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BXS > SEC Filings for BXS > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for BANCORPSOUTH INC


6-Nov-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
BancorpSouth, Inc. (the "Company") is a regional financial holding company headquartered in Tupelo, Mississippi with $13.3 billion in assets. BancorpSouth Bank (the "Bank"), the Company's wholly-owned banking subsidiary, has commercial banking operations in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida and Missouri. The Bank's insurance agency subsidiary also operates an office in Illinois. The Bank and its consumer finance, credit insurance, insurance agency and brokerage subsidiaries provide commercial banking, leasing, mortgage origination and servicing, insurance, brokerage and trust services to corporate customers, local governments, individuals and other financial institutions through an extensive network of branches and offices. Management's discussion and analysis provides a narrative discussion of the Company's financial condition and results of operations. For a complete understanding of the following discussion, you should refer to the unaudited consolidated financial statements for the three-month and nine-month periods ended September 30, 2009 and 2008 and the notes to such financial statements found under "Part I, Item 1. Financial Statements" of this report. This discussion and analysis is based on reported financial information.


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As a financial holding company, the financial condition and operating results of the Company are heavily influenced by economic trends nationally and in the specific markets in which the Company's subsidiaries provide financial services. Generally, during 2008 and the first nine months of 2009, the pressures of the national and regional economic cycle created a difficult operating environment for the financial services industry. The Company is not immune to such pressures and understands that the continuing economic downturn has had a negative impact on the Company and its customers in all of the markets that it serves. The impact is reflected in a decline in credit quality and the increases in the Company's measures of non-performing loans and net charge-offs, compared to the third quarter and first nine months of 2008. While these measures have increased, the Company believes that it is well positioned with respect to overall credit quality and the strength of its allowance for credit losses to meet the challenges of the current economic cycle. Management believes, however, that continued weakness in the economic environment could adversely affect the strength of the credit quality of the Company's assets overall and, therefore, management will continue to focus on early identification and decisive resolution of any credit issues.
Most of the revenue of the Company is derived from the operation of its principal operating subsidiary, the Bank. The financial condition and operating results of the Bank are affected by the level and volatility of interest rates on loans, investment securities, deposits and other borrowed funds, and the impact of economic downturns on loan demand, collateral value and creditworthiness of existing borrowers. The financial services industry is highly competitive and heavily regulated. The Company's success depends on its ability to compete aggressively within its markets while maintaining sufficient asset quality and cost controls to generate net income.
The information that follows is provided to enhance comparability of financial information between periods and to provide a better understanding of the Company's operations.


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SELECTED FINANCIAL QUARTERLY DATA

                                                               Three months ended                                 Nine months ended
                                                                 September 30,                                      September 30,
                                                       2009                     2008                           2009                     2008
                                                                           (Dollars in thousands, except per share data)
Earnings Summary:
Total interest revenue                             $    153,487        $              172,624         $              463,418        $    538,845
Total interest expense                                   41,751                        63,022                        130,866             209,330

Net interest income                                     111,736                       109,602                        332,552             329,515
Provision for credit losses                              22,514                        16,306                         55,053              38,354
Noninterest income                                       59,549                        63,433                        205,581             202,930
Noninterest expense                                     119,746                       116,059                        361,466             341,593

Income before income taxes                               29,025                        40,670                        121,614             152,498
Income taxes                                              7,494                        12,325                         36,739              48,883

Net income                                         $     21,531        $               28,345         $               84,875        $    103,615


Selected Average Balances:
Total assets                                       $ 13,167,057        $           13,304,939         $           13,250,329        $ 13,174,345
Loans and leases, net of unearned income              9,750,159                     9,529,731                      9,729,050           9,371,480
Total shareholders' equity                            1,265,099                     1,231,350                      1,251,769           1,219,170

Common Share Data:
Basic earnings per share                           $       0.26        $                 0.34         $                 1.02        $       1.26
Diluted earnings per share                                 0.26                          0.34                           1.02                1.25
Cash dividends per share                                   0.22                          0.22                           0.66                0.65

Financial Ratios (Annualized):
Return on average assets                                   0.65 %                        0.85 %                         0.86 %              1.05 %
Return on average shareholders' equity                     6.75                          9.16                           9.07               11.35
Total shareholders' equity to total assets                 9.69                          9.34                           9.69                9.34
Tangible shareholders' equity to tangible
assets                                                     7.64                          7.25                           7.64                7.25
Net interest margin                                        3.77                          3.67                           3.75                3.75

Credit Quality Ratios (Annualized):
Net charge-offs to average loans and leases                0.68 %                        0.45 %                         0.59 %              0.35 %
Provision for credit losses to average loans
and leases                                                 0.92                          0.68                           0.57                0.41
Allowance for credit losses to net loans and
leases                                                     1.48                          1.35                           1.48                1.35
Allowance for credit losses to non-performing
loans and leases                                         129.70                        198.16                         129.70              198.16
Allowance for credit losses to non-performing
assets                                                    83.35                        132.25                          83.35              132.25
Non-performing loans and leases to net loans
and leases                                                 1.14                          0.68                           1.14                0.68
Non-performing assets to net loans and leases              1.77                          1.01                           1.77                1.01

Captial Adequacy:
Tier I capital                                            11.39 %                       10.57 %                        11.39 %             10.57 %
Total capital                                             12.64                         11.82                          12.64               11.82
Tier I leverage capital                                    9.03                          8.48                           9.03                8.48


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In addition to financial ratios defined by U.S. GAAP, the Company utilizes tangible shareholders' equity and tangible asset measures when evaluating the performance of the Company. Tangible shareholders' equity is defined by the Company as total shareholders' equity less goodwill and identifiable intangible assets. Tangible assets are defined by the Company as total assets less goodwill and identifiable assets. The Company believes the ratio of tangible equity to tangible assets to be an important measure of financial strength of the Company. The following table reconciles tangible assets and tangible shareholders' equity as presented above to U.S. GAAP financial measures as reflected in the Company's unaudited consolidated financial statements:

                                                       September 30,
                                                   2009             2008
                                                      (In thousands)
         Tangible Assets:
         Total assets                          $ 13,271,873     $ 13,300,728
         Less: Goodwill                             270,097          271,017
         Identifiable intangible assets              24,347           29,607

         Total tangible assets                 $ 12,977,429     $ 13,000,104

         Tangible Shareholders' Equity
         Total shareholders' equity            $  1,286,218     $  1,242,719
         Less: Goodwill                             270,097          271,017
         Identifiable intangible assets              24,347           29,607

         Total tangible shareholders' equity   $    991,774     $    942,095

FINANCIAL HIGHLIGHTS
The primary source of revenue for the Company is the amount of net interest revenue earned by the Bank. Net interest revenue is the difference between interest earned on loans and investments and interest paid on deposits and other obligations. While the Company experienced moderate loan growth during the three and nine months ended September 30, 2009 compared to the same periods in 2008, a declining interest rate environment resulted in a decrease in interest revenue of 11.1% in the third quarter of 2009 compared to the same period in 2008 and 14.0% in the first nine months of 2009 compared to the same period in 2008. The Company experienced a decrease in interest expense of 33.8% in the third quarter of 2009 compared to the third quarter of 2008 and a decrease of 37.5% in the first nine months of 2009 compared to the first nine months of 2008 primarily because of the substantial decline in rates paid on deposits and other funding sources. The Company continued with its asset/liability strategies, which include funding loan growth with the proceeds from maturing, lower yielding investment securities and increased lower rate demand deposits. These factors combined to increase the Company's net interest revenue to $111.7 million for the third quarter of 2009, an increase of $2.1 million, or 1.9%, from $109.6 million for the third quarter of 2008 and to $332.6 million for the first nine months of 2009, an increase of $3.0 million, or 0.9%, from $329.5 million for the first nine months of 2008.
Contributing to the decrease in net income was the increase in the provision for credit losses in the third quarter and first nine months of 2009 compared to the same periods of 2008. The provision for credit losses increased $6.2 million, or 38.1% for the third quarter of 2009 compared to the same period in 2008 and increased $16.7 million, or 43.5% for the first nine months of 2009 compared to the same period in 2008. Consistent with the increase in the provision for credit losses, annualized net charge-offs increased to 0.68% of average loans and leases for the third quarter of 2009 from 0.45% of average loans and leases for the third quarter of 2008 and to 0.59% of average loans for the first nine months of 2009 from 0.35% of average loans and leases for the first nine months of 2008. The increase in the provision for credit losses for the third quarter and first nine months of 2009 was primarily reflective of the slow economic environment as well as the Company's continued focus on early identification and resolution of credit issues.
The Company has taken steps in the past that have diversified its revenue stream by increasing the amount of revenue received from mortgage lending operations, insurance agency activities, brokerage and securities activities


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and other activities that generate fee income. Management believes this diversification is important to reduce the impact of fluctuations in net interest revenue on the overall operating results of the Company. While noninterest revenue decreased 6.1% for the third quarter of 2009 compared to the third quarter of 2008, noninterest revenue increased 1.3% for the first nine months of 2009 compared to the first nine months of 2008. One of the primary contributors to the increase in noninterest revenue for the first nine months of 2009 was mortgage lending revenue, which increased 65.0% to $23.6 million for the first nine months of 2009 compared to $14.3 million for the first nine months of 2008. The increase in mortgage lending revenue was primarily a result of the increase in mortgage originations, the majority of which were refinancings in the first half of 2009 resulting from historically low mortgage interest rates. While mortgage lending revenue increased for the first nine months of 2009 compared to the same period in 2008, mortgage lending revenue decreased 38.5% in the third quarter of 2009 compared to the same period of 2008 as a result of the impact of a $4.1 million decrease in the value of the Company's MSRs compared with a $1.0 million decrease in value for the third quarter of 2008.
Noninterest revenue was also impacted by decreases of 7.8% and 9.1% in service charges for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008, as a result of lower volumes of items processed. The Company experienced decreases in insurance commissions of 7.6% and 6.7% for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008, resulting from the soft market cycle experienced in the insurance industry. Contributing to the increase in noninterest revenue during the first nine months of 2009, the Company recorded interest on tax refunds of $2.8 million, gains on the sale of student loans of $3.7 million, a gain of $1.8 million on the sale of the Company's remaining shares of MasterCard, Inc. common stock, an insurance recovery on a casualty loss of $1.3 million and gains on claims related to bank owned life insurance of $1.4 million.
Noninterest expense increased 3.2% and 5.8% for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008. This increase in noninterest expense included the incremental costs related to the 12 full-service branch bank offices opened since the end of the third quarter of 2008, coupled with an increase of $2.7 million and $8.4 million in the Company's regular FDIC insurance assessment for the third quarter and first nine months of 2009, respectively, compared to the same periods in 2008, despite being assessed at the FDIC's lowest rate because of its status as "well capitalized" under federal regulations. Noninterest expense was also negatively impacted by the second quarter $6.1 million special FDIC assessment as part of the restoration plan for the Deposit Insurance Fund. The major components of net income are discussed in more detail in the various sections that follow.
The Company's capital and liquidity remained strong during the third quarter of 2009 as its total shareholders' equity to total assets ratio increased to 9.69% from 9.34% for the third quarter of 2008. Also, demand deposits increased 3.3% contributing to an overall deposit increase of 6.0% at September 30, 2009 compared to December 31, 2008. This increase in deposits allowed the Company to reduce its reliance on short-term borrowings, which decreased 71.1% at September 30, 2009 compared to December 31, 2008.
RESULTS OF OPERATIONS
Net Interest Revenue
Net interest revenue is the difference between interest revenue earned on assets, such as loans, leases and securities, and interest expense paid on liabilities, such as deposits and borrowings, and continues to provide the Company with its principal source of revenue. Net interest revenue is affected by the general level of interest rates, changes in interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities. The Company's long-term objective is to manage interest earning assets and interest bearing liabilities to maximize net interest revenue, while balancing interest rate, credit and liquidity. Net interest margin is determined by dividing fully taxable equivalent net interest revenue by average earning assets. For purposes of the following discussion, revenue from tax-exempt loans and investment securities has been adjusted to a fully taxable equivalent ("FTE") basis, using an effective tax rate of 35%. The following tables present average interest earning assets, average interest bearing liabilities, net interest revenue-FTE, net interest margin and net interest rate spread for the three months and nine months ended September 30, 2009 and 2008:


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                                                                Three months ended September 30,
                                                    2009                                                  2008
                                 Average                                Yield/          Average                            Yield/
                                 Balance              Interest           Rate           Balance           Interest          Rate
                                            (Dollars in millions, yields on taxable equivalent basis)
ASSETS
Loans and leases (net of
unearned income) (1)(2)       $     9,750.1         $      130.3           5.30 %      $  9,529.8        $    145.2           6.04 %
Loans held for sale                    58.3                  0.7           4.76 %           160.2               1.9           4.77 %
Held-to-maturity
securities:
Taxable (3)                           998.8                 11.8           4.69 %         1,219.1              14.2           4.62 %
Non-taxable (4)                       199.4                  3.4           6.71 %           180.6               3.0           6.64 %
Available-for-sale
securities:
Taxable                               889.3                  8.6           3.83 %           901.0               9.0           3.98 %
Non-taxable (5)                        69.7                  1.1           7.12 %            75.9               1.3           7.04 %
Federal funds sold,
securities purchased
under agreement to
resell and short-term
investments                            62.3                  0.1           0.30 %            65.5               0.4           2.37 %

Total interest earning
assets and revenue                 12,027.9                156.0           5.15 %        12,132.1             175.0           5.74 %
Other assets                        1,285.4                                               1,304.4
Less: allowance for
credit losses                        (146.2 )                                              (131.6 )


Total                         $    13,167.1                                            $ 13,304.9

LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Demand - interest
bearing                       $     4,010.3         $        9.0           0.89 %      $  3,492.9        $     14.2           1.62 %
Savings                               716.2                  0.9           0.52 %           723.4               1.4           0.75 %
Other time                          3,726.8                 25.5           2.72 %         3,761.8              33.7           3.56 %
Federal funds
purchased,securities
sold under agreement to
repurchase, short-term
FHLB borrowings and
other short term
borrowings                          1,071.1                  0.5           0.20 %         1,790.8               7.9           1.75 %
Junior subordinated debt
securities                            160.3                  2.9           7.14 %           160.3               3.0           7.60 %
Long-term FHLB
borrowings                            286.3                  2.9           3.90 %           288.9               2.8           3.91 %

Total interest bearing
liabilities and expense             9,971.0                 41.7           1.66 %        10,218.1              63.0           2.45 %
Demand deposits -
noninterest bearing                 1,747.0                                               1,681.1
Other liabilities                     184.0                                                 174.4

Total liabilities                  11,902.0                                              12,073.6
Shareholders' equity                1,265.1                                               1,231.3

Total                         $    13,167.1                                            $ 13,304.9

Net interest revenue-FTE                            $      114.3                                         $    112.0

Net interest margin                                                        3.77 %                                             3.67 %
Net interest rate spread                                                   3.49 %                                             3.29 %
Interest bearing
liabilities to interest
earning assets                                                            82.90 %                                            84.22 %

(1) Includes taxable equivalent adjustment to interest of approximately $0.8 million for both of the three months ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.

(2) Non-accrual loans are included in Loans (net of unearned income).

(3) Includes taxable equivalent adjustments to interest of approximately $0.1 million for both of the three months ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.

(4) Includes taxable equivalent adjustments to interest of approximately $1.2 million and $1.0 million for the three months ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.

(5) Includes taxable equivalent adjustment to interest of approximately $0.3 million and $0.4 million for the three months ended September 30, 2009 and 2008, respectively, using an effective tax rate of 35%.


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                                                          Nine months ended September 30,
                                              2009                                               2008
                            Average                            Yield/          Average                            Yield/
                            Balance           Interest          Rate           Balance           Interest          Rate
                                             (Dollars in millions, yields on taxable equivalent basis)
ASSETS
Loans and leases (net
of unearned income)
(1)(2)                     $  9,729.0        $    390.4           5.37 %      $  9,371.5        $    453.3           6.46 %
Loans held for sale             130.4               3.2           3.27 %           152.6               5.6           4.86 %
Held-to-maturity
securities:
Taxable (3)                   1,061.6              37.2           4.68 %         1,312.4              45.3           4.61 %
Non-taxable (4)                 189.4               9.9           7.02 %           185.4               9.3           6.71 %
Available-for-sale
securities:
Taxable                         900.1              26.4           3.91 %           856.9              27.1           4.23 %
Non-taxable (5)                  71.1               3.9           7.29 %            96.5               5.1           7.11 %
Federal funds sold,
securities
purchased under
agreement to resell
and short-term
investments                      34.5               0.1           0.56 %            37.5               0.9           3.06 %

Total interest
earning assets and
revenue                      12,116.1             471.1           5.20 %        12,012.8             546.6           6.08 %
Other assets                  1,277.6                                            1,287.4
Less: allowance for
credit losses                  (143.6 )                                           (125.9 )

Total                      $ 13,250.1                                         $ 13,174.3

LIABILITIES AND
SHAREHOLDERS' EQUITY
Deposits:
Demand - interest
bearing                    $  4,016.3        $     31.0           1.03 %      $  3,465.7        $     44.4           1.71 %
Savings                         711.1               2.8           0.53 %           721.8               4.2           0.78 %
Other time                    3,594.6              77.9           2.90 %         4,033.3             120.3           3.98 %
Federal funds
purchased,securities
sold under agreement
to repurchase,
short-term FHLB
borrowings and other
short term borrowings         1,331.3               2.0           0.20 %         1,477.2              22.9           2.07 %
Junior subordinated
debt securities                 160.3               8.8           7.31 %           160.3               9.3           7.76 %
Long-term FHLB
borrowings                      286.3               8.4           3.94 %           275.8               8.2           3.98 %

Total interest
bearing liabilities
and expense                  10,099.9             130.9           1.73 %        10,134.1             209.3           2.76 %
Demand deposits -
noninterest bearing           1,735.0                                            1,652.2
Other liabilities               163.5                                              168.8

Total liabilities            11,998.4                                           11,955.1
Shareholders' equity          1,251.7                                            1,219.2

Total                      $ 13,250.1                                         $ 13,174.3

Net interest
revenue-FTE                                  $    340.2                                         $    337.3

Net interest margin                                               3.75 %                                             3.75 %
. . .
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