![]() BancorpSouth, Inc. Common Stock Offering January 2012 Exhibit 99.2 |
![]() Forward Looking Information 2 Certain statements contained in this presentation and the accompanying slides may not be based on historical facts and are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “intend,” “could,” “would” or “plan,” or future or conditional verb tenses, and variations or negatives of such terms. These forward-looking statements include, without limitation, statements about the use of proceeds from the offering, pricing of the offering, impact of the proceeds from the offering on our capital, deposit composition, trends in the deposit base, the maturity of our CDs, results of operations and financial condition. We caution you not to place undue reliance on the forward-looking statements contained in this presentation, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors. These factors include, but are not limited to, conditions in the financial markets and economic conditions generally, including the downgrade of sovereign credit ratings and the debt crisis in Europe, the adequacy of the Company’s provision and allowance for credit losses to cover actual credit losses, the credit risk associated with real estate construction, acquisition and development loans, the impact of legal or administrative proceedings, the availability of capital on favorable terms if and when needed, liquidity risk, the Company’s ability to improve its internal controls adequately, governmental regulation, including the Dodd Frank Act, and supervision of the Company’s operations, the impact of regulations on service charges on the Company’s core deposit accounts, the susceptibility of the Company’s business to local economic conditions, the soundness of other financial institutions, changes in interest rates, the impact of monetary policies and economic factors on the Company’s ability to attract deposits or make loans, volatility in capital and credit markets, reputational risk, the impact of hurricanes or other adverse weather events, any requirement that the Company write down goodwill or other intangible assets, diversification in the types of financial services the Company offers, competition with other financial services companies, in connection with completed or potential acquisitions, the Company’s growth strategy, interruptions or breaches in security of the Company’s information systems, the failure of certain third party vendors to perform, limitations on the Company’s ability to declare and pay dividends, dilution caused by the Company’s issuance of any additional shares of its common stock to raise capital or acquire other banks, bank holding companies, financial holding companies and insurance agencies, other factors generally understood to affect the financial results of financial services companies and other factors detailed from time to time in the Company’s press releases and filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they were made, and, except as required by law, we do not undertake any obligation to update or revise forward-looking statements to reflect events or circumstances after the date of this presentation. Certain tabular presentations may not reconcile because of rounding. Unless otherwise noted, any quotes in this presentation can be attributed to company management. |
![]() Rule 433 Legend 3 This presentation is for informational purposes only and does not constitute an offer to sell securities. The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus, all supplements to the prospectus, and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus, including any supplements, if you request it by contacting Stifel, Nicolaus & Company, Incorporated, One South Street, 15th Floor, Baltimore, MD 21202, telephone: (443) 224-1988 or email at SyndicateOps@Stifel.com or by contacting the Morgan Stanley Prospectus Department at 180 Varick Street, 2 Floor, New York, New York 10014, telephone: (866) 718-1649 or email at prospectus@morganstanley.com. nd |
![]() This presentation contains financial information determined by methods other than those prescribed by accounting principles generally accepted in the United States ("GAAP'). Management uses these "non-GAAP" financial measures in its analysis of the Company's capital and performance. Management believes that the ratio of tangible shareholders’ equity to tangible assets is important to investors who are interested in evaluating the adequacy of the Company's capital levels. Management believes that tangible book value per share is important to investors who are interested in changes from period to period in book value per share exclusive of changes in tangible assets. You should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP measures used by other companies. The limitations associated with these measures are the risks that persons might disagree as to the appropriateness of items comprising these measures and that different companies might calculate these measures differently. Information provided in the Appendix of this presentation reconciles these non-GAAP measures with comparable measures calculated in accordance with GAAP. Non-GAAP Financial Disclaimer 4 |
![]() Offering Overview 5 Issuer: BancorpSouth, Inc. Exchange/Ticker: NYSE: BXS Security Offered: Common stock Closing Price: $12.32 per share (as of 1/13/12) Offering Size: $100 million Over-Allotment Option: 15% Use of Proceeds: General corporate purposes, including to maintain certain capital levels and liquidity at the holding company, potentially provide equity capital to the bank, and fund growth Joint Bookrunners: Morgan Stanley / Stifel Nicolaus Weisel Co-Managers: Stephens / Keefe Bruyette & Woods / Sandler O’Neill Lock-Up: 90 Days for Company, Executive Officers and Directors Expected Pricing Date: After close on Wednesday, January 18 |
![]() Positive Asset Quality Trends 11.2% decline in non-performing loans and 5.6% decline in non-performing assets from Q3’11 to Q4’11 NPLs and NPAs have declined for three consecutive quarters 51% of nonaccrual loans paying as agreed Leading Mid-South Regional Bank Serving our Communities for Over 100 Years Diversified Revenue Stream Stable net interest margin and historically over 35% of the revenue stream derived from noninterest sources High Quality Deposit Franchise with a Stable Core Deposit Base 87% core deposits* Cost of total deposits of 0.67% Proven and Experienced Management Team 13% inside ownership including ESOP-held shares** Investment Merits At and for the three months ended December 31, 2011 *Includes all deposits except CDs>100K **Insider ownership from SNL Financial as of 1/13/12 6 |
![]() A Strategic Capital Raise Data as of December 31, 2011 Pro forma capital ratios assume $94.8 million of net proceeds. 7 Improves capitalization at the Holding Company and maintains flexibility at the Bank Increases Holding Company liquidity Enhances strategic flexibility Positioned for recovery Ability to invest Opportunistic M&A 7.67% 10.15% 11.77% 8.36% 11.13% 12.75% 6.00% 8.00% 10.00% 12.00% 14.00% TCE / TA Tier 1 Common Ratio Tier 1 Ratio Q4'2011 Q4'2011 Pro Forma Holding Company Capital Ratios |
![]() Strong core capital base Did not rely on TARP/CPP or similar government assistance Overview of BancorpSouth, Inc. Data as of and for the year ended December 31, 2011 Insurance ranking from Business Insurance Magazine as of December 31, 2010 $13.0 billion in assets 287 locations with reach throughout an 9-state footprint Customer-focused business model with comprehensive line of financial products and banking services for individuals and small to mid-size businesses Nation’s 26 th largest insurance agency / brokerage operation Strong mortgage operations with production totaling $1.2 billion for 2011 8 |
![]() Percentages and amounts based on data for the twelve months ended December 31, 2011 *Excludes net securities gains of $12.1 million and MSR Impairment of $13.7 million Noninterest Revenue Composition Noninterest revenue continues to be a stable and significant source of revenue Insurance and mortgage businesses provide significant sources of noninterest revenue Historically, over 35% of total revenue has been derived from noninterest sources Insurance commissions were up 6% for 2011 compared to 2010 Mortgage production volume totaled $1.2 billion for 2011 Total Noninterest Revenue of $272.4M* 9 Diversified Revenue Stream Mortgage lending 11% Card and merchant fees 16% Service charges 25% Trust income 4% Insurance commissions 32% Other 12% |
![]() Core Deposit Franchise Approximately 87% of total deposits are core, yielding a 92% loan / core deposit ratio Noninterest bearing deposits have grown approximately 10% since December 31, 2010 Cost of total deposits for the quarter ended December 31, 2011 was 0.67% Over $1 billion in CDs are maturing over the next two quarters at a weighted average rate of approximately 1.26% Non-core time deposits declined 19.2% in 2011 As of and for the year ended December 31, 2011 $11.0B Total Deposit Composition 10 Non-Interest Bearing DDA 21% Interest Bearing DDA 43% Savings 9% Time 27% |
![]() MS** 29% TX & LA 19% AR** 14% Other* 10% AL & FL Panhandle 8% TN** 8% MO 6% Greater Memphis 6% Home Equity 6% Commercial & Industrial 16% C&I Owner- Occupied 15% Construction, Acquisition & Development 10% Commercial Real Estate 20% Agricultural 3% Consumer Mortgages 22% Credit Cards 1% Other 7% Diversified Loan Portfolio Net loans and leases as of December31, 2011 *”Other” includes all other geographic regions and lines of business not managed by a geographic region **Excludes the Greater Memphis Area $8.9B Portfolio Loans By Category Loans By Geography 11 |
![]() Strategic Focus Preserve strong capital and position the Company for economic recovery Focus on asset quality Pursue quality loan growth Take advantage of market disruption Grow core earnings through margin expansion and revenue growth Expense control and reduction 12 |
![]() Recent Operating Results Dollars in millions, except per share data *Represents both nonrecurring and noncash items that are included in income before taxes but are not considered to be a component of core operating earnings 12/31/11 9/30/11 6/30/11 3/31/11 12/31/10 Net interest revenue $107.5 $108.1 $109.9 $109.4 $110.2 Provision for credit losses 19.3 25.1 32.2 53.5 43.3 Noninterest revenue 65.3 62.1 75.1 68.3 74.0 Noninterest expense 135.9 130.7 137.1 130.0 123.5 Income (loss) before income taxes 17.7 14.3 15.7 (5.8) 17.4 Income tax provision (benefit) 4.4 2.4 2.9 (5.3) 1.6 Net income (loss) $13.3 $11.9 $12.8 ($0.5) $15.8 Net income (loss) per share: diluted $0.16 $0.14 $0.15 ($0.01) $0.19 Nonrecurring/Noncash Items* MSR valuation adjustment ($1.0) ($11.7) ($3.8) $2.5 $8.9 Security gains (losses), net - 2.0 10.0 - (0.5) Prepayment penalty on FHLB borrowings - - (9.8) - - Branch closure expense - (3.1) - - - Total nonrecurring/noncash items ($1.0) ($12.8) ($3.6) $2.5 $8.4 Three Months Ended 13 |
![]() Stable Net Interest Margin Fiscal Year Quarter Ended Shown on a fully taxable equivalent basis 14 3.68% 3.75% 3.77% 3.70% 3.69% 3.71% 3.66% 3.69% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 2007 2008 2009 2010 3/31/11 6/30/11 9/30/11 12/31/11 |
![]() Balance Sheet Summary Dollars in millions, except per share 12/31/11 9/30/11 12/31/10 Total assets $12,996 $13,199 $13,615 (4.5) % Cash and equivalents 499 500 272 83.5 Securities 2,514 2,482 2,709 (7.2) Loans, net of unearned income 8,870 9,056 9,333 (5.0) Allowance for credit losses (195) (200) (197) (1.0) Total deposits 10,955 11,063 11,490 (4.7) Short-term borrowings 375 451 443 (15.3) Shareholders' equity 1,263 1,267 1,222 3.4 Book value per share 15.13 15.17 14.64 3.3 Tangible book value per share 11.68 11.71 11.17 4.6 12/31/11 vs 12/31/10 % Change 15 |
![]() % Change As of Linked YOY 12/31/11 9/30/11 12/31/10 Q4'11 vs. Q3'11 Q4'11 vs. Q4'10 Commercial and industrial 1,474 $ 1,503 $ 1,491 $ (2.0%) (1.2%) Real estate: Consumer mortgages 1,945 1,966 1,952 (1.1%) (0.3%) Home equity 514 523 543 (1.7%) (5.3%) Agricultural 239 250 252 (4.1%) (5.1%) Commercial and industrial-owner occupied 1,302 1,330 1,331 (2.1%) (2.2%) Construction, acquisition and development 908 977 1,175 (7.0%) (22.7%) Commercial 1,754 1,772 1,817 (1.0%) (3.5%) Credit Cards 106 103 106 3.0% (0.1%) Other 627 632 665 (0.8%) (5.7%) Total 8,870 $ 9,056 $ 9,333 $ (2.0%) (5.0%) Loan Portfolio Continue to decrease exposure in the CAD portfolio Excluding the impact of CAD portfolio - total loans declined 2.4% from December 31, 2010 16 Dollars in millions Net loans and leases |
![]() Credit Quality Improvement At and for the three months ended December 31, 2011 “Paying as agreed” includes loans < 30 days past due with payments occurring at least quarterly 17 Non-performing loans decreased 11.2% from the previous quarter Non-performing assets decreased 5.6% from the previous quarter Both NPLs and NPAs have declined for three consecutive quarters 51% of non-accrual loans paying as agreed 85% of non-accrual loans were impaired and carried at 68% of unpaid principal balance (“UPB”) Sales of OREO properties during the quarter totaled $16.7 million, resulting in no material net gain/loss. OREO is carried at 54% of aggregate loan balances at time of foreclosure |
![]() Dollars in millions Net Charge-offs are Stabilizing 18 $51 $52 $33 $23 $24 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% $0 $10 $20 $30 $40 $50 $60 12/31/10 3/31/11 6/30/11 9/30/11 12/31/11 Net Charge-Offs Net Charge-offs / Average loans Loan Loss Reserves / Net Loans & Leases |
![]() NPLs By Type & Location NPLs By Category NPLs By Geography As of December 31, 2011 NPLs include nonaccrual loans, loans 90+ days past due and restructured loans *“Other” includes all other geographic regions and lines of business not managed by a geographic region **Excludes the Greater Memphis Area 19 Consumer Mortgages 16% Commercial & Industrial 4% Home Equity 1% Agricultural 2% C&I Owner- Occupied 13% Construction, Acquisition & Development 42% Commercial Real Estate 19% Credit Cards 1% Other 2% AL & FL Panhandle 16% AR** 8% MS** 17% MO 15% Greater Memphis 13% TN** 9% TX & LA 18% Other* 4% |
![]() 20 Non-Performing Loans Newly identified non-accrual loans for quarters ended as of dates shown Non-Performing Loans $394M $425M $380M $363M $322M $300 $350 $400 $450 12/31/10 3/31/11 6/30/11 9/30/11 12/31/11 Newly Identified Non-Accrual Loans $131M $111M $50M $61M $39M $52M $48M $54M $60M $38M $0 $50 $100 $150 12/31/10 3/31/11 6/30/11 9/30/11 12/31/11 Newly Identified Non-Accrual Loans Loans 30-89 Days Past Due, Still Accruing |
![]() Conservative Impairments & OREO Carrying Value 85% of non-accrual loans are impaired and are carried at 68% of UPB As of December 31, 2011 Dollars in millions 21 OREO is carried at 54% of aggregate loan balances at time of foreclosure Total Unpaid principal balance at time of foreclosure $319.1 Cumulative charge-offs and writedowns of OREO (145.3) Current book value of OREO $173.8 Current book value / UPB 54% Total Unpaid principal balance of impaired loans $287.1 Cumulative charge-offs on impaired loans (52.2) Allowance for impaired loans (39.7) Net book value of impaired loans $195.2 Net book value / UPB 68% |
![]() Positive Asset Quality Trends 11.2% decline in non-performing loans and 5.6% decline in non-performing assets from Q3’11 to Q4’11 NPLs and NPAs have declined for three consecutive quarters 51% of nonaccrual loans paying as agreed Leading Mid-South Regional Bank Serving our Communities for Over 100 Years Diversified Revenue Stream Stable net interest margin and historically over 35% of the revenue stream derived from noninterest sources High Quality Deposit Franchise with a Stable Core Deposit Base 87% core deposits* Cost of total deposits of 0.67% Proven and Experienced Management Team 13% inside ownership including ESOP-held shares** Investment Merits At and for the three months ended December 31, 2011 *Includes all deposits except CDs>100K **Insider ownership from SNL Financial as of 1/13/12 22 |
![]() Appendix |
![]() Non-GAAP Financial Reconciliation 24 Tangible Common Equity / Tangible Assets (TCE/TA) As of As of As of 12/31/2011 9/30/2011 12/31/2010 (In Thousands, except ratios and per share data) Common Equity --> A $1,262,912 $1,266,753 $1,222,244 Assets --> B 12,995,851 13,198,518 13,615,010 Intangibles --> C 287,910 288,723 289,720 Tangible Common Equity --> D=A-C 975,002 978,030 932,524 Tangible Assets --> E=B-C 12,707,941 12,909,795 13,325,290 Tangible Book Value Per Share Total Equity / Total Assets (%) -- > F=A/B 9.72% 9.60% 8.98% Tangible Common Equity / Tangible Assets (%) -- > G=D/E 7.67% 7.58% 7.00% Common Shares Outstanding -- > H 83,484 83,489 83,482 Tangible Book Value Per Share -- > I=D/H 11.68 11.71 11.17 |