UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2010.
OR
For the fiscal year ended December 31, 2008.
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Commission file number 0-13089
Hancock Holding Company
(Exact name of registrant as specified in its charter)
Mississippi | 64-0693170 | ||
(State or other jurisdiction of | (I.R.S. Employer Identification Number) |
One Hancock Plaza, Gulfport, Mississippi | 39501 | (228) 868-4727 | ||
(Address of principal executive offices) | (Zip Code) | Registrant’s telephone number, including area code |
Securities registered pursuant to Section 12(b) of the Act:
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COMMON STOCK, $3.33 PAR VALUE | The NASDAQ Stock Market, LLC | |
(Title of Class) | (Name of Exchange on Which Registered) |
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o¨ No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):
Large accelerated filer | x | Accelerated filer | ¨ | |||
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o¨ No x
The aggregate market value of the voting stock held by nonaffiliates of the registrant as of June 30, 20082010 was $1,016,381,401$1,177,419,750 based upon the closing market price on NASDAQ as of such date. For purposes of this calculation only, shares held by nonaffiliates are deemed to consist of (a) shares held by all shareholders other than directors and executive officers of the registrant plus (b) shares held by directors and officers as to which beneficial ownership has been disclaimed.
On February 2, 2009,1, 2011, the registrant had outstanding 31,802,84836,914,746 shares of common stock for financial statement purposes.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s Annual Report to Stockholders for the year ended December 31, 2008 are incorporated by reference into Part I and Part II of this report.
Portions of the definitive Proxy Statement used in connection with the Registrant’s Annual Meeting of Shareholders to be held on March 26, 200931, 2011 are incorporated by reference into Part III of this report.
Hancock Holding Company
Form 10-K
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PART II | ||||||
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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PART III | ||||||
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
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PART IV | ||||||
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BUSINESS |
ORGANIZATION AND RECENT DEVELOPMENTS
Hancock Holding Company (the Company), organized in 1984 as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, is headquartered in Gulfport, Mississippi. In 2002, the Company qualified as a financial holding company giving it broader powers. At December 31, 2008, theThe Company operated more than 157 banking and financial services offices and more than 137 automated teller machines (ATMs) in the states of Mississippi, Louisiana, Florida and Alabamaoperates through fourthree wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank MS), Hancock Bank of Louisiana, Baton Rouge, Louisiana (Hancock Bank LA), Hancock Bank of Florida, Tallahassee, Florida (Hancock Bank FL) and Hancock Bank of Alabama, Mobile, Alabama (Hancock Bank AL). Hancock Bank MS, Hancock Bank LA Hancock Bank FL and Hancock Bank AL are referred to collectively as the “Banks”.
On December 22, 2010, the Company and Whitney Holding Corporation entered into a definitive agreement for Whitney to merge into the Company in a stock-for-stock transaction. The transaction was approved unanimously by both companies’ boards of directors. Under the terms of the agreement, subject to shareholder and regulatory approval and other customary conditions, shareholders of Whitney Holding Corporation will receive 0.418 shares of the Company’s common stock in exchange for each share of Whitney common stock. In connection with the merger, the Company plans to issue common equity for net proceeds of approximately $220 million and, subject to the receipt of requisite approvals, expects to repurchase all of Whitney’s TARP preferred stock and warrants held by the U.S. Treasury at closing.
The Banks are community oriented and focus primarily on offering commercial, consumer and mortgage loans and deposit services to individuals and small to middle market businesses in their respective market areas. The Company’s operating strategy is to provide its customers with the financial sophistication and breadth of products of a regional bank, while successfully retaining the local appeal and level of service of a community bank. At December 31, 2008,2010, the Company had total assets of $7.2$8.1 billion and 1,9522,271 employees on a full-time equivalent basis.
Hancock Bank MS was originally chartered as Hancock County Bank in 1899. Since its organization, the strategy of Hancock Bank MS has been to achieve a dominant market share on the Mississippi Gulf Coast. On December 18, 2009, the Company acquired the assets and assumed the liabilities of Panama City, FL, based Peoples First Community Bank (Peoples First). Effective January 1, 2010, Hancock Bank of Florida merged into Hancock Bank. Prior to a series of acquisitions begun in 1985, growth was primarily internal and was accomplished by branch expansions in areas of population growth where no dominant financial institution previously served the market area. Economic expansionThe main economic industries on the Mississippi Gulf Coast has resulted primarily from growth ofare military and government-related facilities, tourism, port facility activities, industrial complexes and the gaming industry. Based on the most current available published data, Hancock Bank MS has the largest deposit market share in each of the following five counties: Harrison, Hancock, Jackson, Lamar and Pearl River. In addition, Hancock Bank MS has a presence in the following counties: Forrest and Jefferson Davis. At December 31, 2008,2010, Hancock Bank MS had total assets of $3.8$5.0 billion and 1,2791,660 employees on a full-time equivalent basis.
In August 1990, the Company formed Hancock Bank LA to assume the deposit liabilities and acquire the consumer loan portfolio, corporate credit card portfolio and non-adversely classified securities portfolio of American Bank and Trust, Baton Rouge, Louisiana, (AmBank), from the Federal Deposit Insurance Corporation (FDIC). Economic expansionThe main economic industries in East Baton Rouge Parish has resulted from growth inare state government and related service industries, educational and medical complexes, petrochemical industries, port facility activities and transportation and related industries. With the purchase of two Dryades Savings Bank, F.S.B. branches in 2003 and the 2007 opening of a new financial center in New Orleans’ Central Business District, Hancock Bank LA established a long-awaited presence in the Greater New Orleans area. At December 31, 2008,2010, Hancock Bank LA had total assets of $3.0$2.9 billion and 573565 employees on a full-time equivalent basis.
Hancock Bank FL was formed in March 2004 with the acquisition of Tallahassee’s Guaranty National Bank. In addition to the five branches acquired in the Tallahassee area in 2004, Hancock Bank FL has since opened two more branches in the Pensacola market. Hancock Bank FL had total assets of $367.1 million and 58 employees on a full-time equivalent basis at December 31, 2008.
In February 2007, Hancock Bank AL was incorporated in Mobile, AL. During 2007 and 2008, five branches have been opened to serve the Mobile area and Alabama’s Eastern Shore. At December 31, 2008,2010, Hancock Bank AL had total assets of $155.9$195.7 million and 4346 employees on a full-time equivalent basis.
CURRENT OPERATIONS
Loan Production and Credit Review
The Banks’ primary lending focus is to provide commercial, consumer, commercial leasing and real estate loans to consumers and to small and middle market businesses in their respective market areas. The Banks have no significant concentrations of loans to particular borrowers or industries or loans to any foreign entities. Each loan officer has Board approved loan limits on the principal amount of secured and unsecured loans that can be approved for a single borrower without prior approval of one or more Regional Credit Officers. All loans, however, must meet the credit underwriting standards and loan policies of the Banks.
All loans over an individual loan officer’s Board approved lending authority must be approved by one of the Bank’s centralized loan underwriting units, by a senior lender or one or more Regional Credit Officers. Each loan file is reviewed by the Bank’s loan operations quality assurance function, a component of its loan review system, to ensure proper documentation and asset quality.
Loan Review and Asset Quality
Each Bank’s portfolio of loan relationships aggregating $500,000 or more is reviewed every 12 to 18 months by the Bank’s Loan Review staff to identify any deficiencies and report them to management to take corrective actions as necessary. Periodically, selected loan relationships aggregating less than $500,000 are also reviewed. As a result of such reviews, each Bank places on its Watch list loans requiring close or frequent review. All loans over $100,000 classified by a regulatory auditor are also placed on the Watch list. All Watch list and past due loans are reviewed monthly by the Banks’ senior lending officers. All Watch list loans are reviewed monthly by the Bank’s Asset Quality Committee and quarterly by the Banks’ Board of Directors’ Loan Oversight Committee.
In addition, in the approval process, all loans to a particular borrower are considered, regardless of classification, each time such borrower requests a renewal or extension of any loan or requests a new loan. All lines of credit are reviewed before renewal. The Banks currently have mechanisms in place that require borrowers to submit annual financial statements, except borrowers with secured installment and residential mortgage loans.
Consumer loans which become 30 days delinquent are reviewed regularly by management. As a matter of policy, loans are placed on a non-accrual status when (1) payment in full, of principal or interest is not expected or (2) the principal or interest has been in default for a period of 90 days, unless the loan is well secured and in the process of collection.
The Banks follow the standard FDIC loan classification system. This system provides management with (1) a general view of the quality of the overall loan portfolio (each Bank’s loan portfolio and each commercial loan officer’s loan portfolio) and (2) information on specific loans that may need individual attention.
The Bank’s nonperforming assets, consisting of real property, vehicles and other items held for resale, were acquired generally through the process of foreclosure. At December 31, 2008,2010, the book value of those assets held for resale was approximately $5.2$33.3 million.
Securities Portfolio
The Banks maintain portfolios of securities consisting primarily of U.S. Treasury securities, U.S. government agency issues, agency mortgage-backed securities, agency CMOs and tax-exempt obligations of states and political subdivisions. The portfolios are designed to provide liquidity to fund loan growth and deposit outflows while maximizing interest income within pre-defined risk parameters. Therefore, the Banks invest only in high quality securities of investment grade quality and with a target effective duration, for the overall portfolio, generally between two to five years.
The Banks’ policies limit investments to securities having a rating of no less than “Baa”, or its equivalent by a Nationally Recognized Statistical Rating Agency, except for certain obligations of Mississippi, Louisiana, Florida or Alabama counties, parishes and municipalities.
Deposits
The Banks have several programs designed to attract depository accounts offered to consumers and to small and middle market businesses at interest rates generally consistent with market conditions. Additionally, the Banks operate more than 130160 ATMs at the Company’s banking offices as well as free-standing ATMs at other locations. As members of regional and international ATM networks such as “STAR”, “PLUS” and “CIRRUS”, the Banks offer customers access to their depository accounts from regional, national and international ATM facilities. Deposit flows are controlled by the Banks primarily through pricing, and to a certain extent, through promotional activities. Management believes that the rates it offers, which are posted weekly on deposit accounts, are generally competitive with other financial institutions in the Banks’ respective market areas.
Trust Services
The Banks, through their respective Trust Departments, offer a full range of trust services on a fee basis. The Banks act as executor, administrator or guardian in administering estates. Also provided are investment custodial services for individuals, businesses and charitable and religious organizations. In their trust capacities, the Banks provide investment management services on an agency basis and act as trustee for pension plans, profit sharing plans, corporate and municipal bond issues, living trusts, life insurance trusts and various other types of trusts created by or for individuals, businesses and charitable and religious organizations. As of December 31, 2008,2010, the Trust Departments of the Banks had approximately $7.7$8.3 billion of assets under administration compared to $8.3$7.5 billion as of December 31, 2007.2009. As of December 31, 2008, $4.22010, $4.1 billion of administered assets were corporate trust accounts and the remaining balances were personal, employee benefit, estate and other trust accounts.
Operating Efficiency Strategy
The primary focus of the Company’s operating strategy is to increase operating income and to reduce operating expense. A Company’s operating efficiency ratio indicates the percentage of each dollar of net revenue that is used to fund operating expenses. Net revenue for a financial institution is the total of net interest income plus non-interest income, excluding securities transactions gains or losses. Operating expenses exclude the amortization of intangibles.
Other Activities
Hancock Bank MS has 6 subsidiaries through which it engages in the following activities: providing consumer financing services; owning, managing and maintaining certain real property; providing general insurance agency services; holding investment securities; marketing credit life insurance; and providing discount investment brokerage services. The income of these subsidiaries generally accounts for less than 10% of the Company’s total net earnings.
During 2001, the Company began servicing mortgage loans for the Federal National Mortgage Association. At that time the loans serviced were originated and closed by the Company’s mortgage subsidiary. The servicing activity was also performed by this same subsidiary. In the middle of 2003, however, the Company modified its strategy and reverted to selling the majority of its conforming loans with servicing released. In December 2004, the Company’s mortgage subsidiary merged with Hancock Bank MS, its parent. Currently all mortgage activity is being reported by Hancock Bank MS, Hancock Bank of Louisiana Hancock Bank of Florida and Hancock Bank of Alabama.
Hancock Bank MS also owns approximately 3,700 acres of timberland in Hancock County, Mississippi, most of which was acquired through foreclosure in the 1930’s. Timber sales and oil and gas leases on this acreage generate less than 1% of the Company’s annual net income.
Competition
The deregulation of the financial services industry, the elimination of many previous distinctions between commercial banks and other financial institutions as well as legislation enacted in Mississippi, Louisiana and other states allowing state-wide branching, multi-bank holding companies and regional interstate banking have all served to foster a highly competitive environment for commercial banking in our market area. The principal competitive factors in the markets for deposits and loans are interest rates and fee structures associated with the various products offered. We also compete through the efficiency, quality, range of services and products it provides,we provide, as well as the convenience provided by an extensive network of customer access channels including local branch offices, ATM’s, online banking, and telebanking centers. Access to the bank’s extensive network of customer access points is further enhanced by convenient hours including Saturday banking at selected branch locations and through the bank’s telebanking service center.
In attracting deposits and in our lending activities, we generally compete with other commercial banks, savings associations, credit unions, mortgage banking firms, consumer finance companies, securities brokerage firms, mutual funds and insurance companies and other financial institutions.
Available Information
We maintain an internet website at www.hancockbank.com. We make available free of charge on the website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed with the Securities and Exchange Commission. Our Annual Report to Stockholders is also available on our website. These reports are made available on our website as soon as reasonably practical after the reports are filed with the Commission. Information on our website is not incorporated into this Form 10-K or our other securities filings and is not part of them.
SUPERVISION AND REGULATION
Bank Holding Company Regulation
General
The Company is subject to extensive regulation by the Board of Governors of the Federal Reserve System (the Federal Reserve) pursuant to the Bank Holding Company Act of 1956, as amended (the Bank Holding Company Act). On January 26, 2002 the Company qualified as a financial holding company, giving it broader powers as discussed below. To date, the Company has exercised its powers as a financial holding company to acquire a non-controlling interest in a third party service provider for insurance companies and, in December 2003, acquired Magna Insurance Company. The Company also is required to file certain reports with, and otherwise complies with the rules and regulations of, the Securities and Exchange Commission (the Commission) under federal securities laws.
Federal Regulation
The Bank Holding Company Act generally prohibits a corporation owning a bank from engaging in activities other than banking, managing or controlling banks or other permissible subsidiaries. Acquiring or obtaining control of more than 5% of the voting shares of any company engaged in activities other than those activities determined by the Federal Reserve to be so closely related to banking, managing or controlling banks as to be proper incident thereto is also prohibited. In determining whether a particular activity is permissible, the Federal Reserve considers whether the performance of the activity can reasonably be expected to produce benefits to the public that outweigh possible adverse effects. For example: making, acquiring or servicing loans; leasing personal property; providing certain investment or financial advice; performing certain data processing services; acting as agent or broker in selling credit life insurance, and performing certain insurance underwriting activities have all been determined by regulations of the Federal Reserve to be permissible activities. The Bank Holding Company Act does not place territorial limitations on permissible bank-related activities of bank holding companies. Despite prior approval, however, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or its control of any subsidiary when it has reasonable cause to believe that continuation of such activity or control of such subsidiary constitutes a serious risk to
the financial safety, soundness or stability of any bank subsidiary of that holding company.
The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve: (1) before it may acquire ownership or control of any voting shares of any bank if, after such acquisition, such bank holding company will own or control more than 5% of the voting shares of such bank, (2) before it or any of its subsidiaries other than a bank may acquire all of the assets of a bank, (3) before it may merge with any other bank holding company, or (4) before it may engage in permissible non-banking activities. In reviewing a proposed acquisition, the Federal Reserve considers financial, managerial and competitive aspects. The future prospects of the companies and banks concerned and the convenience and needs of the community to be served must also be considered. The Federal Reserve also reviews the indebtedness to be incurred by a bank holding company in connection with the proposed acquisition to ensure that the holding company can service such indebtedness without adversely affecting the capital requirements of the holding company or its subsidiaries. The Bank Holding Company Act further requires that consummation of approved bank holding company or bank acquisitions or mergers must be delayed for a period of not less than 15 or more than 30 days following the date of approval. During such 15 to 30-day period, complaining parties may obtain a review of the Federal Reserve’s order granting its approval by filing a petition in the appropriate United States Court of Appeals petitioning that the order be set aside.
On November 12, 1999, President Clinton signed into law the Gramm-Leach-Bliley Act of 1999 (the “Financial Services Modernization Act”). The Financial Services Modernization Act repeals the two affiliation provisions of the Glass-Steagall Act: Section 20, which restricted the affiliation of Federal Reserve Member Banks with firms “engaged principally” in specified securities activities; and Section 32, which restricts officer, director, or employee interlocks between a member bank and any company or person “primarily engaged” in specified securities activities. In addition, the Financial Services Modernization Act also containscontained provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily related to insurance. The general effect of the law is to establish a comprehensive framework to permit affiliations among qualified bank holding companies, commercial banks, insurance companies, securities firms, and other financial service providers by revising and expanding the Bank Holding Company Act framework to permit a holding company system to engage in a full range of financial activities through a new entity known as a Financial Holding Company. “Financial activities” is broadly defined to include not only banking, insurance, and securities activities, but also merchant banking and additional activities that the Federal Reserve, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities, or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.
Generally, the Financial Services Modernization Act:
• Repeals historical restrictions on, and eliminates many federal and state law barriers to, affiliations among banks, securities firms, insurance companies, and other financial service providers;
• Provides a uniform framework for the functional regulation of the activities of banks, savings institutions, and their holding companies;
• Broadens the activities that may be conducted by national banks, banking subsidiaries of bank holding companies, and their financial subsidiaries;
• Provides an enhanced framework for protecting the privacy of consumer information;
• Adopts a number of provisions related to the capitalization, membership, corporate governance, and other measures designed to modernize the Federal Home Loan Bank system;
• Modifies the laws governing the implementation of the Community Reinvestment Act (“CRA”); and
• Addresses a variety of other legal and regulatory issues affecting both day-to-day operations and long-term activities of financial institutions.
The Financial Services Modernization Act requires that each bank subsidiary of a financial holding company be well capitalized and well managed as determined by the subsidiary bank’s principal regulator.
To be considered well managed, the bank must have received at least a satisfactory composite rating and a satisfactory management rating at its last examination. To be well capitalized, the bank must have a leverage capital ratio of 5%, a Tier 1 Risk-basedrisk-based capital ratio of 6% and a total risk-based capital ratio of 10%. These ratios are discussed further below. In the event a financial holding company becomes aware that a subsidiary bank ceases to be well capitalized or well managed, it must notify the Federal Reserve and enter into an agreement to cure such condition. The consequences of a failure to cure such condition are that the Federal Reserve Board may order divestiture of the bank. Alternatively, a financial holding company may comply with such order by ceasing to engage in the financial holding company activities that are unrelated to banking or otherwise impermissible for a bank holding company.
The Federal Reserve has adopted capital adequacy guidelines for use in its examination and regulation of bank holding companies and financial holding companies. The regulatory capital of a bank holding company or financial holding company under applicable federal capital adequacy guidelines is particularly important in the Federal Reserve’s evaluation of a holding company and any applications by the bank holding company to the Federal Reserve. If regulatory capital falls below minimum guideline levels, a financial holding company may lose its status as a financial holding company and a bank holding company or bank may be denied approval to acquire or establish additional banks or non-bank businesses or to open additional facilities. In addition, a financial institution’s failure to meet minimum regulatory capital standards can lead to other penalties, including termination of deposit insurance or appointment of a conservator or receiver for the financial institution. There are two measures of regulatory capital presently applicable to bank holding companies: (1) risk-based capital and (2) leverage capital ratios.
The Federal Reserve rates bank holding companies by a component and composite 1-5 rating system. This system is designed to help identify institutions, which require special attention. Financial institutions are assigned ratings based on evaluation and rating of their financial condition and operations. Components reviewed include capital adequacy, asset quality, management capability, the quality and level of earnings, the adequacy of liquidity and sensitivity to interest rate fluctuations.
The leverage ratios adopted by the Federal Reserve require all but the most highly rated bank holding companies to maintain Tier 1 Capital at 4% of total assets. Certain bank holding companies having a composite 1 rating and not experiencing or anticipating significant growth may satisfy the Federal Reserve guidelines by maintaining Tier 1 Capital of at least 3% of total assets. Tier 1 Capital for bank holding companies includes: stockholders’ equity, minoritynon-controlling interest in equity accounts of consolidated subsidiaries and qualifying perpetual preferred stock. In addition, Tier 1 Capital excludes goodwill and other disallowed intangibles. The Company’s leverage capital ratio at December 31, 20082010 was 8.06%9.65% and 8.51%10.60% at December 31, 2007.2009.
The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under the risk-based capital guidelines, assets are assigned to one of four risk categories: 0%, 20% 50% and 100%. As an example, U.S. Treasury securities are assigned to the 0% risk category while most categories of loans are assigned to the 100% risk category. A two-step process determines the risk weight of off-balance sheet items such as standby letters of credit. First, the amount of the off-balance sheet item is multiplied by a credit conversion factor of either 0%, 20%, 50% or 100%. The result is then assigned to one of the four risk categories. At December 31, 2008,2010, the Company’s off-balance sheet items aggregated $998.4 million;$1.0 billion; however, after the credit conversion these items represented $292.3$407.2 million of balance sheet equivalents.
The primary component of risk-based capital is Tier 1 Capital, which for the Company is essentially equal to common stockholders’ equity, less goodwill and other intangibles. Tier 2 Capital, which consists primarily of the excess of any perpetual preferred stock, mandatory convertible securities, subordinated debt and general allowances for loan losses, is a secondary component of risk-based capital. The risk-weighted asset base is equal to the sum of the aggregate dollar values of assets and off-balance sheet items in each risk category, multiplied by the weight assigned to that category. A ratio of Tier 1 Capital to risk-weighted assets of at least 4% and a ratio of Total Capital (Tier 1 and Tier 2) to risk-weighted assets of at least 8% must be maintained by bank holding companies. At December 31, 2008,2010, the Company’s Tier 1 and Total Capital ratios were 10.09%15.34% and 11.22%16.60%, respectively. At December 31, 2007,2009, the Company’s Tier 1 and Total Capital ratios were 11.03%11.99% and 12.07%13.04%, respectively.
The prior approval of the Federal Reserve must be obtained before the Company may acquire substantially all the assets of any bank, or ownership or control of any voting shares of any bank, if, after such acquisition, it would own or control, directly or indirectly, more than 5% of the voting shares of such bank. In no case, however, may the Federal Reserve approve an acquisition of any bank located outside Mississippi unless such acquisition is specifically authorized by the laws of the state in which the bank to be acquired is located. The banking laws of Mississippi presently permit out-of-state banking organizations to acquire Mississippi banking organizations, provided the Mississippi banking organization has been operating for at least five years. In addition, Mississippi banking organizations were granted similar powers to acquire certain out-of-state financial institutions pursuant to the Interstate Bank Branching Act, which was adopted in 1994.
With the passage of The Interstate Banking and Branching Efficiency Act of 1994, adequately capitalized and managed bank holding companies are permitted to acquire control of banks in any state, subject to federal regulatory approval, without regard to whether such a transaction is prohibited by the laws of any state. Beginning June 1, 1997, federal banking regulators may approve merger transactions involving banks located in different states, without regard to laws of any state prohibiting such transactions; except that, mergers may not be approved with respect to banks located in states that, before June 1, 1997, enacted legislation prohibiting mergers by banks located in such state with out-of-state institutions. Federal banking regulators may permit an out-of-state bank to open new branches in another state if such state has enacted legislation permitting interstate branching. The legislation further provides that a bank holding company may not, following an interstate acquisition, control more than 10% of nationwide insured deposits or 30% of deposits in the relevant state. States have the right to adopt legislation to lower the 30% limit. Additional provisions require that interstate activities conform to the Community Reinvestment Act.
The Company is required to give the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the Company’s consolidated net worth. The Federal Reserve may disapprove such a transaction if it determines that the proposal constitutes an unsafe or unsound practice, would violate any law, regulation, Federal Reserve order or directive or any condition imposed by, or written agreement with, the Federal Reserve.
In November 1985, the Federal Reserve adopted its Policy Statement on Cash Dividends Not Fully Covered by Earnings (the Policy Statement). The Policy Statement sets forth various guidelines that the Federal Reserve believes that a bank holding company should follow in establishing its dividend policy. In general, the Federal Reserve stated that bank holding companies should pay dividends only out of current earnings. It also stated that dividends should not be paid unless the prospective rate of earnings retention by the holding company appears consistent with its capital needs, asset quality and overall financial condition.
The Company is a legal entity separate and distinct from the Banks. There are various restrictions that limit the ability of the Banks to finance, pay dividends or otherwise supply funds to the Company or other affiliates. In addition, subsidiary banks of holding companies are subject to certain restrictions on any extension of credit to the bank holding company or any of its subsidiaries, on investments in the stock or other securities thereof and on the taking of such stock or securities as collateral for loans to any borrower. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with extensions of credit, or leases or sales of property or furnishing of services.
Bank Regulation
The operations of the Banks are subject to state and federal statutes applicable to state banks and the regulations of the Federal Reserve and the FDIC. The operation of the Banks may also be subject to applicable OCC regulation, to the extent states banks are granted parity with national banks. Such statutes and regulations relate to, among other things, required reserves, investments, loans, mergers and consolidations, issuance of securities, payment of dividends, establishment of branches and other aspects of the Banks’ operations.
Hancock Bank MS is subject to regulation and periodic examinations by the FDIC and the State of Mississippi Department of Banking and Consumer Finance. Hancock Bank LA is subject to regulation and periodic examinations by the FDIC and the Office of Financial Institutions, State of Louisiana. Hancock Bank FL is(which was merged into Hancock Bank MS effective January 1, 2010) was subject to regulation and periodic examinations by the FDIC and the Florida Department of Financial Services.
Hancock Bank AL is subject to regulation and periodic examinations by the FDIC and the Alabama State Banking Department. These regulatory authorities examine such areas as reserves, loan and investment quality, management policies, procedures and practices and other aspects of operations. These examinations are designed for the protection of the Banks’ depositors, rather than their stockholders. In addition to these regular examinations, the Company and the Banks must furnish periodic reports to their respective regulatory authorities containing a full and accurate statement of their affairs.
The Company is required to file annual reports with the Federal Reserve Board, and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board may examine a bank holding company or any of its subsidiaries, and charge the company for the cost of such examination.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (discussed in more detail below under “Recent Developments”) has removed many limitations on the Federal Reserve Board’s authority to make examinations of banks that are subsidiaries of bank holding companies. Under the Dodd-Frank Act, the Federal Reserve Board will generally be permitted to examine bank holding companies and their subsidiaries, provided that the Federal Reserve Board must rely on reports submitted directly by the institution and examination reports of the appropriate regulators (such as the FDIC and the Banking Department) to the fullest extent possible; must provide reasonable notice to, and consult with, the appropriate regulators before commencing an examination of a bank holding company subsidiary; and, to the fullest extent possible, must avoid duplication of examination activities, reporting requirements, and requests for information.
As a result of the enactment of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), a financial institution insured by the FDIC can be held liable for any losses incurred by, or reasonably expected to be incurred by, the FDIC in connection with (1) the default of a commonly controlled FDIC-insured financial institution or (2) any assistance provided by the FDIC to a commonly controlled financial institution in danger of default.
The Banks are members of the FDIC, and their deposits are insured as provided by law by the Deposit Insurance Fund, (DIF). On December 19, 1991,or the Federal Deposit Insurance Corporation Improvement ActDIF. The deposits of 1991 (FDICIA) was enacted. The Federal Deposit Insurance Act, as amended by Section 302 of FDICIA, calls for risk-relatedthe Banks are insured up to applicable limits and are subject to deposit insurance assessments to maintain the DIF. The FDIC utilizes a risk-based assessment rates. Thesystem that imposes insurance premiums based upon a risk classification of an institution will determine its deposit insurance premium. The Federal Deposit Insurance Reform act of 2005 createdmatrix that takes into account a new risk differentiation systembank’s capital level and established a new base assessment rate schedule, effectivesupervisory rating.
Effective January 1, 2007. The final rule consolidates2007, the existing nineFDIC began imposing deposit assessment rates based on the risk categories into four and names them Risk Categories I, II, III, and IV.category of the bank, with Risk Category I replacesbeing the 1Alowest risk category and Risk Category IV being the highest risk category. The annual rates (in basis points) are now from 5 centsBecause of favorable loss experience and a healthy reserve ratio in the Bank Insurance Fund, or the BIF, of the FDIC, well-capitalized and well-managed banks, have in recent years paid minimal premiums for FDIC insurance. With the additional deposit insurance, a deposit premium refund, in the form of credit offsets, was granted to 43 cents per hundred dollarsbanks that were in existence on December 31, 1996, and paid deposit insurance premiums prior to that date.
In December of 2008, the FDIC adopted a restoration plan designed to replenish the Deposit Insurance Fund over a period of five years and to increase the deposit insurance reserve ratio, which had decreased to 1.01% of insured deposits with category I rates having a rangeon June 30, 2008, to the statutory minimum of 5 cents to 7 cents per hundred dollars1.15% of insured deposits.deposits by December 31, 2013. In 2007,order to implement the Banks received a risk classification of I for assessment purposes. Total FICO assessments paid torestoration plan, the FDIC amounted to $0.6 million in 2008 and $0.6 million in 2007.
Under the provisions of the Federal Deposit Insurance Reform Act of 2005, Hancock Bank MS and Hancock Bank LA received a one-time FDIC assessment credit of $1.9 million and $1.3 million, respectively, to be used against deposit insurance assessments beginning January 1, 2007. $1.8 million of this credit offset the entire FDIC assessment for 2007 and the remaining $1.4 million offset the 2008 assessment. FDIC insurance expense totaled $1.2 million in 2008.
In October 2008, in an effort to restore capitalization levels and to ensure the DIF will adequately cover projected losses from future bank failures, the FDIC proposed a rule to alter the way in which it differentiates for risk in thechanged both its risk-based assessment system and to revise deposit insurance assessment rates, includingits base assessment rates. For the first quarter of 2009 only, the FDIC increased all FDIC deposit assessment rates by 7 basis points. These new rates ranged from between 12 and 14 basis points for Risk Category I institutions to 50 basis points for Risk Category IV institutions.
Beginning April 1, 2009, the base assessment rates ranged from 12 to 45 basis points, with the initial assessment rates subject to adjustments which could increase or decrease the total base assessment rates. The adjustments included (1) a decrease for long-term unsecured debt, including most senior and subordinated debt and, for small institutions, that have long-term debt issuer ratings,a portion of Tier 1 capital; (2) an increase for secured liabilities above a threshold amount; and (3) for non-Risk Category I institutions, an increase for brokered deposits above a threshold amount.
On May 22, 2009, the FDIC proposes (i)imposed a special deposit insurance fund assessment of 5.0 basis points on all insured institutions, to determinebe calculated based on the difference between an institution’s total assets and its Tier 1 capital and collected on September 30, 2009. On November 12, 2009, the FDIC required banks to prepay over three years of estimated federal deposit insurance premiums.
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) changed the method of calculation for FDIC insurance assessments. Under the previous system, the assessment base was domestic deposits minus a few allowable exclusions, such as pass-through reserve balances. Under the Dodd-Frank Act, assessments are to be calculated based on the depository institution’s average consolidated total assets, less its average amount of tangible equity. On November 9, 2010, the FDIC published proposed regulations seeking to implement these changes. In addition to providing for the required change in assessment base, the FDIC has proposed to modify or eliminate the assessment adjustments based on unsecured debt, secured liabilities, and brokered deposits; to add a new adjustment for holding unsecured debt issued by another insured depository institution; and to lower the initial base assessment rate using a combinationschedule in order to collect approximately the same amount of weighted-average CAMELS component ratings, long-term debt issuer ratings (convertedrevenue under the new base as under the old base, among other changes. These proposed changes may or may not ultimately be included in the FDIC’s final regulations implementing this provision of the Dodd-Frank Act.
The enactment of the Emergency Economic Stabilization Act of 2008 temporarily raised the basic limit on federal deposit insurance coverage from $100,000 to numbers and averaged) and$250,000 per depositor. However, with the financial ratios method assessment rate (as defined), each equally weighted and (ii) to revisepassage of the uniform amount andDodd-Frank Act, this increase in the pricing multipliers.basic coverage limit has been made permanent.
On October 14, 2008, the FDIC announced the Temporary Liquidity Guarantee Program (“TLGP”). The final rule was adopted on November 21, 2008. The FDIC also proposesstated that its purpose was to introduce three adjustments that could be madestrengthen confidence and encourage liquidity in the banking system by guaranteeing newly issued senior unsecured debt of banks of 31 days or greater, thrifts, and certain holding companies (the “Debt Guarantee Program”), and by providing full coverage of non-interest-bearing transaction accounts, as well as certain low-interest NOW accounts and IOLTA accounts, regardless of dollar amount (the “Transaction Account Guarantee Program”). Inclusion in the program was voluntary. Institutions participating in the Debt Guarantee Program are assessed fees based on a sliding scale, depending on length of maturity. Shorter-term debt has a lower fee structure and longer-term debt has a higher fee structure. The fee ranged from 50 basis points on debt of 180 days or less to an institution’s initial base assessment rate, including (i) a potential decreasemaximum of up to 2100 basis points for long-term unsecured debt including seniorwith maturities of one year or longer, on an annualized basis. For institutions participating in the Transaction Account Guarantee Program, a 10-basis point surcharge was added to the institution’s current insurance assessment in order to fully cover all transaction accounts. The Banks did not elect to participate in the Debt Guaranty Program but did elect to participate in the Transaction Account Guarantee Program.
The Transaction Account Guarantee Program was set to expire on December 31, 2010. However, with the passage of the Dodd-Frank Act, the insurance coverage provided under the Transaction Account Guarantee Program has in effect been extended until December 31, 2012, with some changes. Perhaps the most significant differences between the current version of the Transaction Account Guarantee Program and subordinated debt,the Dodd-Frank extension of the program are (i) that all banks are required to participate in the new coverage, with no opt-out available, and (ii) a potential increase for secured liabilities in excess of 15% of domestic deposits and (iii) for non-Risk Categorythat interest-bearing NOW accounts will no longer benefit from the unlimited insurance coverage beginning January 1, institutions, a potential increase for brokered deposits in excess of 10% of domestic deposits. 2011 (although IOLTA accounts will continue to benefit from the unlimited coverage).
In addition, the FDIC proposed raising the current rates uniformly by 7 basis points for the assessment forsince the first quarter of 2009 resulting2000, all institutions with deposits insured by the FDIC have been required to pay assessments to fund interest payments on bonds issued by the Financing Corporation (“FICO”), a mixed-ownership government corporation established to recapitalize a predecessor to the Deposit Insurance Fund. The FICO assessment rate is adjusted quarterly to reflect changes in annualizedthe assessment rates for Risk Category 1 institutions ranging from 12 to 14 basis points.bases of the fund based on quarterly Call Report and Thrift Financial Report submissions. The proposal for first quarter 2009 assessment rates was adopted as a final rule in December 2008. The FDIC also proposed, effective April 1, 2009, initial base assessment rates for Risk Category 1 institutions of 10 to 14 basis points. After the effect of potential baserate adjustments, thecurrent annualized assessment rate for Risk Category 1 institutions would range from 8 to 21is 1.020 basis points. A final rule related to this proposal is expected to be issued duringpoints, or approximately 0.255 basis points per quarter. These assessments will continue until the first quarter of 2009. The Company cannot provide any assurance as to the amount of any proposed increaseFICO bonds mature in its deposit insurance premium rate, should such an increase occur, as such changes are dependent upon a variety of factors, some of which are beyond the Company’s control.2017 through 2019.
In general, FDICIA subjects banks and bank holding companies to significantly increased regulation and supervision. FDICIA increased the borrowing authority of the FDIC in order to recapitalize the DIF, and the future borrowings are to be repaid by increased assessments on FDIC member banks. Other significant provisions of FDICIA require a new regulatory emphasis linking supervision to bank capital levels.
Also, federal banking regulators are required to take prompt regulatory action with respect to depository institutions that fall below specified capital levels and to draft non-capital regulatory measures to assure bank safety.
FDICIA contains a “prompt corrective action” section intended to resolve problem institutions at the least possible long-term cost to the deposit insurance funds. Pursuant to this section, the federal banking agencies are required to prescribe a leverage limit and a risk-based capital requirement indicating levels at which institutions will be deemed to be “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.” In the case of a depository institution that is “critically undercapitalized” (a term defined to include institutions which still have positive net worth); the federal banking regulators are generally required to appoint a conservator or receiver.
FDICIA further requires regulators to perform annual on-site bank examinations, places limits on real estate lending and tightens audit requirements. The new legislation eliminated the “too big to fail” doctrine, which protects uninsured deposits of large banks, and restricts the ability of undercapitalized banks to obtain extended loans from the Federal Reserve Board discount window. FDICIA also imposes new disclosure requirements relating to fees charged and interest paid on checking and deposit accounts. Most of the significant changes brought about by FDICIA required new regulations.
In addition to regulating capital, the FDIC has broad authority to prevent the development or continuance of unsafe or unsound banking practices. Pursuant to this authority, the FDIC has adopted regulations that restrict preferential loans and loan amounts to “affiliates” and “insiders” of banks, require banks to keep information on loans to major stockholders and executive officers and bar certain director and officer interlocks between financial institutions. The FDIC is also authorized to approve mergers, consolidations and assumption of deposit liability transactions between insured banks and between insured banks and uninsured banks or institutions to prevent capital or surplus diminution in such transactions where the resulting, continuing or assumed bank is an insured nonmember state bank, like Hancock Bank (MS,)(MS), Hancock Bank of LA Hancock Bank of FL and Hancock Bank of AL.
Although Hancock Bank (MS,)(MS), Hancock Bank of LA Hancock Bank of FL and Hancock Bank of AL are not members of the Federal Reserve System, they are subject to Federal Reserve regulations that require the Banks to maintain reserves against transaction accounts (primarily checking accounts). Because reserves generally must be maintained in cash or in noninterest-bearing accounts, the effect of the reserve requirements is to increase the cost of funds for the Banks. The Federal Reserve regulations currently require that reserves be maintained against net transaction accounts in the amount of 3% of the aggregate of such accounts up to $34.1$44.5 million, or, if the aggregate of such accounts exceeds $34.1$44.5 million, $1.023$1.335 million plus 10% of the total in excess of $34.1$44.5 million. This regulation is subject to an exemption from reserve requirements on a limited amount of an institution’s transaction accounts.
The Financial Services Modernization Act also permits national banks, and through state parity statutes, state banks, to engage in expanded activities through the formation of financial subsidiaries. A state bank may have a subsidiary engaged in any activity authorized for state banks directly or any financial activity, except for insurance underwriting, insurance investments, real estate investment or development, or merchant banking, which may only be conducted through a subsidiary of a Financial Holding Company. Financial activities include all activities permitted under new sections of the Bank Holding Company Act or permitted by regulation.
A state bank seeking to have a financial subsidiary, and each of its depository institution affiliates, must be “well-capitalized” and “well-managed.” The total assets of all financial subsidiaries may not exceed the lesser of 45% of a bank’s total assets, or $50 billion. A state bank must exclude from its assets and equity all equity investments, including retained earnings, in a financial subsidiary. The assets of the subsidiary may not be consolidated with the bank’s assets. The bank must also have policies and procedures to assess financial subsidiary risk and protect the bank from such risks and potential liabilities.
The Financial Services Modernization Act also includes a new section of the Federal Deposit Insurance Act governing subsidiaries of state banks that engage in “activities as principal that would only be permissible” for a national bank to conduct in a financial subsidiary. It expressly preserves the ability of a state bank to retain all existing subsidiaries. Because Mississippi permits commercial banks chartered by the state to engage in any activity permissible for national banks, the Bank will be permitted to form subsidiaries to engage in the
activities authorized by the Financial Services Modernization Act. In order to form a financial subsidiary, a state bank must be well-capitalized, and the state bank would be subject to the same capital deduction, risk management and affiliate transaction rules as applicable to national banks.
In 2001, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) was signed into law. The USA Patriot Act broadened the application of anti-money laundering regulations to apply to additional types of financial institutions, such as broker-dealers, and strengthened the ability of the U.S. Government to detect and prosecute international money laundering and the financing of terrorism. The principal provisions of Title III of the USA Patriot Act require that regulated financial institutions, including state member banks: (i) establish an anti-money laundering program that includes training and audit components; (ii) comply with regulations regarding the verification of the identity of any person seeking to open an account; (iii) take additional required precautions with non-U.S. owned accounts; and (iv) perform certain verification and certification of money laundering risk for their foreign correspondent banking relationships. The USA Patriot Act also expanded the conditions under which funds in a U.S. interbank account may be subject to forfeiture and increased the penalties for violation of anti-money laundering regulations. Failure of a financial institution to comply with the USA Patriot Act’s requirements could have serious legal and reputational consequences for the institution. The Bank has adopted policies, procedures and controls to address compliance with the requirements of the USA Patriot Act under the existing regulations and will continue to revise and update its policies, procedures and controls to reflect changes required by the USA Patriot Act and implementing regulations.
In July 2002, Congress enacted the Sarbanes-Oxley Act of 2002, which addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. Section 404 of the Sarbanes-Oxley Act requires the Company to include in its Annual Report, a report stating management’s responsibility to establish and maintain adequate internal control over financial reporting and management’s conclusion on the effectiveness of the internal controls at year end. Additionally, the Company’s independent registered public accounting firm is required to attest to and report on management’s evaluation of internal control over financial reporting.
In October 2008, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted. For more information onThe EESA see below under Recent Developments.
Summary
authorized the Treasury Department to purchase from financial institutions and their holding companies up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies in a troubled asset relief program (“TARP”). The foregoingpurpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. The Treasury Department has allocated $250 billion towards the TARP Capital Purchase Program (“CPP”). Under the CPP, Treasury purchases debt or equity securities from participating institutions. The TARP also may include direct purchases or guarantees of troubled assets of financial institutions. Participants in the CPP are subject to executive compensation limits and are encouraged to expand their lending and mortgage loan modifications. On November 13, 2008, following a brief summary of certain statutes, rulesthorough evaluation and regulations affectinganalysis, the Company announced it would decline the Treasury’s invitation to participate in the CPP.
EESA temporarily increased FDIC deposit insurance on most accounts from $100,000 to $250,000. This increase has been extended until December 31, 2013.
Following a systemic risk determination, the FDIC established a Temporary Liquidity Guarantee Program (“TLGP”) on October 14, 2008. The TLGP includes the Transaction Account Guarantee Program (“TAGP”), which provides unlimited deposit insurance coverage through June 30, 2010 for noninterest-bearing transaction accounts (typically checking accounts) and certain funds swept into noninterest-bearing savings accounts. Institutions participating in the Banks. TAGP pay a 10 basis points fee (annualized) on the balance of each covered account in excess of $250,000, while the extra deposit insurance is in place. The Company is participating in the TAGP.
It is not intended to be an exhaustive discussionclear at this time what impact the EESA, the TARP Capital Purchase Program, the Temporary Liquidity Guarantee Program, other liquidity and funding initiatives of all the statutes and regulations having an impact on the operations of such entities.
We do not believe that the Financial Services Modernization Act will have a material adverse effect on our operations in the near-term. However, to the extent that it permits holding companies, banks, securities firms, and insurance companies to affiliate, the financial services industry may experience further consolidation. The Financial Services Modernization Act is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis. Nevertheless, this act may have the result of increasing the amount of competition that the Company and the Banks face from larger institutionsFederal Reserve and other types of companies offering financial products, some of which mayagencies that have substantially more financial resources than us.
It is not known whether EESA will havebeen previously announced, and any effect on the Company’s operations.
Finally, additional billsprograms that may be introducedinitiated in the future, inwill have on the United States Congress and state legislatures to alter the structure, regulation and competitive relationships of financial institutions. It cannot be predicted whether and what form any of these proposals will be adoptedCompany or the extent to which the business of the CompanyU.S. and the Banks may be affected thereby.global financial markets.
Recent Developments
The Congress, Treasury Department and the federal banking regulators, including the FDIC, have taken broad action since early September, 2008 to address volatility in the U.S. banking system.
In October 2008,system, including the Emergency Economic Stabilizationpassage of EESA (discussed above), the provision of other direct and indirect assistance to financial institutions, assistance by the banking authorities in arranging acquisitions of weakened banks and broker-dealers, implementation of programs by the Federal Reserve Board to provide liquidity to the commercial paper markets and expansion of deposit insurance coverage. The new administration and Congress have pursued additional initiatives in an effort to stimulate the economy and stabilize the financial markets, including the enactment of the American Recovery and Reinvestment Act of 2008 (“EESA”2009, and have altered the terms of some previously announced policies.
The recent enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted.will likely result in increased regulation of the financial services industry. Provisions likely to affect the activities of the Company and the Banks include, without limitation, the following:
| • | Asset-based deposit insurance assessments. FDIC deposit insurance premium assessments will be based on bank assets rather than domestic deposits. |
| • | Deposit insurance limit increase.The deposit insurance coverage limit has been permanently increased from $100,000 to $250,000. |
| • | Extension of Transaction Account Guarantee Program. Unlimited deposit insurance coverage is extended for non-interest-bearing transaction accounts and certain other accounts for two years. This applies to all banks; there is no opt-in or opt-out requirement. |
| • | Establishment of the Bureau of Consumer Financial Protection (BCFP). The BCFP will be housed within the Federal Reserve and, in consultation with the Federal banking agencies, will make rules relating to consumer protection. The BCFP has the authority, should it wish to do so, to rewrite virtually all of the consumer protection regulations governing banks, including those implementing the Truth in Lending Act, the Real Estate Settlement Procedures Act (or RESPA), the Truth in Savings Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, the Home Mortgage Disclosure Act, the S.A.F.E. Mortgage Licensing Act, the Fair Credit Reporting Act (except Sections 615(e) and 628), the Fair Debt Collection Practices Act, and the Gramm-Leach-Bliley Act (sections 502 through 509 relating to privacy), among others. |
| • | Risk-retention rule. Banks originating loans for sale on the secondary market or securitization must retain 5 percent of any loan they sell or securitize, except for mortgages that meet low-risk standards to be developed by regulators. |
| • | Limitation on federal preemption. Limitations have been imposed on the ability of national bank regulators to preempt state law. Formerly, the national bank and federal thrift regulators possessed preemption powers with regard to transactions, operating subsidiaries and attorney general civil enforcement authority. These preemption requirements have been limited by the Dodd-Frank Act, which will likely impact state banks by affecting activities previously permitted through parity with national banks. |
| • | Changes to regulation of bank holding companies. Under Dodd-Frank, bank holding companies must be well-capitalized and well-managed to engage in interstate transactions. In the past, only the subsidiary banks were required to meet those standards. The Federal Reserve Board’s “source of strength doctrine” has now been codified, mandating that bank holding companies such as the Company serve as a source of strength for their subsidiary banks, meaning that the bank holding company must be able to provide financial assistance in the event the subsidiary bank experiences financial distress. |
| • | Executive compensation limitations. The Dodd-Frank Act codified executive compensation limitations similar to those previously imposed on TARP recipients. |
This new legislation contains 16 different titles, is over 800 pages long, and calls for the completion of dozens of studies and reports and hundreds of new regulations. The EESA authorizesinformation provided herein regarding the Treasury Departmenteffect of the Dodd-Frank Act is intended merely for illustration and is not exhaustive, as the full impact of the legislation on banks and bank holding companies is still being studied and in any event cannot be fully known until the completion of hundreds of new federal agency rulemakings over the next few years. Interested shareholders should refer directly to purchasethe Dodd-Frank Act itself for additional information.
The Dodd-Frank Act is one of a number of legislative initiatives that have been proposed in recent months due to the ongoing national and global financial crisis. It is not possible to predict whether any other similar legislation may be adopted that would significantly affect the operations and performance of the Company and the Banks.
Summary
The foregoing is a brief summary of certain statutes, rules and regulations affecting the Company and the Banks. It is not intended to be an exhaustive discussion of all the statutes and regulations having an impact on the operations of such entities.
We do not believe that the Financial Services Modernization Act will have a material adverse effect on our operations in the near-term. However, to the extent that it permits holding companies, banks, securities firms, and insurance companies to affiliate, the financial services industry may experience further consolidation. The Financial Services Modernization Act is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis. Nevertheless, this act may have the result of increasing the amount of competition that the Company and the Banks face from financiallarger institutions and their holdingother types of companies upoffering financial products, some of which may have substantially more financial resources than us.
It is not known whether EESA will have any effect on the Company’s operations.
Finally, additional bills may be introduced in the future in the United States Congress and state legislatures to $700 billion in mortgage loans, mortgage-related securitiesalter the structure, regulation and certain other financial instruments, including debt and equity securities issued by financial institutions and their holding companies in a troubled asset relief program (“TARP”). The purpose of TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase their lending to customers and to each other. The Treasury Department has allocated $250 billion towards the TARP Capital Purchase Program (“CPP”). Under the CPP, Treasury will purchase debt or equity securities from participating institutions. The TARP also will include direct purchases or guarantees of troubled assetscompetitive relationships of financial institutions. Participants inIt cannot be predicted whether and what form any of these proposals will be adopted or the CPP are subjectextent to executive compensation limits and are encouraged to expand their lending and mortgage loan modifications. On November 13, 2008, following a thorough evaluation and analysis,which the business of the Company announced it would decline the Treasury’s invitation to participate in the CPP.
EESA also increased FDIC deposit insurance on most accounts from $100,000 to $250,000. This increase is in place until the end of 2009 and is not covered by deposit insurance premiums paid by the banking industry.
Following a systemic risk determination, the FDIC established a Temporary Liquidity Guarantee Program (“TLGP”) on October 14, 2008. The TLGP includes the Transaction Account Guarantee Program (“TAGP”), which provides unlimited deposit insurance coverage through December 31, 2009 for noninterest-bearing transaction accounts (typically checking accounts) and certain funds swept into noninterest-bearing savings accounts. Institutions participating in the TAGP pay a 10 basis points fee (annualized) on the balance of each covered account in excess of $250,000, while the extra deposit insurance is in place. The TLGP also includes the Debt Guarantee Program (“DGP”), under which the FDIC guarantees certain senior unsecured debt of FDIC-insured institutions and their holding companies. The unsecured debt must be issued on or after October 14, 2008 and not later than June 30, 2009, and the guarantee is effective through the earlier of the maturity date or June 30, 2012. The DGP coverage limit is generally 125% of the eligible entity’s eligible debt outstanding on September 30, 2008 and scheduled to mature on or before June 30, 2009 or, for certain insured institutions, 2% of their liabilities as of September 30, 2008. Depending on the term of the debt maturity, the nonrefundable DGP fee ranges from 50 to 100 basis points (annualized) for covered debt outstanding until the earlier of maturity or June 30, 2012. The TAGP and DGP are in effect for all eligible entities, unless the entity opted out on or before December 5, 2008. The Company will participate in the TAGP but has opted out of the DGP.
It is not clear at this time what impact the EESA, the TARP Capital Purchase Program, the Temporary Liquidity Guarantee Program, other liquidity and funding initiatives of the Federal Reserve and other agencies that have been previously announced, and any additional programs thatBanks may be initiated in the future, will have on the Company or the U.S. and global financial markets.affected thereby.
Effect of Governmental Policies
The difference between the interest rate paid on deposits and other borrowings and the interest rate received on loans and securities comprise most of a bank’s earnings. In order to mitigate the interest rate risk inherent in the industry, the banking business is becoming increasingly dependent on the generation of fee and service charge revenue.
The earnings and growth of a bank will be affected by both general economic conditions and the monetary and fiscal policy of the United States Government and its agencies, particularly the Federal Reserve. The Federal Reserve sets national monetary policy such as seeking to curb inflation and combat recession. This is accomplished by its open-market operations in United States government securities, adjustments in the amount of reserves that financial institutions are required to maintain and adjustments to the discount rates on borrowings and target rates for federal funds transactions. The actions of the Federal Reserve in these areas influence the growth of bank loans, investments and deposits and also affect interest rates on loans and deposits. The nature and timing of any future changes in monetary policies and their potential impact on the Company cannot be predicted.
Impact of Inflation
Our noninterest income and expenses can be affected by increasing rates of inflation; however, unlike most industrial companies, the assets and liabilities of financial institutions such as the Banks are primarily monetary in nature. Interest rates, therefore, have a more significant impact on the Banks’ performance than the effect of general levels of inflation on the price of goods and services.
RISK FACTORS |
Making or continuing an investmentWe face a number of significant risks and uncertainties in securities issuedconnection with our operations. Our business, results of operations and financial condition could be materially adversely affected by us, including our common stock, involvesthe factors described below.
While we describe each risk separately, some of these risks are interrelated and certain risks that you should carefully consider. Thecould trigger the applicability of other risks described below. Also, the risks and uncertainties described below are not the only ones that we may face. Additional risks and uncertainties not presently known to us, or that maywe currently do not consider significant, could also potentially impair, and have a material adverse effect on, us. Additional risks and uncertainties also could adversely affect our business, and results of operations. If any of the following risks actually occur, our business, financial condition or results of operations could be negatively affected, the market price for your securities could decline, and you could lose all or a part of your investment. Further, to the extent that any of the information contained in this Annual Report on Form 10-K constitutes forward-looking statements, the risk factors set forth below also are cautionary statements identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.financial condition.
We may be vulnerable to certain sectors of the economy.economy.
A portion of our loan portfolio is secured by real estate. If the economy deteriorated and depressed real estate values beyond a certain point, that collateral value of the portfolio and the revenue stream from those loans could come under stress and possibly require additional provision to the allowance for loan losses. Our ability to dispose of foreclosed real estate at prices above the respective carrying values could also be impinged, causing additional losses.
Difficult market conditions have adversely affected the industry in which we operate.
The capital and credit markets have been experiencing volatility and disruption for more than twelve months. In recent months, the volatility and disruption has reached unprecedented levels. Dramatic declines in the housing market over the past year, with falling home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities as well as major commercial and investment banks. These write-downs have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. Reflecting concern about the stability of the financial markets generally and the strength of counterparties, many lenders and institutional investors have reduced or ceased providing funding to borrowers, including to other financial institutions. This market turmoil and tightening of credit have led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, increased market volatility and widespread reduction of business activity generally. We do not expect that the difficult conditions in the financial markets are likely to improve in the near future. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institution industry. In particular, we may face the following risks in connection with these events:
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We may expect to face increased regulation of our industry, including as a result of the Emergency Economic Stabilization Act of 2008 (EESA). Compliance with such regulation may increase our costs and limit our ability to pursue business opportunities.
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Market developments and the resulting economic pressure on consumers may affect consumer confidence levels and may cause increases in delinquencies and default rates, which, among other effects, could affect our charge-offs and provision for loan losses.
Competition in the industry could intensify as a result of the increasing consolidation of financial services companies in connection with current market conditions.
The current market disruptions make valuation even more difficult and subjective, and our ability to measure the fair value of our assets could be adversely affected. If we determine that a significant portion of our assets have values that are significantly below their recorded carrying value, we could recognize a material charge to earnings in the quarter during which such determination was made, our capital ratios would be adversely affected and a rating agency might downgrade our credit rating or put us on credit watch.
There can be no assurance that the Emergency Economic Stabilization Act of 2008 will help stabilize the U.S. Financial System.
On Oct.October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008 (EESA) was signed into law in response to the current crisis in the financial sector. The U.S. Department of the Treasury and banking regulators are implementingimplemented a number of programs under this legislation to address capital and liquidity issues in the banking system. There can be no assurance, however, as to the actual impact that the EESA will have on the financial markets, including the extreme levels of volatility and limited credit availability currently being experienced. The failure of the EESA to help stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock.
We are subject to a risk of rapid and significant changes in market interest rates.
Our assets and liabilities are primarily monetary in nature, and as a result, we are subject to significant risks tied to changes in interest rates. Our ability to operate profitably is largely dependent upon net interest income. In 2008,2010, net interest income made up 64%55% of our revenue. Unexpected movement in interest rates markedly changing the slope of the current yield curve could cause our net interest margins to decrease, subsequently decreasing net interest income. In addition, such changes could adversely affect the valuation of our assets and liabilities.
At present our one-year interest rate sensitivity position is assetliability sensitive, such that a gradual increase in interest rates during the next twelve months should not have a significant impact on net interest income during that period. However, as with most financial institutions, our results of operations are affected by changes in interest rates and our ability to manage this risk. The difference between interest rates charged on interest-earning assets and interest rates paid on interest-bearing liabilities may be affected by changes in market interest rates, changes in relationships between interest rate indices, and/or changes in the relationships between long-term and short-term market interest rates. A change in this difference might result in an increase in interest expense relative to interest income, or a decrease in our interest rate spread.
Certain changes in interest rates, inflation, deflation, or the financial markets could affect demand for our products and our ability to deliver products efficiently.
Loan originations, and potentially loan revenues, could be adversely impacted by sharply rising interest rates. Conversely, sharply falling rates could increase prepayments within our securities portfolio lowering interest earnings from those investments. An underperforming stock market could reduce brokerage transactions, therefore reducing investment brokerage revenues; in addition, wealth management fees associated with managed securities portfolios could also be adversely affected. An unanticipated increase in inflation could cause our operating costs related to salaries & benefits, technology, and supplies to increase at a faster pace than revenues.
The fair market value of our securities portfolio and the investment income from these securities also fluctuate depending on general economic and market conditions. In addition, actual net investment income and/or cash flows from investments that carry prepayment risk, such as mortgage-backed and other asset-backed securities, may differ from those anticipated at the time of investment as a result of interest rate fluctuations.
Changes in the policies of monetary authorities and other government action could adversely affect our profitability.
The results of operations are affected by credit policies of monetary authorities, particularly the Federal Reserve Board. The instruments of monetary policy employed by the Federal Reserve Board include open market operations in U.S. government securities, changes in the discount rate or the federal funds rate on bank borrowings and changes in reserve requirements against bank deposits. In view of changing conditions in the national economy and in the money markets, particularly in light of the continuing threat of terrorist attacks and the current military operations in the Middle East, we cannot predict possible future changes in interest rates, deposit levels, loan demand oron our business and earnings. Furthermore, the actions of the United States government and other governments in responding to such terrorist attacks or the military operations in the Middle East may result in currency fluctuations, exchange controls, market disruption and other adverse effects.
Natural disasters could affect our ability to operate.
Our market areas are susceptible to hurricanes. Natural disasters, such as hurricanes, can disrupt our operations, result in damage to properties and negatively affect the local economies in which we operate.
We cannot predict whether or to what extent damage caused by future hurricanes will affect our operations or the economies in our market areas, but such weather events could cause a decline in loan originations, a decline in the value or destruction of properties securing the loans and an increase in the risk of delinquencies, foreclosures or loan losses.
Insurance.
With the less severe hurricane seasons in 2007 and 2008, Hancock Bank has been able to place its property insurance at limits sufficient to protect it from its maximum probable loss and secure more favorable terms and conditions. Due to Hancock Bank’s favorable financial performance, the cost of the Financial Institution Insurance program has continued to be written with favorable terms and conditions. The long term relationship Hancock Bank has with Chubb Insurance Company provides stability and security and should serve the bank well over the coming years.
Greater loan losses than expected may adversely affect our earnings.
We, as lenders, are exposed to the risk that our customers will be unable to repay their loans in accordance with their terms and that any collateral securing the payment of their loans may not be sufficient to assure repayment. Credit losses are inherent in the business of making loans and could have a material adverse effect on our operating results. Our credit risk with respect to our real estate and construction loan portfolio will relate principally to the creditworthiness of corporations and the value of the real estate serving as security for the repayment of loans. Our credit risk with respect to our commercial and consumer loan portfolio will relate principally to the general creditworthiness of businesses and individuals within our local markets.
We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for estimated loan losses based on a number of factors. We believe that our current allowance for loan losses is adequate. However, if our assumptions or judgments prove to be incorrect, the allowance for loan losses may not be sufficient to cover actual loan losses. We may have to increase our allowance in the future in response to the request of one of our primary banking regulators, to adjust for changing conditions and assumptions, or as a result of any deterioration in the quality of our loan portfolio. The actual amount of future provisions for loan losses cannot be determined at this time and may vary from the amounts of past provisions.
The projected benefit obligations of our pension plan exceed the fair value of the Plan’s assets.
Investments in the portfolio of our pension plan may not provide adequate returns to fully fund benefits as they come due, thus causing higher annual plan expenses and requiring additional contributions by us.
We may need to rely on the financial markets to provide needed capital.
Our stock is listed and traded on the NASDAQ Global Select. Although we anticipate that our capital resources will be adequate for the foreseeable future to meet our capital requirements, at times we may depend on the liquidity of the NASDAQ market to raise equity capital. If the market should fail to operate, or if conditions in the capital markets are adverse, we may be constrained in raising capital. We maintain a consistent analyst following; therefore, downgrades in our prospects by an analyst(s) may cause our stock price to fall and significantly limit our ability to access the markets for additional capital requirements. Should these risks materialize, our ability to further expand our operations through internal growth may be limited.
Sales of a significant number of shares of our Common Stock in the public markets, or the perception of such sales, could depress the market price of our Common Stock.
Sales of a substantial number of shares of our Common Stock in the public markets and the availability of those shares for sale could adversely affect the market price of our Common Stock. In addition, future issuances of equity securities, including pursuant to outstanding options, could dilute the interests of our existing stockholders, including you, and could cause the market price of our Common Stock to decline. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock could be substantially dilutive to shareholders of our Common Stock. Moreover, to the extent that we issue restricted stock units, phantom shares, stock appreciation rights, options or warrants to purchase our Common Stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of our shares of Common Stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders. We cannot predict the effect that future sales of our Common Stock would have on the market price of our Common Stock.
We may invest or spend the proceeds in stock offerings in ways with which you may not agree and in ways that may not earn a profit.
We intend to use the proceeds of offerings for general corporate purposes, including for possible acquisition opportunities that may become available or to establish de novo branches. There can be no assurances that suitable acquisition opportunities may become available, or that we will be able to successfully complete any such acquisitions. We may use the proceeds only to focus on sustaining our organic, or internal, growth, or for other purposes. In addition, we may choose to use all or a portion of the proceeds to support our capital. We retain broad discretion over the use of the proceeds from this offering and may use them for purposes other than those contemplated at the time of this offering. You may not agree with the ways we decide to use these proceeds, and our use of the proceeds may not yield any profits.
We engage in acquisitions of other businesses from time to time, including FDIC-assisted acquisitions. These acquisitions may not produce revenue or earnings enhancements or cost savings at levels or within timeframes originally anticipated and may result in unforeseen integration difficulties.
On occasion, we will engage in acquisitions of other businesses, such as the proposed acquisition of Whitney Holding Corporation announced on December 22, 2010. Difficulty in integrating an acquired business or company may cause us not to realize expected revenue increases, cost savings, increases in geographic or product presence, or other anticipated benefits from any acquisition. The integration could result in higher than expected deposit attrition (run-off), loss of key employees, disruption of our business or the business of the acquired company, or otherwise adversely affect our ability to maintain relationships with customers and employees or achieve the anticipated benefits of the acquisition. We are likely to need to make additional investment in equipment and personnel to manage higher asset levels and loan balances as a result of any significant acquisition, which may adversely impact our earnings. Also, the negative effect of any divestitures required by regulatory authorities in acquisitions or business combinations may be greater than expected.
In evaluating potential acquisition opportunities we may seek to acquire failed banks through FDIC-assisted transactions. While the FDIC may, in such transactions, provide assistance to mitigate certain risks, such as sharing in exposure to loan losses, and providing indemnification against certain liabilities, of the failed institution, we may not be able to accurately estimate our potential exposure to loan losses and other potential liabilities, or the difficulty of integration, in acquiring such institution.
Depending on the condition of any institution that we may acquire, any acquisition may, at least in the near term, adversely affect our capital earnings and, if not successfully integrated following the acquisition, may continue to have such effects.
We may fail to realize the anticipated cost savings and other financial benefits of the Hancock/Whitney merger on the anticipated schedule, if at all.
We may face significant challenges in integrating Whitney Holding Corporation operations in our operations in a timely and efficient manner and in retaining Whitney personnel. Currently, each company operates as an independent public company. Achieving the anticipated cost savings and financial benefits of the merger will depend on part on whether we integrate Whitney’s businesses in an efficient and effective manner. We may not be able to accomplish this integration process smoothly or successfully. In addition, the integration of certain operations following the merger will require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day business of the combined company. Any inability to realize the full extent of, or any of, the anticipated cost savings and financial benefits of the merger, as well as any delays encountered in the integration process, could have an adverse effect on the business and results of operations of the combined company, which may affect the market price of Hancock common stock.
Our growth and financial performance may be negatively impacted if we are unable to successfully execute our growth plans.
There can be no assurances that we will be successful in continuing our organic, or internal, growth, which depends upon economic conditions, our ability to identify appropriate markets for expansion, our ability to recruit and retain qualified personnel, our ability to fund growth at a reasonable cost, sufficient capital to support our growth initiatives, competitive factors, banking laws, and other factors.
We may seek to supplement our internal growth through acquisitions. We cannot predict the number, size or timing of acquisitions, or whether any such acquisition will occur at all. Our acquisition efforts have traditionally focused on targeted banking or insurance entities in markets in which we currently operate and markets in which we believe we can compete effectively. However, as consolidation of the financial services industry continues, the competition for suitable acquisition candidates may increase. We may compete with other financial services companies for acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. We also may need additional debt or equity financing in the future to fund acquisitions. We may not be able to obtain additional financing or, if available, it may not be in amounts and on terms acceptable to us. If we are unable to locate suitable acquisition candidates willing to sell on terms acceptable to us, or we are otherwise unable to obtain additional debt or equity financing necessary for us to continue making acquisitions, we would be required to find other methods to grow our business and we may not grow at the same rate we have in the past, or at all.
We must generally receive federal regulatory approval before we can acquire a bank or bank holding company. In determining whether to approve a proposed bank acquisition, federal bank regulators will consider, among other factors, the effect of the acquisition on the competition, financial condition, and future prospects. The regulators also review current and projected capital ratios and levels, the competence, experience, and integrity of management and its record of compliance with laws and regulations, the convenience and needs of the communities to be served (including the acquiring institution’s record of compliance under the Community Reinvestment Act) and the effectiveness of the acquiring institution in combating money laundering activities. We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. We may also be required to sell banks or branches as a condition to receiving regulatory approval, which condition may not be acceptable to us or, if acceptable to us, may reduce the benefit of any acquisition.
In addition to the acquisition of existing financial institutions, as opportunities arise we plan to continue de novo branching as a part of our internal growth strategy and possibly entry into new markets through de novo branching. De novo branching and any acquisition carries with it numerous risks, including the following:
the inability to obtain all required regulatory approvals;
significant costs and anticipated operating losses associated with establishing a de novo branch or a new bank;
the inability to secure the services of qualified senior management;
the local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank;
economic downturns in the new market;
the inability to obtain attractive locations within a new market at a reasonable cost; and
the additional strain on management resources and internal systems and controls.
We have experienced to some extent many of these risks with our de novo branching to date.
We are subject to regulation by various Federal and State entities.
We are subject to the regulations of the Securities and Exchange Commission (“SEC”), the Federal Reserve Board, the Federal Deposit Insurance Corporation, the Mississippi Department of Banking and Consumer Finance, the Louisiana Office of Financial Institutions, the Florida Office of Financial Regulation, the Alabama Banking Department and the Mississippi Department of Insurance. New regulations issued by these agencies may adversely affect our ability to carry on our business activities. We are subject to various Federal and State laws and certain changes in these laws and regulations may adversely affect our operations. Noncompliance with certain of these regulations may impact our business plans, including ability to branch, offer certain products, or execute existing or planned business strategies.
We are also subject to the accounting rules and regulations of the SEC and the Financial Accounting Standards Board. Changes in accounting rules could adversely affect the reported financial statements or our results of operations and may also require extraordinary efforts or additional costs to implement. Any of these laws or regulations may be modified or changed from time to time, and we cannot be assured that such modifications or changes will not adversely affect us.
We engage in acquisitions of other businesses from time to time.
On occasion, we will engage in acquisitions of other businesses. Inability to successfully integrate acquired businesses can pose varied risks to us, including customer and employee turnover, thus increasing the cost of operating the new businesses. The acquired companies may also have legal contingencies, beyond those that we are aware of, that could result in unexpected costs. Moreover, there can be no assurance that acquired businesses will achieve prior or planned results of operations.
We are subject to industry competition which may have an impact upon our success.
Our profitability depends on our ability to compete successfully. We operate in a highly competitive financial services environment. Certain competitors are larger and may have more resources than we do. We face competition in our regional market areas from other commercial banks, savings and loan associations, credit unions, internet banks, finance companies, mutual funds, insurance companies, brokerage and investment banking firms, and other financial intermediaries that offer similar services. Some of our nonbank competitors are not subject to the same extensive regulations that govern us or the Bank and may have greater flexibility in competing for business.
Another competitive factor is that the financial services market, including banking services, is undergoing rapid changes with frequent introductions of new technology-driven products and services. Our future success may depend, in part, on our ability to use technology competitively to provide products and services that provide convenience to customers and create additional efficiencies in our operations.
Future issuancesThe price of additionalour Common Stock is volatile and may decline.
The trading price of our Common Stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have adversely affected and may continue to adversely affect the market price of our Common Stock. Among the factors that could affect our stock price are:
actual or anticipated quarterly fluctuations in our operating results and financial condition;
changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other financial institutions;
failure to meet analysts’ revenue or earnings estimates;
speculation in the press or investment community;
strategic actions by us or our competitors, such as acquisitions or restructurings;
actions by institutional shareholders;
fluctuations in the stock price and operating results of our competitors;
general market conditions and, in particular, developments related to market conditions for the financial services industry;
proposed or adopted regulatory changes or developments;
anticipated or pending investigations, proceedings or litigation that involve or affect us; or
domestic and international economic factors unrelated to our performance.
A significant decline in our stock price could result in dilution of shareholders’ ownership.substantial losses for individual shareholders and could lead to costly and disruptive securities litigation.
We may determine from timeissue debt and equity securities or securities convertible into equity securities, any of which may be senior to timeour Common Stock as to issue additional securities to raise additional capital, support growth, or to make acquisitions. Further,distributions and in liquidation, which could negatively affect the value of our Common Stock.
In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our Common Stock. Because our decision to incur debt and issue stock optionssecurities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or other stock grantsestimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us to retain and motivate our employees. Such issuancesaccept less favorable terms for the issuance of our securities will dilutein the ownership interestsfuture.
Our results of operations depend upon the results of operations of our shareholders.subsidiaries.
We are a bank holding company that conducts substantially all of our operations through our subsidiary Banks. As a result, our ability to make dividend payments on our Common Stock will depend primarily upon the receipt of dividends and other distributions from our subsidiaries.
The ability of the Banks to pay dividends or make other payments to us is limited by their obligations to maintain sufficient capital and by other general regulatory restrictions on their dividends. If these requirements are not satisfied, we will be unable to pay dividends on our Common Stock.
Cash available to pay dividends to our shareholders is derived primarily, if not entirely, from dividends paid to us from the Banks. The ability of our subsidiary banks to pay dividends to us as well as our ability to pay dividends to our shareholders is limited by regulatory and legal restrictions and the need to maintain sufficient consolidated capital. We may also decide to limit the payment of dividends even when we have the legal ability to pay them in order to retain earnings for use in our business. There can be no assurance of whether or when we may pay dividends in the future.
We and/or the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.
Our ability to access the capital markets is important to our overall funding profile. This access is affected by the ratings assigned by rating agencies to us, certain of our affiliates and particular classes of securities that we and our affiliates issue. The interest rates that we pay on our securities are also influenced by, among other things, the credit ratings that we, our affiliates and/or our securities receive from recognized rating agencies. A downgrade to us, our affiliates or our securities could create obligations or liabilities to us under the terms of our outstanding securities that could increase our costs or otherwise have a negative effect on our results of operations or financial condition. Additionally, a downgrade of the credit rating of any particular security issued by us or our affiliates could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.
Anti-takeover lawsprovisions in our amended articles of incorporation and certain agreementsbylaws, Mississippi law, and charter provisionsour Shareholder Rights Plan could make a third party acquisition of us difficult and may adversely affect share value.
CertainOur amended articles of incorporation and bylaws contain provisions that make it more difficult for a third party to acquire us (even if doing so might be beneficial to our stockholders) and for holders of our securities to receive any related takeover premium for their securities. In addition, under our Shareholder Rights Plan, “rights” are issued to all Hancock common shareholders which, if activated upon an attempted unfriendly acquisition, would allow our shareholders to buy our common stock at a reduced price, thereby minimizing the risk of any potential hostile takeover.
We are also subject to certain provisions of state and federal law and our articles of incorporation may make it more difficult for someone to acquire control of us. Under federal law, subject to certain exemptions, a person, entity, or group must notify the federal banking agencies before acquiring 10% or more of the outstanding voting stock of a bank holding company, including our shares. Banking agencies review the acquisition to determine if it will result in a change of control. The banking agencies have 60 days to act on the notice, and take into account several factors, including the resources of the acquirer and the antitrust effects of the acquisition. There also are Mississippi statutory provisions and provisions in our articles of incorporation that may be used to delay or block a takeover attempt. As a result, these statutory provisions and provisions in our articles of incorporation could result in our being less attractive to a potential acquirer.acquirer and limit the price that investors might be willing to pay in the future for shares of our common stock.
You may not receive dividends on the common stock.
Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. Although we have historically and routinely declared cash dividends on our common stock, we are not required to do so and may reduce or eliminate our common stock dividend in the future.
Securities issued by us, including our common stock, are not FDIC insured.
Securities issued by us, including our common stock, are not savings or deposit accounts or other obligations of any bank and are not insured by the FDIC, the Bank Insurance Fund, or any other governmental agency or instrumentality, or any private insurer, and are subject to investment risk, including the possible loss of principal.
Governmental responses to recent market disruptions may be inadequate and may have unintended consequences.
In response to recent market disruptions, legislators and financial regulators have taken a number of steps to stabilize the financial markets. These steps include the enactment and partial implementation of the Emergency Economic Stabilization Act of 2008, the provision of other direct and indirect assistance to financial institutions, assistance by the banking authorities in arranging acquisitions of weakened banks and broker-dealers, implementation of programs by the Federal Reserve Board to provide liquidity to the commercial paper markets and expansion of deposit insurance coverage. The new administration and Congress have pursued additional initiatives in an effort to stimulate the economy and stabilize the financial markets, including the enactment of the American Recovery and Reinvestment Act of 2009, and have altered the terms of some previously announced policies.
More recently, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which provides for sweeping changes to financial sector regulation and oversight, including new substantive authorities and practices in government regulation and supervision, and a restructuring of the regulatory system, including the creation of new federal agencies, offices, and councils. See “Recent Developments” under “SUPERVISION AND REGULATION” above.
The overall effects of these and other legislative and regulatory efforts on the financial markets are uncertain. Should these or other legislative or regulatory initiatives fail to stabilize the financial markets, the Company’s business, financial condition, results of operations, and prospects could be materially and adversely affected. Moreover, the implementation of the Dodd-Frank Act will likely result in significant changes to the banking industry as a whole which, depending on how its provisions are implemented by the agencies, could adversely affect the Company’s business.
In addition, the Company competes with a number of financial services companies that are not subject to the same degree of regulatory oversight to which the Company is subject. The impact of the existing regulatory framework and any future changes to it could negatively affect the Company’s ability to compete with these institutions, which could have a material and adverse effect on the Company’s results of operations and prospects.
The FDIC has increased insurance premiums to rebuild and maintain the Federal Deposit Insurance Fund.
Based on recent events and the state of the economy, in December 2008 the FDIC adopted a restoration plan designed to replenish the Deposit Insurance Fund over a period of five years and to increase the deposit insurance reserve ratio, which had decreased to 1.01% of insured deposits on June 30, 2008, to the statutory minimum of 1.15% of insured deposits by December 31, 2013. In order to implement the restoration plan, the FDIC changed both its risk-based assessment system and its base assessment rates. For the first quarter of 2009 only, the FDIC increased all FDIC deposit assessment rates by 7 basis points. These new rates ranged from between 12 and 14 basis points for Risk Category I institutions to 50 basis points for Risk Category IV institutions.
Beginning April 1, 2009, the base assessment rates ranged from 12 to 45 basis points, with the initial assessment rates subject to adjustments which could increase or decrease the total base assessment rates. The adjustments included (1) a decrease for long-term unsecured debt, including most senior and subordinated debt and, for small institutions, a portion of Tier 1 capital; (2) an increase for secured liabilities above a threshold amount; and (3) for non-Risk Category I institutions, an increase for brokered deposits above a threshold amount.
On May 22, 2009, the FDIC imposed a special deposit insurance fund assessment of 5.0 basis points on all insured institutions, to be calculated based on the difference between an institution’s total assets and its Tier 1 capital and collected on September 30, 2009. On November 12, 2009, the FDIC required banks to prepay over three years of estimated federal deposit insurance premiums.
The recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) changed the method of calculation for FDIC insurance assessments. Under the previous system, the assessment base was domestic deposits minus a few allowable exclusions, such as pass-through reserve balances. Under the Dodd-Frank Act, assessments are to be calculated based on the depository institution’s average consolidated total assets, less its average amount of tangible equity. On November 9, 2010, the FDIC published proposed regulations seeking to implement these changes. In addition to providing for the required change in assessment base, the FDIC has proposed to modify or eliminate the assessment adjustments based on unsecured debt, secured liabilities, and brokered deposits; to add a new adjustment for holding unsecured debt issued by another insured depository institution; and to lower the initial base assessment rate schedule in order to collect approximately the same amount of revenue under the new base as under the old base, among other changes. These proposed changes may or may not ultimately be included in the FDIC’s final regulations implementing this provision of the Dodd-Frank Act.
UNRESOLVED STAFF COMMENTS |
None.
PROPERTIES |
Our main office is located at One Hancock Plaza, in Gulfport, Mississippi.
We operate 157182 banking and financial services offices and 137161 automated teller machines across south Mississippi, Louisiana, southSouth Alabama and the Florida Panhandle.Florida. We lease 68101 of the 157182 locations with the remainder being owned. In addition, Hancock Bank MS owns land and other properties acquired through foreclosures of loan collateral. The major item is approximately 3,700 acres of timber land in Hancock County, Mississippi, which Hancock Bank MS acquired by foreclosure in the 1930’s.
LEGAL PROCEEDINGS |
We are party to various legal proceedings arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, each matter is adequately covered by insurance or, if not so covered, is notthere are no proceedings expected to have a material adverse effect on our financial statements. We have pending litigation as a result of Hancock’s Peoples First acquisition but any resulting losses are covered by the terms of the loss share indemnification agreement.
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There were no matters submitted to a vote of security holders during the quarter ended December 31, 2008.
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
| ITEM 5. | MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
Our common stock trades on the NASDAQ Stock Market under the symbol “HBHC” and is quoted in publications under “HancHd.” The following table sets forth the high and low sale prices of our common stock as reported on the NASDAQ Stock Market. These prices do not reflect retail mark-ups, mark-downs or commissions.
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| High |
| Low |
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2008 |
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| 4th quarter |
| $ | 56.45 |
| $ | 34.20 |
| $ | 0.240 |
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| 3rd quarter |
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| 68.42 |
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| 33.34 |
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| 0.240 |
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| 2nd quarter |
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| 45.68 |
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| 38.38 |
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| 0.240 |
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| 1st quarter |
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| 44.29 |
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| 33.45 |
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| 0.240 |
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2007 |
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| 4th quarter |
| $ | 43.47 |
| $ | 33.35 |
| $ | 0.240 |
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| 3rd quarter |
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| 43.90 |
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| 32.78 |
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| 0.240 |
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| 2nd quarter |
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| 44.37 |
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| 37.50 |
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| 0.240 |
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| 1st quarter |
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| 54.09 |
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| 41.88 |
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| 0.240 |
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| High Sale | Low Sale | Cash Dividends Paid | ||||||||||||
| 2010 | ||||||||||||||
| 4th quarter | $ | 37.26 | $ | 28.88 | $ | 0.24 | ||||||||
| 3rd quarter | 35.40 | 26.82 | 0.24 | |||||||||||
| 2nd quarter | 43.90 | 33.27 | 0.24 | |||||||||||
| 1st quarter | 45.86 | 38.23 | 0.24 | |||||||||||
| 2009 | ||||||||||||||
| 4th quarter | $ | 44.89 | $ | 35.26 | $ | 0.24 | ||||||||
| 3rd quarter | 42.38 | 29.90 | 0.24 | |||||||||||
| 2nd quarter | 41.19 | 30.12 | 0.24 | |||||||||||
| 1st quarter | 45.56 | 22.51 | 0.24 | |||||||||||
There were 5,8555,969 registered holders and approximately 10,2776,964 unregistered holders of common stock of the Company at February 2, 20081, 2011 and 31,802,84836,914,746 shares issued. On February 2, 2008,1, 2011, the high and low sale prices of the Company’s common stock as reported on the NASDAQ Stock Market were $27.88$33.12 and $27.00,$32.68, respectively. The principal source of funds to the Company to pay cash dividends is the dividends received from Hancock Bank, Gulfport, Mississippi, Hancock Bank of Louisiana, Baton Rouge, Louisiana, and Hancock Bank of Alabama, Mobile, Alabama, and Hancock Bank of Florida, Tallahassee, Florida.Alabama. Consequently, dividends are dependent upon earnings, capital needs, regulatory policies and statutory limitations affecting the banks. Federal and state banking laws and regulations restrict the amount of dividends and loans a bank may make to its parent company. Dividends paid to the Company by Hancock Bank are subject to approval by the Commissioner of Banking and Consumer Finance of the State of Mississippi and those paid by Hancock Bank of Louisiana are subject to approval by the Commissioner for Financial Institutions of the State of Louisiana. Dividends paid by Hancock Bank of FloridaAlabama are subject to approval by the FloridaAlabama Department of Financial Services. The Company’s management does not expect regulatory restrictions to affect its policy of paying cash dividends. Although no assurance can be given that Hancock Holding Company will continue to declare and pay regular quarterly cash dividends on its common stock, the Company has paid regular cash dividends since 1937.
Stock Performance Graph
The followingFollowing is a line graph presentation comparing cumulative, five-year shareholder returns on an indexed basis with a performance indicator of the overall stock market and an index of peer companies selected by us. The broad market index used in the graph is the NASDAQ Market Index. The peer group index is a group of financial institutions in the southeast that are similar in asset size and business strategy; a list of the Companiescompanies included in the index follows the graph.
COMPARE 5-YEAR CUMULATIVE TOTAL RETURNAMONG HANCOCK HOLDING CO.,NASDAQ MARKET INDEX AND PEER GROUP INDEX
ASSUMES $100 INVESTED ON DEC. 31, 2003ASSUMES DIVIDEND REINVESTEDFISCAL YEAR ENDING DEC. 31, 2008
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Issuer Purchases of Equity Securities
The following table provides information with respect to purchases made by the issuer or any affiliated purchaser of the issuer’s equity securities.
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| (a) |
| (b) |
| (c) |
| (d) |
| ||||
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| ||||||||
Oct. 1, 2008 - Oct. 31, 2008 |
|
| — |
| $ | — |
|
| — |
|
| 2,989,158 |
|
Nov. 1, 2008 - Nov. 30, 2008 |
|
| — |
|
| — |
|
| — |
|
| 2,989,158 |
|
Dec.1, 2008 - Dec. 31, 2008 |
|
| 6,458 |
|
| 40.26 |
|
| 6,458 |
|
| 2,982,700 |
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| ||||||
Total |
|
| 6,458 |
| $ | 40.26 |
|
| 6,458 |
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| ||||||
| (a) Total number of shares or units purchased | (b) Average price paid per share | (c) Total number of shares purchased as a part of publicly announced plans or programs (1) | (d) Maximum number of shares that may yet be purchased under plans or programs | |||||||||||||
Oct. 1, 2010 - Oct. 31, 2010 | — | $ | — | — | 2,982,700 | |||||||||||
Nov. 1, 2010 - Nov. 30, 2010 | — | — | — | 2,982,700 | ||||||||||||
Dec. 1, 2010 - Dec. 31, 2010 | — | — | — | 2,982,700 | ||||||||||||
Total | — | $ | — | — | ||||||||||||
| (1) | The Company publicly announced its stock buy-back program on November 13, 2007. |
Equity Compensation Plan Information
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Plan Category |
| Number of securities to |
| Weighted-average |
| Number of securities remaining |
| |||
Equity compensation plans approved by security holders |
| $ | 1,268,150 |
| $ | 26.98 |
| $ | 4,572,802 |
|
Equity compensation plans not approved by security holders |
|
| — |
|
| — |
|
| — |
|
Total |
| $ | 1,268,150 |
| $ | 26.98 |
| $ | 4,572,802 |
|
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | $ | 602,036 | $ | 31.26 | $ | 4,441,041 | ||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | $ | 602,036 | $ | 31.26 | $ | 4,441,041 | ||||||
SELECTED FINANCIAL DATA |
The following tables set forth certain selected historical consolidated financial data and should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated Financial Statements and Notes thereto included elsewhere herein. The following information may not be deemed indicative of our future operating results.
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| At and For the Years Ended December 31, |
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|
| 2008 |
| 2007 |
| 2006 |
| 2005 |
| 2004 |
| |||||
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| ||||||||||
|
| (Unaudited, in thousands) |
| |||||||||||||
Period-End Balance Sheet Data: |
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Securities |
| $ | 1,681,957 |
| $ | 1,670,208 |
| $ | 1,895,157 |
| $ | 1,953,245 |
| $ | 1,294,697 |
|
Short-term investments |
|
| 549,416 |
|
| 126,281 |
|
| 222,439 |
|
| 410,226 |
|
| 150,261 |
|
Loans held for sale |
|
| 22,115 |
|
| 18,957 |
|
| 16,946 |
|
| 24,219 |
|
| 30,129 |
|
Loans, net of unearned income |
|
| 4,249,465 |
|
| 3,596,557 |
|
| 3,249,638 |
|
| 2,964,967 |
|
| 2,718,431 |
|
Total earning assets |
|
| 6,502,953 |
|
| 5,412,003 |
|
| 5,384,180 |
|
| 5,352,657 |
|
| 4,193,519 |
|
Allowance for loan losses |
|
| 61,725 |
|
| 47,123 |
|
| 46,772 |
|
| 74,558 |
|
| 40,682 |
|
Total assets |
|
| 7,167,254 |
|
| 6,055,979 |
|
| 5,964,565 |
|
| 5,950,187 |
|
| 4,664,726 |
|
Total deposits |
|
| 5,930,937 |
|
| 5,009,534 |
|
| 5,030,991 |
|
| 4,989,820 |
|
| 3,797,945 |
|
Total common stockholders’ equity |
|
| 609,499 |
|
| 554,187 |
|
| 558,410 |
|
| 477,415 |
|
| 464,582 |
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|
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|
|
Average Balance Sheet Data: |
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Securities |
| $ | 1,743,998 |
| $ | 1,726,714 |
| $ | 2,222,114 |
| $ | 1,426,461 |
| $ | 1,337,324 |
|
Short-term investments |
|
| 175,891 |
|
| 117,158 |
|
| 211,511 |
|
| 137,821 |
|
| 34,911 |
|
Loans, net of unearned income |
|
| 3,873,908 |
|
| 3,428,009 |
|
| 3,062,222 |
|
| 2,883,020 |
|
| 2,599,561 |
|
Total earning assets |
|
| 5,793,797 |
|
| 5,271,881 |
|
| 5,495,847 |
|
| 4,447,302 |
|
| 3,971,796 |
|
Allowance for loan losses |
|
| 53,354 |
|
| 46,443 |
|
| 64,285 |
|
| 50,107 |
|
| 38,117 |
|
Total assets |
|
| 6,426,389 |
|
| 5,851,889 |
|
| 6,031,800 |
|
| 4,931,030 |
|
| 4,424,334 |
|
Total deposits |
|
| 5,182,407 |
|
| 4,929,176 |
|
| 5,069,427 |
|
| 4,001,426 |
|
| 3,602,734 |
|
Total common stockholders’ equity |
|
| 584,805 |
|
| 562,383 |
|
| 513,656 |
|
| 475,701 |
|
| 447,384 |
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| At and For the Years Ended December 31, |
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| 2008 |
| 2007 |
| 2006 |
| 2005 |
| 2004 |
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| ||||||||||
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| (Unaudited, in thousands) |
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Key Ratios: |
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Return on average assets |
|
| 1.02 | % |
| 1.26 | % |
| 1.69 | % |
| 1.10 | % |
| 1.39 | % |
Return on average common equity |
|
| 11.18 | % |
| 13.14 | % |
| 19.82 | % |
| 11.36 | % |
| 13.79 | % |
Net interest margin (te)* |
|
| 3.80 | % |
| 4.08 | % |
| 4.23 | % |
| 4.40 | % |
| 4.44 | % |
Average loans to average deposits |
|
| 74.75 | % |
| 69.55 | % |
| 60.41 | % |
| 72.05 | % |
| 72.16 | % |
Noninterest income excluding storm-related insurance gain, gain on sale of branches and credit card merchant, and securities transactions, as a percent of total revenue (te) |
|
| 35.86 | % |
| 35.89 | % |
| 31.44 | % |
| 32.38 | % |
| 33.78 | % |
Noninterest expense as a percent of total revenue (te) before amortization of purchased intangibles, storm-related insurance gain, gains on sale of branches and credit card merchant, and securities transactions |
|
| 61.84 | % |
| 64.13 | % |
| 59.28 | % |
| 59.08 | % |
| 59.27 | % |
Allowance for loan losses to period-end loans |
|
| 1.45 | % |
| 1.31 | % |
| 1.44 | % |
| 2.51 | % |
| 1.50 | % |
Non-performing assets to loans plus other real estate |
|
| 0.83 | % |
| 0.43 | % |
| 0.13 | % |
| 0.42 | % |
| 0.40 | % |
Allowance for loan losses to non-performing loans and accruing loans 90 days past due |
|
| 133.16 | % |
| 241.43 | % |
| 694.67 | % |
| 195.50 | % |
| 251.85 | % |
Net charge-offs to average loans |
|
| 0.57 | % |
| 0.21 | % |
| 0.23 | % |
| 0.30 | % |
| 0.48 | % |
FTE employees (period-end) |
|
| 1,952 |
|
| 1,888 |
|
| 1,848 |
|
| 1,735 |
|
| 1,767 |
|
Common stockholders’ equity to total assets |
|
| 8.50 | % |
| 9.15 | % |
| 9.36 | % |
| 8.02 | % |
| 9.96 | % |
Tangible common equity to total assets |
|
| 7.62 | % |
| 8.08 | % |
| 8.24 | % |
| 6.89 | % |
| 8.58 | % |
Tier 1 leverage |
|
| 8.06 | % |
| 8.51 | % |
| 8.63 | % |
| 7.85 | % |
| 8.97 | % |
Tier 1 risk-based |
|
| 10.09 | % |
| 11.03 | % |
| 12.46 | % |
| 11.47 | % |
| 12.39 | % |
Total risk-based |
|
| 11.22 | % |
| 12.07 | % |
| 13.60 | % |
| 12.73 | % |
| 13.58 | % |
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Income Data: |
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|
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|
Interest income |
| $ | 335,437 |
| $ | 345,697 |
| $ | 344,063 |
| $ | 263,378 |
| $ | 226,622 |
|
Interest expense |
|
| 126,002 |
|
| 140,236 |
|
| 119,863 |
|
| 74,819 |
|
| 57,270 |
|
Net interest income |
|
| 209,435 |
|
| 205,461 |
|
| 224,200 |
|
| 188,559 |
|
| 169,352 |
|
Net interest income (te) |
|
| 219,889 |
|
| 215,000 |
|
| 232,463 |
|
| 195,936 |
|
| 176,626 |
|
Provision for (reversal of) loan losses |
|
| 36,785 |
|
| 7,593 |
|
| (20,762 | ) |
| 42,635 |
|
| 16,537 |
|
Noninterest income excluding storm-related insurance gain, gains on sale of branches and credit card merchant and securities transactions |
|
| 122,953 |
|
| 120,378 |
|
| 106,585 |
|
| 93,840 |
|
| 90,116 |
|
Net storm-related items |
|
| — |
|
| — |
|
| 5,084 |
|
| 6,584 |
|
| — |
|
Gains/(losses) on sales of securities, net |
|
| 4,825 |
|
| 308 |
|
| (5,169 | ) |
| (53 | ) |
| 163 |
|
Gains on sales of branches |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 2,258 |
|
Gain on sale of credit card merchant services business |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 3,000 |
|
Noninterest expense excluding amortization of intangibles |
|
| 212,011 |
|
| 215,092 |
|
| 200,991 |
|
| 171,197 |
|
| 158,109 |
|
Amortization of intangibles |
|
| 1,432 |
|
| 1,651 |
|
| 2,125 |
|
| 2,194 |
|
| 1,945 |
|
Net income before income taxes |
|
| 86,985 |
|
| 101,811 |
|
| 148,346 |
|
| 72,903 |
|
| 88,297 |
|
Net income |
|
| 65,366 |
|
| 73,892 |
|
| 101,802 |
|
| 54,032 |
|
| 61,704 |
|
Net income available to common stockholders |
|
| 65,366 |
|
| 73,892 |
|
| 101,802 |
|
| 54,032 |
|
| 61,704 |
|
* Tax Equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%.
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|
|
|
|
|
|
| At and For the Years Ended December 31, |
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| ||||||||||||||
|
| 2008 |
| 2007 |
| 2006 |
| 2005 |
| 2004 |
| |||||
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Per Common Share Data: |
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|
Basic earnings per share |
| $ | 2.08 |
| $ | 2.31 |
| $ | 3.13 |
| $ | 1.67 |
| $ | 1.91 |
|
Diluted earnings per share |
| $ | 2.05 |
| $ | 2.27 |
| $ | 3.06 |
| $ | 1.64 |
| $ | 1.87 |
|
Cash dividends paid |
| $ | 0.960 |
| $ | 0.960 |
| $ | 0.895 |
| $ | 0.72 |
| $ | 0.58 |
|
Book value |
| $ | 19.18 |
| $ | 17.71 |
| $ | 17.09 |
| $ | 14.78 |
| $ | 14.32 |
|
Dividend payout ratio |
|
| 46.15 | % |
| 41.56 | % |
| 28.59 | % |
| 43.11 | % |
| 30.37 | % |
Weighted average number of shares outstanding |
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
Basic |
|
| 31,491 |
|
| 32,000 |
|
| 32,534 |
|
| 32,365 |
|
| 32,390 |
|
Diluted |
|
| 31,883 |
|
| 32,545 |
|
| 33,304 |
|
| 32,966 |
|
| 33,052 |
|
Number of shares outstanding (period end) |
|
| 31,770 |
|
| 31,295 |
|
| 32,666 |
|
| 32,301 |
|
| 32,440 |
|
Market data: |
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|
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|
|
|
|
|
|
|
High closing price |
| $ | 68.42 |
| $ | 54.09 |
| $ | 57.19 |
| $ | 39.90 |
| $ | 34.83 |
|
Low closing price |
| $ | 33.34 |
| $ | 32.78 |
| $ | 37.75 |
| $ | 28.25 |
| $ | 25.00 |
|
Period-end closing price |
| $ | 45.46 |
| $ | 38.20 |
| $ | 52.84 |
| $ | 37.81 |
| $ | 33.46 |
|
Trading volume |
|
| 73,843 |
|
| 48,169 |
|
| 27,275 |
|
| 22,404 |
|
| 11,572 |
|
| At and For the Years Ended December 31, | ||||||||||||||||||||
| 2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
| (Unaudited, in thousands) | ||||||||||||||||||||
Period-End Balance Sheet Data: | ||||||||||||||||||||
Securities | $ | 1,488,885 | $ | 1,611,327 | $ | 1,680,096 | $ | 1,668,583 | $ | 1,895,157 | ||||||||||
Short-term investments | 639,164 | 797,262 | 549,416 | 126,281 | 222,439 | |||||||||||||||
Loans held for sale | 21,866 | 36,112 | 22,290 | 18,957 | 16,946 | |||||||||||||||
Loans, net of unearned income | 4,957,164 | 5,114,175 | 4,249,290 | 3,596,557 | 3,249,638 | |||||||||||||||
Total earning assets | 7,107,079 | 7,558,876 | 6,501,092 | 5,410,378 | 5,384,180 | |||||||||||||||
Allowance for loan losses | 81,997 | 66,050 | 61,725 | 47,123 | 46,772 | |||||||||||||||
Total assets | 8,138,327 | 8,697,083 | 7,167,254 | 6,055,979 | 5,964,565 | |||||||||||||||
Total deposits | 6,775,719 | 7,195,812 | 5,930,937 | 5,009,534 | 5,030,991 | |||||||||||||||
Total common stockholders’ equity | 856,548 | 837,663 | 609,499 | 554,187 | 558,410 | |||||||||||||||
Average Balance Sheet Data: | ||||||||||||||||||||
Securities | $ | 1,559,019 | $ | 1,559,570 | $ | 1,742,130 | $ | 1,725,895 | $ | 2,222,114 | ||||||||||
Short-term investments | 698,042 | 497,048 | 175,891 | 117,158 | 211,511 | |||||||||||||||
Loans, net of unearned income | 5,005,753 | 4,310,120 | 3,873,908 | 3,428,009 | 3,062,222 | |||||||||||||||
Total earning assets | 7,262,814 | 6,366,738 | 5,791,929 | 5,271,062 | 5,495,847 | |||||||||||||||
Allowance for loan losses | 73,190 | 63,450 | 53,354 | 46,443 | 64,285 | |||||||||||||||
Total assets | 8,426,234 | 7,099,767 | 6,426,389 | 5,851,889 | 6,031,800 | |||||||||||||||
Total deposits | 6,917,498 | 5,697,599 | 5,182,407 | 4,929,176 | 5,069,427 | |||||||||||||||
Total common stockholders’ equity | 865,710 | 674,375 | 584,805 | 562,383 | 513,656 | |||||||||||||||
Key Ratios: Return on average assets Return on average common equity Net interest margin (te)* Average loans to average deposits Noninterest income excluding securities transactions, as a percent of total revenue (te) Noninterest expense as a percent of total revenue (te) before amortization of purchased intangibles and securities transactions Allowance for loan losses to period-end loans Non-performing assets to loans plus other real estate Allowance for loan losses to non-performing loans and accruing loans 90 days past due Net charge-offs to average loans FTE employees (period-end) Common stockholders’ equity to total assets Tangible common equity to total assets Tier 1 leverage Tier 1 risk-based Total risk-based Income Data: Interest income Interest expense Net interest income Net interest income (te) Provision for (reversal of) loan losses Noninterest income excluding storm-related insurance gain and securities transactions Net storm-related items Gains/(losses) on sales of securities, net Noninterest expense excluding amortization of intangibles Amortization of intangibles Net income before income taxes Net income Net income available to common stockholders At and For the Years Ended December 31, 2010 2009 2008 2007 2006 (Unaudited, in thousands) 0.62 % 1.05 % 1.02 % 1.26 % 1.69 % 6.03 % 11.09 % 11.18 % 13.14 % 19.82 % 3.88 % 3.78 % 3.80 % 4.08 % 4.23 % 72.36 % 75.65 % 74.75 % 69.55 % 60.41 % 32.69 % 39.54 % 35.86 % 35.89 % 31.44 % 66.00 % 58.34 % 61.84 % 64.13 % 59.28 % 1.65 % 1.29 % 1.45 % 1.31 % 1.44 % 3.17 % 1.97 % 0.83 % 0.43 % 0.13 % 51.35 % 58.69 % 133.16 % 241.43 % 694.67 % 1.01 % 1.17 % 0.57 % 0.21 % 0.23 % 2,271 2,240 1,952 1,888 1,848 10.52 % 9.63 % 8.50 % 9.15 % 9.36 % 9.69 % 8.81 % 7.62 % 8.08 % 8.24 % 9.65 % 10.60 % 8.06 % 8.51 % 8.63 % 15.34 % 11.99 % 10.66 % 11.03 % 12.46 % 16.60 % 13.04 % 11.86 % 12.07 % 13.60 % $ 352,558 $ 323,727 $ 335,437 $ 345,697 $ 344,063 82,345 95,300 126,002 140,236 119,863 270,213 228,427 209,435 205,461 224,200 282,039 240,487 219,889 215,000 232,463 65,991 54,590 36,785 7,593 (20,762 ) 136,949 157,258 122,953 120,378 106,585 — — — — 5,084 — 69 4,825 308 (5,169 ) 276,532 232,053 212,011 215,092 200,991 2,728 1,417 1,432 1,651 2,125 61,911 97,694 86,985 101,811 148,346 52,206 74,775 65,366 73,892 101,802 52,206 74,775 65,366 73,892 101,802
| * | Tax Equivalent (te) amounts are calculated using a marginal federal income tax rate of 35%. |
Per Common Share Data: Basic earnings per share Diluted earnings per share Cash dividends paid Book value Dividend payout ratio Weighted average number of shares outstanding Basic Diluted Number of shares outstanding (period end) Market data: High sales price Low sales price Period-end closing price Trading volume At and For the Years Ended December 31, 2010 2009 2008 2007 2006 $ 1.41 $ 2.28 $ 2.07 $ 2.30 $ 3.12 $ 1.40 $ 2.26 $ 2.04 $ 2.26 $ 3.05 $ 0.960 $ 0.960 $ 0.960 $ 0.960 $ 0.895 $ 23.22 $ 22.74 $ 19.18 $ 17.71 $ 17.09 68.09 % 42.11 % 46.38 % 41.74 % 28.69 % 36,876 32,747 31,491 32,000 32,534 37,054 32,934 31,883 32,545 33,304 36,893 36,840 31,877 31,295 32,666 $ 45.86 $ 45.56 $ 68.42 $ 54.09 $ 57.19 $ 26.82 $ 22.51 $ 33.34 $ 32.78 $ 37.75 $ 34.86 $ 43.81 $ 45.46 $ 38.20 $ 52.84 50,102 66,346 73,843 48,169 27,275
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The purpose of this discussion and analysis is to focus on significant changes and events in the financial condition and results of operations of Hancock Holding Company and our subsidiaries (Hancock) during 20082010 and selected prior periods. This discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this report, including the consolidated financial statements and related notes. Certain information relating to prior years has been reclassified to conform to the current year’s presentation.
FORWARD-LOOKING STATEMENTS
Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects us from unwarranted litigation, if actual results are different from management expectations. This discussion and analysis contains forward-looking statements and reflects management’s current views and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “may,” “should,” “expect,” “anticipate,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of factors and uncertainties, which could cause our actual results and experience to differ from the anticipated results and expectations, expressed in such forward-looking statements.
EXECUTIVE OVERVIEW
Net income for the year ended December 31, 20082010 was $65.4$52.2 million, a decrease of $8.5$22.6 million, or 11.5%30.2%, from 2007’s2009’s net income of $73.9$74.8 million. The decrease in net income from the prior year was mainly due to the $33.6 million gain on the Peoples First Community Bank (Peoples First) acquisition in December 2009. Diluted earnings per share for 2010 were $2.05,$1.40, a decrease of $0.22$0.86 from 2007’s2009’s diluted earnings per share of $2.27.$2.26. Our return on average assets for 20082010 was 1.02%0.62% compared to 1.26%1.05% for 2007.2009. The lower net income and diluted earnings per share in 2010 include the impact of two significant events that occurred in the fourth quarter of 2009: our common stock offering of 4,945,000 shares and the acquisition of Peoples First adding $1.71 billion of assets.
Our year-end results were heavilyalso impacted by the continuing financial crisis and on-going national economic recession.difficulties. Weaknesses in residential development and rising unemployment levels in our market areas also impacted earnings which had a significant impact on our net charge-off levels and resulted in a higher allowance for loan losses in 2008.2010 which increased to $82.0 million at December 31, 2010 from $66.1 million recorded at December 31, 2009. In addition to the continuing economic issues, we recorded a specific reserve of $5.2 million in the second quarter of 2010 related to the Gulf Oil Spill. We reversed $1 million of the specific reserve in the fourth quarter of 2010 as we continue to monitor the effects on our markets. As a result of these difficult national and regional issues, we recorded a provision for loan losses of $36.8$66.0 million in 2010, which represents an increase of $29.2$11.4 million compared to 2007. Of the $36.8 million provision, $17.1 million was recorded in the fourth quarter of 2008 as a result of the ongoing recession, the continued rise in unemployment levels, and an increase in non-performing loans and higher past dues.2009. Net charge-offs for 20082010 were $22.2$50.7 million, or 0.57%1.01% of average loans, and were up $14.9 millionslightly compared to 2007.2009’s net charge-offs of $50.3 million, or 1.17% of average loans. Of the $22.2$50.7 million in net charge-offs in 2008, $12.62010, $36.3 million of that was recorded in the fourth quarter of 2008 and was primarily related to commercial/real estate loans due to the construction and land development segments as the housing market continued to struggle. The construction and land development loan segment represents approximately 13.7% of Hancock’s total loan portfolio, or about $585.4 million at year end 2008. These weakening economic conditions also impacted our allowance for loan losses, which increased to 1.45% of period-end loans atongoing sluggish economy.
At December 31, 2008 from the 1.31% recorded at December 31, 2007.
Our balance sheet showed strong growth during 2008. At year end,2010, our total asset level reached $7.2assets were $8.1 billion, an increasea decrease of $1.1 billion,$558.8 million, or 18.4%6.4%, from December 31, 2007.2009. The decrease in total assets was due to a decrease in earnings assets of $451.8 million due to the ongoing recession. Loan demand decreased with period-end loans down $157.0 million from December 2009. We experienced strong growtha decrease in loans in 2008. Period-end loans were up $652.9securities of $165.6 million or 18.2%, from December 31, 2007. Loan growth increased across our loan categories of commercial/ real estate, direct consumer, indirect consumer, and finance company loans. All of the growth in assets was organic growth as we did not record any acquisitions in the past year.2009 due to maturities. We also experienced strong growtha decline in deposits over the past year. Period-end deposits at December 31, 20082010 were $5.9$6.8 billion, up $921.4down $420.1 million, or 18.4%5.8%, from December 31, 2007. Our growth2009. The $420.1 million decline was primarily related to expected run-off in Peoples First time deposits. Prior to the acquisition, Peoples First deposit rate campaignspricing was very aggressive in growing markets in additionorder to customers seeking a safeattract deposits and secure bank for their money as some other banks experienced capital concerns in 2008.deposit rates were considerably higher than comparable banks. We continue to remain very well capitalized with total equity of $609.5$856.5 million at December 31, 2008,2010, up $55.3$18.9 million, or 10.0%2.3%, from December 31, 2007.2009.
On December 22, 2010, the Company and Whitney Holding Corporation entered into a definitive agreement for Whitney to merge into the Company in a stock-for-stock transaction. The transaction was approved unanimously by both companies’ boards of directors. Under the terms of the agreement, subject to shareholder and regulatory approval and other customary conditions, shareholders of Whitney Holding Corporation will receive 0.418 shares of the Company’s common stock in exchange for each share of Whitney common stock. In connection with the merger, the Company plans to issue common equity for net proceeds of approximately $220 million and, subject to the receipt of requisite approvals, expects to repurchase all of Whitney’s TARP preferred stock and warrants held by the U.S. Treasury at closing.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income (te) is the primary component of our earnings and represents the difference, or spread, between revenue generated from interest-earning assets and the interest expense related to funding those assets. For internal analytical purposes, management adjusts net interest income to a “taxable equivalent” basis using a 35% federal tax rate on tax exempt items (primarily interest on municipal securities and loans). Fluctuations in interest rates, as well as volume and mix changes in earning assets and interest-bearing liabilities can materially impact net interest income (te).
Another significant statistic in the analysis of net interest income is the effective interest differential (also referred to as the net interest margin), which is the ratio of net interest income (te) to our average earning assets. The difference between the average yield on earning assets and the effective rate paid for all deposits and borrowed funds, non-interest-bearing as well as interest-bearing is the net interest spread. Since a portion of the Bank’s deposits does not bear interest, such as demand accounts, the rate paid for all funds is lower than the rate on interest-bearing liabilities alone. The net interest margin (te) for the years 2010, 2009, and 2008 2007, and 2006 was 3.80%3.88%, 4.08%3.78%, and 4.23%3.80%, respectively.
Net interest income (te) of $219.9$282.0 million was recorded for the year 2008,2010, an increase of $4.9$41.6 million, or 2.3%17.3%, from 2007.2009. We experienced a decreasean increase of $17.5$20.6 million, or 8%9.4%, from 20072009 to 2006.2008. The factors contributing to the changes in net interest income (te) for 2008, 20072010, 2009 and 20062008 are presented in Tables 1 and 2. Table 1 is an analysis of the components of average balance sheets, levels of interest income and expense and the resulting earning asset yields and liability rates. Table 2 details the overall changes in the level of net interest income into rate and volume.
The increase of $4.9$41.6 million in net interest income (te) in 20082010 from 20072009 was caused by an increase in average earnings assets of $521.9$896.1 million, or 9.9%14.1%. In 2008,2010, our average loan growth increased $445.9$695.6 million, or 13%16.1%, from 2007 along with a slight increase inaverage short-term investments increased $201.0 million, or 40.4%, and average securities of $17.3 million. With short-term interest rates down significantlydecreased $0.6 million, or 0.04% from last year, our2009. Our loan yield fell 1072 basis points while our yield on securities fell 57 basis points pushing the yield on average earnings assets down 7726 basis points. There was also an unfavorable change in 2008 in our averageHowever, total funding mix with most new deposits more heavily weighted to mostly time deposits of $304.2 million and lower levels of non-interest bearing transaction deposits of $51 million.costs over last year were down 36 basis points.
When comparing 20072009 to 2006,2008, the primary driver of the $17.5$20.6 million, or 8% decrease,9.4% increase, in net interest income (te) was a $223.9$574.5 million, or 4%9.9%, decreaseincrease in average earning assets. In 2008,2009, our average loan growth increased $366$436.2 million, offset by a decrease inor 11.3%, average short-term investments increased $321.2 million, or 182.7%, and average securities of $495 million. There was an unfavorable change in 2007 indecreased $182.9 million, or 10.5% from 2008. With short-term interest rates down significantly from 2008, our loan yield fell 68 basis points, pushing the yield on average earnings assets down 70 basis points. However, total funding mix with higher levels of more costly time deposits of $233 million and lower levels of transaction deposits of $205 million. The impact of this change on net interest margin was managed by reducing rates paid on the interest bearing deposits.costs over 2008 were down 68 basis points.
Recognizing the importance of interest differential to total earnings, management places great emphasis on managing interest rate spreads. Although interest differential is affected by national, regional, and area economics our loan and investment policies are designed to maximize interest differential while maintainmaintaining sufficient liquidity and availability of funds for purposes of meeting existing commitments and for investment in loans and other investment opportunities that may arise.
The following table is a summary of average balance sheets that reflects average interest earned, average interest paid, average yield and average rate: