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BancorpSouth Announces Earnings of $0.49 per Diluted Share for Second Quarter 2008


TUPELO, Miss., July 17 /PRNewswire-FirstCall/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the second quarter ended June 30, 2008.

Highlights of the announcement include:

-- Growth of 14.0 percent in earnings per diluted share to $0.49 for the second quarter of 2008 from the second quarter of 2007.

-- Continued solid loan demand reflected in a 5.7 percent increase in loans for the second quarter of 2008 from the second quarter of 2007 and 2.7 percent growth sequentially from the first quarter of 2008.

-- Maintaining the Company's net interest margin at 3.79 percent for the second consecutive quarter, the highest level achieved in over five years.

-- An increase of 3.0 percent in net interest revenue for the second quarter of 2008 from the second quarter of 2007.

-- Strong credit quality, despite some deterioration in nonperforming loans and net charge-offs. Nonperforming loans at the end of the second quarter of 2008 totaled 0.49 percent of net loans and annualized net charge-offs for the second quarter of 2008 were 0.30 percent of average loans.

-- A 21.6 percent increase in noninterest revenue over the second quarter of 2007 to a record $73.3 million, including growth in insurance commission revenue of 21.5 percent compared to the second quarter of 2007, the second consecutive quarter of growth in insurance commission revenue in excess of 20 percent.

-- The declaration of a 4.8 percent increase in the Company's quarterly cash dividend to $0.22 per share, making 2008 the 25th consecutive year in which the dividend has been increased.

-- An 8.2 percent increase in shareholders' equity and a 1.4 percent increase in total assets at the end of the second quarter of 2008 from the end of the second quarter of 2007, driving BancorpSouth's capital to asset ratio to 9.21 percent from 8.63 percent.

Second Quarter 2008 Summary Results

BancorpSouth's net income for the second quarter of 2008 increased 11.8 percent to $40.1 million from $35.9 million for the second quarter of 2007. Net income per diluted share for the second quarter of 2008 increased 14.0 percent to $0.49 from $0.43 for the second quarter of 2007.

"We are pleased with BancorpSouth's financial performance for the second quarter of 2008," remarked Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth. "At a time when many peers within our markets and across the nation have struggled with growth, credit quality and liquidity issues, BancorpSouth's second quarter results are again differentiated by solid growth in loans, a relatively high net interest margin, growth in net interest revenue, strength in both credit quality and capital and ample sources of liquidity. In addition, our long-term strategy of diversifying our revenue through growth in noninterest revenue continues to achieve outstanding results, contributing to our ongoing progress in improving our operating efficiency.

"BancorpSouth is not immune to the challenges the banking industry has been experiencing, as reflected by the slight deterioration in our measures of credit quality during the second quarter of 2008. While the movement in these measures was more substantial compared to the unusual and unsustainably strong levels at the end of the second quarter of 2007, they remained well within the range of our historical experience.

"We attribute the continuing strength of our credit quality to our conservative lending and credit philosophy and the disciplined consistency with which we have implemented our policies throughout the economic cycle. In addition, because our technology infrastructure enhances centralized credit monitoring and control, we have purposefully decentralized much lending and other decision making authority to our local bank managers, improving the quality of the customer experience and our ability to understand the circumstances of each loan customer. As just one indication of the strong relationships created by this combination of sophisticated technology and high quality customer service, BancorpSouth was recently ranked 'Highest Customer Satisfaction with Retail Banking in the Southeast Region' by J.D. Power and Associates in its 2008 Retail Banking Satisfaction Study(SM)."

Net Interest Revenue

Interest revenue for the second quarter of 2008 decreased 13.2 percent, or $26.8 million, to $175.8 million from $202.6 million for the second quarter of 2007 and decreased 7.7 percent from $190.5 million for the first quarter of 2008. Interest expense decreased 31.3 percent, or $30.0 million, to $65.9 million for the second quarter of 2008 from $95.9 million for the second quarter of 2007 and decreased 18.0 percent from $80.4 million for the first quarter of 2008.

The average taxable equivalent yield on earning assets decreased to 6.01 percent for the second quarter of 2008 from 6.94 percent for the second quarter of 2007 and from 6.50 percent for the first quarter of 2008. The average rate paid on interest bearing liabilities was 2.64 percent for the second quarter of 2008, down from 3.86 percent for the second quarter of 2007 and 3.19 percent for the first quarter of 2008.

Net interest revenue increased 3.0 percent to $109.8 million for the second quarter of 2008 from $106.7 million for the second quarter of 2007 and decreased 0.2 percent from $110.1 million for the first quarter of 2008. Net interest margin was 3.79 percent for the second quarter of 2008, an increase from 3.69 percent for the second quarter of 2007 and even with 3.79 percent for the first quarter of 2008.

Patterson said, "We produced a comparable quarter increase in net interest revenue through the continuation of asset/liability management strategies that, in a declining interest rate environment, produced a larger decrease in both average interest rate paid and interest expense than in average taxable equivalent yield and interest revenue. A primary focus of these strategies has been to lower our interest expense by funding loan growth with the proceeds from maturing lower yielding investment securities, short-term borrowings from the Federal Home Loan Bank (FHLB) and the Federal Reserve and growth in demand deposits, which increased 3.2 percent at the end of the second quarter of 2008 from the same quarter in 2007.

"We have also lowered our interest expense by reducing our other time deposits over this period by 16.9 percent through more conservative pricing of public fund time deposits. This strategy has not affected our firm commitment to serving our core deposit customers, which contributed to a 1.8 percent increase in savings deposits at the end of the second quarter of 2008 from the end of the second quarter of 2007. In addition, we continue to have ample funding flexibility through our ability to price public fund time deposits more aggressively in the future and through further significant short-term borrowing capacity with the FHLB. As a result of our asset/liability management efforts, we maintained our net interest margin at 3.79 percent for each of the first and the second quarters of 2008, the highest level achieved since the first quarter of 2003."

Deposit and Loan Activity

Total assets at June 30, 2008 increased 1.4 percent to $13.4 billion from $13.2 billion at June 30, 2007. Total deposits declined 6.0 percent to $9.8 billion at June 30, 2008 from $10.4 billion at June 30, 2007. Loans and leases, net of unearned income, increased 5.7 percent to $9.5 billion at June 30, 2008 from $9.0 billion at June 30, 2007.

"We are encouraged by the strengthened loan demand indicated by our second quarter results," Patterson added. "While we produced moderate organic growth in loans and leases during the 12 month period ending June 30, 2008, a disproportionate amount of that growth occurred in the latest quarter, during which our loans increased at a double-digit annualized growth rate. As discussed above, the decline in total deposits was driven by a strategic decision to reduce interest expense through more competitive pricing of other time deposits, which more than offset growth in both demand deposits and savings deposits."

Provision for Credit Losses and Allowance for Credit Losses

For the second quarter of 2008, the provision for credit losses was $11.2 million compared with $7.8 million for the second quarter of 2007 and $10.8 million for the first quarter of 2008. Annualized net charge-offs were 0.30 percent of average loans and leases for the second quarter of 2008 compared with 0.14 percent for the second quarter of 2007 and 0.29 percent for the first quarter of 2008.

Non-performing loans and leases increased to $46.0 million, or 0.49 percent of loans and leases, at June 30, 2008 from $23.9 million, or 0.27 percent of loans and leases, at June 30, 2007 and from $38.7 million, or 0.42 percent of loans and leases, at March 31, 2008. The allowance for credit losses was 1.30 percent of loans and leases at June 30, 2008 compared with 1.22 percent of loans and leases at June 30, 2007 and 1.29 percent of loans and leases at March 31, 2008.

Patterson commented, "BancorpSouth's strong credit quality in a challenging economic environment is a continuing tribute to the performance of our loan review and credit personnel. It further reflects a conservative credit culture throughout the Company. As a result of this culture, at June 30, 2008 we had only nominal exposure to the credit issues affecting subprime residential mortgages and limited exposure to commercial real estate projects in the non-owner occupied residential market. Our current credit quality also reflects our steps to tighten real estate lending standards beginning in late 2006. While we expect that continuing weakness in the economic environment would affect the strength of our credit quality, we are well reserved against expected losses and intend to move decisively to address any emerging credit issues. We remain confident that the strength of BancorpSouth's credit quality will continue to differentiate our performance from our peers."

Noninterest Revenue

For the second quarter of 2008, noninterest revenue increased 21.6 percent to $73.3 million from $60.2 million for the second quarter of 2007 and increased 10.6 percent from $66.2 million for the first quarter of 2008. This growth reflected a 21.5 percent increase in insurance commission revenue for the second quarter of 2008 from the second quarter of 2007 and a 19.7 percent increase in credit and debit card fee revenue over the same period. In addition, the value of the mortgage servicing asset increased for the second quarter of 2008 by $4.9 million compared with an increase of $1.2 million for the second quarter of 2007, and BancorpSouth had a $2.6 million gain during the second quarter of 2008 from the sale of shares of MasterCard, Inc. common stock.

Patterson said, "We are very pleased with our second consecutive quarter of growth in insurance commission revenue in excess of 20 percent, which follows our third quarter 2007 acquisition of the Insurance Network of Jonesboro, Arkansas, and the acquisitions in the first quarter of 2008 of the Joe Max Green/Insurance Concepts Insurance Agency headquartered in Nacogdoches, Texas, and an insurance broker now operating as SMI Group in Springfield, Missouri. This expanding business, along with growth in our credit and debit card business and our mortgage origination business, contributed substantially to the increase in our noninterest revenue to 66.7 percent of net interest revenue for the second quarter of 2008, compared with 56.5 percent for the second quarter of 2007 and 60.2 percent for the first quarter of 2008.

"The strength of our noninterest revenue stream during a challenging period for the industry's traditional spread dependent businesses reflects our long-term strategic commitment to the expansion of our noninterest revenue products and services. In addition to mitigating the impact of interest rate volatility, the growth in these products and services has greatly enhanced our ability to provide superior customer service, enabling us to leverage our strong relationships with our existing customer base and bring new customers to BancorpSouth. We expect our ability to serve our customers' comprehensive financial needs will continue to differentiate BancorpSouth in our core markets, and we are confident of our prospects for growing these businesses further."

Noninterest Expense

Noninterest expense increased 5.8 percent to $112.1 million for the second quarter of 2008 from $105.9 million for the second quarter of 2007 and decreased 1.2 percent from $113.5 million for the first quarter of 2008. The comparable-quarter increase in noninterest expense is primarily attributable to the operation of the insurance agencies acquired in 2007 and 2008. In addition, BancorpSouth also incurred salaries, employee benefits and occupancy expense associated with the opening of new loan production offices and full-service branch bank offices during 2007 and the first six months of 2008.

Capital Management

At its April 23rd meeting, BancorpSouth's Board of Directors approved an increase in the Company's quarterly cash dividend to $0.22 per share from $0.21 per share, marking the 25th consecutive year in which the dividend has been increased.

BancorpSouth did not repurchase shares of its common stock during the second quarter of 2008. The Company will continue to evaluate additional share repurchase opportunities under a stock repurchase plan for the repurchase of up to three million shares that commenced on May 1, 2007 and that expires on April 30, 2009. BancorpSouth has repurchased approximately 12.0 million shares of its common stock since its original share repurchase program was initiated in 2001.

The expansion of BancorpSouth's capital to asset ratio to 9.21 percent at the end of the second quarter of 2008 from 8.63 percent at the end of the second quarter of 2007 reflects the Company's commitment to maintaining a sound and adequate capital position. This position also enhances BancorpSouth's ability to respond to opportunities of strategic value that are consistent with achieving the Company's long-term growth objectives. BancorpSouth's tangible equity to asset ratio increased to 7.12 percent at June 30, 2008 from 6.68 percent at June 30, 2007.

Summary

Patterson concluded, "We believe BancorpSouth has performed well through an extended period of economic uncertainty because our business model has been designed to accommodate the inevitability of economic cycles. It has been proven and refined through the economic cycles of the past 25 years. We expect BancorpSouth - as well as the entire financial services industry - will continue to be tested in the quarters ahead. As we again demonstrated with our second quarter operating and financial results, BancorpSouth remains well positioned to outperform our peer group through this phase of the current economic cycle and to gain additional market share, even as we steadily implement our long-term growth strategies. We are confident that neither the potential of these strategies to produce long-term growth in earnings and shareholder value nor the long-term market opportunities before us have been diminished."

Conference Call

BancorpSouth will conduct a conference call to discuss its second quarter 2008 results tomorrow, July 18, 2008, 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 pricing of public fund time deposits, the impact of the economic environment on our credit quality, our ability to serve our customers' financial needs comprehensively, our prospects for growing our businesses, our performance during a period of economic uncertainty and repurchases under our common stock repurchase plan.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements because of a variety of factors. These factors may include, but are not limited to, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates and the ability of BancorpSouth to manage its assets and liabilities to limit exposure to changing interest rates, the ability of BancorpSouth to increase noninterest revenue and expand noninterest revenue business, the ability of BancorpSouth to maintain credit quality, changes in laws and regulations affecting financial service companies in general, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth's operating or expansion strategy, BancorpSouth's business model, geographic concentration of BancorpSouth's assets, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to achieve profitable growth and increase shareholder value, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to identify, close and effectively integrate potential acquisitions, the ability of BancorpSouth to expand geographically and enter growing markets, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in

BancorpSouth's filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered inTupelo, Mississippi, with approximately $13.4 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates approximately 290 commercial banking, mortgage, insurance, trust and broker/dealer locations in Alabama,Arkansas,Florida,Louisiana,Mississippi,Missouri,Tennessee and Texas. BancorpSouth Bank also operates an insurance location inIllinois.



    BancorpSouth, Inc.
    Selected Financial Data
                                Three Months Ended         Six Months Ended
                                     June 30,                  June 30,
                                2008         2007         2008         2007
    (Dollars in thousands,
     except per share
     amounts)
    Earnings Summary:
    Net interest revenue      $109,843     $106,658     $219,913     $205,326
    Provision for credit
     losses                     11,237        7,843       22,048        9,198
    Noninterest revenue         73,266       60,232      139,497      118,591
    Noninterest expense        112,064      105,928      225,534      211,538
    Income before income
     taxes                      59,808       53,119      111,828      103,181
    Income tax provision        19,683       17,238       36,558       33,723
    Net income                 $40,125      $35,881      $75,270      $69,458
    Earning per share:
          Basic                  $0.49        $0.44        $0.91        $0.86
          Diluted                $0.49        $0.43        $0.91        $0.86


    Balance sheet data at
     June 30:
    Total assets                                     $13,399,151  $13,209,093
    Total earning assets                              12,139,547   12,012,304
    Loans and leases, net
     of unearned income                                9,481,380    8,966,280
    Allowance for credit
     losses                                              123,478      109,328
    Total deposits                                     9,806,553   10,436,920
    Common shareholders'
     equity                                            1,233,776    1,140,280
    Book value per share                                   14.98        13.88


    Average balance sheet
     data:
    Total assets           $13,116,139  $12,955,586  $13,108,332  $12,627,776
    Total earning assets    11,957,174   11,850,069   11,952,466   11,539,853
    Loans and leases, net
     of unearned interest    9,369,676    8,875,403    9,291,485    8,514,807
    Total deposits           9,871,935   10,471,566    9,981,139   10,255,177
    Common shareholders'
     equity                  1,226,570    1,122,820    1,213,013    1,089,428

    Non-performing assets
     at June 30:
    Non-accrual loans and
     leases                                              $17,710       $9,135
    Loans and leases 90+
     days past due                                        25,719       13,706
    Restructured loans and
     leases                                                2,620        1,066
    Other real estate owned                               28,942       11,277

    Net charge-offs as a
     percentage of average
     loans (annualized)           0.30%        0.14%        0.30%        0.11%

    Performance ratios
     (annualized):
    Return on average
     assets                       1.23%        1.11%        1.15%        1.11%
    Return on common
     equity                      13.16%       12.82%       12.48%       12.86%

    Net interest margin           3.79%        3.69%        3.79%        3.68%

    Average shares
     outstanding - basic    82,369,159   82,169,901   82,350,038   80,813,169
    Average shares
     outstanding - diluted  82,565,722   82,534,762   82,549,761   81,213,583



                              BancorpSouth, Inc.
                          Consolidated Balance Sheet
                                 (Unaudited)

                                                    June 30,             %
                                               2008         2007       Change
                                             (Dollars in thousands)
    Assets
    Cash and due from banks                   $307,038     $301,899     1.70%
    Interest bearing deposits with other
     banks                                      15,531       13,143    18.17%
    Held-to-maturity securities, at
     amortized cost                          1,447,806    1,785,468   (18.91%)
    Available-for-sale securities, at fair
     value                                   1,023,065    1,138,890   (10.17%)
    Federal funds sold and securities
     purchased under agreement to resell           -         22,895  (100.00%)
    Loans and leases                         9,529,978    9,012,362     5.74%
      Less:  Unearned income                    48,598       46,082     5.46%
             Allowance for credit losses       123,478      109,328    12.94%
    Net loans and leases                     9,357,902    8,856,952     5.66%
    Loans held for sale                        171,765       85,627   100.60%
    Premises and equipment, net                334,869      308,248     8.64%
    Accrued interest receivable                 83,739       95,577   (12.39%)
    Goodwill                                   270,807      249,426     8.57%
    Other assets                               386,629      350,968    10.16%
        Total Assets                       $13,399,151  $13,209,093     1.44%
    Liabilities
    Deposits:
      Demand:  Noninterest bearing          $1,737,356   $1,756,652    (1.10%)
               Interest bearing              3,364,873    3,185,461     5.63%
      Savings                                  740,207      727,106     1.80%
      Other time                             3,964,117    4,767,701   (16.85%)
    Total deposits                           9,806,553   10,436,920    (6.04%)
    Federal funds purchased and
     securities sold under agreement
     to repurchase                           1,093,805      746,182    46.59%
    Short-term Federal Home Loan Bank
     borrowings and other short-term
     borrowings                                643,427      400,000    60.86%
    Accrued interest payable                    29,134       44,260   (34.18%)
    Junior subordinated debt securities        160,312      163,405    (1.89%)
    Long-term Federal Home Loan Bank
     borrowings                                288,900      145,146    99.04%
    Other liabilities                          143,244      132,900     7.78%
    Total Liabilities                       12,165,375   12,068,813     0.80%
    Shareholders' Equity
    Common stock                               205,945      205,426     0.25%
    Capital surplus                            201,612      190,043     6.09%
    Accumulated other comprehensive income
     (loss)                                     (9,232)     (26,270)  (64.86%)
    Retained earnings                          835,451      771,081     8.35%
    Total Shareholders' Equity               1,233,776    1,140,280     8.20%
    Total Liabilities & Shareholders'
     Equity                                $13,399,151  $13,209,093     1.44%



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

                                               Quarter Ended
                              Jun-08    Mar-08    Dec-07    Sep-07    Jun-07
    INTEREST REVENUE:
    Loans and leases         $147,289  $159,184  $171,068  $174,787  $169,717
    Deposits with other
     banks                        193       208       274       316       268
    Federal funds sold and
     securities purchased
     under agreement to
     resell                       -          67       311       232       633
    Held-to-maturity
     securities:
        Taxable                15,044    15,947    16,890    17,585    16,962
        Tax-exempt              2,025     2,075     2,120     2,077     2,044
    Available-for-sale
     securities:
        Taxable                 8,531     9,564    10,227    10,554    10,839
        Tax-exempt              1,260     1,204       941       960     1,010
    Loans held for sale         1,420     2,210     1,751     1,454     1,082
            Total interest
             revenue          175,762   190,459   203,582   207,965   202,555

    INTEREST EXPENSE:
    Interest bearing demand
     deposits                  12,938    17,257    19,765    22,189    21,992
    Savings deposits            1,291     1,543     1,934     2,503     2,481
    Other time deposits        39,778    46,860    52,551    55,728    55,459
    Federal funds purchased
     and securities sold
     under agreement to
     repurchase                 3,321     5,195     8,259     9,151     9,283
    FHLB Borrowings             5,359     6,285     8,107     7,130     3,332
    Other                       3,232     3,249     3,309     3,348     3,350
            Total interest
             expense           65,919    80,389    93,925   100,049    95,897

            Net interest
             revenue          109,843   110,070   109,657   107,916   106,658
      Provision for credit
       losses                  11,237    10,811     7,771     5,727     7,843
            Net interest
             revenue, after
             provision for
             credit losses     98,606    99,259   101,886   102,189    98,815

    NONINTEREST REVENUE:
    Mortgage lending            9,507     1,543    (1,149)      100     5,484
    Credit card, debit card
     and merchant fees          8,846     7,976     7,904     7,667     7,391
    Service charges            17,093    15,839    18,125    17,281    17,677
    Trust income                2,261     2,234     2,996     2,487     2,457
    Security gains, net           199        78        97         7        10
    Insurance commissions      21,462    24,668    16,181    17,542    17,665
    Other                      13,898    13,893    11,160    12,810     9,548
            Total noninterest
             revenue           73,266    66,231    55,314    57,894    60,232

    NONINTEREST EXPENSES:
    Salaries and employee
     benefits                  68,121    70,175    64,594    63,269    63,851
    Occupancy, net of rental
     income                     9,716     9,483     8,967     8,959     8,709
    Equipment                   6,245     6,433     6,078     6,057     6,053
    Other                      27,982    27,379    30,530    28,066    27,315
            Total noninterest
             expenses         112,064   113,470   110,169   106,351   105,928
            Income before
             income taxes      59,808    52,020    47,031    53,732    53,119
    Income tax expense         19,683    16,875    14,803    17,475    17,238
            Net income        $40,125   $35,145   $32,228   $36,257   $35,881

    Net income per share:
     Basic                      $0.49     $0.43     $0.39     $0.44     $0.44
     Diluted                    $0.49     $0.43     $0.39     $0.44     $0.43


                                                         Year To Date
                                                   Jun-08            Jun-07
    INTEREST REVENUE:
    Loans and leases                              $306,473          $322,958
    Deposits with other banks                          401               554
    Federal funds sold and securities purchased
     under agreement to resell                          67             3,144
    Held-to-maturity securities:
        Taxable                                     30,991            33,667
        Tax-exempt                                   4,100             4,059
    Available-for-sale securities:
        Taxable                                     18,095            20,431
        Tax-exempt                                   2,464             2,125
    Loans held for sale                              3,630             2,757
            Total interest revenue                 366,221           389,695

    INTEREST EXPENSE:
    Interest bearing demand deposits                30,195            41,879
    Savings deposits                                 2,834             4,864
    Other time deposits                             86,638           107,444
    Federal funds purchased and securities sold
     under agreement to repurchase                   8,516            17,107
    FHLB Borrowings                                 11,644             6,633
    Other                                            6,481             6,442
            Total interest expense                 146,308           184,369

            Net interest revenue                   219,913           205,326
      Provision for credit losses                   22,048             9,198
            Net interest revenue, after provision
             for credit losses                     197,865           196,128

    NONINTEREST REVENUE:
    Mortgage lending                                11,050             7,263
    Credit card, debit card and merchant fees       16,822            14,265
    Service charges                                 32,932            33,073
    Trust income                                     4,495             4,671
    Security gains, net                                277                17
    Insurance commissions                           46,130            37,459
    Other                                           27,791            21,843
            Total noninterest revenue              139,497           118,591

    NONINTEREST EXPENSES:
    Salaries and employee benefits                 138,296           127,479
    Occupancy, net of rental income                 19,199            17,172
    Equipment                                       12,678            12,079
    Other                                           55,361            54,808
            Total noninterest expenses             225,534           211,538
            Income before income taxes             111,828           103,181
    Income tax expense                              36,558            33,723
            Net income                             $75,270           $69,458

    Net income per share: Basic                      $0.91             $0.86
                          Diluted                    $0.91             $0.86



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                         and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)

                                                     Quarter Ended
                                                     June 30, 2008
                                             Average                  Yield/
       (Taxable equivalent basis)            Balance      Interest     Rate
       ASSETS
       Loans, loans held for sale, and
        leases net of unearned income        $9,523,668    $149,506     6.31%
       Held-to-maturity securities:
         Taxable                              1,312,998      15,263     4.68%
         Tax-exempt                             184,022       3,115     6.81%
       Available-for-sale securities:
         Taxable                                804,875       8,532     4.26%
         Tax-exempt                             111,113       1,938     7.01%
       Short-term investments                    20,498         194     3.80%
         Total interest earning assets and
          revenue                            11,957,174     178,548     6.01%
       Other assets                           1,283,738
       Less:  allowance for credit losses      (124,773)
           Total                            $13,116,139

       LIABILITIES AND
       SHAREHOLDERS' EQUITY
       Deposits:
         Demand - interest bearing           $3,418,678     $12,939     1.52%
         Savings                                732,593       1,291     0.71%
         Other time                           4,050,132      39,777     3.95%
       Short-term borrowings                  1,390,189       6,013     1.74%
       Junior subordinated debt                 160,312       3,060     7.68%
       Long-term debt                           288,913       2,839     3.95%
         Total interest bearing
          liabilities and expense            10,040,817      65,919     2.64%
       Demand deposits -
        noninterest bearing                   1,670,532
       Other liabilities                        178,220
         Total liabilities                   11,889,569
       Shareholders' equity                   1,226,570
         Total                              $13,116,139
       Net interest revenue                                $112,629
       Net interest margin                                              3.79%
       Net interest rate spread                                         3.37%
       Interest bearing liabilities to
        interest earning assets                                        83.97%

       Net interest tax equivalent
        adjustment                                           $2,786



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                         and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)

                                                     Quarter Ended
                                                     June 30, 2007
                                             Average                  Yield/
       (Taxable equivalent basis)            Balance      Interest     Rate
       ASSETS
       Loans, loans held for sale, and
        leases net of unearned income        $8,949,661    $171,637     7.69%
       Held-to-maturity securities:
         Taxable                              1,530,082      16,962     4.45%
         Tax-exempt                             188,112       3,145     6.71%
       Available-for-sale securities:
         Taxable                              1,034,219      10,838     4.20%
         Tax-exempt                              84,133       1,554     7.41%
       Short-term investments                    63,862         901     5.66%
         Total interest earning
          assets and revenue                 11,850,069     205,037     6.94%
       Other assets                           1,214,152
       Less:  allowance for credit losses      (108,635)
           Total                            $12,955,586

       LIABILITIES AND
       SHAREHOLDERS' EQUITY
       Deposits:
         Demand - interest bearing           $3,241,430     $21,993     2.72%
         Savings                                733,283       2,481     1.36%
         Other time                           4,799,252      55,459     4.63%
       Short-term borrowings                    867,995      10,455     4.83%
       Junior subordinated debt                 163,405       3,342     8.20%
       Long-term debt                           151,270       2,166     5.75%
         Total interest bearing
          liabilities and expense             9,956,635      95,896     3.86%
       Demand deposits -
        noninterest bearing                   1,697,601
       Other liabilities                        178,530
         Total liabilities                   11,832,766
       Shareholders' equity                   1,122,820
         Total                              $12,955,586
       Net interest revenue                                $109,141
       Net interest margin                                              3.69%
       Net interest rate spread                                         3.08%
       Interest bearing liabilities to
        interest earning assets                                        84.02%

       Net interest tax equivalent
        adjustment                                           $2,482



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                         and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)

                                                     Year to Date
                                                     June 30, 2008
                                             Average                  Yield/
       (Taxable equivalent basis)            Balance      Interest     Rate
       ASSETS
       Loans, loans held for sale, and
        leases net of unearned income        $9,440,229    $311,774     6.64%
       Held-to-maturity securities:
         Taxable                              1,359,499      30,991     4.58%
         Tax-exempt                             187,888       6,307     6.75%
       Available-for-sale securities:
         Taxable                                834,621      18,095     4.36%
         Tax-exempt                             106,885       3,791     7.13%
       Short-term investments                    23,344         468     4.04%
         Total interest earning
          assets and revenue                 11,952,466     371,426     6.25%
       Other assets                           1,278,802
       Less:  allowance for credit losses      (122,936)
           Total                            $13,108,332

       LIABILITIES AND
       SHAREHOLDERS' EQUITY
       Deposits:
         Demand - interest bearing           $3,451,922     $30,195     1.76%
         Savings                                720,998       2,834     0.79%
         Other time                           4,170,695      86,638     4.18%
       Short-term borrowings                  1,318,695      15,028     2.29%
       Junior subordinated debt                 160,312       6,244     7.83%
       Long-term debt                           269,153       5,369     4.01%
         Total interest bearing
          liabilities and expense            10,091,775     146,308     2.92%
       Demand deposits -
        noninterest bearing                   1,637,524
       Other liabilities                        166,020
         Total liabilities                   11,895,319
       Shareholders' equity                   1,213,013
         Total                              $13,108,332
       Net interest revenue                                $225,118
       Net interest margin                                              3.79%
       Net interest rate spread                                         3.33%
       Interest bearing liabilities to
        interest earning assets                                        84.43%

       Net interest tax equivalent
        adjustment                                           $5,205



                              BancorpSouth, Inc.
                Average Balances, Interest Income and Expense,
                         and Average Yields and Rates
                            (Dollars in thousands)
                                 (Unaudited)

                                                     Year to Date
                                                     June 30, 2007
                                             Average                  Yield/
       (Taxable equivalent basis)            Balance      Interest     Rate
       ASSETS
       Loans, loans held for sale, and
        leases net of unearned income        $8,604,184    $327,377     7.67%
       Held-to-maturity securities:
         Taxable                              1,526,653      33,667     4.45%
         Tax-exempt                             186,492       6,244     6.75%
       Available-for-sale securities:
         Taxable                                999,464      20,430     4.12%
         Tax-exempt                              88,596       3,270     7.44%
       Short-term investments                   134,464       3,699     5.55%
         Total interest earning
          assets and revenue                 11,539,853     394,687     6.90%
       Other assets                           1,192,296
       Less:  allowance for credit losses      (104,373)
           Total                            $12,627,776

       LIABILITIES AND
       SHAREHOLDERS' EQUITY
       Deposits:
         Demand - interest bearing           $3,186,340     $41,879     2.65%
         Savings                                728,095       4,864     1.35%
         Other time                           4,661,361     107,443     4.65%
       Short-term borrowings                    815,275      19,548     4.84%
       Junior subordinated debt                 157,356       6,423     8.23%
       Long-term debt                           146,254       4,211     5.81%
         Total interest bearing
          liabilities and expense             9,694,681     184,368     3.84%
       Demand deposits -
        noninterest bearing                   1,679,381
       Other liabilities                        164,286
         Total liabilities                   11,538,348
       Shareholders' equity                   1,089,428
         Total                              $12,627,776
       Net interest revenue                                $210,319
       Net interest margin                                              3.68%
       Net interest rate spread                                         3.06%
       Interest bearing liabilities to
        interest earning assets                                        84.01%

       Net interest tax equivalent
        adjustment                                           $4,992

SOURCE BancorpSouth, Inc.

Tags: ,FIN,ERN,CCA,DIV,MS-BancorpSouth-earns
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