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BancorpSouth Announces Earnings of $0.26 per Diluted Share for Third Quarter 2009

TUPELO, Miss., Oct. 22 /PRNewswire-FirstCall/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended September 30, 2009.

Highlights of the third quarter include:

    --  Solid profits with net income of $21.5 million, or $0.26 per diluted
        share.
    --  Incremental growth in net interest revenue on a comparable and
        sequential quarter basis to a record level.
    --  Continued net interest margin stability with an increase to 3.77 percent
        from 3.67 percent for the third quarter of 2008 and 3.75 percent for the
        second quarter of 2009.
    --  Annualized net charge-offs of 0.68 percent of average loans and leases
        and non-performing loans and leases of 1.14 percent of total loans and
        leases.
    --  Continued emphasis on noninterest expense management programs provides
        positive results.

    --  Continued growth in capital levels with common equity to assets of 9.69
        percent at September 30, 2009.

Summary Results

BancorpSouth's net income for the third quarter of 2009 was $21.5 million, or $0.26 per diluted share, compared with $28.3 million, or $0.34 per diluted share, for the third quarter of 2008.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, remarked, "BancorpSouth's third quarter results reflect a strong and stable net interest margin, well controlled expenses and solid operating performance in an otherwise difficult operating environment. The sustained profitable performance of our Company throughout this recent economic downturn continues to validate our deliberate and conservative long-term approach in managing through this business cycle. With a strong capital base, high quality assets and solid banking franchise, we remain confident that we are well positioned to manage through this period and continue operating a business plan that will result in achieving our long-term objectives.

"The prolonged economic downturn has put pressure on the financial services industry and BancorpSouth has experienced some of that pressure. During the third quarter, non-performing loans and leases increased $14.0 million to $111.6 million. This increase was primarily attributable to one loan totaling $10.7 million that was placed on non-accrual during the third quarter. This loan, which is classified as a Shared National Credit, is part of our portfolio of $140 million in loans outstanding where BancorpSouth acts as a participant with other banks.

"Our provision for credit losses was $22.5 million for the third quarter, while net charge-offs in the period were $16.5 million. At quarter end, our allowance for credit losses was 1.48 percent of net loans and leases. We continue to focus on early identification and decisive resolution of any credit issues.

"For the third quarter of 2009, the Company's financial results also included the impact of a $4.1 million decrease in the value of our mortgage servicing rights compared with a $1.0 million decrease in value for the third quarter of 2008 and a $2.9 million increase in value for the second quarter of 2009. In addition, comparable quarter results continued to be affected by the major increase in the FDIC insurance premiums initiated in the first quarter of 2009, which totaled $2.7 million more for the third quarter of 2009 than the third quarter last year."

Net Interest Revenue

Net interest revenue increased to $111.7 million for the third quarter of 2009, up 1.9 percent from $109.6 million for the third quarter of 2008 and 0.7 percent from $110.9 million for the second quarter of 2009. The fully taxable equivalent net interest margin was 3.77 percent for the third quarter of 2009, compared with 3.67 percent for the third quarter of 2008 and 3.75 percent for the second quarter of 2009.

Patterson said, "For the third quarter of 2009, we again achieved incremental growth in net interest revenue. By producing a comparable quarter and sequential quarter increase in our net interest margin, we have sustained a consistent and relatively high net interest margin thus far through the economic downturn. Over the last year, our net interest margin has ranged from 3.74 percent to 3.77 percent.

"While asset growth opportunities have been limited by the weak economy, we have benefitted from good growth in deposits, particularly demand deposits. We have also lengthened the average maturity of our time deposits from 10 to 13 months over the last year. In addition, over the last year, average short-term borrowings have declined from $1.8 billion to $1.1 billion. These funding strategies are intended to limit the negative impact to our net interest margin should interest rates rise."

Asset, Deposit and Loan Activity

Total assets at September 30, 2009 were $13.3 billion, virtually unchanged from the end of the third quarter last year. Total deposits of $10.3 billion at September 30, 2009 increased 6.3 percent from $9.7 billion at September 30, 2008. Loans and leases, net of unearned income, increased 1.7 percent to $9.8 billion at September 30, 2009 from $9.6 billion at September 30, 2008.

"While growth opportunities have been very limited, we continue to concentrate on positioning the balance sheet to take advantage of opportunities that become available," commented Patterson. "We are confident that our diversified geographic footprint positions us for stronger loan growth in an improving economic environment, but we will not relax our lending policies for the sake of growth in the current environment. We will continue our efforts to grow lower-cost deposits by expanding our core customer base and will evaluate strategic opportunities to expand and strengthen our franchise."

Provision for Credit Losses and Allowance for Credit Losses

For the third quarter of 2009, the provision for credit losses was $22.5 million compared with $16.3 million for the third quarter of 2008 and $17.6 million for the second quarter of 2009. Annualized net charge-offs were 0.68 percent of average loans and leases for the third quarter of 2009 compared with 0.45 percent for the third quarter of 2008 and 0.55 percent for the second quarter of 2009.

Non-performing loans and leases increased to $111.6 million, or 1.14 percent of net loans and leases, at September 30, 2009 from $65.2 million, or 0.68 percent of net loans and leases, at September 30, 2008 and from $97.7 million, or 1.00 percent of net loans and leases, at June 30, 2009. The allowance for credit losses increased to 1.48 percent of net loans and leases at September 30, 2009 compared with 1.35 percent at September 30, 2008 and 1.42 percent at June 30, 2009.

Patterson added, "As addressed earlier, the growth in non-performing loans was primarily driven by one larger credit that was placed on non-accrual during the quarter, while our loan portfolio as a whole continued to perform well given the length and severity of the recent recession. While we recognize that, the longer this period of economic weakness persists, troubled borrowers could find it increasingly difficult to comply with repayment terms, we are confident that our process to identify credit problems early will enable us to keep those problems manageable. All our loans were originated within our markets and our conservative lending and credit policies are designed to enhance our ability to work with each borrower to minimize risk of loss."

Noninterest Revenue

For the third quarter of 2009, noninterest revenue decreased 6.1 percent to $59.5 million from $63.4 million for the third quarter of 2008. This decrease reflected, in part, a $4.1 million decline in the value of the mortgage servicing rights (MSR) for the third quarter of 2009 compared with a $1.0 million decline for the third quarter of 2008.

Patterson commented, "We are pleased with the strong growth in our mortgage origination business, with mortgage lending revenue, excluding the MSR valuation adjustment, of $6.1 million, a 43.1 percent increase from the third quarter last year. Comparable quarter noninterest revenue also benefitted from the second consecutive quarterly increase in credit and debit card fee income resulting primarily from higher transaction volume. Although service charges have not recovered to the levels achieved for the third quarter of 2008, they have now increased on a sequential quarter basis for the second consecutive quarter. Because of insurance market conditions that remain soft, our insurance commission revenue declined 7.6 percent compared with record insurance commission revenue for the third quarter of 2008."

Noninterest Expense

Noninterest expense was $119.7 million for the third quarter of 2009, an increase of 3.2 percent from $116.1 million for the third quarter of 2008. These results again reflected the substantial increase in BancorpSouth's FDIC premium initiated in the first quarter of 2009. Although the Company continues to be assessed at the FDIC's lowest rate because of its "well capitalized" status under federal regulations, the FDIC premium for the third quarter of 2009 increased $2.7 million over the third quarter of 2008. The growth in noninterest expense from the third quarter of 2008 also related to the opening of 12 full-service branch bank offices during the 12 month period ended September 30, 2009. Noninterest expense for the second quarter of 2009 was $123.3 million, which included the impact of a special FDIC assessment totaling $6.1 million that was in addition to the recurring FDIC premium.

Capital Management

BancorpSouth's commitment to a strong capital base is one of its fundamental operating principles. The Company's capital base was further strengthened during the third quarter of 2009, as the ratio of shareholders' equity to assets improved on a comparable quarter basis for the 13th consecutive quarter, increasing to 9.69 percent at the end of the third quarter from 9.34 percent at the end of the third quarter of 2008 and 9.59 percent at the end of the second quarter of 2009. The ratio of tangible equity to assets also increased to 7.64 percent from 7.25 percent at the end of the third quarter of 2008 and 7.53 percent at the end of the second quarter of 2009. BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations.

Summary

Patterson concluded, "BancorpSouth's third quarter operating performance highlighted many of the challenges we continue to face in an extended recessionary environment, as well as many of the strengths that have enabled us to consistently outperform our peers throughout the economic downturn. The fundamental basis of these strengths is our conservative operating philosophy that we believe best positions BancorpSouth to achieve long-term growth and increased shareholder value in an industry subject to interest rate and economic cycles.

"Because of our consistent adherence to this philosophy, BancorpSouth is not only well prepared to manage through the challenges presented in today's market, but we are well positioned to generate additional growth in an improving economic environment. We have continued to prepare for organic growth by engaging existing customers with new products and services, winning new customers in existing markets and expanding our geographic footprint into attractive new markets. Through the consistent strengthening of our capital structure, we have also prepared to leverage opportunities for growth through strategic acquisitions.

"As a result of the Company's strong market position and its performance throughout the economic downturn, we remain confident of BancorpSouth's long-term growth potential. We have neither been, nor will we be, complacent about the impact of the current economic environment on our customers, our credit quality, our ability to produce revenue growth and manage expenses or our shareholder value. However, through the long-term orientation of our conservative business model, we have consistently prepared BancorpSouth to deal with the challenges of the full economic cycle, and we expect to emerge from the current downturn in a stronger competitive position than when the downturn began."

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2009 results tomorrow, October 23, 2009, at 10:00 a.m. (Central Time). Investors may listen via the Internet by accessing BancorpSouth's website at http://www.bancorpsouth.com. A replay of the conference call will be available at BancorpSouth's website for at least two weeks following the call.

Forward-Looking Statements

Certain statements contained in this news release may not be based on historical facts and are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." These forward-looking statements include, without limitation, statements relating to our ability to achieve our long-term objectives, the impact of rising interest rates on our net interest margin, our lending policies, our efforts to grow lower-cost deposits, strategic opportunities to expand and strengthen our franchise, our process to identify credit problems, our conservative operating philosophy, the impact of the current economic environment on our customers and our competitive position.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements because of a variety of factors. These factors may include, but are not limited to, changes in general business or economic conditions or government fiscal and monetary policies, volatility and disruption in national and international financial markets, fluctuations in prevailing interest rates and the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, the ability of BancorpSouth to increase noninterest revenue and expand noninterest revenue business, the ability of BancorpSouth to maintain credit quality, changes in laws and regulations affecting financial service companies in general, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth's operating or expansion strategy, BancorpSouth's business model, geographic concentration of BancorpSouth's assets, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to achieve profitable growth and increase shareholder value, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to identify, close and effectively integrate potential acquisitions, the ability of BancorpSouth to expand geographically and enter growing markets, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth's filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.3 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 314 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas. BancorpSouth Bank also operates an insurance location in Illinois.


    BancorpSouth, Inc.
    Selected Financial Data
    -----------------------
                                Three Months Ended         Nine Months Ended
                                   September 30,             September 30,
                                   -------------             -------------
                                 2009         2008         2009         2008
                                 ----         ----         ----         ----
    (Dollars in thousands,
     except per share amounts)
    Earnings Summary:
    Net interest revenue      $111,736     $109,602     $332,552     $329,515
    Provision for credit
     losses                     22,514       16,306       55,053       38,354
    Noninterest revenue         59,549       63,433      205,581      202,930
    Noninterest expense        119,746      116,059      361,466      341,593
                               -------      -------      -------      -------
    Income before income taxes  29,025       40,670      121,614      152,498
    Income tax provision         7,494       12,325       36,739       48,883
                                 -----       ------       ------       ------
    Net income                 $21,531      $28,345      $84,875     $103,615
                               =======      =======      =======     ========
    Earning per share:  Basic    $0.26        $0.34        $1.02        $1.26
                                 =====        =====        =====        =====
                        Diluted  $0.26        $0.34        $1.02        $1.25
                                 =====        =====        =====        =====


    Balance sheet data
     at September 30:
    Total assets                                     $13,271,873  $13,300,728
    Total earning assets                              12,094,937   12,073,837
    Loans and leases, net
     of unearned income                                9,757,944    9,592,412
    Allowance for credit
     losses                                              144,791      129,147
    Total deposits                                    10,297,034    9,684,800
    Common shareholders'
     equity                                            1,286,218    1,242,719
    Book value per share                                   15.41        14.96


    Average balance sheet
     data:
    Total assets           $13,167,057  $13,304,939  $13,250,329  $13,174,345
    Total earning assets    12,027,909   12,132,130   12,116,158   12,012,791
    Loans and leases, net
     of unearned interest    9,750,159    9,529,731    9,729,050    9,371,480
    Total deposits          10,200,211    9,659,246   10,057,028    9,873,058
    Common shareholders'
     equity                  1,265,099    1,231,350    1,251,769    1,219,170

    Non-performing assets
     at September 30:
    Non-accrual loans and
     leases                                              $82,732      $30,642
    Loans and leases 90+
     days past due, still
     accruing                                             20,699       31,866
    Restructured loans and
     leases, still accruing                                8,205        2,666
    Other real estate owned                               62,072       32,479
                                                          ------       ------
    Total non-performing assets                          173,708       97,653

    Net charge-offs as a
     percentage of average
     loans (annualized)           0.68%        0.45%        0.59%        0.35%

    Performance ratios
     (annualized):
    Return on average assets      0.65%        0.85%        0.86%        1.05%
    Return on common equity       6.75%        9.16%        9.07%       11.35%

    Net interest margin           3.77%        3.67%        3.75%        3.75%

    Average shares
     outstanding - basic    83,368,580   82,560,724   83,260,911   82,420,266
    Average shares
     outstanding - diluted  83,512,826   82,765,428   83,398,142   82,645,153



                              BancorpSouth, Inc.
                         Consolidated Balance Sheet
                                 (Unaudited)

                                               September 30,        %
                                            2009         2008    Change
                                            ----         ----    ------
                                         (Dollars in thousands)
    Assets
    ------
    Cash and due from banks              $189,103     $246,687  (23.34%)
    Interest bearing deposits with
     other banks                           43,067       15,730  173.79%
    Held-to-maturity securities, at
     amortized cost                     1,180,716    1,350,396  (12.57%)
    Available-for-sale securities,
     at fair value                        958,158      919,468    4.21%
    Federal funds sold and securities
     purchased under agreement to
     resell                                75,000            -     N/A
    Loans and leases                    9,803,235    9,641,497    1.68%
      Less:  Unearned income               45,291       49,085   (7.73%)
             Allowance for credit losses  144,791      129,147   12.11%
                                          -------      -------
    Net loans and leases                9,613,153    9,463,265    1.58%
    Loans held for sale                    80,053      195,830  (59.12%)
    Premises and equipment, net           346,931      345,235    0.49%
    Accrued interest receivable            74,589       85,968  (13.24%)
    Goodwill                              270,097      271,017   (0.34%)
    Other assets                          441,006      407,132    8.32%
                                          -------      -------
        Total Assets                  $13,271,873   13,300,728   (0.22%)
                                      ===========   ==========
    Liabilities
    -----------
    Deposits:
      Demand:  Noninterest bearing     $1,769,432    1,694,303    4.43%
               Interest bearing         4,055,395    3,771,265    7.53%
      Savings                             712,446      693,034    2.80%
      Other time                        3,759,761    3,526,198    6.62%
                                        ---------    ---------
    Total deposits                     10,297,034    9,684,800    6.32%
    Federal funds purchased and
     securities sold under agreement
     to repurchase                        816,374    1,079,088  (24.35%)
    Short-term Federal Home Loan Bank
     borrowings and other short-term
     borrowing                            200,000      625,000  (68.00%)
    Accrued interest payable               24,243       24,846   (2.43%)
    Junior subordinated debt
     securities                           160,312      160,312    0.00%
    Long-term Federal Home Loan Bank
     borrowings                           286,281      288,861   (0.89%)
    Other liabilities                     201,411      195,102    3.23%
                                          -------      -------
    Total Liabilities                  11,985,655   12,058,009   (0.60%)
    Shareholders' Equity
    --------------------
    Common stock                          208,615      207,714    0.43%
    Capital surplus                       222,135      216,394    2.65%
    Accumulated other comprehensive
     income (loss)                        (18,568)      (8,746) 112.30%
    Retained earnings                     874,036      827,357    5.64%
                                          -------      -------
    Total Shareholders' Equity          1,286,218    1,242,719    3.50%
                                        ---------    ---------
    Total Liabilities &
     Shareholders' Equity             $13,271,873  $13,300,728   (0.22%)
                                      ===========  ===========



                                   BancorpSouth, Inc.
                     Consolidated Condensed Statements of Income
                     (Dollars in thousands, except per share data)
                                      (Unaudited)

                                             Quarter Ended
                                             -------------
                            Sep-09    Jun-09    Mar-09   Dec-08    Sep-08
                            ------    ------    ------   ------    ------
    INTEREST REVENUE:
    Loans and leases       $129,455 $129,263  $129,209 $139,099  $144,393
    Deposits with other
     banks                       20       22        70      111       172
    Federal funds sold and
     securities purchased
     under agreement to resell   27        3         1        3       218
    Held-to-maturity securities:
        Taxable              11,690   12,108    13,031   13,625    14,063
        Tax-exempt            2,193    2,155     2,111    2,053     1,959
    Available-for-sale
     securities:
        Taxable               8,592    8,721     9,038    8,693     9,025
        Tax-exempt              812      826       883      867       874
    Loans held for sale         698    1,215     1,275    2,117     1,920
                                ---    -----     -----    -----     -----
          Total interest
           revenue          153,487  154,313   155,618  166,568   172,624
                            -------  -------   -------  -------   -------

    INTEREST EXPENSE:
    Interest bearing demand   9,038    9,738    12,248   15,924    14,214
    Savings                     937      927       936    1,080     1,366
    Other time               25,534   26,496    25,833   28,293    33,660
    Federal funds purchased
     and securities sold
     under agreement to
     repurchase                 331      421       572    2,175     4,308
    FHLB borrowings           2,877    2,885     2,823    4,537     6,277
    Junior subordinated debt  2,884    2,928     2,955    3,162     3,064
    Other                       150      (22)      375       76       133
                                ---      ---       ---       --       ---
          Total interest
           expense           41,751   43,373    45,742   55,247    63,022
                             ------   ------    ------   ------    ------

          Net interest
           revenue          111,736  110,940   109,876  111,321   109,602
      Provision for credit
       losses                22,514   17,594    14,945   17,822    16,306
                             ------   ------    ------   ------    ------
          Net interest
           revenue, after
           provision for
           credit losses     89,222   93,346    94,931   93,499    93,296
                             ------   ------    ------   ------    ------

    NONINTEREST REVENUE:
    Mortgage lending          2,012   13,959     7,652  (12,174)    3,270
    Credit card, debit card
     and merchant fees        8,902    9,111     8,348    8,409     8,512
    Service charges          16,313   15,642    14,085   16,915    17,687
    Trust income              2,435    2,040     2,209    2,328     2,507
    Security gains (losses),
     net                          -       42         5   (6,226)      100
    Insurance commissions    20,134   20,575    22,645   18,752    21,779
    Other                     9,753   18,370    11,349   11,446     9,578
                              -----   ------    ------   ------     -----
          Total noninterest
           revenue           59,549   79,739    66,293   39,450    63,433
                             ------   ------    ------   ------    ------

    NONINTEREST EXPENSES:
    Salaries and employee
     benefits                70,353   70,092    71,363   64,395    68,865
    Occupancy, net of rental
     income                  10,720   10,492     9,999   10,307    10,340
    Equipment                 5,853    5,855     6,222    6,319     6,214
    Deposit insurance
     assessments              3,402    9,358     3,126    1,444       717
    Other                    29,418   27,470    27,743   28,628    29,923
                             ------   ------    ------   ------    ------
          Total noninterest
           expenses         119,746  123,267   118,453  111,093   116,059
                            -------  -------   -------  -------   -------
          Income before
           income taxes      29,025   49,818    42,771   21,856    40,670
    Income tax expense        7,494   15,951    13,294    5,060    12,325
                              -----   ------    ------    -----    ------
          Net income        $21,531  $33,867   $29,477  $16,796   $28,345
                            =======  =======   =======  =======   =======

    Net income per share:
                   Basic      $0.26    $0.41     $0.35    $0.20     $0.34
                              =====    =====     =====    =====     =====
                   Diluted    $0.26    $0.41     $0.35    $0.20     $0.34
                              =====    =====     =====    =====     =====


                                                 Year To Date
                                                 ------------
                                               Sep-09    Sep-08
                                               ------    ------
    INTEREST REVENUE:
    Loans and leases                          $387,927  $450,866
    Deposits with other banks                      112       573
    Federal funds sold and securities purchased
     under agreement to resell                      31       285
    Held-to-maturity securities:
        Taxable                                 36,829    45,054
        Tax-exempt                               6,459     6,059
    Available-for-sale securities:
        Taxable                                 26,351    27,120
        Tax-exempt                               2,521     3,338
    Loans held for sale                          3,188     5,550
                                                 -----     -----
            Total interest revenue             463,418   538,845
                                               -------   -------

    INTEREST EXPENSE:
    Interest bearing demand                     31,024    44,409
    Savings                                      2,800     4,200
    Other time                                  77,863   120,298
    Federal funds purchased and
     securities sold under agreement to
     repurchase                                  1,324    12,824
    FHLB borrowings                              8,585    17,921
    Junior subordinated debt                     8,767     9,309
    Other                                          503       369
                                                   ---       ---
            Total interest expense             130,866   209,330
                                               -------   -------

            Net interest revenue               332,552   329,515
      Provision for credit losses               55,053    38,354
                                                ------    ------
            Net interest revenue, after
             provision for credit losses       277,499   291,161
                                               -------   -------

    NONINTEREST REVENUE:
    Mortgage lending                            23,623    14,320
    Credit card, debit card and merchant fees   26,361    25,334
    Service charges                             46,040    50,619
    Trust income                                 6,684     7,002
    Security gains (losses), net                    47       377
    Insurance commissions                       63,354    67,909
    Other                                       39,472    37,369
                                                ------    ------
            Total noninterest revenue          205,581   202,930
                                               -------   -------

    NONINTEREST EXPENSES:
    Salaries and employee
     benefits                                  211,808   207,161
    Occupancy, net of rental
     income                                     31,211    29,539
    Equipment                                   17,930    18,892
    Deposit insurance assessments               15,886     1,408
    Other                                       84,631    84,593
                                                ------    ------
            Total noninterest expenses         361,466   341,593
                                               -------   -------
            Income before income taxes         121,614   152,498
    Income tax expense                          36,739    48,883
                                                ------    ------
            Net income                         $84,875  $103,615
                                               =======  ========

    Net income per share: Basic                  $1.02     $1.26
                                                 =====     =====
                          Diluted                $1.02     $1.25
                                                 =====     =====



                                  BancorpSouth, Inc.
                                 Selected Loan Data
                               (Dollars in thousands)
                                     (Unaudited)

                                         Quarter Ended
                                        -------------
                      Sep-09      Jun-09      Mar-09      Dec-08      Sep-08
                      ------      ------      ------      ------      ------
    LOAN AND LEASE PORTFOLIO:
    Commercial and
     industrial    $1,442,344  $1,441,718  $1,390,042  $1,417,499  $1,401,177
    Real estate
       Consumer
        mortgages   2,046,433   2,054,666   2,037,439   2,096,568   2,108,991
       Home equity    540,875     532,337     519,528     511,480     500,489
       Agricultural   254,647     242,034     238,466     234,024     236,647
       Commercial and
        industrial-owner
        occupied    1,432,859   1,394,852   1,455,422   1,465,027   1,489,215
       Construction,
        acquisition and
        development 1,533,622   1,652,052   1,692,526   1,689,719   1,671,693
       Commercial   1,770,066   1,719,044   1,660,211   1,568,956   1,489,548
    Credit cards      103,208     101,844      98,450      93,650      90,112
    All other         633,890     622,853     620,739     614,354     604,540
                      -------     -------     -------     -------     -------
         Total
          loans    $9,757,944  $9,761,400  $9,712,823  $9,691,277  $9,592,412
                   ----------  ----------  ----------  ----------  ----------

    ALLOWANCE FOR CREDIT LOSSES:
    Balance, beginning
     of period       $138,747    $134,632    $132,793    $129,147    $123,478

    Loans and leases
     charged off:
    Commercial and
     industrial        (3,913)     (1,070)     (1,147)     (1,003)       (267)
    Real estate
       Consumer
        mortgages      (2,669)     (4,877)     (4,073)     (3,582)     (1,828)
       Home equity     (1,278)     (1,106)     (1,153)       (596)       (361)
       Agricultural      (407)         (3)        (37)       (350)        (19)
       Commercial and
        industrial-owner
        occupied       (1,795)       (649)       (836)       (511)        (67)
       Construction,
        acquisition and
        development    (3,160)     (4,335)     (4,377)     (6,208)     (6,975)
       Commercial      (2,135)       (321)       (560)       (611)       (203)
    Credit cards       (1,204)     (1,290)     (1,158)       (953)       (837)
    All other            (939)       (815)       (810)       (953)       (807)
                         ----        ----        ----        ----        ----
         Total loans
          charged off (17,500)    (14,466)    (14,151)    (14,767)    (11,364)
                      -------     -------     -------      ------     -------

    Recoveries:
    Commercial and
     industrial           320          68         179         279         134
    Real estate
       Consumer mortgages 132         263         220         174          77
       Home equity         28           2           3           1          24
       Agricultural         -           -           2           -           -
       Commercial and
        industrial-owner
        occupied           31         248           8          54           3
       Construction,
        acquisition and
        development        31           4          86          97          64
       Commercial         108           -          56          23           -
    Credit cards          123         140         138          99          92
    All other             257         262         353         290         333
                          ---         ---         ---         ---         ---
         Total
          recoveries    1,030         987       1,045       1,017         727
                        -----         ---       -----       -----         ---

    Net charge-offs   (16,470)    (13,479)    (13,106)    (13,750)    (10,637)

    Provision charged
     to operating
     expense           22,514      17,594      14,945      17,822      16,306
    Other, net              -           -           -        (426)          -
                         ----        ----        ----        ----        ----
    Balance, end of
     period          $144,791    $138,747    $134,632    $132,793    $129,147
                     --------    --------    --------    --------    --------

    Average loans
     for period    $9,750,159  $9,740,916  $9,695,475  $9,604,142  $9,529,731
                   ==========  ==========  ==========  ==========  ==========

    Ratios:
    Net charge-offs
     to average loans
     (annualized)        0.68%       0.55%       0.54%       0.57%       0.45%
                         ====        ====        ====        ====        ====



                               BancorpSouth, Inc.
                               Selected Loan Data
                              (Dollars in thousands)
                                   (Unaudited)

                                            Quarter Ended
                                            -------------
                             Sep-09            Jun-09            Mar-09
                         ----------------- ----------------- -----------------
                               NPL as a %        NPL as a %        NPL as a %
                                   of               of                of
                         NPL  outstanding  NPL  outstanding  NPL  outstanding
                         ---  ------------ ---  ------------ ---  ------------
    NON-PERFORMING LOANS
    Commercial and
     industrial       $7,509     0.52%  $9,378     0.65%  $7,341     0.53%
    Real estate
       Consumer
        mortgages     27,074     1.32   20,162     0.98   18,113     0.89
       Home equity     2,586     0.48    2,247     0.42    1,590     0.31
       Agricultural    2,936     1.15    4,455     1.84    1,353     0.57
       Commercial and
        industrial-owner
        occupied       6,386     0.45    7,083     0.51    7,135     0.49
       Construction,
        acquisition and
        development   45,757     2.98   44,828     2.71   30,544     1.80
       Commercial     12,770     0.72    3,613     0.21    2,387     0.14
    Credit cards       4,306     4.17    4,127     4.05    3,934     4.00
    All other          2,312     0.36    1,779     0.29    1,419     0.23
                       -----     ----    -----     ----    -----     ----
         Total
          loans     $111,636     1.14% $97,672     1.00% $73,816     0.76%
                    ========     ====  =======     ====  =======     ====


                                             Quarter Ended
                                             -------------
                                      Dec-08            Sep-08
                                  -----------------  -----------------
                                         NPL as a %        NPL as a %
                                            of                of
                                  NPL  outstanding   NPL  outstanding
                                  ---  ------------  ---  ------------
    Commercial and industrial  $8,093      0.57%  $6,377      0.46%
    Real estate
       Consumer mortgages      17,970      0.86   22,136      1.05
       Home equity                939      0.18      486      0.10
       Agricultural               849      0.36    1,260      0.53
       Commercial and
        industrial-owner
        occupied                4,529      0.31    3,281      0.22
       Construction,
        acquisition and
        development            24,874      1.47   25,696      1.54
       Commercial               1,445      0.09      628      0.04
    Credit cards                3,882      4.15    3,705      4.11
    All other                   1,432      0.23    1,605      0.27
                                -----      ----    -----      ----
         Total loans          $64,013      0.66% $65,174      0.68%
                              =======      ====  =======      ====



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                          and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)
                                                  Quarter Ended
                                               September 30, 2009
                                               ------------------
                                            Average             Yield/
      (Taxable equivalent basis)            Balance    Interest  Rate
                                            -------    --------  ----
      ASSETS
      Loans, loans held for sale,
       and leases net of unearned income   $9,808,427  $130,957   5.30%
      Held-to-maturity securities:
        Taxable                               998,773    11,799   4.69%
        Tax-exempt                            199,360     3,373   6.71%
      Available-for-sale securities:
        Taxable                               889,278     8,591   3.83%
        Tax-exempt                             69,737     1,251   7.12%
      Short-term investments                   62,334        47   0.30%
                                               ------        --
        Total interest earning
          assets and revenue               12,027,909   156,020   5.15%
      Other assets                          1,285,360
      Less:  allowance for credit losses     (146,212)
                                             --------
          Total                           $13,167,057
                                          ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing          $4,010,281    $9,038   0.89%
        Savings                               716,155       936   0.52%
        Other time                          3,726,754    25,535   2.72%
      Short-term borrowings                 1,071,144       544   0.20%
      Junior subordinated debt                160,312     2,884   7.14%
      Long-term debt                          286,285     2,814   3.90%
                                              -------     -----
        Total interest bearing
          liabilities and expense           9,970,931    41,751   1.66%
      Demand deposits -
        noninterest bearing                 1,747,021
      Other liabilities                       184,006
                                              -------
        Total liabilities                  11,901,958
      Shareholders' equity                  1,265,099
                                            ---------
        Total                             $13,167,057
                                          ===========  --------
      Net interest revenue                             $114,269
                                                       ========
      Net interest margin                                         3.77%
      Net interest rate spread                                    3.49%
      Interest bearing liabilities to
       interest earning assets                                   82.90%

      Net interest tax equivalent adjustment             $2,533



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                          and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)
                                                  Quarter Ended
                                                  June 30, 2009
                                                  -------------
                                            Average             Yield/
      (Taxable equivalent basis)            Balance    Interest  Rate
                                            -------    --------  ----
      ASSETS
      Loans, loans held for sale,
       and leases net of unearned income   $9,896,890  $131,313   5.32%
      Held-to-maturity securities:
        Taxable                             1,040,896    12,218   4.71%
        Tax-exempt                            186,473     3,316   7.13%
      Available-for-sale securities:
        Taxable                               919,217     8,721   3.81%
        Tax-exempt                             69,960     1,270   7.28%
      Short-term investments                   21,727        25   0.47%
                                               ------        --
        Total interest earning
          assets and revenue               12,135,163   156,863   5.18%
      Other assets                          1,270,193
      Less:  allowance for credit losses     (144,570)
                                             --------
          Total                           $13,260,786
                                          ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing          $3,948,759    $9,738   0.99%
        Savings                               719,281       928   0.52%
        Other time                          3,634,336    26,496   2.92%
      Short-term borrowings                 1,340,244       470   0.14%
      Junior subordinated debt                160,312     2,928   7.33%
      Long-term debt                          286,294     2,813   3.94%
                                              -------     -----
        Total interest bearing
          liabilities and expense          10,089,226    43,373   1.72%
      Demand deposits -
        noninterest bearing                 1,756,861
      Other liabilities                       163,749
                                              -------
        Total liabilities                  12,009,836
      Shareholders' equity                  1,250,950
                                            ---------
        Total                             $13,260,786
                                          ===========  --------
      Net interest revenue                             $113,490
                                                       ========
      Net interest margin                                         3.75%
      Net interest rate spread                                    3.46%
      Interest bearing liabilities to
       interest earning assets                                   83.14%

      Net interest tax equivalent adjustment             $2,550



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                          and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)
                                                  Quarter Ended
                                                 March 31, 2009
                                                 --------------
                                            Average             Yield/
      (Taxable equivalent basis)            Balance    Interest  Rate
                                            -------    --------  ----
      ASSETS
      Loans, loans held for sale,
       and leases net of unearned income   $9,873,692  $131,339   5.39%
      Held-to-maturity securities:
        Taxable                             1,146,772    13,141   4.65%
        Tax-exempt                            182,051     3,247   7.23%
      Available-for-sale securities:
        Taxable                               891,699     9,038   4.11%
        Tax-exempt                             73,814     1,358   7.46%
      Short-term investments                   19,123        71   1.51%
                                               ------        --
        Total interest earning
          assets and revenue               12,187,151   158,194   5.26%
      Other assets                          1,277,538
      Less:  allowance for credit losses     (139,811)
                                             --------
          Total                           $13,324,878
                                          ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing          $4,090,821   $12,248   1.21%
        Savings                               697,639       936   0.54%
        Other time                          3,419,180    25,833   3.06%
      Short-term borrowings                 1,588,229       959   0.24%
      Junior subordinated debt                160,312     2,955   7.48%
      Long-term debt                          286,306     2,811   3.98%
                                              -------     -----
        Total interest bearing
          liabilities and expense          10,242,487    45,742   1.81%
      Demand deposits -
        noninterest bearing                 1,700,792
      Other liabilities                       142,628
                                              -------
        Total liabilities                  12,085,907
      Shareholders' equity                  1,238,971
                                            ---------
        Total                             $13,324,878
                                          ===========  --------
      Net interest revenue                             $112,452
                                                       ========
      Net interest margin                                         3.74%
      Net interest rate spread                                    3.45%
      Interest bearing liabilities to
         interest earning assets                                 84.04%

      Net interest tax equivalent adjustment             $2,576



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                          and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)
                                                  Quarter Ended
                                                December 31, 2008
                                                -----------------
                                            Average             Yield/
      (Taxable equivalent basis)            Balance    Interest  Rate
                                            -------    --------  ----
      ASSETS
      Loans, loans held for sale,
       and leases net of unearned income   $9,773,683  $142,039   5.78%
      Held-to-maturity securities:
        Taxable                             1,193,555    13,734   4.58%
        Tax-exempt                            180,695     3,159   6.96%
      Available-for-sale securities:
        Taxable                               868,913     8,693   3.98%
        Tax-exempt                             73,476     1,335   7.23%
      Short-term investments                   19,338       114   2.34%
                                               ------       ---
        Total interest earning
          assets and revenue               12,109,660   169,074   5.55%
      Other assets                          1,304,386
      Less:  allowance for credit losses     (134,453)
                                             --------
          Total                           $13,279,593
                                          ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing          $3,811,782   $15,924   1.66%
        Savings                               684,068     1,080   0.63%
        Other time                          3,400,071    28,293   3.31%
      Short-term borrowings                 1,828,010     3,951   0.86%
      Junior subordinated debt                160,312     3,161   7.84%
      Long-term debt                          287,990     2,838   3.92%
                                              -------     -----
        Total interest bearing
          liabilities and expense          10,172,233    55,247   2.16%
      Demand deposits -
        noninterest bearing                 1,702,400
      Other liabilities                       165,462
                                              -------
        Total liabilities                  12,040,095
      Shareholders' equity                  1,239,498
                                            ---------
        Total                             $13,279,593
                                          ===========  --------
      Net interest revenue                             $113,827
                                                       ========
      Net interest margin                                         3.74%
      Net interest rate spread                                    3.39%
      Interest bearing liabilities to
         interest earning assets                                 84.00%

      Net interest tax equivalent adjustment             $2,506



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                          and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)
                                                  Quarter Ended
                                               September 30, 2008
                                               ------------------
                                            Average             Yield/
      (Taxable equivalent basis)            Balance    Interest  Rate
                                            -------    --------  ----
      ASSETS
      Loans, loans held for sale,
        and leases net of unearned income  $9,689,955  $147,113   6.04%
      Held-to-maturity securities:
        Taxable                             1,219,169    14,173   4.62%
        Tax-exempt                            180,579     3,014   6.64%
      Available-for-sale securities:
        Taxable                               901,023     9,025   3.98%
        Tax-exempt                             75,917     1,344   7.04%
      Short-term investments                   65,487       390   2.37%
                                               ------       ---
        Total interest earning
          assets and revenue               12,132,130   175,059   5.74%
      Other assets                          1,304,430
      Less:  allowance for credit losses     (131,621)
                                             --------
          Total                           $13,304,939
                                          ===========

      LIABILITIES AND
      SHAREHOLDERS' EQUITY
      Deposits:
        Demand - interest bearing          $3,492,942   $14,214   1.62%
        Savings                               723,444     1,366   0.75%
        Other time                          3,761,753    33,660   3.56%
      Short-term borrowings                 1,790,760     7,879   1.75%
      Junior subordinated debt                160,312     3,064   7.60%
      Long-term debt                          288,875     2,839   3.91%
                                              -------     -----
        Total interest bearing
          liabilities and expense          10,218,086    63,022   2.45%
      Demand deposits -
        noninterest bearing                 1,681,107
      Other liabilities                       174,396
                                              -------
        Total liabilities                  12,073,589
      Shareholders' equity                  1,231,350
                                            ---------
        Total                             $13,304,939
                                          ===========  --------
      Net interest revenue                             $112,037
                                                       ========
      Net interest margin                                         3.67%
      Net interest rate spread                                    3.29%
      Interest bearing liabilities to
         interest earning assets                                 84.22%

      Net interest tax equivalent adjustment             $2,435

SOURCE BancorpSouth, Inc.

Copyright (2009) PR Newswire. All Rights Reserved.
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