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| 8-K - 8-K - BANCORPSOUTH INC | d660100d8k.htm |
| EX-99.1 - EX-99.1 - BANCORPSOUTH INC | d660100dex991.htm |
 BancorpSouth, Inc.
Financial Information
As of December 31, 2013
Exhibit 99.2 |
 Forward Looking Information
2
Certain statements contained in this presentation and the accompanying slides 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 reference to a future period or by the use of forward-looking terminology,
such as “anticipate,” “believe,” “estimate,” “expect,”
“foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional verb tenses, and variations or negatives of such terms. 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 Insurance Agencies, LP 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 Corp., acceptance by customers of
Ouachita Bancshares Corp. and Central Community Corp. 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. Forward-looking statements speak only as of the date they were
made, and, except as required by law, we do not undertake any obligation to update or revise
forward-looking statements to reflect events or circumstances after the date of this presentation. Certain tabular
presentations may not reconcile because of rounding. Unless otherwise noted, any quotes in this
presentation can be attributed to company management. In connection with the proposed merger of Central Community Corporation with and into BancopSouth,
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
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.
|
 Q4
Highlights At and for the three months ended December 31, 2013
*Expected to close during the second quarter of 2014.
Net income of $27.7 million, or $0.29 per diluted share
Acquisition of Gem Insurance Agencies, LP (“GEM”)
Expected to produce annual insurance commission revenues of approximately $9
million Generated net loan growth of $184.9 million, or 8.4% annualized
Net interest margin increased to 3.52% from 3.45% for the third quarter
Expense control focus and efficiency initiatives continue to improve
performance Continued improving credit quality
Subsequent announcements*
Acquisition of Ouachita Bancshares Corp. (Ouachita Independent Bank)
Acquisition of Central Community Corporation (First State Bank Central
Texas) 3 |
 Recent
Quarterly Results Dollars in millions, except per share data
4
12/31/13
9/30/13
12/31/12
vs 9/30/13
Net interest revenue
102.4
$
100.2
$
100.9
$
2.2
%
1.5
%
Provision for credit losses
0.0
0.5
6.0
(100.0)
(100.0)
Noninterest revenue
65.1
62.5
70.9
4.2
(8.1)
Noninterest expense
127.8
129.4
143.2
(1.2)
(10.7)
Income before income taxes
39.7
32.9
22.5
20.9
76.2
Income tax provision
12.0
8.0
5.6
50.2
116.0
Net income
27.7
$
24.9
$
17.0
$
11.4
%
63.1
%
Net income per share: diluted
0.29
$
0.26
$
0.18
$
11.5
%
61.1
%
Three Months Ended
% Change
vs 12/31/12 |
 Noninterest Revenue
Dollars in thousands
NM –
Not Meaningful
5
12/31/13
9/30/13
12/31/12
vs 9/30/13
Mortgage lending revenue
9,605
5,134
17,188
87.1
(44.1)
Credit card, debit card and merchant fees
8,324
8,834
8,125
(5.8)
2.4
Deposit service charges
13,570
13,679
13,875
(0.8)
(2.2)
Trust income
3,717
3,332
3,391
11.6
9.6
Security gains, net
29
(5)
152
NM
NM
Insurance commissions
21,397
23,800
20,502
(10.1)
4.4
Other
8,483
7,740
7,668
9.6
10.6
Total noninterest revenue
65,125
$
62,514
$
70,901
$
4.2
%
(8.1)
%
% of total revenue
38.9%
38.4%
41.3%
Three Months Ended
% Change
vs 12/31/12 |
 Mortgage and Insurance Revenue
Dollars in thousands
6
Mortgage Lending Revenue
12/31/13
9/30/13
6/30/13
3/31/13
12/31/12
Origination revenue
3,590
$
2,862
$
10,471
$
9,187
$
15,131
$
Servicing revenue
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
$
Production volume
222,282
$
341,854
$
434,966
$
425,882
$
549,392
$
Purchase money production
160,043
$
229,042
$
226,182
$
161,835
$
175,805
$
Margin on total production
1.62%
0.84%
2.41%
2.16%
2.75%
Insurance Commission Revenue
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
$
Three Months Ended |
 Loan
Portfolio Dollars in millions
Net loans and leases
7
As of
12/31/13
9/30/13
12/31/12
Commercial and industrial
1,529
$
1,504
$
1,477
$
6.7
%
3.6
%
Real estate:
Consumer mortgages
1,976
1,931
1,874
9.2
5.5
Home equity
494
490
486
3.2
1.7
Agricultural
235
235
256
0.0
(8.4)
Commercial and industrial-owner occupied
1,473
1,422
1,333
14.3
10.5
Construction, acquisition and development
741
724
736
9.8
0.8
Commercial
1,846
1,795
1,749
11.2
5.6
Credit Cards
111
105
105
23.5
6.1
Other
552
567
622
(10.8)
(11.2)
Total
8,958
$
8,773
$
8,637
$
8.4
%
3.7
%
vs 12/31/12
% Change
vs 9/30/13
Annualized |
 No
provision for credit losses recorded, which represents a decline from $0.5
million for the third quarter of 2013 and $6.0 million for the
fourth quarter of 2012
NPLs decreased $23.9 million, or 16.6%, and NPAs declined $31.4
million, or 14.2%
OREO decreased $7.5 million, or 9.8%
52% of non-accrual loans were paying as agreed
Near-term delinquencies modestly increased to $33.8 million
Net charge-offs declined to $0.7 million from $7.6 million for the third
quarter
Credit Quality Highlights
8
At and for the three months ended December 31, 2013
“Paying as agreed” includes loans < 30 days past due with payments occurring at least
quarterly |
 Non-Performing Loans
Dollars in millions
Net loans and leases
9
As of
12/31/13
9/30/13
12/31/12
Commercial and industrial
4.2
$
6.6
$
10.2
$
(37.0)
%
(59.2)
%
Real estate:
Consumer mortgages
29.1
34.2
40.7
(14.8)
(28.5)
Home equity
3.7
3.3
3.5
12.4
5.7
Agricultural
1.9
4.5
8.0
(58.3)
(76.6)
Commercial and industrial-owner occupied
23.6
23.1
28.3
2.1
(16.7)
Construction, acquisition and development
24.3
32.7
72.0
(25.7)
(66.2)
Commercial
29.4
34.8
62.2
(15.6)
(52.8)
Credit Cards
1.8
2.0
2.5
(13.2)
(30.0)
Other
2.6
3.1
6.1
(18.4)
(58.1)
Total
120.4
$
144.3
$
233.6
$
(16.6)
%
(48.4)
%
NPL's to net loans and leases
1.34%
1.65%
2.70%
% Change
vs 9/30/13
vs 12/31/12 |
 NPA
Improvement 10
Total NPAs Have Declined Over 40% in the Last 12 Months
$64
$74
$98
$112
$186
$236
$302
$409
$394
$425
$380
$363
$322
$285
$267
$247
$234
$207
$168
$144
$120
$46
$47
$51
$62
$59
$59
$68
$83
$133
$136
$151
$163
$174
$168
$144
$128
$103
$96
$88
$77
$69
$110
$121
$149
$174
$246
$295
$370
$528
$561
$531
$525
$496
$453
$411
$376
$337
$303
$256
$221
$190
$0
$125
$250
$375
$500
$625
4Q 08
1Q 09
2Q 09
3Q 09
4Q 09
1Q 10
2Q 10
3Q 10
4Q 10
1Q 11
2Q 11
3Q 11
4Q 11
1Q 12
2Q 12
3Q 12
4Q 12
1Q 13
2Q 13
3Q 13
4Q 13
NPLs
OREO
Dollars in millions
NPLs consist of nonaccrual loans, loans 90+ days past due and restructured
loans NPAs consist of NPLs and other real estate owned
$492 |
 Net
Charge-offs % Avg. Loans
11
$23
$24
$23
$12
$13
$11
$6
$5
$8
$1
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
$0
$5
$10
$15
$20
$25
$30
$35
$40
9/30/11
12/31/11
3/31/12
6/30/12
9/30/12
12/31/12
3/31/13
6/30/13
9/30/13
12/31/13
Net charge-offs
Net charge-offs / average loans
Dollars in millions
Net charge-offs for the quarters ended as of the dates shown |
  Footprint Expansion
12
Source:
SNL
Financial
BancorpSouth (256)
Ouachita* (12)
First State Bank* (31)
*Transactions
expected
to
close
during
the
second
quarter
of
2014 |
 Recent Transaction Announcements
Ouachita Bancshares Corp. (Ouachita Independent Bank)
Assets
-
$650
million;
Loans
-
$475
million;
Deposits
-
$550
million
In-market
expansion
–
enhance
presence
along
I-20
corridor
•
Footprint overlap in Shreveport and Monroe
•
Meaningful cost save opportunities
Low-risk opportunity
•
Similar cultures and operating styles
•
Clean credit quality
Accretive to earnings per share
Central Community Corporation (First State Bank Central Texas)
Assets
-
$1.3
billion;
Loans
-
$550
million;
Deposits
-
$1.1
billion
Footprint
expansion
–
high
growth
Austin,
TX
market
and
other
markets
along
I-35
corridor
•
Austin, TX ranked No. 1 economy in the U.S. based on the economic rankings of The
Business Journals’
On Numbers report
•
Foundation for growth in Texas, both organically and future consolidation
opportunities Similar business models with community and customer
focus Accretive to earnings per share
13
Financial
data
as
of
12/31/13
Ouachita
Bancshares
Corp.
and
Central
Community
Corporation
transactions
expected
to
close
during
the
second
quarter
of
2014 |
 14
Deposit Market Share
Source:
SNL
Financial
Market
BXS Market
Share Rank
6/30/13
Total BXS
Deposits
6/30/13
Percentage
of Total
Company
Deposits
BXS Market
Share 2013
(%)
Ouachita
Bancshares
Corp.
Deposits
6/30/13
Central
Community
Corp.
Deposits
6/30/13
Pro Forma
Deposits
6/30/13
Pro Forma
Percentage of
Total
Company
Deposits
Pro Forma
Market Share
Rank 6/30/13
Pro Forma
Market Share
2013 (%)
Market YoY
Deposit
Growth
2013 (%)
Mississippi
3
5,069,157
$
46.4%
10.6%
-
$
-
$
5,069,157
$
40.7%
3
10.6%
2.6%
Texas
65
826,576
7.6%
0.1%
-
977,625
1,804,201
14.5%
29
0.3%
8.9%
Arkansas
7
1,733,083
15.9%
3.3%
-
-
1,733,083
13.9%
7
3.3%
-0.5%
Louisiana
11
955,359
8.7%
1.0%
533,685
-
1,489,044
12.0%
7
1.6%
5.3%
Tennessee
15
1,184,566
10.8%
1.0%
-
-
1,184,566
9.5%
15
1.0%
0.1%
Alabama
13
824,116
7.5%
1.0%
-
-
824,116
6.6%
13
1.0%
1.8%
Missouri
66
317,286
2.9%
0.2%
-
-
317,286
2.6%
66
0.2%
6.2%
Florida
246
19,351
0.2%
0.0%
-
-
19,351
0.2%
246
0.0%
4.1%
Total
10,929,494
$
100.0%
533,685
$
977,625
$
12,440,804
$
100.0%
6/30/13 Deposit Market Share ($ in thousands)
Note:
Deposit
data
as
of
6/30/13
Ouachita
Bancshares
Corp.
and
Central
Community
Corporation
transactions
expected
to
close
during
the
second
quarter
of
2014 |
 Summary
Meaningful progress during 2013
Profitability improvement
Loan growth following three years of contraction
Progress towards improving efficiency
Credit quality continues to improve
Current team focus
Lenders continue to bring quality deals into the loan pipeline
Insurance is growing, both through winning new business and the GEM
acquisition Mortgage group attracting and retaining key producers
Other lines of business continue to grow and improve performance
Operations
and
support
areas
preparing
for
integration
of
recent
bank
deals
Goals for 2014
More
of
the
same
–
growth
and
efficiency
Q&A
15 |