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PR Newswire
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BancorpSouth Announces Third Quarter 2012 Earnings of $23.8 Million or $0.25 per Diluted Share

TUPELO, Miss., Oct. 18, 2012 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended September 30, 2012.

Highlights for the third quarter of 2012 included:

  • Net income of $23.8 million or $0.25 per diluted share, despite a negative pre-tax mortgage servicing rights ("MSR") valuation adjustment of $3.2 million.
  • Record mortgage production of $607.9 million, which contributed to mortgage lending revenue of $16.8 million, excluding the MSR valuation adjustment.
  • Non-interest revenue increased to $70.4 million from $66.5 million for the second quarter and included sequential quarter increases in mortgage revenue, credit and debit card fees, service charges, and insurance commissions.
  • Other real estate owned ("OREO") sales of $15.4 million, which contributed to a 10.7 percent decline in OREO and an 8.5 percent reduction in total non-performing assets ("NPAs").
  • Nonaccrual loans decreased $20.5 million, or 8.5 percent, from the prior quarter and $94.7 million, or 30.1 percent, from a year ago. At the end of the quarter, 56.9 percent of nonaccrual loans were paying in accordance with their contractual terms.
  • Capital ratios continued to rise, with Tier I leverage and Total risk-based capital ratios increasing to 10.21 percent and 14.81 percent, respectively.

The Company reported net income of $23.8 million, or $0.25 per diluted share, for the third quarter of 2012 compared with net income of $11.9 million, or $0.14 per diluted share, for the third quarter of 2011 and net income of $20.6 million, or $0.22 per diluted share, for the second quarter of 2012. The Company reported net income for the first nine months of 2012 of $67.3 million, or $0.72 per diluted share, compared with $24.3 million, or $0.29 per diluted share, for the first nine months of 2011.

"Results for the third quarter reflect a record level of mortgage production volume," remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. "Mortgage production for the quarter was in excess of $600 million, which contributed to mortgage lending revenue of $16.8 million, excluding a negative MSR valuation adjustment of $3.2 million. Earnings for the quarter also benefitted from stabilization of loan loss provision levels as non-performing loans ("NPLs"), classified asset totals, and other credit quality indicators continue to trend in a positive direction."

Earnings for the quarter reflect a provision for credit losses of $6.0 million, which is a decrease from $25.1 million for the third quarter of 2011 and is flat compared to $6.0 million for the second quarter of 2012. NPLs declined $19.6 million, or 7.4 percent, during the third quarter of 2012 to $247.3 million compared with $266.9 million at June 30, 2012 and declined $115.5 million, or 31.8 percent, from $362.8 million at September 30, 2011. In addition, gross nonaccrual loan formation declined to $28.9 million for the third quarter of 2012 compared to $60.8 million for the third quarter of 2011 and $41.1 million for the second quarter of 2012. Net charge-offs were relatively flat at $12.8 million for the third quarter of 2012 compared with $11.9 million for the second quarter of 2012. Net charge-offs during the third quarter of 2012 included $9.8 million of charge-offs of loans which had been identified and reported as impaired and were reserved for in previous quarters.

Patterson added, "We continue to be encouraged by trends in credit quality. Particularly, the percentage of non-accrual loans that are paying in accordance with their contractual terms continues to rise, representing 56.9 percent of total nonaccrual loans at the end of the third quarter. We collected in excess of $26 million of cash payments on nonaccrual loans during the quarter."

Net Interest Revenue

Net interest revenue was $103.4 million for the third quarter of 2012, a decrease of 4.4 percent from $108.1 million for the third quarter of 2011 and a decrease of 1.3 percent from $104.7 million for the second quarter of 2012. The fully taxable equivalent net interest margin was 3.55 percent for the third quarter of 2012 compared with 3.66 percent for the third quarter of 2011 and 3.65 percent for the second quarter of 2012. Declines in the net interest margin are due primarily to continued pressure on asset yields, particularly yields on loans and leases, which declined to 4.85% for the quarter ended September 30, 2012 compared with 5.02% for the third quarter of 2011 and 4.99% for the second quarter of 2012. Patterson added, "Declines in loan yields reflect continued competitive pressure resulting in loans re-pricing at lower interest rates, some of which are re-pricing prior to maturity. Additionally, reinvestment opportunities of maturing securities continue to be limited, resulting in reduced yields on this component of our earning assets."

Asset, Deposit and Loan Activity

Total assets were $13.2 billion at both September 30, 2012 and September 30, 2011. Total deposits were $11.0 billion at September 30, 2012, a decrease of 0.8 percent from $11.1 billion at September 30, 2011. Loans and leases, net of unearned income, were $8.7 billion at September 30, 2012, a decrease of 4.2 percent from $9.1 billion at September 30, 2011. The construction, acquisition, and development ("CAD") loan portfolio, which decreased $153.0 million, or 15.7 percent, from September 30, 2011 to September 30, 2012, accounted for over 40 percent of the decline in net loans and leases over the same time period.

Time deposits, which decreased $478.2 million, or 15.1 percent, at September 30, 2012 compared to September 30, 2011, were offset partially by significant growth in noninterest bearing demand deposits, which increased $294.0 million, or 13.4 percent, over the period. Additionally, savings deposits increased $135.2 million, or 14.0 percent, while interest bearing demand deposits decreased $39.6 million, or 0.8 percent, over the same period. As of September 30, 2012, approximately $938.0 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.77 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the third quarter of 2012, the provision for credit losses was $6.0 million, compared with $25.1 million for the third quarter of 2011 and $6.0 million for the second quarter of 2012. Net charge-offs for the third quarter of 2012 were $12.8 million, compared with $23.1 million for the third quarter of 2011 and $11.9 million for the second quarter of 2012. Recoveries of previously charged-off loans were $6.1 million for the third quarter of 2012, compared with $2.6 million for the third quarter of 2011 and $10.0 million for the second quarter of 2012. Annualized net charge-offs were 0.59 percent of average loans and leases for the third quarter of 2012, compared with 1.01 percent for the third quarter of 2011 and 0.55 percent for the second quarter of 2012.

NPLs were $247.3 million, or 2.85 percent of net loans and leases, at September 30, 2012 compared with $362.8 million, or 4.01 percent of net loans and leases, at September 30, 2011 and $266.9 million, or 3.06 percent of net loans and leases, at June 30, 2012. The allowance for credit losses was $169.0 million, or 1.95 percent of net loans and leases, at September 30, 2012 compared with $199.7 million, or 2.21 percent of net loans and leases, at September 30, 2011 and $175.8 million, or 2.01 percent of net loans and leases, at June 30, 2012.

NPLs at September 30, 2012 consisted primarily of $219.7 million of nonaccrual loans, compared with $240.2 million of nonaccrual loans at June 30, 2012. Included in the reduction of nonaccrual loans during the third quarter of 2012 were payments received on nonaccrual loans of $26.7 million, compared with payments received on such loans of $27.1 million during the second quarter of 2012. NPLs at September 30, 2012 also included $1.4 million of loans 90 days or more past due and still accruing, compared with $1.6 million at June 30, 2012, and included restructured loans still accruing of $26.1 million at September 30, 2012, compared with $25.1 million at June 30, 2012. Early stage past due loans, representing loans past due 30-89 days, increased $15.2 million from the previous quarter, but were down $10.3 million from one year ago. Of these loans, $37.6 million, or 85.9 percent, were past due less than 60 days.

At September 30, 2012, $52.8 million of NPLs were residential CAD loans, $44.6 million were other CAD loans, $48.0 million were commercial real estate loans and $39.6 million were consumer mortgages. NPLs from all other loan types totaled $62.3 million at September 30, 2012. Included in nonaccrual loans at September 30, 2012 were $125.0 million of loans, or 56.9 percent of total nonaccrual loans, that were paying as agreed, compared with $132.7 million, or 55.2 percent, at the end of the second 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 third quarter, 80.2 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 70.0 percent of the unpaid principal balance. At September 30, 2012, coverage of unimpaired nonaccrual loans by the nonspecified allowance for credit losses was 346 percent and coverage of unimpaired NPLs by the nonspecified allowance for credit losses was 212 percent.

OREO decreased $15.4 million to $128.2 million during the third quarter of 2012 from $143.6 million at June 30, 2012. This net decrease reflected $6.3 million added through foreclosure, offset by sales of OREO of $15.4 million. Write-downs in the value of existing properties were $6.3 million for the third quarter of 2012 compared to $4.9 million for the second quarter of 2012. Sales of OREO during the third quarter of 2012 resulted in a net loss of $0.8 million compared to a net loss of $2.7 million for the second quarter of 2012. At September 30, 2012, OREO was carried at 49.2 percent of the aggregate loan balances at the time of foreclosure, compared with 51.0 percent at June 30, 2012.

Noninterest Revenue

Noninterest revenue was $70.4 million for the third quarter of 2012, compared with $62.1 million for the third quarter of 2011 and $66.5 million for the second quarter of 2012. These results included negative MSR valuation adjustments of $3.2 million for the third quarter of 2012 compared with $11.7 million for the third quarter of 2011 and $3.8 million for the second quarter of 2012.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $16.8 million for the third quarter of 2012, compared with $10.2 million for the third quarter of 2011 and $14.9 million for the second quarter of 2012. Mortgage origination volume for the third quarter of 2012 was $607.9 million, compared with $374.8 million for the third quarter of 2011 and $444.1 million for the second quarter of 2012.

Credit and debit card fee revenue was $8.3 million for the third quarter of 2012, compared with $13.0 million for the third quarter of 2011 and $7.8 million for the second quarter of 2012. Service charge revenue was $14.2 million for the third quarter of 2012, compared with $17.3 million for the third quarter of 2011 and $13.7 million for the second quarter of 2012. Insurance commission revenue was $23.5 million for the third quarter of 2012, compared with $22.0 million for the third quarter of 2011 and $23.0 million for the second quarter of 2012.

Noninterest Expense

Noninterest expense for the third quarter of 2012 was $133.8 million, compared with $130.7 million for the third quarter of 2011 and $136.5 million for the second quarter of 2012. Salaries and employee benefits expense increased to $74.8 million for the third quarter of 2012 from $71.9 million for the third quarter of 2011 and decreased from $77.7 million for the second quarter of 2012. Foreclosed property expense increased to $8.8 million for the third quarter of 2012 from $6.1 million for the third quarter of 2011 and decreased from $10.2 million for the second quarter of 2012. Deposit insurance assessments were relatively flat at $4.0 million for the third quarter of 2012 compared $3.8 million for the third quarter of 2011 and $4.0 million for the second quarter of 2012.

Capital Management

BancorpSouth remains a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 13.55 percent at September 30, 2012 and total risk based capital of 14.81 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 10.93 percent at September 30, 2012, compared with 9.60 percent at September 30, 2011 and 10.79 percent at June 30, 2012. The ratio of tangible shareholders' equity to tangible assets increased to 8.91 percent at September 30, 2012, compared with 7.58 percent at September 30, 2011 and 8.80 percent at June 30, 2012.

Summary

Patterson concluded, "Our third quarter results reflect record performance from our mortgage lending operation, both in terms of production and revenue generation. Many of our other noninterest lines of business produced solid quarters as well, including insurance, which reported growth of 6.9% on a comparable quarter basis. This growth includes the acquisition of the assets of The Securance Group, Inc. which was announced during the second quarter of this year and closed in early July. Given the expectation of continued low interest rates as well as subdued loan demand, our net interest margin will continue to be under pressure and these noninterest lines of business will become even more valuable in terms of their contributions to profitability.

"Additionally, third quarter results reflect the sixth consecutive quarter of steady credit quality improvement. This progress, along with solid performance from our fee-generating lines of business, has allowed us to make a tremendous amount of progress toward returning BancorpSouth's profitability levels to more normalized levels. While there is still much work to be done, we believe that we are well positioned to continue to build on the momentum that we've gained over the last year and a half."

Conference Call

BancorpSouth will conduct a conference call to discuss its third quarter 2012 results on October19, 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 stabilization of nonaccrual loans, the impact of low interest rates on our net interest margin, the contribution of our noninterest lines of business to our profitability, our ability to return our profitability to more normalized levels, 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 short-term and long-term impact of changes to banking capital standards on the Company's regulatory capital and liquidity, 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 $13.2 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, Tennessee and Texas, including an insurance location in Illinois.


































BancorpSouth, Inc.











Selected Financial Data












Three Months Ended


Nine Months Ended





September 30,


September 30,





2012


2011


2012


2011




(Dollars in thousands, except per share amounts)











Earnings Summary:











Net interest revenue

$ 103,379


$ 108,075


$ 313,730


$ 327,424




Provision for credit losses

6,000


25,112


22,000


110,831




Noninterest revenue

70,420


62,055


209,248


205,510




Noninterest expense

133,788


130,698


405,974


397,777




Income before income taxes

34,011


14,320


95,004


24,326




Income tax provision

10,186


2,386


27,689


60




Net income

$ 23,825


$ 11,934


$ 67,315


$ 24,266




Earnings per share: Basic

$ 0.25


$ 0.14


$ 0.72


$ 0.29




Diluted

$ 0.25


$ 0.14


$ 0.72


$ 0.29


























Balance sheet data at September 30:











Total assets





$ 13,235,737


$ 13,198,518




Total earning assets





12,050,190


11,976,397




Loans and leases, net of unearned income





8,679,969


9,055,905




Allowance for credit losses





169,019


199,686




Total deposits





10,974,640


11,063,233




Common shareholders' equity





1,446,703


1,266,753




Book value per share





15.32


15.17


























Average balance sheet data:











Total assets

$ 13,019,016


$ 13,174,655


$ 13,041,785


$ 13,358,657




Total earning assets

11,924,778


12,039,067


11,932,612


12,219,226




Loans and leases, net of unearned interest

8,716,646


9,138,414


8,747,690


9,228,583




Total deposits

10,856,524


11,141,372


10,936,173


11,330,322




Common shareholders' equity

1,432,157


1,251,815


1,399,984


1,231,286















Non-performing assets at September 30:











Non-accrual loans and leases





$ 219,738


$ 314,479




Loans and leases 90+ days past due, still accruing





1,442


7,354




Restructured loans and leases, still accruing





26,147


40,966




Other real estate owned





128,211


162,686




Total non-performing assets





375,538


525,485















Net charge-offs as a percentage of average loans (annualized)

0.59%


1.01%


0.73%


1.56%















Performance ratios (annualized):











Return on average assets

0.73%


0.36%


0.69%


0.24%




Return on common equity

6.62%


3.78%


6.42%


2.63%




Total shareholders' equity to total assets

10.93%


9.60%


10.93%


9.60%




Tangible shareholders' equity to tangible assets

8.91%


7.58%


8.91%


7.58%




Net interest margin

3.55%


3.66%


3.62%


3.69%















Average shares outstanding - basic

94,438,433


83,488,963


93,534,078


83,485,694




Average shares outstanding - diluted

94,528,948


83,489,134


93,613,397


83,511,808




Cash dividends per share

$0.01


$0.01


$0.03


$0.13















Tier I capital

13.55%

(1)

11.36%


13.55%

(1)

11.36%




Total capital

14.81%

(1)

12.62%


14.81%

(1)

12.62%




Tier I leverage capital

10.21%

(1)

8.66%


10.21%

(1)

8.66%




(1) Estimated as of earnings release date





















BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)








Sep-12

Jun-12

Mar-12

Dec-11

Sep-11


(Dollars in thousands)

Assets






Cash and due from banks

$ 176,529

$ 224,084

$ 184,441

$ 195,681

$ 161,876

Interest bearing deposits with other banks

757,207

603,458

665,675

303,663

338,250

Available-for-sale securities, at fair value

2,483,606

2,462,831

2,573,535

2,513,518

2,481,555

Loans and leases

8,716,715

8,771,642

8,777,538

8,911,258

9,096,928

Less: Unearned income

36,746

39,247

39,615

40,947

41,023

Allowance for credit losses

169,019

175,847

181,777

195,118

199,686

Net loans and leases

8,510,950

8,556,548

8,556,146

8,675,193

8,856,219

Loans held for sale

129,408

108,134

110,294

83,458

100,687

Premises and equipment, net

321,068

320,419

321,720

323,383

323,285

Accrued interest receivable

48,314

47,358

50,008

51,266

53,338

Goodwill

275,173

271,297

271,297

271,297

271,297

Bank owned life insurance

203,798

202,620

202,698

200,085

197,945

Other real estate owned

128,211

143,615

167,808

173,805

162,686

Other assets

201,473

207,454

203,950

204,502

251,380

Total Assets

$ 13,235,737

$ 13,147,818

$ 13,307,572

$ 12,995,851

$ 13,198,518

Liabilities






Deposits:






Demand: Noninterest bearing

$ 2,492,508

$ 2,312,044

$ 2,260,012

$ 2,269,799

$ 2,198,535

Interest bearing

4,697,260

4,782,243

4,897,585

4,706,825

4,736,858

Savings

1,103,490

1,083,255

1,067,256

991,702

968,277

Other time

2,681,382

2,778,795

2,857,469

2,986,863

3,159,563

Total deposits

10,974,640

10,956,337

11,082,322

10,955,189

11,063,233

Federal funds purchased and






securities sold under agreement






to repurchase

377,676

361,990

401,089

373,933

449,501

Short-term Federal Home Loan Bank borrowings






and other short-term borrowing

-

1,500

1,500

1,500

1,500

Accrued interest payable

6,759

7,161

7,652

8,644

10,017

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

33,500

Other liabilities

236,147

208,707

228,998

199,861

213,702

Total Liabilities

11,789,034

11,729,507

11,915,373

11,732,939

11,931,765

Shareholders' Equity






Common stock

236,102

236,091

236,090

208,709

208,722

Capital surplus

311,271

310,388

309,426

227,567

227,006

Accumulated other comprehensive income (loss)

5,952

1,334

(4,136)

(2,261)

14,595

Retained earnings

893,378

870,498

850,819

828,897

816,430

Total Shareholders' Equity

1,446,703

1,418,311

1,392,199

1,262,912

1,266,753

Total Liabilities & Shareholders' Equity

$ 13,235,737

$ 13,147,818

$ 13,307,572

$ 12,995,851

$ 13,198,518

























BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)








Sep-12

Jun-12

Mar-12

Dec-11

Sep-11


(Dollars in thousands)

Assets






Cash and due from banks

$ 152,228

$ 152,907

$ 160,827

$ 151,004

$ 148,409

Interest bearing deposits with other banks

605,270

574,624

603,714

384,231

309,146

Available-for-sale securities, at fair value

2,481,201

2,520,932

2,507,941

2,509,943

2,529,482

Federal funds sold and securities






purchased under agreement to resell

2,717

-

274

2,174

-

Loans and leases

8,755,094

8,774,767

8,832,104

8,995,035

9,179,730

Less: Unearned income

38,448

39,542

40,562

40,806

41,316

Allowance for credit losses

179,283

185,209

202,158

208,005

205,209

Net loans and leases

8,537,363

8,550,016

8,589,384

8,746,224

8,933,205

Loans held for sale

118,944

77,642

61,250

67,781

62,025

Premises and equipment, net

320,234

320,731

322,641

322,544

326,800

Accrued interest receivable

44,789

45,494

47,512

49,256

53,122

Goodwill

273,867

271,297

271,297

271,297

271,297

Bank owned life insurance

12,024

12,679

11,204

14,558

14,642

Other real estate owned

134,384

155,471

170,924

164,841

152,052

Other assets

335,995

336,438

341,390

362,926

374,475

Total Assets

$ 13,019,016

$ 13,018,231

$ 13,088,358

$ 13,046,779

$ 13,174,655

Liabilities






Deposits:






Demand: Noninterest bearing

$ 2,328,948

$ 2,248,914

$ 2,139,371

$ 2,248,904

$ 2,147,707

Interest bearing

4,704,896

4,769,340

4,960,060

4,714,059

4,789,462

Savings

1,092,802

1,074,912

1,027,611

975,892

957,871

Other time

2,729,878

2,815,753

2,916,910

3,078,376

3,246,332

Total deposits

10,856,524

10,908,919

11,043,952

11,017,231

11,141,372

Federal funds purchased and






securities sold under agreement






to repurchase

388,817

374,982

358,124

430,968

457,640

Short-term Federal Home Loan Bank borrowings






and other short-term borrowing

1,223

1,500

1,500

1,500

486

Accrued interest payable

8,404

8,605

9,392

10,617

12,108

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

34,984

Other liabilities

138,079

126,680

117,869

123,746

115,938

Total Liabilities

11,586,859

11,614,498

11,724,649

11,777,874

11,922,840

Shareholders' Equity






Common stock

236,095

236,091

231,276

208,722

208,722

Capital surplus

310,642

309,634

294,973

227,201

226,582

Accumulated other comprehensive income (loss)

2,900

(4,020)

(2,269)

8,927

6,379

Retained earnings

882,520

862,028

839,729

824,055

810,132

Total Shareholders' Equity

1,432,157

1,403,733

1,363,709

1,268,905

1,251,815

Total Liabilities & Shareholders' Equity

$ 13,019,016

$ 13,018,231

$ 13,088,358

$ 13,046,779

$ 13,174,655



























BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)
















Quarter Ended


Year To Date


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11


Sep-12


Sep-11

INTEREST REVENUE:














Loans and leases

$ 105,937


$ 107,737


$ 109,012


$ 112,566


$ 114,260


$ 322,686


$ 348,510

Deposits with other banks

399


382


401


252


203


1,182


449

Federal funds sold and securities














purchased under agreement to resell

2


1


-


1


-


3


166

Held-to-maturity securities:














Taxable

-


-


-


-


-


-


13,080

Tax-exempt

-


-


-


-


-


-


5,638

Available-for-sale securities:














Taxable

9,329


10,188


11,162


11,781


13,172


30,679


32,208

Tax-exempt

4,109


4,210


4,256


4,158


4,130


12,575


6,825

Loans held for sale

974


686


544


635


632


2,204


1,584

Total interest revenue

120,750


123,204


125,375


129,393


132,397


369,329


408,460















INTEREST EXPENSE:














Interest bearing demand

3,889


4,185


4,449


4,737


5,324


12,523


17,909

Savings

686


691


714


747


828


2,091


2,464

Other time

9,482


10,275


11,291


13,104


14,837


31,048


48,605

Federal funds purchased and securities














sold under agreement to repurchase

73


66


63


76


95


202


382

FHLB borrowings

364


366


367


367


375


1,097


3,092

Junior subordinated debt

2,875


2,879


2,879


2,871


2,861


8,633


8,580

Other

2


1


2


2


2


5


4

Total interest expense

17,371


18,463


19,765


21,904


24,322


55,599


81,036















Net interest revenue

103,379


104,741


105,610


107,489


108,075


313,730


327,424

Provision for credit losses

6,000


6,000


10,000


19,250


25,112


22,000


110,831

Net interest revenue, after provision for














credit losses

97,379


98,741


95,610


88,239


82,963


291,730


216,593















NONINTEREST REVENUE:














Mortgage lending

13,549


11,040


15,142


8,928


(1,443)


39,731


8,141

Credit card, debit card and merchant fees

8,270


7,787


7,523


7,783


12,981


23,580


34,590

Service charges

14,189


13,697


15,116


17,412


17,334


43,002


49,258

Trust income

3,101


3,139


2,282


3,348


2,854


8,522


8,838

Security gains, net

39


177


74


18


2,047


290


12,109

Insurance commissions

23,519


22,964


23,153


19,416


22,012


69,636


67,502

Other

7,753


7,664


9,070


8,430


6,270


24,487


25,072

Total noninterest revenue

70,420


66,468


72,360


65,335


62,055


209,248


205,510















NONINTEREST EXPENSE:














Salaries and employee benefits

74,829


77,661


74,931


70,512


71,851


227,421


212,368

Occupancy, net of rental income

10,944


10,487


10,066


10,315


11,144


31,497


32,047

Equipment

5,083


5,124


5,333


5,108


5,346


15,540


16,599

Deposit insurance assessments

3,998


3,994


5,383


5,674


3,781


13,375


15,642

Prepayment penalty on FHLB borrowings

-


-


-


-


-


-


9,778

Other

38,934


39,240


39,967


44,247


38,576


118,141


111,343

Total noninterest expenses

133,788


136,506


135,680


135,856


130,698


405,974


397,777

Income before income taxes

34,011


28,703


32,290


17,718


14,320


95,004


24,326

Income tax expense

10,186


8,079


9,424


4,415


2,386


27,689


60

Net income

$ 23,825


$ 20,624


$ 22,866


$ 13,303


$ 11,934


$ 67,315


$ 24,266















Net income per share: Basic

$ 0.25


$ 0.22


$ 0.25


$ 0.16


$ 0.14


$ 0.72


$ 0.29

Diluted

$ 0.25


$ 0.22


$ 0.25


$ 0.16


$ 0.14


$ 0.72


$ 0.29







































BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11

LOAN AND LEASE PORTFOLIO:










Commercial and industrial

$ 1,462,719


$ 1,497,678


$ 1,441,727


$ 1,473,728


$ 1,503,391

Real estate










Consumer mortgages

1,888,783


1,904,420


1,937,997


1,945,190


1,966,124

Home equity

492,833


496,245


501,331


514,362


523,030

Agricultural

257,733


251,975


256,683


239,487


249,715

Commercial and industrial-owner occupied

1,309,631


1,288,887


1,287,542


1,301,575


1,329,644

Construction, acquisition and development

823,692


835,022


858,110


908,362


976,694

Commercial real estate

1,738,516


1,748,748


1,742,001


1,754,022


1,772,003

Credit cards

101,405


101,085


100,527


106,281


103,232

All other

604,657


608,335


612,005


627,304


632,072

Total loans

$ 8,679,969


$ 8,732,395


$ 8,737,923


$ 8,870,311


$ 9,055,905











ALLOWANCE FOR CREDIT LOSSES:










Balance, beginning of period

$ 175,847


$ 181,777


$ 195,118


$ 199,686


$ 197,627











Loans and leases charged off:










Commercial and industrial

(4,334)


(1,582)


(4,272)


(1,677)


(1,295)

Real estate










Consumer mortgages

(2,299)


(2,818)


(4,216)


(2,953)


(2,344)

Home equity

(270)


(536)


(851)


(1,667)


(1,712)

Agricultural

(302)


(386)


(96)


(110)


(2,345)

Commercial and industrial-owner occupied

(994)


(2,732)


(3,868)


(1,136)


(4,222)

Construction, acquisition and development

(6,845)


(9,560)


(11,394)


(10,539)


(7,697)

Commercial real estate

(2,633)


(3,260)


(2,809)


(6,858)


(4,467)

Credit cards

(540)


(588)


(562)


(706)


(760)

All other

(731)


(438)


(758)


(794)


(770)

Total loans charged off

(18,948)


(21,900)


(28,826)


(26,440)


(25,612)











Recoveries:










Commercial and industrial

1,007


1,040


1,542


446


348

Real estate










Consumer mortgages

256


438


323


263


485

Home equity

37


78


315


43


51

Agricultural

53


53


10


76


-

Commercial and industrial-owner occupied

270


1,514


351


100


99

Construction, acquisition and development

2,676


1,955


2,155


971


923

Commercial real estate

1,443


4,504


383


340


300

Credit cards

144


121


118


168


141

All other

234


267


288


215


212

Total recoveries

6,120


9,970


5,485


2,622


2,559











Net charge-offs

(12,828)


(11,930)


(23,341)


(23,818)


(23,053)











Provision charged to operating expense

6,000


6,000


10,000


19,250


25,112

Balance, end of period

$ 169,019


$ 175,847


$ 181,777


$ 195,118


$ 199,686











Average loans for period

$ 8,716,646


$ 8,735,225


$ 8,791,542


$ 8,954,229


$ 9,138,414











Ratio:










Net charge-offs to average loans (annualized)

0.59%


0.55%


1.06%


1.06%


1.01%































BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11

NON-PERFORMING ASSETS










NON-PERFORMING LOANS AND LEASES:










Nonaccrual Loans and Leases










Commercial and industrial

$ 8,674


$ 13,156


$ 11,025


$ 12,260


$ 11,122

Real estate










Consumer mortgages

35,599


35,660


46,562


47,878


44,100

Home equity

3,471


2,995


2,687


2,036


2,634

Agricultural

7,190


8,390


4,254


4,179


6,254

Commercial and industrial-owner occupied

27,059


26,957


32,842


33,112


26,977

Construction, acquisition and development

92,351


104,283


115,649


133,110


171,566

Commercial real estate

40,514


44,359


35,715


40,616


49,500

Credit cards

465


364


509


594


551

All other

4,415


4,082


3,984


3,013


1,775

Total nonaccrual loans and leases

$ 219,738


$ 240,246


$ 253,227


$ 276,798


$ 314,479











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










Commercial and industrial

$ 45


$ -


$ 10


$ 12


$ 1,846

Real estate










Consumer mortgages

1,027


1,141


1,314


2,974


4,136

Home equity

-


-


-


-


134

Agricultural

-


-


-


-


131

Commercial and industrial-owner occupied

119


-


-


-


42

Construction, acquisition and development

-


-


-


-


290

Commercial real estate

-


-


-


-


106

Credit cards

236


324


228


299


257

All other

15


167


146


149


412

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

1,442


1,632


1,698


3,434


7,354











Restructured Loans and Leases, Still Accruing

26,147


25,071


30,311


42,018


40,966

Total non-performing loans and leases

247,327


266,949


285,236


322,250


362,799











OTHER REAL ESTATE OWNED:

128,211


143,615


167,808


173,805


162,686











Total Non-performing Assets

$ 375,538


$ 410,564


$ 453,044


$ 496,055


$ 525,485











Additions to Nonaccrual Loans and Leases During the Quarter

$ 28,918


$ 41,121


$ 40,392


$ 39,474


$ 60,799











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










Commercial and industrial

$ 6,065


$ 3,040


$ 4,809


$ 8,065


$ 9,759

Real estate










Consumer mortgages

14,745


14,436


10,736


15,864


20,144

Home equity

1,766


1,311


2,248


2,037


2,066

Agricultural

977


471


663


339


1,485

Commercial and industrial-owner occupied

4,859


2,745


3,332


2,154


7,348

Construction, acquisition and development

8,528


2,062


2,431


2,714


4,469

Commercial real estate

3,210


1,288


2,104


3,292


5,136

Credit cards

734


673


686


802


851

All other

2,861


2,544


1,983


2,280


2,832

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

$ 43,745


$ 28,570


$ 28,992


$ 37,547


$ 54,090











Credit Quality Ratios:










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

0.28%


0.27%


0.45%


0.86%


1.10%

Allowance for credit losses to net loans and leases

1.95%


2.01%


2.08%


2.20%


2.21%

Allowance for credit losses to non-performing assets

45.01%


42.83%


40.12%


39.33%


38.00%

Allowance for credit losses to non-performing loans and leases

68.34%


65.87%


63.73%


60.55%


55.04%

Non-performing loans and leases to net loans and leases

2.85%


3.06%


3.26%


3.63%


4.01%

Non-performing assets to net loans and leases

4.33%


4.70%


5.18%


5.59%


5.80%































BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












Quarter Ended


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11

REAL ESTATE CONSTRUCTION, ACQUISITION










AND DEVELOPMENT ("CAD") PORTFOLIO:










Outstanding Balance










Multi-family construction

$ 4,546


$ 2,378


$ 4,683


$ 2,138


$ 10,349

One-to-four family construction

189,561


182,648


159,281


169,827


181,445

Recreation and all other loans

62,888


66,033


63,407


67,235


61,084

Commercial construction

126,296


112,929


122,173


130,124


140,570

Commercial acquisition and development

177,887


182,570


191,783


197,044


206,516

Residential acquisition and development

262,514


288,464


316,783


341,994


376,730

Total outstanding balance

$ 823,692


$ 835,022


$ 858,110


$ 908,362


$ 976,694











Nonaccrual CAD Loans










Multi-family construction

$ -


$ -


$ -


$ 1,067


$ -

One-to-four family construction

14,171


15,490


11,953


14,690


17,937

Recreation and all other loans

1,166


380


386


436


712

Commercial construction

6,991


4,318


3,702


5,235


10,159

Commercial acquisition and development

21,408


21,741


23,464


23,968


31,862

Residential acquisition and development

48,615


62,354


76,144


87,714


110,896

Total nonaccrual CAD loans

92,351


104,283


115,649


133,110


171,566











CAD Loans 90+ Days Past Due, Still Accruing:










Multi-family construction

-


-


-


-


-

One-to-four family construction

-


-


-


-


211

Recreation and all other loans

-


-


-


-


-

Commercial construction

-


-


-


-


-

Commercial acquisition and development

-


-


-


-


-

Residential acquisition and development

-


-


-


-


79

Total CAD loans 90+ days past due, still accruing

-


-


-


-


290











Restructured CAD Loans, Still Accruing










Multi-family construction

-


-


-


-


-

One-to-four family construction

787


793


799


318


321

Recreation and all other loans

20


842


847


852


24

Commercial construction

-


-


977


-


-

Commercial acquisition and development

133


260


2,975


433


1,415

Residential acquisition and development

4,149


4,048


106


446


410

Total restructured CAD loans, still accruing

5,089


5,943


5,704


2,049


2,170











Total Non-performing CAD loans

$ 97,440


$ 110,226


$ 121,353


$ 135,159


$ 174,026











CAD NPL as a % of Outstanding CAD Balance










Multi-family construction

-


-


-


49.9%


-

One-to-four family construction

7.9%


8.9%


8.0%


8.8%


10.2%

Recreation and all other loans

1.9%


1.9%


1.9%


1.9%


1.2%

Commercial construction

5.5%


3.8%


3.8%


4.0%


7.2%

Commercial acquisition and development

12.1%


12.1%


13.8%


12.4%


16.1%

Residential acquisition and development

20.1%


23.0%


24.1%


25.8%


29.6%

Total CAD NPL as a % of outstanding CAD balance

11.8%


13.2%


14.1%


14.9%


17.8%



































BancorpSouth, Inc.





Selected Loan Data





(Dollars in thousands)





(Unaudited)




















September 30, 2012




Special












Pass


Mention


Substandard


Doubtful


Loss


Impaired


Total

LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:














Commercial and industrial

$ 1,403,199


$ 10,018


$ 42,399


$ 867


$ 17


$ 6,219


$ 1,462,719

Real estate














Consumer mortgages

1,703,867


31,993


133,139


3,727


203


15,854


1,888,783

Home equity

467,219


4,788


17,901


1,002


285


1,638


492,833

Agricultural

232,741


4,684


14,726


20


-


5,562


257,733

Commercial and industrial-owner occupied

1,169,867


34,384


83,606


736


49


20,989


1,309,631

Construction, acquisition and development

607,759


42,128


85,349


703


-


87,753


823,692

Commercial real estate

1,517,138


45,500


138,606


70


-


37,202


1,738,516

Credit cards

101,405


-


-


-


-


-


101,405

All other

582,353


6,790


13,758


828


6


922


604,657

Total loans

$ 7,785,548


$ 180,285


$ 529,484


$ 7,953


$ 560


$ 176,139


$ 8,679,969






























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







































BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)












As of


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11





















Unpaid principal balance of impaired loans

$ 225,581


$ 259,703


$ 266,483


$ 287,099


$ 342,839

Cumulative charge-offs on impaired loans

49,442


59,326


55,371


52,176


62,950

Impaired nonaccrual loan and lease outstanding balance

176,139


200,377


211,112


234,923


279,889











Other non-accrual loans and leases not impaired

43,599


39,869


42,115


41,875


34,590











Total non-accrual loans and leases

$ 219,738


$ 240,246


$ 253,227


$ 276,798


$ 314,479











Allowance for impaired loans

18,205


23,939


25,546


39,708


38,657











Nonaccrual loans and leases, net of specific reserves

$ 201,533


$ 216,307


$ 227,681


$ 237,090


$ 275,822











Loans and leases 90+ days past due, still accruing

$ 1,442


$ 1,632


$ 1,698


$ 3,434


$ 7,354

Restructured loans and leases, still accruing

26,147


25,071


30,311


42,018


40,966











Total non-performing loans and leases

$ 247,327


$ 266,949


$ 285,236


$ 322,250


$ 362,799











Allowance for impaired loans

$ 18,205


$ 23,939


$ 25,546


$ 39,708


$ 38,657

Allowance for all other loans and leases

150,814


151,908


156,231


155,410


161,029











Total allowance for credit losses

$ 169,019


$ 175,847


$ 181,777


$ 195,118


$ 199,686











Outstanding balance of impaired loans

$ 176,139


$ 200,377


$ 211,112


$ 234,923


$ 279,889

Allowance for impaired loans

18,205


23,939


25,546


39,708


38,657











Net book value of impaired loans

$ 157,934


$ 176,438


$ 185,566


$ 195,215


$ 241,232





















Net book value of impaired loans as a %










of unpaid principal balance

70%


68%


70%


68%


70%











Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases

346%


381%


371%


371%


466%











Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases

212%


228%


211%


178%


194%







































BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)




















September 30, 2012


Alabama








Greater










and Florida








Memphis




Texas and






Panhandle


Arkansas


Mississippi


Missouri


Area


Tennessee


Louisiana


Other


Total

LOAN AND LEASE PORTFOLIO:


















Commercial and industrial

$ 56,648


$ 180,965


$ 359,710


$ 35,642


$ 17,120


$ 78,417


$ 243,618


$ 490,599


$ 1,462,719

Real estate


















Consumer mortgages

104,047


267,970


725,919


46,468


82,291


156,255


456,239


49,594


1,888,783

Home equity

59,768


38,429


167,755


23,369


65,077


74,189


62,187


2,059


492,833

Agricultural

7,581


79,884


71,453


3,407


8,979


13,755


67,608


5,066


257,733

Commercial and industrial-owner occupied

113,584


157,272


472,595


79,294


89,868


88,321


254,511


54,186


1,309,631

Construction, acquisition and development

90,104


67,826


252,199


39,001


85,918


96,837


165,807


26,000


823,692

Commercial real estate

208,555


326,943


354,145


204,762


107,523


97,605


386,456


52,527


1,738,516

Credit cards

-


-


-


-


-


-


-


101,405


101,405

All other

31,858


87,114


180,551


7,088


55,497


50,741


95,581


96,227


604,657

Total loans

$ 672,145


$ 1,206,403


$ 2,584,327


$ 439,031


$ 512,273


$ 656,120


$ 1,732,007


$ 877,663


$ 8,679,969



















CAD PORTFOLIO:


















Multi-family construction

$ -


$ -


$ 10


$ -


$ -


$ 3,313


$ 1,223


$ -


$ 4,546

One-to-four family construction

24,377


11,604


45,679


7,036


10,451


40,757


35,482


14,175


189,561

Recreation and all other loans

1,528


8,657


30,599


304


3,413


3,864


14,523


-


62,888

Commercial construction

16,396


11,783


46,310


3,622


8,430


9,911


28,144


1,700


126,296

Commercial acquisition and development

15,343


17,260


52,072


10,478


30,694


17,860


31,499


2,681


177,887

Residential acquisition and development

32,460


18,522


77,529


17,561


32,930


21,132


54,936


7,444


262,514

Total CAD loans

$ 90,104


$ 67,826


$ 252,199


$ 39,001


$ 85,918


$ 96,837


$ 165,807


$ 26,000


$ 823,692



















NON-PERFORMING LOANS AND LEASES:


















Commercial and industrial

$ 2,574


$ 1,143


$ 610


$ 518


$ 23


$ 196


$ 3,108


$ 953


$ 9,125

Real estate


















Consumer mortgages

3,084


4,949


11,124


601


2,049


3,412


7,492


6,913


39,624

Home equity

951


60


718


142


618


619


359


4


3,471

Agricultural

-


4,118


1,285


1,280


722


239


-


1


7,645

Commercial and industrial-owner occupied

6,725


5,710


9,863


424


3,898


4,293


2,400


263


33,576

Construction, acquisition and development

17,777


1,447


8,278


13,659


21,481


11,346


19,379


4,073


97,440

Commercial real estate

10,160


2,724


8,194


14,929


5,148


3,242


3,145


469


48,011

Credit cards

-


-


-


-


-


-


-


2,691


2,691

All other

389


2,266


1,725


15


4


863


460


22


5,744

Total loans

$ 41,660


$ 22,417


$ 41,797


$ 31,568


$ 33,943


$ 24,210


$ 36,343


$ 15,389


$ 247,327























































BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)




















September 30, 2012


Alabama








Greater










and Florida








Memphis


Northeast


Texas and






Panhandle


Arkansas


Mississippi


Missouri


Area


Tennessee


Louisiana


Other


Total

OTHER REAL ESTATE OWNED:


















Commercial and industrial

$ 411


$ 94


$ 105


$ -


$ 797


$ -


$ -


$ -


$ 1,407

Real estate


















Consumer mortgages

2,621


251


2,645


71


1,350


634


290


4,084


11,946

Home equity

-


-


216


-


-


-


-


-


216

Agricultural

876


-


-


-


1,130


2,303


-


-


4,309

Commercial and industrial-owner occupied

533


69


1,510


-


375


50


146


-


2,683

Construction, acquisition and development

16,953


1,647


15,800


880


41,732


13,929


2,163


523


93,627

Commercial real estate

826


1,548


2,219


362


7,014


245


226


-


12,440

All other

46


16


224


113


1,152


-


-


32


1,583

Total loans

$ 22,266


$ 3,625


$ 22,719


$ 1,426


$ 53,550


$ 17,161


$ 2,825


$ 4,639


$ 128,211




















Quarter Ended










Sep-12


Jun-12


Mar-12


Dec-11


Sep-11









OTHER REAL ESTATE OWNED:


















Balance, beginning of period

$ 143,615


$ 167,808


$ 173,805


$ 162,686


$ 151,204









Additions to foreclosed properties


















New foreclosed property

6,268


6,904


10,766


36,507


29,063









Reductions in foreclosed properties


















Sales

(15,392)


(26,165)


(11,771)


(16,688)


(13,136)









Writedowns

(6,280)


(4,932)


(4,992)


(8,700)


(4,445)









Balance, end of period

$ 128,211


$ 143,615


$ 167,808


$ 173,805


$ 162,686



























FORECLOSED PROPERTY EXPENSE


















Loss on sale of other real estate owned

$ 765


$ 2,708


$ 770


$ 711


$ 16









Writedown of other real estate owned

6,280


4,932


4,992


8,700


4,445









Other foreclosed property expense

1,749


2,572


2,647


1,422


1,655









Total foreclosed property expense

$ 8,794


$ 10,212


$ 8,409


$ 10,833


$ 6,116























































BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)












Quarter Ended


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11

NONINTEREST REVENUE:










Mortgage lending

$ 13,549


$ 11,040


$ 15,142


$ 8,928


$ (1,443)

Credit card, debit card and merchant fees

8,270


7,787


7,523


7,783


12,981

Service charges

14,189


13,697


15,116


17,412


17,334

Trust income

3,101


3,139


2,282


3,348


2,854

Securities gains, net

39


177


74


18


2,047

Insurance commissions

23,519


22,964


23,153


19,416


22,012

Annuity fees

548


635


642


382


552

Brokerage commissions and fees

1,782


1,779


1,438


1,215


1,627

Bank-owned life insurance

1,750


1,812


2,613


2,007


1,734

Other miscellaneous income

3,673


3,438


4,377


4,826


2,357

Total noninterest revenue

$ 70,420


$ 66,468


$ 72,360


$ 65,335


$ 62,055











NONINTEREST EXPENSE:










Salaries and employee benefits

$ 74,829


$ 77,661


$ 74,931


$ 70,512


$ 71,851

Occupancy, net of rental income

10,944


10,487


10,066


10,315


11,144

Equipment

5,083


5,124


5,333


5,108


5,346

Deposit insurance assessments

3,998


3,994


5,383


5,674


3,781

Advertising

1,081


902


841


1,778


1,140

Foreclosed property expense

8,794


10,212


8,409


10,833


6,116

Telecommunications

2,118


2,023


2,206


2,110


2,097

Public relations

1,309


1,355


1,466


1,244


1,415

Data processing

2,312


2,444


2,764


2,398


2,614

Computer software

1,856


1,786


1,803


1,892


1,863

Amortization of intangibles

860


742


763


813


823

Legal

3,004


981


2,216


3,947


1,467

Postage and shipping

1,060


1,033


1,255


1,163


1,182

Other miscellaneous expense

16,540


17,762


18,244


18,069


19,859

Total noninterest expense

$ 133,788


$ 136,506


$ 135,680


$ 135,856


$ 130,698











INSURANCE COMMISSIONS:










Property and casualty commissions

$ 17,704


$ 16,894


$ 14,430


$ 14,033


$ 16,226

Life and health commissions

4,651


4,681


4,724


4,024


4,359

Risk management income

698


618


655


597


703

Other

466


771


3,344


762


724

Total insurance commissions

$ 23,519


$ 22,964


$ 23,153


$ 19,416


$ 22,012





















BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)












Quarter Ended


Sep-12


Jun-12


Mar-12


Dec-11


Sep-11

MORTGAGE SERVICING RIGHTS:










Fair value, beginning of period

$ 34,167


$ 35,668


$ 30,174


$ 29,159


$ 39,455

Additions to mortgage servicing rights:










Originations of servicing assets

5,784


4,076


3,525


3,754


3,127

Changes in fair value:










Due to payoffs/paydowns

(2,181)


(1,737)


(1,726)


(1,745)


(1,745)

Due to change in valuation inputs or










assumptions used in the valuation model

(3,206)


(3,837)


3,697


(991)


(11,676)

Other changes in fair value

(2)


(3)


(2)


(3)


(2)

Fair value, end of period

$ 34,562


$ 34,167


$ 35,668


$ 30,174


$ 29,159











MORTGAGE LENDING REVENUE:










Production revenue:










Origination

$ 15,326


$ 13,119


$ 9,720


$ 8,308


$ 8,688

Servicing

3,610


3,495


3,451


3,356


3,290

Payoffs/Paydowns

(2,181)


(1,737)


(1,726)


(1,745)


(1,745)

Total production revenue

16,755


14,877


11,445


9,919


10,233

Market value adjustment

(3,206)


(3,837)


3,697


(991)


(11,676)

Total mortgage lending revenue (loss)

$ 13,549


$ 11,040


$ 15,142


$ 8,928


$ (1,443)











AVAILABLE-FOR-SALE SECURITIES, at fair value










U.S. Government agencies

$ 1,472,747


$ 1,481,060


$ 1,578,441


$ 1,501,243


$ 1,497,456

Government agency issued residential










mortgage-back securities

338,230


360,489


385,146


404,610


420,689

Government agency issued commercial










mortgage-back securities

90,306


35,895


31,647


34,599


34,475

Obligations of states and political subdivisions

574,559


577,629


568,642


563,520


519,431

Other

7,764


7,758


9,659


9,546


9,504

Total available-for-sale securities

$ 2,483,606


$ 2,462,831


$ 2,573,535


$ 2,513,518


$ 2,481,555


























BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)



Quarter Ended


September 30, 2012


Average



Yield/

(Taxable equivalent basis)

Balance


Interest

Rate

ASSETS





Loans, loans held for sale,





and leases net of unearned income

$ 8,835,590


$ 107,756

4.85%

Available-for-sale securities:





Taxable

2,022,294


9,439

1.86%

Tax-exempt

458,907


6,322

5.48%

Short-term investments

607,987


401

0.26%

Total interest earning





assets and revenue

11,924,778


123,918

4.13%

Other assets

1,273,521




Less: allowance for credit losses

(179,283)




Total

$ 13,019,016









LIABILITIES AND





SHAREHOLDERS' EQUITY





Deposits:





Demand - interest bearing

$ 4,704,896


$ 3,889

0.33%

Savings

1,092,802


686

0.25%

Other time

2,729,878


9,482

1.38%

Short-term borrowings

390,100


90

0.09%

Junior subordinated debt

160,312


2,875

7.13%

Long-term debt

33,500


349

4.14%

Total interest bearing





liabilities and expense

9,111,488


17,371

0.76%

Demand deposits -





noninterest bearing

2,328,948




Other liabilities

146,423




Total liabilities

11,586,859




Shareholders' equity

1,432,157




Total

$ 13,019,016




Net interest revenue



$ 106,547


Net interest margin




3.55%

Net interest rate spread




3.37%

Interest bearing liabilities to





interest earning assets




76.41%






Net interest tax equivalent adjustment



$ 3,168












BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)



Quarter Ended


June 30, 2012


Average



Yield/

(Taxable equivalent basis)

Balance


Interest

Rate

ASSETS





Loans, loans held for sale,





and leases net of unearned income

$ 8,812,867


$ 109,260

4.99%

Available-for-sale securities:





Taxable

2,068,725


10,298

2.00%

Tax-exempt

452,207


6,478

5.76%

Short-term investments

574,624


383

0.27%

Total interest earning





assets and revenue

11,908,423


126,419

4.27%

Other assets

1,295,017




Less: allowance for credit losses

(185,209)




Total

$ 13,018,231









LIABILITIES AND





SHAREHOLDERS' EQUITY





Deposits:





Demand - interest bearing

$ 4,769,340


$ 4,184

0.35%

Savings

1,074,912


691

0.26%

Other time

2,815,753


10,275

1.47%

Short-term borrowings

376,545


85

0.09%

Junior subordinated debt

160,312


2,879

7.22%

Long-term debt

33,500


349

4.19%

Total interest bearing





liabilities and expense

9,230,362


18,463

0.80%

Demand deposits -





noninterest bearing

2,248,914




Other liabilities

135,222




Total liabilities

11,614,498




Shareholders' equity

1,403,733




Total

$ 13,018,231




Net interest revenue



$ 107,956


Net interest margin




3.65%

Net interest rate spread




3.47%

Interest bearing liabilities to





interest earning assets




77.51%






Net interest tax equivalent adjustment



$ 3,215












BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)



Quarter Ended


March 31, 2012


Average



Yield/

(Taxable equivalent basis)

Balance


Interest

Rate

ASSETS





Loans, loans held for sale,





and leases net of unearned income

$ 8,852,792


$ 110,407

5.02%

Available-for-sale securities:





Taxable

2,058,859


11,272

2.20%

Tax-exempt

449,082


6,547

5.86%

Short-term investments

603,988


401

0.27%

Total interest earning





assets and revenue

11,964,721


128,627

4.32%

Other assets

1,325,795




Less: allowance for credit losses

(202,158)




Total

$ 13,088,358









LIABILITIES AND





SHAREHOLDERS' EQUITY





Deposits:





Demand - interest bearing

$ 4,960,060


$ 4,449

0.36%

Savings

1,027,611


714

0.28%

Other time

2,916,910


11,291

1.56%

Short-term borrowings

359,690


83

0.09%

Junior subordinated debt

160,312


2,879

7.22%

Long-term debt

33,500


349

4.19%

Total interest bearing





liabilities and expense

9,458,083


19,765

0.84%

Demand deposits -





noninterest bearing

2,139,371




Other liabilities

127,195




Total liabilities

11,724,649




Shareholders' equity

1,363,709




Total

$ 13,088,358




Net interest revenue



$ 108,862


Net interest margin




3.66%

Net interest rate spread




3.48%

Interest bearing liabilities to





interest earning assets




79.05%






Net interest tax equivalent adjustment



$ 3,252












BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)



Quarter Ended


December 31, 2011


Average



Yield/

(Taxable equivalent basis)

Balance


Interest

Rate

ASSETS





Loans, loans held for sale,





and leases net of unearned income

$ 9,022,010


$ 114,094

5.02%

Available-for-sale securities:





Taxable

2,083,983


11,891

2.26%

Tax-exempt

425,960


6,396

5.96%

Short-term investments

386,405


253

0.26%

Total interest earning





assets and revenue

11,918,358


132,634

4.42%

Other assets

1,336,426




Less: allowance for credit losses

(208,005)




Total

$ 13,046,779









LIABILITIES AND





SHAREHOLDERS' EQUITY





Deposits:





Demand - interest bearing

$ 4,714,059


$ 4,737

0.40%

Savings

975,892


746

0.30%

Other time

3,078,376


13,104

1.69%

Short-term borrowings

432,539


95

0.09%

Junior subordinated debt

160,312


2,871

7.11%

Long-term debt

33,500


350

4.15%

Total interest bearing





liabilities and expense

9,394,678


21,903

0.92%

Demand deposits -





noninterest bearing

2,248,904




Other liabilities

134,292




Total liabilities

11,777,874




Shareholders' equity

1,268,905




Total

$ 13,046,779




Net interest revenue



$ 110,731


Net interest margin




3.69%

Net interest rate spread




3.49%

Interest bearing liabilities to





interest earning assets




78.83%






Net interest tax equivalent adjustment



$ 3,241












BancorpSouth, Inc.

Average Balances, Interest Income and Expense,

and Average Yields and Rates

(Dollars in thousands)

(Unaudited)



Quarter Ended


September 30, 2011


Average



Yield/

(Taxable equivalent basis)

Balance


Interest

Rate

ASSETS





Loans, loans held for sale,





and leases net of unearned income

$ 9,200,439


$ 115,605

4.99%

Available-for-sale securities:





Taxable

2,123,772


13,283

2.48%

Tax-exempt

405,710


6,354

6.21%

Short-term investments

309,146


203

0.26%

Total interest earning





assets and revenue

12,039,067


135,445

4.46%

Other assets

1,340,797




Less: allowance for credit losses

(205,209)




Total

$ 13,174,655









LIABILITIES AND





SHAREHOLDERS' EQUITY





Deposits:





Demand - interest bearing

$ 4,789,462


$ 5,323

0.44%

Savings

957,871


828

0.34%

Other time

3,246,332


14,837

1.81%

Short-term borrowings

458,199


112

0.10%

Junior subordinated debt

160,312


2,861

7.08%

Long-term debt

34,984


361

4.09%

Total interest bearing





liabilities and expense

9,647,160


24,322

1.00%

Demand deposits -





noninterest bearing

2,147,707




Other liabilities

127,973




Total liabilities

11,922,840




Shareholders' equity

1,251,815




Total

$ 13,174,655




Net interest revenue



$ 111,123


Net interest margin




3.66%

Net interest rate spread




3.46%

Interest bearing liabilities to





interest earning assets




80.13%






Net interest tax equivalent adjustment



$ 3,048










BancorpSouth, Inc.



Reconciliation of Non-GAAP Measures



(Dollars in thousands)



(Unaudited)











Reconciliation of Tangible Assets and Tangible Shareholders' Equity to



Total Assets and Total Shareholders' Equity *:






September 30,


June 30,




2012


2011


2012









Tangible assets







Total assets


$ 13,235,737


$ 13,198,518


$ 13,147,818

Less:

Goodwill


275,173


271,297


271,297


Other identifiable intangible assets


17,932


17,426


15,108

Total tangible assets


$ 12,942,632


$ 12,909,795


$ 12,861,413









Tangible shareholders' equity







Total shareholders' equity


$ 1,446,703


$ 1,266,753


$ 1,418,311

Less:

Goodwill


275,173


271,297


271,297


Other identifiable intangible assets


17,932


17,426


15,108

Total tangible shareholders' equity


$ 1,153,598


$ 978,030


$ 1,131,906









Tangible shareholders' equity to tangible assets


8.91%


7.58%


8.80%

















*

BancorpSouth, Inc. utilizes the ratio of tangible shareholders' equity to tangible assets when


evaluating the performance of the Company. Tangible shareholders' equity is defined by the


Company as total shareholders' equity less goodwill and other identifiable intangible assets.


Tangible assets are defined by the Company as total assets less goodwill and other identifiable


intangible assets. Management believes the ratio of tangible shareholders' equity to tangible assets


is important to investors who are interested in evaluating the adequacy of the Company's capital levels.

SOURCE BancorpSouth, Inc.

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