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NEWS PROVIDED BY:
PR Newswire

TUPELO, Miss., July 23, 2012 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended June 30, 2012.

            Highlights for the second quarter of 2012 included:

  • Net income of $20.6 million, or $0.22 per diluted share, despite a negative pre-tax mortgage servicing rights ("MSR") valuation adjustment of $3.8 million.
  • Other real estate owned ("OREO") sales of $26.2 million, which contributed to a 14.4 percent decline in OREO and a 9.4 percent reduction in total non-performing assets ("NPAs").
  • A decrease of $79.6 million, or 12.5%, in substandard classified loans.
  • Reduction in net charge-offs to $11.9 million, which included recoveries of $10.0 million of previously charged off loans.
  • Generated mortgage production of $444.1 million, which contributed to mortgage lending revenue of $14.9 million, excluding the MSR valuation adjustment.
  • Maintained a stable net interest margin at 3.65 percent.
  • Announced the acquisition of the assets of The Securance Group, Inc., which will allow us to expand our insurance offerings into new markets within the Alabama portion of our footprint.

"We are pleased to report results that reflect another successful quarter in terms of improving profitability and asset quality," remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth.  "Earnings for the quarter reflect continued decreases in credit costs as non-performing loans ("NPLs"), classified asset totals, and other credit quality metrics, including recoveries of previously charged off loans, continue to improve.  In addition, we were pleased with the results of disposition efforts related to our other real estate owned, which resulted in a significant decline in the balance of these properties during the quarter." 

The Company reported net income of $20.6 million, or $0.22 per diluted share, for the second quarter of 2012 compared with net income of $12.8 million, or $0.15 per diluted share, for the second quarter of 2011 and net income of $22.9 million, or $0.25 per diluted share, for the first quarter of 2012.  The Company reported net income for the first six months of 2012 of $43.5 million, or $0.47 per diluted share, compared with $12.3 million, or $0.15 per diluted share, for the first half of 2011.     

Earnings for the quarter benefited from a reduction in the provision for credit losses to $6.0 million compared to $32.2 million for the second quarter of 2011 and $10.0 million for the first quarter of 2012.  NPLs declined $18.3 million, or 6.4 percent, during the second quarter of 2012 to $266.9 million compared with $285.2 million at March 31, 2012 and declined $112.9 million, or 29.7 percent, from $379.8 million at June 30, 2011.  In addition, gross nonaccrual loan formation was $41.1 million for the second quarter of 2012 compared to $50.4 million for the second quarter of 2011 and $40.4 million for the first quarter of 2012.  Total loans 30 to 89 days past due decreased during the second quarter of 2012 to $28.6 million at June 30, 2012 from $29.0 million at March 31, 2012.  Net charge-offs decreased $11.4 million, or 48.9 percent, to $11.9 million for the second quarter of 2012 compared with $23.3 million for the first quarter of 2012.  Net charge-offs during the second quarter of 2012 included $8.4 million of charge-offs of loans which had been identified and reported as impaired and were reserved for in previous quarters. 

Patterson added, "Our noninterest revenue lines of business produced another solid quarter and continue to contribute almost 40 percent of our total revenues.  Our mortgage business generated $444.1 million of production during the quarter and contributed $14.9 million of revenue, excluding a negative MSR valuation adjustment of $3.8 million.  Insurance commissions accounted for $23.0 million of noninterest revenue, consistent with both the second quarter of 2011 and the first quarter of 2012." 

Net Interest Revenue

Net interest revenue was $104.7 million for the second quarter of 2012, a decrease of 4.7 percent from $109.9 million for the second quarter of 2011 and a decrease of 0.8 percent from $105.6 million for the first quarter of 2012.  The fully taxable equivalent net interest margin was 3.65 percent for the second quarter of 2012 compared with 3.71 percent for the second quarter of 2011 and 3.66 percent for the first quarter of 2012. 

Asset, Deposit and Loan Activity

Total assets were $13.1 billion at June 30, 2012 compared with $13.4 billion at June 30, 2011.  Total deposits were $11.0 billion at June 30, 2012, a decrease of 3.1 percent from $11.3 billion at June 30, 2011.  Loans and leases, net of unearned income, were $8.7 billion at June 30, 2012, a decrease of 5.2 percent from $9.2 billion at June 30, 2011.

The construction, acquisition, and development ("CAD") loan portfolio, which decreased $225.7 million, or 21.3 percent, from June 30, 2011 to June 30, 2012, accounted for almost half of the decline in net loans and leases over the same time period. Despite the year-over-year decreases, loans and leases, net of unearned income, were flat compared to $8.7 billion at March 31, 2012.  Patterson added, "We were pleased with loan production efforts during the quarter as we were able to replace strategic runoff of non-performing and certain criticized credits as well as all other normal runoff with new loans.  We were particularly pleased with production in our commercial and industrial portfolio, which yielded an increase of almost $56 million in total outstanding loans in this category during the quarter."

Time deposits, which decreased $548.5 million, or 16.5 percent at June 30, 2012 compared to June 30, 2011, were offset partially by significant growth in noninterest bearing demand deposits, which increased $215.4 million, or 10.3 percent, over the period.  Additionally, savings deposits increased $138.3 million, or 14.6 percent, while interest bearing demand deposits decreased $157.3 million, or 3.2 percent, over the same period.  As of June 30, 2012, approximately $1.1 billion of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.89 percent.   

Provision for Credit Losses and Allowance for Credit Losses

For the second quarter of 2012, the provision for credit losses was $6.0 million, compared with $32.2 million for the second quarter of 2011 and $10.0 million for the first quarter of 2012.  Net charge-offs for the second quarter of 2012 were $11.9 million, compared with $32.9 million for the second quarter of 2011 and $23.3 million for the first quarter of 2012.  Recoveries increased to $10.0 million for the second quarter of 2012, compared with $3.3 million for the second quarter of 2011 and $5.5 million for the first quarter of 2012.  Annualized net charge-offs were 0.55 percent of average loans and leases for the second quarter of 2012, compared with 1.42 percent for the second quarter of 2011 and 1.06 percent for the first quarter of 2012.  

NPLs were $266.9 million, or 3.06 percent of net loans and leases, at June 30, 2012 compared with $379.8 million, or 4.12 percent of net loans and leases, at June 30, 2011 and $285.2 million, or 3.26 percent of net loans and leases, at March 31, 2012.  The allowance for credit losses was $175.8 million, or 2.01 percent of net loans and leases, at June 30, 2012 compared with $197.6 million, or 2.14 percent of net loans and leases, at June 30, 2011 and $181.8 million, or 2.08 percent of net loans and leases, at March 31, 2012. 

NPLs at June 30, 2012 consisted primarily of $240.2 million of nonaccrual loans, compared with $253.2 million of nonaccrual loans at March 31, 2012.  Included in the reduction of nonaccrual loans during the second quarter of 2012 were payments received on nonaccrual loans of $27.1 million, compared with payments received on such loans of $20.6 million during the first quarter of 2012.  NPLs at June 30, 2012 also included $1.6 million of loans 90 days or more past due and still accruing, compared with $1.7 million at March 31, 2012, and included restructured loans still accruing of $25.1 million at June 30, 2012, compared with $30.3 million at March 31, 2012.  Loans and leases 30 to 89 days past due were $28.6 million at June 30, 2012 compared with $29.0 million at March 31, 2012.

At June 30, 2012, $66.4 million of NPLs were residential CAD loans, $43.8 million were other CAD loans, $52.0 million were commercial real estate loans and $39.4 million were consumer mortgages.  NPLs from all other loan types totaled $65.3 million at June 30, 2012.  Included in nonaccrual loans at June 30, 2012 were $132.7 million of loans, or 55.2 percent of total nonaccrual loans, that were paying as agreed, compared with $137.5 million, or 54.3 percent, at the end of the first quarter of 2012.  These loans were generally placed on nonaccrual status because the collateral values were less than the outstanding balances, and because of uncertainty as to whether the borrowers possessed adequate liquidity or will be able to generate sufficient cash flow to satisfy the debt given the short-fall in collateral values.  Such loans are generally deemed to be impaired, with a specific reserve established for the difference in the balance owed and the disposition value of the collateral.

At the end of the second quarter, 83.4 percent of nonaccrual loans were determined to be collateral dependent, and after write-downs and specific reserves, the remaining book balance of these loans was 67.9 percent of the unpaid principal balance.  At June 30, 2012, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 381 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 228 percent. 

OREO decreased $24.2 million to $143.6 million during the second quarter of 2012 from $167.8 million at March 31, 2012.  This net decrease reflected $6.9 million added through foreclosure, offset by sales of other real estate owned of $26.2 million.  OREO sales were $11.8 million for the first quarter of 2012.  Write-downs in the value of existing properties were $4.9 million for the second quarter of 2012 compared to $5.0 million for the first quarter of 2012.  Sales of OREO during the second quarter of 2012 resulted in a net loss of $2.7 million compared to a net loss of $0.8 million for the first quarter of 2012.  At June 30, 2012, OREO was carried at 51.0 percent of the aggregate loan balances at the time of foreclosure, compared with 52.4 percent at March 31, 2012.

Noninterest Revenue

Noninterest revenue was $66.5 million for the second quarter of 2012, compared with $75.1 million for the second quarter of 2011 and $72.4 million for the first quarter of 2012.  These results included negative MSR valuation adjustments of $3.8 million for both the second quarters of 2012 and 2011 and a positive MSR valuation adjustment of $3.7 million for the first quarter of 2012.  Additionally, noninterest revenue for the second quarter of 2011 included $10.0 million of net securities gains, while net securities gains for the first two quarters of 2012 were not material.    

Excluding the MSR valuation adjustments, net mortgage lending revenue was $14.9 million for the second quarter of 2012, compared with $5.8 million for the second quarter of 2011 and $11.4 million for the first quarter of 2012.  Mortgage origination volume for the second quarter of 2012 was $444.1 million, compared with $245.3 million for the second quarter of 2011 and $395.1 million for the first quarter of 2012.

Credit and debit card fee revenue was $7.8 million for the second quarter of 2012, compared with $11.3 million for the second quarter of 2011 and $7.5 million for the first quarter of 2012.  Service charge revenue was $13.7 million for the second quarter of 2012, compared with $16.6 million for the second quarter of 2011 and $15.1 million for the first quarter of 2012.  Insurance commission revenue was $23.0 million for the second quarter of 2012, compared with $22.9 million for the second quarter of 2011 and $23.2 million for the first quarter of 2012. 

Noninterest Expense

Noninterest expense for the second quarter of 2012 was $136.5 million, compared with $137.1 million for the second quarter of 2011 and $135.7 million for the first quarter of 2012.  Results for the second quarter of 2011 included a one-time prepayment penalty of $9.8 million related to the early repayment of $75.0 million of Federal Home Loan Bank advances.  Salaries and employee benefits expense increased to $77.7 million for the second quarter of 2012 from $70.1 million for the second quarter of 2011 and $74.9 million for the first quarter of 2012.    Foreclosed property expense increased to $10.2 million for the second quarter of 2012 from $3.8 million for the second quarter of 2011 and $8.4 million for the first quarter of 2012.  Deposit insurance assessments declined to $4.0 million for the second quarter of 2012 from $6.4 million for the second quarter of 2011 and $5.4 million for the first quarter of 2012.

Capital Management

BancorpSouth (BXS) remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.41 percent at June 30, 2012 and total risk based capital of 14.66 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for "well capitalized" classification.  The Company's equity capitalization is 100 percent common stock.  BancorpSouth's ratio of shareholders' equity to assets increased to 10.79 percent at June 30, 2012, compared with 9.33 percent at June 30, 2011 and 10.46 percent at March 31, 2012.  The ratio of tangible shareholders' equity to tangible assets increased to 8.80 percent at June 30, 2012, compared with 7.32 percent at June 30, 2011 and 8.49 percent at March 31, 2012.

Summary

Patterson concluded, "Our second quarter results reflect meaningful profitability improvement, achieved through consistent and successful efforts to improve asset quality as well as continued strong performance from our noninterest lines of business.  We are pleased with progress made in many of our credit quality metrics, but our OREO disposition results are particularly encouraging.  Total OREO dispositions for the quarter represent the highest level achieved during this credit cycle and are reflective of the success of our disposition efforts.

"Our noninterest lines of business continue to contribute a very significant portion of our total revenues and have become increasingly important given margin pressures and subdued loan demand.  The Company has demonstrated a commitment to continue to grow these lines of business, particularly insurance and mortgage, both organically and through strategic acquisitions.  The recently announced acquisition of the assets of The Securance Group further demonstrates this commitment and will allow us to expand our insurance offerings into new markets and continue to grow revenue.  We believe that BancorpSouth is well positioned to achieve long-term growth and continue to increase shareholder value."

Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter 2012 results on July 24, 2012, 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 the impact of the acquisition of the assets of The Securance Group, Inc. on our market presence, our ability to achieve long-term growth and increased shareholder value, and our use of non-GAAP financial measures.

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, conditions in the financial markets and economic conditions generally, the ongoing debt crisis and the downgrade of the sovereign credit ratings for various nations, the adequacy of the Company's provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company's other real estate owned, limitations on the Company's ability to declare and pay dividends, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd Frank Act, supervision of the Company's operations, the impact of regulations on service charges on the Company's core deposit accounts, the susceptibility of the Company's business to local economic conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company's ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, competition with other financial services companies, risks in connection with completed or potential acquisitions, the Company's growth strategy, interruptions or breaches in the Company's information system security, the failure of certain third party vendors to perform, dilution caused by the Company's issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, the effectiveness of the Company's internal controls, other factors generally understood to affect the financial results of financial services companies and other factors detailed from time to time in the Company's press releases and filings with the Securities and Exchange Commission

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.1 billion in assets.  BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 293 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri and Tennessee, including an insurance location in Illinois.

 

















BancorpSouth, Inc.








Selected Financial Data









Three Months Ended


Six Months Ended


June 30,


June 30,


2012


2011


2012


2011

(Dollars in thousands, except per share amounts)








Earnings Summary:








Net interest revenue

$     104,741


$       109,912


$      210,351


$       219,349

Provision for credit losses

6,000


32,240


16,000


85,719

Noninterest revenue

66,468


75,144


138,828


143,455

Noninterest expense

136,506


137,069


272,186


267,079

Income before income taxes

28,703


15,747


60,993


10,006

Income tax provision (benefit)

8,079


2,921


17,503


(2,326)

Net income

$       20,624


$         12,826


$        43,490


$        12,332

Earnings per share:  Basic

$           0.22


$             0.15


$            0.47


$            0.15

                                    Diluted

$           0.22


$             0.15


$            0.47


$             0.15

















Balance sheet data at June 30:








Total assets





$ 13,147,818


$  13,367,050

Total earning assets





11,906,818


12,150,240

Loans and leases, net of unearned income





8,732,395


9,214,553

Allowance for credit losses





175,847


197,627

Total deposits





10,956,337


11,308,463

Common shareholders' equity





1,418,311


1,246,703

Book value per share





15.02


14.93

















Average balance sheet data:








Total assets

$13,018,231


$  13,365,560


$ 13,053,294


$  13,452,183

Total earning assets

11,908,423


12,227,751


11,936,572


12,310,799

Loans and leases, net of unearned interest

8,735,225


9,249,127


8,763,383


9,274,415

Total deposits

10,908,919


11,355,871


10,976,435


11,426,363

Common shareholders' equity

1,403,733


1,222,281


1,383,721


1,220,851









Non-performing assets at June 30:








Non-accrual loans and leases





$      240,246


$       331,076

Loans and leases 90+ days past due, still accruing





1,632


3,980

Restructured loans and leases, still accruing





25,071


44,786

Other real estate owned





143,615


151,204

Total non-performing assets





410,564


531,046









Net charge-offs as a percentage 








     of average loans (annualized)

0.55%


1.42%


0.80%


1.83%









Performance ratios (annualized):








Return on average assets

0.64%


0.38%


0.67%


0.18%

Return on common equity

5.91%


4.21%


6.32%


2.04%

Total shareholders' equity to total assets





10.79%


9.33%

Tangible shareholders' equity to tangible assets





8.80%


7.32%

Net interest margin

3.65%


3.71%


3.65%


3.70%









Average shares outstanding - basic

94,436,277


83,453,580


93,081,900


83,451,257

Average shares outstanding - diluted

94,541,381


83,513,889


93,155,622


83,510,598

Cash dividends per share

$0.01


$0.01


$0.02


$0.12









Tier I capital

13.41%

(1)

10.82%


13.41%

(1)

10.82%

Total capital

14.66%

(1)

12.08%


14.66%

(1)

12.08%

Tier I leverage capital

10.07%

(1)

8.22%


10.07%

(1)

8.22%

(1)  Estimated as of earnings release date








 







BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)








Jun-12

Mar-12

Dec-11

Sep-11

Jun-11


(Dollars in thousands)

Assets






Cash and due from banks

$               224,084

$              184,441

$             195,681

$            161,876

$              166,761

Interest bearing deposits with other banks

603,458

665,675

303,663

338,250

304,344

Available-for-sale securities, at fair value

2,462,831

2,573,535

2,513,518

2,481,555

2,560,824

Loans and leases

8,771,642

8,777,538

8,911,258

9,096,928

9,255,879

  Less:  Unearned income

39,247

39,615

40,947

41,023

41,326

             Allowance for credit losses

175,847

181,777

195,118

199,686

197,627

Net loans and leases

8,556,548

8,556,146

8,675,193

8,856,219

9,016,926

Loans held for sale

108,134

110,294

83,458

100,687

70,519

Premises and equipment, net

320,419

321,720

323,383

323,285

328,075

Accrued interest receivable

47,358

50,008

51,266

53,338

55,525

Goodwill

271,297

271,297

271,297

271,297

271,297

Bank owned life insurance

202,620

202,698

200,085

197,945

197,028

Other real estate owned

143,615

167,808

173,805

162,686

151,204

Other assets

207,454

203,950

204,502

251,380

244,547

Total Assets

$          13,147,818

$         13,307,572

$        12,995,851

$        13,198,518

$          13,367,050

Liabilities






Deposits:






  Demand:  Noninterest bearing

$            2,312,044

$           2,260,012

$           2,269,799

$          2,198,535

$            2,096,655

                  Interest bearing

4,782,243

4,897,585

4,706,825

4,736,858

4,939,553

  Savings

1,083,255

1,067,256

991,702

968,277

944,993

  Other time

2,778,795

2,857,469

2,986,863

3,159,563

3,327,262

Total deposits

10,956,337

11,082,322

10,955,189

11,063,233

11,308,463

Federal funds purchased and






    securities sold under agreement






    to repurchase

361,990

401,089

373,933

449,501

426,097

Short-term Federal Home Loan Bank borrowings






   and other short-term borrowing

1,500

1,500

1,500

1,500

703

Accrued interest payable

7,161

7,652

8,644

10,017

11,348

Junior subordinated debt securities

160,312

160,312

160,312

160,312

160,312

Long-term Federal Home Loan Bank borrowings

33,500

33,500

33,500

33,500

35,000

Other liabilities

208,707

228,998

199,861

213,702

178,424

Total Liabilities

11,729,507

11,915,373

11,732,939

11,931,765

12,120,347

Shareholders' Equity






Common stock

236,091

236,090

208,709

208,722

208,722

Capital surplus

310,388

309,426

227,567

227,006

226,362

Accumulated other comprehensive income (loss)

1,334

(4,136)

(2,261)

14,595

6,289

Retained earnings

870,498

850,819

828,897

816,430

805,330

Total Shareholders' Equity

1,418,311

1,392,199

1,262,912

1,266,753

1,246,703

Total Liabilities & Shareholders' Equity

$          13,147,818

$         13,307,572

$         12,995,851

$        13,198,518

$          13,367,050







 







BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)








Jun-12

Mar-12

Dec-11

Sep-11

Jun-11


(Dollars in thousands)

Assets






Cash and due from banks

$           152,907

$            160,827

$           151,004

$              148,409

$              151,194

Interest bearing deposits with other banks

574,624

603,714

384,231

309,146

187,901

Held-to-maturity securities, at amortized cost

-

-

-

-

1,097,562

Available-for-sale securities, at fair value

2,520,932

2,507,941

2,509,943

2,529,482

1,609,720

Federal funds sold and securities






     purchased under agreement to resell

-

274

2,174

-

38,736

Loans and leases

8,774,767

8,832,104

8,995,035

9,179,730

9,291,434

  Less:  Unearned income

39,542

40,562

40,806

41,316

42,307

             Allowance for credit losses

185,209

202,158

208,005

205,209

212,968

Net loans and leases

8,550,016

8,589,384

8,746,224

8,933,205

9,036,159

Loans held for sale

77,642

61,250

67,781

62,025

44,704

Premises and equipment, net

320,731

322,641

322,544

326,800

328,829

Accrued interest receivable

45,494

47,512

49,256

53,122

54,570

Goodwill

271,297

271,297

271,297

271,297

271,297

Bank owned life insurance

12,679

11,204

14,558

14,642

14,189

Other real estate owned

155,471

170,924

164,841

152,052

138,827

Other assets

336,438

341,390

362,926

374,475

391,872

Total Assets

$       13,018,231

$        13,088,358

$       13,046,779

$          13,174,655

$          13,365,560

Liabilities






Deposits:






  Demand:  Noninterest bearing

$         2,248,914

$          2,139,371

$         2,248,904

$            2,147,707

$            2,018,197

                  Interest bearing

4,769,340

4,960,060

4,714,059

4,789,462

4,977,764

  Savings

1,074,912

1,027,611

975,892

957,871

941,169

  Other time

2,815,753

2,916,910

3,078,376

3,246,332

3,418,741

Total deposits

10,908,919

11,043,952

11,017,231

11,141,372

11,355,871

Federal funds purchased and






    securities sold under agreement






    to repurchase

374,982

358,124

430,968

457,640

423,949

Short-term Federal Home Loan Bank borrowings






   and other short-term borrowing

1,500

1,500

1,500

486

1,641

Accrued interest payable

8,605

9,392

10,617

12,108

13,558

Junior subordinated debt securities

160,312

160,312

160,312

160,312

160,312

Long-term Federal Home Loan Bank borrowings

33,500

33,500

33,500

34,984

89,395

Other liabilities

126,680

117,869

123,746

115,938

98,553

Total Liabilities

11,614,498

11,724,649

11,777,874

11,922,840

12,143,279

Shareholders' Equity






Common stock

236,091

231,276

208,722

208,722

208,715

Capital surplus

309,634

294,973

227,201

226,582

225,912

Accumulated other comprehensive income (loss)

(4,020)

(2,269)

8,927

6,379

(10,040)

Retained earnings

862,028

839,729

824,055

810,132

797,694

Total Shareholders' Equity

1,403,733

1,363,709

1,268,905

1,251,815

1,222,281

Total Liabilities & Shareholders' Equity

$       13,018,231

$        13,088,358

$       13,046,779

$          13,174,655

$          13,365,560







 

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)
















Quarter Ended


Year To Date


Jun-12


Mar-12


Dec-11


Sep-11


Jun-11


Jun-12


Jun-11

INTEREST REVENUE:














Loans and leases

$107,737


$109,012


$  112,566


$114,260


$116,892


$216,749


$234,250

Deposits with other banks

382


401


252


203


124


783


246

Federal funds sold and securities purchased














   under agreement to resell

1


-


1


-


35


1


166

Held-to-maturity securities:














    Taxable

-


-


-


-


5,066


-


13,080

    Tax-exempt

-


-


-


-


2,291


-


5,638

Available-for-sale securities:














    Taxable

10,188


11,162


11,781


13,172


10,451


21,350


19,036

    Tax-exempt

4,210


4,256


4,158


4,130


1,871


8,466


2,695

Loans held for sale

686


544


635


632


505


1,230


952

        Total interest revenue

123,204


125,375


129,393


132,397


137,235


248,579


276,063















INTEREST EXPENSE:














Interest bearing demand

4,185


4,449


4,737


5,324


6,039


8,634


12,585

Savings

691


714


747


828


810


1,405


1,636

Other time

10,275


11,291


13,104


14,837


16,285


21,566


33,768

Federal funds purchased and securities sold














   under agreement to repurchase

66


63


76


95


135


129


287

FHLB borrowings

366


367


367


375


1,194


733


2,717

Junior subordinated debt

2,879


2,879


2,871


2,861


2,860


5,758


5,719

Other

1


2


2


2


-


3


2

        Total interest expense

18,463


19,765


21,904


24,322


27,323


38,228


56,714















        Net interest revenue

104,741


105,610


107,489


108,075


109,912


210,351


219,349

  Provision for credit losses

6,000


10,000


19,250


25,112


32,240


16,000


85,719

        Net interest revenue, after provision for














          credit losses

98,741


95,610


88,239


82,963


77,672


194,351


133,630















NONINTEREST REVENUE:














Mortgage lending

11,040


15,142


8,928


(1,443)


2,003


26,182


9,584

Credit card, debit card and merchant fees

7,787


7,523


7,783


12,981


11,263


15,310


21,609

Service charges

13,697


15,116


17,412


17,334


16,556


28,813


31,924

Trust income

3,139


2,282


3,348


2,854


2,850


5,421


5,984

Security gains, net

177


74


18


2,047


10,045


251


10,062

Insurance commissions

22,964


23,153


19,416


22,012


22,941


46,117


45,490

Other

7,664


9,070


8,430


6,270


9,486


16,734


18,802

        Total noninterest revenue

66,468


72,360


65,335


62,055


75,144


138,828


143,455















NONINTEREST EXPENSE:














Salaries and employee benefits

77,661


74,931


70,512


71,851


70,142


152,592


140,517

Occupancy, net of rental income

10,487


10,066


10,315


11,144


10,232


20,553


20,903

Equipment

5,124


5,333


5,108


5,346


5,595


10,457


11,253

Deposit insurance assessments

3,994


5,383


5,674


3,781


6,436


9,377


11,861

Prepayment penalty on FHLB borrowings

-


-


-


-


9,778


-


9,778

Other

39,240


39,967


44,247


38,576


34,886


79,207


72,767

        Total noninterest expenses

136,506


135,680


135,856


130,698


137,069


272,186


267,079

        Income before income taxes

28,703


32,290


17,718


14,320


15,747


60,993


10,006

Income tax expense (benefit)

8,079


9,424


4,415


2,386


2,921


17,503


(2,326)

        Net income

$   20,624


$  22,866


$    13,303


$  11,934


$  12,826


$  43,490


$ 12,332















Net income per share: Basic

$       0.22


$      0.25


$        0.16


$      0.14


$      0.15


$      0.47


$     0.15

                                  Diluted

$       0.22


$      0.25


$        0.16


$      0.14


$      0.15


$      0.47


$     0.15















 

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Jun-12


Mar-12


Dec-11


Sep-11


Jun-11

LOAN AND LEASE PORTFOLIO:










Commercial and industrial

$1,497,678


$1,441,727


$1,473,728


$1,503,391


$1,526,686

Real estate










   Consumer mortgages

1,904,420


1,937,997


1,945,190


1,966,124


1,971,499

   Home equity

496,245


501,331


514,362


523,030


531,787

   Agricultural

251,975


256,683


239,487


249,715


255,310

   Commercial and industrial-owner occupied

1,288,887


1,287,542


1,301,575


1,329,644


1,366,734

   Construction, acquisition and development

835,022


858,110


908,362


976,694


1,060,675

   Commercial real estate

1,748,748


1,742,001


1,754,022


1,772,003


1,764,648

Credit cards

101,085


100,527


106,281


103,232


101,955

All other

608,335


612,005


627,304


632,072


635,259

     Total loans

$8,732,395


$8,737,923


$8,870,311


$9,055,905


$9,214,553











ALLOWANCE FOR CREDIT LOSSES:










Balance, beginning of period

$   181,777


$   195,118


$   199,686


$   197,627


$   198,333











Loans and leases charged off:










Commercial and industrial

(1,582)


(4,272)


(1,677)


(1,295)


(5,556)

Real estate










   Consumer mortgages

(2,818)


(4,216)


(2,953)


(2,344)


(1,629)

   Home equity

(536)


(851)


(1,667)


(1,712)


(1,391)

   Agricultural

(386)


(96)


(110)


(2,345)


(373)

   Commercial and industrial-owner occupied

(2,732)


(3,868)


(1,136)


(4,222)


(3,228)

   Construction, acquisition and development

(9,560)


(11,394)


(10,539)


(7,697)


(16,783)

   Commercial real estate

(3,260)


(2,809)


(6,858)


(4,467)


(1,597)

Credit cards

(588)


(562)


(706)


(760)


(725)

All other

(438)


(758)


(794)


(770)


(4,971)

     Total loans charged off

(21,900)


(28,826)


(26,440)


(25,612)


(36,253)











Recoveries:










Commercial and industrial

1,040


1,542


446


348


589

Real estate










   Consumer mortgages

438


323


263


485


220

   Home equity

78


315


43


51


46

   Agricultural

53


10


76


-


45

   Commercial and industrial-owner occupied

1,514


351


100


99


21

   Construction, acquisition and development

1,955


2,155


971


923


1,493

   Commercial real estate

4,504


383


340


300


392

Credit cards

121


118


168


141


239

All other

267


288


215


212


262

     Total recoveries

9,970


5,485


2,622


2,559


3,307











Net charge-offs

(11,930)


(23,341)


(23,818)


(23,053)


(32,946)











Provision charged to operating expense

6,000


10,000


19,250


25,112


32,240

Balance, end of period

$   175,847


$   181,777


$   195,118


$   199,686


$   197,627











Average loans for period

$8,735,225


$8,791,542


$8,954,229


$9,138,414


$9,249,127











Ratio:










Net charge-offs to average loans (annualized)

0.55%


1.06%


1.06%


1.01%


1.42%











 

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Jun-12


Mar-12


Dec-11


Sep-11


Jun-11

NON-PERFORMING ASSETS










NON-PERFORMING LOANS AND LEASES:










  Nonaccrual Loans and Leases










    Commercial and industrial

$  13,156


$    11,025


$    12,260


$  11,122


$        9,337

    Real estate










       Consumer mortgages

35,660


46,562


47,878


44,100


34,174

       Home equity

2,995


2,687


2,036


2,634


1,232

       Agricultural

8,390


4,254


4,179


6,254


8,526

       Commercial and industrial-owner occupied

26,957


32,842


33,112


26,977


26,387

       Construction, acquisition and development

104,283


115,649


133,110


171,566


200,434

       Commercial real estate

44,359


35,715


40,616


49,500


48,571

    Credit cards

364


509


594


551


546

    All other

4,082


3,984


3,013


1,775


1,869

         Total nonaccrual loans and leases

$240,246


$  253,227


$  276,798


$314,479


$    331,076











  Loans and Leases 90+ Days Past Due, Still Accruing:










    Commercial and industrial

$           -


$            10


$            12


$    1,846


$           118

    Real estate










       Consumer mortgages

1,141


1,314


2,974


4,136


2,482

       Home equity

-


-


-


134


242

       Agricultural

-


-


-


131


-

       Commercial and industrial-owner occupied

-


-


-


42


-

       Construction, acquisition and development

-


-


-


290


432

       Commercial real estate

-


-


-


106


19

    Credit cards

324


228


299


257


299

    All other

167


146


149


412


388

         Total loans and leases 90+ days past due, still accruing

1,632


1,698


3,434


7,354


3,980











  Restructured Loans and Leases, Still Accruing

25,071


30,311


42,018


40,966


44,786

     Total non-performing loans and leases

266,949


285,236


322,250


362,799


379,842











OTHER REAL ESTATE OWNED:

143,615


167,808


173,805


162,686


151,204











Total Non-performing Assets

$ 410,564


$   453,044


$   496,055


$525,485


$    531,046











Additions to Nonaccrual Loans and Leases During the Quarter

$  41,121


$     40,392


$     39,474


$  60,799


$      50,427











  Loans and Leases 30-89 Days Past Due, Still Accruing:










    Commercial and industrial

$    3,040


$       4,809


$       8,065


$    9,759


$        7,903

    Real estate










       Consumer mortgages

14,436


10,736


15,864


20,144


18,621

       Home equity

1,311


2,248


2,037


2,066


2,916

       Agricultural

471


663


339


1,485


2,901

       Commercial and industrial-owner occupied

2,745


3,332


2,154


7,348


2,786

       Construction, acquisition and development

2,062


2,431


2,714


4,469


4,939

       Commercial real estate

1,288


2,104


3,292


5,136


4,091

    Credit cards

673


686


802


851


785

    All other

2,544


1,983


2,280


2,832


3,005

         Total Loans and Leases 30-89 days past due, still accruing

$  28,570


$     28,992


$     37,547


$  54,090


$      47,947











Credit Quality Ratios:










Provision for credit losses to average loans and leases (annualized)

0.27%


0.45%


0.86%


1.10%


1.39%

Allowance for credit losses to net loans and leases

2.01%


2.08%


2.20%


2.21%


2.14%

Allowance for credit losses to non-performing assets

42.83%


40.12%


39.33%


38.00%


37.21%

Allowance for credit losses to non-performing loans and leases

65.87%


63.73%


60.55%


55.04%


52.03%

Non-performing loans and leases to net loans and leases

3.06%


3.26%


3.63%


4.01%


4.12%

Non-performing assets to net loans and leases

4.70%


5.18%


5.59%


5.80%


5.76%











 

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Jun-12


Mar-12


Dec-11


Sep-11


Jun-11

REAL ESTATE CONSTRUCTION, ACQUISITION 










   AND DEVELOPMENT ("CAD") PORTFOLIO:










  Outstanding Balance










     Multi-family construction

$    2,378


$      4,683


$        2,138


$  10,349


$    19,116

     One-to-four family construction

182,648


159,281


169,827


181,445


198,809

     Recreation and all other loans

66,033


63,407


67,235


61,084


66,366

     Commercial construction

112,929


122,173


130,124


140,570


160,834

     Commercial acquisition and development

182,570


191,783


197,044


206,516


222,460

     Residential acquisition and development

288,464


316,783


341,994


376,730


393,090

         Total outstanding balance

$835,022


$  858,110


$     908,362


$976,694


$1,060,675











  Nonaccrual CAD Loans










     Multi-family construction

$           -


$              -


$        1,067


$           -


$       9,174

     One-to-four family construction

15,490


11,953


14,690


17,937


24,537

     Recreation and all other loans

380


386


436


712


774

     Commercial construction

4,318


3,702


5,235


10,159


16,618

     Commercial acquisition and development

21,741


23,464


23,968


31,862


37,207

     Residential acquisition and development

62,354


76,144


87,714


110,896


112,124

         Total nonaccrual CAD loans

104,283


115,649


133,110


171,566


200,434











  CAD Loans 90+ Days Past Due, Still Accruing:










     Multi-family construction

-


-


-


-


-

     One-to-four family construction

-


-


-


211


-

     Recreation and all other loans

-


-


-


-


2

     Commercial construction

-


-


-


-


-

     Commercial acquisition and development

-


-


-


-


-

     Residential acquisition and development

-


-


-


79


430

         Total CAD loans 90+ days past due, still accruing

-


-


-


290


432











  Restructured CAD Loans, Still Accruing










     Multi-family construction

-


-


-


-


-

     One-to-four family construction

793


799


318


321


1,697

     Recreation and all other loans

842


847


852


24


24

     Commercial construction

-


977


-


-


-

     Commercial acquisition and development

260


2,975


433


1,415


1,415

     Residential acquisition and development

4,048


106


446


410


2,274

         Total restructured CAD loans, still accruing

5,943


5,704


2,049


2,170


5,410











        Total Non-performing CAD loans

$110,226


$  121,353


$    135,159


$174,026


$   206,276











  CAD NPL as a % of Outstanding CAD Balance










     Multi-family construction

-


-


49.9%


-


48.0%

     One-to-four family construction

8.9%


8.0%


8.8%


10.2%


13.2%

     Recreation and all other loans

1.9%


1.9%


1.9%


1.2%


1.2%

     Commercial construction

3.8%


3.8%


4.0%


7.2%


10.3%

     Commercial acquisition and development

12.1%


13.8%


12.4%


16.1%


17.4%

     Residential acquisition and development

23.0%


24.1%


25.8%


29.6%


29.2%

         Total CAD NPL as a % of outstanding CAD balance

13.2%


14.1%


14.9%


17.8%


19.4%











 

BancorpSouth, Inc.





Selected Loan Data





(Dollars in thousands)





(Unaudited)




















June 30, 2012




Special












Pass


Mention


Substandard


Doubtful


Loss


Impaired


Total

LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:














Commercial and industrial

$1,426,787


$      12,480


$       46,512


$     959


$          34


$ 10,906


$1,497,678

Real estate














   Consumer mortgages

1,720,260


29,254


132,775


4,748


302


17,081


1,904,420

   Home equity

472,291


3,476


17,759


908


243


1,568


496,245

   Agricultural

225,886


2,989


15,687


20


-


7,393


251,975

   Commercial and industrial-owner occupied

1,158,082


25,740


83,048


276


28


21,713


1,288,887

   Construction, acquisition and development

607,942


26,947


99,471


589


20


100,053


835,022

   Commercial real estate

1,515,262


48,217


144,301


71


199


40,698


1,748,748

Credit cards

101,085


-


-


-


-


-


101,085

All other

572,073


18,060


16,425


803


9


965


608,335

     Total loans

$7,799,668


$    167,163


$     555,978


$  8,374


$        835


$200,377


$8,732,395






























March 31, 2012




Special












Pass


Mention


Substandard


Doubtful


Loss


Impaired


Total

LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:














Commercial and industrial

$1,376,983


$        6,449


$       47,783


$  4,159


$        247


$    6,106


$1,441,727

Real estate














   Consumer mortgages

1,729,187


23,918


151,679


4,351


446


28,416


1,937,997

   Home equity

476,300


2,793


19,626


754


275


1,583


501,331

   Agricultural

229,865


1,936


21,763


20


-


3,099


256,683

   Commercial and industrial-owner occupied

1,151,368


24,662


83,041


230


89


28,152


1,287,542

   Construction, acquisition and development

601,396


22,939


121,556


956


-


111,263


858,110

   Commercial real estate

1,491,021


47,535


171,891


72


-


31,482


1,742,001

Credit cards

100,527


-


-


-


-


-


100,527

All other

575,399


16,685


18,222


678


10


1,011


612,005

     Total loans

$7,732,046


$    146,917


$     635,561


$11,220


$     1,067


$211,112


$8,737,923















 

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












As of


Jun-12


Mar-12


Dec-11


Sep-11


Jun-11





















Unpaid principal balance of impaired loans

$259,703


$    266,483


$    287,099


$342,839


$  374,760

Cumulative charge-offs on impaired loans

59,326


55,371


52,176


62,950


71,103

Impaired nonaccrual loan and lease outstanding balance

200,377


211,112


234,923


279,889


303,657











Other non-accrual loans and leases not impaired

39,869


42,115


41,875


34,590


27,419











     Total non-accrual loans and leases

$ 240,246


$    253,227


$    276,798


$314,479


$  331,076











Allowance for impaired loans

23,939


25,546


39,708


38,657


46,810











     Nonaccrual loans and leases, net of specific reserves

$ 216,307


$    227,681


$    237,090


$275,822


$  284,266











Loans and leases 90+ days past due, still accruing

$     1,632


$        1,698


$        3,434


$    7,354


$      3,980

Restructured loans and leases, still accruing

25,071


30,311


42,018


40,966


44,786











     Total non-performing loans and leases

$ 266,949


$    285,236


$    322,250


$362,799


$  379,842











Allowance for impaired loans

$   23,939


$      25,546


$      39,708


$  38,657


$    46,810

Allowance for all other loans and leases

151,908


156,231


155,410


161,029


150,817











     Total allowance for credit losses

$ 175,847


$    181,777


$    195,118


$199,686


$  197,627











Outstanding balance of impaired loans

$ 200,377


$    211,112


$     234,923


$279,889


$  303,657

Allowance for impaired loans

23,939


25,546


39,708


38,657


46,810











     Net book value of impaired loans

$ 176,438


$    185,566


$     195,215


$241,232


$  256,847





















Net book value of impaired loans as a %










     of unpaid principal balance

68%


70%


68%


70%


69%











Coverage of other non-accrual loans and leases not impaired by










     the allowance for all other loans and leases

381%


371%


371%


466%


550%











Coverage of non-performing loans and leases not impaired










     by the allowance for all other loans and leases

228%


211%


178%


194%


198%











 

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)




















June 30, 2012


Alabama and








Greater










Florida








Memphis




Texas and 






Panhandle


Arkansas


Mississippi


Missouri


Area


Tennessee


Louisiana


Other


Total

LOAN AND LEASE PORTFOLIO:


















Commercial and industrial

$   57,950


$  191,231


$  340,454


$ 56,176


$  17,036


$     83,517


$  248,738


$  502,576


$1,497,678

Real estate


















   Consumer mortgages

104,590


266,625


748,850


44,442


83,380


161,013


448,735


46,785


1,904,420

   Home equity

59,969


38,511


168,552


24,417


66,302


74,942


61,547


2,005


496,245

   Agricultural

6,632


81,867


68,990


3,439


9,497


14,043


62,527


4,980


251,975

   Commercial and industrial-owner occupied

116,744


159,231


454,193


81,542


90,680


89,351


250,432


46,714


1,288,887

   Construction, acquisition and development

95,278


60,747


251,977


44,756


91,437


88,684


174,818


27,325


835,022

   Commercial real estate

190,195


346,586


360,704


204,377


115,061


101,883


377,008


52,934


1,748,748

Credit cards

-


-


-


-


-


-


-


101,085


101,085

All other

30,890


86,350


190,620


6,852


56,187


49,481


95,729


92,226


608,335

     Total loans

$ 662,248


$1,231,148


$2,584,340


$466,001


$529,580


$   662,914


$1,719,534


$  876,630


$8,732,395



















CAD PORTFOLIO:


















Multi-family construction

$           -


$             -


$           10


$           -


$            -


$       1,710


$         658


$             -


$       2,378

One-to-four family construction

25,665


11,256


43,836


6,307


10,264


35,178


35,001


15,141


182,648

Recreation and all other loans

2,046


8,604


31,321


309


3,400


3,950


16,403


-


66,033

Commercial construction

13,688


5,383


44,714


2,519


7,801


8,649


28,439


1,736


112,929

Commercial acquisition and development

14,745


16,160


53,043


14,349


31,457


15,821


34,329


2,666


182,570

Residential acquisition and development

39,134


19,344


79,053


21,272


38,515


23,376


59,988


7,782


288,464

     Total CAD loans

$   95,278


$     60,747


$   251,977


$  44,756


$  91,437


$     88,684


$   174,818


$    27,325


$    835,022



















NON-PERFORMING LOANS AND LEASES:

















Commercial and industrial

$     2,551


$       1,167


$         663


$    3,938


$            5


$         145


$       4,606


$         524


$      13,599

Real estate


















   Consumer mortgages

3,124


4,774


10,801


1,014


1,938


3,960


6,945


6,836


39,392

   Home equity

1,038


34


446


144


478


464


387


4


2,995

   Agricultural

-


5,314


952


1,294


1,041


244


-


1


8,846

   Commercial and industrial-owner occupied

7,455


4,160


7,973


1,721


4,065


4,385


2,194


3


31,956

   Construction, acquisition and development

18,342


1,476


8,152


12,418


26,503


13,776


24,623


4,936


110,226

   Commercial real estate

9,723


2,846


9,879


19,139


3,804


3,727


2,392


485


51,995

Credit cards

-


-


-


-


-


-


-


2,861


2,861

All other

317


2,162


1,081


94


13


890


366


156


5,079

     Total loans

$   42,550


$     21,933


$     39,947


$  39,762


$   37,847


$     27,591


$     41,513


$    15,806


$    266,949



















 

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)




















June 30, 2012


Alabama








Greater










and Florida








Memphis




Texas and 






Panhandle


Arkansas


Mississippi


Missouri


Area


Tennessee


Louisiana


Other


Total

OTHER REAL ESTATE OWNED:


















Commercial and industrial

$       564


$        212


$              -


$           -


$          814


$           -


$           -


$      -


$    1,590

Real estate


















   Consumer mortgages