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December 4, 2018
R. Blake Chatelain
President and Chief Executive Officer
Red River Bancshares, Inc.
1412 Centre Court Drive, Suite 402
Alexandria, LA 71301
Re: Red River Bancshares, Inc.
Draft Registration Statement on Form S-1
Submitted on November 9, 2018
CIK No. 0001071236
Dear Mr. Chatelain:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Draft Registration Statement on Form S-1 Submitted on November 9, 2018
General
1. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
About this Prospectus, page ii
2. Please delete your disclosure here and on page 14 that your prospectus
"does not give
effect to a 1-for-1 stock dividend" on October 1, 2018 unless otherwise
indicated and
make corresponding revisions throughout your prospectus. Alternatively,
please explain
R. Blake Chatelain
FirstName Bancshares, Inc. Chatelain
Red River LastNameR. Blake
Comapany4, 2018 River Bancshares, Inc.
December NameRed
December 4, 2018 Page 2
Page 2
FirstName LastName
your rationale for not giving effect to this dividend, which appears
to function as a 2-for-1
stock split, and revise your prospectus to adjust the per share price
for your previous stock
offerings (e.g. page 114), discuss how and why this dividend may
impact per share
metrics and comparability between different periods (e.g. your
tangible book value per
share growth as discussed on page 6), and update your Dilution and
Description of Capital
Stock sections as of a more recent date (i.e. following your October
1, 2018 stock
dividend).
Prospectus Summary, page 1
3. We note that your Prospectus Summary discusses your competitive
strengths as well as
your growth and expansion strategy. Please balance your disclosure in
this section by also
including a brief summary of the most significant risks that your
business faces.
Our Historical Growth and Consistent Performance, page 4
4. We note your disclosure of "five successful equity offerings" prior to
this offering. Please
tell us what exemption or exemptions you relied upon to conduct your
second private
placement for "an additional $4 million in 2000" as a Form D does not
appear to have
been filed for this offering. We further note your disclosure that
your most recent private
placement in 2017 was "oversubscribed by approximately $10.0 million."
Please revise to
clarify whether you received subscriptions for approximately $10
million more than the
amount of securities offered or if you increased your offering amount
by approximately
$10 million. In this regard we note your Form D filed August 29, 2017
identifies gross
proceeds of approximately $12.1 million with approximately $1.7
million of
unsold securities. Finally, please tell us whether and why you
abandoned a $5 million
offering in 2013 as we note your Form D filed April 3, 2013.
Index to Financial Statements
Note 1. Business and Summary of Significant Accounting Policies
Acquisition Accounting, page F-9
5. Please revise the disclosure to state that the company accounts for
its acquisitions under
ASC Topic 805, Business Combinations which requires the use of the
acquisition method
of accounting.
Allowance for Loan Losses, page F-10
6. You disclose that the allowance for loan losses represents
management's best assessment
of potential losses that may be present in the loan portfolio. Please
revise your accounting
policy related to the allowance for loan losses consistent with the
disclosure appearing on
page 59 under the title Management's Discussion And Analysis of
Financial Condition
and Results Of Operations - Financial Condition - Allowance for Loan
Losses, that the
allowance provides for known and inherent losses in the loan portfolio
at each balance
sheet date.
R. Blake Chatelain
FirstName Bancshares, Inc. Chatelain
Red River LastNameR. Blake
Comapany4, 2018 River Bancshares, Inc.
December NameRed
December 4, 2018 Page 3
Page 3
FirstName LastName
Loans, page F-10
7. Please expand the disclosure to state, if true, that loans are placed
on non-accrual status
when they are 90 days past due, unless they are well secured and in
the process of
collection.
Note 3. Loans and Asset Quality
Asset Quality, page F-15
8. The disclosure regarding performing and non performing troubled debt
restructurings as
of December 31, 2017 is not consistent with the disclosure appearing
on page 57 under the
title Management's Discussion and Analysis of Financial Condition and
Results of
Operations Financial Condition Nonperforming Assets. Please
revise, as necessary.
9. Please expand the disclosure to provide both the pre-modification and
post-modification
recorded investment related to troubled debt restructurings pursuant
to ASC 310-10-50-33
(a). In addition, provide the information pursuant to ASC 310-10-50-34
with regard to
troubled debt restructurings within the previous 12 months and for
which there was a
payment default during the period, as applicable. Refer to ASC
310-10-55-12 for a table
illustrating these disclosures.
Note 11. Employee Benefits, page F-22
10. You disclose that the bank is the owner and beneficiary of all of the
policies death benefits
and that these benefits are recorded at the cash surrender value in
Other Assets. Please
revise the disclosure to state that Bank owned life insurance policies
are recorded as a
separate line item at their cash surrender value in the accompanying
consolidated balance
sheets.
Note 12. Stock-Based Compensation
Stock Options, page F-22
11. You disclose that during 2017 1,000 stock options were exercised which
does not appear
to be consistent with the amount of 822 shares of common stock issued
through stock
incentives and 178 shares that were surrendered in lieu of payment of
the cash exercise
price. Please revise, as necessary.
Note 14. Off-Balance Sheet Activities
Construction Commitments, page F-24
12. You disclose that the company has committed to a construction contract
for approximately
$2,444,000 as of December 31, 2017. It is not clear as to why this
contract is not disclosed
under the title Management's Discussion and Analysis of Financial
Condition and Results
of Operations Financial Condition - Contractual Obligations on page
68. Please refer to
Section 501.03.a.i.C.Contractual Obligations Table Disclosures of the
Financial Reporting
R. Blake Chatelain
Red River Bancshares, Inc.
December 4, 2018
Page 4
Codification and revise, as necessary.
You may contact Christina Harley, Staff Accountant, at (202) 551-3695
or John P. Nolan,
Senior Assistant Chief Accountant, at (202) 551-3492 if you have questions
regarding comments
on the financial statements and related matters. Please contact Christopher
Dunham, Staff
Attorney, at (202) 551-3783 or Michael Clampitt, Senior Counsel, at (202)
551-3434 with any
other questions.
Sincerely,
FirstName LastNameR. Blake Chatelain
Division of
Corporation Finance
Comapany NameRed River Bancshares, Inc.
Office of Financial
Services
December 4, 2018 Page 4
cc: Lowell W. Harrison, Esq.
FirstName LastName