UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x
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Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2010
Or
¨
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Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
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For the transition period from
to
Commission file number 001-13253
A.
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Full title of the plan and the address of the plan, if different from that of the issuer named below:
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RENASANT BANK 401(k) PLAN
B.
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Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
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RENASANT CORPORATION
209 Troy Street
Tupelo, MS 38804-4827
Renasant Bank 401(k) Plan
Form 11-K
For
the Year Ended December 31, 2010
CONTENTS
All other schedules required by Section 2520.103-10 of the Department of Labors Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
401(k) Oversight Committee
Renasant Bank
We have audited the accompanying
statements of net assets available for benefits of Renasant Bank 401(k) Plan (the Plan) as of December 31, 2010 and 2009, and the related statements of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
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, 2010 and 2009, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) as of December 31, 2010, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the United States Department of Labor Rules
and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plans management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Ridgeland, Mississippi
June 29, 2011
1
Renasant Bank 401(k) Plan
Statements of Net Assets Available for Benefits
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December 31,
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2010
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2009
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Assets
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Investments, at fair value:
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Interest-bearing cash
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$
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15
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$
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2,241
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Mutual funds
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24,339,067
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32,044,831
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Collective trust fund
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1,314,855
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Separately managed accounts
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12,851,251
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Renasant Corporation common stock
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10,048,848
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7,824,158
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Total investments
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48,554,036
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39,871,230
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Receivables
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Company contributions
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3,221,190
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3,258,410
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Participant contributions
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72
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88,149
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Accrued interest and dividends
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101,399
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97,893
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Notes receivable from participants
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84,874
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93,861
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Total receivables
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3,407,535
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3,538,313
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Total assets
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51,961,571
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43,409,543
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Liabilities
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Other liabilities
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131,630
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140,567
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Total liabilities
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131,630
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140,567
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Net assets available for benefits
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$
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51,829,941
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$
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43,268,976
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See Notes to Financial Statements.
2
Renasant Bank 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31,
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2010
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2009
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Investment income
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Interest
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$
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4,933
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$
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55,238
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Dividends
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880,313
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1,190,526
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Net appreciation in fair value of investments
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5,856,006
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3,672,740
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Total investment income
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6,741,252
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4,918,504
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Contributions
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Company
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3,221,190
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3,258,410
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Participants
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2,550,148
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2,579,404
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Rollovers
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167,369
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4,146
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Other
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28,289
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Total contributions
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5,966,996
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5,841,960
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Other deductions
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Benefits paid to participants
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4,062,694
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3,268,659
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Certain deemed distributions
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7,639
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358
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Corrective distributions
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131,630
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140,567
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Other expenses
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701
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Total other deductions
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4,201,963
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3,410,285
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Transfer from (to) affiliated plans
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54,680
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(4,315,888
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)
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Net increase in net assets available for benefits
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8,560,965
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3,034,291
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Net assets available for benefits:
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Beginning of year
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43,268,976
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40,234,685
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End of year
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$
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51,829,941
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$
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43,268,976
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See Notes to Financial Statements.
3
Renasant Bank 401(k) Plan
Notes to Financial Statements
Note A Description of Plan
The
following brief description of the Renasant Bank 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.
General
: The Plan is a defined contribution plan and is subject to the provisions of the Employee Retirement Income Security Act of 1974
(ERISA). The Plan covers substantially all employees of Renasant Corporation and its wholly-owned subsidiaries Renasant Bank and Renasant Insurance, Inc. (collectively referred to herein as the Company).
On December 22, 2009, the Company transferred account balances previously accrued under The Peoples Bank & Trust Company Employee Stock
Ownership Plan and Trust (the ESOP accounts) from the Plan to a separate employee stock ownership plan. The transfer of the ESOP accounts is shown as a reduction of the net assets of the Plan for the year ended December 31, 2009. At
the date of transfer, the ESOP accounts were valued at $4,315,888. Participant-directed transfers of eligible balances from the ESOP accounts into the Plan during 2010 totaled $54,680.
Eligibility
: Common law employees of the Company, other than employees subject to a collective bargaining agreement, non-resident aliens, temporary and seasonal workers, are immediately eligible to
participate in the Plan.
Contributions
: Participants may voluntarily defer compensation up to applicable IRS limits, as defined in the
Plan. Participants may also rollover distributions from other qualified retirement plans.
The Company matches 100% of each eligible
participants voluntary deferrals, up to 4% of compensation. The Company also makes nondiscretionary contributions for eligible participants equal to 5% of total compensation and 5% of compensation in excess of the current Social Security wage
base.
Participant Accounts; Allocations
: The Plan maintains one or more accounts for each participant, including a money purchase
account for participants in the prior The Peoples Bank & Trust Company Money Purchase Plan. Deferrals and rollover contributions are allocated to their respective accounts when made. Company contributions are made and allocated to their
respective accounts at the end of the year for those participants who are employed on the last day of the year and are credited with 1,000 hours of service during the year. No additional contributions are allocated to money purchase accounts.
Investments
: Participants direct the investment of their accounts in an ERISA Section 404(c) arrangement. Earnings are allocated
to accounts each business day.
Vesting
: Participants are fully vested in deferrals and rollovers and earnings allocable to such
contributions. Matching and nondiscretionary Company contribution accounts and money purchase accounts vest under a six-year graduated schedule.
Forfeitures
: Forfeitures of non-vested Company contributions are used to reduce future Company contributions. There were forfeitures pending in the amount of $148,856 and $167,043 at
December 31, 2010 and 2009, respectively.
Benefits
: Benefits are equal to the vested value of each participants accounts.
Upon termination of service, benefits are paid in the form of a single sum, except those amounts allocable to a participants money purchase account which are paid in the form of an annuity, unless a participant otherwise elects. Benefits are
recorded when paid.
Administrative Expenses
: The Plan sponsor pays the direct costs of the plan, including legal, audit, custodial and
recordkeeping fees.
Notes Receivable from Participants
: Participants may borrow from their fund accounts up to a maximum equal to the
lesser of $50,000 or 50% of their deferral account balance. Loan availability is generally conditioned upon hardship conditions. Loan terms range from one to five years, unless the loan is for the purchase of a principal residence. The loans are
secured by the balance in the participants accounts and bear interest at the prime rate of Renasant Bank plus 100 basis points. Principal and interest are paid ratably through payroll deductions.
4
Renasant Bank 401(k) Plan
Notes to Financial Statements
Note B Summary of Significant Accounting Policies
Basis of Accounting
: The Plans financial statements are prepared using the accrual basis of accounting, with the exception of the payment of
benefits, which are recognized as a reduction in the net assets available for benefits of the Plan as they are disbursed to participants.
Use of Estimates
: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of
America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
Reclassifications
: Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on results previously reported in the
Statements of Net Assets Available for Benefits or the Statements of Changes in Net Assets Available for Benefits.
Investment Valuation
and Income Recognition
: Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an order transaction between market participants at the measurement date. Refer to
Note G, Fair Value Measurements, for a discussion of the methods and assumptions used by the Plan to estimate the fair values of the Plans investments. Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation in the fair value of investments, as recorded in the Statements of Changes in Net Assets Available for Benefits, includes changes in the fair
value of investments acquired, sold or held during the year.
Notes Receivable from Participants
: Notes receivable from participants
are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent notes are reclassified as distributions based upon the terms of the Plan document.
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 participants account balances
and the amounts reported in the Statements of Net Assets Available for Benefits.
Subsequent Events
: The Plan has evaluated subsequent
events that have occurred after December 31, 2010 through the date of issuance of its financial statements for consideration of recognition or disclosure.
Impact of Recently-Issued Accounting Standards
: In January 2010, the Financial Accounting Standards Board (FASB) issued an update to Accounting Standards Codification Topic
(ASC) 820, Fair Value Measurements and Disclosures, (ASC 820) that requires a reporting entity to present separately information about purchases, sales, issuances and settlements in the reconciliation for fair
value measurements using Level 3 inputs. These disclosures are effective for interim and annual reporting periods beginning after December 15, 2010. The adoption of this update in 2011 will have no impact on the Plans fair value
disclosures.
In September 2010, the FASB issued an update to ASC 962, Plan Accounting - Defined Contribution Pension Plans, which
provides guidance on how loans to participants should be classified and measured by defined contribution pension plans. This update requires that participant loans be classified as notes receivable from participants, which are segregated from plan
investments and measured at their principal balance plus any accrued but unpaid interest. This update also states that disclosure requirements regarding the fair value of notes receivable from participants are not required. This update is effective
for periods ending after December 15, 2010, with early adoption permitted. This amendment requires retrospective application to all periods presented. This update was adopted by the Plan for the year ended December 31, 2010 and
retrospectively applied to December 31, 2009. Prior year amounts and disclosures have been revised to reflect the retrospective application of adopting this new update. There was no impact to the Plans net assets available for benefits or
changes in net assets available for benefits as of December 31, 2010 or 2009 as a result of the adoption of this update.
5
Renasant Bank 401(k) Plan
Notes to Financial Statements
Note C Investments
The fair value of individual investments that represent 5% or more of the Plans net assets at December 31, 2010 and 2009, were as follows:
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2010
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2009
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Number of
Units
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Fair Value
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Number of
Units
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Fair Value
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Renasant Corporation common stock
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594,255
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$
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10,048,848
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575,306
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$
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7,824,158
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Renasant Bank Moderate Growth Fund
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422,933
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4,842,918
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(3)
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(3)
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Federated Total Return Bond SS
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405,190
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4,517,864
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693,556
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7,536,837
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Renasant Bank Aggressive Growth Fund
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258,106
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3,040,260
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(3)
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(3)
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Renasant Bank Conservative Growth Fund
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258,160
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2,878,825
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(3)
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(3)
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Davis New York Venture R
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(1)
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(1)
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105,252
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3,260,722
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Federated InterContinental Fund A
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(2)
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(2)
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71,636
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3,081,778
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Federated Kaufmann Fund A
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(2)
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(2)
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530,872
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2,473,864
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Federated Prime Obligations Fund SS
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(2)
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(2)
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2,364,778
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2,364,778
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Federated International Small-Mid Company Fund A
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(2)
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(2)
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67,481
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2,165,469
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(
1
)
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Not an investment option for the Plan at December 31, 2010.
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(
2
)
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Did not represent 5% or more of the fair value of the Plans net assets at December 31, 2010.
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(
3
)
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Not an investment option for the Plan at December 31, 2009.
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The Plans investments, including gains and losses on investments bought and sold, as well as investments held during the year, appreciated (depreciated) in value as follows:
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2010
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2009
|
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Appreciation (depreciation) in fair value of investments:
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Mutual funds
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$
|
2,338,275
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$
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6,172,120
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Collective trust fund
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75,308
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|
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Separately managed accounts
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1,448,752
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|
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Renasant Corporation common stock
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1,993,671
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(2,499,380
|
)
|
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|
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Net appreciation in fair value of investments
|
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$
|
5,856,006
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$
|
3,672,740
|
|
|
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Note D Tax Status
The Plan obtained its latest determination letter on July 3, 2003, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of
the Internal Revenue Code. The Plan has been amended since that date. The Plan administrator and the Plans tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the
Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plans financial statements.
The Plan had no
uncertain tax positions at December 31, 2010 or 2009. If interest and penalties are incurred related to uncertain tax positions, such amounts are recognized in income tax expense. Tax periods for all fiscal years after 2007 remain open to
examination by the federal and state taxing jurisdictions to which the Plan is subject.
Note E Related Party Transactions
Renasant Corporation sponsors the Plan. Renasant Corporation common stock is one of the investment options in the Plan. Renasant Bank is
the trustee of the Plan. Federated Investors, Inc. and related subsidiaries are third party administrators of the Plan. Transactions between the Plan and these entities constitute exempt party-in-interest transactions.
Certain of the Plans investments are managed funds consisting of mutual funds aggregated specifically for the investment option of participants in
the Plan. Although these funds bear the name of Renasant Bank, they do not consist of shares of the Company.
Note F Plan
Termination
Although it has not expressed any intent to do so, the Company has the right at any time to terminate the Plan, in whole or in
part, subject to the provisions of ERISA. In the event of Plan termination, affected participants will become 100% vested in their accounts.
6
Renasant Bank 401(k) Plan
Notes to Financial Statements
Note G Fair Value Measurements
ASC 820 provides guidance for using fair value to measure assets and liabilities and also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value
into three broad levels. The fair value hierarchy gives the highest priority to a valuation based on quoted prices in active markets for identical assets and liabilities (Level 1), moderate priority to a valuation based on quoted prices in active
markets for similar assets and liabilities and/or based on assumptions that are observable in the market (Level 2), and the lowest priority to a valuation based on assumptions that are not observable in the market (Level 3).
The following methods and assumptions are used by the Plan to estimate the fair values of the Plans financial instruments on a recurring basis:
Mutual funds
: These investments are valued using the Net Asset Value (NAV) provided by the administrator of the fund. The NAV is based
on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.
Collective trust fund and separately managed accounts
: These investments are valued based on the market value of the underlying investments.
Renasant Corporation common stock
: The Companys common stock is traded on the NASDAQ Global Select Market and is valued using
the closing price on the last day of the Plan year.
The following table presents the Plans financial instruments that are measured at
fair value on a recurring basis at December 31, 2010 and 2009:
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Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Unobservable
Inputs
(Level
3)
|
|
|
Totals
|
|
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing cash
|
|
$
|
15
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
15
|
|
Mutual funds
|
|
|
24,339,067
|
|
|
|
|
|
|
|
|
|
|
|
24,339,067
|
|
Collective trust fund
|
|
|
|
|
|
|
1,314,855
|
|
|
|
|
|
|
|
1,314,855
|
|
Separately managed accounts
|
|
|
|
|
|
|
12,851,251
|
|
|
|
|
|
|
|
12,851,251
|
|
Renasant Corporation common stock
|
|
|
10,048,848
|
|
|
|
|
|
|
|
|
|
|
|
10,048,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,387,930
|
|
|
$
|
14,166,106
|
|
|
$
|
|
|
|
$
|
48,554,036
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing cash
|
|
$
|
2,241
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,241
|
|
Mutual funds
|
|
|
32,044,831
|
|
|
|
|
|
|
|
|
|
|
|
32,044,831
|
|
Renasant Corporation common stock
|
|
|
7,824,158
|
|
|
|
|
|
|
|
|
|
|
|
7,824,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
39,871,230
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
39,871,230
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
SUPPLEMENTAL SCHEDULE
8
RENASANT BANK 401(k) PLAN
EIN 64-0220550
PLAN 004
Schedule H, Line 4i Schedule of Assets (Held At End of
Year)
December 31, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
(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**
|
|
|
|
|
|
|
*
|
|
Federated
|
|
Interest-bearing cash
|
|
|
**
|
|
|
$
|
15
|
|
|
|
|
|
|
*
|
|
Federated
|
|
Renasant Bank Income Fund
|
|
|
**
|
|
|
|
1,314,855
|
|
*
|
|
Federated
|
|
Renasant Bank Conservative Growth Fund
|
|
|
**
|
|
|
|
2,878,825
|
|
*
|
|
Federated
|
|
Renasant Bank Moderate Growth Fund
|
|
|
**
|
|
|
|
4,842,918
|
|
*
|
|
Federated
|
|
Renasant Bank Growth Fund
|
|
|
**
|
|
|
|
2,089,248
|
|
*
|
|
Federated
|
|
Renasant Bank Aggressive Growth
|
|
|
**
|
|
|
|
3,040,260
|
|
*
|
|
Baron
|
|
Growth Retail
|
|
|
**
|
|
|
|
1,019,834
|
|
*
|
|
Columbia
|
|
Value and Restructuring Fund Z
|
|
|
**
|
|
|
|
1,252,504
|
|
*
|
|
Davis
|
|
New York Venture A
|
|
|
**
|
|
|
|
2,491,246
|
|
*
|
|
Federated
|
|
Clover Small Value Fund A
|
|
|
**
|
|
|
|
267,114
|
|
*
|
|
Federated
|
|
InterContinental Fund A
|
|
|
**
|
|
|
|
2,344,662
|
|
*
|
|
Federated
|
|
International Small-Mid Company Fund A
|
|
|
**
|
|
|
|
1,327,441
|
|
*
|
|
Federated
|
|
Kaufmann Fund A
|
|
|
**
|
|
|
|
1,799,871
|
|
*
|
|
Federated
|
|
Max Cap Index Fund SS
|
|
|
**
|
|
|
|
1,978,268
|
|
*
|
|
Federated
|
|
Mortgage Fund SS
|
|
|
**
|
|
|
|
299,225
|
|
*
|
|
Federated
|
|
Total Return Bond SS
|
|
|
**
|
|
|
|
4,517,864
|
|
*
|
|
Federated
|
|
Total Return Government Bond Fund SS
|
|
|
**
|
|
|
|
1,210,083
|
|
*
|
|
Federated
|
|
Prime Obligations Fund SS
|
|
|
**
|
|
|
|
2,466,076
|
|
*
|
|
Fidelity
|
|
Advisor Mid Cap Value Fund I
|
|
|
**
|
|
|
|
620,338
|
|
*
|
|
Janus
|
|
Forty A
|
|
|
**
|
|
|
|
1,368,273
|
|
*
|
|
RS
|
|
Partners Fund A
|
|
|
**
|
|
|
|
1,376,268
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,505,173
|
|
|
|
|
|
|
*
|
|
Renasant Corporation
|
|
Common Stock
|
|
|
**
|
|
|
|
10,048,848
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48,554,036
|
|
|
|
|
|
|
*
|
|
Notes Receivable from Participants
|
|
Range of interest rates from 4.25% to 9.25% with maturity
dates through 2018
|
|
|
**
|
|
|
|
84,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
**
|
|
|
$
|
48,638,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Denotes party-in-interest
|
**
|
Cost information has been omitted for participant-directed investments.
|
9
SIGNATURE
The Plan.
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 on Form
11-K to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
RENASANT BANK 401(K) PLAN
|
|
|
Date: June 29, 2011
|
|
/s/ Hollis Ray Smith
|
|
|
Hollis Ray Smith
|
|
|
Executive Vice President and
Human Resources Director
|
10
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