BXS BancorpSouth Bank

TUPELO, Miss., July 19, 2017 /PRNewswire/ -- BancorpSouth, Inc. (NYSE: BXS) today announced financial results for the quarter ended June 30, 2017.

Highlights for the second quarter of 2017 included:

• Net income of $37.9 million, or $0.41 per diluted share.

• Generated net loan growth of $216.8 million, or 8.1 percent on an annualized basis.

• Net interest margin increased to 3.52 percent.

• Earnings were negatively impacted by a pre-tax mortgage servicing rights ("MSR") valuation adjustment of $1.5 million.

• Net operating income – excluding MSR – of $38.8 million, or $0.42 per diluted share.

• Credit quality remained stable; recorded provision for credit losses of $1.0 million for the quarter.

• Total operating expense remained flat compared to the first quarter of 2017 and the second quarter of 2016 and operating efficiency ratio – excluding MSR – declined to 67.3 percent.

• Repurchased 1,381,634 shares of outstanding common stock at a weighted average price of $29.64 per share.

The Company reported net income of $37.9 million, or $0.41 per diluted share, for the second quarter of 2017 compared with net income of $34.7 million, or $0.37 per diluted share, for the second quarter of 2016 and net income of $38.1 million, or $0.41 per diluted share, for the first quarter of 2017.    

The Company reported net operating income – excluding MSR – of $38.8 million, or $0.42 per diluted share, for the second quarter of 2017 compared to $37.2 million, or $0.39 per diluted share, for the second quarter of 2016 and $36.9 million, or $0.39 per diluted share, for the first quarter of 2017.  Net operating income – excluding MSR – is a non-GAAP financial measure used by management to assess the core operating performance of the Company.  This measure excludes items such as securities gains and losses, MSR valuation adjustments, restructuring charges, merger-related expenses, industry-related legal settlements, and other one-time charges. 

"We are pleased our second quarter results reflect continued earnings growth and improvement in many of our operating metrics," remarked Dan Rollins, Chairman and Chief Executive Officer.  "While our second quarter deposit balances reflect an expected seasonal decline, our loan growth rebounded nicely after a slower first quarter.  We reported net loan growth of $216.8 million, or 8.1 percent on an annualized basis, which resulted in loans and leases surpassing $11 billion for the first time in our Company's history.  Total operating expenses continue to remain flat, which resulted in a decline in the operating efficiency ratio - excluding MSR - to 67.3 percent, the lowest level we have achieved since 2010.  Finally, we continue to be active in our share repurchase program, as we repurchased approximately 1.4 million shares during the quarter at a weighted average price of $29.64 per share."

"Additionally, our net interest margin increased to 3.52 percent from 3.46 percent for the first quarter of this year.  The margin benefited primarily from increases in yields on our loan portfolio.  We expect recent rate increases to continue to provide some benefit to our loan yields as our variable rate loans reach repricing dates over time."  

Net Interest Revenue

Net interest revenue was $117.5 million for the second quarter of 2017, an increase of 4.6 percent from $112.3 million for the second quarter of 2016 and an increase of 2.5 percent from $114.6 million for the first quarter of 2017.  The fully taxable equivalent net interest margin was 3.52 percent for the second quarter of 2017 compared to 3.56 percent for the second quarter of 2016 and 3.46 percent for the first quarter of 2017.  Yields on loans and leases were 4.27 percent for the second quarter of 2017 compared with 4.20 percent for both the second quarter of 2016 and the first quarter of 2017, while yields on total interest earning assets were 3.80 percent for the second quarter of 2017 compared with 3.78 percent for the second quarter of 2016 and 3.70 percent for the first quarter of 2017.  The average cost of deposits was 0.25 percent for the second quarter of 2017 compared to 0.21 percent for the second quarter of 2016 and 0.23 percent for the first quarter of 2017.

Asset, Deposit and Loan Activity

Total assets were $14.8 billion at June 30, 2017 compared with $14.1 billion at June 30, 2016.  Loans and leases, net of unearned income, were $11.0 billion at June 30, 2017 compared with $10.6 billion at June 30, 2016. 

Total deposits were $11.9 billion at June 30, 2017 compared with $11.4 billion at June 30, 2016.  Time deposits decreased $57.3 million, or 3.1 percent, at June 30, 2017 compared to June 30, 2016.  Over the same time period, interest bearing demand deposits increased $256.9 million, or 5.3 percent, while noninterest bearing demand deposits increased $257.0 million, or 8.2 percent, and savings deposits increased $117.4 million, or 7.8 percent.

Provision for Credit Losses and Allowance for Credit Losses

Earnings for the second quarter reflect a provision for credit losses of $1.0 million, compared to a provision of $2.0 million for the second quarter of 2016 and a provision of $1.0 million for the first quarter of 2017.  Net charge-offs for the second quarter of 2017 were $4.6 million, compared with net charge-offs of $1.6 million for the second quarter of 2016 and net recoveries of $0.5 million for the first quarter of 2017.  The allowance for credit losses was $121.6 million, or 1.10 percent of net loans and leases, at June 30, 2017, compared with $126.9 million, or 1.20 percent of net loans and leases, at June 30, 2016 and $125.2 million, or 1.16 percent of net loans and leases, at March 31, 2017.  The increase in net charge-offs and the decline in the allowance for credit losses for the second quarter of 2017 were primarily the result of charge-offs associated with loans for which a specific reserve was recorded in previous quarters. 

Total non-performing assets ("NPAs") were $79.4 million, or 0.72 percent of net loans and leases, at June 30, 2017 compared with $94.9 million, or 0.90 percent of net loans and leases, at June 30, 2016, and $90.0 million, or 0.83 percent of net loans and leases, at March 31, 2017.  Other real estate owned was $7.7 million at June 30, 2017 compared with $14.7 million at June 30, 2016 and $8.5 million at March 31, 2017.

Noninterest Revenue

Noninterest revenue was $68.1 million for the second quarter of 2017, compared with $68.5 million for the second quarter of 2016 and $70.9 million for the first quarter of 2017.  These results included a negative MSR valuation adjustment of $1.5 million for the second quarter of 2017 compared with a negative MSR valuation adjustment of $4.1 million for the second quarter of 2016 and a positive MSR valuation adjustment of $0.9 million for the first quarter of 2017.  Valuation adjustments in the MSR asset are driven primarily by fluctuations in interest rates period over period.   

Excluding the MSR valuation adjustments, mortgage banking revenue was $7.6 million for the second quarter of 2017, compared with $12.0 million for the second quarter of 2016 and $8.1 million for the first quarter of 2017.  Mortgage origination volume for the second quarter of 2017 was $385.9 million, compared with $462.6 million for the second quarter of 2016 and $287.8 million for the first quarter of 2017.

Credit and debit card fee revenue was $9.6 million for the second quarter of 2017, compared with $9.5 million for the second quarter of 2016 and $8.9 million for the first quarter of 2017.  Deposit service charge revenue was $9.7 million for the second quarter of 2017, compared with $11.0 million for the second quarter of 2016 and $9.7 million for the first quarter of 2017.  Insurance commission revenue was $31.1 million for the second quarter of 2017, compared with $28.8 million for the second quarter of 2016 and $32.9 million for the first quarter of 2017.  Wealth management revenue was $5.3 million for the second quarter of 2017, compared with $5.3 million for the second quarter of 2016 and $5.2 million for the first quarter of 2017.    

Noninterest Expense

Noninterest expense for the second quarter of 2017 was $127.6 million, compared with $127.6 million for the second quarter of 2016 and $127.1 million for the first quarter of 2017.  Salaries and employee benefits expense was $81.6 million for the second quarter of 2017 compared to $80.7 million for the second quarter of 2016 and $81.4 million for the first quarter of 2017.  Occupancy expense was $10.5 million for the second quarter of 2017, compared with $10.1 million for the second quarter of 2016 and $10.3 million for the first quarter of 2017.  Other noninterest expense was $29.8 million for the second quarter of 2017, compared to $30.9 million for the second quarter of 2016 and $29.4 million for the first quarter of 2017.

Capital Management

The Company's equity capitalization is comprised entirely of common stock.  BancorpSouth's ratio of shareholders' equity to assets was 11.40 percent at June 30, 2017, compared with 12.12 percent at June 30, 2016 and 11.45 percent at March 31, 2017.  The ratio of tangible shareholders' equity to tangible assets was 9.44 percent at June 30, 2017, compared with 10.11 percent at June 30, 2016 and 9.49 percent at March 31, 2017.

During the second quarter of 2017, the Company repurchased 1,381,634 shares of its outstanding common stock at a weighted average price of $29.64 per share.  During the first quarter of 2017, the Company repurchased 1,613,691 shares at a weighted average price of $30.62 per share.  As of June 30, 2017, the Company had 3,016,615 remaining shares available for repurchase under its current share repurchase authorization, which expires on December 29, 2017.  

Estimated regulatory capital ratios at June 30, 2017 were calculated in accordance with the Basel III capital framework.  BancorpSouth is a "well capitalized" financial holding company, as defined by federal regulations, with Tier 1 risk-based capital of 11.90 percent at June 30, 2017 and total risk-based capital of 12.91 percent, compared with required minimum levels of 8 percent and 10 percent, respectively, in order to qualify for "well capitalized" classification. 

Transactions

On December 19, 2016, BancorpSouth Insurance Services, Inc. announced and closed the acquisition of certain assets of Gonzales, Louisiana based Waguespack & Associates Insurance, Inc.  The agency was formed in 1986 and is expected to produce annual revenues of approximately $3 million.  Waguespack will continue to operate under current leadership in its current location in Gonzales.

On January 21, 2014, the Company announced the signing of a definitive merger agreement with Central Community Corporation, headquartered in Temple, Texas, pursuant to which Central Community Corporation agreed to 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 June 30, 2017, Central Community Corporation, on a consolidated basis, reported total assets of $1.4 billion, total loans of $705.8 million and total deposits of $1.1 billion.  Under the terms of the definitive agreement, the Company will issue 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 Board of Directors of each company and was approved by Central Community Corporation shareholders on April 24, 2014.  The Company and Central Community Corporation entered into an extension of the merger effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Central Community Corporation.  The terms of the agreement provide for a minimum total deal value of $202.5 million but also allow Central Community Corporation to terminate the agreement if the average closing price of the Company's common stock declines below a certain threshold prior to closing.  The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

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. agreed to be merged with and into the Company.  OIB operates 11 full-service banking offices along the I-20 corridor and has a loan production office in Madison, Mississippi.  As of June 30, 2017, OIB, on a consolidated basis, reported total assets of $734.6 million, total loans of $496.1 million and total deposits of $614.2 million.  Under the terms of the definitive agreement, the Company will issue approximately 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 merger has been unanimously approved by the Board of Directors of each company and was approved by Ouachita Bancshares Corp. shareholders on April 8, 2014.  The Company and Ouachita Bancshares Corp. entered into an extension of the merger effective on October 13, 2016, extending the merger agreement through December 31, 2017 to allow for additional time to obtain the necessary regulatory approvals and to satisfy all closing conditions. The merger agreement remains in effect until terminated by the Board of Directors of the Company or Ouachita Bancshares Corp.  The terms of the agreement provide for a minimum total deal value of $111.1 million but also allow Ouachita Bancshares Corp. to terminate the agreement if the average closing price of the Company's common stock declines below a certain threshold prior to closing.  The transaction is expected to close shortly after receiving all required regulatory approvals, although the Company can provide no assurance that the merger will close timely or at all.

For the most recent information regarding the status of the merger with Central Community Corporation and the status of the merger with Ouachita Bancshares Corp. in our periodic and current reports, please refer to the Form 8-K that was previously filed with the SEC on October 14, 2016.

Summary

Rollins concluded, "We continue to see steady improvement quarter after quarter as we grow our Company while keeping expenses flat.  We are pleased with the success of several of our business development teams during the second quarter.  We reported meaningful net loan growth, our mortgage team originated over $385 million in mortgage loans during the quarter, and our insurance team reported growth in property and casualty commissions and life and health commissions despite continued industry headwinds.  While our story has seemed repetitive for some time now, I'm excited about our opportunity to continue to improve performance and enhance shareholder value going forward."

Non-GAAP Measures and Ratios

This news release presents certain financial measures and ratios that are not calculated in accordance with U.S. generally accepted accounting principles ("GAAP").  A discussion regarding these non-GAAP measures and ratios, including reconciliations of non-GAAP measures to the most directly comparable GAAP measures and definitions for non-GAAP ratios, appears under the caption "Reconciliation of Non-GAAP Measures and Other Non-GAAP Ratio Definitions"  beginning on page 19 of this news release.

Conference Call and Webcast

BancorpSouth will conduct a conference call to discuss its second quarter 2017 results on July 20, 2017, at 10:00 a.m. (Central Time).  This conference call will be an interactive session between management and analysts. Shareholders and other interested parties may listen to this live conference call via Internet webcast by accessing www.BancorpSouth.com/Webcast. The webcast will also be available in archived format at the same address.

About BancorpSouth, Inc.

BancorpSouth, Inc. (NYSE: BXS) is a financial holding company headquartered in Tupelo, Mississippi, with $14.8 billion in assets.  BancorpSouth Bank, a wholly-owned subsidiary of BancorpSouth, Inc., operates 234 full service branch locations as well as additional mortgage, insurance, and loan production offices in Alabama, Arkansas, Florida, Louisiana, Mississippi, Missouri, Tennessee and Texas, including an insurance location in Illinois.  BancorpSouth is committed to a culture of respect, diversity, and inclusion in both its workplace and communities. To learn more, visit our Community Commitment page at www.bancorpsouth.com.  Like us on Facebook; follow us on Twitter: @MyBXS; or connect with us through LinkedIn.

Forward-Looking Statements

Certain statements contained in this news release may not be based upon 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," "could," "estimate," "expect," "foresee," "hope," "intend," "may," "might," "plan," "will," or "would" or future or conditional verb tenses and variations or negatives of such terms. These forward-looking statements include, without limitation, those relating to the terms, timing and closings of the proposed mergers with Ouachita Bancshares Corp. and Central Community Corporation, the acceptance by customers of Ouachita Bancshares Corp. and Central Community Corporation of the Company's products and services if the proposed mergers close, the Company's ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its Bank Secrecy Act ("BSA") and anti-money laundering ("AML") compliance program and its fair lending compliance program, the Company's compliance with the consent order it entered into with the Consumer Financial Protection Bureau and the United States Department of Justice related to the Company's fair lending practices (the "Consent Order"), amortization expense for intangible assets, goodwill impairments, loan impairment, utilization of appraisals and inspections for real estate loans, maturity, renewal or extension of construction, acquisition and development loans, net interest revenue, fair value determinations, the amount of the Company's non-performing loans and leases, credit quality, credit losses, liquidity, off-balance sheet commitments and arrangements, valuation of mortgage servicing rights, allowance and provision for credit losses, early identification and resolution of credit issues, utilization of non-GAAP financial measures, the ability of the Company to collect all amounts due according to the contractual terms of loan agreements, the Company's reserve for losses from representation and warranty obligations, the Company's foreclosure process related to mortgage loans, the resolution of non-performing loans that are collaterally dependent, real estate values, fully-indexed interest rates, interest rate risk, interest rate sensitivity, the impact of interest rates on loan yields, calculation of economic value of equity, impaired loan charge-offs, diversification of the Company's revenue stream, the growth of the Company's insurance business and commission revenue, the growth of the Company's customer base and loan, deposit and fee revenue sources, liquidity needs and strategies, sources of funding, net interest margin, declaration and payment of dividends, the utilization of the Company's share repurchase program, the implementation and execution of cost saving initiatives, improvement in the Company's efficiencies, operating expense trends, future acquisitions and consideration to be used therefor, and the impact of certain claims and ongoing, pending or threatened litigation, administrative and investigatory matters. 

The Company cautions readers 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 as a result of a variety of factors. These factors may include, but are not limited to, the Company's ability to operate its regulatory compliance programs consistent with federal, state and local laws, including its BSA/AML compliance program and its fair lending compliance program, the Company's ability to successfully implement and comply with the Consent Order, the ability of the Company, Ouachita Bancshares Corp. and Central Community Corporation to obtain regulatory approval of and close the proposed mergers, the willingness of Ouachita Bancshares Corp. and Central Community Corporation to proceed with the proposed mergers, the potential impact upon the Company of the delay in the closings of these proposed mergers, the impact of any ongoing, pending or threatened litigation, administrative and investigatory matters involving the Company, 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, limitations on the Company's ability to declare and pay dividends, 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 and 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 the loss of any key Company personnel, 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 growth of the Company's insurance business and commission revenue, the growth of the Company's loan, deposit and fee revenue sources, 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, the utilization of the Company's share repurchase program, the implementation and execution of cost saving initiatives, other factors generally understood to affect the assets, business, cash flows, financial condition, liquidity, prospects and/or results of operations of financial services companies and other factors detailed from time to time in the Company's press and news releases, reports and other filings with the SEC.  Forward-looking statements speak only as of the date that they were made, and, except as required by law, the Company does not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances that occur after the date of this news release.