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BXS > SEC Filings for BXS > Form 10-Q on 7-Aug-2009All Recent SEC Filings

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Form 10-Q for BANCORPSOUTH INC


7-Aug-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
OVERVIEW
BancorpSouth, Inc. (the "Company") is a regional financial holding company headquartered in Tupelo, Mississippi with $13.3 billion in assets. BancorpSouth Bank (the "Bank"), the Company's wholly-owned banking subsidiary, has commercial banking operations in Mississippi, Tennessee, Alabama, Arkansas, Texas, Louisiana, Florida and Missouri. The Bank's insurance agency subsidiary also operates an office in Illinois. The Bank and its consumer finance, credit insurance, insurance agency and brokerage subsidiaries provide commercial banking, leasing, mortgage origination and servicing, insurance, brokerage and trust services to corporate customers, local governments, individuals and other financial institutions through an extensive network of branches and offices. Management's discussion and analysis provides a narrative discussion of the Company's financial condition and results of operations. For a complete understanding of the following discussion, you should refer to the unaudited consolidated financial statements for the three-month and six-month periods ended June 30, 2009 and 2008 and the notes to such financial statements found under "Part I, Item 1. Financial Statements" of this report. This discussion and analysis is based on reported financial information. The information that follows is provided to enhance comparability of financial information between periods and to provide a better understanding of the Company's operations. As a financial holding company, the financial condition and operating results of the Company are heavily influenced by economic trends nationally and in the specific markets in which the Company's subsidiaries provide financial services. Generally, during 2008 and the first six months of 2009, the pressures of the national and regional economic cycle created a difficult operating environment for the financial services industry. The Company


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is not immune to such pressures and understands that the continuing economic downturn has had a negative impact on the Company and on its customers in all of the markets that it serves. The impact is reflected in a decline in credit quality and the increases in the Company's measures of non-performing loans and net charge-offs, compared to the second quarter and first six months of 2008. While these measures have increased, the Company believes that it is well positioned with respect to overall credit quality and the strength of its allowance for credit losses to meet the challenges of the current economic cycle. Management believes, however, that continued weakness in the economic environment could adversely affect the strength of the credit quality of the Company's assets overall and, therefore, management intends to move promptly and decisively to address any emerging credit issues.
Most of the revenue of the Company is derived from the operation of its principal operating subsidiary, the Bank. The financial condition and operating results of the Bank are affected by the level and volatility of interest rates on loans, investment securities, deposits and other borrowed funds, and the impact of economic downturns on loan demand and creditworthiness of existing borrowers. The financial services industry is highly competitive and heavily regulated. The Company's success depends on its ability to compete aggressively within its markets while maintaining sufficient asset quality and cost controls to generate net income.
The tables below summarize the Company's net income, net income per share, return on average assets and return on average shareholders' equity for the three months and six months ended June 30, 2009 and 2008. Management believes these amounts and ratios are key indicators of the Company's financial performance.

                                                             Three months ended
                                                                  June 30,
                                                            2009             2008          % Change
(Dollars in thousands, except per share amounts)
Net income                                               $   33,867        $ 40,125           (15.60 )%
Net income per share: Basic                              $     0.41        $   0.49           (16.33 )
Diluted                                                  $     0.41        $   0.49           (16.33 )
Return on average assets (annualized)                          1.02 %          1.23 %         (17.07 )
Return on average shareholders' equity (annualized)           10.86 %         13.16 %         (17.48 )



                                                             Six months ended
                                                                 June 30,
                                                           2009            2008          % Change
(Dollars in thousands, except per share amounts)
Net income                                               $ 63,344        $ 75,270           (15.84 )%
Net income per share: Basic                              $   0.76        $   0.91           (16.48 )
Diluted                                                  $   0.76        $   0.91           (16.48 )
Return on average assets (annualized)                        0.96 %          1.15 %         (16.52 )
Return on average shareholders' equity (annualized)         10.26 %         12.48 %         (17.79 )

The primary source of revenue for the Company is the amount of net interest revenue earned by the Bank. Net interest revenue is the difference between interest earned on loans and investments and interest paid on deposits and other obligations. While the Company experienced moderate loan growth, a declining interest rate environment resulted in a decrease in interest revenue of 12.20% in the second quarter of 2009 compared to the same period in 2008 and 15.37% in the first six months of 2009 compared to the same period in 2008. The Company experienced a decrease in interest expense of 34.20% in the second quarter of 2009 compared to the second quarter of 2008 and a decrease of 39.09% in the first six months of 2009 compared to the first six months of 2008 primarily because of the substantial decline in rates paid on deposits and other funding sources. The Company continued with its asset/liability strategies, which include funding loan growth with the proceeds from maturing, lower yielding investment securities, short-term borrowings and increased lower rate demand deposits which somewhat offset the reduction in higher rate time deposits when comparing June 30, 2009 to June 30, 2008. These factors combined to increase the Company's net interest revenue to $110.94 million for the second quarter of 2009, an increase of $1.10 million, or 1.00%, from $109.84 million for the second quarter of 2008 and to $220.82 million for the first six months of 2009, an increase of approximately $903,000, or 0.41%, from $219.91 million for the first six months of 2008.


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Contributing to the decrease in net income was the increase in the provision for credit losses in the second quarter and first six months of 2009 compared to the same periods of 2008. The provision for credit losses was $17.59 million for the second quarter of 2009 compared to $11.24 million for the second quarter of 2008 and was $32.54 million for the first six months of 2009 compared to $22.05 million for the first six months of 2008. Consistent with the increase in the provision for credit losses, annualized net charge-offs increased to 0.55% of average loans for the second quarter of 2009 from 0.30% of average loans for the second quarter of 2008 and to 0.55% of average loans for the first six months of 2009 from 0.30% of average loans for the first six months of 2008. The increase in the provision for credit losses for the second quarter and first six months of 2009 was primarily reflective of the slowing economic environment as well as the Company's focus on early identification and resolution of credit issues.
The Company has taken steps that have diversified its revenue stream by increasing the amount of revenue received from mortgage lending operations, insurance agency activities, brokerage and securities activities and other activities that generate fee income. Management believes this diversification is important to reduce the impact of fluctuations in net interest revenue on the overall operating results of the Company. Noninterest revenue increased 8.83% for the second quarter of 2009 compared to the second quarter of 2008 and 4.68% for the first six months of 2009 compared to the first six months of 2008. One of the primary contributors to the increase in noninterest revenue was mortgage lending revenue, which increased 46.83% to $13.96 million for the second quarter of 2009 compared to $9.51 million for the second quarter of 2008 and 95.57% to $21.61 million for the first six months of 2009 compared to $11.05 million for the first six months of 2008. The increase in mortgage lending revenue was primarily a result of the increase in mortgage originations, the majority of which were refinancings resulting from historically low mortgage interest rates. This large increase in mortgage lending revenue was offset, however, by an 8.49% and 9.73% decrease in service charges for the second quarter and first six months of 2009, respectively, compared to the same periods in 2008, as a result of lower volumes of items processed. The increase in mortgage lending revenue was further offset by a decrease in insurance commissions of 4.13% and 6.31% for the second quarter and first six months of 2009, respectively, compared to the same periods in 2008, resulting from the soft market cycle experienced in the insurance industry. Also contributing to the increase in noninterest revenue during the first six months of 2009, the Company recorded interest on tax refunds of $2.83 million, gains on the sale of student loans of $3.68 million, a gain of $1.81 million on the sale of the Company's remaining shares of MasterCard, Inc. common stock, and an insurance recovery on a casualty loss of $1.33 million.
Noninterest expense totaled $123.27 million for the second quarter of 2009 compared to $112.06 million for the second quarter of 2008, an increase of $11.20 million, or 10.00%, and $241.72 million for the first six months of 2009 compared to $225.53 million for the first six months of 2008, an increase of $16.19 million, or 7.18%. This increase in noninterest expense included the incremental costs related to the 14 full-service branch bank offices opened since the end of the second quarter of last year, coupled with an increase of $2.86 million and $5.69 million in the Company's regular FDIC insurance assessment for the second quarter and first six months of 2009, respectively, compared to the same periods in 2008, despite being assessed at the FDIC's lowest rate because of its status as well capitalized under federal regulations. Noninterest expense was also negatively impacted by the $6.10 million special FDIC assessment as part of the restoration plan for the Deposit Insurance Fund. The major components of net income are discussed in more detail in the various sections that follow.
RESULTS OF OPERATIONS
Net Interest Revenue
Net interest revenue is the difference between interest revenue earned on assets, such as loans, leases and securities, and interest expense paid on liabilities, such as deposits and borrowings, and continues to provide the Company with its principal source of revenue. Net interest revenue is affected by the general level of interest rates, changes in interest rates and changes in the amount and composition of interest earning assets and interest bearing liabilities. The Company's long-term objective is to manage interest earning assets and interest bearing liabilities to maximize net interest revenue, while balancing interest rate, credit, liquidity and capital risks. For purposes of the following discussion, revenue from tax-exempt loans and investment securities has been adjusted to a fully taxable equivalent basis, using an effective tax rate of 35%.


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Net interest revenue was $113.49 million for the three months ended June 30, 2009, compared to $112.63 million for the same period in 2008, representing an increase of approximately $861,000, or 0.76%. Net interest revenue was $225.94 million for the first six months of 2009, compared to $225.12 million for the same period in 2008, representing an increase of approximately $824,000, or 0.37%. This slight increase in net interest revenue for the second quarter and first six months of 2009 was primarily due to average loans and leases increasing to $9.74 billion for the second quarter of 2009 from $9.37 billion for the second quarter of 2008, and to $9.72 billion for the first six months of 2009 from $9.29 billion for the first six months of 2008.
Interest revenue decreased $21.69 million, or 12.15%, to $156.86 million for the three months ended June 30, 2009 from $178.55 million for the three months ended June 30, 2008. While average interest earning assets increased $177.99 million, or 1.49%, to $12.14 billion for the second quarter of 2009 from $11.96 billion for the second quarter of 2008, the interest revenue attributable to this increase was more than offset by a decrease of 82 basis points in the yield on those assets to 5.18% for the second quarter of 2009 from 6.01% for the second quarter of 2008, resulting in the overall decrease in interest revenue. Interest revenue decreased $56.37 million, or 15.18%, to $315.06 million for the first six months of 2009 from $371.43 million for the first six months of 2008. While average interest earning assets increased $208.49 million, or 1.74%, to $12.16 billion for the first six months of 2009 from $11.95 billion for the first six months of 2008, the interest revenue attributable to this increase was more than offset by a decrease of 103 basis points in the yield on those assets to 5.22% for the first six months of 2009 from 6.25% for the first six months of 2008, again resulting in the overall decrease in interest revenue.
Interest expense decreased $22.55 million, or 34.20%, to $43.37 million for the three months ended June 30, 2009 from $65.92 million for the three months ended June 30, 2008. While average interest bearing liabilities increased $48.41 million, or 0.48%, to $10.09 billion for the second quarter of 2009 from $10.04 billion for the second quarter of 2008, the interest expense attributable to this increase in average interest bearing liabilities was more than offset by a decrease of 92 basis points in the average rate paid on those liabilities to 1.72% from 2.64%, respectively, for the same periods. Interest expense decreased $57.19 million, or 39.09%, to $89.12 million for the first six months of 2009 from $146.31 million for the first six months of 2008. While average interest bearing liabilities increased $73.66 million, or 0.73%, to $10.17 billion for the first six months of 2009 from $10.09 billion for the first six months of 2008, the interest expense attributable to this increase in average interest bearing liabilities was more than offset by a decrease of 115 basis points in the average rate paid on those liabilities to 1.77% from 2.92%, respectively, for the same periods. The decrease in interest expense for the three months and six months ended June 30, 2009 compared to the same periods in 2008 was a result of the Company's ability to reduce higher cost time deposits while increasing lower cost demand deposits and replacing higher cost short-term borrowings with lower cost short-term borrowings.
The relative performance of the Company's lending and deposit-raising functions is frequently measured by two calculations - net interest margin and net interest rate spread. Net interest margin is determined by dividing fully taxable equivalent net interest revenue by average earning assets. Net interest rate spread is the difference between the average fully taxable equivalent yield earned on interest earning assets (earning asset yield) and the average rate paid on interest bearing liabilities. Net interest margin is generally greater than the net interest rate spread because of the additional income earned on assets funded by noninterest bearing liabilities, or interest free funding, such as noninterest bearing demand deposits and shareholders' equity.
Net interest margin for the three months ended June 30, 2009 and 2008 was 3.75% and 3.79%, respectively, representing a decrease of four basis points. Net interest rate spread for the second quarter of 2009 was 3.46%, an increase of nine basis points from 3.37% for the second quarter of 2008. The average rate earned on interest earning assets for the three months ended June 30, 2009 and 2008 was 5.18% and 6.01%, respectively, representing a decrease of 83 basis points. The average rate paid on interest bearing liabilities for the three months ended June 30, 2009 and 2008 was 1.72% and 2.64%, respectively, representing a decrease of 92 basis points. Net interest margin for the six months ended June 30, 2009 and 2008 was 3.75% and 3.79%, respectively, representing a decrease of four basis points. Net interest rate spread for the first six months of 2009 was 3.46%, an increase of 13 basis points from 3.33% for the first six months of 2008. The average rate earned on interest earning assets for the six months ended June 30, 2009 and 2008 was 5.22% and 6.25%, respectively, representing a decrease of 103 basis points. The average rate paid on interest bearing liabilities for the six months ended June 30, 2009 and 2008 was 1.77% and 2.92%, respectively, representing a decrease of 115 basis points. The earning asset yield decrease for the three months and six months ended June 30, 2009 as compared to the three months and six months ended June 30, 2008 was


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1.77% and 2.92%, respectively, representing a decrease of 115 basis points. The earning asset yield decrease for the three months and six months ended June 30, 2009 as compared to the three months and six months ended June 30, 2008 was a result of the decline in interest rates that affected the Company's loan and lease portfolio. That decline somewhat offset the increase in the yield on the investment portfolio as the Company chose to replace some lower-cost maturing investments. The decrease in the average rate paid on interest bearing liabilities was a result of the Company's ability to reduce higher rate time deposits while increasing lower cost demand deposits and short-term FHLB and other borrowings.
Interest Rate Sensitivity
The interest rate sensitivity gap is the difference between the maturity or repricing opportunities of interest sensitive assets and interest sensitive liabilities for a given period of time. A prime objective of the Company's asset/liability management is to maximize net interest margin while maintaining a reasonable mix of interest sensitive assets and liabilities. The Company's current asset/liability strategy of partially funding loan growth with short-term borrowings from the FHLB and federal funds purchased has contributed to the increased liability sensitivity in the 0 to 90 days category. The following table presents the Company's interest rate sensitivity at June 30, 2009:

                                                           Interest Rate Sensitivity - Maturing or Repricing Opportunities
                                                                                91 Days                Over One
                                                      0 to 90                     to                   Year to              Over
                                                       Days                    One Year               Five Years         Five Years
                                                                                       (In thousands)
Interest earning assets:
Interest bearing deposits with banks             $          28,836         $               -         $          -        $         -
Held-to-maturity securities                                 64,881                   366,126              579,629            193,982
Available-for-sale and trading securities                   55,118                    20,843              445,506            447,740
Loans and leases, net of unearned income                 5,056,181                 1,616,381            2,875,848            212,990
Loans held for sale                                         60,270                       431                2,592             31,443

Total interest earning assets                            5,265,286                 2,003,781            3,903,575            886,155

Interest bearing liabilities:
Interest bearing demand deposits and
savings                                                  4,678,310                         -                    -                  -
Other time deposits                                        881,841                 1,828,652              937,801             57,525
Federal funds purchased and securities sold
under agreement to repurchase, short-term
FHLB borrowings and other short-term
borrowings                                               1,148,158                     2,960               79,491                  -
Long-term FHLB borrowings and junior
subordinated debt securities                                     -                   202,000               55,792            188,812
Other                                                            2                        13                    -                 98

Total interest bearing liabilities                       6,708,311                 2,033,625            1,073,084            246,435

Interest rate sensitivity gap                    $      (1,443,025 )       $         (29,844 )       $  2,830,491        $   639,720

Cumulative interest sensitivity gap              $      (1,443,025 )       $      (1,472,869 )       $  1,357,622        $ 1,997,342

Provision for Credit Losses and Allowance for Credit Losses The provision for credit losses is the periodic cost of providing an allowance or reserve for estimated probable losses on loans and leases. The Bank employs a systematic methodology for determining its allowance for credit losses that considers both qualitative and quantitative factors and requires that management make material estimates and assumptions that are particularly susceptible to significant change. Some of the quantitative factors considered by the Bank include loan and lease growth, changes in nonperforming and past due loans and leases, historical loan and lease loss experience, delinquencies, management's assessment of loan and lease portfolio quality, the value of collateral and concentrations of loans and leases to specific borrowers or industries. Some of the qualitative factors that the Bank considers include existing general economic conditions and the inherent risks of individual loans and leases.


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The allowance for credit losses is based principally upon the Bank's loan and lease classification system, delinquencies and historic loss rates. The Bank has a disciplined approach for assigning credit ratings and classifications to individual credits. Each credit is assigned a grade by the appropriate loan officer, which serves as a basis for the credit analysis of the entire portfolio. The assigned grade reflects the borrower's creditworthiness, collateral values, cash flows and other factors. An independent loan review department of the Bank is responsible for reviewing the credit rating and classification of individual credits and assessing trends in the portfolio, adherence to internal credit policies and procedures and other factors that may affect the overall adequacy of the allowance. The work of the loan review department is supplemented by governmental regulatory agencies in connection with their periodic examinations of the Bank, which provide an additional independent level of review. The loss factors assigned to each classification are based upon the attributes of the loans and leases typically assigned to each grade (such as loan-to-collateral values and borrower creditworthiness). Further, the Bank requires that a group of loans that have adverse internal ratings or that are significantly past due be subject to testing for impairment as required by SFAS No. 114. The overall allowance generally includes a component representing the results of other analyses intended to ensure that the allowance is adequate to cover other probable losses inherent in the portfolio. This component considers analyses of changes in credit risk resulting from the differing underwriting criteria in acquired loan and lease portfolios, industry concentrations, changes in the mix of loans and leases originated, overall credit criteria and other economic indicators. The current economic downturn has had a negative impact on the Company's measures of credit quality, as evidenced by the information in the tables below. Continued weakness in the economy could adversely affect the Company's credit quality.
The Company's provision for credit losses, allowance for credit losses and net charge-offs are shown in the following table:

                                                               Three months ended
                                                                    June 30,
                                                             2009              2008           % Change
                                                                     (Dollars in thousands)
Provision for credit losses                               $ 17,594          $ 11,237            56.57 %
Net charge-offs                                           $ 13,479          $  7,060            90.92
Net charge-offs as a percentage of average loans
and leases (annualized)                                       0.55 %            0.30 %          83.33



                                                                Six months ended
                                                                    June 30,
                                                             2009              2008           % Change
                                                                     (Dollars in thousands)
Provision for credit losses                               $ 32,539          $ 22,048            47.58 %
Net charge-offs                                           $ 26,585          $ 13,767            93.11
Net charge-offs as a percentage of average loans
and leases (annualized)                                       0.55 %            0.30 %          83.33
Allowance for credit losses as a percentage of
loans and leases outstanding at period end                    1.42 %            1.30 %           9.23

The increase in the provision for credit losses for the second quarter and first six months of 2009 compared to the same periods of 2008 was a result of the increased credit risk from the loan growth experienced by the Company during the second quarter and first six months of 2009, an increase in net charge-offs and some downward migration of loans within the Bank's loan and lease credit ratings and classifications attributable to the prevailing economic environment. The increase in the net charge-offs as a percentage of average loans and leases for the second quarter and first six months of 2009 compared to the same periods of 2008 was primarily a result of the Company addressing credit issues and losses within the consumer mortgage and construction, acquisition and development portfolios. Because the Company's mortgage lending decisions are based on conservative lending policies, the Company continues to have only nominal exposure to the credit issues affecting the sub-prime residential mortgage market.

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