Exhibit 99.1

News Release

 

 

Contact:
William L. Prater				Will Fisackerly
Treasurer and				Senior Vice President and
Chief Financial Officer				Director of Corporate Finance
662/680-2536				662/680-2475

BancorpSouth Announces Fourth Quarter 2013 Earnings of

$27.7 Million or $0.29 per Diluted Share

TUPELO, Miss., January 22, 2014/PRNewswire — BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter and year ended December 31, 2013.

Highlights for the fourth quarter of 2013 included:

 

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Net income of $27.7 million or $0.29 per diluted share.

 

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Acquired Houston, Texas based Gem Insurance Agencies, LP (“GEM”), which is expected to produce annual insurance commission revenues of approximately $9 million.

 

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Generated net loan growth of $184.9 million, or 8.4 percent annualized, which represents the third consecutive quarter of net loan growth.

 

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The net interest margin increased to 3.52 percent for the fourth quarter of 2013 from 3.45 percent for the third quarter of 2013, benefitting from continued reduced funding costs as well as net loan growth.

 

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Non-performing loans and leases (“NPLs”) declined $23.9 million, or 16.6 percent, compared to the third quarter of 2013, while non-performing assets (“NPAs”) decreased $31.4 million, or 14.2 percent, over the same period.

The Company reported net income of $27.7 million, or $0.29 per diluted share, for the fourth quarter of 2013 compared with net income of $17.0 million, or $0.18 per diluted share, for the fourth quarter of 2012 and net income of $24.9 million, or $0.26 per diluted share, for the third quarter of 2013. Additionally, the Company reported total net income of $94.1 million, or $0.99 per diluted share, for the year ended December 31, 2013 compared to $84.3 million, or $0.90 per diluted share, for the year ended December 31, 2012.

“Our results for the fourth quarter are reflective of the commitment that we have made to grow our Company,” remarked Dan Rollins, Chief Executive Officer. “We are pleased to report net

 

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BancorpSouth, Inc.

Box 789 — Tupelo, MS 38802-0789 — (662) 680-2000

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BXS Announces Fourth Quarter Results

Page 2

January 22, 2014

 

loan growth of almost $185 million, or 8.4 percent on an annualized basis. This accomplishment is attributable to the hard work and efforts of our lending team. While we have continued to produce quality credits throughout the cycle, these efforts are becoming more visible as the headwind caused by problem asset runoff continues to subside. These efforts contributed to improvement in our net interest margin for the quarter, which improved to 3.52 percent from 3.45 percent for the third quarter, as well as growth in net interest income.”

“We are also excited about the opportunity that the transaction with GEM provides for us to be able to continue to expand our insurance operations, particularly in a high-growth market like Houston, Texas,” commented Rollins. “GEM produces insurance commission revenues of approximately $9 million annually and, combined with our legacy Houston operation, should provide a solid foundation for us to be able to continue to grow in that market.”

Rollins added, “Our financial performance continues to benefit from consistent credit quality improvement.” Earnings for the quarter reflected no recorded provision for credit losses, which was a decrease from $6.0 million for the fourth quarter of 2012 and $0.5 million for the third quarter of 2013. NPLs declined $23.9 million, or 16.6 percent, during the fourth quarter of 2013 to $120.4 million at December 31, 2013 compared with $144.3 million at September 30, 2013 and declined $113.1 million, or 48.5 percent, from $233.6 million at December 31, 2012. In addition, total NPAs declined $31.4 million, or 14.2 percent, to $189.7 million at December 31, 2013 compared with $221.2 million at September 30, 2013 and declined $147.1 million, or 43.7 percent, from $336.8 million at December 31, 2012. Net charge-offs were $0.7 million for the fourth quarter of 2013 compared with $7.6 million for the third quarter of 2013 and $10.6 million for the fourth quarter of 2012.

Net Interest Revenue

Net interest revenue was $102.4 million for the fourth quarter of 2013, an increase of 1.5 percent from $100.9 million for the fourth quarter of 2012 and an increase of 2.2 percent from $100.2 million for the third quarter of 2013. The fully taxable equivalent net interest margin was 3.52 percent for the fourth quarter of 2013 compared to 3.44 percent for the fourth quarter of 2012 and 3.45 percent for the third quarter of 2013. Yields on loans and leases declined to 4.52 percent for the fourth quarter of 2013 compared with 4.76 percent for the fourth quarter of 2012 and 4.55 percent for the third quarter of 2013, while yields on total interest earning assets decreased to 3.86 percent for the fourth quarter of 2013 compared with 3.97 percent for the fourth quarter of 2012 and increased from 3.85 percent for the third quarter of 2013. The average cost of deposits declined to 0.34 percent for the fourth quarter of 2013 from 0.47 percent for the fourth quarter of 2012 and 0.36 percent for the third quarter of 2013.

Asset, Deposit and Loan Activity

Total assets were $13.0 billion at December 31, 2013 compared with $13.4 billion at December 31, 2012. Total deposits were $10.8 billion at December 31, 2013 compared with $11.1 billion at December 31, 2012. Loans and leases, net of unearned income, were $9.0 billion at December 31, 2013 compared with $8.6 billion at December 31, 2012.

 

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BXS Announces Fourth Quarter Results

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January 22, 2014

 

The decrease in time deposits of $285.0 million, or 11.0 percent, at December 31, 2013 compared to December 31, 2012 was partially offset by growth in noninterest bearing demand deposits, which increased $99.4 million, or 3.9 percent, over the same period. Additionally, savings deposits increased $88.3 million, or 7.7 percent, while interest bearing demand deposits declined $217.0 million, or 4.5 percent, over the same period. As of December 31, 2013, $870.9 million of time deposits were scheduled to mature during the following two quarters at a weighted average rate of 0.90 percent.

Provision for Credit Losses and Allowance for Credit Losses

For the fourth quarter of 2013, no provision for credit losses was recorded, compared with $6.0 million for the fourth quarter of 2012 and $0.5 million for the third quarter of 2013. Net charge-offs for the fourth quarter of 2013 were $0.7 million, compared with $10.6 million for the fourth quarter of 2012 and $7.6 million for the third quarter of 2013. Recoveries of previously charged-off loans were $7.6 million for the fourth quarter of 2013, compared with $9.2 million for the fourth quarter of 2012 and $4.3 million for the third quarter of 2013. Annualized net charge-offs were 0.03 percent of average loans and leases for the fourth quarter of 2013, compared with 0.49 percent for the fourth quarter of 2012 and 0.35 percent for the third quarter of 2013.

NPLs were $120.4 million, or 1.34 percent of net loans and leases, at December 31, 2013, compared with $233.6 million, or 2.70 percent of net loans and leases, at December 31, 2012, and $144.3 million, or 1.65 percent of net loans and leases, at September 30, 2013. The allowance for credit losses was $153.2 million, or 1.71 percent of net loans and leases, at December 31, 2013 compared with $164.5 million, or 1.90 percent of net loans and leases, at December 31, 2012 and $154.0 million, or 1.76 percent of net loans and leases, at September 30, 2013.

NPLs at December 31, 2013 consisted primarily of $92.2 million of nonaccrual loans, compared with $121.4 million of nonaccrual loans at September 30, 2013. Payments received on nonaccrual loans during the fourth quarter of 2013 totaled $25.3 million, compared with payments received on such loans of $27.7 million during the third quarter of 2013. NPLs at December 31, 2013 also included $1.2 million of loans 90 days or more past due and still accruing, compared with $1.5 million of such loans at September 30, 2013, and included restructured loans still accruing of $27.0 million at December 31, 2013, compared with $21.5 million of such loans at September 30, 2013. Early stage past due loans, representing loans 30-89 days past due, totaled $33.8 million at December 31, 2013 compared to $28.9 million at September 30, 2013.

Included in nonaccrual loans at December 31, 2013 were $48.1 million of loans, or 52.2 percent of total nonaccrual loans, that were paying as agreed, compared with $61.5 million, or 50.6 percent of total nonaccrual loans, at September 30, 2013. 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 would 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.

 

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BXS Announces Fourth Quarter Results

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January 22, 2014

 

Other real estate owned (“OREO”) decreased $7.5 million to $69.3 million during the fourth quarter of 2013 from $76.9 million at September 30, 2013. This net decrease reflected $7.9 million of OREO added through foreclosure, offset by sales of OREO of $14.3 million. Write-downs in the value of existing properties were $1.1 million for the fourth quarter of 2013 compared to $1.8 million for the third quarter of 2013. Sales of OREO during the fourth quarter of 2013 resulted in a net loss of $0.9 million compared to a net loss of $0.4 million for the third quarter of 2013. At December 31, 2013, OREO was carried at 43.6 percent of the aggregate loan balances at the time of foreclosure, compared with 45.6 percent at September 30, 2013.

Noninterest Revenue

Noninterest revenue was $65.1 million for the fourth quarter of 2013, compared with $70.9 million for the fourth quarter of 2012 and $62.5 million for the third quarter of 2013. These results included a positive mortgage servicing rights (“MSR”) valuation adjustment of $2.9 million for the fourth quarter of 2013 compared with a positive MSR valuation adjustment of $0.2 million for the fourth quarter of 2012 and a negative MSR valuation adjustment of $0.2 million for the third quarter of 2013.

Excluding the MSR valuation adjustments, net mortgage lending revenue was $6.7 million for the fourth quarter of 2013, compared with $17.0 million for the fourth quarter of 2012 and $5.4 million for the third quarter of 2013. Mortgage origination volume for the fourth quarter of 2013 was $222.3 million, compared with $549.4 million for the fourth quarter of 2012 and $341.9 million for the third quarter of 2013.

Credit and debit card fee revenue was $8.3 million for the fourth quarter of 2013, compared with $8.1 million for the fourth quarter of 2012 and $8.8 million for the third quarter of 2013. Deposit service charge revenue was $13.6 million for the fourth quarter of 2013, compared with $13.9 million for the fourth quarter of 2012 and $13.7 million for the third quarter of 2013. Insurance commission revenue was $21.4 million for the fourth quarter of 2013, compared with $20.5 million for the fourth quarter of 2012 and $23.8 million for the third quarter of 2013.

Noninterest Expense

Noninterest expense for the fourth quarter of 2013 was $127.8 million, compared with $143.2 million for the fourth quarter of 2012 and $129.4 million for the third quarter of 2013. Noninterest expense for the third quarter included pre-tax charges of $2.9 million related to the write-off of unamortized issuance costs associated with the redemption of the outstanding 8.15 percent trust preferred securities and $2.8 million to increase the litigation accrual related to probable losses associated with various legal proceedings. Salaries and employee benefits expense was $75.5 million for the fourth quarter of 2013 compared to $77.2 million for the fourth quarter of 2012 and $73.5 million for the third quarter of 2013. Foreclosed property expense was $2.8 million for the fourth quarter of 2013 compared with $12.0 million for the fourth quarter of 2012 and $3.3 million for the third quarter of 2013. Deposit insurance assessments were $2.7 million for the fourth quarter of 2013 compared to $3.1 million for the fourth quarter of 2012 and $3.3 million for the third quarter of 2013.

 

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BXS Announces Fourth Quarter Results

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January 22, 2014

 

Capital Management

BancorpSouth is a “well capitalized” financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 12.99 percent at December 31, 2013 and total risk based capital of 14.25 percent, compared with required minimum levels of 6 percent and 10 percent, respectively, for “well capitalized” classification. The Company’s equity capitalization consists of 100 percent common stock. BancorpSouth’s ratio of shareholders’ equity to assets was 11.61 percent at December 31, 2013, compared with 10.82 percent at December 31, 2012 and 11.46 percent at September 30, 2013. The ratio of tangible shareholders’ equity to tangible assets was 9.44 percent at December 31, 2013, compared with 8.83 percent at December 31, 2012 and 9.43 percent at September 30, 2013.

Recent Transaction Announcements

On December 18, 2013, BancorpSouth Insurance Services, Inc. acquired the assets of Houston, Texas based GEM Insurance Agencies, LP. GEM was formed in 1954 and produces annual commission revenues of approximately $9 million. As a part of the transaction, the Company’s existing Houston office will re-locate into GEM’s current office located at 3355 West Alabama Street in Houston. The combined operations are expected to produce annual revenues of approximately $11 million.

On January 8, 2014, the Company announced the signing of a definitive merger agreement with Ouachita Bancshares Corp., parent company of Ouachita Independent Bank (collectively referred to as “OIB”), headquartered in Monroe, Louisiana, pursuant to which Ouachita Bancshares Corp. will be merged with and into the Company. OIB operates twelve (12) full-service banking offices along the I-20 corridor and has loan production offices in Madison, Mississippi and Natchitoches, Louisiana. As of December 31, 2013 (unaudited), OIB, on a consolidated basis, reported total assets of $652.5 million, total loans of $477.8 million and total deposits of $549.7 million. Under the terms of the definitive agreement, the Company will issue a maximum of 3,675,000 shares of the Company’s common stock plus $22.875 million in cash for all outstanding shares of Ouachita Bancshares Corp.’s capital stock, subject to certain conditions and potential adjustments. The terms of the agreement provide for a collar with respect to the total deal value ranging from $99 million to $112 million. The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2014. The transaction is subject to certain conditions, including the approval by OIB’s shareholders and customary regulatory approvals.

Earlier today, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation will be merged with and into the Company. Central Community Corporation is the parent company of First State Bank Central Texas (“First State Bank”), which is headquartered in Austin, Texas. First State Bank operates 31 full-service banking offices in central Texas. As of December 31, 2013 (unaudited), Central Community Corporation, on a consolidated basis, reported total assets of $1.3 billion, total loans of $555.5 million and total deposits of $1.1 billion. Under the terms of the definitive agreement, the Company will issue

 

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BXS Announces Fourth Quarter Results

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January 22, 2014

 

approximately 7,250,000 shares of the Company’s common stock plus $28.5 million in cash for all outstanding shares of Central Community Corporation’s capital stock, subject to certain conditions and potential adjustments. The merger has been unanimously approved by the Boards of Directors of both companies and is expected to close during the second quarter of 2014. The transaction is subject to certain conditions, including the approval by Central Community Corporation’s shareholders and customary regulatory approvals.

Summary

Rollins concluded, “We are extremely proud of the progress that our Company made during 2013. Going into the year, we consistently communicated the need to grow while improving our cost structure. We have made meaningful strides towards both goals. We reported net loan growth for three consecutive quarters, which contributed to net loan growth of almost 4 percent for the year. We have also continued to drive expenses down through specific initiatives as well as through more disciplined expense management. As we look to 2014, the goals are the same. There remains work to be done to right-size our cost structure and we must continue to grow. We are excited about the two bank deals that have been announced this month and the opportunities they will provide for our Company going forward. We believe both of these deals will be an integral part of our strategy to grow and to better leverage our current operating structure.”

Conference Call

BancorpSouth will conduct a conference call to discuss its fourth quarter 2013 results on January 23, 2014, 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.

About BancorpSouth, Inc.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi, with $13.0 billion in assets. BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 292 commercial banking, mortgage, and insurance locations in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.

In connection with the proposed merger of Ouachita Bancshares Corp. with and into BancorpSouth, BancorpSouth will file a registration statement on Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and Ouachita Bancshares Corp. are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration statement, because it will contain important information about the merger, BancorpSouth and Ouachita Bancshares Corp. After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made available for free from the Corporate Secretary of each of BancorpSouth and Ouachita Bancshares Corp.

 

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BXS Announces Fourth Quarter Results

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January 22, 2014

 

In connection with the proposed merger of Central Community Corporation with and into BancorpSouth, BancorpSouth will file a registration statement on Form S-4 with the Securities and Exchange Commission. Shareholders of BancorpSouth and Central Community Corporation are encouraged to read the registration statement, including the proxy statement/prospectus that will be a part of the registration statement, because it will contain important information about the merger, BancorpSouth and Central Community Corporation After the registration statement is filed with the SEC, the proxy statement/prospectus and other relevant documents will be available for free on the SEC’s web site (www.sec.gov), and the proxy statement/prospectus will also be made available for free from the Corporate Secretary of each of BancorpSouth and Central Community Corporation

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 revenue estimates for the Company’s operations in Houston, Texas following the closing of the transaction with GEM and the potential for expansion of the Company’s business in Houston, the terms and closing of the proposed transactions with Ouachita Bancshares Corp. and Central Community Corporation, acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company’s products and services, the opportunities to enhance market share in certain markets and market acceptance of the Company generally in new markets, the impact of cost-saving initiatives, our ability to improve efficiency, 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, the ability to obtain required shareholder and regulatory approvals of the mergers, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corp. to close the mergers, the ability of the Company to expand its insurance operations in Houston, conditions in the financial markets and economic conditions generally, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, losses resulting from the significant amount of the Company’s other real estate owned, limitations on the Company’s ability to declare and pay dividends, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, governmental regulation, including the Dodd Frank Act, and supervision of the Company’s operations, the short-term and long-term impact of changes to banking capital standards on the Company’s regulatory capital and liquidity, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic or environmental 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, the Company’s ability to adapt its products and services to evolving industry standards and consumer preferences, 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, unfavorable ratings by rating agencies, 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, 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.

 

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BXS Announces Fourth Quarter Results

Page 8

January 22, 2014

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

 

 

 

		Quarter Ended 12/31/2013				Quarter Ended 9/30/2013				Quarter Ended 6/30/2013				Quarter Ended 3/31/2013				Quarter Ended 12/31/2012
Earnings Summary:
Interest revenue		$	112,510			$	111,961			$	112,009			$	113,027			$	117,095
Interest expense			10,093				11,720				13,796				14,949				16,234
Net interest revenue			102,417				100,241				98,213				98,078				100,861
Provision for credit losses			—				500				3,000				4,000				6,000
Net interest revenue, after provision for credit losses			102,417				99,741				95,213				94,078				94,861
Noninterest revenue			65,125				62,514				76,109				71,318				70,901
Noninterest expense			127,830				129,397				142,251				135,371				143,219
Income before income taxes			39,712				32,858				29,071				30,025				22,543
Income tax expense			12,014				8,001				8,316				9,220				5,563
Net income		$	27,698			$	24,857			$	20,755			$	20,805			$	16,980
Balance Sheet - Period End Balances
Total assets		$	13,029,733			$	12,916,153			$	13,217,705			$	13,393,135			$	13,397,198
Total earning assets			11,814,060				11,765,785				11,961,836				12,263,743				12,179,958
Total securities			2,466,989				2,554,156				2,644,939				2,607,176				2,434,032
Loans and leases, net of unearned income			8,958,015				8,773,115				8,678,714				8,581,538				8,636,989
Allowance for credit losses			153,236				153,974				161,047				162,601				164,466
Total deposits			10,773,836				10,717,946				10,961,618				11,164,926				11,088,146
Long-term debt			81,714				83,500				33,500				33,500				33,500
Total shareholders’ equity			1,513,130				1,480,611				1,459,793				1,465,180				1,449,052
Balance Sheet - Average Balances
Total assets		$	12,955,127			$	12,928,505			$	13,146,040			$	13,249,374			$	13,143,193
Total earning assets			11,869,072				11,846,790				12,060,189				12,154,624				12,045,432
Total securities			2,511,888				2,598,786				2,616,274				2,520,414				2,454,031
Loans and leases, net of unearned income			8,830,917				8,682,966				8,588,673				8,580,329				8,635,139
Total deposits			10,739,352				10,745,945				10,938,489				11,090,989				10,938,246
Long-term debt			81,714				62,848				33,500				33,500				33,500
Total shareholders’ equity			1,501,928				1,474,047				1,475,211				1,462,140				1,454,417
Nonperforming Assets:
Non-accrual loans and leases		$	92,173			$	121,353			$	149,542			$	188,190			$	207,241
Loans and leases 90+ days past due, still accruing			1,226				1,479				1,440				1,125				1,210
Restructured loans and leases, still accruing			27,007				21,502				16,953				17,702				25,099
Non-performing loans (NPLs)			120,406				144,334				167,935				207,017				233,550
Other real estate owned			69,338				76,853				88,438				96,314				103,248
Non-performing assets (NPAs)		$	189,744			$	221,187			$	256,373			$	303,331			$	336,798
Financial Ratios and Other Data:
Return on average assets			0.85	%			0.76	%			0.63	%			0.64	%			0.51	%
Return on average shareholders’ equity			7.32	%			6.69	%			5.64	%			5.77	%			4.64	%
Return on tangible equity			9.16	%			8.29	%			7.12	%			7.19	%			5.84	%
Pre-tax pre-provision return on average assets			1.22	%			1.02	%			0.98	%			1.04	%			0.86	%
Non-interest income to average assets			1.99	%			1.92	%			2.32	%			2.18	%			2.15	%
Non-interest expense to average assets			3.91	%			3.97	%			4.34	%			4.14	%			4.34	%
Net interest margin-fully taxable equivalent			3.52	%			3.45	%			3.36	%			3.37	%			3.44	%
Net interest rate spread			3.39	%			3.32	%			3.21	%			3.21	%			3.26	%
Efficiency ratio (tax equivalent)			75.00	%			78.11	%			80.25	%			78.55	%			81.93	%
Loan/deposit ratio			83.15	%			81.85	%			79.17	%			76.86	%			77.89	%
Price to earnings mult (avg)			25.68				22.66				20.34				18.74				16.16
Market value to book value			160.04	%			128.22	%			115.42	%			105.88	%			94.87	%
Market value to book value (avg)			143.60	%			126.22	%			107.59	%			98.61	%			90.83	%
Headcount FTE			4,005				3,994				4,077				4,229				4,249

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BXS Announces Fourth Quarter Results

Page 9

January 22, 2014

BancorpSouth, Inc.

Selected Financial Information

(Dollars in thousands, except per share data)

(Unaudited)

 

 

		Quarter Ended 12/31/2013				Quarter Ended 9/30/2013				Quarter Ended 6/30/2013				Quarter Ended 3/31/2013				Quarter Ended 12/31/2012
Credit Quality Ratios:
Net charge-offs to average loans and leases (annualized)			0.03	%			0.35	%			0.21	%			0.27	%			0.49	%
Provision for credit losses to average loans and leases (annualized)			0.00	%			0.02	%			0.14	%			0.19	%			0.28	%
Allowance for credit losses to net loans and leases			1.71	%			1.76	%			1.86	%			1.89	%			1.90	%
Allowance for credit losses to non-performing loans and leases			127.27	%			106.68	%			95.90	%			78.54	%			70.42	%
Allowance for credit losses to non-performing assets			80.76	%			69.61	%			62.82	%			53.61	%			48.83	%
Non-performing loans and leases to net loans and leases			1.34	%			1.65	%			1.94	%			2.41	%			2.70	%
Non-performing assets to net loans and leases			2.12	%			2.52	%			2.95	%			3.53	%			3.90	%
Equity Ratios:
Total shareholders’ equity to total assets			11.61	%			11.46	%			11.04	%			10.94	%			10.82	%
Tangible shareholders’ equity to tangible assets			9.44	%			9.43	%			9.04	%			8.96	%			8.83	%
Capital Adequacy:
Tier 1 capital			12.99	%			13.25	%			14.21	%			14.06	%			13.77	%
Total capital			14.25	%			14.50	%			15.47	%			15.31	%			15.03	%
Tier 1 leverage capital			9.93	%			9.93	%			10.58	%			10.33	%			10.25	%
Estimated for current quarter
Common Share Data:
Basic earnings per share		$	0.29			$	0.26			$	0.22			$	0.22			$	0.18
Diluted earnings per share			0.29				0.26				0.22				0.22				0.18
Cash dividends per share			0.05				0.05				0.01				0.01				0.01
Book value per share			15.89				15.55				15.34				15.39				15.33
Tangible book value per share			12.60				12.50				12.28				12.33				12.23
Market value per share (last)			25.42				19.94				17.70				16.30				14.54
Market value per share (high)			25.54				20.77				18.06				16.52				15.00
Market value per share (low)			19.64				17.76				14.72				14.14				12.55
Market value per share (avg)			22.81				19.63				16.50				15.18				13.92
Dividend payout ratio			17.19	%			19.15	%			4.59	%			4.55	%			5.57	%
Total shares outstanding			95,261,691				95,211,602				95,190,797				95,174,441				94,549,867
Average shares outstanding - basic			95,217,203				95,201,238				95,177,167				94,595,897				94,496,341
Average shares outstanding - diluted			95,644,383				95,519,318				95,405,965				94,756,356				94,616,383
Yield/Rate:
(Taxable equivalent basis)
Loans, loans held for sale, and leases net of unearned income			4.52	%			4.55	%			4.62	%			4.70	%			4.76	%
Available-for-sale securities:
Taxable			1.51	%			1.50	%			1.55	%			1.70	%			1.76	%
Tax-exempt			5.52	%			5.61	%			5.47	%			5.53	%			5.42	%
Short-term investments			0.25	%			0.25	%			0.25	%			0.25	%			0.25	%
Total interest earning assets and revenue			3.86	%			3.85	%			3.82	%			3.87	%			3.97	%
Deposits:			0.34	%			0.36	%			0.39	%			0.43	%			0.47	%
Demand - interest bearing			0.18	%			0.18	%			0.21	%			0.26	%			0.30	%
Savings			0.13	%			0.12	%			0.14	%			0.18	%			0.22	%
Other time			1.13	%			1.18	%			1.23	%			1.27	%			1.32	%
Short-term borrowings			0.07	%			0.07	%			0.07	%			0.07	%			0.07	%
Junior subordinated debt			2.96	%			6.57	%			7.16	%			7.23	%			7.12	%
Long-term debt			2.94	%			3.19	%			4.18	%			4.21	%			4.14	%
Total interest bearing liabilities and expense			0.46	%			0.53	%			0.61	%			0.66	%			0.71	%
Interest bearing liabilities to interest earning assets			72.91	%			74.15	%			74.70	%			75.54	%			75.15	%
Net interest tax equivalent adjustment		$	2,893			$	2,905			$	2,931			$	2,939			$	3,162

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BXS Announces Fourth Quarter Results

Page 10

January 22, 2014

BancorpSouth, Inc.

Consolidated Balance Sheets

(Unaudited)

 

		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
		(Dollars in thousands)
Assets
Cash and due from banks		$	208,961			$	199,464			$	268,647			$	147,947			$	223,814
Interest bearing deposits with other banks			319,462				361,401				526,608				969,506				979,800
Available-for-sale securities, at fair value			2,466,989				2,554,156				2,644,939				2,607,176				2,434,032
Loans and leases			8,993,888				8,806,392				8,711,023				8,614,791				8,672,752
Less: Unearned income			35,873				33,277				32,309				33,253				35,763
Allowance for credit losses			153,236				153,974				161,047				162,601				164,466
Net loans and leases			8,804,779				8,619,141				8,517,667				8,418,937				8,472,523
Loans held for sale			69,593				77,114				111,574				105,523				129,138
Premises and equipment, net			315,260				314,441				313,079				313,980				319,456
Accrued interest receivable			42,150				43,034				41,425				44,696				44,356
Goodwill			286,800				275,173				275,173				275,173				275,173
Other identifiable intangibles			26,079				15,179				15,865				16,586				17,329
Bank owned life insurance			239,434				236,969				235,015				233,007				231,120
Other real estate owned			69,338				76,853				88,438				96,314				103,248
Other assets			180,888				143,228				179,275				164,290				167,209
Total Assets		$	13,029,733			$	12,916,153			$	13,217,705			$	13,393,135			$	13,397,198
Liabilities
Deposits:
Demand: Noninterest bearing		$	2,644,592			$	2,597,762			$	2,610,768			$	2,582,859			$	2,545,169
Interest bearing			4,582,450				4,493,359				4,667,041				4,840,330				4,799,496
Savings			1,234,130				1,220,227				1,210,497				1,212,736				1,145,785
Other time			2,312,664				2,406,598				2,473,312				2,529,001				2,597,696
Total deposits			10,773,836				10,717,946				10,961,618				11,164,926				11,088,146
Federal funds purchased and securities sold under agreement to repurchase			421,028				418,623				382,871				353,742				414,611
Accrued interest payable			4,836				5,156				5,230				5,519				6,140
Junior subordinated debt securities			31,446				31,446				160,312				160,312				160,312
Long-term debt			81,714				83,500				33,500				33,500				33,500
Other liabilities			203,743				178,871				214,381				209,956				245,437
Total Liabilities			11,516,603				11,435,542				11,757,912				11,927,955				11,948,146
Shareholders’ Equity
Common stock			238,079				238,029				237,976				237,936				236,375
Capital surplus			312,900				312,798				312,074				311,091				311,909
Accumulated other comprehensive loss			(29,959	)			(39,389	)			(39,333	)			(13,120	)			(8,646	)
Retained earnings			992,110				969,173				949,076				929,273				909,414
Total Shareholders’ Equity			1,513,130				1,480,611				1,459,793				1,465,180				1,449,052
Total Liabilities & Shareholders’ Equity		$	13,029,733			$	12,916,153			$	13,217,705			$	13,393,135			$	13,397,198

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BXS Announces Fourth Quarter Results

Page 11

January 22, 2014

BancorpSouth, Inc.

Consolidated Average Balance Sheets

(Unaudited)

 

		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
		(Dollars in thousands)
Assets
Cash and due from banks		$	163,948			$	163,322			$	160,615			$	169,259			$	164,801
Interest bearing deposits with other banks			471,695				487,075				765,729				963,600				849,710
Available-for-sale securities, at fair value			2,511,888				2,598,786				2,616,274				2,520,414				2,454,031
Loans and leases			8,864,983				8,715,894				8,621,849				8,615,503				8,671,559
Less: Unearned income			34,066				32,928				33,176				35,174				36,420
Allowance for credit losses			153,443				160,609				163,252				166,210				170,081
Net loans and leases			8,677,474				8,522,357				8,425,421				8,414,119				8,465,058
Loans held for sale			54,572				77,964				89,513				90,281				106,552
Premises and equipment, net			315,174				312,724				313,147				316,672				320,439
Accrued interest receivable			39,665				39,354				39,317				40,806				43,144
Goodwill			279,091				275,173				275,173				275,173				275,173
Other identifiable intangibles			18,658				15,446				16,142				16,876				17,511
Bank owned life insurance			237,657				235,708				233,670				231,814				208,504
Other real estate owned			77,211				86,545				91,505				97,336				119,852
Other assets			108,094				114,051				119,534				113,024				118,418
Total Assets		$	12,955,127			$	12,928,505			$	13,146,040			$	13,249,374			$	13,143,193
Liabilities
Deposits:
Demand: Noninterest bearing		$	2,667,667			$	2,551,812			$	2,522,577			$	2,463,436			$	2,482,168
Interest bearing			4,484,269				4,530,219				4,707,277				4,891,412				4,703,500
Savings			1,224,588				1,216,599				1,208,454				1,173,603				1,117,297
Other time			2,362,828				2,447,315				2,500,181				2,562,538				2,635,281
Total deposits			10,739,352				10,745,945				10,938,489				11,090,989				10,938,246
Federal funds purchased and securities sold under agreement to repurchase			469,245				441,807				399,789				360,178				401,968
Accrued interest payable			5,051				5,391				5,481				7,026				7,613
Junior subordinated debt securities			31,446				86,074				160,312				160,312				160,312
Long-term debt			81,714				62,848				33,500				33,500				33,500
Other liabilities			126,391				112,393				133,258				135,229				147,137
Total Liabilities			11,453,199				11,454,458				11,670,829				11,787,234				11,688,776
Shareholders’ Equity
Common stock			238,038				237,997				237,956				236,922				236,197
Capital surplus			312,835				312,349				311,480				311,603				311,540
Accumulated other comprehensive (loss) income			(32,267	)			(43,695	)			(15,277	)			(10,313	)			1,260
Retained earnings			983,322				967,396				941,052				923,928				905,420
Total Shareholders’ Equity			1,501,928				1,474,047				1,475,211				1,462,140				1,454,417
Total Liabilities & Shareholders’ Equity		$	12,955,127			$	12,928,505			$	13,146,040			$	13,249,374			$	13,143,193

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BXS Announces Fourth Quarter Results

Page 12

January 22, 2014

BancorpSouth, Inc.

Consolidated Condensed Statements of Income

(Dollars in thousands, except per share data)

(Unaudited)

 

		Quarter Ended																				Year Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12				Dec-13				Dec-12
INTEREST REVENUE:
Loans and leases		$	99,989			$	98,836			$	98,524			$	99,092			$	102,925			$	396,441			$	425,611
Deposits with other banks			299				310				483				602				529				1,694				1,711
Federal funds sold and securities purchased under agreement to resell			—				—				—				—				—				—				3
Available-for-sale securities:
Taxable			7,963				8,218				8,405				8,700				8,729				33,286				39,408
Tax-exempt			3,810				3,866				3,911				3,960				4,083				15,547				16,658
Loans held for sale			449				731				686				673				829				2,539				3,033
Total interest revenue			112,510				111,961				112,009				113,027				117,095				449,507				486,424
INTEREST EXPENSE:
Interest bearing demand			2,036				2,061				2,423				3,125				3,588				9,645				16,111
Savings			387				383				422				513				606				1,705				2,697
Other time			6,746				7,271				7,671				8,041				8,749				29,729				39,797
Federal funds purchased and securities sold under agreement to repurchase			84				80				70				63				72				297				274
Long-term debt			605				501				349				348				349				1,803				1,446
Junior subordinated debt			235				1,424				2,860				2,857				2,869				7,376				11,502
Other			—				—				1				2				1				3				6
Total interest expense			10,093				11,720				13,796				14,949				16,234				50,558				71,833
Net interest revenue			102,417				100,241				98,213				98,078				100,861				398,949				414,591
Provision for credit losses			—				500				3,000				4,000				6,000				7,500				28,000
Net interest revenue, after provision for credit losses			102,417				99,741				95,213				94,078				94,861				391,449				386,591
NONINTEREST REVENUE:
Mortgage lending			9,605				5,134				17,892				12,346				17,188				44,977				56,919
Credit card, debit card and merchant fees			8,324				8,834				8,324				7,523				8,125				33,005				31,705
Deposit service charges			13,570				13,679				12,824				12,832				13,875				52,905				56,877
Trust income			3,717				3,332				3,192				3,210				3,391				13,451				11,913
Security gains (losses), net			29				(5	)			3				19				152				46				442
Insurance commissions			21,397				23,800				25,862				26,641				20,502				97,700				90,138
Other			8,483				7,740				8,012				8,747				7,668				32,982				32,155
Total noninterest revenue			65,125				62,514				76,109				71,318				70,901				275,066				280,149
NONINTEREST EXPENSE:
Salaries and employee benefits			75,466				73,532				78,284				79,414				77,203				306,696				304,624
Occupancy, net of rental income			9,935				10,360				10,577				10,237				10,643				41,109				42,140
Equipment			4,298				4,555				4,585				4,948				5,309				18,386				20,849
Deposit insurance assessments			2,687				3,325				2,939				2,804				3,103				11,755				16,478
Voluntary early retirement expense			—				—				10,850				—				—				10,850				—
Write-off and amortization of bond issue cost			12				2,907				38				38				38				2,995				153
Other			35,432				34,718				34,978				37,930				46,923				143,058				164,949
Total noninterest expenses			127,830				129,397				142,251				135,371				143,219				534,849				549,193
Income before income taxes			39,712				32,858				29,071				30,025				22,543				131,666				117,547
Income tax expense			12,014				8,001				8,316				9,220				5,563				37,551				33,252
Net income		$	27,698			$	24,857			$	20,755			$	20,805			$	16,980			$	94,115			$	84,295
Net income per share: Basic		$	0.29			$	0.26			$	0.22			$	0.22			$	0.18			$	0.99			$	0.90
Diluted		$	0.29			$	0.26			$	0.22			$	0.22			$	0.18			$	0.99			$	0.90

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BXS Announces Fourth Quarter Results

Page 13

January 22, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
LOAN AND LEASE PORTFOLIO:
Commercial and industrial		$	1,529,249			$	1,503,809			$	1,552,762			$	1,480,916			$	1,476,611
Real estate
Consumer mortgages			1,976,073				1,931,171				1,880,338				1,871,312				1,873,875
Home equity			494,339				490,361				482,068				482,398				486,074
Agricultural			234,576				234,547				237,914				249,467				256,196
Commercial and industrial-owner occupied			1,473,320				1,422,077				1,375,711				1,334,974				1,333,103
Construction, acquisition and development			741,458				723,609				709,499				728,092				735,808
Commercial real estate			1,846,039				1,795,352				1,754,841				1,739,533				1,748,881
Credit cards			111,328				105,112				103,251				98,803				104,884
All other			551,633				567,077				582,330				596,043				621,557
Total loans		$	8,958,015			$	8,773,115			$	8,678,714			$	8,581,538			$	8,636,989
ALLOWANCE FOR CREDIT LOSSES:
Balance, beginning of period		$	153,974			$	161,047			$	162,601			$	164,466			$	169,019
Loans and leases charged off:
Commercial and industrial			(837	)			(889	)			(1,008	)			(1,938	)			(2,174	)
Real estate
Consumer mortgages			(1,435	)			(2,996	)			(3,114	)			(1,614	)			(3,789	)
Home equity			(287	)			(379	)			(201	)			(602	)			(1,064	)
Agricultural			(238	)			(169	)			(327	)			(2	)			(456	)
Commercial and industrial-owner occupied			(1,041	)			(1,684	)			(830	)			(300	)			(1,421	)
Construction, acquisition and development			(1,784	)			(1,727	)			(2,036	)			(1,198	)			(5,286	)
Commercial real estate			(1,039	)			(2,441	)			(3,720	)			(3,141	)			(4,026	)
Credit cards			(559	)			(750	)			(557	)			(450	)			(531	)
All other			(1,108	)			(837	)			(462	)			(492	)			(977	)
Total loans charged off			(8,328	)			(11,872	)			(12,255	)			(9,737	)			(19,724	)
Recoveries:
Commercial and industrial			1,361				820				747				589				3,507
Real estate
Consumer mortgages			1,735				1,516				708				1,108				819
Home equity			97				66				184				260				66
Agricultural			34				48				120				13				10
Commercial and industrial-owner occupied			734				297				1,439				254				561
Construction, acquisition and development			2,483				953				360				886				1,621
Commercial real estate			784				221				3,634				339				2,208
Credit cards			133				164				184				148				144
All other			229				214				325				275				235
Total recoveries			7,590				4,299				7,701				3,872				9,171
Net charge-offs			(738	)			(7,573	)			(4,554	)			(5,865	)			(10,553	)
Provision charged to operating expense			—				500				3,000				4,000				6,000
Balance, end of period		$	153,236			$	153,974			$	161,047			$	162,601			$	164,466
Average loans for period		$	8,830,917			$	8,682,966			$	8,588,673			$	8,580,329			$	8,635,139
Ratio:
Net charge-offs to average loans (annualized)			0.03	%			0.35	%			0.21	%			0.27	%			0.49	%

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BXS Announces Fourth Quarter Results

Page 14

January 22, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
NON-PERFORMING ASSETS
NON-PERFORMING LOANS AND LEASES:
Nonaccrual Loans and Leases
Commercial and industrial		$	3,079			$	5,498			$	6,225			$	7,009			$	9,311
Real estate
Consumer mortgages			25,645				30,569				34,226				39,012				36,133
Home equity			3,695				3,287				3,862				4,272				3,497
Agricultural			1,260				4,086				5,007				6,667				7,587
Commercial and industrial-owner occupied			18,568				18,138				17,084				20,719				20,910
Construction, acquisition and development			17,567				26,127				39,315				51,728				66,635
Commercial real estate			20,972				31,468				40,940				55,318				57,656
Credit cards			119				196				398				418				415
All other			1,268				1,984				2,485				3,047				5,097
Total nonaccrual loans and leases		$	92,173			$	121,353			$	149,542			$	188,190			$	207,241
Loans and Leases 90+ Days Past Due, Still Accruing:
Commercial and industrial		$	27			$	15			$	—			$	22			$	414
Real estate
Consumer mortgages			888				1,178				1,107				842				512
Home equity			—				—				—				—				—
Agricultural			—				—				—				—				10
Commercial and industrial-owner occupied			—				—				—				—				19
Construction, acquisition and development			—				—				—				—				—
Commercial real estate			311				—				120				—				—
Credit cards			—				263				213				261				228
All other			—				23				—				—				27
Total loans and leases 90+ days past due, still accruing			1,226				1,479				1,440				1,125				1,210
Restructured Loans and Leases, Still Accruing			27,007				21,502				16,953				17,702				25,099
Total non-performing loans and leases			120,406				144,334				167,935				207,017				233,550
OTHER REAL ESTATE OWNED:			69,338				76,853				88,438				96,314				103,248
Total Non-performing Assets		$	189,744			$	221,187			$	256,373			$	303,331			$	336,798
Additions to Nonaccrual Loans and Leases During the Quarter		$	18,556			$	21,182			$	21,890			$	22,294			$	44,674
Loans and Leases 30-89 Days Past Due, Still Accruing:
Commercial and industrial		$	2,817			$	1,909			$	1,517			$	1,764			$	3,080
Real estate
Consumer mortgages			14,150				10,914				11,887				11,720				13,403
Home equity			1,828				1,278				1,315				1,567				1,272
Agricultural			495				761				569				757				306
Commercial and industrial-owner occupied			4,081				1,995				1,323				956				3,498
Construction, acquisition and development			1,993				3,920				1,835				4,292				2,303
Commercial real estate			5,574				5,818				535				1,331				1,176
Credit cards			655				688				668				544				777
All other			2,189				1,634				1,591				1,473				2,422
Total Loans and Leases 30-89 days past due, still accruing		$	33,782			$	28,917			$	21,240			$	24,404			$	28,237
Credit Quality Ratios:
Provision for credit losses to average loans and leases (annualized)			0.00	%			0.02	%			0.14	%			0.19	%			0.28	%
Allowance for credit losses to net loans and leases			1.71	%			1.76	%			1.86	%			1.89	%			1.90	%
Allowance for credit losses to non-performing assets			80.76	%			69.61	%			62.82	%			53.61	%			48.83	%
Allowance for credit losses to non-performing loans and leases			127.27	%			106.68	%			95.90	%			78.54	%			70.42	%
Non-performing loans and leases to net loans and leases			1.34	%			1.65	%			1.94	%			2.41	%			2.70	%
Non-performing assets to net loans and leases			2.12	%			2.52	%			2.95	%			3.53	%			3.9 0	%

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BXS Announces Fourth Quarter Results

Page 15

January 22, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
REAL ESTATE CONSTRUCTION, ACQUISITION AND DEVELOPMENT (“CAD”) PORTFOLIO:
Outstanding Balance
Multi-family construction		$	7,702			$	7,974			$	8,902			$	8,182			$	6,542
One-to-four family construction			224,286				203,988				202,603				193,032				177,392
Recreation and all other loans			36,868				41,762				42,132				42,909				44,840
Commercial construction			150,847				139,041				117,901				111,702				114,099
Commercial acquisition and development			128,157				136,206				136,174				154,997				161,546
Residential acquisition and development			193,598				194,638				201,787				217,270				231,389
Total outstanding balance		$	741,458			$	723,609			$	709,499			$	728,092			$	735,808
Nonaccrual CAD Loans
Multi-family construction		$	—			$	—			$	—			$	—			$	—
One-to-four family construction			2,937				3,249				6,193				8,154				10,609
Recreation and all other loans			728				782				800				978				1,160
Commercial construction			865				1,686				2,765				3,381				5,889
Commercial acquisition and development			6,890				11,150				14,225				14,240				17,337
Residential acquisition and development			6,147				9,260				15,332				24,975				31,640
Total nonaccrual CAD loans		$	17,567			$	26,127			$	39,315			$	51,728			$	66,635
CAD Loans 90+ Days Past Due, Still Accruing:
Multi-family construction		$	—			$	—			$	—			$	—			$	—
One-to-four family construction			—				—				—				—				—
Recreation and all other loans			—				—				—				—				—
Commercial construction			—				—				—				—				—
Commercial acquisition and development			—				—				—				—				—
Residential acquisition and development			—				—				—				—				—
Total CAD loans 90+ days past due, still accruing		$	—			$	—			$	—			$	—			$	—
Restructured CAD Loans, Still Accruing
Multi-family construction		$	—			$	—			$	—			$	—			$	—
One-to-four family construction			1,274				1,028				867				—				781
Recreation and all other loans			13				15				15				17				17
Commercial construction			346				348				351				—				—
Commercial acquisition and development			1,990				2,010				2,030				2,047				458
Residential acquisition and development			3,111				3,162				3,458				5,148				4,107
Total restructured CAD loans, still accruing		$	6,734			$	6,563			$	6,721			$	7,212			$	5,363
Total Non-performing CAD loans		$	24,301			$	32,690			$	46,036			$	58,940			$	71,998
CAD NPL as a % of Outstanding CAD Balance
Multi-family construction			—				—				—				—				—
One-to-four family construction			1.9	%			2.1	%			3.5	%			4.2	%			6.4	%
Recreation and all other loans			2.0	%			1.9	%			1.9	%			2.3	%			2.6	%
Commercial construction			0.8	%			1.5	%			2.6	%			3.0	%			5.2	%
Commercial acquisition and development			6.9	%			9.7	%			11.9	%			10.5	%			11.0	%
Residential acquisition and development			4.8	%			6.4	%			9.3	%			13.9	%			15.4	%
Total CAD NPL as a % of outstanding CAD balance			3.3	%			4.5	%			6.5	%			8.1	%			9.8	%

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BXS Announces Fourth Quarter Results

Page 16

January 22, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

 

		December 31, 2013
		Pass				Special Mention				Substandard				Doubtful				Loss				Impaired				Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial		$	1,495,972			$	978			$	30,886			$	99			$	—			$	1,314			$	1,529,249
Real estate
Consumer mortgages			1,859,094				1,531				108,615				427				—				6,406				1,976,073
Home equity			478,283				250				14,570				96				—				1,140				494,339
Agricultural			214,728				779				18,187				—				—				882				234,576
Commercial and industrial-owner occupied			1,409,757				116				50,853				849				—				11,745				1,473,320
Construction, acquisition and development			674,299				1,459				49,401				587				—				15,712				741,458
Commercial real estate			1,751,553				386				76,199				420				—				17,481				1,846,039
Credit cards			111,328				—				—				—				—				—				111,328
All other			538,467				71				12,832				—				—				263				551,633
Total loans		$	8,533,481			$	5,570			$	361,543			$	2,478			$	—			$	54,943			$	8,958,015
		September 30, 2013
		Pass				Special Mention				Substandard				Doubtful				Loss				Impaired				Total
LOAN PORTFOLIO BY INTERNALLY ASSIGNED GRADE:
Commercial and industrial		$	1,461,578			$	7,774			$	31,596			$	—			$	—			$	2,861			$	1,503,809
Real estate
Consumer mortgages			1,794,492				22,114				103,987				918				—				9,660				1,931,171
Home equity			471,418				2,569				15,069				—				—				1,305				490,361
Agricultural			210,065				3,044				17,816				—				—				3,622				234,547
Commercial and industrial-owner occupied			1,343,131				12,632				52,992				475				105				12,742				1,422,077
Construction, acquisition and development			637,448				8,450				53,498				1,027				—				23,186				723,609
Commercial real estate			1,668,562				17,266				83,226				412				—				25,886				1,795,352
Credit cards			105,112				—				—				—				—				—				105,112
All other			548,402				4,497				13,695				—				—				483				567,077
Total loans		$	8,240,208			$	78,346			$	371,879			$	2,832			$	105			$	79,745			$	8,773,115

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BXS Announces Fourth Quarter Results

Page 17

January 22, 2014

BancorpSouth, Inc.

Selected Loan Data

(Dollars in thousands)

(Unaudited)

 

		As of
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
Unpaid principal balance of impaired loans		$	72,114			$	106,955			$	144,408			$	183,440			$	206,072
Cumulative charge-offs on impaired loans			17,171				27,210				38,916				45,649				49,344
Impaired nonaccrual loan and lease outstanding balance			54,943				79,745				105,492				137,791				156,728
Other non-accrual loans and leases not impaired			37,230				41,608				44,050				50,399				50,513
Total non-accrual loans and leases		$	92,173			$	121,353			$	149,542			$	188,190			$	207,241
Allowance for impaired loans			4,146				3,843				7,965				11,658				10,541
Nonaccrual loans and leases, net of specific reserves		$	88,027			$	117,510			$	141,577			$	176,532			$	196,700
Loans and leases 90+ days past due, still accruing		$	1,226			$	1,479			$	1,440			$	1,125			$	1,210
Restructured loans and leases, still accruing			27,007				21,502				16,953				17,702				25,099
Total non-performing loans and leases		$	120,406			$	144,334			$	167,935			$	207,017			$	233,550
Allowance for impaired loans		$	4,146			$	3,843			$	7,965			$	11,658			$	10,541
Allowance for all other loans and leases			149,090				150,131				153,082				150,943				153,925
Total allowance for credit losses		$	153,236			$	153,974			$	161,047			$	162,601			$	164,466
Outstanding balance of impaired loans		$	54,943			$	79,745			$	105,492			$	137,791			$	156,728
Allowance for impaired loans			4,146				3,843				7,965				11,658				10,541
Net book value of impaired loans		$	50,797			$	75,902			$	97,527			$	126,133			$	146,187
Net book value of impaired loans as a % of unpaid principal balance			70	%			71	%			68	%			69	%			71	%
Coverage of other non-accrual loans and leases not impaired by the allowance for all other loans and leases			400	%			361	%			348	%			299	%			305	%
Coverage of non-performing loans and leases not impaired by the allowance for all other loans and leases			228	%			232	%			245	%			218	%			200	%

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BXS Announces Fourth Quarter Results

Page 18

January 22, 2014

BancorpSouth, Inc.

Geographical Information

(Dollars in thousands)

(Unaudited)

 

		December 31, 2013
		Alabama and Florida Panhandle				Arkansas*				Mississippi*				Missouri				Greater Memphis Area				Tennessee*				Texas and Louisiana				Corporate Banking and Other				Total
LOAN AND LEASE PORTFOLIO:
Commercial and industrial		$	83,078			$	164,113			$	280,964			$	36,018			$	23,551			$	81,253			$	266,358			$	593,914			$	1,529,249
Real estate
Consumer mortgages			127,619				260,013				688,228				61,471				101,167				158,714				487,931				90,930				1,976,073
Home equity			64,438				39,785				165,421				20,997				67,170				70,517				64,027				1,984				494,339
Agricultural			8,416				71,200				58,042				3,575				14,547				11,129				63,155				4,512				234,576
Commercial and industrial-owner occupied			176,162				173,027				472,646				64,911				91,790				88,710				282,816				123,258				1,473,320
Construction, acquisition and development			99,980				70,508				190,990				28,024				80,339				101,782				134,551				35,284				741,458
Commercial real estate			266,963				311,504				275,601				212,869				93,079				104,034				425,933				156,056				1,846,039
Credit cards			—				—				—				—				—				—				—				111,328				111,328
All other			32,101				59,247				147,163				2,590				48,056				39,404				86,039				137,033				551,633
Total loans		$	858,757			$	1,149,397			$	2,279,055			$	430,455			$	519,699			$	655,543			$	1,810,810			$	1,254,299			$	8,958,015
CAD PORTFOLIO:
Multi-family construction		$	—			$	997			$	167			$	—			$	—			$	4,519			$	2,019			$	—			$	7,702
One-to-four family construction			37,616				13,995				50,717				7,332				11,861				65,188				36,707				870				224,286
Recreation and all other loans			1,575				7,787				12,178				517				4,590				1,165				9,056				—				36,868
Commercial construction			18,471				18,154				34,295				7,228				14,357				5,137				25,630				27,575				150,847
Commercial acquisition and development			12,054				15,666				37,905				5,607				23,404				11,071				21,091				1,359				128,157
Residential acquisition and development			30,264				13,909				55,728				7,340				26,127				14,702				40,048				5,480				193,598
Total CAD loans		$	99,980			$	70,508			$	190,990			$	28,024			$	80,339			$	101,782			$	134,551			$	35,284			$	741,458
NON-PERFORMING LOANS AND LEASES:
Commercial and industrial		$	1,404			$	915			$	987			$	—			$	68			$	95			$	345			$	365			$	4,179
Real estate
Consumer mortgages			1,390				1,525				8,926				778				2,032				3,007				3,804				7,647				29,109
Home equity			746				116				938				127				304				921				539				4				3,695
Agricultural			—				753				107				272				201				—				551				1				1,885
Commercial and industrial-owner occupied			3,828				3,683				8,676				549				1,656				3,871				540				748				23,551
Construction, acquisition and development			4,460				417				4,008				2,055				8,584				1,146				2,574				1,057				24,301
Commercial real estate			3,563				139				2,981				12,112				2,278				4,056				2,586				1,649				29,364
Credit cards			—				—				—				—				—				—				—				1,764				1,764
All other			148				140				1,443				—				47				325				429				26				2,558
Total loans		$	15,539			$	7,688			$	28,066			$	15,893			$	15,170			$	13,421			$	11,368			$	13,261			$	120,406
NON-PERFORMING LOANS AND LEASES AS A PERCENTAGE OF OUTSTANDING:
Commercial and industrial			1.69	%			0.56	%			0.35	%			0.00	%			0.29	%			0.12	%			0.13	%			0.06	%			0.27	%
Real estate
Consumer mortgages			1.09	%			0.59	%			1.30	%			1.27	%			2.01	%			1.89	%			0.78	%			8.41	%			1.47	%
Home equity			1.16	%			0.29	%			0.57	%			0.60	%			0.45	%			1.31	%			0.84	%			0.20	%			0.75	%
Agricultural			0.00	%			1.06	%			0.18	%			7.61	%			1.38	%			0.00	%			0.87	%			0.02	%			0.80	%
Commercial and industrial-owner occupied			2.17	%			2.13	%			1.84	%			0.85	%			1.80	%			4.36	%			0.19	%			0.61	%			1.60	%
Construction, acquisition and development			4.46	%			0.59	%			2.10	%			7.33	%			10.68	%			1.13	%			1.91	%			3.00	%			3.28	%
Commercial real estate			1.33	%			0.04	%			1.08	%			5.69	%			2.45	%			3.90	%			0.61	%			1.06	%			1.59	%
Credit cards			—				—				—				—				—				—				—				1.58	%			1.58	%
All other			0.46	%			0.24	%			0.98	%			0.00	%			0.10	%			0.82	%			0.50	%			0.02	%			0.46	%
Total loans			1.81	%			0.67	%			1.23	%			3.69	%			2.92	%			2.05	%			0.63	%			1.06	%			1.34	%

*Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 19

January 22, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

 

		December 31, 2013
		Alabama and Florida Panhandle				Arkansas*				Mississippi*				Missouri				Greater Memphis Area				Tennessee*				Texas and Louisiana				Other				Total
OTHER REAL ESTATE OWNED:
Commercial and industrial		$	223			$	—			$	—			$	—			$	—			$	—			$	—			$	—			$	223
Real estate
Consumer mortgages			1,613				309				1,532				33				132				210				—				108				3,937
Home equity			442				—				—				—				—				—				—				—				442
Agricultural			907				—				216				—				1,084				930				—				—				3,137
Commercial and industrial-owner occupied			33				32				1,002				—				449				25				105				—				1,646
Construction, acquisition and development			15,667				631				11,631				1,059				22,696				5,174				257				158				57,273
Commercial real estate			353				316				569				—				980				—				140				—				2,358
All other			84				1				82				—				28				—				94				33				322
Total loans		$	19,322			$	1,289			$	15,032			$	1,092			$	25,369			$	6,339			$	596			$	299			$	69,338

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
OTHER REAL ESTATE OWNED:
Balance, beginning of period		$	76,853			$	88,438			$	96,314			$	103,248			$	128,211
Additions to foreclosed properties
New foreclosed property			7,868				9,536				9,639				2,222				8,451
Reductions in foreclosed properties
Sales			(14,272	)			(19,333	)			(15,641	)			(7,811	)			(27,892	)
Writedowns			(1,111	)			(1,788	)			(1,874	)			(1,345	)			(5,522	)
Balance, end of period		$	69,338			$	76,853			$	88,438			$	96,314			$	103,248
FORECLOSED PROPERTY EXPENSE
Loss (gain) on sale of other real estate owned		$	949			$	352			$	166			$	(200	)		$	4,203
Writedown of other real estate owned			1,111				1,788				1,874				1,345				5,522
Other foreclosed property expense			771				1,158				1,205				1,209				2,266
Total foreclosed property expense		$	2,831			$	3,298			$	3,245			$	2,354			$	11,991

* Excludes the Greater Memphis Area.

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BXS Announces Fourth Quarter Results

Page 20

January 22, 2014

BancorpSouth, Inc.

Noninterest Revenue and Expense

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
NONINTEREST REVENUE:
Mortgage lending		$	9,605			$	5,134			$	17,892			$	12,346			$	17,188
Credit card, debit card and merchant fees			8,324				8,834				8,324				7,523				8,125
Deposit service charges			13,570				13,679				12,824				12,832				13,875
Trust income			3,717				3,332				3,192				3,210				3,391
Securities gains (losses), net			29				(5	)			3				19				152
Insurance commissions			21,397				23,800				25,862				26,641				20,502
Annuity fees			566				719				543				483				418
Brokerage commissions and fees			1,037				2,005				2,068				2,093				1,715
Bank-owned life insurance			2,466				1,954				2,008				1,887				1,899
Other miscellaneous income			4,414				3,062				3,393				4,284				3,636
Total noninterest revenue		$	65,125			$	62,514			$	76,109			$	71,318			$	70,901
NONINTEREST EXPENSE:
Salaries and employee benefits		$	75,466			$	73,532			$	78,284			$	79,414			$	77,203
Occupancy, net of rental income			9,935				10,360				10,577				10,237				10,643
Equipment			4,298				4,555				4,585				4,948				5,309
Deposit insurance assessments			2,687				3,325				2,939				2,804				3,103
Voluntary early retirement expense			—				—				10,850				—				—
Amortization of bond issue cost			12				2,907				38				38				38
Advertising			1,436				1,210				1,169				743				2,045
Foreclosed property expense			2,831				3,298				3,245				2,354				11,991
Telecommunications			1,971				2,227				2,184				2,099				2,168
Public relations			972				1,105				1,175				1,005				1,304
Data processing			2,939				2,772				2,783				2,468				2,714
Computer software			2,197				2,190				2,146				1,963				2,031
Amortization of intangibles			819				686				722				743				857
Legal			2,537				4,626				3,896				9,366				3,133
Postage and shipping			1,133				1,027				1,074				1,135				1,117
Other miscellaneous expense			18,597				15,577				16,584				16,054				19,563
Total noninterest expense		$	127,830			$	129,397			$	142,251			$	135,371			$	143,219
INSURANCE COMMISSIONS:
Property and casualty commissions		$	15,588			$	18,372			$	18,762			$	16,878			$	14,968
Life and health commissions			4,525				4,061				5,093				4,688				4,376
Risk management income			648				628				573				650				581
Other			636				739				1,434				4,425				577
Total insurance commissions		$	21,397			$	23,800			$	25,862			$	26,641			$	20,502

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BXS Announces Fourth Quarter Results

Page 21

January 22, 2014

BancorpSouth, Inc.

Selected Additional Information

(Dollars in thousands)

(Unaudited)

 

		Quarter Ended
		Dec-13				Sep-13				Jun-13				Mar-13				Dec-12
MORTGAGE SERVICING RIGHTS:
Fair value, beginning of period		$	51,025			$	49,001			$	41,478			$	37,882			$	34,562
Additions to mortgage servicing rights:
Originations of servicing assets			1,984				3,826				4,012				4,268				5,146
Changes in fair value:
Due to payoffs/paydowns			(1,240	)			(1,560	)			(1,739	)			(1,705	)			(2,005	)
Due to change in valuation inputs or assumptions used in the valuation model			2,894				(240	)			5,252				1,037				183
Other changes in fair value			(1	)			(2	)			(2	)			(4	)			(4	)
Fair value, end of period		$	54,662			$	51,025			$	49,001			$	41,478			$	37,882
MORTGAGE LENDING REVENUE:
Origination		$	3,590			$	2,862			$	10,471			$	9,187			$	15,131
Servicing			4,361				4,072				3,908				3,827				3,879
MSR payoffs/paydowns			(1,240	)			(1,560	)			(1,739	)			(1,705	)			(2,005	)
MSR valuation adjustment			2,894				(240	)			5,252				1,037				183
Total mortgage lending revenue		$	9,605			$	5,134			$	17,892			$	12,346			$	17,188
Mortgage loans serviced		$	5,577,325			$	5,543,619			$	5,393,580			$	5,236,852			$	5,058,912
MSR/mtg loans serviced			0.98	%			0.92	%			0.91	%			0.79	%			0.75	%
AVAILABLE-FOR-SALE SECURITIES, at fair value
U.S. Government agencies		$	1,458,349			$	1,519,459			$	1,581,570			$	1,517,725			$	1,401,996
Government agency issued residential mortgage-back securities			250,234				268,367				292,586				334,550				366,875
Government agency issued commercial mortgage-back securities			230,912				229,412				227,381				196,459				91,445
Obligations of states and political subdivisions			519,405				528,889				535,337				550,475				565,873
Other			8,089				8,029				8,065				7,967				7,843
Total available-for-sale securities		$	2,466,989			$	2,554,156			$	2,644,939			$	2,607,176			$	2,434,032

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BXS Announces Fourth Quarter Results

Page 22

January 22, 2014

BancorpSouth, Inc.

Reconciliation of Non-GAAP Measures

(Dollars in thousands, except per share amounts)

(Unaudited)

Certain financial information included in this press release are determined by methods other than in accordance with GAAP. Management believes such measures are relevant to understanding the capital position and performance of the Company. The non-GAAP financial measures presented in this press release are tangible shareholders’ equity to tangible assets, return on tangible equity, pre-tax pre-provision return on average assets, and tangible book value per share. Additionally, disclosure of these non-GAAP financial measures provides a meaningful base for comparability to other financial institutions. Non-GAAP financial measures are not formally defined by GAAP, and other entities may use calculation methods different than those used by the Company.

Reconciliation of Pre-tax, Pre-provision Earnings:

 

		Quarter ended
		12/31/2013				9/30/2013				6/30/2013				3/31/2013				12/31/2012
Net income		$	27,698			$	24,857			$	20,755			$	20,805			$	16,980
Plus: Provision for credit losses			—				500				3,000				4,000				6,000
Income tax expense			12,014				8,001				8,316				9,220				5,563
Pre-tax, pre-provision earnings		$	39,712			$	33,358			$	32,071			$	34,025			$	28,543
Reconciliation of Tangible Assets and Tangible Shareholders’ Equity to Total Assets and Total Shareholders’ Equity:
		Quarter ended
		12/31/2013				9/30/2013				6/30/2013				3/31/2013				12/31/2012
Tangible assets
Total assets		$	13,029,733			$	12,916,153			$	13,217,705			$	13,393,135			$	13,397,198
Less: Goodwill			286,800				275,173				275,173				275,173				275,173
Other identifiable intangible assets			26,079				15,179				15,865				16,586				17,329
Total tangible assets		$	12,716,854			$	12,625,801			$	12,926,667			$	13,101,376			$	13,104,696
Tangible shareholders’ equity
Total shareholders’ equity		$	1,513,130			$	1,480,611			$	1,459,793			$	1,465,180			$	1,449,052
Less: Goodwill			286,800				275,173				275,173				275,173				275,173
Other identifiable intangible assets			26,079				15,179				15,865				16,586				17,329
Total tangible shareholders’ equity		$	1,200,251			$	1,190,259			$	1,168,755			$	1,173,421			$	1,156,550
Total average assets		$	12,955,127			$	12,928,505			$	13,146,040			$	13,249,374			$	13,143,193
Total common shares outstanding			95,261,691				95,211,602				95,190,797				95,174,441				94,549,867
Tangible shareholders’ equity to tangible assets*			9.44	%			9.43	%			9.04	%			8.96	%			8.83	%
Return on tangible equity **			9.16	%			8.29	%			7.12	%			7.19	%			5.84	%
Pre-tax pre-provision return on average assets ***			1.22	%			1.02	%			0.98	%			1.04	%			0.86	%
Tangible book value per share****		$	12.60			$	12.50			$	12.28			$	12.33			$	12.23

 

*	Tangible shareholders’ equity to tangible assets is defined by the Company as total shareholders’ equity less goodwill and other identifiable intangible assets, divided by the difference of total assets less goodwill and other identifiable intangible assets.

 

**	Return on tangible equity is defined by the Company as annualized net income divided by tangible shareholders’ equity.

 

***	Pre-tax pre-provision return on average assets is defined by the Company as annualized pre-tax pre-provision earnings divided by total average assets.

 

****	Tangible book value per share is defined by the Company as tangible shareholders’ equity divided by total common shares outstanding.

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