC.

Furniture, equipment and data processing expense for the ~~six~~nine months ended ~~June~~September 30, 2020 was ~~$9.8~~$15.6 million, an increase of ~~$2.7~~$4.8 million, or ~~37.7%~~44.9%, compared to ~~$7.1~~$10.8 million for the ~~six~~nine months ended ~~June~~September 30, 2019. This increase was primarily attributable to increases in data processing and software expenses ~~in the first half of 2020~~ related to the merger with SCC.

Other real estate expenses and losses decreased ~~$522,000,~~$526,000, or ~~65.4%~~51.0%, to ~~$276,000~~$506,000 for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$798,000~~$1.0 million for the same period of 2019. This decrease was primarily ~~due~~attributable to ~~the~~ decrease in ~~our average balance~~losses on sale of

~~Table of Contents~~

~~other real estate owned, which decreased~~ properties from ~~$8.3 million for~~ the ~~six months ended June 30, 2020 to $6.0 million for the same period of 2020.~~prior year period.

Professional fees increased ~~$2.1~~$2.6 million, or ~~210.7%~~125.5%, to ~~$3.1~~$4.7 million for the ~~six~~nine months ended ~~June~~September 30, 2020 compared to ~~$987,000~~$2.1 million for the ~~six~~nine months ended ~~June~~September 30, 2019, primarily due to expenses incurred in connection with the ~~first half~~merger with SCC.

Other expenses increased $1.2 million, or 11.2%, to $11.8 million for the nine months ended September 30, 2020, compared to $10.6 million for the prior year period, primarily due to an increase in FDIC and state assessment fees as a result of ~~2020 related to~~ the merger with SCC.

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.

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 ~~$2.4~~$3.3 million for ~~each of~~ the three months ended ~~June~~September 30, 2020, ~~and 2019, respectively.~~compared to $2.1 million for the same period of 2019. BancPlus’ effective tax rate for the three months ended ~~June~~September 30, 2020 was ~~24.9%~~20.9% compared to ~~20.5%~~19.3% for the same period of 2019.

BancPlus recorded income tax expense of ~~$4.3~~$7.6 million for the first ~~six~~nine months of 2020, compared to ~~$4.5~~$6.6 million for the first ~~six~~nine months of 2019. BancPlus’ effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 was ~~22.3%~~21.7% and 19.3%, respectively.

Net Income

Net income for the three months ended ~~June~~September 30, 2020 and 2019 was ~~$7.2~~$12.6 million and ~~$9.2~~$8.8 million, respectively. BancPlus’ annualized return on average assets for the three months ended ~~June~~September 30, 2020 and 2019 was ~~0.66%~~1.11% and ~~1.26%~~1.21%, respectively. BancPlus’ annualized return on average equity for the three months ended ~~June~~September 30, 2020 and 2019 was ~~8.75%~~14.75% and ~~15.74%~~14.62%, respectively.

Net income for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 was ~~$14.9~~$27.5 million and ~~$18.9~~$27.7 million, respectively. BancPlus’ annualized return on average assets for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 was ~~0.80%~~0.92% and ~~1.31%~~1.28%, respectively. BancPlus’ annualized return on average equity for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019 was ~~10.20%~~11.88% and ~~16.47%~~15.83%, respectively.

Table of Contents

Financial Condition

The following discussion compares BancPlus’ financial condition as of ~~June~~September 30, 2020 to December 31, 2019.

Assets

Total assets at ~~June~~September 30, 2020 were ~~$4.555~~$4.553 billion, an increase of ~~$1.576~~$1.574 billion over total assets of $2.979 billion at December 31, 2019. Total cash and cash equivalents increased ~~$149.7~~$86.4 million, or ~~47.8%~~27.6%, to ~~$462.6~~$399.3 million at ~~June~~September 30, 2020, compared to $313.0 million at December 31, 2019, primarily due to cash acquired in the merger with SCC and an increase in federal funds sold in ~~the first half of~~ 2020. Total loans increased ~~$1.26~~$1.34 billion, or ~~60.7%~~64.5%, to ~~$3.34~~$3.42 billion at ~~June~~September 30, 2020, compared to $2.08 billion at December 31, 2019 as a result of the merger with SCC and PPP lending activity. Investment securities increased ~~$74.4~~$56.3 million, or ~~19.6%~~14.8%, from $378.9 million at December 31, 2019 to ~~$453.3~~$435.2 million at ~~June~~September 30, 2020 as a result of the merger with SCC.

Investment Securities Portfolio

BancPlus’ investment securities portfolio, which consists primarily of municipal securities, U.S. government agency obligations, mortgage-backed 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.

~~Table of Contents~~

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 ~~June~~September 30, 2020, ~~22.5%~~22.4% of BancPlus’ investment securities portfolio was classified as held to maturity and ~~77.5%~~77.6% was classified as available for sale. As of December 31, 2019, 46.9% of BancPlus’ investment securities portfolio was classified as held to maturity and 53.1% was classified as available for sale. The increase in percentage of securities classified as available for sale is primarily attributable to the previously disclosed transfer of prepayable debt securities from held for maturity to available for sale. See Note 4 Investment Securities to our Condensed Consolidated Financial Statements for more information regarding the impact of this transfer.

At ~~June~~September 30, 2020, mortgage-backed securities represented ~~58.6%~~54.7% of the investment securities portfolio, municipal securities represented ~~33.6%~~33.3%, U.S. government agency obligations represented ~~2.8%~~2.9% and corporate investments represented ~~1.8%~~5.7% of the investment securities portfolio. At December 31, 2019, mortgage-backed securities represented 47.5% of the investment securities portfolio, municipal securities represented 45.3%, U.S. government agency obligations represented 6.1% and corporate investments represented 1.1% 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:

June 30, 2020 December 31, 2019
(Dollars in thousands) Carrying Value % of Total Carrying Value % of Total
Held to Maturity:
(At amortized cost)
U.S. Government agency obligations $ — — % $ 5,000 1.32 %
Issued by states and political subdivisions 101,772 22.45 % 171,783 45.33 %
Residential mortgage-backed securities — — % 1,071 0.28 %
Total held-to-maturity $ 101,772 22.45 % $ 177,854 46.94 %
Available for Sale:
(At fair value)
U.S. Government agency obligations 12,836 2.83 % 18,102 4.78 %
Issued by states and political subdivisions 50,373 11.11 % — — %
Mortgage-backed securities:
Residential 246,538 54.39 % 175,879 46.42 %
Commercial 18,875 4.16 % 3,010 0.79 %
Asset-backed securities 14,787 3.26 % — — %
Corporate investments 8,119 1.79 % 4,082 1.08 %
Total available for sale $ 351,528 77.55 % $ 201,073 53.06 %
Total investment securities $ 453,300 100.00 % $ 378,927 100.00 %

Table of Contents


	September 30, 2020				December 31, 2019
(Dollars in thousands)	Carrying Value		% of Total		Carrying Value		% of Total
Held to Maturity:
(At amortized cost)
U.S. Government agency obligations	$	—	—	%	$	5,000	1.32	%
Issued by states and political subdivisions	97,491		22.40	%	171,783		45.33	%
Residential mortgage-backed securities	—		—	%	1,071		0.28	%
Total held-to-maturity	97,491		22.40	%	177,854		46.94	%

Available for Sale:
(At fair value)
U.S. Government agency obligations	12,658		2.91	%	18,102		4.78	%
Issued by states and political subdivisions	47,430		10.90	%	—		—	%
Mortgage-backed securities:
Residential	219,840		50.52	%	175,879		46.42	%
Commercial	18,148		4.17	%	3,010		0.79	%
Asset-backed securities	14,637		3.36	%	—		—	%
Corporate investments	24,973		5.74	%	4,082		1.08	%
Total available for sale	337,686		77.60	%	201,073		53.06	%

Total investment securities	$	435,177	100.00	%	$	378,927	100.00	%

4547

Table of Contents

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:


		Maturity as of June 30, 2020																																Maturity as of September 30, 2020
		Due in One Year or Less						More Than One Year to Five Years						More Than Five Years to Ten Years								Due After Ten Years						Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years	Due After Ten Years
(Dollars in thousands)	(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		(Dollars in thousands)	Amount		Weighted Average Yield			Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:	Held to maturity:																	Held to maturity:
U.S. Government agency obligations	U.S. Government agency obligations	$	—	—	%	$	—	—	%	$	—	—	%	$	—	—	%	U.S. Government agency obligations	$	—	—		%	$	—	—	%	$	—	—	%	$	—	—	%
Issued by states and political subdivisions	Issued by states and political subdivisions	15,053		2.71	%	42,730		3.47	%	40,442		4.41	%	3,547		3.86	%	Issued by states and political subdivisions	11,134		2.53		%	46,630		3.66	%	36,183		4.29	%	3,544		3.85	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	—		—	%	—		—	%	Residential	—		—		%	—		—	%	—		—	%	—		—	%
Commercial	Commercial	—		—	%	—		—	%	—		—	%	—		—	%	Commercial	—		—		%	—		—	%	—		—	%	—		—	%
Corporate investments	Corporate investments	—		—	%	—		—	%	—		—	%	—		—	%	Corporate investments	—		—		%	—		—	%	—		—	%	—		—	%
Total held to maturity	Total held to maturity	$	15,053	2.71	%	$	42,730	3.47	%	$	40,442	4.41	%	$	3,547	3.86	%	Total held to maturity	11,134		2.53		%	46,630		3.66	%	36,183		4.29	%	3,544		3.85	%

Available for sale:	Available for sale:																	Available for sale:
U.S. Government agency obligations	U.S. Government agency obligations	$	—	—	%	$	5,185	2.60	%	$	2,700	3.02	%	$	4,951	1.80	%	U.S. Government agency obligations	—		—		%	5,158		2.60	%	2,616		3.14	%	4,884		1.78	%
Issued by states and political subdivisions	Issued by states and political subdivisions	3,276		3.44	%	13,606		3.48	%	21,575		3.14	%	11,915		3.17	%	Issued by states and political subdivisions	3,203		3.00		%	12,041		3.34	%	21,391		3.12	%	10,795		3.18	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	10,869		1.93	%	235,668		2.38	%	Residential	—		—		%	—		—	%	10,254		1.19	%	209,586		2.32	%
Commercial	Commercial	310		2.31	%	—		—	%	14,039		1.54	%	4,526		2.52	%	Commercial	307		3.25		%	—		—	%	14,133		1.54	%	3,708		2.53	%
Asset-backed securities	Asset-backed securities																	Asset-backed securities	—		—		%	—		—	%	—		—	%	14,637		4.01	%
Corporate investments	Corporate investments	—		—	%	4,071		2.99	%	3,047		5.50	%	1,002		5.00	%	Corporate investments	—		—		%	4,068		2.24	%	15,895		4.85	%	5,010		4.15	%
Total available for sale	Total available for sale	$	3,586	3.34	%	$	22,862	3.19	%	$	54,271	2.58	%	$	270,809	2.58	%	Total available for sale	3,510		3.02		%	21,267		2.95	%	64,289		2.89	%	248,620		2.49	%

Total securities	Total securities	$	18,639	2.83	%	$	65,592	3.37	%	$	94,713	3.36	%	$	274,356	2.59	%	Total securities	$	14,644	2.65		%	$	67,897	3.44	%	$	100,472	3.40	%	$	252,164	2.51	%

4648

Table of Contents


		Maturity as of December 31, 2019																																Maturity as of December 31, 2019
		Due in One Year or Less						More Than One Year to Five Years						More Than Five Years to Ten Years								Due After Ten Years						Due in One Year or Less				More Than One Year to Five Years				More Than Five Years to Ten Years	Due After Ten Years
(Dollars in thousands)	(Dollars in thousands)	Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield		(Dollars in thousands)	Amount		Weighted Average Yield			Amount		Weighted Average Yield		Amount		Weighted Average Yield		Amount		Weighted Average Yield
Held to maturity:	Held to maturity:																	Held to maturity:
U.S. Government agency obligations	U.S. Government agency obligations	$	—	—	%	$	—	—	%	$	5,000	3.00	%	$	—	—	%	U.S. Government agency obligations	$	—	—		%	$	—	—	%	$	5,000	3.00	%	$	—	—	%
Issued by states and political subdivisions	Issued by states and political subdivisions	23,318		3.52	%	68,804		3.62	%	62,411		4.03	%	17,250		3.36	%	Issued by states and political subdivisions	23,318		3.52		%	68,804		3.62	%	62,411		4.03	%	17,250		3.36	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	—		—	%	1,071		3.68	%	Residential	—		—		%	—		—	%	—		—	%	1,071		3.68	%
Commercial	Commercial	—		—	%	—		—	%	—		—	%	—		—	%	Commercial	—		—		%	—		—	%	—		—	%	—		—	%
Corporate investments	Corporate investments	—		—	%	—		—	%	—		—	%	—		—	%	Corporate investments	—		—		%	—		—	%	—		—	%	—		—	%
Total held to maturity	Total held to maturity	$	23,318	3.52	%	$	68,804	3.62	%	$	67,411	3.95	%	$	18,321	3.38	%	Total held to maturity	23,318		3.52		%	68,804		3.62	%	67,411		3.95	%	18,321		3.38	%

Available for sale:	Available for sale:																	Available for sale:
U.S. Government agency obligations	U.S. Government agency obligations	$	9,999	1.52	%	$	8,103	2.68	%	$	—	—	%	$	—	—	%	U.S. Government agency obligations	9,999		1.52		%	8,103		2.68	%	—		—	%	—		—	%
Issued by states and political subdivisions	Issued by states and political subdivisions	—		—	%	—		—	%	—		—	%	—		—	%	Issued by states and political subdivisions	—		—		%	—		—	%	—		—	%	—		—	%
Mortgage-backed securities:	Mortgage-backed securities:																	Mortgage-backed securities:
Residential	Residential	—		—	%	—		—	%	5,787		1.91	%	170,092		2.43	%	Residential	—		—		%	—		—	%	5,787		1.91	%	170,092		2.43	%
Commercial	Commercial	—		—	%	314		2.31	%	—		—	%	2,696		2.67	%	Commercial	—		—		%	314		2.31	%	—		—	%	2,696		2.67	%
Corporate investments	Corporate investments	—		—	%	4,082		3.94	%	—		—	%	—		—	%	Corporate investments	—		—		%	4,082		3.94	%	—		—	%	—		—	%
Total available for sale	Total available for sale	$	9,999	1.52	%	$	12,499	3.08	%	$	5,787	1.91	%	$	172,788	2.43	%	Total available for sale	9,999		1.52		%	12,499		3.08	%	5,787		1.91	%	172,788		2.43	%

Total securities	Total securities	$	33,317	2.92	%	$	81,303	3.54	%	$	73,198	3.79	%	$	191,109	2.52	%	Total securities	$	33,317	2.92		%	$	81,303	3.54	%	$	73,198	3.79	%	$	191,109	2.52	%

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.

4749

Table of Contents

Loan Portfolio

The following tables detail composition and percentage composition of BancPlus’ loan portfolio, by category, as of the dates indicated:


		As of June 30, 2020						As of December 31, 2019							As of September 30, 2020				As of December 31, 2019
(Dollars in thousands)	(Dollars in thousands)	Amount		Percent		Amount		Percent		(Dollars in thousands)	Amount		Percent		Amount		Percent

Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	750,165	22.46	%	$	555,413	26.72	%	Residential properties	$	742,054	21.69	%	$	555,413	26.72	%
Construction and land development	Construction and land development	334,680		10.02	%	230,931		11.11	%	Construction and land development	355,249		10.39	%	230,931		11.11	%
Farmland	Farmland	222,797		6.67	%	162,991		7.84	%	Farmland	228,410		6.68	%	162,991		7.84	%
Other commercial	Other commercial	1,175,879		35.20	%	664,145		31.95	%	Other commercial	1,204,857		35.22	%	664,145		31.95	%
Total real estate	Total real estate	2,483,521		74.35	%	1,613,480		77.61	%	Total real estate	2,530,570		73.98	%	1,613,480		77.61	%
Commercial and industrial	Commercial and industrial	680,312		20.37	%	333,834		16.06	%	Commercial and industrial	704,125		20.58	%	333,834		16.06	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	98,911		2.96	%	70,145		3.37	%	Agricultural production and other loans to farmers	110,978		3.24	%	70,145		3.37	%
Consumer and other	Consumer and other	77,348		2.32	%	61,538		2.96	%	Consumer and other	75,011		2.19	%	61,538		2.96	%
Total loans, gross	Total loans, gross	3,340,092		100.00	%	2,078,997		100.00	%	Total loans, gross	3,420,684		100.00	%	2,078,997		100.00	%
Allowance for loan losses	Allowance for loan losses	(24,059)				(21,500)				Allowance for loan losses	(26,848)				(21,500)
Total loans, net	Total loans, net	$	3,316,033			$	2,057,497			Total loans, net	$	3,393,836			$	2,057,497

As a general practice, BancPlus originates substantially all of its loans, but BancPlus occasionally participates in syndications and other loan participations. At ~~June~~September 30, 2020, BancPlus’ loan portfolio included ~~$205.6~~$219.2 million of loan participations purchased, or ~~6.15%~~6.41% of total loans, which includes ~~$61.7~~$67.9 million of shared national credits. At December 31, 2019, BancPlus’ loan portfolio included $174.3 million of loan participations purchased, or 8.39% of total loans which includes $62.8 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 June 30, 2020															As of September 30, 2020
(Dollars in thousands)	(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		After Five Years		Total		(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		After Five Years		Total
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	112,444	$	410,114	$	227,607	$	750,165	Residential properties	$	112,865	$	397,661	$	231,528	$	742,054
Construction and land development	Construction and land development	145,856		154,240		34,584		334,680		Construction and land development	160,976		150,075		44,198		355,249
Farmland	Farmland	40,088		129,928		52,781		222,797		Farmland	40,747		129,580		58,083		228,410
Other commercial	Other commercial	168,864		660,271		346,744		1,175,879		Other commercial	156,292		703,378		345,187		1,204,857
Total real estate	Total real estate	467,252		1,354,553		661,716		2,483,521		Total real estate	470,880		1,380,694		678,996		2,530,570
Commercial and industrial	Commercial and industrial	96,234		530,098		53,980		680,312		Commercial and industrial	94,513		549,899		59,713		704,125
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	57,626		39,074		2,211		98,911		Agricultural production and other loans to farmers	64,528		44,102		2,348		110,978
Consumer and other loans	Consumer and other loans	22,234		53,218		1,896		77,348		Consumer and other loans	21,236		52,145		1,630		75,011
Total loans	Total loans	$	643,346	$	1,976,943	$	719,803	$	3,340,092	Total loans	$	651,157	$	2,026,840	$	742,687	$	3,420,684

Interest rate sensitivity:	Interest rate sensitivity:									Interest rate sensitivity:
Fixed interest rates	Fixed interest rates	$	428,427	$	1,641,321	$	448,351	$	2,518,099	Fixed interest rates	$	428,951	$	1,674,789	$	467,639	$	2,571,379
Floating or adjustable rates	Floating or adjustable rates	214,919		335,622		271,452		821,993		Floating or adjustable rates	222,206		352,051		275,048		849,305
Total loans	Total loans	$	643,346	$	1,976,943	$	719,803	$	3,340,092	Total loans	$	651,157	$	2,026,840	$	742,687	$	3,420,684

4850

Table of Contents


	As of December 31, 2019
(Dollars in thousands)	Due in One Year or Less		More Than One Year to Five		After Five Years		Total
Secured by real estate:
Residential properties	$	76,563	$	303,216	$	175,634	$	555,413
Construction and land development	83,399		111,860		35,672		230,931
Farmland	22,719		98,212		42,060		162,991
Other commercial	123,867		347,274		193,004		664,145
Total real estate	306,548		860,562		446,370		1,613,480
Commercial and industrial	83,618		211,760		38,456		333,834
Agricultural production and other loans to farmers	28,282		39,999		1,864		70,145
Consumer and other loans	17,572		43,193		773		61,538
Total loans	$	436,020	$	1,155,514	$	487,463	$	2,078,997

Interest rate sensitivity:
Fixed interest rates	$	303,237	$	875,940	$	276,107	$	1,455,284
Floating or adjustable rates	132,783		279,574		211,356		623,713
Total loans	$	436,020	$	1,155,514	$	487,463	$	2,078,997

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 are excluded by the legislation from being reported as troubled debt restructuring loans.

4951

Table of Contents

The tables below set forth information on BancPlus’ asset classification as of the dates indicated. BancPlus had no assets classified as loss.


		As of June 30, 2020															As of September 30, 2020
(Dollars in thousands)	(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total		(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total
Secured by real estate:	Secured by real estate:									Secured by real estate:
Residential properties	Residential properties	$	732,355	$	17,626	$	184	$	750,165	Residential properties	$	723,445	$	18,495	$	114	$	742,054
Construction and land development	Construction and land development	333,983		697		—		334,680		Construction and land development	351,516		3,733		—		355,249
Farmland	Farmland	210,587		12,210		—		222,797		Farmland	215,296		13,114		—		228,410
Other commercial	Other commercial	1,158,996		16,662		221		1,175,879		Other commercial	1,188,928		15,702		227		1,204,857
Total real estate	Total real estate	2,435,921		47,195		405		2,483,521		Total real estate	2,479,185		51,044		341		2,530,570
Commercial and industrial	Commercial and industrial	677,882		2,292		138		680,312		Commercial and industrial	686,296		17,754		75		704,125
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	98,594		317		—		98,911		Agricultural production and other loans to farmers	110,679		299		—		110,978
Consumer and other	Consumer and other	77,041		307		—		77,348		Consumer and other	74,721		290		—		75,011
Total	Total	$	3,289,438	$	50,111	$	543	$	3,340,092	Total	$	3,350,881	$	69,387	$	416	$	3,420,684


	As of December 31, 2019
(Dollars in thousands)	Risk Grades 1-7		Substandard		Doubtful		Total
Secured by real estate:
Residential properties	$	541,110	$	14,303	$	—	$	555,413
Construction and land development	230,321		610		—		230,931
Farmland	151,354		11,637		—		162,991
Other commercial	645,891		18,254		—		664,145
Total real estate	1,568,676		44,804		—		1,613,480
Commercial and industrial	331,693		2,060		81		333,834
Agricultural production and other loans to farmers	69,854		291		—		70,145
Consumer and other	61,220		318		—		61,538
Total	$	2,031,443	$	47,473	$	81	$	2,078,997

Nonperforming Assets

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

5052

Table of Contents

The following table summarizes BancPlus’ nonperforming assets, by category, as of the dates indicated:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020			December 31, 2019			(Dollars in thousands)	September 30, 2020			December 31, 2019
Nonaccrual loans:	Nonaccrual loans:							Nonaccrual loans:
Real estate loans:	Real estate loans:							Real estate loans:
Residential properties	Residential properties	$	4,696		$	2,419		Residential properties	$	3,867		$	2,419
Construction and land development	Construction and land development	400			390			Construction and land development	353			390
Farmland	Farmland	—			—			Farmland	88			—
Other commercial	Other commercial	8,812			9,034			Other commercial	7,672			9,034
Total real estate	Total real estate	13,908			11,843			Total real estate	11,980			11,843
Commercial and industrial	Commercial and industrial	35			67			Commercial and industrial	30			67
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	97			62			Agricultural production and other loans to farmers	85			62
Consumer and other	Consumer and other	183			187			Consumer and other	180			187
Total nonaccrual loans	Total nonaccrual loans	14,223			12,159			Total nonaccrual loans	12,275			12,159

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 properties	Residential properties	1,093			1,949			Residential properties	1,917			1,949
Construction and land development	Construction and land development	1,713			1,619			Construction and land development	—			1,619
Farmland	Farmland	—			—			Farmland	—			—
Other commercial	Other commercial	—			—			Other commercial	—			—
Total real estate	Total real estate	2,806			3,568			Total real estate	1,917			3,568
Commercial and industrial	Commercial and industrial	419			427			Commercial and industrial	413			427
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			—			Agricultural production and other loans to farmers	—			—
Consumer and other	Consumer and other	—			—			Consumer and other	—			—
Total troubled debt restructuring loans – accruing	Total troubled debt restructuring loans – accruing	3,225			3,995			Total troubled debt restructuring loans – accruing	2,330			3,995
Total nonperforming loans	Total nonperforming loans	17,448			16,154			Total nonperforming loans	14,605			16,154
Plus: foreclosed assets	Plus: foreclosed assets	8,878			4,851			Plus: foreclosed assets	6,763			4,851
Total nonperforming assets	Total nonperforming assets	$	26,326		$	21,005		Total nonperforming assets	$	21,368		$	21,005

Nonaccrual loans to total loans	Nonaccrual loans to total loans	0.43		%	0.58		%	Nonaccrual loans to total loans	0.36		%	0.58		%
Nonperforming loans to total loans	Nonperforming loans to total loans	0.52		%	0.78		%	Nonperforming loans to total loans	0.43		%	0.78		%
Nonperforming assets to total assets	Nonperforming assets to total assets	0.58		%	0.71		%	Nonperforming assets to total assets	0.47		%	0.71		%
90+ days past due and accruing	90+ days past due and accruing	$	1,940		$	2,618		90+ days past due and accruing	$	2,974		$	2,618
Total troubled debt restructuring loans	Total troubled debt restructuring loans	$	11,752		$	11,674		Total troubled debt restructuring loans	$	4,839		$	11,674

Total nonperforming assets increased by ~~$5.3 million~~$363,000, or ~~25.3%~~1.7%, from $21.0 million at December 31, 2019 to ~~$26.3~~$21.4 million at ~~June~~September 30, 2020, primarily due to an increase in foreclosed assets acquired in our merger with SCC.

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. 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.

5153

Table of Contents

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 first ~~half~~three quarters of 2020, the U.S. economy has experienced significant volatility and there is uncertainty surrounding future economic conditions. 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. 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 ~~$24.1~~$26.8 million and $21.5 million, and the allowance for loan losses as a percentage of loans was ~~0.72%~~0.78% and 1.03%, at ~~June~~September 30, 2020 and December 31, 2019, respectively. Net charge-offs totaled ~~$476,000~~$2.4 million and ~~$1.3~~$3.0 million for the ~~six~~nine months ended ~~June~~September 30, 2020 and 2019, respectively.

The allowance for loan losses increased by ~~$2.6~~$5.3 million, or ~~11.9%~~24.9%, to ~~$24.1~~$26.8 million at ~~June~~September 30, 2020, from $21.5 million at December 31, ~~2019.~~2019, primarily due to the 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.

5254

Table of Contents

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)	June 30, 2020			June 30, 2019			(Dollars in thousands)	September 30, 2020			September 30, 2019

Balance, beginning of period	Balance, beginning of period	$	21,500		$	24,500		Balance, beginning of period	$	21,500		$	24,500
Charge-offs:	Charge-offs:							Charge-offs:
Residential properties	Residential properties	234			654			Residential properties	268			1,292
Construction and land development	Construction and land development	2			—			Construction and land development	3			54
Farmland	Farmland	—			—			Farmland	—			—
Other commercials	Other commercials	220			378			Other commercials	2,179			867
Total real estate	Total real estate	456			1,032			Total real estate	2,450			2,213
Commercial and industrial	Commercial and industrial	233			141			Commercial and industrial	494			273
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			3			Agricultural production and other loans to farmers	2,270			15
Consumer and other	Consumer and other	1,837			2,661			Consumer and other	298			4,203
Total charge-offs	Total charge-offs	2,526			3,837			Total charge-offs	5,512			6,704
Recoveries:	Recoveries:							Recoveries:
Residential properties	Residential properties	97			241			Residential properties	237			315
Construction and land development	Construction and land development	21			95			Construction and land development	56			102
Farmland	Farmland	—			—			Farmland	—			20
Other commercial	Other commercial	26			267			Other commercial	94			328
Total real estate	Total real estate	144			603			Total real estate	387			765
Commercial and industrial	Commercial and industrial	113			152			Commercial and industrial	148			399
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	—			1			Agricultural production and other loans to farmers	2,365			1
Consumer and other	Consumer and other	1,793			1,813			Consumer and other	254			2,540
Total recoveries	Total recoveries	2,050			2,569			Total recoveries	3,154			3,705
Net charge-offs	Net charge-offs	476			1,268			Net charge-offs	2,358			2,999
Provision for loan losses	Provision for loan losses	3,035			612			Provision for loan losses	7,706			1,110
Balance, end of period	Balance, end of period	$	24,059		$	23,844		Balance, end of period	$	26,848		$	22,611

Total loans, end of period	Total loans, end of period	$	3,340,092		$	2,117,686		Total loans, end of period	$	3,447,458		$	2,125,719
Average loans	Average loans	2,668,332			2,102,708			Average loans	2,912,471			2,110,808
Net charge-offs to average loans	Net charge-offs to average loans	0.02		%	0.06		%	Net charge-offs to average loans	0.08		%	0.14		%
Allowance for loan losses to total loans	Allowance for loan losses to total loans	0.72		%	1.13		%	Allowance for loan losses to total loans	0.78		%	1.06		%

5355

Table of Contents

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:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020						December 31, 2019							(Dollars in thousands)	September 30, 2020				December 31, 2019
		Amount		Percent		Amount		Percent			Amount		Percent			Amount		Percent
Residential properties	Residential properties	$	5,968	24.8	%	$	5,568	25.9	%	Residential properties	$	6,244	23.3	%		$	5,568	25.9	%
Construction and land development	Construction and land development	2,091		8.7	%	1,709		7.9	%	Construction and land development	2,866		10.7	%		1,709		7.9	%
Farmland	Farmland	877		3.6	%	761		3.5	%	Farmland	1,018		3.8	%		761		3.5	%
Other commercial	Other commercial	9,612		40.0	%	8,296		38.6	%	Other commercial	8,674		32.3	%		8,296		38.6	%
Total real estate	Total real estate	18,548		77.1	%	16,334		76.0	%	Total real estate	18,802		70.0	%		16,334		76.0	%
Commercial and industrial	Commercial and industrial	3,269		13.6	%	2,773		12.9	%	Commercial and industrial	5,854		21.8	%		2,773		12.9	%
Agricultural production and other loans to farmers	Agricultural production and other loans to farmers	567		2.4	%	420		2.0	%	Agricultural production and other loans to farmers	624		2.3	%		420		2.0	%
Consumer and other	Consumer and other	773		3.2	%	715		3.3	%	Consumer and other	730		2.7	%		715		3.3	%
Unallocated	Unallocated	902		3.7	%	1,258		5.9	%	Unallocated	838		3.1	%		1,258		5.9	%
Total allowance for loan losses	Total allowance for loan losses	$	24,059	100.0	%	$	21,500	100.0	%	Total allowance for loan losses	$	26,848	100.0	%		$	21,500	100.0	%

Goodwill and Other Intangible Assets

Goodwill was ~~$3.7~~$2.6 million at ~~June~~both September 30, 2020 and ~~$2.6 million at~~ December 31, 2019. Goodwill represents the excess of the consideration paid over the fair value of the net assets acquired ~~which originated from~~by the Company in prior ~~acquisitions, and the merger with SCC during the second quarter of 2020.~~acquisitions. 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 2020 SCC merger.~~our merger with SCC. Total other intangible assets at ~~June~~September 30, 2020 and December 31, 2019 were ~~$5.6~~$6.0 million and $366,000, respectively. Other intangible assets are amortized over their estimated useful life.

Deposits

The following table details composition and percentage composition of BancPlus’ deposit portfolio, by category, for the year to date periods indicated:


		June 30, 2020										December 31, 2019									September 30, 2020						December 31, 2019
(Dollars in thousands)	(Dollars in thousands)	Average Balance		Average Rate		Percent		Average Balance		Average Rate		Percent		(Dollars in thousands)	Average Balance		Average Rate		Percent		Average Balance		Average Rate		Percent

Non-interest bearing	Non-interest bearing	$	833,607	0.00	%	25.40	%	$	633,329	0.00	%	24.81	%	Non-interest bearing	$	948,275	0.00	%	26.95	%	$	633,329	0.00	%	24.81	%
Interest bearing:	Interest bearing:													Interest bearing:
Transaction accounts	Transaction accounts	1,155,532		0.58	%	35.20	%	990,555		0.90	%	38.81	%	Transaction accounts	1,175,152		0.53	%	33.40	%	990,555		0.90	%	38.81	%
Money market and other savings accounts	Money market and other savings accounts	730,093		0.44	%	22.24	%	542,300		0.78	%	21.25	%	Money market and other savings accounts	779,321		0.34	%	22.15	%	542,300		0.78	%	21.25	%
Certificates of deposit	Certificates of deposit	563,075		1.09	%	17.15	%	386,304		1.37	%	15.13	%	Certificates of deposit	615,619		1.00	%	17.50	%	386,304		1.37	%	15.13	%
Total deposits	Total deposits	$	3,282,307	0.49	%	100.00	%	$	2,552,488	0.72	%	100.00	%	Total deposits	$	3,518,367	0.43	%	100.00	%	$	2,552,488	0.72	%	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 deposits at ~~June~~September 30, 2020 compared with December 31, 2019 is primarily the result of the merger with SCC and recipients of PPP loans placing funds in ~~desposit~~deposit accounts held at the bank.

5456

Table of Contents

The following table shows certificates of deposit of $100,000 or more, by time remaining until maturity:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		December 31, 2019		(Dollars in thousands)	September 30, 2020		December 31, 2019

3 months or less	3 months or less	$	81,370	$	41,196	3 months or less	$	84,187	$	41,196
Over 3 months through 6 months	Over 3 months through 6 months	72,923		42,686		Over 3 months through 6 months	66,994		42,686
Over 6 months through 12 months	Over 6 months through 12 months	115,235		74,294		Over 6 months through 12 months	124,181		74,294
Over 12 months	Over 12 months	148,020		67,670		Over 12 months	143,643		67,670
Total deposits	Total deposits	$	417,548	$	225,846	Total deposits	$	419,005	$	225,846

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 ~~June~~September 30, 2020 and December 31, 2019, we had no short-term borrowings.

FHLB Advances and Other Borrowings. BankPlus is a member of the ~~FHLB,~~Federal Home Loan Bank (“FHLB”), and as a result, is eligible for advances from the FHLB pursuant to the terms of various borrowing agreements, which assist BancPlus in the funding of its loan and investment portfolios. BancPlus’ FHLB advances are collateralized by a blanket lien on first mortgage and other qualifying loans. As of ~~June~~September 30, 2020 and December 31, 2019, BancPlus had ~~$20.8~~$20.7 million and $21.0 million in FHLB borrowings, at a weighted average interest rate of ~~1.51%~~1.50% and 1.52%, respectively.

In October 2016, BancPlus entered into a five-year loan agreement with a correspondent bank under which BancPlus borrowed $35.0 million in connection with the redemption of BancPlus preferred stock. BancPlus pledged 100% of its shares of BankPlus stock as collateral for the loan. The loan requires quarterly principal reductions of $875,000 and quarterly interest payments at a fixed 3.75% annual rate. The balance outstanding on this loan was ~~$14.9~~$14.0 million and $16.6 million at ~~June~~September 30, 2020 and December 31, 2019, respectively.

Required principal payments on FHLB advances and other borrowings were as follows:


(Dollars in thousands)	(Dollars in thousands)	June 30, 2020		December 31, 2019		(Dollars in thousands)	September 30, 2020		December 31, 2019

2020	2020	$	1,750	$	3,647	2020	$	875	$	3,647
2021	2021	13,240		13,307		2021	13,205		13,307
2022	2022	414		433		2022	405		433
2023	2023	134		157		2023	122		157
2024	2024	—		—		2024	—		—
Thereafter	Thereafter	20,101		20,108		Thereafter	20,098		20,108
Total	Total	$	35,639	$	37,652	Total	$	34,705	$	37,652

Subordinated Debentures and Trust Preferred Securities. On June 4, 2020, the Company entered into a Subordinated Note Purchase Agreement (the “Purchase Agreement”) with certain qualified institutional buyers and institutional accredited investors pursuant to 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 sheet and will be amortized over the life of the Notes. The Notes will initially bear interest at a rate of 6.000% per annum from and including June 4, 2020, to but excluding June 15, 2025 or 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 intends to use the

5557

Table of Contents

proceeds of the private placement for general corporate purposes, including improving the Company’s liquidity and capital position.

BancPlus also owns the outstanding common stock of business trusts that have issued preferred capital securities to third parties. The preferred capital securities have qualified as Tier 1 capital, subject to regulatory rules and limits. These trusts used the proceeds from the issuance of the common stock and preferred capital securities to purchase subordinated debentures that BancPlus issued. The subordinated debentures are these trusts’ only assets, and quarterly interest payments on these subordinated debentures are the sole source of cash for these trusts to pay quarterly distributions on the common stock and preferred capital securities. BancPlus has fully and unconditionally guaranteed the trusts’ obligations on preferred capital securities.

The following table is a summary of debentures payable to statutory trusts:


(Dollars in thousands)	(Dollars in thousands)	Year of Maturity	Interest Rate	June 30, 2020		December 31, 2019		(Dollars in thousands)	Year of Maturity	Interest Rate	September 30, 2020		December 31, 2019

First Bancshares of Baton Rouge Statutory Trust I	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	—	First Bancshares of Baton Rouge Statutory Trust I	2034	3 month LIBOR, plus 2.50%	$	4,124	$	—
State Capital Statutory Trust IV	State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		—		State Capital Statutory Trust IV	2035	3 month LIBOR, plus 1.99%	5,155		—
BancPlus Statutory Trust II	BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619		BancPlus Statutory Trust II	2036	3 month LIBOR, plus 1.50%	20,619		20,619
BancPlus Statutory Trust III	BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619		BancPlus Statutory Trust III	2037	3 month LIBOR, plus 1.35%	20,619		20,619
State Capital Master Trust	State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		—		State Capital Master Trust	2037	3 month LIBOR, plus 1.46%	6,186		—
				$	56,703	$	41,238				$	56,703	$	41,238

The subordinated debentures payable to statutory trusts vary from the amount carried on the condensed consolidated balance sheet at ~~June~~September 30, 2020 due to the remaining purchase discount of $4.3 million, which was established upon the merger with SCC and is being amortized over the remaining life of the debentures. We are currently monitoring the actions of LIBOR’s regulator and the implementation of alternative reference rates in advance of the expected discontinuation of LIBOR after 2021 to determine any potential impact on the subordinated debentures.

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 ~~$89.0~~$98.1 million, or ~~35.4%~~39.0%, to ~~$340.5~~$349.6 million at ~~June~~September 30, 2020 from $251.5 million at December 31, 2019, primarily due to $71.2 million of equity issued in the merger with SCC, net income of ~~$14.9~~$27.5 million and other comprehensive income of ~~$7.3~~$7.1 million less dividends paid of ~~$6.2~~$9.7 million for the year to date period.

Table of Contents

Contractual Obligations

The table below presents the funding requirements of BancPlus’ contractual obligations, excluding interest, as of ~~June~~September 30, 2020:

~~Table of Contents~~


		Payments Due by Period																			Payments Due by Period
(Dollars in thousands)	(Dollars in thousands)							Greater				(Dollars in thousands)							Greater
June 30, 2020		Less Than One Year		One-Three Years		Three-Five Years		Than Five Years		Total
September 30, 2020												September 30, 2020	Less Than One Year		One-Three Years		Three-Five Years		Than Five Years		Total

Operating lease obligations	Operating lease obligations	$	2,624	$	9,307	$	8,759	$	45,094	$	65,784	Operating lease obligations	$	1,124	$	9,410	$	8,933	$	45,653	$	65,120
FHLB advances ⁽¹⁾	FHLB advances ⁽¹⁾	115		548		—		20,101		20,764		FHLB advances (1)	80		527		—		20,098		20,705
Note payable ⁽²⁾	Note payable ⁽²⁾	3,500		11,375		—		—		14,875		Note payable (2)	3,500		10,500		—		—		14,000
Subordinated debentures ⁽³⁾	Subordinated debentures ⁽³⁾	—		—		—		110,998		110,998		Subordinated debentures (3)	—		—		—		111,032		111,032
Deposits with maturities	Deposits with maturities	456,256		200,337		52,089		—		708,682		Deposits with maturities	463,213		191,188		48,708		—		703,109
Low income housing tax credits	Low income housing tax credits	4		9		9		4		26		Low income housing tax credits	4		9		9		5		27
Total contractual obligations	Total contractual obligations	$	462,499	$	221,576	$	60,857	$	176,197	$	921,129	Total contractual obligations	$	467,921	$	211,634	$	57,650	$	176,788	$	913,993

(1)Interest rates for BancPlus’ ~~Federal Home Loan Bank (“FHLB”)~~FHLB advances outstanding ranged from ~~1.44%~~2.06% to 2.94% at ~~June~~September 30, 2020. These advances are subject to restrictions or penalties in the event of prepayment. Advances subject to calls are shown at their earliest call date.

(2)The interest rate on BancPlus’ note payable is a 3.75% fixed annual rate.

(3)These subordinated debentures include the outstanding common securities of business trusts that have issued preferred capital securities to third parties which bear interest based on 3 month LIBOR plus 1.35% to 2.50% and fixed-to-floating subordinated notes that bear interest at ~~6.00%~~6.000% per annum.

Off-Balance Sheet Arrangements

In the normal course of business, BancPlus enters into various transactions to meet the financing needs of its customers, which, in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), are not included in its consolidated balance sheets. These transactions include commitments to extend credit and letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in BancPlus’ consolidated balance sheets. A number of these commitments are used only partially, or in some cases, not at all before they expire.

BancPlus’ exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and letters of credit is represented by the contractual or notional amount of those instruments. BancPlus decreases its exposure to losses under these commitments by subjecting them to credit approval and monitoring procedures.

The table below sets forth BancPlus’ commitments to extend credit by commitment expiration date indicated:


		June 30, 2020																			September 30, 2020
(Dollars in thousands)	(Dollars in thousands)	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total		(Dollars in thousands)	Less Than One Year		One-Three Years		Three-Five Years		Greater Than Five Years		Total
Commitments to extend credit ⁽¹⁾	Commitments to extend credit ⁽¹⁾	$	122,291	$	382,808	$	135,704	$	108,002	$	748,805	Commitments to extend credit (1)	$	356,767	$	146,567	$	183,669	$	98,710	$	785,713
Standby letters of credit	Standby letters of credit	5,790		48		504		890		7,232		Standby letters of credit	5,972		17		504		722		7,215
Total off-balance sheet commitments	Total off-balance sheet commitments	$	128,081	$	382,856	$	136,208	$	108,892	$	756,037	Total off-balance sheet commitments	$	362,739	$	146,584	$	184,173	$	99,432	$	792,928

____________________________

(1)Includes ~~$210,671~~$230,193 of unconditionally cancellable commitments at ~~June~~September 30, 2020.

Table of Contents

Commitments to extend credit beyond current funding are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Such commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements. BancPlus evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on BancPlus’ credit

~~Table of Contents~~

evaluation. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.

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. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Liquidity

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 consider its secondary liquidity, and other funding avenues, including the Paycheck Protection Program Liquidity Facility (“PPP Liquidity Facility”). At September 30, 2020, BancPlus had not used the PPP Liquidity Facility. 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	(Dollars in thousands) Primary Liquidity – On-Balance Sheet	June 30, 2020			December 31, 2019			(Dollars in thousands) Primary Liquidity – On-Balance Sheet	September 30, 2020			December 31, 2019

Cash and cash equivalents	Cash and cash equivalents	$	462,630		$	312,972		Cash and cash equivalents	$	399,323		$	312,972
Total securities	Total securities	453,300			378,927			Total securities	435,177			378,927
Less: pledged securities	Less: pledged securities	(386,719)			(249,081)			Less: pledged securities	(344,757)			(249,081)
Total primary liquidity	Total primary liquidity	$	529,211		$	442,818		Total primary liquidity	$	489,743		$	442,818
Ratio of primary liquidity to total deposits	Ratio of primary liquidity to total deposits	13.2		%	17.1		%	Ratio of primary liquidity to total deposits	12.3		%	17.1		%

5860

Table of Contents


Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	June 30, 2020			December 31, 2019			Secondary Liquidity – Off-Balance Sheet Borrowing Capacity	September 30, 2020			December 31, 2019

Net secured borrowing capacity with the FHLB	Net secured borrowing capacity with the FHLB	$	729,443		$	711,552		Net secured borrowing capacity with the FHLB	$	1,440,381		$	711,552
Net secured borrowing capacity with the Federal Reserve Bank	Net secured borrowing capacity with the Federal Reserve Bank	388,394			206,837			Net secured borrowing capacity with the Federal Reserve Bank	227,018			206,837
Unsecured borrowing capacity with correspondent lenders	Unsecured borrowing capacity with correspondent lenders	178,000			148,000			Unsecured borrowing capacity with correspondent lenders	228,000			148,000
Total secondary liquidity	Total secondary liquidity	$	1,295,837		$	1,066,389		Total secondary liquidity	$	1,895,399		$	1,066,389
Ratio of primary and secondary liquidity to total deposits	Ratio of primary and secondary liquidity to total deposits	45.7		%	58.2		%	Ratio of primary and secondary liquidity to total deposits	59.8		%	58.2		%

During the ~~six~~nine months ended ~~June~~September 30, 2020, BancPlus’ primary liquidity increased by ~~$86.4~~$46.9 million to ~~$529.2~~$489.7 million compared to $442.8 million at December 31, 2019, due an increase in cash and cash equivalents partially offset by an increase in our pledged securities. Secondary liquidity increased by ~~$229.4~~$829.0 million to ~~$1.30~~$1.90 billion as of ~~June~~September 30, 2020 from $1.07 billion as of December 31, 2019. This increase was primarily due to an increase in BancPlus’ Federal Reserve Bank borrowing capacity in the ~~second quarter~~first three quarters of 2020.

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 ~~$3.822~~$3.807 billion and $2.485 billion and represented ~~95.6%~~95.4% and 95.9% of total deposits as of ~~June~~September 30, 2020 and December 31, 2019, respectively. These core deposits are normally less volatile, often with customer relationships tied to other products, which promote long-standing relationships and stable funding sources. Although BancPlus’ policy allows the use of brokered deposits, BankPlus did not utilize this funding source during the 2020 and 2019 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, and 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 ~~June~~September 30, 2020 and December 31, 2019, BancPlus was in compliance with all of its established liquidity 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 ~~$6.2~~$9.7 million and ~~$4.8~~$7.2 million for the year-to-date periods ended ~~June~~September 30, 2020 and ~~June~~September 30, 2019, 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 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 3.5%, consisting of CET1 capital, on top of the risk-based capital. A banking organization with a conservation buffer of less than the required amount of 2.50% will be subject to limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive officers.

5961

Table of Contents

BancPlus met all capital adequacy requirements as of ~~June~~September 30, 2020 and December 31, 2019. As a bank holding company, BancPlus is not subject to the prompt corrective action regime that applies to insured depository institutions, including BankPlus.

BancPlus’ consolidated and BankPlus’ actual capital amounts and ratios are shown in the following tables as of the dates indicated (dollars in thousands):


		Actual						For Capital Adequacy Purposes								Required to be Well Capitalized					Actual				For Capital Adequacy Purposes		Required to be Well Capitalized
As of June 30, 2020:		Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
As of September 30, 2020:														As of September 30, 2020:	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:	Consolidated:													Consolidated:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	323,671	9.24	%	$	245,266	7.00	%	n/a		n/a		CET1 Capital to Risk-Weighted Assets	$	333,535	10.37	%	$	225,081	7.00	%	n/a		n/a
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	374,341		10.68	%	297,823		8.50	%	n/a		n/a		Tier 1 Capital to Risk-Weighted Assets	384,256		11.95	%	273,313		8.50	%	n/a		n/a
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	457,025		13.04	%	367,900		10.50	%	n/a		n/a		Total Capital to Risk-Weighted Assets	469,712		14.61	%	337,622		10.50	%	n/a		n/a
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	374,341		8.52	%	175,830		4.00	%	n/a		n/a		Tier 1 Capital to Average Assets	384,256		8.49	%	181,100		4.00	%	n/a		n/a

Bank:	Bank:													Bank:
CET1 Capital to Risk-Weighted Assets	CET1 Capital to Risk-Weighted Assets	$	372,515	10.67	%	$	244,382	7.00	%	$	226,926	6.50	%	CET1 Capital to Risk-Weighted Assets	$	382,506	11.92	%	$	224,567	7.00	%	$	208,526	6.50	%
Tier 1 Capital to Risk-Weighted Assets	Tier 1 Capital to Risk-Weighted Assets	372,515		10.67	%	296,749		8.50	%	279,293		8.00	%	Tier 1 Capital to Risk-Weighted Assets	382,506		11.92	%	272,688		8.50	%	256,648		8.00	%
Total Capital to Risk-Weighted Assets	Total Capital to Risk-Weighted Assets	396,574		11.36	%	366,573		10.50	%	349,117		10.00	%	Total Capital to Risk-Weighted Assets	409,354		12.76	%	336,850		10.50	%	320,809		10.00	%
Tier 1 Capital to Average Assets	Tier 1 Capital to Average Assets	372,515		8.40	%	177,491		4.00	%	221,864		5.00	%	Tier 1 Capital to Average Assets	382,506		8.47	%	180,711		4.00	%	225,889		5.00	%


	Actual				For Capital Adequacy Purposes				Required to be Well Capitalized
As of December 31, 2019:	Capital Amount		Ratio		Capital Amount		Ratio		Capital Amount		Ratio
Consolidated:
CET1 Capital to Risk-Weighted Assets	$	248,247	10.86	%	$	160,002	7.00	%	n/a		n/a
Tier 1 Capital to Risk-Weighted Assets	288,247		12.61	%	194,288		8.50	%	n/a		n/a
Total Capital to Risk-Weighted Assets	309,747		13.55	%	240,003		10.50	%	n/a		n/a
Tier 1 Capital to Average Assets	288,247		9.74	%	118,373		4.00	%	n/a		n/a

Bank:
CET1 Capital to Risk-Weighted Assets	$	284,513	12.49	%	$	159,469	7.00	%	$	148,078	6.50	%
Tier 1 Capital to Risk-Weighted Assets	284,513		12.49	%	193,641		8.50	%	182,250		8.00	%
Total Capital to Risk-Weighted Assets	306,013		13.43	%	239,203		10.50	%	227,813		10.00	%
Tier 1 Capital to Average Assets	284,513		9.63	%	118,134		4.00	%	147,668		5.00	%

Recent Accounting Pronouncements

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 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 is effective for the Company for annual and interim periods beginning on January 1, 2023. The Company has formed a cross functional team that is assessing data and system needs and evaluating the impact of adopting the new guidance. The Company expects to recognize a one-time cumulative effect adjustment to the allowance for loan losses as of the beginning of the

6062

Table of Contents

first reporting period in which the new standard is effective, but has not yet determined the magnitude of any such one-time adjustments or the overall impact on the Company’s financial statements.

ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments.” In April 2019, the FASB issued ASU 2019-04 clarifies that the reclassification of a debt security from held-to-maturity (“HTM”) to available-for-sale (“AFS”) under the transition guidance in Accounting Standards Update 2017-12, “Targeted Improvements to Accounting for Hedging Activities” would not (1) call into question the classification of other HTM securities, (2) be required to actually designate any reclassified security in a last-of-layer hedge, or (3) be restricted from selling any reclassified security. As part of the transition of ASU 2019-04, entities may reclassify securities that would qualify for designation as the hedged item in a last-of-layer hedging relationship from HTM to AFS; however, entities that already made such a reclassification upon their adoption of ASU 2017-12 are precluded from reclassifying additional securities. The Company did not reclassify any securities from HTM to AFS upon adoption of ASU 2017-12. ASU 2019-04 became effective as of the beginning of the first annual period after its issuance, which for the Company was January 1, 2020. See Note 4 Investment Securities to our Condensed Consolidated Financial Statements for more information regarding the impact of the transfer of certain HTM debt securities to AFS.

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 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~~Company is still evaluating the impact of ASU 2020-04, but does not expect it to have a material impact on the Company’s consolidated financial statements.

Item 3. Qualitative and Quantitative Disclosures about Market Risk

Interest Rate Risk

As a financial institution, BancPlus’ primary market risk is interest rate risk, which is defined as the risk of economic loss due to changes in interest rates. These economic losses can be reflected as a loss of future net interest income and/or loss of current fair market value. BancPlus continually seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest-bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when BancPlus’ assets and liabilities each respond differently to changes in interest rates.

BancPlus’ management of interest rate risk is overseen by the ~~Asset Liability Management Committee (“ALCO”).~~ALCO. BancPlus’ risk management infrastructure approved by the BancPlus board outlines reporting and measurement requirements. In particular, this infrastructure establishes limits and management targets for various metrics, including net interest income at risk and economic value of equity at risk, given instantaneous parallel shifts in interest rates. BancPlus’ risk management infrastructure also requires a periodic review of all key assumptions used, such as appropriate interest rate scenarios, loan prepayment rates, and transaction deposit durations.

BancPlus currently does not utilize derivative products to manage interest rate risk, although its policy does allow the use of derivatives within established parameters. BancPlus manages the interest rate risk associated with its interest bearing liabilities by managing the interest rates and terms associated with its borrowings and customer deposits on which BancPlus relies for funding. For instance, BancPlus occasionally uses special offers on deposits to attract additional balances and manage terms associated with its interest-bearing liabilities. BancPlus manages the interest rate risk associated with its earning assets by managing the interest rates and terms associated with its loan portfolio and investment securities portfolio.

Net Interest Income Simulation and Economic Value Analysis

On a quarterly basis, BancPlus uses a model to simulate and measure potential changes in its net interest income and economic value of equity (“EVE”) given instantaneous parallel shifts in interest rates of +/- 400 basis points. BancPlus’ net interest income at risk simulation measures shorter term risk over 12 and 24 month time frames. EVE measures the period end market value of assets minus the market value of liabilities and the change in this value given the changes in interest rates. EVE is a point-in-time measurement that helps quantify longer term interest rate risk. The model has inherent limitations since the results are based on a given set of rate changes and assumptions as of a certain point in time. For purpose of the simulation, BancPlus assumes no balance sheet growth. Therefore, the model’s results reflect an interest rate shock to a static balance sheet.

6163

Table of Contents

Potential changes to BancPlus’ net interest income and EVE in hypothetical rising and declining interest rate scenarios calculated as of ~~June~~September 30, 2020 and December 31, 2019 are presented in the table below (dollars in thousands). The projections assume immediate, parallel shifts down from the ~~June~~September 30, 2020 and December 31, 2019 yield curves of 100 and 200 basis points and immediate, parallel shifts up of 100, 200, and 300 basis points. In the current interest rate environment, a downward shift of the yield curve of 300 and 400 basis points does not provide BancPlus with meaningful results and therefore is not presented.

As of June 30, 2020 As of December 31, 2019
Change in Net Interest Income Change in Economic
Value
of Equity Change in Net
Interest Income Change in Economic Value
of Equity
(In thousands) $ % $ % $ % $ %
+300 13,514 9.5 % 115,173 29.6 % 7,111 7.1 % 51,192 12.9 %
+200 9,277 6.5 % 88,485 22.8 % 5,038 5.0 % 38,816 9.8 %
+100 4,260 3.5 % 52,069 13.4 % 2,650 2.6 % 22,030 5.6 %
0 — — % — — % — — % — — %
-100 (310) (0.2) % (66,396) (17.1) % (3,753) (3.7) % (35,734) (9.0) %
-200 158 0.1 % (81,762) (21.0) % (5,613) (5.6) % (81,371) (20.6) %


	As of September 30, 2020						As of December 31, 2019
(Dollars in thousands)	Change in Net Interest Income			Change in Economic Value of Equity			Change in Net Interest Income			Change in Economic Value of Equity
Parallel Rate Shift (basis points)	$	%		$	%		$	%		$	%
300	13,091	9.1	%	106,067	27.7	%	7,111	7.1	%	51,192	12.9	%
200	9,035	6.3	%	79,152	20.7	%	5,038	5.0	%	38,816	9.8	%
100	4,596	3.2	%	44,630	11.7	%	2,650	2.6	%	22,030	5.6	%
Unchanged	—	—	%	—	—	%	—	—	%	—	—	%
-100	(1,010)	(0.7)	%	(59,321)	(15.5)	%	(3,753)	(3.7)	%	(35,734)	(9.0)	%
-200	(792)	(0.6)	%	(77,452)	(20.2)	%	(5,613)	(5.6)	%	(81,371)	(20.6)	%

The table above indicates that in the event of an immediate and sustained 300 basis point increase in interest rates, BancPlus would have experienced a ~~9.5%~~9.1% increase in net interest income and a ~~29.6%~~27.7% increase in EVE as of ~~June~~September 30, 2020, and a 7.1% increase in net interest income and a 12.9% increase in EVE as of December 31, 2019. In the event of an immediate 100 basis point decrease in interest rates, BancPlus would have experienced a ~~0.2%~~ decrease of 0.7% in net interest income and a ~~17.1%~~15.5% decrease in EVE as of ~~June~~September 30, 2020, and a 3.7% decrease in net interest income and a 9.0% decrease in EVE as of December 31, 2019.

The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. The timing and magnitude of interest rate changes (including, for example, the sharp reduction in interest rates by the Federal Reserve ~~Board~~ in response to the economic and financial effects of the COVID-19 pandemic) will most likely differ substantially from what is depicted. The shape or steepness of the yield curve typically changes with each change in the Fed Funds target range. Increasing rates could reduce net interest income if BancPlus is required to increase deposit rates faster than planned to maintain volumes or its mix of assets and funding changes. Results could also change depending on faster or slower prepays in loans or early withdrawals in deposits than those assumed in the model. Finally, the results do not incorporate growth in the balance sheet or strategic changes made in response to changes in rates.

Because of the flaws in the nature of the static balance sheet rate shocks, ALCO also periodically runs model simulations that incorporate many of the factors mentioned above. These alternate scenarios change given the current economic environment, but may include the following: (1) expected balance sheet growth, (2) 25 basis point changes in rates timed with Federal Open Market Committee meetings, (3) increased early withdrawals of time deposits, (4) shifts in funding out of deposits and into wholesale borrowings, and (5) increasing balances of variable rate loans versus fixed rate loans. Using a variety of scenarios in addition to BancPlus’ standard shocked scenarios enables ALCO to form a more accurate analysis of BancPlus’ overall interest rate sensitivity.

Impact of Inflation and Changing Prices

BancPlus’ consolidated financial statements and related notes have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars, without considering the changes in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Unlike most industrial companies, nearly all of BancPlus’ assets and liabilities are monetary in nature. As a result, interest rates have a greater impact on BancPlus’ performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the price of goods or services.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

6264

Table of Contents

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 13a-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 U.S. Securities and Exchange Commission’s rules and forms.

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,~~complaint (the “Complaint”), Mills v. BankPlus, et ~~al,~~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 BankPlus, three former BankPlus employees, one current BankPlus employee and other defendants, including defendants 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.

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

Certain factors may have a material adverse effect on our business, financial condition and results of operations. You should carefully consider the following risks, together with all of the other information contained in this Quarterly Report on Form 10-Q, including the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Any of the following risks could have an adverse effect on our business, financial condition, operating results, or prospects and could cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. Our business, financial condition, operating results, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

1. Market Risks

The ~~novel coronavirus ("COVID-19")~~COVID-19 pandemic and the impact of actions to mitigate it have affected, and could continue to adversely affect, our business, financial condition and results of operations.

Federal, state and local governments have enacted or otherwise imposed various restrictions in an attempt to limit the spread of COVID-19. Such measures have disrupted economic activity and contributed to job losses and reductions in consumer business and spending. Even as state and local governments begin to re-open businesses and relax restrictions, these changes have had, and may continue to have, a significant adverse effect on the markets in which we conduct our business and the demand for our products and services. Possible waves of COVID-19 and the uncertainty of the timing of a widely available vaccine may adversely affect the re-opening process.

In response to the economic and financial effects of COVID-19, the Federal Reserve ~~Board~~ has sharply reduced interest rates (which we expect will likely remain low for a considerable period) and instituted quantitative easing measures as well as domestic and global capital market support programs. In addition, the Trump Administration, Congress, various federal agencies and state

Table of Contents

governments have taken measures to address the economic and social consequences of the pandemic, including the passage of the ~~Coronavirus Aid, Relief, and Economic Security Act~~

~~Table of Contents~~

~~(“CARES”).~~CARES Act. The CARES Act, among other things, provides certain measures to support individuals and businesses in maintaining solvency through monetary relief, including in the form of financing, loan forgiveness and automatic forbearance. Beginning in April 2020, we began processing loan applications under the ~~Paycheck Protection Program~~PPP created under the CARES Act. On April 24, 2020, Congress enacted the ~~Paycheck Protection Program and Healthcare~~ Enhancement Act to, among other things, increase the available funding under the PPP by $310 billion to a ~~new~~ total of $659 billion. The Paycheck Protection Program Flexibility Act of 2020, enacted on July 5, 2020, extended the deadline for PPP loan applications to August 8, 2020. All of the federal banking regulatory agencies have encouraged lenders to extend additional loans and otherwise work with borrowers affected by the pandemic, and the federal government is considering additional stimulus and support legislation focused on providing aid to various sectors, including small businesses. We are also making a high level of temporary loan modifications. The full impact on our lending and other business activities as a result of new government and regulatory policies, programs and guidelines, as well as regulators’ reaction to such activities, remains uncertain. We face an increased risk of litigation and governmental, regulatory, and ~~third party~~third-party scrutiny as a result of the effects of COVID-19 on economic conditions and actions governmental authorities take in response to these conditions, such as the ~~Paycheck Protection Program,~~PPP, are complex and our participation may lead to additional litigation and regulatory scrutiny, negative publicity and damage to our reputation.

The continuation of the economic effects of the COVID-19 pandemic have had a destabilizing effect on financial markets, key market indices and overall economic activity. The uncertainty regarding the duration of the pandemic and the resulting economic disruption have caused increased market volatility and have led to an economic recession and a significant decrease in consumer confidence and business generally. The continuation of these conditions, including whether due to a resurgence or a second wave of COVID-19 infections, particularly as the geographic areas in which we operate reopen, and the uncertainty of the timing of a widely available vaccine, as well as the impacts of the CARES Act and other federal and state measures, specifically with respect to loan forbearances, has adversely affected our results of operations and financial condition, and can be expected to further adversely impact our businesses and results of operations and the operations of our borrowers, customers and business partners. In particular, these events have had, and/or can be expected to continue to have the following effects, among other things:

•impair the ability of borrowers to repay outstanding loans or other obligations, resulting in increases in delinquencies and modifications to loans;

•impair the value of collateral securing loans (particularly with respect to real estate);

•impair the value of our securities portfolio;

•require a significant increase in our allowance and provision for loan losses, and the possibility of additional loan losses;

•adversely affect the stability of our deposit base or otherwise impair our liquidity;

•reduce our revenues from fee-based services, including wealth management, and the demand for our products and services;

•create stress on our operations and systems associated with our participation in the Paycheck Protection Program as a result of ~~high demand~~receiving and ~~volume of~~processing forgiveness applications;

•result in increased compliance risk as we become subject to new regulatory and other requirements associated with the ~~Paycheck Protection Program,~~PPP, and other new programs in which we may participate;

•impair the ability of loan guarantors to honor commitments;

•negatively impact our regulatory capital ratios;

•negatively impact the productivity and availability of key personnel and other employees necessary to conduct our business, and of third-party service providers who perform critical services for us, or otherwise cause operational failures due to changes in our normal business practices necessitated by the pandemic and related governmental actions; and

•increase cyber and payment fraud risk and other operational risks, given increased online and remote activity.

Prolonged measures by health or other governmental authorities encouraging or requiring significant restrictions on travel, assembly or other core business practices, or the imposition of new measures after re-opening has started, could further harm our business and those of our customers, in particular our small to medium sized business customers. Although we have business continuity plans and other safeguards in place, there is no assurance that they will be effective.

Our results of operations have been adversely affected by the factors described above. For example, ~~in the quarter ended June~~through September 30, 2020, these factors resulted in ~~approximately 2,686~~2,612 temporary loan modifications, totaling approximately ~~$893~~$897 million, or ~~27%~~26% of total loans. As of September 30, 2020, 66 loans totaling $100.7 million, or 3% of the Company’s loan portfolio, were still in deferment. Although the ultimate impact of these factors over the longer term is uncertain and we do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole, nor the pace of recovery when the COVID-19 pandemic subsides, the decline in economic conditions generally and a prolonged negative impact on small to ~~medium sized~~medium-sized businesses, in particular, due to COVID-19 is likely to result in an adverse effect on our business, financial condition and results of operations in future periods and may heighten many of our other known risks described below.

Table of Contents

As a business operating in the financial services industry, BancPlus’ business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

~~Table of Contents~~

BancPlus’ business and operations, which primarily consist of lending money to customers in the form of loans, borrowing money from customers in the form of deposits and investing in securities, are sensitive to general business and economic conditions in the ~~U.S.~~United States. Although the U.S. economy, as a whole, had improved significantly over the past several years prior to the COVID-19 pandemic, the business environment in which BancPlus operates has been impacted by the effects of the COVID-19 pandemic. Uncertainty about the federal fiscal policymaking process and the medium and long-term fiscal outlook of the federal government and U.S. economy is a concern for businesses, consumers and investors in the ~~U.S.~~United States. In addition, economic conditions in foreign countries, including global political hostilities, uncertainty over the stability of the euro currency and imposition of tariffs on products, could further affect the stability of global financial markets, which could hinder domestic economic growth. The current economic environment is characterized by recent interest rate changes that impacted BancPlus’ cost of funds and could adversely affect its net interest margin, which in turn is expected to decrease its earnings. All of these factors could individually or in the aggregate be detrimental to BancPlus’ business, and the interplay between these factors can be complex and unpredictable. BancPlus’ business is also significantly affected by monetary and related policies of the U.S. government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond BancPlus’ control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on BancPlus’ business, financial condition, results of operations or prospects.

BancPlus may be adversely affected by the soundness of other financial institutions.

BancPlus’ ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty and other relationships. BancPlus has exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including broker-dealers, commercial banks, investment banks and other financial intermediaries. In addition, BancPlus participates in loans originated by other institutions and syndicated transactions (including shared national credits) in which other lenders serve as the lead bank. As a result, defaults by, declines in the financial condition of, or even rumors or questions about, one or more financial institutions, financial service companies or the financial services industry generally, may lead to difficulties related to liquidity, asset quality or other problems and could lead to losses or defaults by BancPlus or by other institutions. These problems, losses or defaults could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

The current geographic concentration of BancPlus’ markets in Mississippi, Alabama and Louisiana makes BancPlus more sensitive to adverse changes in the local economy than its more geographically diversified competitors, and more susceptible to lower growth rates ~~from~~in that region, and adverse economic conditions in these markets could negatively impact BancPlus’ business, financial condition or results of operations.

Unlike larger financial institutions that are more geographically diverse, BancPlus is primarily a Mississippi banking franchise with locations in Alabama and Louisiana. As of ~~June~~September 30, 2020, a significant amount of BancPlus’ total loans (by dollar amount) were made to borrowers who reside or conduct business in the Mississippi, Alabama, and Louisiana markets, and substantially all of BancPlus’ real estate loans, including those acquired in the recent merger with ~~State Capital Corp. (“SCC”),~~SCC, are secured by properties located in these markets. A deterioration in local economic conditions or in the residential or commercial real estate markets could have an adverse effect on the quality of BancPlus’ portfolio, the demand for its products and services, the ability of borrowers to timely repay loans and the value of the collateral securing loans. If the population, employment or income growth in ~~one~~any of BancPlus’ markets is negative or slower than projected, income levels, deposits and real estate development could be adversely impacted. Some of BancPlus’ larger competitors that are more geographically diverse may be better able to manage and mitigate risks posed by adverse conditions impacting only local or regional markets. For these reasons, any regional or local economic downturn could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

In addition, the Mississippi, Alabama and Louisiana economies grew at overall rates less than the United States economy, as a whole. For its market share to increase substantially, BancPlus must attract customers from its competitors. If BancPlus is unable to do so, it may be unable to execute its business strategy, which could have an adverse effect on its business, financial condition or results of operations.

The markets in which BancPlus operates are susceptible to tornadoes, flooding, natural disasters, public health crises and other catastrophic events, which could result in a disruption of BancPlus’ operations and increases in loan losses.

Table of Contents

A significant portion of BancPlus’ business is generated from markets that have been, and may continue to be, susceptible to damage by major seasonal flooding, tornadoes, hurricanes and other natural disasters and adverse weather. Natural disasters can disrupt BancPlus’ operations, cause widespread property damage, and severely depress the local economies in which it operates.

~~Table of Contents~~

Additionally, acts of war or terrorism, civil unrest, and other adverse external events could have a significant impact on BancPlus’ business, financial condition or results of operations. If the economies in BancPlus’ primary markets experience an overall decline as a result of a natural disaster, adverse weather, a public health crisis or other catastrophic or adverse external event, demand for loans and BancPlus’ other products and services could be reduced. In addition, the rates of delinquencies, foreclosures, bankruptcies and loan losses may increase substantially, as uninsured property losses or sustained job interruption or loss may materially impair the ability of borrowers to repay their loans. Moreover, the value of real estate or other collateral that secures the loans could be materially and adversely affected by a disaster. A natural or man-made disaster could, therefore, result in decreased revenue and loan losses that could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

2. Risks Related to Our Business

The concentration of small to medium-sized businesses to which BancPlus lends may be more vulnerable to adverse business developments, which may impair BancPlus’ borrowers’ ability to repay loans.

BancPlus focuses its business development and marketing strategy primarily on small to medium-sized businesses. Small to medium-sized businesses frequently have smaller market shares than their competition, may be more vulnerable to economic downturns, often need substantial additional capital to expand or compete and may experience substantial volatility in operating results, any of which may impair a borrower’s ability to repay a loan. This may be especially true given the effects of the COVID-19 pandemic. In addition, the success of a small or medium-sized business often depends on the management skills, talents and efforts of one or two people or a small group of people, and the death, disability or resignation of one or more of these people could have an adverse impact on the business and its ability to repay its loan. If general economic conditions negatively impact the markets in which BancPlus operates and small to medium-sized businesses are adversely affected, or BancPlus’ borrowers are otherwise harmed by adverse business developments, this, in turn, could have a material adverse effect on its business, financial condition or results of operations.

BancPlus’ loan portfolio contains a number of large loans to certain borrowers, and a deterioration in the financial condition of these borrowers could have a significant adverse impact on its asset quality.

BancPlus’ growth over the past several years has been partially attributable to its ability to originate and retain relatively large loans given its asset size. As of ~~June~~September 30, 2020, BancPlus’ 20 largest borrowing relationships represented ~~8.26%~~7.64% of its total outstanding loan portfolio, including mortgage loans held for sale, and ~~9.43%~~9.36% of its total commitments to extend credit. Along with other risks inherent in BancPlus’ loans, such as the deterioration of the underlying businesses or property securing these loans, the larger size of these loans presents a risk to its lending operations. If any of its largest borrowers become unable to repay their loan obligations as a result of economic or market conditions or personal circumstances, or are otherwise granted forgiveness or automatic forbearance under the CARES Act or other temporary modifications as a result of the COVID-19 pandemic, BancPlus’ nonperforming loans and its provision for loan losses could increase significantly, which could have a material adverse effect on its business, financial condition or results of operations.

The borrowing needs of BancPlus’ customers may increase, especially during a challenging economic environment, which could result in increased borrowing against BancPlus’ contractual obligations to extend credit.

The actual borrowing needs of BancPlus’ customers under these credit commitments have historically been lower than the contractual amount of the commitments. Because of the credit profile of its customers, BancPlus typically has a substantial amount of total unfunded credit commitments, which is not reflected on its balance sheet. As of ~~June~~September 30, 2020, BancPlus had ~~$756.0~~$792.9 million in unfunded credit commitments to its customers. Actual borrowing needs of BancPlus’ customers may exceed BancPlus’ expectations, especially during a challenging economic environment when customers’ companies may be more dependent on BancPlus’ credit commitments due to the lack of available credit elsewhere, the increasing costs of credit, or the limited availability of financing from other sources. The COVID-19 pandemic and the resulting stresses on the economy have substantially increased, and continue to increase, the borrowing needs of customers. This could adversely affect BancPlus’ liquidity, which could impair its ability to fund operations and meet obligations as they become due. Any failure to meet BancPlus’ unfunded credit commitments in accordance with the actual borrowing needs of its clients could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

Table of Contents

BancPlus faces significant competition to attract and retain customers, which could impair its growth, decrease its profitability or result in loss of market share.

~~Table of Contents~~

BancPlus operates in the highly competitive banking industry and in very competitive markets and faces significant competition for customers from bank and non-bank competitors, particularly regional institutions, in originating loans, attracting deposits and providing other financial services. BancPlus’ competitors are generally larger and may have significantly more resources, greater name recognition, and more extensive and established branch networks or geographic footprints than BancPlus does. Because of their scale, many of these competitors can be more aggressive than BancPlus can be on loan and deposit pricing. Also, many of BancPlus’ non-bank competitors have fewer regulatory constraints and may have lower cost structures. BancPlus expects competition to continue to intensify due to financial institution consolidation, legislative, regulatory and technological changes and the emergence of alternative banking sources.

BancPlus’ ability to compete successfully will depend on a number of factors, including, among others:

i.•its ability to develop, maintain and build long-term customer relationships based on top quality service, high ethical standards and safe, sound assets;

~~ii.~~•its scope, relevance and pricing of products and services offered to meet customer needs and demands;

~~iii.~~•the rate at which it introduces new products and services relative to its competitors;

~~iv.~~•customer satisfaction with its level of service;

v.•its ability to expand its market position;

~~vi.~~•industry and general economic trends; and

~~vii.~~•its ability to keep pace with technological advances and to invest in new technology.

Increased competition could require BancPlus to increase the rates it pays on deposits or lower the rates it offers on loans, which could reduce its profitability. BancPlus’ failure to compete effectively in its primary markets could cause it to lose market share and could have a material adverse effect on its business, financial condition or results of operations.

BancPlus’ business strategy includes growth, and our business, financial condition and results of operations could be negatively affected if BancPlus fails to grow or fails to manage growth effectively.

BancPlus’ business has grown at a steady pace, but it may not be able to maintain its historical rate of growth, which could have an adverse effect on its ability to successfully implement its business strategy. BancPlus’ primary strategy focuses on organic growth, supplemented by acquisitions of banking teams or other financial institutions. BancPlus may be unable to execute on aspects of its growth strategy to sustain its historical rate of growth, or BancPlus may be unable to grow at all. Various factors, such as economic conditions and competition, may impede or prohibit the growth of BancPlus’ operations, the opening of new branches and the consummation of acquisitions. The success of BancPlus’ strategy also depends on its ability to effectively manage growth, which is dependent upon a number of factors, including its ability to adapt existing credit, operational, technology and governance infrastructure to accommodate expanded operations. If BancPlus fails to build infrastructure sufficient to support rapid growth or fails to implement one or more aspects of its strategy, it may be unable to maintain historical earnings trends, which could have a material adverse effect on its business, financial condition or results of operations.

In particular, BancPlus’ business strategy includes evaluating strategic opportunities to grow through de novo branching, and it believes that banking location expansion has been meaningful to its growth since inception. Over the last five years, BancPlus has entered two new markets where it opened five new locations. De novo branching carries with it certain potential risks, including significant startup costs and anticipated initial operating losses; an inability to gain regulatory approval; an inability to secure the services of qualified senior management to operate the de novo banking location and successfully integrate and promote BancPlus’ corporate culture; poor market reception for de novo banking locations established in markets where it does not have a preexisting reputation; challenges posed by local economic conditions; challenges associated with securing attractive locations at a reasonable cost; and the additional strain on management resources and internal systems and controls. Failure to adequately manage the risks associated with BancPlus’ growth through de novo branching could have a material adverse effect on its business, financial condition or results of operations.

BancPlus may pursue acquisitions in the future, which could expose it to financial, execution and operational risks.

Although it plans to continue to grow its business organically, BancPlus may from time to time consider acquisition opportunities

that BancPlus believes complement its activities and have the ability to enhance its profitability. BancPlus may not be able to successfully identify suitable candidates, negotiate appropriate acquisition terms, complete proposed acquisitions, successfully integrate acquired businesses into the existing operations, or expand into new markets. Once integrated, acquired operations may

Table of Contents

not achieve levels of revenues, profitability, or productivity comparable with those achieved by BancPlus’ existing operations, or otherwise perform as expected. BancPlus’ acquisition activities could be material to its business and involve a number of risks, including those associated with:

~~Table of Contents~~

•the diversion of management attention from the operation of its existing business to identify, evaluate and negotiate potential transactions;

•the ability to attract funding to support additional growth within acceptable risk tolerances;

•the use of inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

•the ability to maintain asset quality;

•the adequacy of due diligence and the potential exposure to unknown or contingent liabilities related to the acquisition;

•the retention of customers and key personnel, including bankers;

•the timing and uncertainty associated with obtaining necessary regulatory approvals;

•the risk of losing its ~~Community Development Financial Institution (“CDFI”)~~CDFI status due to the addition of markets that do not qualify as low- or moderate-income markets;

•the incurrence of an impairment of goodwill associated with an acquisition and material adverse effects on its results of operations;

•the ability to successfully integrate acquired businesses; and

•the maintenance of adequate regulatory capital.

BancPlus may not properly ascertain all such risks prior to an acquisition or prior to such a risk impacting BancPlus while integrating an acquired company. As a result, difficulties encountered with acquisitions could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

BancPlus may not be able to realize the anticipated benefits of the merger with SCC on a timely basis or at all, and doing so may be more difficult or costly than expected.

A successful combination of the operations of BancPlus and SCC following the merger of BancPlus and SCC (the “Merger”) will depend substantially on BancPlus’ ability to consolidate operations, systems and procedures and to eliminate redundancies and costs and has required, and will continue to require, the dedication of the time and resources of BancPlus’ management. BancPlus may not be able to combine the operations of SCC with its operations or otherwise realize the anticipated benefits of the Merger on a timely basis or at all without encountering difficulties, such as:

•the loss of key employees and customers;

•the disruption of operations and business;

•the 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;

•general market and economic conditions and governmental actions affecting the financial services industry generally; and/or

•problems with the assimilation of new operations, sites or personnel, which could divert resources from regular banking operations.

Additionally, as a result of the Merger, BancPlus has expanded its operations to include four additional branches in Alabama and 11 branches in Louisiana. While BancPlus has had some experience with banking transactions in the past in these states, it is developing additional plans to maintain and grow its business in these states. BancPlus is less familiar with the economies and business environment and opportunities in these states and will be required to devote additional time to operations there.

BancPlus’ efforts to successfully integrate SCC and otherwise realize the anticipated benefits of the Merger could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, and could materially impact its business, financial condition or results of operations. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

New lines of business, products, product enhancements or services may subject BancPlus to additional risks.

From time to time, BancPlus implements new lines of business, or offers new products and product enhancements as well as new services within its existing lines of business, and it will continue to do so in the future. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In implementing,

Table of Contents

developing or marketing new lines of business, products, product enhancements or services, BancPlus may invest significant time and resources, but BancPlus may not assign the appropriate level of resources or expertise necessary to make these new lines of

~~Table of Contents~~

business, products, product enhancements or services successful or to realize their expected benefits. Further, initial timetables for the introduction and development of new lines of business, products, product enhancements or services may not be achieved, and price and profitability targets may not prove feasible. External factors, such as compliance with regulations, competitive alternatives and shifting market preferences, may also impact the ultimate implementation of new lines of business or offerings of new products, product enhancements or services. Furthermore, any new line of business, product, product enhancement or service could have a significant impact on the effectiveness of BancPlus’ system of internal controls. Failure to successfully manage these risks in the development and implementation of new lines of business or offerings of new products, product enhancements or services could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

BancPlus relies heavily on its executive management team and other key personnel, and the loss of any of these individuals could adversely impact its business or reputation.

BancPlus’ success depends in large part on the performance of its key personnel, including bankers, as well as on its ability to attract, motivate and retain highly qualified senior and middle management and other skilled employees. Qualified individuals are in high demand, and BancPlus may incur significant costs to attract and retain them. BancPlus may face difficulties in recruiting and retaining bankers of its desired caliber, including as a result of competition from other financial institutions. In particular, many of BancPlus’ competitors are significantly larger with greater financial resources and may be able to offer more attractive compensation packages and broader career opportunities. Additionally, BancPlus may incur significant expenses and expend significant time and resources on training, integration and business development before it is able to determine whether new bankers or other key personnel will be profitable or effective. BancPlus may not be successful in retaining its key personnel, and the unexpected loss of services of one or more of its key personnel could have an adverse effect on its business because of their skills, knowledge of and business relationships within BancPlus’ primary markets, years of industry experience and the difficulty of promptly finding qualified replacement personnel. If the services of any of BancPlus’ key personnel should become unavailable for any reason, BancPlus may not be able to identify and hire qualified persons on terms acceptable to BancPlus, or at all, which could have a material adverse effect on its business, financial condition or results of operations.

BancPlus’ ability to maintain its reputation is critical to the success of its business.

BancPlus has benefited from strong relationships with and among its customers. As a result, its reputation is one of the most valuable components of its business. BancPlus’ growth over the past several years has depended on attracting new customers from competing financial institutions and increasing its market share, primarily by its involvement in its primary markets and word-of-mouth advertising, rather than on growth in the market for banking services in its primary markets. As such, BancPlus strives to enhance its reputation by recruiting, hiring and retaining employees who share its core values of being an integral part of the communities it serves and delivering superior service to its customers. If BancPlus’ reputation is negatively affected by the actions of its employees; litigation or regulatory actions; compliance failures; any perceived weakness in its financial strength or liquidity; technological, cybersecurity or other security breaches resulting in improper disclosure of client or personal information; or otherwise, its existing relationships may be damaged. BancPlus could lose some of its existing customers, including groups of large customers who have relationships with each other, and BancPlus may not be successful in attracting new customers. Any such developments could have a material adverse effect on BancPlus’ business, financial condition or results of operations. In addition, in the event BancPlus determines it to be in its best financial interest to close branches, BancPlus could suffer reputational damage from community opposition and ~~Federal Deposit Insurance Corporation (“FDIC”)~~FDIC scrutiny, as well as loss of customers who choose not to transfer business to a different branch. In addition, there is a financial risk that the retired branch real estate could not be sold without loss.

3. Credit, Liquidity and Capital Risks

BancPlus may not be able to adequately measure and limit its credit risk, which could lead to unexpected losses.

As a lender, BancPlus is exposed to the risk that the principal of, or interest on, a loan will not be repaid timely or at all or that the value of any collateral supporting a loan will be insufficient to cover its outstanding exposure. In addition, BancPlus is exposed to risks with respect to the period of time over which the loan may be repaid, risks relating to proper loan underwriting, risks resulting from changes in economic and industry conditions, and risks inherent in dealing with individual loans and borrowers. The creditworthiness of a borrower is affected by many factors, including local market conditions and general economic conditions. Many of BancPlus’ loans are made to small to medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers. If the economic climate in the U.S. generally, or in BancPlus’ market areas, continue to experience material disruption, particularly due to the COVID-19 pandemic, its borrowers

Table of Contents

may experience difficulties in repaying their loans, the collateral BancPlus holds may decrease in value or become illiquid, and the level of nonperforming loans, charge-offs and delinquencies could rise and require significant additional provisions for loan

~~Table of Contents~~

losses. BancPlus’ risk management practices, such as monitoring the concentration of its loans within specific industries and markets and its credit approval, review and administrative practices may not adequately assess and reduce credit risk, and BancPlus’ credit administration personnel, policies and procedures may not adequately adapt to changes in economic or any other conditions affecting customers and the quality of the loan portfolio. A failure to effectively measure and limit the credit risk associated with BancPlus’ loan portfolio may result in unexpected losses and adversely affect its business, financial condition or results of operations.

A lack of liquidity could impair BancPlus’ ability to fund operations.

Liquidity is essential to BancPlus’ business, and BancPlus monitors its liquidity and manages its liquidity risk at the BancPlus and BankPlus levels. BancPlus relies on its ability to generate deposits and effectively manage the repayment and maturity schedules of its loans and investment securities, respectively, to ensure that it has adequate liquidity to fund its operations. An inability to raise funds through deposits, borrowings, the sale of BancPlus’ investment securities, the sale of loans, and other sources could have a substantial negative effect on BancPlus’ liquidity. BancPlus’ most important source of funds is deposits, and its future growth will largely depend on its ability to retain and grow its deposit base. Deposits are subject to potentially dramatic fluctuations in availability or price due to certain factors outside of BancPlus’ control, such as increasing competitive pressures for deposits, including when customers perceive alternative investments as providing a better risk/return tradeoff, changes in interest rates and returns on other investment classes, customer perceptions of BancPlus’ financial health and general reputation, or a loss of confidence by customers in BancPlus’ or the banking sector generally, which could result in significant outflows of deposits within short periods of time or significant changes in pricing necessary to maintain current customer deposits or attract additional deposits. If customers move money out of bank deposits and into other investments such as money market funds, BancPlus would lose a relatively low-cost source of funds, increasing its funding costs and reducing its net interest income and net income.

Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities. BancPlus has the ability to borrow from Federal Home Loan Bank of Dallas and the Federal Reserve Bank of St. Louis, which provides it access to a secondary source of funds. BancPlus may also borrow funds from third-party lenders, such as other financial institutions, and has access to other funding avenues, including the ~~Paycheck Protection Program~~PPP Liquidity ~~Facility.~~Facility which BancPlus has not utilized to date. An additional source of funds is the proceeds from the issuance and sale of BancPlus’ equity and debt securities to investors. BancPlus’ access to funding sources in amounts adequate to finance or capitalize its activities, or on terms that are acceptable to it, could be impaired by factors that affect BancPlus directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, including negative impacts on the economy and markets caused by the COVID-19 pandemic. BancPlus’ access to funding sources could also be affected by a decrease in the level of its business activity as a result of a downturn in its primary market area or by one or more adverse regulatory actions against it.

Any decline in available funding could adversely impact BancPlus’ ability to originate loans, invest in securities, meet its expenses, or to fulfill obligations such as repaying its borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on its liquidity and could, in turn, have an adverse effect on its business, financial condition or results of operations. In addition, because BancPlus’ primary asset at the holding company level is BankPlus, BancPlus’ liquidity at the holding company level depends primarily on its receipt of dividends from BankPlus. If BankPlus is unable to pay dividends to BancPlus for any reason, BancPlus may be unable to satisfy its holding company level obligations, which include funding operating expenses, debt service and dividends.

Interest rate shifts could reduce net interest income.

Like most financial institutions, BancPlus’ earnings depend to a great extent upon the level of its net interest income, or the difference between the interest income it earns on loans, investments and other interest earning assets, and the interest it pays on interest-bearing liabilities, such as deposits and borrowings. Changes in interest rates can increase or decrease BancPlus’ net interest income depending on the make-up of its assets and liabilities. When interest-bearing liabilities mature or reprice more quickly or to a greater degree than interest earning assets in a period, an increase in interest rates could reduce net interest income. Similarly, when interest earning assets mature or reprice more quickly, or to a greater degree than interest-bearing liabilities, falling interest rates could reduce net interest income. As of ~~June~~September 30, 2020, ~~29.9%~~28.3% of BancPlus’ interest earning assets and ~~10.0%~~11.9% of its interest-bearing liabilities were variable rate. These percentages of variable rate balances, as well as the terms of BancPlus’ fixed rate interest-bearing balances, resulted in a slightly asset sensitive balance sheet as ~~June~~September 30, 2020. ~~Assuming a stable product~~

7072

Table of Contents

Assuming a stable product mix, no change in customer behavior, no change in yield curve and stability of related items, BancPlus’ net interest income would increase with rising interest rates and decrease with falling interest rates.

Additionally, an increase in interest rates may, among other things, reduce the demand for loans, decrease loan repayment rates, and increase early withdrawals on term deposits. The Federal Reserve has indicated that it will maintain the target range for the federal funds rate at low levels for some time to come, but changes to the target range are unpredictable. A decrease in the general level of interest rates, including the Federal ~~Reserve Board’s~~Reserve’s sharp reduction in interest rates in response to the economic and financial effects of the COVID-19 pandemic, may affect BancPlus through, among other things, increased prepayments on its loan portfolio, and its cost of funds may not fall as quickly as yields on earning assets. BancPlus’ asset-liability management strategy may not be effective in mitigating exposure to the risks related to changes in market interest rates.

Because a significant portion of BancPlus’ loan portfolio is comprised of real estate loans, negative changes in the economy affecting real estate values and liquidity could impair the value of collateral securing BancPlus’ real estate loans and result in loan and other losses.

Real estate values in BancPlus’ markets have experienced periods of fluctuation over the last several years, and recovery from declines in value has been slow and uneven and illiquidity of real estate holdings has increased. The market value of real estate can fluctuate significantly in a short period of time. As of ~~June~~September 30, 2020, ~~$2.5~~$2.6 billion, or ~~75.4%~~75.1%, of BancPlus’ total loan portfolio was comprised of loans with real estate as a primary component of collateral. Adverse changes affecting real estate values and the liquidity of real estate in one or more of BancPlus’ markets could increase the credit risk associated with its loan portfolio, and could result in losses that adversely affect its business, financial condition or results of operations. Negative changes in the economy affecting real estate values and liquidity in BancPlus’ market areas, including as a result of the COVID-19 pandemic, could significantly impair the value of property pledged as collateral on loans and affect its ability to sell the collateral upon foreclosure without a loss or additional losses. Collateral may have to be sold for less than the outstanding balance of the loan, which could result in losses on such loans. Further, if real estate values decline, it is also more likely that BancPlus would be required to increase its allowance for loan losses. Such events could have an adverse effect on BancPlus’ business, financial condition or results of operations.

In particular, as of ~~June~~September 30, 2020, BankPlus and BancPlus’ wholly owned subsidiary, Oakhurst Development, Inc. (“Oakhurst”), carry an aggregate of ~~$8.9~~$6.8 million in other real estate owned (“OREO”) acquired by foreclosure or otherwise in satisfaction of debts previously contracted. Although foreclosures and acquisitions of OREO are expected, negative changes in the economy affecting real estate values and the liquidity of real estate in BancPlus’ market areas could force BancPlus to foreclose upon collateral, which could significantly impair the value of property carried in its OREO accounts, increase the loss associated with OREO and affect BancPlus’ ability to sell such real estate without additional loss. Further, as of ~~June~~September 30, 2020, BancPlus’ commercial real estate loans totaled ~~$1.5~~$1.6 billion, or ~~45.2%~~45.6%, of its total loan portfolio. These loans expose BancPlus to greater credit risk than loans secured by residential real estate because the collateral securing these loans typically cannot be liquidated as easily as residential real estate because there are fewer potential purchasers of the collateral. Additionally, commercial real estate loans generally involve relatively large balances to single borrowers or related groups of borrowers. Accordingly, charge-offs on commercial real estate loans may be larger on a per loan basis than those incurred with BancPlus’ residential or consumer loan portfolios. Unexpected deterioration in the credit quality of BancPlus’ commercial real estate loan portfolio would require it to increase its provision for loan losses, which would reduce its profitability and could materially and adversely affect its business, financial condition or results of operations.

Finally, since BancPlus may be forced to foreclose on the collateral and own the underlying real estate, BancPlus may be subjected to the costs and potential risks associated with the ownership of the real property. BancPlus’ inability to manage the amount of costs or size of the risks associated with the ownership of real estate, or write-downs in the value of OREO, could have a material adverse effect on its business, financial condition or results of operations.

A portion of BancPlus’ loan portfolio is comprised of commercial loans secured by receivables, inventory, equipment or other commercial collateral, the deterioration in value of which could expose it to loan losses.

As of ~~June~~September 30, 2020, approximately ~~$680.3~~$704.1 million, or ~~20.4%~~20.6%, of BancPlus’ total loans were commercial loans to businesses. In general, these loans are collateralized by general business assets including, among other things, accounts receivable, inventory and equipment, and most are backed by a personal guaranty of the borrower or principal. These commercial loans are typically larger in amount than loans to individuals and, therefore, have the potential for larger losses on a single loan basis. Additionally, the repayment of commercial loans is subject to the ongoing business operations of the borrower. The collateral securing such loans generally includes movable property, such as equipment and inventory, which may decline in value more rapidly than BancPlus anticipates, exposing it to increased credit risk. In addition, a portion of BancPlus’ customer base,

Table of Contents

including customers in the real estate business, may be exposed to volatile businesses or industries which are sensitive to commodity prices or market

~~Table of Contents~~

fluctuations. Accordingly, negative changes in commodity prices and real estate values and liquidity could impair the value of the collateral securing these loans. Significant adverse changes in the economy or local market conditions in which BancPlus’ commercial lending customers operate could cause rapid declines in loan collectability and the values associated with general business assets, resulting in inadequate collateral coverage that may expose it to loan losses and could materially and adversely affect its business, financial condition or results of operations.

BancPlus may be required to repurchase mortgage loans in some circumstances, which could diminish its liquidity.

Historically, BancPlus has originated its mortgage loans for sale in the secondary market. When mortgage loans are sold in the secondary market, BancPlus is required to make customary representations and warranties to the purchasers about the mortgage loans and the manner in which they were originated. The mortgage loan sale agreements require BancPlus to repurchase or substitute mortgage loans or indemnify buyers against losses, in the event it breaches these representations and warranties. In addition, BancPlus may be required to repurchase mortgage loans as a result of early payment default of the borrower on a mortgage loan. If repurchase and indemnity demands increase and such demands are valid claims, BancPlus’ liquidity could diminish, which could have an adverse effect on its business, financial condition or results of operations. During 2020, 2019, 2018, 2017 or 2016 BancPlus was not required to repurchase ~~during 2020, 2019, 2018, 2017 or 2016~~ any material amount of mortgage loans sold into the secondary market. Fannie Mae and Freddie Mac have, in light of the pandemic, temporarily relaxed certain requirements on the loans that they purchase. The re-imposition of these requirements could adversely affect our ability to sell loans to the two entities.

BancPlus’ allowance for loan losses may prove to be insufficient to absorb losses inherent in its loan portfolio, which could have an adverse effect on its business, financial condition and results of operations.

BancPlus’ experience in the banking industry indicates that some portion of its loans will not be fully repaid in a timely manner or at all. Accordingly, BancPlus maintains an allowance for loan losses that represents management’s judgment of probable losses and risks inherent in its loan portfolio. The level of the allowance reflects management’s continuing evaluation of general economic conditions, diversification and seasoning of the loan portfolio, historic loss experience, identified credit problems, delinquency levels and adequacy of collateral. The determination of the appropriate level of the allowance for loan losses is inherently highly subjective and requires BancPlus to make significant estimates of and assumptions regarding current credit risks and future trends, all of which may undergo material changes. As of ~~June~~September 30, 2020, BancPlus’ allowance for loan losses was ~~$24.1~~$26.8 million. Inaccurate management assumptions, continued deterioration of economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, temporary modifications, loan forgiveness, automatic forbearance and other factors, both within and outside of BancPlus’ control, may require it to increase its allowance for loan losses. In addition, federal and state banking regulators, as an integral part of their periodic examination, review the adequacy of BancPlus’ allowance for loan losses and may direct it to make additions to the allowance based on their judgments about information available to them at the time of their examination. Further, if actual charge-offs in future periods exceed the amounts allocated to the allowance for loan losses, BancPlus may need additional provision for loan losses to restore the adequacy of its allowance for loan losses. If BancPlus is required to materially increase its level of allowance for loan losses for any reason, such increases could have an adverse effect on its business, financial condition or results of operations.

BancPlus is dependent upon significant ~~non-interest~~noninterest income, including deposit fees, some of which are under continual review by federal regulators and Congress.

As of ~~June~~September 30, 2020, BancPlus’ ~~non-interest~~noninterest income, including service charges on deposits, totaled ~~$26.8~~$45.4 million and constituted ~~26.2%~~27.1% of total revenue. BancPlus’ transaction account deposit base generates a significant contribution to its fee income through service charges on deposit accounts, largely in the form of overdraft fees, non-sufficient fund fees, and other deposit related service charges. BankPlus offers a discretionary overdraft service and many of BancPlus’ deposit customers elect to use this service, which will generate overdraft fees when the service is accessed. Such programs are under continual scrutiny by the prudential bank regulators as well as consumer rights groups. While BancPlus continually adjusts to comply with industry best practices, federal bank regulators or Congress could impose additional restrictions on overdraft programs, which could reduce fees on the products offered. Because BancPlus derives a significant portion of its revenues from ~~non-interest~~noninterest income, a reduction in such fees could have a material adverse impact on its business, financial condition or results of operations.

The amount of nonperforming and classified assets may increase significantly and may take significant time and resources to resolve, resulting in additional losses, costs and expenses.

At ~~June~~September 30, 2020, BancPlus had a total of approximately ~~$26.3~~$21.4 million of nonperforming assets, or approximately ~~0.58%~~0.47% of total assets. In addition, total loans classified as “substandard,” “doubtful” or “loss” as of ~~June~~September 30, 2020 were approximately ~~$50.9~~

Table of Contents

$69.9 million, or approximately ~~1.12%~~1.54% of total assets. Nonperforming assets adversely affect BancPlus’ net income in various ways. BancPlus generally does not record interest income on OREO or on nonperforming loans, thereby adversely affecting its income

~~Table of Contents~~

and increasing loan administration costs. Moreover, when BancPlus takes collateral in foreclosures and similar proceedings, it is required to mark the related asset to the then fair value less estimated selling costs of the collateral, which may ultimately result in a loss. An increase in the level of nonperforming assets increases BancPlus’ risk profile and may also impact the capital levels regulators believe are appropriate in light of the ensuing risk profile. While BancPlus seeks to reduce problem assets through loan workouts, restructurings, and otherwise, decreases in the value of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic and market conditions beyond its control, could have a material effect on its business, financial condition or results of operations. In addition, the resolution of nonperforming assets can require significant commitments of time from management, which may materially and adversely impact their ability to perform their other responsibilities. BancPlus may not experience future increases in the value of nonperforming assets.

Should the amount of nonperforming assets increase in the future, BancPlus may incur losses, and the costs and expenses to maintain such assets likewise can be expected to increase and potentially negatively affect earnings. An additional increase in losses due to such assets could have a material adverse effect on BancPlus’ business, financial condition or results of operations. Such effects may be particularly pronounced in a market of reduced real estate values and excess inventory.

BancPlus may need to raise additional capital in the future, and if it fails to maintain sufficient capital, BancPlus may not be able to maintain regulatory compliance.

BancPlus faces significant capital and other regulatory requirements as a financial institution. BancPlus may need to raise additional capital in the future to provide it with sufficient capital resources and liquidity to meet its commitments and business needs, which could include the possibility of financing acquisitions. In addition, BancPlus, on a consolidated basis, and BankPlus, on a stand-alone basis, must meet certain regulatory capital requirements and maintain sufficient liquidity in such amounts as bank regulators may require from time to time, as described in greater detail below in ~~“—Risks Related to the Regulation of BancPlus’ Industry.~~“5. Compliance and Regulatory Risks.” Importantly, regulatory capital requirements could increase from current levels, which could require BancPlus to raise additional capital or reduce its operations. Even if BancPlus satisfies all applicable regulatory capital minimums, its regulators could ask it, and in some cases, require it, to maintain capital levels which are significantly in excess of those minimums. BancPlus’ ability to raise additional capital depends on conditions in the capital markets, economic conditions and a number of other factors, including investor perceptions regarding the banking industry, market conditions and governmental activities, and on its financial condition and performance. Accordingly, BancPlus cannot assure you that it will be able to raise additional capital if needed or on terms acceptable to it. If BancPlus fails to maintain capital to meet regulatory requirements, it could be subject to enforcement actions or other regulatory consequences, which could have a material adverse effect on its business, financial condition or results of operation.

If BancPlus were to lose its status as a CDFI, its ability to obtain grants and awards as a CDFI like those it has received in the past may be diminished or lost.

A portion of BancPlus’ community development business has historically been augmented by its status as a CDFI. CDFI status increases the potential for receiving grants and awards that, in turn, enable a financial institution to increase the level of community development financial services that it provides to communities. In the event BancPlus does not meet one or more of the annual recertification criteria, the CDFI Fund, in its sole discretion, may provide an opportunity for BancPlus to cure deficiencies prior to issuing a notice of termination of certification. From 2014 through the current period, BancPlus has received an aggregate of ~~$8.3~~$9.1 million in grants made possible due to its status as a CDFI. A loss of such status, and the resulting inability to obtain certain grants and awards received in the past, could have an adverse effect on BancPlus’ business, financial condition or results of operations.

The fair value of BancPlus’ investment securities can fluctuate due to factors outside of its control.

As of ~~June~~September 30, 2020, the fair value of BancPlus’ portfolio of available for sale investment securities was approximately ~~$351.5~~$337.7 million, which included a net unrealized gain of approximately ~~$10.1~~$9.9 million. Factors beyond BancPlus’ control can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions, defaults by the issuer, changes in market interest rates and instability in the capital markets. Many factors could cause other-than-temporary impairments and realized or unrealized losses in future periods. The process for determining whether impairment of a security is other-than-temporary often requires complex, subjective judgments about whether there has been a significant deterioration in the financial condition of the issuer, whether management has the intent or ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value, the future financial performance and liquidity of the issuer and any collateral underlying the security, and other relevant factors.

7375

Table of Contents

BancPlus’ current asset mix and its current investments may not be indicative of its future asset mix and investments, which may make it difficult to predict its future financial and operating performance.

Certain factors make it difficult to predict BancPlus’ future financial and operating performance including, among others: (i) BancPlus’ current asset mix may not be representative of its anticipated future asset mix and may change as BancPlus continues to execute on its plans for organic loan origination and banking activities and potentially grow through future acquisitions; (ii) BancPlus’ significant liquid securities portfolio may not necessarily be representative of its future liquid securities position; and (iii) BancPlus’ cost structure and capital expenditure requirements during the periods for which financial information is available may not be reflective of its anticipated cost structure and capital spending as BancPlus continues to realize efficiencies in its business, integrates future acquisitions and continues to grow its organic banking platform.

If BancPlus chooses to engage in derivative transactions, it will be exposed to additional credit and market risk.

BancPlus may choose to use interest rate swaps to help manage its interest rate risk from recorded financial assets and liabilities when they can be demonstrated to effectively hedge a designated asset or liability and the asset or liability exposes it to interest rate risk or risks inherent in customer related derivatives. BancPlus may choose to use other derivative financial instruments to help manage other economic risks, such as liquidity and credit risk, including exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. BancPlus’ derivative financial instruments are used to manage differences in the amount, timing, and duration of its known or expected cash receipts principally related to its fixed rate loan assets. Hedging interest rate risk is a complex process, requiring sophisticated models and routine monitoring, and is not a perfect science. As a result of interest rate fluctuations, hedged assets and liabilities will appreciate or depreciate in market value. The effect of this unrealized appreciation or depreciation will generally be offset by income or loss on the derivative instruments that are linked to the hedged assets and liabilities. By engaging in derivative transactions, BancPlus would be exposed to credit and market risk. If the counterparty fails to perform, credit risk exists to the extent of the fair value gain in the derivative. Market risk exists to the extent that interest rates change in ways that are significantly different from what BancPlus expected when it entered into the derivative transaction. The existence of credit and market risk associated with BancPlus’ derivative instruments could adversely affect its net interest income and, therefore, could have a material adverse effect on its business, financial condition or results of operations. Interest rate swaps have been linked to the LIBOR ~~index; at some point in the next several months~~index (likely the swaps will transition to another index, probably the Secured Overnight Financing Rate (“SOFR”)). The financial impact of the transition is uncertain, but it may create basis risk or valuation risk.

4. Operational Risks

BancPlus’ risk management framework may not be effective in mitigating risks associated with new or existing lines of business and/or losses to BancPlus.

BancPlus’ risk management framework is comprised of various processes, systems and strategies, and is designed to manage the types of risk to which it is subject, including, among others, credit, market, liquidity, interest rate and compliance. BancPlus’ framework also includes financial or other modeling methodologies that involve management assumptions and judgment. Its risk management framework may not be effective under all circumstances and may not adequately mitigate any risk or loss. If its risk management framework is not effective, BancPlus could suffer unexpected losses and its business, financial condition or results of operations could be materially and adversely affected. BancPlus may also be subject to potentially adverse regulatory consequences.

BancPlus is dependent on the use of data and modeling in its management’s decision-making, and faulty data or modeling approaches could negatively impact its decision-making ability or possibly subject it to regulatory scrutiny in the future.

The use of statistical and quantitative models and other quantitative analyses is endemic to bank decision-making, and the employment of such analyses is becoming increasingly widespread in BancPlus’ operations. Liquidity stress testing, interest rate sensitivity analysis, and the identification of possible violations of anti-money laundering regulations are all examples of areas in which BancPlus is dependent on models and the data that underlie them. The use of statistical and quantitative models is also becoming more prevalent in regulatory compliance. While BancPlus is not currently subject to annual stress testing under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) ~~and~~or the Comprehensive Capital Analysis and Review submissions, it currently utilizes stress testing for capital, credit and liquidity purposes and anticipates that model-derived testing may become more extensively implemented by regulators in the future.

7476

Table of Contents

BancPlus anticipates data-based modeling will penetrate further into bank decision-making, particularly risk management efforts, as the capacities developed to meet rigorous stress testing requirements are able to be employed more widely and in differing applications. While BancPlus believes these quantitative techniques and approaches improve its decision-making, they also create the possibility that faulty data or flawed quantitative approaches could negatively impact BancPlus’ decision-making ability or, if it becomes subject to regulatory stress-testing in the future, adverse regulatory scrutiny. BancPlus seeks to mitigate this risk by performing back-testing to analyze the accuracy of these techniques and approaches. Secondarily, because of the complexity inherent in these approaches, misunderstanding or misuse of their outputs could similarly result in suboptimal decision-making.

The financial services industry is undergoing rapid technological change, and BancPlus may not have the resources to effectively implement new technology, or it may experience operational challenges when implementing new technology.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to reduce costs while increasing customer service and convenience. BancPlus’ future success will depend, at least in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as create additional efficiencies in its operations as it continues to grow and expand its products and service offerings. BancPlus may experience operational challenges as it implements these new technology enhancements or products, which could result in BancPlus not fully realizing the anticipated benefits from such new technology or incurring significant costs to remedy any such challenges in a timely manner.

Many of BancPlus’ larger competitors have substantially greater resources to invest in technological improvements. As a result, they may be able to offer additional or superior products compared to those that BancPlus will be able to provide, which would put it at a competitive disadvantage. Accordingly, BancPlus may lose customers seeking new technology-driven products and services to the extent it is unable to provide such products and services.

BancPlus relies on third parties to provide key components of its business infrastructure, and a failure of these parties to perform for any reason could disrupt its operations.

Third parties provide key components of BancPlus’ business infrastructure such as data processing, internet connections, network access, core application processing, statement production and other services. BancPlus’ business depends on the successful and uninterrupted functioning of its information technology and telecommunications systems and third-party servicers, in particular due to the increase in remote work during the COVID-19 pandemic. The failure of these systems, or the termination of a third-party software license or service agreement on which any of these systems is based, could interrupt BancPlus’ operations. Because its information technology and telecommunications systems interface with and depend on third-party systems, BancPlus could experience service denials if demand for such services exceeds capacity or such third-party systems fail or experience interruptions. Replacing vendors or addressing other issues with BancPlus’ ~~third-party~~third party service providers could entail significant delay and expense. Moreover, the laws and policies on ~~third party~~third-party service providers that the federal banking agencies implement impose additional compliance burdens on BankPlus. If BancPlus is unable to efficiently replace ineffective service providers, or if it experiences a significant, sustained, or repeated system failure or service denial, it could compromise its ability to operate effectively, damage its reputation, result in a loss of customer business, and subject it to additional regulatory scrutiny and possible financial liability, any of which could have a material adverse effect on its business, financial condition or results of operations.

BancPlus could be subject to losses, regulatory action or reputational harm due to fraudulent and negligent acts on the part of loan applicants, its employees and vendors.

In deciding whether to extend credit or enter into other transactions with clients and counterparties, and the terms of any such transaction, BancPlus may rely on information furnished by or on behalf of clients and counterparties, including financial statements, property appraisals, title information, employment and income documentation, account information and other financial information. BancPlus may also rely on representations of clients and counterparties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. Any such misrepresentation or incorrect or incomplete information, whether fraudulent or inadvertent, may not be detected prior to funding.

In addition, one or more of BancPlus’ employees or vendors could cause a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates BancPlus’ loan documentation, operations or systems. Employee errors and employee and client misconduct could subject BancPlus to financial losses or regulatory sanctions and seriously harm its reputation. Misconduct by its employees could include hiding unauthorized activities from BancPlus, improper or unauthorized activities on behalf of its clients or improper use of confidential information. It is not

7577

Table of Contents

always possible to prevent employee errors and misconduct, and the precautions BancPlus takes to prevent and detect this activity may not be effective in all cases. Employee errors could also subject BancPlus to financial claims for negligence.

Whether a misrepresentation is made by ~~the~~a loan applicant or another third party, BancPlus generally bears the risk of loss associated with the misrepresentation. A loan subject to a material misrepresentation is typically unsellable or subject to repurchase if it is sold prior to detection of such misrepresentation. The sources of misrepresentations may also be difficult to locate, and BancPlus may be unable to recover any of the monetary losses it may suffer as a result of misrepresentations. Any of these developments could have an adverse effect on BancPlus’ business, financial condition or results of operations.

BancPlus’ financial results depend on management’s selection of accounting methods and certain assumptions and estimates.

The preparation of BancPlus’ financial statements requires it to make estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities and the reported amount of related revenues and expenses. Certain accounting policies are inherently based to a greater extent on estimates, assumptions and judgments of management and, as such, have a greater possibility of producing results that could be materially different than originally estimated. These critical accounting policies include the allowance for loan losses, accounting for income taxes, the determination of fair value for financial instruments, the impairment of tax credit investments and accounting for stock-based compensation. This also includes estimates, judgments and assumptions for assessing the amortization/accretion of purchase accounting fair value differences and the impairment of long-lived assets, goodwill and other intangible assets in connection with the merger with SCC. In particular, ASU 2016-13, ~~Financial~~“Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” will be effective for BancPlus for annual and interim periods beginning on January 1, 2023 and will replace the incurred loss impairment methodology with the current expected credit loss (“CECL”) methodology. The CECL methodology will require management consideration of a broader range of information to determine credit loss estimates and could result in a significant increase in the allowance for credit losses through the increased provision; result in negative adjustment to retained earnings and, correspondingly, BancPlus’ regulatory capital levels; and enhance volatility in loan loss provision and allowance levels from quarter to quarter and year to year. Management’s judgment and the data relied upon by management may be based on assumptions that prove to be inaccurate, particularly in times of market stress or other unforeseen circumstances. Even if the relevant factual assumptions are accurate, BancPlus’ decisions may prove to be inadequate or inaccurate because of other flaws in the design or use of analytical tools used by management. Any such failures in BancPlus’ processes for producing accounting estimates and managing risks could have a material adverse effect on its business, financial condition or results of operations.

Changes in accounting standards by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies, including the implementation of CECL, may affect our financial statements.

Our financial statements are subject to the application of ~~accounting principles generally accepted in the United States (“GAAP”),~~GAAP, which are periodically revised and/or expanded. From time to time, the FASB or other accounting standard setting bodies adopt new accounting standard or amend existing standards. Market conditions often prompt these bodies to promulgate new guidance that further interprets or seeks to revise accounting pronouncements related to financial instruments, structures or transactions as well as to issue new standards expanding disclosures.

In particular, at this time, BancPlus does not know and cannot reasonably quantify the impact of the ~~adoption of~~transition to CECL from the current incurred loss method, although the new standard is expected to generally result in increases to allowance levels and will require the application of the revised methodology to existing financial assets through a one-time adjustment to retained earnings upon initial effectiveness. On ~~May~~February 14, ~~2018,~~2019, the FDIC, Federal Reserve and Office of the Comptroller of the Currency ~~issued a Notice of Proposed Rulemaking~~finalized their CECL rule that ~~would provide~~(among other things) provides an optional CECL Transition Provision, which ~~will allow~~allows a banking organization that experiences a reduction in retained earnings as of the CECL adoption date to elect to phase in the regulatory capital impact over a three-year period. Under the regulation, BankPlus must begin the three-year transition in the first fiscal year that begins after December 15, 2021, or calendar year 2022.A failure to effectively measure the effect of CECL may result in significant overstatement or understatement of BancPlus’ allowance for loan and lease losses, and in the event of an understatement, may necessitate that it significantly increase its allowance for loan and lease losses, which could adversely affect its net income.

It is possible that future accounting standards that we are required to adopt could change the current accounting treatment that we apply to our consolidated financial statements and that such changes could have a material effect on our financial condition and result of operations.

Table of Contents

Appraisals and other valuation techniques BancPlus uses in evaluating and monitoring loans secured by real property, OREO and repossessed personal property may not accurately describe the net value of the asset.

~~Table of Contents~~

In considering whether to make a loan secured by real property, BancPlus generally requires an appraisal of the property. However, in BancPlus’ rural markets, the ability to secure an appraisal may be difficult due to a lack of appraisers or lack of comparable transactions. An appraisal or other evaluation is only an estimate of the value of the property at the time the appraisal or evaluation is made, and, as real estate values may change significantly in relatively short periods of time (especially in periods of heightened economic uncertainty), this estimate may not accurately describe the net value of the real property collateral after the loan is made. As a result, BancPlus may not be able to realize the full amount of any remaining indebtedness if it forecloses on and sells the relevant property. In addition, BancPlus relies on appraisals and other valuation techniques to establish the value of its OREO and personal property that it acquires through foreclosure proceedings and to determine certain loan impairments. If any of these valuations are inaccurate, BancPlus’ consolidated financial statements may not reflect the correct value of its OREO, and its allowance for loan losses may not reflect accurate loan impairments. In addition, the COVID-19 pandemic has resulted in changes to the methods and timing of appraisals of single-family homes. These changes may result in over-valuations of some properties that would increase our credit risk. This could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

5. Compliance and Regulatory Risks

BancPlus is subject to claims, litigation, and regulatory actions in the ordinary course of banking and lending.

BancPlus may become involved in litigation matters in the ordinary course of business. Legal actions could include claims for substantial compensatory or punitive damages or claims for indeterminate amounts of damages. Further, BancPlus may in the future be subject to consent orders or other enforcement actions by its regulators. BancPlus may also, from time to time, be the subject of subpoenas, requests for information, reviews, investigations and proceedings (both formal and informal) by governmental agencies regarding its current and/or prior business activities. Any such legal or regulatory actions may subject BancPlus to substantial compensatory or punitive damages, significant fines, penalties, obligations to change its business practices or other requirements resulting in increased expenses, diminished income and damage to its reputation. BancPlus’ involvement in any such matters, whether tangential or otherwise and even if the matters are ultimately determined in its favor, could also cause significant harm to its reputation and divert management’s attention from the operation of its business. Further, any settlement, consent order or adverse judgment in connection with any formal or informal proceeding or investigation by government agencies may result in litigation, investigations or proceedings as other litigants and government agencies begin independent reviews of the same activities. For example, BancPlus is subject to litigation related to intellectual property. Banking and other financial services companies, such as BancPlus’, rely on technology companies to provide information technology products and services necessary to support their day-to-day operations. Such claims may increase in the future as the financial services sector becomes more reliant on information technology vendors. Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or actual litigants, BancPlus may have to engage in protracted litigation. Such litigation is often expensive, time-consuming and disruptive to BancPlus’ operations and distracting to management. The outcome of legal and regulatory actions could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

BancPlus is subject to environmental liability risk associated with its lending activities.

In the course of its business, BancPlus may purchase real estate, or it may foreclose on and take title to real estate. As a result, BancPlus could be subject to environmental liabilities with respect to these properties. BancPlus may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if BancPlus is the owner or former owner of a contaminated site, it may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could cause a material adverse effect on BancPlus’ business, financial condition or results of operations.

If BancPlus fails to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud.

BancPlus is subject to the reporting requirements of Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~ and to the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) . The Sarbanes-Oxley Act requires, among other things, that BancPlus maintain effective disclosure controls and procedures and internal control over financial reporting. BancPlus expects that the requirements of the Exchange Act,

Table of Contents

the Sarbanes-Oxley Act and associated rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on its personnel, systems and resources.

~~Table of Contents~~

BancPlus’ current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in BancPlus’ disclosure controls or its internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in the implementation or improvement of such controls, could harm BancPlus’ results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of BancPlus’ financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of BancPlus’ internal control over financial reporting that it will eventually be required to include in its periodic reports that will be filed with the U.S. Securities and Exchange Commission (“SEC”).

BancPlus’ independent registered public accounting firm is not required to formally attest to the effectiveness of BancPlus’ internal control over financial reporting until after BancPlus is no longer an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), but no later than December 31, 2025. At such time, BancPlus’ independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which BancPlus’ internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on BancPlus’ business and results of operations and could cause a decline in the price of its common stock.

Unauthorized access, cyber-crime and other threats to data security may subject BancPlus to regulatory action or penalties, require significant resources, harm BancPlus’ reputation, and otherwise cause harm to its business.

BancPlus’ business requires the collection and retention of large volumes of customer data, including personally identifiable information in various information systems that it maintains and in those maintained by third parties with whom BancPlus contracts to provide data services. BancPlus also maintains important internal company data such as personally identifiable information about its employees and information relating to its operations. Threats to data security, including unauthorized access and cyber-attacks, rapidly emerge and change, exposing BancPlus to additional costs for protection or remediation and competing time constraints to secure its data in accordance with customer expectations and statutory and regulatory privacy and other requirements. It is difficult or impossible to defend against every risk posed by changing technologies, as well as criminals that are intent on committing cyber-crime. Increasing sophistication of cyber-criminals and terrorists make keeping up with new threats difficult and could result in a breach. Controls employed by BancPlus’ information technology department and its other employees and vendors could prove inadequate. BancPlus could also experience a breach due to intentional or negligent conduct on the part of employees or other internal sources, software bugs, other technical malfunctions, or other causes. As a result of any of these threats, BancPlus’ customer accounts may become vulnerable to account takeover schemes or cyber-fraud. BancPlus’ systems and those of its third party vendors may also become vulnerable to damage or disruption due to circumstances beyond its or their control, such as from catastrophic events, power anomalies or outages, natural disasters, network failures, viruses and malware.

BancPlus is also subject to complex and evolving laws regarding the privacy, information security and protection of personal information and any violation of these laws or another incident involving personal, confidential or proprietary information of individuals could damage BancPlus’ reputation and subject it to regulatory action or penalties. For example, BancPlus’ business is subject to the Gramm-Leach-Bliley Act which, among other things, imposes certain limitations on its ability to share nonpublic personal information about its customers with nonaffiliated third parties; requires that BancPlus provide certain disclosures to customers about its information collection, sharing and security practices; ~~and afford~~affords customers the right to “opt out” of any information sharing by BancPlus with nonaffiliated third parties (with certain exceptions); and requires that BancPlus develop, implement and maintain a written comprehensive information security program containing appropriate safeguards based on its size and complexity, the nature and scope of its activities, and the sensitivity of customer information BancPlus processes, as well as plans for responding to data security breaches.

Various state and federal banking regulators and states have also enacted data security breach notification requirements with varying levels of individual, consumer, regulatory or law enforcement notification in certain circumstances in the event of a security breach. Ensuring that BancPlus’ collection, use, transfer and storage of personal information complies with all applicable laws and regulations can increase its costs. Furthermore, BancPlus may not be able to ensure that all of its clients, suppliers, counterparties and other third parties have appropriate controls in place to protect the confidentiality of the information that they exchange with BancPlus, particularly where such information is transmitted by electronic means. If personal, confidential or proprietary information of customers or other were to be mishandled or misused (in situations where, for example, such information was erroneously provided to parties who are not permitted to have the information, or where such information was

Table of Contents

intercepted or otherwise compromised by third parties), BancPlus could be exposed to litigation or regulatory sanctions under personal information laws and regulations. Concerns regarding the effectiveness of BancPlus’ measures to safeguard personal information, or even the perception that such measures are inadequate, could cause BancPlus to lose customers or potential customers for its products and services and thereby reduce its revenues. Accordingly, any failure or perceived failure to comply

~~Table of Contents~~

with applicable privacy or data protection laws and regulations may subject BancPlus to inquiries, examinations and investigations that could result in requirements to modify or cease certain operations or practices or in significant liabilities, fines or penalties, and could damage its reputation and otherwise materially and adversely affect its operations or financial condition.

A breach of BancPlus’ security that results in unauthorized access to its data could expose it to a disruption or challenges relating to its daily operations as well as to data loss, litigation, damages, fines and penalties, significant increases in compliance costs and reputational damage, any of which could have a material adverse effect on BancPlus’ business, results of operations or financial condition. Such financial losses incurred may not be covered under applicable general liability insurance coverage or current cyber-insurance coverages. The insurance market for policies to cover ~~cyber related~~cyber-related fraud is in constant flux and there is no assurance adequate coverage has been or may be obtained.

BancPlus’ use of ~~third party~~third-party vendors and its other ongoing ~~third party~~third-party business relationships are subject to increasing regulatory requirements and attention.

BancPlus regularly uses ~~third party~~third-party vendors in its business, and it relies on some of these vendors for critical functions including, but not limited to, its core processing function and mortgage broker relationships. ~~Third party~~Third-party relationships are subject to increasingly demanding regulatory requirements and attention by bank regulators. BancPlus expects its regulators to hold BancPlus responsible for deficiencies in its oversight or control of its ~~third party~~third-party vendor relationships and in the performance of the parties with which it has these relationships. As a result, if BancPlus’ regulators conclude that it has not exercised adequate oversight and control over its ~~third party~~third-party vendors or that such vendors have not performed adequately, BancPlus could be subject to administrative penalties or fines as well as requirements for consumer remediation, any of which could have a material adverse effect on its business, financial condition or results of operations. Reliance by third-party vendors on remote working relationships with their employees may affect the vendors’ ability to satisfy regulatory standards and to provide services to us.

BancPlus’ industry is highly regulated, and the regulatory framework, together with any future legislative or regulatory changes, may have a materially adverse effect on its business, financial condition or results of operations.

BancPlus operates in a highly regulated environment, and the laws and regulations that govern its operations, corporate governance, executive compensation and accounting principles, or changes in them, or its failure to comply with them, could subject it to regulatory action or penalties.

BancPlus and BankPlus are subject to extensive regulation, supervision and legal requirements that govern almost all aspects of its operations. These laws and regulations are not intended to protect BancPlus’ shareholders. Rather, these laws and regulations are intended to protect customers, depositors, the Deposit Insurance Fund and the overall financial stability of the United States, and not shareholders or counterparties. These laws and regulations, among other matters, prescribe minimum capital requirements, impose limitations on the business activities in which BancPlus can engage, limit the dividends or distributions that BankPlus can pay to BancPlus, and that BancPlus can pay to its shareholders, and impose certain specific accounting requirements on BancPlus that may be more restrictive and may result in greater or earlier charges to earnings or reductions in BancPlus’ capital than GAAP would require. Compliance with laws and regulations can be difficult and costly, and changes to laws and regulations often impose additional compliance costs. BancPlus’ failure to comply with these laws and regulations, even if the failure follows good faith effort or reflects a difference in interpretation, could subject BancPlus to restrictions on its business activities, fines and other penalties, any of which could adversely affect its results of operations, capital base and the price of its securities. Further, any new laws, rules and regulations could make compliance more difficult or expensive. All of these laws and regulations, and the supervisory framework applicable to BancPlus’ industry, could have a material adverse effect on its business, financial condition or results of operations.

The 2018 Act mandates a roll-back of many of the requirements of the Dodd-Frank Act in a number of areas. Among these changes are changes to mortgage rules, the creation of the CBLR and simplification of financial reports. Whether these implementations may result in cost savings or otherwise have a positive effect on BancPlus’ business, financial condition or results of operations is unknown.

BancPlus is subject to stringent capital requirements, which may result in lower returns on equity, require BancPlus to raise additional capital, limit growth opportunities or result in regulatory restrictions.

Beginning January 1, 2015, BancPlus became subject to rules issued by the federal bank regulatory agencies (the Federal Reserve and the FDIC), commonly known as Basel III rules. The Basel III rules established a regulatory capital standard based on ~~common equity Tier 1,~~CET1 capital, increased the minimum Tier 1 risk-based capital ratio and, as fully phased in on January 1, 2019, imposed a capital conservation buffer of at least 2.5% of ~~common equity Tier 1~~CET1 capital above the minimum regulatory capital ratios. The U.S. version of the Basel

7981

Table of Contents

~~U.S. version of the Basel~~ III rules generally require BancPlus to maintain greater amounts of regulatory capital than it was required to maintain prior to implementation of such rules and may also limit or restrict how BancPlus utilizes its capital.

If BankPlus does not meet certain minimum capital requirements as described in Note 7 Regulatory Matters to our Condensed Consolidated Financial Statements, it will be subject to prompt corrective action by the FDIC. Prompt corrective action can include progressively more restrictive constraints on operations, management and capital distributions. While BancPlus is not subject to formal capital planning requirements at its size, it has provided a capital plan to its regulators. Even if BancPlus satisfies the objectives of its capital plan and meets minimum capital requirements, it is possible that BancPlus’ regulators may ask it to raise additional capital.

BancPlus faces a risk of noncompliance and enforcement action with the Bank Secrecy Act, other anti-money laundering statutes and regulations and sanctions regulations.

The Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The U.S. Department of the Treasury’s Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, state agencies and law enforcement officials, the U.S. Department of Justice, Drug Enforcement Administration, Office of Foreign Assets Control (“OFAC”), and ~~the~~ Internal Revenue Service. BancPlus is also ~~subject to increased scrutiny of compliance~~must comply with ~~the~~OFAC rules ~~enforced by OFAC.~~regarding transactions with certain foreign persons. To comply with regulations, guidelines and examination procedures in these areas, BancPlus has dedicated significant resources to its anti-money laundering program and OFAC compliance. If BancPlus’ policies, procedures and systems are deemed deficient, BancPlus could be subject to liability, including fines and regulatory actions, which may include restrictions on its ability to pay dividends and inability to obtain regulatory approvals to proceed with certain aspects of its business plan, including acquisitions and de novo branching. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for BancPlus.

BancPlus is subject to numerous laws designed to protect consumers, including fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

The Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under fair lending laws and regulations could result in a wide variety of direct or indirect negative consequences, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on BancPlus’ business, financial condition, results of operations or prospects.

In addition, financial institutions face scrutiny on actions and policies that are deemed to adversely impact consumers under Section 5 of the Federal Trade Commission Act for unfair, deceptive or abusive acts and practices. The Consumer Financial Protection Bureau (“CFPB”) and bank regulators are responsible for enforcing Section 5. Section 5 has been applied to perceived customer abuse in connection with account openings and fees charged where inadequate or no services are rendered for which charges were imposed, as well as other instances where consumers may have been misled through bank disclosures. In addition, the enforcement priorities of the CFPB have evolved over time and may continue to do so.

Federal and state banking agencies periodically conduct examinations of BancPlus’ business, including compliance with laws and regulations, and its failure to comply with any supervisory actions to which it is or becomes subject to as a result of such examinations could result in regulatory action or penalties.

The Federal Reserve, the FDIC, and the Mississippi Department of Banking & Consumer Finance periodically conduct examinations of BancPlus’ business, including its compliance with laws and regulations. If, as a result of an examination, a federal or state banking agency were to determine that BancPlus’ financial condition, capital resources, asset quality, earnings prospects, management, liquidity or other aspects of any of its operations had become unsatisfactory, or that BancPlus and/or BankPlus was/were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in BancPlus’ capital, to restrict its growth, to assess civil monetary penalties against it or BankPlus or BancPlus’

Table of Contents

respective officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate BankPlus’ deposit insurance and place it into receivership or

~~Table of Contents~~

conservatorship. Any such regulatory action could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

New activities and expansion require regulatory approvals, and failure to obtain them may restrict BancPlus’ growth.

From time to time, BancPlus may complement and expand its business by pursuing strategic acquisitions of financial institutions and other complementary businesses. Generally, BancPlus must receive state and federal regulatory approval before it can acquire an FDIC-insured depository institution or related business. In determining whether to approve a proposed acquisition, federal banking regulators will consider, among other factors, the effect of the acquisition on competition, BancPlus’ financial condition, its future prospects, and the impact of the proposal on U.S. financial stability. The regulators also review current and projected capital ratios and levels, the competence, experience and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served, including the acquiring institution’s record of compliance under the Community Reinvestment Act of 1977 (“CRA”), and the effectiveness of the acquiring institution in combating money laundering activities. Such regulatory approvals may not be granted on terms that are acceptable to BancPlus, or at all. BancPlus may also be required to sell branches as a condition to receiving regulatory approval, which condition may not be acceptable to BancPlus or, if acceptable to BancPlus, may reduce the benefit of any acquisition.

In addition to the acquisition of existing financial institutions, as opportunities arise, BancPlus plans to continue de novo branching as a part of its organic growth strategy. De novo branching and any acquisitions carry with them numerous risks, including the inability to obtain all required regulatory approvals, or the imposition of certain conditions or restrictions as a part of such approvals. The failure to obtain these regulatory approvals for potential future strategic acquisitions and de novo branches could impact BancPlus’ business plans and restrict its growth.

Failure by BankPlus to perform satisfactorily on its CRA evaluations could make it more difficult for BancPlus’ business to grow.

The performance of a bank under the CRA in meeting the credit needs of its community is a factor that must be taken into consideration when the federal banking agencies evaluate applications related to mergers and acquisitions, as well as branch opening and relocations. If BankPlus is unable to maintain at least a “satisfactory” CRA rating, its ability to complete the acquisition of another financial institution or open a new branch will be adversely impacted. If BankPlus received an overall CRA rating of less than “satisfactory,” the FDIC would not re-evaluate its rating until its next CRA examination, which may not occur for several more years, and it is possible that a low CRA rating would not improve in the future. BankPlus received an Outstanding Rating in its most recent CRA performance evaluation, as of January 8, 2018.

Federal, state and local consumer lending laws may restrict BancPlus’ ability to originate certain mortgage loans, increase BancPlus’ risk of liability with respect to such loans, or increase the time and expense associated with the foreclosure process or prevent BancPlus from foreclosing at all.

Federal, state and local laws have been adopted that are intended to eliminate certain lending practices considered “predatory.” These laws prohibit practices such as steering borrowers away from more affordable products, selling unnecessary insurance to borrowers, repeatedly refinancing loans and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. It is BancPlus’ policy not to make predatory loans, but these laws create the potential for liability with respect to BancPlus’ lending and loan investment activities. They increase BancPlus’ cost of doing business and, ultimately, may prevent BancPlus from making certain loans and cause BancPlus to reduce the average percentage rate or the points and fees on loans that BancPlus does make.

Additionally, consumer protection initiatives or changes in state or federal law, including the CARES Act and its automatic loan forbearance provisions, may substantially increase the time and expenses associated with the foreclosure process or prevent BancPlus from foreclosing at all. While historically the states in which BancPlus operates have had foreclosure laws that are favorable to lenders, a number of states in recent years have either considered or adopted foreclosure reform laws that make it substantially more difficult and expensive for lenders to foreclose on properties in default, and BancPlus cannot be certain that the states in which it operates will not adopt similar legislation in the future. Additionally, federal regulators have prosecuted a number of mortgage servicing companies for alleged consumer law violations. If additional new state or federal laws or regulations are ultimately enacted that significantly raise the cost of foreclosure or raise outright barriers, such laws or regulations could have a material adverse effect on BancPlus’ business, financial condition or results of operation.

8183

Table of Contents

An expansion of federal, state and local regulations and/or changes in the licensing of loan servicing, collections or other aspects of BancPlus’ business and sales of loans to third parties may increase the cost of compliance and the risks of noncompliance and subject BancPlus to litigation.

BancPlus services consumer loans it holds on its balance sheet. The servicing of consumer loans is subject to extensive regulation by federal, state and local governmental authorities as well as to various laws and judicial and administrative decisions imposing requirements and restrictions on those activities. The volume of new or modified laws and regulations has increased in recent years and, in addition, some individual municipalities have begun to enact laws, including the CARES Act, that restrict loan servicing activities including delaying or temporarily preventing foreclosures or forcing the modification of certain mortgages. If regulators impose new or more restrictive requirements, BancPlus may incur additional significant costs to comply with such requirements, which may further adversely affect BancPlus. In addition, were BancPlus to be subject to regulatory investigation or regulatory action regarding BancPlus’ loan modification and foreclosure practices, it could have a material adverse effect on BancPlus’ business, financial condition or results of operation.

In addition, BancPlus has sold loans to third parties. In connection with these sales, BancPlus or certain of its subsidiaries or legacy companies make or have made various representations and warranties, breaches of which may result in a requirement that BancPlus repurchase the loans, or otherwise make whole or provide other remedies to counterparties. These aspects of BancPlus’ business or its failure to comply with applicable laws and regulations could possibly lead ~~to:~~to civil and criminal liability; loss of licensure; damage to BancPlus’ reputation in the industry; fines and penalties and litigation, including class action lawsuits; and administrative enforcement actions. Any of these outcomes could materially and adversely affect BancPlus.

Increases in FDIC insurance premiums could adversely affect BancPlus’ earnings and results of operations.

The deposits of BankPlus are insured by the FDIC up to legal limits and, accordingly, subject it to the payment of FDIC deposit insurance assessments. BankPlus’ regular assessments are determined by the level of its assessment base and its risk classification, which is based on its regulatory capital levels, other financial measurements and the level of supervisory concern that it poses. Moreover, the FDIC has the unilateral power to change deposit insurance assessment rates and the manner in which deposit insurance is calculated and also to charge special assessments to FDIC-insured institutions. The FDIC utilized all of these powers during the financial crisis for the purpose of restoring the reserve ratios of the Deposit Insurance Fund. Any future special assessments, increases in assessment rates or premiums, or required prepayments in FDIC insurance premiums could reduce BancPlus’ profitability or limit its ability to pursue certain business opportunities, which could materially and adversely affect BancPlus’ business, financial condition or results of operations.

Monetary policies and regulations of the Federal Reserve could adversely affect BancPlus’ business, financial condition and results of operations.

In addition to being affected by general economic conditions, BancPlus’ earnings and growth are affected by the policies of the Federal Reserve. An important function of the Federal Reserve is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve to implement these objectives are open market operations in U.S. government securities, adjustments of the discount rate and changes in reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits. The monetary policies and regulations of the Federal Reserve have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future. Although the Federal Reserve has indicated that it intends to maintain the current low target range for the federal funds rate for an extended period, changes to that policy and the timing of them are not certain.The effects of such policies upon BancPlus’ business, financial condition or results of operations cannot be predicted.

In addition, the Federal Reserve may require BancPlus to commit capital resources to support BankPlus. Under longstanding Federal Reserve policy, which was codified by the Dodd-Frank Act, BancPlus is expected to act as a source of financial and managerial strength to BankPlus and to commit resources to support BankPlus. Under this “source of strength” doctrine, the Federal Reserve may require BancPlus to make capital injections into BankPlus at times when BancPlus may not be inclined to do so and may charge BancPlus with engaging in unsafe and unsound practices for failure to commit such resources. Accordingly, BancPlus could be required to provide financial assistance to BankPlus if it experiences financial distress.

Such a capital injection may be required at a time when BancPlus’ resources are limited and BancPlus may be required to borrow the funds or to raise additional equity capital to make the required capital injection. In the event of BancPlus’ bankruptcy, the bankruptcy trustee will assume any commitment by BancPlus to a federal bank regulatory agency to maintain the capital of a

Table of Contents

subsidiary bank. Moreover, bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of BancPlus’ general unsecured creditors, including the holders of any note obligations.

~~Table of Contents~~

BancPlus is subject to commercial real estate lending guidance issued by the federal banking regulators that impacts BancPlus’ operations and capital requirements.

The federal banking regulators have issued guidance regarding concentrations in commercial real estate lending directed at institutions that have particularly high concentrations of commercial real estate loans within their lending portfolios. This guidance suggests that institutions whose commercial real estate loans exceed certain percentages of capital may have commercial real estate concentration risk and will be subject to further regulatory scrutiny with respect to their risk management practices for commercial real estate lending. Based on BancPlus’ commercial real estate concentration as of ~~June~~September 30, 2020, BancPlus believes that it is ~~in compliance with the guidelines.~~subject to appropriate scrutiny. However, increases in BancPlus’ commercial real estate lending, particularly as BancPlus expands into metropolitan markets and makes more of these loans, could subject BancPlus to additional supervisory analysis. BancPlus cannot guarantee that any risk management practices it implements will be effective to prevent losses relating to its commercial real estate portfolio. Management has implemented controls to monitor BancPlus’ commercial real estate lending concentrations, but BancPlus cannot predict the extent to which this guidance will impact its operations or capital requirements. In addition, BancPlus’s capital requirements could increase if any of its commercial real estate loans are “high volatility” as set forth in the 2018 Act.

Rulemaking changes implemented by the CFPB could result in higher regulatory and compliance costs that may adversely affect BancPlus’ business.

The Dodd-Frank Act established the CFPB, which has the authority to implement, examine and enforce compliance with federal consumer financial protection laws that apply to banking institutions and certain other companies. Because BankPlus has assets of less than $10.0 billion, its primary federal regulator, the FDIC, continues to examine and enforce BankPlus’ compliance with consumer financial protection laws. Rulemaking and policymaking, however, remain with the CFPB. The approach of the CFPB to interpretation and enforcement of the consumer financial protection laws has varied considerably over the years, and it is difficult to predict what actions the CFPB may take in the future. Such actions could result in changes to pricing, practices, products and procedures. It could also result in increased costs related to regulatory oversight, supervision and examination. These changes could have a material adverse effect on BancPlus’ business, financial condition or results of operations.

Reforms to and uncertainty regarding London Inter-Bank Offered Rate (“LIBOR”) may adversely affect our business.

On July 27, 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that it will no longer compel banks to submit rates for the calculation of LIBOR by the end of 2021. This indicates that LIBOR will be discontinued on December 31, 2021. In June 2017, the U.S. Federal Reserve Bank’s Alternative Reference Rates Committee (“ARRC”) selected SOFR as the preferred alternative rate to LIBOR. SOFR differs from LIBOR in two respects: SOFR is a single overnight rate, while LIBOR includes rates of several tenors, and SOFR is deemed a credit risk-free rate while LIBOR incorporates an evaluation of credit risk. The ARRC and other entities intend for the transition to be economically neutral. The Federal Reserve Bank of New York has proposed a methodology for generating SOFRs of three different tenors and ~~plans to publish an index but has not yet begun to do so.~~currently publishes compound averages over rolling 30-, 90-, and 180-day periods. The ARRC has developed a methodology for adjusting SOFR to reflect the risk considerations that underlie LIBOR. On July 12, 2019, the SEC issued a statement on LIBOR transition, indicating the significant impact that the discontinuation of LIBOR could have on financial markets and market participants. On July 1, 2020, the Federal Financial Institutions Examination Council released a statement on managing the LIBOR transition, describing agency expectations for a safe and sound transition. BancPlus has been closely monitoring the impact of COVID-19 and any potential delay in the cessation of LIBOR. Although the FCA has expressed that it is assessing the potential impacts of COVID-19 on transition timelines, the target date currently remains unchanged. The transition, if not sufficiently planned for and managed by BancPlus, could adversely affect BancPlus’ financial condition and results of operation by, among other things, resulting in BancPlus incurring significant expenses in effecting the transition and subjecting BancPlus to disputes or additional scrutiny in connection with its use of substitute indices.

6. Risks Related to Our Common Stock

There is no organized public trading market for BancPlus common stock, and there can be no assurance that a public market will develop.

There is no organized trading market for the shares of common stock of BancPlus. There can be no expectation that a public market for BancPlus common stock will develop. BancPlus is subject to the reporting requirements of the Exchange Act, and, as a

Table of Contents

result, BancPlus may consider the development of a public market for its common stock. However, no such decision has been made. BancPlus does not presently intend to list its common stock on a securities exchange or have its shares quoted on a quotation system.

~~Table of Contents~~

The rights of BancPlus’ common shareholders are generally subordinate to the rights of the holders of any debt instruments that BancPlus may issue and may be subordinate to the holders of any ~~other~~ series of preferred stock that BancPlus may issue in the future.

BancPlus’ existing indebtedness is, and any future indebtedness that BancPlus may incur will be, senior to BancPlus common stock. BancPlus must make payments on its indebtedness before any dividends can be paid on BancPlus common stock, and, in the event of its bankruptcy, dissolution or liquidation, the holders of any indebtedness must be satisfied in full before any distributions can be made to the holders of its common stock.

The Articles of Incorporation of BancPlus (the “BancPlus Articles”) authorize the board of directors of BancPlus (the “Board”) to issue in the aggregate up to ten million shares of its preferred stock, and to determine the terms of each issue of preferred stock and any indebtedness without shareholder approval. Accordingly, you should assume that any shares of preferred stock and any indebtedness that BancPlus may issue in the future will also be senior to its common stock. As a result, holders of BancPlus common stock bear the risk that BancPlus’ future issuances of debt or equity securities or BancPlus’ incurrence of other borrowings may negatively affect the price of BancPlus common stock.

BancPlus’ dividend policy may change without notice, and its future ability to pay dividends is subject to restrictions.

Holders of BancPlus common stock are entitled to receive only such cash dividends as the Board may declare out of funds legally available for the payment of dividends. However, the amount and frequency of cash dividends, if any, will be determined by the Board after consideration of a number of factors, including, but not limited to: (1) BancPlus’ historical and projected financial condition, liquidity and results of operations; (2) BancPlus’ capital levels and needs; (3) any acquisitions or potential acquisitions that BancPlus is considering; (4) contractual, statutory and regulatory prohibitions and other limitations; (5) general economic conditions; and (6) other factors deemed relevant by the Board. BancPlus’ ability to pay dividends may also be limited on account of BancPlus’ outstanding indebtedness, as it generally must make payments on its junior subordinated debentures and its outstanding indebtedness before any dividends can be paid on BancPlus’ common stock. Finally, because BancPlus’ primary asset is its investment in the stock of BankPlus, BancPlus is dependent upon dividends from BankPlus to pay its operating expenses, satisfy its obligations and pay dividends on BancPlus common stock, and BankPlus’ ability to pay dividends on its common stock will substantially depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate and other factors deemed relevant by the board of BankPlus. There are numerous laws and banking regulations and guidance that limit BancPlus’ and BankPlus’ ability to pay dividends. Therefore, there can be no assurance that BancPlus will pay any dividends to holders of its common stock, or as to the amount of any such dividends.

BancPlus’ corporate governance documents, and certain corporate and banking laws applicable to BancPlus, could make a takeover more difficult, which could adversely affect the price of BancPlus common stock.

Certain provisions of the BancPlus Articles and the By-laws of BancPlus (the “BancPlus By-laws”) and corporate and federal banking laws, could make it more difficult for a third party to acquire control of BancPlus’ organization or conduct a proxy contest, even if those events were perceived by many of BancPlus’ shareholders as beneficial to their interests. These provisions, and the corporate and banking laws and regulations applicable to BancPlus:

i.•enable the Board to issue additional shares of authorized, but unissued capital stock without further shareholder approval;

~~ii.~~•enable the Board to issue “blank check” preferred stock with such designations, rights and preferences as may be determined from time to time by the board;

~~iii.~~•enable the Board to increase the size of the ~~board~~Board and to fill vacancies caused by an increase in the number of directors, a director’s removal, resignation, death, failure to qualify, or any other cause;

~~iv.~~•divide the Board into three classes serving staggered three-year terms;

v.•do not provide for cumulative voting in the election of directors;

~~vi.~~•enable the ~~BancPlus board~~Board to amend the BancPlus By-laws without shareholder approval;

~~vii.~~•require a two-thirds vote of BancPlus shareholders to modify the sections of the BancPlus Articles addressing the number, term and removal of its directors, the filling of vacancies on the Board, the calling of special meetings of shareholders, limitations on certain personal liabilities of directors, director and officer indemnification and the amendment, adoption, alternation or repeal of the BancPlus By-laws;

~~viii.~~•do not permit shareholder action by less than unanimous written consent;

~~ix.~~Table of Contents

•prohibit shareholders from calling special meetings;

x.•establish an advance notice procedure for director nominations and other shareholder proposals; and

~~xi.~~•require prior regulatory application and approval of any transaction involving control of its organization.

~~Table of Contents~~

These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which BancPlus shareholders might otherwise receive a premium over the price of BancPlus shares.

The BancPlus By-laws designate the Madison County Chancery Court of the State of Mississippi as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by BancPlus shareholders, which could limit BancPlus shareholders’ ability to obtain a favorable judicial forum for disputes with BancPlus or its directors, officers or employees.

The BancPlus bylaws provide that, unless BancPlus consents in writing to the selection of an alternative forum, the Madison County Chancery Court of the State of Mississippi shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on BancPlus’ behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of BancPlus to BancPlus or its shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Mississippi Business Corporation Act, or (iv) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of BancPlus shall be deemed to have notice of and consented to the provisions of the BancPlus By-laws described in the preceding sentence provided, however, that shareholders will not be deemed to have waived BancPlus’ compliance with the federal securities laws and the rules and regulations thereunder. BancPlus has chosen the Madison County Chancery Court of the State of Mississippi as the exclusive forum for such causes of action because its principal executive offices are located in Ridgeland, Mississippi. BancPlus recognizes that the federal district court forum selection clause may impose additional litigation costs on shareholders who assert the provision is not enforceable and may impose more general additional litigation costs in pursuing any such claims, particularly if the shareholders do not reside in or near Mississippi. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with BancPlus or its directors, officers or employees, which may discourage such lawsuits against BancPlus and such persons. Alternatively, if a court were to find these provisions of the BancPlus bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, BancPlus may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations. The Madison County Chancery Court of the State of Mississippi may also reach different judgments or results than would other courts, including courts where a shareholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to BancPlus than BancPlus shareholders. BancPlus’ forum selection provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and BancPlus shareholders cannot waive BancPlus’ compliance with federal securities laws and the rules and regulations thereunder.

There are substantial regulatory limitations on changes of control of bank holding companies that may discourage investors from purchasing shares of BancPlus common stock.

With limited exceptions, federal regulations prohibit a person or company or a group of persons deemed to be “acting in concert” from, directly or indirectly, acquiring more than 10% (5% if the acquirer is a bank holding company) of any class of BancPlus’ voting stock or obtaining the ability to control in any manner the election of a majority of the directors or otherwise direct the management or policies of BancPlus without prior notice or application to, and the approval of, the Federal Reserve. Companies investing in banks and bank holding companies receive additional review and may be required to become bank holding companies, subject to regulatory supervision. Accordingly, prospective investors must be aware of and comply with these requirements, if applicable, in connection with any purchase of shares of BancPlus common stock. These provisions could discourage third parties from seeking to acquire significant interests in BancPlus or in attempting to acquire control of BancPlus, which, in turn, could materially and adversely affect the price of BancPlus common stock.

Because BancPlus has elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company, BancPlus’ financial statements may not be comparable to companies that comply with these accounting standards as of the public company effective dates.

BancPlus has elected to use the extended transition period for complying with new or revised accounting standards under Section 7(a)(2)(B) of the Securities Act. This election allows BancPlus to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, BancPlus’ financial statements may not be comparable to companies that comply with these accounting standards and investors

Table of Contents

may have difficulty evaluating or comparing BancPlus’ business, financial results or prospects in comparison to other public companies. This may have a negative impact on the value and liquidity of BancPlus common stock. BancPlus cannot predict if investors will find its common stock less attractive because BancPlus plans to rely on this exemption.

~~Table of Contents~~

As a reporting company subject to the reporting requirements of Section 15(d) of the Exchange Act, BancPlus incurs significant legal, accounting, insurance, compliance and other expenses.

As a reporting company, BancPlus incurs significant legal, accounting, insurance and other expenses. SEC rules require that BancPlus’ Chief Executive Officer and Chief Financial Officer periodically certify the existence and effectiveness of its internal control over financial reporting. Beginning with the time BancPlus is no longer an “emerging growth company” as defined in the JOBS Act, but no later than December 31, 2025, BancPlus will be required to engage its independent registered public accounting firm to audit and opine on the design and operating effectiveness of its internal control over financial reporting. This process will require significant documentation of policies, procedures and systems, and review of that documentation and testing of BancPlus’ internal control over financial reporting by its internal auditing and accounting staff and its independent registered public accounting firm. This process will require considerable time and attention from management, which could prevent BancPlus from successfully implementing its business initiatives and improving its business, financial condition or results of operations, strain its internal resources, and increase its operating costs. BancPlus may experience higher than anticipated operating expenses, including those associated with SEC reporting, and outside auditor fees during the implementation of these changes and thereafter.

Investment in BancPlus common stock is not an insured deposit and is subject to risk of loss.

An investment in BancPlus common stock will not be a bank deposit and will not be insured or guaranteed by the FDIC or any other government agency. Your investment will be subject to investment risk, and as a result, you could lose some or all of your investment.

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.

8688

Table of Contents

Item 6. Exhibits


2.1*			Agreement and Plan of Share Exchange and Merger, dated September 18, 2019, by and among BancPlus Corporation, BankPlus, State Capital Corp., and State Bank & Trust Company (incorporated by reference to Annex A of the Company's Registration Statement on Form S-4, as amended, filed on February 12, 2020 (Registration No. 333-236022))
3.1			Articles of Incorporation of BancPlus Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4, as amended (File No. 333-236022), of the Registrant)
3.2			By-laws of BancPlus Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4, as amended (File No. 333-236022), of the Registrant)
4.1			Specimen Certificate for BancPlus Corporation Common Stock (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form S-4 as amended (File No. 333-236022), of the Registrant)
4.2			Form of 6.000% Fixed-to-Floating Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of the Registrant filed on June 5, 2020)
10.1			Change in Control Agreement, dated February 12, 2020, by and between BancPlus Corporation and Kirk A. Graves (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Registrant filed on April 1, 2020)
10.2			Form of Subordinated Note Purchase Agreement, dated June 4, 2020, by and among BancPlus Corporation and the several purchasers of the Notes (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K of the Registrant filed on June 5, 2020)
31.1			Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2			Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
32.1			Certification by Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification by Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101			Inline XBRL Interactive Data
104			Cover Page Interactive Data File (embedded within the Inline XBRL document in Exhibit 101)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

8789

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:	~~August 10,~~November 6, 2020	By:	/s/ William A. Ray
			William A. Ray
			President and Chief Executive Officer


Date:	~~August 10,~~November 6, 2020	By:	/s/ M. Ann Southerland
			M. Ann Southerland
			Senior Executive Vice President and Chief Financial Officer

8890


Taxable investment securities	391,754		2,012		2.05	%	226,026		1,382		2.45	%
Tax-exempt investment securities	104,507		606		2.32	%	143,410		914		2.55	%
Total securities	496,261		2,618		2.11	%	369,436		2,296		2.49	%
Loans ⁽¹⁾	3,246,637		42,719		5.26	%	2,119,003		27,490		5.19	%
Federal Home Loan Bank stock	5,826		22		1.51	%	2,534		18		2.84	%
Total interest earning assets	4,068,672		45,442		4.47	%	2,699,944		31,121		4.61	%
Noninterest earning assets	345,236						236,257
Total assets	$	4,413,908					$	2,936,201

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Interest-bearing liabilities:
Interest-bearing transaction deposits	$	1,255,135	$	1,507	0.48	%	$	1,008,824	$	2,454	0.97	%
Savings and money market deposits	866,027		613		0.28	%	539,421		1,075		0.80	%
Time deposits	739,974		1,695		0.92	%	384,618		1,280		1.33	%
Federal funds purchased	—		—		—	%	10		—		—	%
FHLB advances	24,976		79		1.27	%	21,188		81		1.53	%
Other borrowings	15,596		150		3.85	%	19,087		184		3.86	%
Subordinated debentures	69,829		620		3.55	%	41,238		417		4.04	%
Total interest-bearing liabilities	2,971,537		4,664		0.63	%	2,014,386		5,491		1.09	%
Noninterest-bearing liabilities:
Noninterest-bearing transaction deposits	1,025,474						634,419
Other noninterest-bearing liabilities	84,284						52,243
Total noninterest-bearing liabilities	1,109,758						686,662
Shareholders’ equity ⁽⁶⁾	332,613						235,153
Total liabilities and shareholders’ equity	$	4,413,908					$	2,936,201
Net interest income/net interest margin ⁽²⁾			40,778		4.01	%			25,630		3.80	%
Net interest spread ⁽⁵⁾					3.84	%					3.52	%
Taxable equivalent adjustment:
Tax-exempt investment securities ⁽³⁾			195						295
Net interest income/net interest margin ⁽²⁾			$	40,973	4.03	%			$	25,925	3.84	%