DocumentUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
| | | | | | | | | | | |
| (Mark One) | | |
| | | |
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended December 31, 2021 | |
| | | |
| OR | | |
| | | |
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from ____________ to __________ |
Commission file number 333-236022
A.Full title of the plan and the address of the plan, if different from that of the issuer named below:
BANCPLUS CORPORATION EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
BANCPLUS CORPORATION
1068 Highland Colony Parkway
Ridgeland, MS 39157
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
December 31, 2021 and 2020
CONTENTS
Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
BancPlus Corporation Employee Stock Ownership Plan
with 401(k) Provisions
Ridgeland, Mississippi
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of BancPlus Corporation Employee Stock Ownership Plan with 401(k) Provisions (the Plan) as of December 31, 2021 and 2020, the related statement of changes in net assets available for benefits for the year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2021 and 2020, and the changes in net assets available for benefits for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis of Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Report on Supplemental Information
The supplemental information in the accompanying Schedule of Assets (Held at Year End) as of December 31, 2021 and Schedule of Reportable Transactions for the year ended December 31, 2021 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the Schedule of Assets (Held at Year End) and Schedule of Reportable Transactions are fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ FORVIS, LLP
(Formerly BKD, LLP)
We have served as the Plan’s auditor since 2008.
San Antonio, Texas
June 22, 2022
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Statement of Net Assets Available for Benefits
December 31, 2021
| | | | | | | | | | | | | | | | | |
| Allocated | | Unallocated | | Total |
| Assets | | | | | |
| Investments, at Fair Value | | | | | |
| Money market account | $ | 3,778,837 | | | $ | — | | | $ | 3,778,837 | |
| Mutual funds | 48,382,840 | | | — | | | 48,382,840 | |
| Common collective trusts | 6,145,330 | | | | | 6,145,330 | |
| BancPlus Corporation common stock | 100,486,796 | | | 1,938,163 | | | 102,424,959 | |
| Total investments | 158,793,803 | | | 1,938,163 | | | 160,731,966 | |
| Receivables | | | | | |
| Notes receivable from participants | 798,249 | | | — | | | 798,249 | |
| Participant contributions receivable | 74,797 | | | — | | | 74,797 | |
| Employer contribution receivable | 231,634 | | | — | | | 231,634 | |
| Total receivables | 1,104,680 | | | — | | | 1,104,680 | |
| Total assets | 159,898,483 | | | 1,938,163 | | | 161,836,646 | |
| | | | | |
| Liabilities | | | | | |
| Notes payable | — | | | 1,401,267 | | | 1,401,267 | |
| Total liabilities | — | | | 1,401,267 | | | 1,401,267 | |
| | | | | |
| Net Assets Available for Benefits | $ | 159,898,483 | | | $ | 536,896 | | | $ | 160,435,379 | |
The accompanying notes are an integral part to these financial statements.
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Statement of Net Assets Available for Benefits
December 31, 2020
| | | | | | | | | | | | | | | | | |
| Allocated | | Unallocated | | Total |
| Assets | | | | | |
| Cash | $ | 140,000 | | | $ | — | | | $ | 140,000 | |
| Investments, at Fair Value | | | | | |
| Money market account | 1,807,152 | | | — | | | 1,807,152 | |
| Mutual funds | 35,041,998 | | | — | | | 35,041,998 | |
| Common collective trusts | 5,394,915 | | | | | 5,394,915 | |
| BancPlus Corporation common stock | 74,278,419 | | | 2,568,855 | | | 76,847,274 | |
| Total investments | 116,522,484 | | | 2,568,855 | | | 119,091,339 | |
| Receivables | | | | | |
| Notes receivable from participants | 686,102 | | | — | | | 686,102 | |
| Participant contributions receivable | 99,444 | | | — | | | 99,444 | |
| Other receivables | 1,040 | | | — | | | 1,040 | |
| Total receivables | 786,586 | | | — | | | 786,586 | |
| Total assets | 117,449,070 | | | 2,568,855 | | | 120,017,925 | |
| | | | | |
| Liabilities | | | | | |
| Short term note payable | — | | | 360,000 | | | 360,000 | |
| Notes payable | — | | | 2,290,534 | | | 2,290,534 | |
| Total liabilities | — | | | 2,650,534 | | | 2,650,534 | |
| | | | | |
| Net Assets Available for Benefits | $ | 117,449,070 | | | $ | (81,679) | | | $ | 117,367,391 | |
The accompanying notes are an integral part to these financial statements.
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2021
| | | | | | | | | | | | | | | | | |
| Allocated | | Unallocated | | Total |
| Additions | | | | | |
| Contributions | | | | | |
| Employer | $ | 2,877,110 | | | $ | 915,921 | | | $ | 3,793,031 | |
| Participant salary deferrals | 4,295,205 | | | — | | | 4,295,205 | |
| Participant rollovers | 8,200,057 | | | — | | | 8,200,057 | |
| Release of 21,726 shares of common stock of BancPlus Corporation at fair value for allocation | 1,280,184 | | | — | | | 1,280,184 | |
| Total contributions | 16,652,556 | | | 915,921 | | | 17,568,477 | |
| Investment Income | | | | | |
| Dividends on BancPlus Corporation common stock | 2,227,011 | | | 53,544 | | | 2,280,555 | |
| Interest income | 1,544 | | | — | | | 1,544 | |
| Interest income on notes receivable from participants | 41,636 | | | — | | | 41,636 | |
| Change in value of BancPlus Corporation common stock | 24,880,047 | | | 630,691 | | | 25,510,738 | |
| Net appreciation in fair value of mutual funds | 5,829,244 | | | — | | | 5,829,244 | |
| Total investment income | 32,979,482 | | | 684,235 | | | 33,663,717 | |
| Transfer related to unsecured advance | — | | | 360,000 | | | 360,000 | |
| Total additions | 49,632,038 | | | 1,960,156 | | | 51,592,194 | |
| | | | | |
| Deductions | | | | | |
| Benefits Paid Directly to Participants | | | | | |
| Cash | 5,953,947 | | | — | | | 5,953,947 | |
| Stock | 766,215 | | | — | | | 766,215 | |
| Loans deemed distributed | 21,306 | | | — | | | 21,306 | |
| Total benefits paid | 6,741,468 | | | — | | | 6,741,468 | |
| | | | | |
| Release of 21,726 shares of common stock of BancPlus Corporation at fair value | — | | | 1,280,184 | | | 1,280,184 | |
| Interest expense | — | | | 61,397 | | | 61,397 | |
| Administrative expense | 81,157 | | | | | 81,157 | |
| Transfer related to unsecured advance | 360,000 | | | — | | | 360,000 | |
| Total deductions | 7,182,625 | | | 1,341,581 | | | 8,524,206 | |
| | | | | |
| Net Increase in Net Assets | 42,449,413 | | | 618,575 | | | 43,067,988 | |
| | | | | |
| Net Assets Available for Benefits, Beginning of Year | 117,449,070 | | | (81,679) | | | 117,367,391 | |
| Net Assets Available for Benefits, End of Year | $ | 159,898,483 | | | $ | 536,896 | | | $ | 160,435,379 | |
The accompanying notes are an integral part to these financial statements.
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
Notes to the Financial Statements
December 31, 2021 and 2020
Note 1: Description of the Plan
The following description of the BancPlus Corporation (“BancPlus” or the “Company”) Employee Stock Ownership Plan with 401(k) Provisions (the “Plan”) provides only general information. Participants should refer to the Plan Document and Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the Plan Administrator.
General
The Company established the Plan effective as of January 1, 1956. The Plan operates as a defined contribution plan, is designed to comply with Section 4975(e)(7) and the regulations thereunder of the Internal Revenue Code of 1986, as amended (the “Code”) and is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended. BankPlus (the “Bank”), a wholly-owned subsidiary of the Company, is the Trustee of the Plan. The Company is the Plan Sponsor and Administrator. The Plan’s recordkeeping is performed by the Bank and by EPIC Retirement Plan Services. The Bank also performs custodial functions for the Plan along with Mid-Atlantic Company.
The Plan purchased shares of the Company’s common stock using the proceeds of borrowings (see Note 5) and holds the stock in a trust established under the Plan. The borrowings are to be repaid over various terms by fully deductible employer contributions to the trust fund. As the Plan makes each payment of principal and interest, an appropriate percentage of common stock will be allocated to eligible employees’ accounts in accordance with applicable regulations under the Code.
Unallocated and Allocated Shares
The borrowings are collateralized by the unallocated shares of common stock. The lender has no rights against shares once they are allocated under the Plan. Accordingly, the Statements of Net Assets Available for Benefits of the Plan at December 31, 2021 and 2020 present separately the assets and liabilities and the Statement of Changes in Net Assets Available for Benefits for the year 2021 presents separately the changes therein pertaining to:
a.the accounts of employees with vested rights in allocated stock (allocated)
b.stock not yet vested or allocated to employees (unallocated)
Participation
The Plan is a defined contribution plan covering all full-time employees of the Bank who have completed 1,000 hours of service for the Plan year and are age 21 or older.
Vesting
Participants are fully vested in their salary reduction and rollover contributions and the Bank’s matching and basic contributions. Participants vest in the Bank’s optional contributions and earnings thereon at a rate of 20% for each year of service greater than two years and become fully vested upon completing six years of service. Participants terminating due to normal retirement, death, or disability will be 100% vested.
Put Option
Under federal income tax regulations, the employer stock that is held by the Plan and its participants and is not readily tradable on an established market or is subject to trading limitations includes a put right. This put option is a right to demand that the Company buy, within 30 days of the exercise of the put option, any shares of its stock distributed to participants for which there is no market. The put price is representative of the current appraised value of the stock.
Payment of Benefits
Participants are entitled to benefits upon termination of service due to death, disability or retirement. In addition, participants who are 100% vested and have completed six years of service in the Plan may request in-service distributions. A participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, or may elect to receive installment payments over a period of not more than the participant’s assumed life expectancy (or assumed life expectancies for the participant and beneficiary). Net assets available for benefits include amounts allocated to the accounts of terminated participants. These accounts had a total balance of $26,965,924 and $18,498,131 and a vested balance of $26,838,890 and $18,433,730 at December 31, 2021 and 2020, respectively.
Distributions relating to the Company’s stock may be made in shares of the Company’s common stock or in cash, at the discretion of the participants.
Voting Rights
Each participant in the Plan is entitled to direct the Trustee as to the manner in which voting rights on shares of the Company’s common stock, which are allocated to the common stock account of such participant, are to be exercised with respect to any corporate matter which involves the voting of such shares, including the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction. The Trustee is permitted to vote any share for which instructions have not been given by a participant.
Diversification
Diversification is offered to participants close to retirement so that they may have the opportunity to move part of the value of their investment in Company common stock into other investments. Participants who are at least age 55 with at least 10 years of participation in the Plan may elect to diversify a portion of their account.
Contributions
The Bank makes (1) annual safe harbor matching contributions in the amount of 100% of the first 3% and 50% of the next 2% of the participant’s compensation contributed, and may make (2) discretionary matching contributions equal to a percentage of the participant’s contributions and/or (3) optional contributions to all eligible participants.
Participants may make (1) salary reduction contributions subject to Internal Revenue Service (“IRS”) and plan limits and (2) rollover contributions.
Participant Accounts
Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan offers the option to invest in the Company’s common stock, various participant-directed investment allocation options and participant-directed investments in mutual funds.
Each participant’s account is credited with the participant’s contributions and with an allocation of (1) the Company’s contribution, (2) plan earnings and (3) forfeitures of terminated participants’ nonvested accounts. Allocations of basic and optional contributions and forfeitures are based on a participant’s compensation. Company matching contributions are allocated based on a participant’s salary reduction contributions.
Nonparticipant-directed investments are credited to individual participant accounts as of the last day of each plan year, with an allocation of shares of the Company’s common stock released by the Trustee from the unallocated account and forfeitures of terminated participants’ nonvested accounts. Only those participants who are eligible employees of the Company as of the last day of the plan year will receive an allocation. Allocations are based on a participant’s eligible compensation relative to total eligible compensation.
Forfeited Accounts
In 2021, $44,145 was forfeited and reallocated to participants.
Notes Receivable from Participants
The Plan Document includes provisions authorizing loans from the Plan to active eligible participants. Participants may borrow from their accounts a minimum of $2,500 up to a maximum of $50,000, or 50% of their account balance, whichever is less. Loans are secured by the balance in the participant’s account and bear interest at commercially reasonable rates as determined by the Plan Administrator. The term shall not exceed five years, except for the purchase or construction of a principal residence, and loans shall be made from the vested portion of a participant’s account.
Plan Termination
The Company reserves the right to terminate the Plan at any time, subject to plan provisions. Upon such termination of the Plan, the interest of each participant will be distributed to such participant or his or her beneficiary at the time prescribed by the plan terms and the Code. Upon termination of the Plan, the Administrative Committee, which is composed of individuals appointed by the board of directors, shall direct the Trustee to pay all liabilities and expenses and to sell shares of any financed stock held in the loan suspense account to the extent it determines such sale to be necessary in order to repay any outstanding loan.
Note 2 - Summary of Significant Accounting Policies
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting, with the exception of the payment of benefits, which is recognized as a reduction in the net assets available for benefits of the Plan as distributions are made to participants.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein at the date of the financial statements. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
Investments are reported at fair value. Quoted market prices, if available, are used to value investments. The Plan’s investment in company common stock is valued at estimated fair value, as determined by an annual independent appraisal, on December 31, 2021 and 2020. Mutual funds are valued at the net asset value of shares held by the Plan at year-end. The Plan’s interest in common collective trust is valued at net asset value as provided by the issuer. Other marketable investments are stated at fair value based on closing quoted market prices on the last business day of the plan year.
Dividend income is accrued on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses from security transactions are reported on the average cost method. Net appreciation includes the Plan's gains and losses on investments bought and sold as well as held during the year.
Dividends
Dividends paid on shares of the Company’s common stock can be used to fund payments on the Plan’s notes payable or can be credited to participant accounts based on the number of shares allocated to each account as of the dividend record date.
Notes Receivable from Participants
Notes receivable from participants are reported at amortized principal balance plus accrued but unpaid interest. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan Document.
Payment of Benefits
Benefit payments to participants are recorded upon distribution.
Allocations
The financial statements of the Plan present separately the assets and liabilities and changes therein pertaining to: (a) the accounts of employees with rights in allocated stock (“allocated”) and (b) stock not yet allocated to employees (“unallocated”), including shares that are committed to be released. Shares are released from collateral and become allocated generally in the period in which debt service is actually paid.
Administrative Expenses
Certain administrative functions are performed by officers or employees of the Bank. No such officer or employee receives compensation from the Plan. Administrative expenses of the Plan may be paid by the Company or the Plan at the Company’s discretion.
Plan Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated November 1, 2013, that the Plan and related trust are designed in accordance with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan Administrator and the Plan’s tax counsel believe that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the Code and, therefore, believe that the Plan is qualified, and the related trust is tax-exempt.
Note 3 - Investments
The following is a summary of the Plan’s investment in the Company’s common stock at December 31, 2021 and 2020.
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | | 2020 |
| Allocated | | Unallocated | | Allocated | | Unallocated |
| Shares of Company common stock | | | | | | | |
| Number of shares | 1,472,334 | | | 28,398 | | | 1,449,335 | | | 50,124 | |
| Cost | $ | 32,667,111 | | | $ | 630,152 | | | $ | 31,611,891 | | | $ | 1,093,204 | |
| Appraised value | $ | 100,486,796 | | | $ | 1,938,163 | | | $ | 74,278,419 | | | $ | 2,568,855 | |
The following is a summary of participant-directed and nonparticipant-directed investments in company common stock at December 31, 2021 and 2020.
| | | | | | | | | | | |
| Number of | | Appraised |
| Shares | | Value |
| December 31, 2021 | | | |
| Participant-directed | 669,361 | | | $ | 45,683,888 | |
| Nonparticipant-directed | 831,371 | | | 56,741,071 | |
| 1,500,732 | | | $ | 102,424,959 | |
| | | |
| December 31, 2020 | | | |
| Participant-directed | 665,891 | | | $ | 34,126,892 | |
| Nonparticipant-directed | 833,568 | | | 42,720,382 | |
| 1,499,459 | | | $ | 76,847,274 | |
Note 4 - Net Assets of Nonparticipant-directed Investments
| | | | | | | | | | | |
| 2021 | | 2020 |
| Cash | $ | — | | | $ | 140,000 | |
| Employer contribution receivable | 231,634 | | | — | |
| Investments | | | |
| Money market account | 3,778,837 | | | 1,807,152 | |
| Company common stock | 56,741,071 | | | 42,720,382 | |
| Total investments | 60,519,908 | | | 44,527,534 | |
| Liabilities | | | |
| Short term notes payable | — | | | 360,000 | |
| Notes payable | 1,401,267 | | | 2,290,534 | |
| Net assets | $ | 59,350,275 | | | $ | 42,017,000 | |
Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments follows.
| | | | | |
| 2021 |
| Additions to Net Assets | |
| Employer contributions | $ | 3,793,031 | |
| Investment Income | |
| Dividends on Company common stock | 1,264,568 | |
| Interest income | 1,544 | |
| Change in fair value of Company common stock | 14,161,580 | |
| Interest income on notes receivable from participants | 33,002 | |
| Total investment income | 15,460,694 | |
| Total additions | 19,253,725 | |
| Deductions from Net Assets | |
| Benefits paid to participants or their beneficiaries | 3,918,491 | |
| Interest expense | 61,397 | |
| 3,979,888 | |
| Additions less deductions | 15,273,837 | |
| Transfers from Participant-directed Investments | 2,059,438 | |
| Change in net assets | $ | 17,333,275 | |
Note 5 - Notes Payable
In 2011, the Plan entered into a $5,530,011 term loan agreement with the Company. The proceeds of the loan were used to purchase 140,892 shares of the Company’s common stock. Unallocated shares are collateral for the loan. The agreement provides for the loan to be repaid over 10 years. The loan bears interest at a rate equal to The Wall Street Journal index, adjustable daily. This loan matured and was paid in full in 2021.
In 2012, the Plan entered into a $2,887,500 term loan agreement with the Company. The proceeds of the loan were used to purchase 77,000 shares of the Company’s common stock. Unallocated shares are collateral for the loan. The agreement provides for the loan to be repaid over 10 years. The loan bears interest at a rate equal to The Wall Street Journal index, adjustable daily. The interest rate at December 31, 2021, was 3.25%. On February 28, 2022, this loan was paid in full by the Plan.
In 2019, the Plan entered into a $1,483,178 term loan agreement with the Company. The proceeds of the loan were to purchase 27,594 shares of the Company’s common stock. Unallocated shares are collateral for the loan. The agreement provides for the loan to be repaid over 10 years. The loan bears interest at a rate equal to The Wall Street Journal index, adjustable daily. The interest rate at December 31, 2021, was 3.25%. On February 28, 2022, this loan was paid in full by the Plan.
In 2019, the Plan entered a $1,016,000 unsecured note agreement with the Company. The proceeds of the loan were used for ordinary operating expenses and purposes incidental to the ordinary operation of the Plan. The note is due on demand and does not bear interest. Plan management believes that the loan complies with the requirements of Department of Labor Prohibited Transaction Class Exemption 80-26. This loan was paid in full in 2021.
Note 6 - Contributions
The following is a summary of contributions to the Plan for the years ended December 31, 2021.
| | | | | | | | | | | | | | | | | |
| Nonparticipant | | Participant | | |
| Directed | | Directed | | Total |
| December 31, 2021 | | | | | |
| Employer contributions | $ | 3,793,031 | | | $ | — | | | $ | 3,793,031 | |
| Participant salary deferrals | — | | | 4,295,205 | | | 4,295,205 | |
| Participant rollovers | — | | | 8,200,057 | | | 8,200,057 | |
| Total participant contributions | — | | | 12,495,262 | | | 12,495,262 | |
| Total contributions | $ | 3,793,031 | | | $ | 12,495,262 | | | $ | 16,288,293 | |
Note 7 - Parties-in-interest Transactions
Parties-in-interest are defined under DOL regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer and certain others. Administrative expenses of the Plan have been paid by the Plan Sponsor. The following is a summary of parties-in-interest balances at December 31, 2021 and 2020.
| | | | | | | | | | | |
| 2021 | | 2020 |
| Company common stock | $ | 102,424,959 | | | $ | 76,847,274 | |
| Notes receivable from participants | 798,249 | | | 686,102 | |
| Notes payable | 1,401,267 | | | 2,650,534 | |
| BankPlus Wealth Mgmt Aggressive | 8,983,486 | | | 6,347,202 | |
| BankPlus Wealth Mgmt Cons Growth | 4,753,850 | | | 1,747,491 | |
| BankPlus Wealth Mgmt Conservative | 1,472,220 | | | 1,212,699 | |
| BankPlus Wealth Mgmt Growth | 11,570,883 | | | 9,779,928 | |
| BankPlus Wealth Mgmt Mod Growth | 8,162,337 | | | 7,387,524 | |
The plan paid administrative fees to EPIC Retirement Plan Services of $81,157 during the year ended December 31, 2021.
Note 8 - Fair Value of Plan Assets
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
Level 1 Quoted prices in active markets for identical assets or liabilities that the Plan can access at the measurement date
Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3 Unobservable inputs supported by little or no market activity and are significant to the fair value of the assets or liabilities
Recurring Measurements
The following table presents the fair value measurements of assets recognized in the accompanying statements of net assets available for benefits measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2021 and 2020.
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements Using |
| | | Quoted Prices | | | | |
| | | in Active | | Significant | | |
| | | Markets for | | Other | | Significant |
| | | Identical | | Observable | | Unobservable |
| | | Assets | | Inputs | | Inputs |
| Fair Value | | (Level 1) | | (Level 2) | | (Level 3) |
| December 31, 2021 | | | | | | | |
| Money market account | $ | 3,778,837 | | | $ | 3,778,837 | | | $ | — | | | $ | — | |
| Mutual funds | 48,382,840 | | | 13,440,064 | | | 34,942,776 | | | — | |
| Common collective trusts | 6,145,330 | | | — | | | 6,145,330 | | | — | |
| Company common stock | 102,424,959 | | | — | | | — | | | 102,424,959 | |
| December 31, 2020 | | | | | | | |
| Money market account | $ | 1,807,152 | | | $ | 1,807,152 | | | $ | — | | | $ | — | |
| Mutual funds | 35,041,998 | | | 8,567,154 | | | 26,474,844 | | | — | |
| Common collective trusts | 5,394,915 | | | — | | | 5,394,915 | | | — | |
| Company common stock | 76,847,274 | | | — | | | — | | | 76,847,274 | |
Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying statements of net assets available for benefits, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the years ended December 31, 2021 or 2020. The Plan had no liabilities measured at fair value on a recurring basis. In addition, the Plan had no assets measured at fair value on a nonrecurring basis. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.
Investments
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 investments include money market accounts and mutual funds. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based or independently sourced market parameters, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in 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 and include Company common stock whose fair value is determined by an independent appraisal. The independent appraiser considers inputs such as general economic outlook, financial institution industry outlook, company history, company financial condition, the book value of company common stock, company earnings and dividend capacity, sales of company stock, and market prices of stock of other financial institutions whose stock is traded in a free and open market.
The independent appraisal uses the income approach and the market approach. The two approaches are then weighted to derive the fair market value. The valuation utilized a capitalization factor of 12.71 as of December 31, 2021 and a capitalization factor of 13.50% as of December 31, 2020, both of which are considered to be unobservable inputs.
Level 3 Reconciliation
The following is a reconciliation of the beginning and ending balances of recurring fair value measurements recognized in the accompanying statements of net assets available for benefits using significant unobservable (Level 3) inputs.
| | | | | |
| BancPlus Corporation |
| Common Stock |
| 2021 |
| Balance, January 1 | $ | 76,847,274 | |
| Rollover of shares | 66,947 | |
| Purchases | 766,215 | |
| Distributions | (766,215) | |
| Unrealized gains | 25,510,738 | |
| Balance, December 31 | $ | 102,424,959 | |
Realized and unrealized gains and losses in Company common stock and mutual funds, which are included in net increase in net assets available for benefits for the year ended December 31, 2021, are reported in change in fair value of Company common stock and net appreciation in fair value of mutual funds in the statements of changes in net assets available for benefits.
Note 9 - Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term, and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.
Supplemental Schedules
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
EIN 64-0655312 PN 001
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2021
| | | | | | | | | | | | | | | | | | | | |
| (a) | (b) Identity of issuer, borrower, lessor, or similar party | (c) Description of investment including maturity date, rate of interest, collateral, par, or maturity value | | (d) Cost | | (e) Current Value |
| Money Market Accounts | | | | | |
| Federated | Government Obligations Fund #5 | | $ | 3,778,837 | | | $ | 3,778,837 | |
| | | | | | |
| Mutual Funds | | | | | |
| American Funds | American Fds Europacific Growth | | N/A | | 487,344 | |
| Artisan International | Artisan International | | N/A | | 351,542 | |
| * | BankPlus Wealth Management | BankPlus Wealth Mgmt Aggressive | | N/A | | 8,983,486 | |
| * | BankPlus Wealth Management | BankPlus Wealth Mgmt Conservative | | N/A | | 1,472,220 | |
| * | BankPlus Wealth Management | BankPlus Wealth Mgmt Cons Growth | | N/A | | 4,753,850 | |
| * | BankPlus Wealth Management | BankPlus Wealth Mgmt Growth | | N/A | | 11,570,883 | |
| * | BankPlus Wealth Management | BankPlus Wealth Mgmt Mod Growth | | N/A | | 8,162,337 | |
| Clearbridge Investments | ClearBridge Aggressive Growth | | N/A | | 298,399 | |
| Columbia Threadneedle Investments | Columbia Acorn International | | N/A | | 143,914 | |
| DoubleLine Funds | DoubleLine Total Return Bond | | N/A | | 87,609 | |
| Blackrock | Ishares MSCI EAFE Index Fund | | N/A | | 202,391 | |
| Invesco | Invesco Opp Developing Markets | | N/A | | 239,552 | |
| Invesco | Invesco Qqq Trust | | N/A | | 2,248,450 | |
| Loomis Sayles | Loomis Sayles Investment Grade Bond Fund | | N/A | | 142,829 | |
| Pimco | Pimco Income Fund | | N/A | | 111,517 | |
| Pimco | Pimco RAE PLUS | | N/A | | 623,170 | |
| Reliance Trust | Reliance Metlife Stable Value | | N/A | | 6,145,330 | |
| State Street | SPDR S&P 500 | | N/A | | 4,676,524 | |
| Vanguard | Vanguard Inflation Protected Securities | | N/A | | 79,737 | |
| Vanguard | Vanguard Mid Cap ETF | | N/A | | 1,924,070 | |
| Vanguard | Vanguard MSCI Emerging Markets ETF | | N/A | | 192,884 | |
| Vanguard | Vanguard Small Cap ETF | | N/A | | 1,289,707 | |
| Vanguard | Vanguard Total Bond Market ETF | | N/A | | 246,135 | |
| Wisdom Tree | WisdomTree US MidCap Earnings ETF | | N/A | | 94,290 | |
| Total Mutual Funds | | | | | 54,528,170 | |
| | | | | | |
| * | BancPlus Corporation common stock | 1,500,732 shares | | 33,297,263 | | | 102,424,959 | |
| | | | | | |
| * | Notes receivable from participants, payable semimonthly | 4/7/22-10/2/26 | | | | |
| | 5.25%-7.50% | | N/A | | 798,249 | |
| * - Denotes party-in-interest | | | | | |
| N/A - Cost information not required for participant-directed investments | | |
BancPlus Corporation
Employee Stock Ownership Plan
with 401(k) Provisions
EIN 64-0655312 PN 001
Schedule H, Line 4j – Schedule of Reportable Transactions
Year Ended December 31, 2021
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | Current | | |
| | | | | | | | | Expenses | | | | Value of | | |
| | | | | | | | | Incurred | | | | Asset on | | |
| | | Purchase | | Selling | | Lease | | with | | Cost of | | Transaction | | Net Gain or |
| Identity | Description | | Price | | Price | | Rental | | Transaction | | Asset | | Date | | (Loss) |
| BankPlus | Money Market #049 | | | | | | | | | | | | | | |
| Purchases | | $ | 10,357,936 | | | $ | — | | | $ | — | | | $ | — | | | $ | 10,357,936 | | | $ | 10,357,936 | | | $ | — | |
| Sales | | — | | | 8,386,251 | | | — | | | — | | | 8,386,251 | | | 8,386,251 | | | — | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned duly authorized.
| | | | | | | | | | | |
| BANCPLUS CORPORATION |
| EMPLOYEE STOCK OWNERSHIP PLAN |
| (WITH CODE SECTION 401(K) PROVISIONS) |
| | | |
| | | |
| | | |
| Date: June 22, 2022 | /s/ Lisa McDaniel |
| | Lisa McDaniel |
| | Senior Vice President & HR Operations Director |
EXHIBIT INDEX
| | | | | | | | |
| Exhibit Number | | Description |
| | |
| 23.1 | | |