RED RIVER BANCSHARES INC [RRBI] Filings

10-Q 1 rrbi-20230331.htm 10-Q rrbi-20230331

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: March 31, 2023


☐			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: 001-38888


			Red River Bancshares, Inc.
			(Exact name of registrant as specified in its charter)


Louisiana						72-1412058
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification Number)


1412 Centre Court Drive, Suite 501, Alexandria, Louisiana						71301
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (318) 561-4000

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	RRBI	The Nasdaq Stock Market, LLC

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 Exchange Act). Yes ☐ No ☒

As of April 30, 2023, the registrant had 7,186,950 shares of common stock, no par value, issued and outstanding.

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		Page
Glossary of Terms		3
Cautionary Note Regarding Forward-Looking Statements		5

PART I	Financial Information
Item 1.	Financial Statements (Unaudited)
	Consolidated Balance Sheets	7
	Consolidated Statements of Income	8
	Consolidated Statements of Comprehensive Income	9
	Consolidated Statements of Changes in Stockholders’ Equity	10
	Consolidated Statements of Cash Flows	11
	Notes to Unaudited Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 4.	Controls and Procedures	60

PART II	Other Information
Item 1.	Legal Proceedings	61
Item 1A.	Risk Factors	61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	62
Item 3.	Defaults Upon Senior Securities	62
Item 4.	Mine Safety Disclosures	62
Item 5.	Other Information	62
Item 6.	Exhibits	63
	Signatures	64

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GLOSSARY OF TERMS

Unless the context indicates otherwise, references in this filing to “we,” “our,” “us,” “the Company,” and “our company” refer to Red River Bancshares, Inc., a Louisiana corporation and bank holding company, and its consolidated subsidiaries. All references in this filing to “Red River Bank,” “the bank,” and “the Bank” refer to Red River Bank, our wholly owned bank subsidiary.

Other abbreviations or acronyms used in this filing are defined below.


ABBREVIATION OR ACRONYM						DEFINITION
ACL						Allowance for credit losses
AFS						Available-for-sale
ALL						Allowance for loan losses
AOCI						Accumulated other comprehensive income or loss
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
Basel III						Basel Committee’s 2010 Regulatory Capital Framework (Third Accord)
BOLI						Bank-owned life insurance
bp(s)						Basis point(s)

CARES Act						Coronavirus Aid, Relief, and Economic Security Act, as amended
CBLR						Community bank leverage ratio
CCB						Capital conservation buffer
CECL						Current Expected Credit Losses, related to ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
COVID-19						Coronavirus Disease 2019
CRA						Community Reinvestment Act
Director Compensation Program						Amended and Restated Director Compensation program, which allows directors of the Company and the Bank an opportunity to select how to receive their annual director fees.
Economic Aid Act						Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act
Economic Growth Act						Economic Growth, Regulatory Relief, and Consumer Protection Act
EPS						Earnings per share
Exchange Act						Securities Exchange Act of 1934, as amended
FDIC						Federal Deposit Insurance Corporation
Federal Reserve						Board of Governors of the Federal Reserve System
FOMC						Federal Open Market Committee
FHLB						Federal Home Loan Bank of Dallas
FTE						Fully taxable equivalent basis
GAAP						Generally Accepted Accounting Principles in the United States of America
HFI						Held for investment
HFS						Held for sale
HTM						Held-to-maturity

LDPO						Loan and deposit production office
LIBOR						London Interbank Offered Rate
MSA						Metropolitan statistical area
NOW						Negotiable order of withdrawal
NPA(s)						Nonperforming asset(s)
OFI						Office of Financial Institutions
Policy Statement						Federal Reserve’s Small Bank Holding Company Policy Statement
PPP						Paycheck Protection Program
Report						Quarterly Report on Form 10-Q

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ABBREVIATION OR ACRONYM						DEFINITION
SBA						Small Business Administration
SBIC						Small Business Investment Company
Securities Act						Securities Act of 1933, as amended
SEC						Securities and Exchange Commission
TDR(s)						Troubled debt restructuring(s)

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” and “outlook,” or the negative version of those words, or such 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, management’s beliefs, and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict. Although we believe 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 factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•business and economic conditions generally and in the financial services industry, nationally and within our local market areas;

•the impact of COVID-19 (including the emergence of multiple COVID-19 variants) on our business, the communities where we have our banking centers, the state of Louisiana, and the United States, related to the economy and overall financial stability;

•government and regulatory responses to the COVID-19 pandemic;

•government intervention in the U.S. financial system, including the effects of recent and future legislative, tax, accounting, and regulatory actions and reforms, including the CARES Act, the American Rescue Plan Act of 2021, and the Economic Aid Act, which established the SBA PPP, the Inflation Reduction Act of 2022, and other stimulus legislation or changes in banking, securities, accounting, and tax laws and regulations, and their application by our regulators;

•changes in management personnel;

•increased competition in the financial services industry, particularly from regional and national institutions;

•volatility and direction of market interest rates;

•our ability to maintain important deposit customer relationships and our reputation, and to otherwise avoid liquidity risks;

•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;

•changes in the value of collateral securing our loans;

•risks associated with system failures or failures to protect against cybersecurity threats, such as breaches of our network security;

•deterioration of our asset quality;

•the adequacy of our reserves, including our allowance for loan losses;

•operational risks associated with our business;

•natural disasters and adverse weather, acts of terrorism, pandemics, an outbreak of hostilities, including the ongoing military conflict between Russia and Ukraine, or other international or domestic calamities, and other matters beyond our control;

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

•compliance with the extensive regulatory framework that applies to us;

•the cessation of LIBOR effective June 30, 2023, and the impact of any replacement alternatives on our business;

•changes in the laws, rules, regulations, interpretations, or policies relating to financial institutions, accounting, tax, trade, monetary, and fiscal matters; and

•the risk factors found in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022, as well as in “Part II - Item 1A. Risk Factors” of this Report and other reports and documents we file from time to time with the SEC.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this Report. Additional information on these and other risk factors can be found in “Part II - Item 1A. Risk Factors” of this Report and in “Part I - Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. 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 review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by applicable law. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot

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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.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

RED RIVER BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)




(in thousands, except share amounts)	March 31, 2023		December 31, 2022
ASSETS
Cash and due from banks	$	34,491	$	37,824
Interest-bearing deposits in other banks	194,727		240,568
Total Cash and Cash Equivalents	229,218		278,392
Securities available-for-sale, at fair value	611,794		614,407
Securities held-to-maturity, at amortized cost	149,417		151,683
Equity securities, at fair value	4,010		9,979
Nonmarketable equity securities	3,506		3,478
Loans held for sale	2,046		518
Loans held for investment	1,921,850		1,916,267
Allowance for credit losses	(20,854)		(20,628)
Premises and equipment, net	55,065		54,383
Accrued interest receivable	8,397		8,830
Bank-owned life insurance	28,954		28,775
Intangible assets	1,546		1,546
Right-of-use assets	4,011		4,137
Other assets	31,622		30,919
Total Assets	$	3,030,582	$	3,082,686
LIABILITIES
Noninterest-bearing deposits	$	1,060,042	$	1,090,539
Interest-bearing deposits	1,671,343		1,708,397
Total Deposits	2,731,385		2,798,936

Accrued interest payable	2,433		1,563
Lease liabilities	4,136		4,258
Accrued expenses and other liabilities	15,988		12,176
Total Liabilities	2,753,942		2,816,933
COMMITMENTS AND CONTINGENCIES	—		—
STOCKHOLDERS’ EQUITY
Preferred stock, no par value: Authorized - 1,000,000 shares; None Issued and Outstanding	—		—
Common stock, no par value: Authorized - 30,000,000 shares; Issued and Outstanding - 7,177,650 and 7,183,915 shares, respectively	59,788		60,050
Additional paid-in capital	2,157		2,088
Retained earnings	283,236		274,781
Accumulated other comprehensive income (loss)	(68,541)		(71,166)
Total Stockholders’ Equity	276,640		265,753
Total Liabilities and Stockholders’ Equity	$	3,030,582	$	3,082,686

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

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	For the Three Months Ended March 31,
(in thousands, except per share data)	2023		2022
INTEREST AND DIVIDEND INCOME
Interest and fees on loans	$	21,764	$	16,770
Interest on securities	3,567		2,962
Interest on federal funds sold	635		25
Interest on deposits in other banks	1,738		251
Dividends on stock	28		1
Total Interest and Dividend Income	27,732		20,009
INTEREST EXPENSE
Interest on deposits	4,823		1,281

Total Interest Expense	4,823		1,281
Net Interest Income	22,909		18,728
Provision for credit losses	—		150
Net Interest Income After Provision for Credit Losses	22,909		18,578
NONINTEREST INCOME
Service charges on deposit accounts	1,393		1,308
Debit card income, net	934		936
Mortgage loan income	275		1,127
Brokerage income	807		775
Loan and deposit income	477		371
Bank-owned life insurance income	179		172
Gain (Loss) on equity securities	31		(365)
Gain (Loss) on sale and call of securities	—		39
SBIC income	180		20
Other income (loss)	64		19
Total Noninterest Income	4,340		4,402
OPERATING EXPENSES
Personnel expenses	9,000		8,452
Occupancy and equipment expenses	1,717		1,492
Technology expenses	748		771
Advertising	281		219
Other business development expenses	436		303
Data processing expense	400		316
Other taxes	686		636
Loan and deposit expenses	205		130
Legal and professional expenses	516		418
Regulatory assessment expenses	406		250
Other operating expenses	1,093		1,075
Total Operating Expenses	15,488		14,062
Income Before Income Tax Expense	11,761		8,918
Income tax expense	2,163		1,526
Net Income	$	9,598	$	7,392
EARNINGS PER SHARE
Basic	$	1.34	$	1.03
Diluted	$	1.33	$	1.03

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

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)


	For the Three Months Ended March 31,
(in thousands)	2023		2022
Net income	$	9,598	$	7,392
Other comprehensive income (loss):
Unrealized net gain (loss) on securities arising during period	2,957		(50,652)
Tax effect	(620)		10,637
(Gain) Loss on sale and call of securities included in net income	—		(39)
Tax effect	—		8
Change in unrealized net loss on securities transferred to held-to-maturity	365		—
Tax effect	(77)		—
Total other comprehensive income (loss)	2,625		(40,046)
Comprehensive Income (Loss)	$	12,223	$	(32,654)

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

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


(dollars in thousands, except per share amounts)	Common Shares Issued	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance as of December 31, 2021	7,180,155	$	60,233	$	1,814	$	239,876	$	(3,773)	$	298,150
Net income	—	—		—		7,392		—		7,392
Stock incentive plan	—	—		63		—		—		63

Issuance of shares of common stock as board compensation	675	35		—		—		—		35
Repurchase of common stock under stock repurchase program	(4,465)	(218)		—		—		—		(218)
Cash dividend - $0.07 per share	—	—		—		(502)		—		(502)
Other comprehensive income (loss)	—	—		—		—		(40,046)		(40,046)
Balance as of March 31, 2022	7,176,365	$	60,050	$	1,877	$	246,766	$	(43,819)	$	264,874



Balance as of December 31, 2022	7,183,915	$	60,050	$	2,088	$	274,781	$	(71,166)	$	265,753
Net income	—	—		—		9,598		—		9,598
Stock incentive plan	—	—		69		—		—		69
Forfeiture of restricted shares of common stock	(1,130)	—		—		—		—		—
Issuance of shares of common stock as board compensation	1,660	84		—		—		—		84
Repurchase of common stock under stock repurchase program	(6,795)	(346)		—		—		—		(346)
Cash dividend - $0.08 per share	—	—		—		(574)		—		(574)
Cumulative effect of change in accounting principle	—	—		—		(569)		—		(569)
Other comprehensive income (loss)	—	—		—		—		2,625		2,625
Balance as of March 31, 2023	7,177,650	$	59,788	$	2,157	$	283,236	$	(68,541)	$	276,640

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

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RED RIVER BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


	For the Three Months Ended March 31,
(in thousands)	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	9,598	$	7,392
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	546		502
Amortization	174		164
Share-based compensation earned	69		63
Share-based board compensation earned	10		20
(Gain) Loss on other assets owned	1		26
Net (accretion) amortization on securities AFS	525		600
Net (accretion) amortization on securities HTM	(356)		—
(Gain) Loss on sale and call of securities	—		(39)
(Gain) Loss on equity securities	(31)		365
Provision for credit losses	—		150
Deferred income tax (benefit) expense	(351)		(200)
Net (increase) decrease in loans HFS	(1,528)		(2,351)
Net (increase) decrease in accrued interest receivable	433		(409)
Net (increase) decrease in BOLI	(179)		(172)
Net increase (decrease) in accrued interest payable	870		19
Net increase (decrease) in accrued income taxes payable	2,515		1,802
Other operating activities, net	1,034		895
Net cash provided by (used in) operating activities	13,330		8,827
CASH FLOWS FROM INVESTING ACTIVITIES
Activity in securities AFS:

Maturities, principal repayments, and calls	13,800		29,810
Purchases	(8,755)		(232,688)
Activity in securities HTM:
Maturities, principal repayments, and calls	2,622		—
Sale of equity securities	6,000		—

Purchase of nonmarketable equity securities	(28)		(1)
Capital contribution in partnerships	(786)		—
Net (increase) decrease in loans HFI	(5,657)		(57,276)



Purchases of premises and equipment	(1,229)		(3,077)
Net cash provided by (used in) investing activities	5,967		(263,232)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	(67,551)		17,380



Repurchase of common stock	(346)		(218)


Cash dividends	(574)		(502)
Net cash provided by (used in) financing activities	(68,471)		16,660
Net change in cash and cash equivalents	(49,174)		(237,745)
Cash and cash equivalents - beginning of period	278,392		784,864
Cash and cash equivalents - end of period	$	229,218	$	547,119

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

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	For the Three Months Ended March 31,
(in thousands)	2023		2022
SUPPLEMENTAL DISCLOSURES
Cash paid during the year for:
Interest	$	3,953	$	1,263


SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Assets acquired in settlement of loans	$	22	$	—

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

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RED RIVER BANCSHARES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited consolidated financial statements of the Company were prepared in accordance with GAAP for interim financial information, general practices within the financial services industry, and instructions for Form 10-Q and Regulation S-X. Accordingly, these interim financial statements do not include all of the information or footnotes required by GAAP for annual financial statements. However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the interim periods disclosed herein are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Certain prior period amounts have been reclassified to conform to the current period presentation. These changes in presentation did not have a material impact on the Company’s financial condition or results of operations.

Critical Accounting Policies and Estimates

In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s financial condition, results of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the interim period presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

On January 1, 2023, the Company adopted ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which significantly changed the impairment model for most financial assets that are measured at amortized cost, including loans HFI, securities, and unfunded commitments, from an incurred loss model to an expected loss model. Accounting policies related to the allowance for credit losses are considered critical as these policies involve considerable subjective judgment and estimation by management. Changes in factors and forecasts used in evaluating the overall loan portfolio may result in significant changes in the allowance for credit losses and related provision expense in future periods. The allowance level is influenced by loan portfolio growth, changes in the quality and composition of the loan portfolio, the level of nonperforming loans, delinquency and charge-off trends, current economic conditions, forecasted information, and other conditions influencing loss expectations. Changes to the assumptions in the model in future periods could have a material impact on the Company’s Consolidated Financial Statements. Refer to “- Accounting Standards Adopted in 2023” for a detailed discussion on the Company’s methodologies for estimating expected credit losses.

Accounting Standards Adopted in 2023

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. On January 1, 2023, the Company adopted ASC 326, as amended, which replaces the incurred loss methodology with an expected loss methodology that is referred to as the CECL methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loans HFI, securities HTM, and unfunded commitments. In addition, ASC 326 made changes to the accounting for securities AFS, which requires credit losses to be presented as an allowance rather than as a write-down on securities AFS that management does not intend to sell or believes that it is more likely than not that the Company will have the ability to hold until each security has recovered its cost basis.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and unfunded commitments. Results for reporting periods beginning after January 1, 2023, are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. The Company recorded a $569,000, net of tax, decrease to stockholders’ equity as of January 1, 2023, for the cumulative effect of

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adopting ASC 326. The transition adjustment included a $278,000 increase to the December 31, 2022 allowance for loan losses and established a $442,000 reserve for unfunded commitments as presented in the following table.


(in thousands)	December 31, 2022 ALL		Impact of ASC 326 Adoption		January 1, 2023 ACL
Real estate:
Commercial real estate	$	7,720	$	876	$	8,596
One-to-four family residential	5,682		1,231		6,913
Construction and development	1,654		(444)		1,210
Commercial and industrial	4,350		(822)		3,528

Tax-exempt	751		(427)		324
Consumer	471		(136)		335
Total	$	20,628	$	278	$	20,906

Reserve for unfunded commitments	$	—	$	442	$	442

Loans Held for Investment

Loans that management has the intent and ability to hold, for the foreseeable future or until maturity or payoff, are reported at amortized cost. Amortized cost is the principal balance outstanding, net of deferred fees and costs. Accrued interest receivable is reported in accrued interest receivable on the consolidated balance sheets and is excluded from the estimate of credit losses. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.

Interest income on loans is discontinued and placed on nonaccrual status at the time the loan is 90 days past due unless the loan is well secured and in process of collection. Loans, excluding credit cards, are charged-off to the extent management is relatively certain that principal and interest will be uncollectible. Credit card loans continue to accrue interest until they are charged-off no later than 120 days past due unless the loan is in the process of collection. Past due status is based on the contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged-off at an earlier date if collection of principal or interest is considered doubtful. When a loan is placed on nonaccrual status, uncollected accrued interest is reversed, reducing interest income, and future income accrual is discontinued. Subsequent payments, if any, of interest and fees are applied as reductions to the loan’s outstanding principal balance. Once the principal balance of a loan placed on nonaccrual status has been fully recovered, subsequent payments received are recognized as interest income on a cash basis. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Credit Losses - Loans

The ACL is a valuation account that is deducted from the amortized cost basis of loans HFI to present management’s best estimate of the expected credit losses to be collected over the lifetime of the loans. The amount of the ACL should not be interpreted as an indication that charge-offs in future periods will necessarily occur in those amounts, or at all. Loans are charged-off against the allowance when management is relatively certain that principal and interest will be uncollectible. Expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off. Subsequent recoveries, if any, are credited to the allowance.

Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. This reasonable and supportable forecast period is currently one year and incorporates Company and peer historical losses. After the forecast period, the Company reverts to an average historical loss rate over a two-year period. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term, as well as for changes in economic conditions, such as changes in unemployment rates, property values, or other relevant factors. These qualitative factors serve to compensate for additional areas of uncertainty inherent in the portfolio that are not reflected in our historic loss factors. The determination of the amount of allowance involves a high degree of judgement and subjectivity.

The ACL is measured on a collective pool basis when similar risk characteristics and risk profiles exist. The Company utilizes cohort loss rate (static pool analysis) and remaining life loss rate methodologies to estimate the quantitative portion of the ACL for loan pools. The cohort loss rate methodology tracks a closed pool of loans over their remaining lives to determine their loss behavior. The remaining life loss rate methodology takes the calculated loss rate and applies that rate to a pool of loans on a periodic basis based on the remaining life expectation of that pool.

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The portfolio pools are based primarily on regulatory call report codes. These pools and certain of the inherent risks in the Company’s loan portfolio are summarized in the following table.


Loan Pool			Risk Characteristics
Residential construction			This category consists of loans to residential developers and to individual clients for construction of single-family homes. Risks inherent in this portfolio pool include fluctuations in the value of real estate, project completion risk, and change in market trends.
Commercial construction			This category consists of loans to small and medium-sized businesses to construct owner occupied facilities and developers of commercial real estate investment properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, project completion risk, change in market trends, and the ability to sell the property upon completion.
Farmland			This category consists of loans secured by real estate that is used or usable for agricultural purposes, including land used for crops, livestock production, grazing/pastureland, and timberland. Risks inherent in this portfolio pool include adverse changes in climate, fluctuations in feed and livestock prices, and changes in property values.
Home equity loans and lines			This category consists of home equity loans and lines of credit. Risks inherent in this portfolio pool include local unemployment rates, local residential real estate market conditions, and the interest rate environment.
Secured closed-liens			This category consists of loans secured by primary and secondary liens on residential real estate. Risks inherent in this portfolio pool include local unemployment rates, local residential real estate market conditions, and the interest rate environment. Generally, these loans are for longer terms than home equity loans and lines of credit.
Multifamily			This category consists of loans secured by apartment or residential buildings with five or more units used to accommodate households on a temporary or permanent basis. Risks inherent in this portfolio pool include local unemployment rates, changes in the local economy, and factors that would impact property values.
Owner occupied commercial real estate			This category consists of loans to established operating companies and secured by owner occupied offices and industrial real estate properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, the overall strength of the economy, new job creation trends, environmental contamination, and the quality of the borrower’s management.
Non-owner occupied commercial real estate			This category consists of loans to developers and other persons or entities and secured by non-owner occupied commercial real estate properties. Risks inherent in this portfolio pool include fluctuations in the value of real estate, the overall strength of the economy, new job creation trends, tenant vacancy rates, environmental contamination, and the quality of the borrower’s management.
Commercial and industrial			This category consists of secured and unsecured loans to purchase capital equipment, agriculture operating loans, and other business loans for working capital and operating purposes. Secured loans are primarily secured by accounts receivable, inventory, and other business assets. The performance of commercial and industrial loans may be adversely affected by, among other factors, conditions specific to the relevant industry, fluctuations in the value of the collateral, and individual performance factors related to the borrower such as the quality of the borrower’s management.
Consumer			This category consists of loans to individuals for household, family, and other personal use. Risks inherent in this portfolio pool include the borrower’s financial condition, local unemployment rates, local economic conditions and the interest rate environment.
Tax-exempt			This category consists of loans to political subdivisions primarily of the State of Louisiana including parishes, municipalities, utility districts, school districts, and development authorities. These loans undergo the same underwriting as any of our other loans and are typically paid for by ad valorem taxes or specific revenue sources.
Other loans			This category consists of loans not included in any other category. Risks inherent in this portfolio pool include local unemployment rates, local economic conditions, and the interest rate environment.

Loans that do not share similar risk characteristics are evaluated on an individual basis and excluded from the collective evaluation. For loans evaluated on an individual basis that are collateral dependent, the specific allowance is estimated by calculating the difference between the fair value of the underlying collateral less estimated selling costs and the Bank’s

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exposure. If the loan is not collateral dependent, the discounted cash flow methodology is used. Either of these determinations are highly subjective and based on information available at the time of valuation.

Reserve for Unfunded Commitments

Commitments to extend credit are agreements to lend to a customer if all conditions of the commitment have been met. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Company. The reserve for unfunded commitments is recorded within accrued interest payable on the consolidated balance sheets, and the related provision is recorded in other operating expenses on the consolidated statements of income. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The loss rates computed for each pool and expected pool-level funding rates are applied to the related unfunded commitment balance to obtain the reserve amount.

Securities AFS

ASC 326 requires the Company to measure expected credit losses on securities AFS. Impairment is evaluated when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value. Management evaluates each security by considering the nature of the collateral, potential future changes in collateral values, default rates, delinquency rates, third-party guarantees, credit ratings, volatility of the security’s fair value, and historical loss information for financial assets secured with similar collateral, along with other factors. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, the results of reviews of the issuer’s financial condition, and the issuer’s anticipated ability to pay the contractual cash flows of the investments. If a decline in the fair value related to creditworthiness or other factors is determined, an ACL will be calculated using a discounted cash flow method, whereby management will compare the present value of expected cash flows with the amortized cost basis of the security. The credit loss component would be recognized through the provision for credit losses in the consolidated statements of income. Accrued interest receivable is excluded from the amortized cost basis in measuring expected credit losses on the investment securities and no ACL is recorded on accrued interest receivable. The Company’s current securities AFS portfolio consists of U.S. Treasury securities, mortgage-backed securities, U.S. agency securities, and municipal bonds. The Company’s securities AFS, other than the municipal bonds, are considered treasuries, agencies, and instrumentalities of the U.S. government, which have a zero credit loss assumption. These securities have the full faith and credit backing of the U.S. government or one of its agencies. Municipal bonds AFS do not fall under the zero credit loss assumption and are evaluated quarterly using the considerations mentioned above to determine whether there is a credit loss associated with a decline in fair value. Due to the zero credit loss assumption and the considerations applied to the securities AFS, no ACL was recorded on January 1, 2023 for securities AFS.

Securities HTM

ASC 326 requires the Company to measure expected credit losses on securities HTM. Securities HTM are measured on a collective basis by major security type with those sharing similar risk characteristics, and considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The ACL is a valuation account that is deducted from the amortized cost basis to present the net amount expected to be collected on the securities HTM portfolio. Management monitors the HTM portfolio to determine whether an ACL should be recorded. The Company’s current securities HTM portfolio consists of mortgage-backed securities and U.S. agency securities. Our securities HTM are considered agencies and instrumentalities of the U.S. government that have a zero credit loss assumption. These securities have the full faith and credit backing of the U.S. government or one of its agencies. Due to the zero credit loss assumption, no ACL was recorded on January 1, 2023 for securities HTM.

ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update address how to determine whether a contract liability is recognized by the acquirer in a business combination. The amendment also resolves the inconsistency of post-acquisition revenue recognition by providing specific guidance on how to recognize and measure acquired contract assets and contract liabilities from revenue contracts in a business combination. On January 1, 2023, the Company adopted ASU No. 2021-08. Adoption of this ASU did not have an impact on the Company’s consolidated financial statements.

ASU No. 2022-02 Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance issued in this update eliminates the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, but also enhances the disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The guidance requires that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. On January 1, 2023, the Company adopted ASU No. 2022-02 on a prospective basis. Adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. The guidance issued in this update addresses two issues. First, the standard requires entities to determine whether a related party arrangement between entities under common control is a lease. If the arrangement is a lease, the accounting for the lease is treated the same as an arrangement with an unrelated party. This is a change in the requirement under Topic 840, Leases, which used the basis of economic substance. Secondly, the standard requires leasehold improvements associated with common control leases be amortized by the lessee over the useful life of the leasehold improvements to the common control group as long as the lessee controls the use of the underlying asset. If the lessor obtained control of the use of the underlying asset through a lease with another entity not within the common control group, the amortization period may not exceed the amortization period of the common control group. If the lessee no longer controls the use of the underlying asset, the improvement is accounted for as a transfer between entities under common control through an adjustment to equity. These leasehold improvements are subject to the impairment guidance in Topic 360 Property, Plant and Equipment. Both items of this amendment are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted for both interim periods and annual financial statements that have not been issued. On January 1, 2023, the Company early adopted ASU No. 2023-01, and it did not have an impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements

As of March 31, 2023, there were no recent accounting pronouncements that were applicable and not adopted.

2. Securities

Securities are classified as AFS, HTM, and equity securities. Total securities were $765.2 million as of March 31, 2023.

Securities AFS and Securities HTM

Securities AFS and securities HTM are debt securities. Securities AFS are held for indefinite periods of time and are carried at estimated fair value. As of March 31, 2023, the estimated fair value of securities AFS was $611.8 million. The net unrealized loss on securities AFS decreased $3.0 million for the three months ended March 31, 2023, resulting in a net unrealized loss of $71.2 million as of March 31, 2023.

Securities HTM, which the Company has the intent and ability to hold until maturity, are carried at amortized cost. As of March 31, 2023, the amortized cost of securities HTM was $149.4 million.

Investment activity for the three months ended March 31, 2023, included $8.8 million of securities purchased, partially offset by $16.4 million in maturities, principal repayments, and calls. There were no sales of securities AFS, and there were no purchases or sales of securities HTM for the same period.

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The amortized cost and estimated fair value of securities AFS and securities HTM are summarized in the following tables:


	March 31, 2023
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	269,760	$	10	$	(31,737)	$	238,033
Municipal bonds	218,459		13		(33,227)		185,245
U.S. Treasury securities	172,262		—		(4,567)		167,695
U.S. agency securities	22,488		5		(1,672)		20,821
Total Securities AFS	$	682,969	$	28	$	(71,203)	$	611,794

Securities HTM:
Mortgage-backed securities	$	148,503	$	—	$	(19,803)	$	128,700
U.S. agency securities	914		—		(102)		812
Total Securities HTM	$	149,417	$	—	$	(19,905)	$	129,512


	December 31, 2022
(in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	272,253	$	—	$	(31,272)	$	240,981
Municipal bonds	219,305		6		(35,219)		184,092
U.S. Treasury securities	176,380		—		(5,902)		170,478
U.S. agency securities	20,601		—		(1,745)		18,856
Total Securities AFS	$	688,539	$	6	$	(74,138)	$	614,407

Securities HTM:
Mortgage-backed securities	$	150,771	$	—	$	(19,142)	$	131,629
U.S. agency securities	912		—		(134)		778
Total Securities HTM	$	151,683	$	—	$	(19,276)	$	132,407

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The amortized cost and estimated fair value of securities AFS and securities HTM as of March 31, 2023, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because issuers have the right to call or repay obligations with or without call or prepayment penalties.


	March 31, 2023
(in thousands)	Amortized Cost		Fair Value
Securities AFS:
Within one year	$	108,910	$	107,118
After one year but within five years	105,859		101,616
After five years but within ten years	81,451		74,960
After ten years	386,749		328,100
Total Securities AFS	$	682,969	$	611,794

Securities HTM:
Within one year	$	—	$	—
After one year but within five years	—		—
After five years but within ten years	914		812
After ten years	148,503		128,700
Total Securities HTM	$	149,417	$	129,512

Accounting for Credit Losses – Securities AFS and Securities HTM

The Company evaluates securities AFS for impairment when there has been a decline in fair value below the amortized cost basis of a security to determine whether there is a credit loss associated with the decline in fair value on at least a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Due to the zero credit loss assumption and the considerations applied to the securities AFS, no ACL was recorded on January 1, 2023 and March 31, 2023 for securities AFS. Also, as part of our evaluation of our intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, we consider our investment strategy, cash flow needs, liquidity position, capital adequacy, and interest rate risk position. Management does not intend to sell these securities prior to recovery, and it is more likely than not that the Company will have the ability to hold them, primarily due to adequate liquidity, until each security has recovered its cost basis.

Due to the zero credit loss assumption on the securities HTM portfolio, no ACL has been recorded for securities HTM on January 1, 2023 and March 31, 2023.

Accrued interest receivable totaled $2.9 million and $3.0 million as of March 31, 2023 and December 31, 2022, respectively, for securities AFS and securities HTM and was reported in accrued interest receivable on the consolidated balance sheets.

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Information pertaining to securities AFS and securities HTM with gross unrealized losses as of March 31, 2023 and December 31, 2022, aggregated by investment category and length of time that individual securities have been in a continuous loss position, is described as follows:


	March 31, 2023
	Less than twelve months				Twelve months or more
(in thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	(1)	$	1,910	$	(31,736)	$	232,154
Municipal bonds	(203)		10,734		(33,024)		170,760
U.S. Treasury securities	—		—		(4,567)		167,695
U.S. agency securities	(3)		608		(1,669)		17,210
Total Securities AFS	$	(207)	$	13,252	$	(70,996)	$	587,819

Securities HTM:
Mortgage-backed securities	$	(19,803)	$	128,700	$	—	$	—
U.S. agency securities	(102)		812		—		—
Total Securities HTM	$	(19,905)	$	129,512	$	—	$	—

	December 31, 2022
	Less than twelve months				Twelve months or more
(in thousands)	Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value
Securities AFS:
Mortgage-backed securities	$	(10,214)	$	105,030	$	(21,058)	$	135,607
Municipal bonds	(11,340)		84,691		(23,879)		98,607
U.S. Treasury securities	(3,852)		131,107		(2,050)		39,371
U.S. agency securities	(608)		10,289		(1,137)		8,564
Total Securities AFS	$	(26,014)	$	331,117	$	(48,124)	$	282,149

Securities HTM:
Mortgage-backed securities	$	(19,142)	$	131,629	$	—	$	—
U.S. agency securities	(134)		778		—		—
Total Securities HTM	$	(19,276)	$	132,407	$	—	$	—

As of March 31, 2023, the Company held 566 securities AFS and securities HTM that were in unrealized loss positions. The aggregate unrealized loss of these securities as of March 31, 2023, was 10.95% of the amortized cost basis of total debt securities.

The proceeds from sales and calls of debt securities and their gross gain (loss) for the three months ended March 31, 2023 and 2022, are shown below:


	Three Months Ended March 31,
(in thousands)	2023		2022
Proceeds (1)	$	—	$	8,074
Gross gain	$	—	$	39
Gross loss	$	—	$	—

(1)The proceeds include the gross gain and loss.

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Equity Securities

Equity securities are an investment in a CRA mutual fund, consisting primarily of bonds. Equity securities are carried at fair value on the consolidated balance sheets with periodic changes in value recorded through the consolidated statements of income. As of December 31, 2022, equity securities had a fair value of $10.0 million with a recognized loss of $468,000 for the year ended December 31, 2022. The loss on equity securities during 2022 was due to a significant increase in interest rates. In March 2023, we sold $6.0 million of the mutual fund. As of March 31, 2023, equity securities had a fair value of $4.0 million with a recognized gain of $31,000 for the three months ended March 31, 2023.

Pledged Securities

Securities with carrying values of approximately $202.1 million and $168.2 million were pledged to secure public entity deposits as of March 31, 2023 and December 31, 2022, respectively.

3. Loans and Asset Quality

Loans

Loans HFI by category and loans HFS are summarized below:



(in thousands)	March 31, 2023		December 31, 2022
Real estate:
Commercial real estate	$	805,160	$	794,723
One-to-four family residential	550,542		543,511
Construction and development	145,967		157,364
Commercial and industrial	315,738		310,053
SBA PPP, net of deferred income	14		14
Tax-exempt	76,825		83,166
Consumer	27,604		27,436
Total loans HFI	$	1,921,850	$	1,916,267
Total loans HFS	$	2,046	$	518

Accrued interest receivable on loans HFI totaled $5.4 million and $5.8 million as of March 31, 2023 and December 31, 2022, respectively, and was reported in accrued interest receivable on the accompanying consolidated balance sheets.

Allowance for Credit Losses

Effective January 1, 2023, the Company adopted the provisions of ASC 326 using the modified retrospective method. For reporting periods beginning on and after January 1, 2023, the Company maintains an ACL on all loans that reflects management’s estimate of expected credit losses for the full life of the loan portfolio.

The following table summarizes the activity in the ACL by category for the three months ended March 31, 2023:

(in thousands)

Beginning Balance December 31, 2022

Impact of ASC 326 Adoption

Provision for Credit Losses

Charge-offs

Recoveries

Ending Balance March 31, 2023

Real Estate:

RED RIVER BANCSHARES INC [RRBI] Filings
10-Q	[2023-05-10]
10-K	[2023-03-16]
10-Q	[2022-11-10]
10-Q	[2022-08-11]
10-Q	[2022-05-13]
10-K	[2022-03-18]
10-Q	[2021-11-12]
10-Q	[2021-08-13]
10-Q	[2021-05-14]
10-K	[2021-03-19]
10-Q	[2020-11-13]
10-Q	[2020-08-10]
10-Q	[2020-05-15]
10-K	[2020-03-27]
10-Q	[2019-11-14]
10-Q	[2019-08-14]
10-Q	[2019-06-07]
S-1	[2019-04-10]