SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
————
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): July 21, 2011
HANCOCK HOLDING COMPANY
(Exact Name of Registrant as Specified in its Charter)
| Mississippi | 0-13089 | 64-0693170 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
One Hancock Plaza
2510 14th Street
Gulfport , Mississippi 39501
(Address of principal executive offices)
( 228) 868-4000
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition. On July 21, 2011, Hancock Holding Company issued a press release announcing its second quarter 2011 financial results. A copy of this press release and the accompanying financial statements are attached hereto as Exhibit 99.1.
Item 7.01 Regulation FD Disclosure. On July 21, 2011, Hancock Holding Company issued a press release announcing its second quarter 2011 financial results. A copy of this press release and the accompanying financial statements are attached hereto as Exhibit 99.1. This information is furnished under both Item 2.02, Results of Operations and Financial Condition, and Item 7.01, Regulation FD Disclosure. The information in this Form 8-K and Exhibit attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Hancock Holding Company 2Q 2011 Financial Results |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
Dated: July 21, 2011
HANCOCK HOLDING COMPANY
(Registrant)
By: /s/ Michael M. Achary
Name: Michael M. Achary
Title: Chief Financial Officer
For Immediate Release
July 21, 2011
For More Information
Trisha Voltz Carlson, SVP, Investor Relations Manager
504.299.5208
trisha_carlson@hancockbank.com
Hancock reports second quarter 2011 financial results
Results include impact of Whitney merger from acquisition date
GULFPORT, Miss. (July 21, 2011) — Hancock Holding Company (Nasdaq: HBHC) (the “Company” or “Hancock”) today announced financial results for the second quarter of 2011, which ended June 30, 2011. Operating income for the second quarter of 2011 was $26.6 million or $.48 per diluted common share compared to $16.4 million, or $.44, and $7.7 million, or $.21, in the first quarter of 2011 and second quarter of 2010, respectively. Operating income is defined as net income excluding tax-effected merger costs and securities transactions gains or losses. Included in the financial tables is a reconciliation of net income to operating income.
Hancock's return on average assets, excluding merger related items and securities transactions, was 0.92 percent for the second quarter of 2011, up 11 basis points from 0.81 percent in the first quarter of 2011, and an improvement of 56 basis points over the prior year period.
Net income for the second quarter of 2011 was $12.1 million, or $.22 per diluted common share, compared to $15.3 million, or $.41, and $6.5 million, or $.17, in the first quarter of 2011 and second quarter of 2010, respectively. Included in net income for the second quarter of 2011 were $22.2 million of pre-tax merger-related costs. Pre-tax merger costs for the first quarter of 2011 and second quarter of 2010 totaled $1.6 million and $1.7 million, respectively.
On June 4, 2011, Hancock completed its acquisition of Whitney Holding Corporation (“Whitney”) headquartered in New Orleans, Louisiana. The impact of the acquisition is reflected in the Company’s financial information from the acquisition date. The acquisition added $11.7 billion in assets, $6.5 billion in loans, and $9.2 billion in deposits. The purchase price of the acquisition was $1.6 billion, including the exchange of 40.8 million shares of Hancock common stock for Whitney’s outstanding common stock and $308 million paid to the U.S. Treasury for Whitney’s preferred stock and warrant.
"The closing of the Whitney acquisition solidifies Hancock as the premier Gulf South financial services franchise,” said Hancock's President and Chief Executive Officer Carl J. Chaney. “The profit for the quarter and overall operating results reflect only a piece of what Whitney brings to the combined company. With the integration on track, cost saves beginning to be realized, opportunities to cross-sell market-leading products and services such as treasury management and commercial insurance, and the dynamics of a region poised for future growth, the outlook for Hancock Bank and Whitney Bank is positive and exciting.”
Under purchase accounting rules, the Whitney balance sheet was marked to fair value at acquisition date. Two significant items resulting from this valuation were the elimination of Whitney’s loan loss reserve and the establishment of a loan mark on the acquired loan portfolio. Whitney’s allowance for loan losses of $208 million at acquisition was not carried forward, and the loan portfolio was reduced, or “marked”, $463 million to fair value. This represented a 6.7 percent discount on the acquired loan portfolio. A portion of the mark on the loan portfolio will be accreted into interest income over time. Additional detail on the loan mark is included in the financial tables.
Goodwill and other intangibles of approximately $783 million were recorded in connection with the Whitney acquisition.
The following chart summarizes the acquired balance sheet:
Preliminary Summary of Net Assets Acquired
(At Fair Value)
As of June 4, 2011
(dollars in millions)
| Cash and short-term investments | | $ | 956.7 | |
| Loans held for sale | | | 56.9 | |
| Securities | | | 2,634.7 | |
| Loans and leases | | | 6,456.0 | |
| Identifiable intangibles | | | 276.3 | |
| Property & equipment | | | 284.0 | |
| Other assets | | | 577.4 | |
| Total kdentifiable assets | | $ | 11,242.0 | |
| | | | | |
| Deposits | | $ | 9,181.9 | |
| Borrowings | | | 776.0 | |
| Other liabilities | | | 175.5 | |
| Total liabilities | | $ | 10,133.4 | |
| Net identifiable assets acquired | | $ | 1,108.6 | |
| Goodwill | | | 507.2 | |
| Net assets acquired | | $ | 1,615.8 | |
The company's pre-tax, pre-provision profit for the second quarter of 2011 was $49.5 million compared to $32.4 million in the first quarter of 2011. Pre-tax pre-provision profit is total revenue (TE) less non-interest expense and excludes merger-related costs and securities transactions.
Highlights & Key Operating Items from Hancock's Second Quarter Results
Balance Sheet
Total assets at June 30, 2011, were $19.8 billion, compared to $8.3 billion at March 31, 2011. The increase from the prior period mainly reflects the $11.7 billion in assets acquired in the Whitney merger.
Loans
For the quarter ended June 30, 2011, Hancock's average total loans were $6.7 billion compared to $4.9 billion in the first quarter of 2011. Period-end loans totaled $11.2 billion at June 30, 2011, compared to $4.8 billion at March 31, 2011. The increase in both average and period-end loans reflects the Whitney acquisition. Average balances include Whitney’s loan portfolio from the date of acquisition.
Excluding the impact of Whitney at acquisition date, period-end loan balances were down approximately $48 million, or 1 percent, from March 31, 2011.
The Company continues to experience limited loan demand throughout its operating region.
Deposits
Average deposits for the second quarter of 2011 were $9.2 billion compared to $6.8 billion in the first quarter of 2011. Period-end deposits were $15.6 billion compared to $6.7 billion at March 31, 2011. The increase in both average and period-end deposits reflects the Whitney acquisition. Average balances include Whitney’s deposit portfolio from the date of acquisition.
Excluding the impact of Whitney at acquisition date, period-end deposits were down $291 million, or 4 percent, from March 31, 2011. Approximately one-third of the decrease was related to expected runoff in the Peoples First time deposit portfolio. The remaining decline from the end of the first quarter of 2011 was due in part to the seasonality of commercial and public fund deposits.
Noninterest-bearing demand deposits (DDAs) totaled $4.9 billion at June 30, 2011, compared to $1.2 billion at March 31, 2011. Noninterest-bearing demand deposits comprised 31 percent of total period-end deposits at June 30, 2011, compared to 18 percent at March 31, 2011. The increase was related to the Whitney acquisition and the impact from its favorable deposit mix.
Asset Quality
Net charge-offs for the second quarter of 2011 were $8.2 million, or 0.49 percent of average loans on an annualized basis, compared to $6.8 million, or 0.57 percent of average loans, for the first quarter of 2011.
Non-performing assets totaled $258.2 million at June 30, 2011, compared to $161.9 million at March 31, 2011. The increase from the previous period is mainly related to the addition of $81.2 million of Whitney’s foreclosed assets. Whitney’s credit impaired loan portfolio was recorded at estimated fair value at acquisition and is not included in non-performing assets. Non-performing assets as a percent of total loans and foreclosed assets was 2.27 percent at June 30, 2011, compared to 3.32 percent at March 31, 2011.
Loans 90 days past due or greater (accruing) as a percent of period-end loans was 0.04 percent at June 30, 2011, compared to 0.01 percent at March 31, 2011.
The company's allowance for loan losses was $112.4 million at June 30, 2011, compared to $94.4 million at March 31, 2011. The ratio of the allowance for loan losses to period-end loans was 1.00 percent at June 30, 2011, compared to 1.95 percent at March 31, 2011. The decrease in the allowance ratio is related to the addition of Whitney’s $6.5 billion loan portfolio, at fair value. As noted earlier, Whitney’s allowance was not carried forward at acquisition. Excluding the acquired and covered portfolios, the allowance for loan losses as a percent of period-end loans was 1.99 percent at June 30, 2011, compared to 2.05 percent at March 31, 2011.
Additional asset quality metrics for the acquired (Whitney), covered (Peoples First) and originated (Hancock legacy plus newly originated loans) portfolios are included in the financial tables.
Hancock's reserving methodologies required the company to increase the allowance for loan losses in the second quarter. Hancock recorded a total provision for loan losses for the second quarter of 2011 of $9.1 million compared to $8.8 million in the first quarter of 2011. During the second quarter Hancock reversed the remaining $2.7 million of allowance established to cover estimated losses from the BP oil spill, and increased the unallocated portion of the reserve for loan losses by $1.2 million.
During the second quarter of 2011 the company recorded an $18.0 million increase in the allowance for losses that have arisen on certain pools of covered loans since the December 2009 acquisition of Peoples First, which was mostly offset by an increase in the Company’s FDIC loss share receivable for the 95 percent loss coverage. This resulted in a net provision for the second quarter of $0.9 million.
Net Interest Income
Net interest income (TE) for the second quarter of 2011 was $101.9 million, compared to $69.6 million in the first quarter of 2011. The majority of the increase was related to the impact of the Whitney acquisition.
Average earning assets were $9.9 billion in the second quarter of 2011 compared to $7.1 billion in the first quarter of 2011.
The net interest margin (TE) was 4.11 percent for the second quarter of 2011, compared to 3.97 percent for the first quarter of 2011. The increase in the margin of 14 basis points reflected a favorable shift in funding sources and a decline in funding costs, offset by a less favorable shift in the mix of earning assets and a decline in investment portfolio yields. These changes are mainly related to the acquisition of the Whitney. The Company's loan yield was unchanged from the first quarter of 2011, while the yield on securities decreased 35 basis points, resulting in a decline in the yield on average earning assets of 10 basis points. Total funding costs were down 24 basis points from the first quarter.
Toward the end of the second quarter, the Company invested approximately $400 million of its excess liquidity in securities. The yield on the securities purchased was 2.54 percent, an increase of 229 basis points compared to the current short-term investment rate of 25 basis points, and is expected to lift annual pretax earnings by approximately $9.2 million.
Non-interest Income
Non-interest income totaled $46.7 million for the second quarter of 2011 compared to $34.1 million in the first quarter of 2011. Approximately $8.2 million, or 65 percent of the increase, was related to the impact of the Whitney acquisition.
The remainder of the increase from the first quarter of 2011 was related primarily to other income, up $3.6 million, and insurance fees, up $1.4 million. The increase in other income included an additional $3.0 million of interest accretion on the FDIC receivable from the Peoples First acquisition. The increase in insurance income was related to annual policy renewals in the second quarter.
Management expects that the new interchange rates related to the Durbin amendment that are being implemented in the fourth quarter of 2011 could result in approximately $2 million to $3 million of lower fee income for the remainder of 2011 and approximately $15 million to $18 million of lower fee income in 2012.
Non-interest Expense & Taxes
Non-interest expense for the second quarter of 2011 totaled $121.4 million compared to $73.0 million in the first quarter of 2011. The increase was related to the impact of the Whitney acquisition. Non-interest expense for the second quarter included $22.2 million of merger-related expenses.
The efficiency ratio, which excludes merger costs, was 65.62 percent for the second quarter of 2011 compared to 68.21 percent for the first quarter of 2011.
The effective income tax rate for the second quarter of 2011 was 21 percent compared to 20 percent in the first quarter of 2011. The low tax rate is impacted by tax-exempt interest income and the utilization of tax credits. The source of the tax credits resulted from investments in New Market Tax Credits, Qualified Bond Credits and Work Opportunity Tax Credits.
Integration Update
The integration of Whitney into Hancock continues to progress as scheduled. Professional consulting groups have been assisting Hancock with the integration and accounting matters related to the transaction. The main systems conversion is currently scheduled for the first quarter of 2012, with smaller systems converting later this year.
Management currently expects the divestiture of Whitney’s seven branches in coastal Mississippi and one branch in Louisiana required by the Department of Justice to be completed in the third quarter of 2011.
Merger costs incurred to-date totaled approximately $24 million. Management expects a total of approximately $125 million in pre-tax merger costs related to the Whitney acquisition.
The Company realized approximately $4 million in cost synergies from acquisition date through the end of the second quarter, related mainly to a reduction in headcount and other cost synergies. The timeline for realization of these expected cost synergies remains on track and management remains confident it will meet its total projected annual cost saves of $134 million.
Capital
Hancock continues to remain well capitalized, with total equity of $2.4 billion at June 30, 2011, compared to $1.1 billion at March 31, 2011. The increase mainly reflects the addition of $1.3 billion in equity from the Whitney acquisition. The company's tangible common equity ratio was 8.09 percent at June 30, 2011, compared to 11.94 percent at March 31, 2011. The decline from the first quarter reflects the impact of the intangible assets acquired in the Whitney merger. Additional capital ratios are included in the financial tables.
Conference Call
Management will host a conference call for analysts and investors at 10:00 a.m. Central Daylight Time on Friday, July 22, 2011, to review the results. A live listen-only webcast of the call will be available under the Investor Relations section of Hancock’s website at www.hancockbank.com.
To participate in the Q&A portion of the call, dial (877) 564-1219 or (973) 638-3429. An audio archive of the conference call will be available under the Investor Relations section of Hancock’s website. A replay of the call will also be available through July 27, 2011, by dialing (800) 642-1687 or (706) 645-9291, passcode 81498026.
About Hancock Holding Company
Both Hancock Bank and Whitney Bank were founded more than a century ago and operate a combined total of nearly 300 full-service bank branches and almost 400 ATMs across a Gulf South corridor comprising South Mississippi; southern and central Alabama; southern Louisiana; the northern, central, and Panhandle regions of Florida; and Houston, Texas.
The Hancock Holding Company financial services family also includes Hancock Investment Services, Inc.; Hancock Insurance Agency and its divisions of J. Everett Eaves and Ross King Walker; Magna Insurance Company; Southern Coastal Insurance Agency, Inc.; corporate trust offices in Gulfport and Jackson, Miss., New Orleans, Baton Rouge, and Orlando; and Harrison Finance Company.
Investors and customers can access more information about Hancock Holding Company, Hancock Bank, and e-banking at www.hancockbank.com. Details about Whitney Bank and online banking are available at www.whitneybank.com.
Forward-Looking Statements
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about companies' anticipated future financial performance. This act provides a safe harbor for such disclosure, which protects the companies from unwarranted litigation if actual results are different from management expectations. This news release contains “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, and we intend such forward-looking statements to be covered by the safe harbor provisions therein and are including this statement for purposes of invoking these safe-harbor provisions. Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future. The forward-looking statements made in this release include, but may not be limited to, future profitability, the timing and strength of the economic recovery, the overall capital strength of Hancock, the timing, merger costs, cost synergies, profitability and long-term success of the Hancock/Whitney integration, the timing of the branch divestiture and the financial impact of the Durbin amendment
Hancock’s ability to accurately project results or predict the effects of future plans or strategies is inherently limited. Although Hancock believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements. Factors that could cause Hancock’s actual results to differ from those expressed in Hancock’s forward-looking statements include, but are not limited to, those risk factors outlined in Hancock’s public filings with the Securities and Exchange Commission, which are available at the SEC’s internet site (http://www.sec.gov), the anticipated benefits from the proposed transaction such as it being accretive to earnings, expanding our geographic presence and synergies are not realized in the time frame anticipated or at all as a result of changes in general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations (including changes to capital requirements) and their enforcement, and the degree of competition in the geographic and business areas in which the companies operate; the ability to promptly and effectively integrate the businesses of Whitney and Hancock; reputational risks and the reaction of the companies’ customers to the transaction; and diversion of management time on merger-related issues.
You are cautioned not to place undue reliance on these forward-looking statements. Hancock does not intend, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.
| Hancock Holding Company | | | | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | | | | |
| (amounts in thousands, except per share data and FTE headcount) | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Six Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | 6/30/2011 | | | 6/30/2010 | |
| Per Common Share Data | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| Earnings per share: | | | | | | | | | | | | | | | |
| Basic | | $ | 0.22 | | | $ | 0.41 | | | $ | 0.17 | | | $ | 0.59 | | | $ | 0.55 | |
| Diluted | | $ | 0.22 | | | $ | 0.41 | | | $ | 0.17 | | | $ | 0.59 | | | $ | 0.55 | |
| Operating earnings per share: (a) | | | | | | | | | | | | | | | | | | | | |
| Basic | $ | 0.48 | | | $ | 0.44 | | | $ | 0.21 | | | $ | 0.93 | | | $ | 0.61 | |
| Diluted | | $ | 0.48 | | | $ | 0.44 | | | $ | 0.21 | | | $ | 0.92 | | | $ | 0.60 | |
| Cash dividends per share | | $ | 0.24 | | | $ | 0.24 | | | $ | 0.24 | | | $ | 0.48 | | | $ | 0.48 | |
| Book value per share (period-end) | | $ | 28.18 | | | $ | 24.52 | | | $ | 23.36 | | | $ | 28.18 | | | $ | 23.36 | |
| Tangible book value per share (period-end) | | $ | 18.06 | | | $ | 22.79 | | | $ | 21.28 | | | $ | 18.06 | | | $ | 21.28 | |
| Weighted average number of shares: | | | | | | | | | | | | | | | | | | | | |
| Basic | | | 54,890 | | | | 37,333 | | | | 36,876 | | | | 46,160 | | | | 36,855 | |
| Diluted | | | 55,035 | | | | 37,521 | | | | 37,078 | | | | 46,310 | | | | 37,075 | |
| Period-end number of shares | | | 84,694 | | | | 43,139 | | | | 36,877 | | | | 84,694 | | | | 36,877 | |
| Market data: | | | | | | | | | | | | | | | | | | | | |
| High sales price | | $ | 34.57 | | | $ | 35.68 | | | $ | 43.90 | | | $ | 35.68 | | | $ | 45.86 | |
| Low sales price | | $ | 30.04 | | | $ | 30.67 | | | $ | 33.27 | | | $ | 30.04 | | | $ | 33.27 | |
| Period end closing price | | $ | 30.98 | | | $ | 32.84 | | | $ | 33.36 | | | $ | 30.98 | | | $ | 33.36 | |
| Trading volume | | | 32,122 | | | | 25,942 | | | | 12,443 | | | | 58,064 | | | | 22,055 | |
| | | | | | | | | | | | | | | | | | | | | |
| (a) Excludes tax-effected merger related expenses and securities transactions | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Other Period-end Data | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| FTE headcount | | | 4,892 | | | | 2,299 | | | | 2,278 | | | | 4,892 | | | | 2,278 | |
| Tangible common equity | | $ | 1,529,955 | | | $ | 983,160 | | | $ | 784,872 | | | $ | 1,529,955 | | | $ | 784,872 | |
| Tier I capital | | $ | 1,458,102 | | | $ | 981,439 | | | $ | 764,608 | | | $ | 1,458,102 | | | $ | 764,608 | |
| Goodwill and non-amortizing intangibles | | $ | 622,929 | | | $ | 61,631 | | | $ | 61,631 | | | $ | 622,929 | | | $ | 61,631 | |
| Amortizing intangibles | | $ | 233,121 | | | $ | 12,591 | | | $ | 14,516 | | | $ | 233,121 | | | $ | 14,516 | |
| | | | | | | | | | | | | | | | | | | | | |
| Performance Ratios | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Return on average assets | | | 0.42 | % | | | 0.75 | % | | | 0.31 | % | | | 0.56 | % | | | 0.48 | % |
| Return on average assets (operating) | | | 0.92 | % | | | 0.81 | % | | | 0.36 | % | | | 0.87 | % | | | 0.53 | % |
| Return on average common equity | | | 3.32 | % | | | 7.07 | % | | | 3.03 | % | | | 4.72 | % | | | 4.78 | % |
| Return on average common equity (operating) | | | 7.30 | % | | | 7.56 | % | | | 3.56 | % | | | 7.40 | % | | | 5.27 | % |
| Tangible common equity ratio | | | 8.09 | % | | | 11.94 | % | | | 9.32 | % | | | 8.09 | % | | | 9.32 | % |
| Earning asset yield (TE) | | | 4.77 | % | | | 4.87 | % | | | 5.06 | % | | | 4.81 | % | | | 5.11 | % |
| Total cost of funds | | | 0.66 | % | | | 0.90 | % | | | 1.19 | % | | | 0.76 | % | | | 1.30 | % |
| Net interest margin (TE) | | | 4.11 | % | | | 3.97 | % | | | 3.87 | % | | | 4.05 | % | | | 3.81 | % |
| Noninterest expense as a percent of total revenue (TE) before amortization of | | | | | | | | | | | | | | | | | | | | |
| purchased intangibles and securities transactions and merger expenses | | | 65.62 | % | | | 68.21 | % | | | 65.64 | % | | | 66.68 | % | | | 65.33 | % |
| Net charge-offs as a percent of average loans | | | 0.49 | % | | | 0.57 | % | | | 1.11 | % | | | 0.52 | % | | | 1.09 | % |
| Allowance for loan losses as a percent of period-end loans | | | 1.00 | % | | | 1.95 | % | | | 1.55 | % | | | 1.00 | % | | | 1.55 | % |
Allowance for loan losses to non-performing loans + accruing loans 90 days past due | | | 85.22 | % | | | 77.87 | % | | | 48.84 | % | | | 85.22 | % | | | 48.84 | % |
| Average loan/deposit ratio | | | 72.51 | % | | | 72.38 | % | | | 71.63 | % | | | 72.46 | % | | | 71.54 | % |
Non-interest income excluding securities transactions as a percent of total revebye (TE) | | | 31.43 | % | | | 32.93 | % | | | 33.23 | % | | | 32.05 | % | | | 32.18 | % |
| Hancock Holding Company | | | | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Six Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | 6/30/2011 | | | 6/30/2010 | |
| | | | | | | | | | | | | | | | |
| Asset Quality Information | | | | | | | | | | | | | | | |
| Non-accrual loans (a) | | $ | 109,234 | | | $ | 100,718 | | | $ | 150,127 | | | $ | 109,234 | | | $ | 150,127 | |
| Restructured loans (b) | | | 18,606 | | | | 19,757 | | | | - | | | | 18,606 | | | | - | |
| Total non-performing loans | | | 127,840 | | | | 120,475 | | | | 150,127 | | | | 127,840 | | | | 150,127 | |
| Foreclosed assets | | | 130,320 | | | | 41,380 | | | | 44,901 | | | | 130,320 | | | | 44,901 | |
| Total non-performing assets | | $ | 258,160 | | | $ | 161,855 | | | $ | 195,028 | | | $ | 258,160 | | | $ | 195,028 | |
| Non-performing assets as a percent of loans and foreclosed assets | | | 2.27 | % | | | 3.32 | % | | | 3.89 | % | | | 2.27 | % | | | 3.89 | % |
| Accruing loans 90 days past due (a) | | $ | 4,057 | | | $ | 691 | | | $ | 8,002 | | | $ | 4,057 | | | $ | 8,002 | |
| Accruing loans 90 days past due as a percent of loans | | | 0.04 | % | | | 0.01 | % | | | 0.16 | % | | | 0.04 | % | | | 0.16 | % |
Non-performing assets + accruing loans 90 days past due to loans and foreclosed assets | | | 2.30 | % | | | 3.33 | % | | | 4.05 | % | | | 2.30 | % | | | 4.05 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Net charge-offs | | $ | 8,241 | | | $ | 6,817 | | | $ | 13,921 | | | $ | 15,058 | | | $ | 27,172 | |
Net charge-offs as a percent of average loans | | | 0.49 | % | | | 0.57 | % | | | 1.11 | % | | | 0.52 | % | | | 1.09 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Allowance for loan losses | | $ | 112,407 | | | $ | 94,356 | | | $ | 77,221 | | | $ | 112,407 | | | $ | 77,221 | |
Allowance for loan losses as a percent of period-end loans | | | 1.00 | % | | | 1.95 | % | | | 1.55 | % | | | 1.00 | % | | | 1.55 | % |
Allowance for loan losses to non-performing loans + accruing loans 90 days past due | | | 85.22 | % | | | 77.87 | % | | | 48.84 | % | | | 85.22 | % | | | 48.84 | % |
| | | | | | | | | | | | | | | | | | | | | |
| Provision for loan losses | | $ | 9,144 | | | $ | 8,822 | | | $ | 24,517 | | | $ | 17,966 | | | $ | 38,343 | |
| | | | | | | | | | | | | | | | | | | | | |
| (a) Non-accrual loans and accruing loans past due 90 days or more do not include purchased impaired loans which were written down to fair value upon acquisition and accrete interest income over the remaining life of the loan. | |
| | | | | | | | | | | | | | | | | | | | | |
| (b) Included in restructured loans are $8.4 million and $10.3 million in non-accrual loans at 6/30/2011 and 3/31/2011, repectively. |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Allowance for Loan Losses | | | | | | | | | | | | | | | | | | | | |
| Beginning Balance | | $ | 94,356 | | | $ | 81,997 | | | $ | 66,625 | | | $ | 81,997 | | | $ | 66,050 | |
Provision for loan losses before FDIC benefit - covered loans | | | 18,049 | | | | 10,899 | | | | - | | | | 28,948 | | | | - | |
Benefit attributable to FDIC loss share agreement | | | (17,148 | ) | | | (10,354 | ) | | | - | | | | (27,502 | ) | | | - | |
Provision for loan losses - non-covered loans | | | 8,243 | | | | 8,277 | | | | 24,517 | | | | 16,520 | | | | 38,343 | |
| Net provision for loan losses | | | 9,144 | | | | 8,822 | | | | 24,517 | | | | 17,966 | | | | 38,343 | |
| Increase in indemnification asset | | | 17,148 | | | | 10,354 | | | | - | | | | 27,502 | | | | - | |
| Charge-offs | | | 12,993 | | | | 9,079 | | | | 14,998 | | | | 22,072 | | | | 30,158 | |
| Recoveries | | | 4,752 | | | | 2,262 | | | | 1,077 | | | | 7,014 | | | | 2,986 | |
| Net charge-offs | | | 8,241 | | | | 6,817 | | | | 13,921 | | | | 15,058 | | | | 27,172 | |
| Ending Balance | | $ | 112,407 | | | $ | 94,356 | | | $ | 77,221 | | | $ | 112,407 | | | $ | 77,221 | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
Net Charge-off Information | | | | | | | | | | | | | | | | | | | | |
| Net charge-offs: | | | | | | | | | | | | | | | | | | | | |
| Commercial/real estate loans | | $ | 5,210 | | | $ | 4,180 | | | $ | 10,537 | | | $ | 9,390 | | | $ | 20,775 | |
| Mortgage loans | | | 1,001 | | | | 371 | | | | 569 | | | | 1,372 | | | | 1,177 | |
| Direct consumer loans | | | 1,116 | | | | 1,267 | | | | 1,241 | | | | 2,383 | | | | 1,849 | |
| Indirect consumer loans | | | 178 | | | | 224 | | | | 449 | | | | 402 | | | | 1,057 | |
| Finance Company loans | | | 736 | | | | 775 | | | | 1,125 | | | | 1,511 | | | | 2,314 | |
| Total net charge-offs | | $ | 8,241 | | | $ | 6,817 | | | $ | 13,921 | | | $ | 15,058 | | | $ | 27,172 | |
| | | | | | | | | | | | | | | | | | | | | |
| Average loans: | | | | | | | | | | | | | | | | | | | | |
| Commercial/real estate loans | | $ | 4,565,071 | | | $ | 3,099,303 | | | $ | 3,090,655 | | | $ | 3,836,235 | | | $ | 3,118,049 | |
| Mortgage loans | | | 864,601 | | | | 653,150 | | | | 745,019 | | | | 759,460 | | | | 740,176 | |
| Direct consumer loans | | | 869,999 | | | | 736,133 | | | | 729,083 | | | | 803,436 | | | | 733,382 | |
| Indirect consumer loans | | | 283,612 | | | | 301,638 | | | | 336,260 | | | | 292,575 | | | | 348,047 | |
| Finance Company loans | | | 95,557 | | | | 97,525 | | | | 107,821 | | | | 96,536 | | | | 108,815 | |
| Total average loans | | $ | 6,678,840 | | | $ | 4,887,749 | | | $ | 5,008,838 | | | $ | 5,788,242 | | | $ | 5,048,469 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net charge-offs to average loans: | | | | | | | | | | | | | | | | | | | | |
| Commercial/real estate loans | | | 0.46 | % | | | 0.55 | % | | | 1.37 | % | | | 0.49 | % | | | 1.34 | % |
| Mortgage loans | | | 0.46 | % | | | 0.23 | % | | | 0.31 | % | | | 0.36 | % | | | 0.32 | % |
| Direct consumer loans | | | 0.51 | % | | | 0.70 | % | | | 0.68 | % | | | 0.60 | % | | | 0.51 | % |
| Indirect consumer loans | | | 0.25 | % | | | 0.30 | % | | | 0.54 | % | | | 0.28 | % | | | 0.61 | % |
| Finance Company loans | | | 3.09 | % | | | 3.22 | % | | | 4.19 | % | | | 3.16 | % | | | 4.29 | % |
| Total net charge-offs to average loans | | | 0.49 | % | | | 0.57 | % | | | 1.11 | % | | | 0.52 | % | | | 1.09 | % |
| Hancock Holding Company | | | | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Six Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | 6/30/2011 | | | 6/30/2010 | |
| Income Statement | | | | | | | | | | | | | | | |
| Interest income | | $ | 115,477 | | | $ | 82,533 | | | $ | 89,741 | | | $ | 198,010 | | | $ | 182,119 | |
| Interest income (TE) | | | 118,335 | | | | 85,405 | | | | 92,788 | | | | 203,740 | | | | 188,184 | |
| Interest expense | | | 16,418 | | | | 15,769 | | | | 21,868 | | | | 32,187 | | | | 47,668 | |
| Net interest income (TE) | | | 101,917 | | | | 69,636 | | | | 70,920 | | | | 171,553 | | | | 140,516 | |
| Provision for loan losses | | | 9,144 | | | | 8,822 | | | | 24,517 | | | | 17,966 | | | | 38,343 | |
| Noninterest income excluding | | | | | | | | | | | | | | | | | | | | |
| securities transactions | | | 46,715 | | | | 34,183 | | | | 35,293 | | | | 80,899 | | | | 66,674 | |
| Securities transactions gains/(losses) | | | (36 | ) | | | (51 | ) | | | - | | | | (87 | ) | | | - | |
| Noninterest expense | | | 121,366 | | | | 73,019 | | | | 72,122 | | | | 194,385 | | | | 139,943 | |
| Income before income taxes | | | 15,228 | | | | 19,055 | | | | 6,527 | | | | 34,284 | | | | 22,839 | |
| Income tax expense | | | 3,140 | | | | 3,727 | | | | 27 | | | | 6,868 | | | | 2,505 | |
| Net income | | $ | 12,088 | | | $ | 15,328 | | | $ | 6,500 | | | $ | 27,416 | | | $ | 20,334 | |
| | | | | | | | | | | | | | | | | | | | | |
| Merger-related expenses | | | 22,219 | | | | 1,588 | | | | 1,718 | | | | 23,808 | | | | 3,167 | |
| Securities transactions gains/(losses) | | | (36 | ) | | | (51 | ) | | | - | | | | (87 | ) | | | - | |
| Taxes on adjustments | | | 7,789 | | | | 574 | | | | 621 | | | | 8,364 | | | | 1,146 | |
| Operating income (c) | | $ | 26,554 | | | $ | 16,393 | | | $ | 7,597 | | | $ | 42,947 | | | $ | 22,355 | |
| | | | | | | | | | | | | | | | | | | | | |
| Difference between interest income and interest income (te) | | $ | 2,858 | | | $ | 2,872 | | | $ | 3,047 | | | $ | 5,730 | | | $ | 6,065 | |
| Provision for loan losses | | | 9,144 | | | | 8,822 | | | | 24,517 | | | | 17,966 | | | | 38,343 | |
| Merger-related expenses | | | 22,219 | | | | 1,588 | | | | 1,718 | | | | 23,808 | | | | 3,167 | |
| Securities transactions gains/(losses) | | | (36 | ) | | | (51 | ) | | | - | | | | (87 | ) | | | - | |
| Income tax expense | | | 3,140 | | | | 3,727 | | | | 27 | | | | 6,868 | | | | 2,505 | |
| Pre-tax, pre-provision profit (PTPP) (d) | | $ | 49,485 | | | $ | 32,388 | | | $ | 35,809 | | | $ | 81,875 | | | $ | 70,414 | |
| | | | | | | | | | | | | | | | | | | | | |
| Noninterest Income and Noninterest Expense | | | | | | | | | | | | | | | | | | | | |
| Service charges on deposit accounts | | $ | 12,343 | | | $ | 9,544 | | | $ | 12,327 | | | $ | 21,887 | | | $ | 23,816 | |
| Trust fees | | | 5,301 | | | | 3,991 | | | | 4,408 | | | | 9,292 | | | | 8,254 | |
| Debit card & merchant fees | | | 5,968 | | | | 3,510 | | | | 3,928 | | | | 9,478 | | | | 7,524 | |
| Insurance fees | | | 4,628 | | | | 3,249 | | | | 3,641 | | | | 7,878 | | | | 7,153 | |
| Investment & annuity fees | | | 3,267 | | | | 3,133 | | | | 2,663 | | | | 6,400 | | | | 4,942 | |
| ATM fees | | | 3,290 | | | | 2,731 | | | | 2,321 | | | | 6,021 | | | | 4,272 | |
| Secondary mortgage market operations | | | 1,877 | | | | 1,567 | | | | 1,529 | | | | 3,444 | | | | 3,169 | |
| Other income | | | 10,041 | | | | 6,457 | | | | 4,476 | | | | 16,499 | | | | 7,544 | |
| Noninterest income excluding | | | | | | | | | | | | | | | | | | | | |
| securities transactions | | $ | 46,715 | | | $ | 34,183 | | | $ | 35,293 | | | $ | 80,899 | | | $ | 66,674 | |
| Securities transactions gains/(losses) | | | (36 | ) | | | (51 | ) | | | - | | | | (87 | ) | | | - | |
Total noninterest income including securities transactions | | $ | 46,679 | | | $ | 34,132 | | | $ | 35,293 | | | $ | 80,812 | | | $ | 66,674 | |
| | | | | | | | | | | | | | | | | | | | | |
| Personnel expense | | $ | 53,511 | | | $ | 37,835 | | | $ | 35,379 | | | $ | 91,335 | | | $ | 70,146 | |
| Occupancy expense (net) | | | 8,760 | | | | 5,911 | | | | 6,026 | | | | 14,671 | | | | 12,169 | |
| Equipment expense | | | 3,661 | | | | 2,854 | | | | 2,642 | | | | 6,515 | | | | 5,367 | |
| Other operating expense | | | 31,594 | | | | 24,217 | | | | 25,673 | | | | 55,821 | | | | 47,672 | |
| Amortization of intangibles | | | 1,621 | | | | 614 | | | | 684 | | | | 2,235 | | | | 1,422 | |
| Merger-related expenses | | $ | 22,219 | | | $ | 1,588 | | | $ | 1,718 | | | $ | 23,808 | | | $ | 3,167 | |
| Total noninterest expense | | $ | 121,366 | | | $ | 73,019 | | | $ | 72,122 | | | $ | 194,385 | | | $ | 139,943 | |
| | | | | | | | | | | | | | | | | | | | | |
| (c) Net income less tax-effected merger costs and securities gains/losses. Management believes that this is a useful financial measure because it enables investors to assess ongoing operations. | | | | | | | | | |
| | | | | | | | | | |
| (d) Pre-tax pre-provision profit (PTPP) is total revenue (TE) less noninterest expense, merger items, and securities transactions. Management believes that PTPP profit is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle. |
| Hancock Holding Company | | | | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Six Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | 6/30/2011 | | | 6/30/2010 | |
Period-end Balance Sheet | | | | | | | | | | | | | | | |
| Commercial/real estate loans | | $ | 8,233,519 | | | $ | 3,089,365 | | | $ | 3,042,654 | | | $ | 8,233,519 | | | $ | 3,042,654 | |
| Residential mortgage loans | | | 1,443,817 | | | | 630,092 | | | | 751,259 | | | | 1,443,817 | | | | 751,259 | |
| Direct consumer loans | | | 1,197,568 | | | | 733,173 | | | | 743,118 | | | | 1,197,568 | | | | 743,118 | |
| Indirect consumer loans | | | 278,261 | | | | 292,941 | | | | 329,658 | | | | 278,261 | | | | 329,658 | |
| Finance Company loans | | | 95,888 | | | | 95,404 | | | | 105,513 | | | | 95,888 | | | | 105,513 | |
| Total loans | | | 11,249,053 | | | | 4,840,975 | | | | 4,972,202 | | | | 11,249,053 | | | | 4,972,202 | |
| Loans held for sale | | | 67,081 | | | | 7,468 | | | | 42,769 | | | | 67,081 | | | | 42,769 | |
| Securities | | | 4,573,973 | | | | 1,593,511 | | | | 1,686,671 | | | | 4,573,973 | | | | 1,686,671 | |
| Short-term investments | | | 977,060 | | | | 759,644 | | | | 720,314 | | | | 977,060 | | | | 720,314 | |
| Earning assets | | | 16,867,167 | | | | 7,201,598 | | | | 7,421,956 | | | | 16,867,167 | | | | 7,421,956 | |
| Allowance for loan losses | | | (112,407 | ) | | | (94,356 | ) | | | (77,221 | ) | | | (112,407 | ) | | | (77,221 | ) |
| Other assets | | | 3,002,785 | | | | 1,203,792 | | | | 1,155,283 | | | | 3,002,785 | | | | 1,155,283 | |
| Total assets | | $ | 19,757,545 | | | $ | 8,311,034 | | | $ | 8,500,018 | | | $ | 19,757,545 | | | $ | 8,500,018 | |
| | | | | | | | | | | | | | | | | | | | | |
| Noninterest bearing deposits | | $ | 4,852,440 | | | $ | 1,186,852 | | | $ | 1,050,118 | | | $ | 4,852,440 | | | $ | 1,050,118 | |
| Interest bearing transaction deposits | | | 5,779,322 | | | | 2,051,805 | | | | 1,930,738 | | | | 5,779,322 | | | | 1,930,738 | |
| Interest bearing public fund deposits | | | 1,522,002 | | | | 1,208,334 | | | | 1,205,874 | | | | 1,522,002 | | | | 1,205,874 | |
| Time deposits | | | 3,434,145 | | | | 2,250,319 | | | | 2,773,841 | | | | 3,434,145 | | | | 2,773,841 | |
| Total interest bearing deposits | | | 10,735,469 | | | | 5,510,458 | | | | 5,910,453 | | | | 10,735,469 | | | | 5,910,453 | |
| Total deposits | | | 15,587,909 | | | | 6,697,310 | | | | 6,960,571 | | | | 15,587,909 | | | | 6,960,571 | |
| Other borrowed funds | | | 1,310,462 | | | | 442,294 | | | | 546,343 | | | | 1,310,462 | | | | 546,343 | |
| Other liabilities | | | 472,861 | | | | 113,731 | | | | 131,822 | | | | 472,861 | | | | 131,822 | |
| Common shareholders' equity | | | 2,386,313 | | | | 1,057,699 | | | | 861,282 | | | | 2,386,313 | | | | 861,282 | |
| Total liabilities & common equity | | $ | 19,757,545 | | | $ | 8,311,034 | | | $ | 8,500,018 | | | $ | 19,757,545 | | | $ | 8,500,018 | |
| | | | | | | | | | | | | | | | | | | | | |
| Commercial/Real Estate Loans | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Commercial non-real estate loans | | $ | 3,076,731 | | | $ | 546,490 | | | $ | 521,019 | | | $ | 3,076,731 | | | $ | 521,019 | |
| Construction and land development loans | | | 1,371,351 | | | | 623,343 | | | | 609,727 | | | | 1,371,351 | | | | 609,727 | |
| Commercial real estate owner occupied | | | 2,019,176 | | | | 854,954 | | | | 798,627 | | | | 2,019,176 | | | | 798,627 | |
| Commercial real estate non-owner occupied | | | 1,221,861 | | | | 553,757 | | | | 594,247 | | | | 1,221,861 | | | | 594,247 | |
| Municipal loans | | | 498,418 | | | | 461,401 | | | | 463,076 | | | | 498,418 | | | | 463,076 | |
| Lease financing | | | 45,982 | | | | 49,420 | | | | 55,958 | | | | 45,982 | | | | 55,958 | |
| Total commercial/real estate loans | | $ | 8,233,519 | | | $ | 3,089,365 | | | $ | 3,042,654 | | | $ | 8,233,519 | | | $ | 3,042,654 | |
| | | | | | | | | | | | | | | | | | | | | |
| Capital Ratios | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Common shareholders' equity | | $ | 2,386,313 | | | $ | 1,057,699 | | | $ | 861,282 | | | $ | 2,386,313 | | | $ | 861,282 | |
| Tier 1 capital | | | 1,458,102 | | | | 981,439 | | | | 764,608 | | | | 1,458,102 | | | | 764,608 | |
| Tangible common equity ratio | | | 8.09 | % | | | 11.94 | % | | | 9.32 | % | | | 8.09 | % | | | 9.32 | % |
| Common equity (period-end) as a percent of total assets (period-end) | | | 12.08 | % | | | 12.73 | % | | | 10.13 | % | | | 12.08 | % | | | 10.13 | % |
| Leverage (Tier I) ratio | | | 13.59 | % | | | 12.02 | % | | | 9.06 | % | | | 13.59 | % | | | 9.06 | % |
| Tier 1 risk-based capital ratio (e) | | | 11.62 | % | | | 17.04 | % | | | 14.84 | % | | | 11.62 | % | | | 14.84 | % |
| Tier 1 common capital ratio (e) | | | 11.62 | % | | | 17.04 | % | | | 14.84 | % | | | 11.62 | % | | | 14.84 | % |
| Total risk-based capital ratio (e) | | | 13.71 | % | | | 18.30 | % | | | 16.09 | % | | | 13.71 | % | | | 16.09 | % |
| | | | | | | | | | | | | | | | | | | | | |
| (e) = estimated | | | | | | | | | | | | | | | | | | | | |
| Hancock Holding Company | | | | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | | Three Months Ended | | | Six Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | 6/30/2011 | | | 6/30/2010 | |
| Average Balance Sheet | | | | | | | | | | | | | | | |
| Commercial/real estate loans | | $ | 4,565,071 | | | $ | 3,099,303 | | | $ | 3,090,655 | | | $ | 3,836,235 | | | $ | 3,118,049 | |
| Residential mortgage loans | | | 864,601 | | | | 653,150 | | | | 745,019 | | | | 759,460 | | | | 740,176 | |
| Direct consumer loans | | | 869,999 | | | | 736,133 | | | | 729,083 | | | | 803,436 | | | | 733,382 | |
| Indirect consumer loans | | | 283,612 | | | | 301,638 | | | | 336,260 | | | | 292,575 | | | | 348,047 | |
| Finance Company loans | | | 95,557 | | | | 97,525 | | | | 107,821 | | | | 96,536 | | | | 108,815 | |
| Total loans | | | 6,678,840 | | | | 4,887,749 | | | | 5,008,838 | | | | 5,788,242 | | | | 5,048,469 | |
| Securities | | | 2,224,665 | | | | 1,444,872 | | | | 1,646,418 | | | | 1,836,923 | | | | 1,609,853 | |
| Short-term investments | | | 1,028,067 | | | | 742,761 | | | | 688,648 | | | | 886,203 | | | | 750,541 | |
| Earning assets | | | 9,931,572 | | | | 7,075,382 | | | | 7,343,904 | | | | 8,511,368 | | | | 7,408,863 | |
| Allowance for loan losses | | | (95,313 | ) | | | (82,758 | ) | | | (67,901 | ) | | | (89,070 | ) | | | (67,041 | ) |
| Other assets | | | 1,752,563 | | | | 1,244,747 | | | | 1,235,552 | | | | 1,500,056 | | | | 1,240,759 | |
| Total assets | | $ | 11,588,822 | | | $ | 8,237,371 | | | $ | 8,511,555 | | | $ | 9,922,354 | | | $ | 8,582,581 | |
| | | | | | | | | | | | | | | | | | | | | |
| Noninterest bearing deposits | | $ | 2,231,775 | | | $ | 1,144,469 | | | $ | 1,069,795 | | | $ | 1,691,126 | | | $ | 1,044,470 | |
| Interest bearing transaction deposits | | | 3,139,872 | | | | 2,029,706 | | | | 1,920,797 | | | | 2,587,856 | | | | 1,907,968 | |
| Interest bearing Public Fund deposits | | | 1,283,183 | | | | 1,227,723 | | | | 1,173,579 | | | | 1,255,606 | | | | 1,224,110 | |
| Time deposits | | | 2,556,502 | | | | 2,350,572 | | | | 2,828,846 | | | | 2,454,106 | | | | 2,880,682 | |
| Total interest bearing deposits | | | 6,979,557 | | | | 5,608,001 | | | | 5,923,222 | | | | 6,297,568 | | | | 6,012,760 | |
| Total deposits | | | 9,211,332 | | | | 6,752,470 | | | | 6,993,017 | | | | 7,988,694 | | | | 7,057,230 | |
| Other borrowed funds | | | 761,438 | | | | 501,028 | | | | 527,808 | | | | 631,952 | | | | 535,515 | |
| Other liabilities | | | 157,500 | | | | 104,035 | | | | 129,595 | | | | 130,914 | | | | 132,687 | |
| Common shareholders' equity | | | 1,458,552 | | | | 879,838 | | | | 861,135 | | | | 1,170,794 | | | | 857,149 | |
| Total liabilities & common equity | | $ | 11,588,822 | | | $ | 8,237,371 | | | $ | 8,511,555 | | | $ | 9,922,354 | | | $ | 8,582,581 | |
| Hancock Holding Company | | | | | | | | | | | | |
| Financial Highlights | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Supplemental Asset Quality Information (excluding covered assets and acquired loans) 1 | | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | | | |
| Non-accrual loans (2) (3) | | | $ | 68,216 | | | $ | 56,654 | | | $ | 95,600 | | | |
| Restructured loans | | | | 18,606 | | | | 19,757 | | | | - | | | |
| Total non-performing loans | | | $ | 86,822 | | | $ | 76,411 | | | $ | 95,600 | | | |
| Foreclosed assets (4) | | | | 104,975 | | | | 18,559 | | | | 18,357 | | | |
| Total non-performing assets | | | $ | 191,797 | | | $ | 94,970 | | | $ | 113,957 | | | |
| Non-performing assets as a percent of loans and foreclosed assets | | | | 4.47 | % | | | 2.33 | % | | | 2.76 | % | | |
| Accruing loans 90 days past due | | | $ | 2,504 | | | $ | 691 | | | $ | 8,002 | | | |
| Accruing loans 90 days past due as a percent of loans | | | | 0.06 | % | | | 0.02 | % | | | 0.19 | % | | |
| Non-performing assets + accruing loans 90 days past due | | | | | | | | | | | | | | | |
| to loans and foreclosed assets | | | | 4.53 | % | | | 2.34 | % | | | 2.95 | % | | |
| Allowance for loan losses (5) | | | | 83,160 | | | | 83,160 | | | | 77,221 | | | |
| Allowance for loan losses as a percent of period-end loans | | | | 1.99 | % | | | 2.05 | % | | | 1.88 | % | | |
| Allowance for loan losses to nonperforming loans + accruing loans | | | | | | | | | | | | | | | |
| 90 days past due | | | | 93.10 | % | | | 107.86 | % | | | 74.54 | % | | |
| | | | | | | | | | | | | | | | |
| (1) Covered and acquired loans are considered to be performing due to the application of the accretion method under acquisition accounting. Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition | | |
| accounting. Certain acquired loans and foreclosed assets are also covered under FDIC loss sharing agreements, which provide considerable protection against credit risk. Due to the protection of loss sharing agreements and impact of acquisition | | |
| accounting, management has excluded acquired loans and covered assets from this table to provide for improved comparability to prior periods and better perspective into asset quality trends. | | |
| (2) Excludes acquired covered loans not accounted for under the accretion method of $39,514, $44,064, and $54,527. | | |
| (3) Excludes non-covered acquired loans at fair value not accounted for under the accretion method of $1,504 for the period ended 6/30/2011. There were no amounts in prior periods. | | |
| (4) Excludes covered foreclosed assets of $25,345, $22,821, and $26,544. On June 4, 2011, Hancock acquired $81,195 of foreclosed assets in the Whitney merger. | | |
| (5) Excludes impairment recorded on covered acquired loans of $29,247, $11,196 and $0. | | |
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| | | | | | | | | | | | | | | | | | |
| | | 6/30/2011 | | | |
| | | Originated Loans (1) | | | Acquired Loans (2) | | | Covered Loans (3) | | | Total | | | |
| Commercial/real estate loans | | $ | 2,845,955 | | | $ | 5,040,123 | | | $ | 347,441 | | | $ | 8,233,519 | | | |
| Residential mortgage loans | | | 365,661 | | | | 830,667 | | | | 247,489 | | | | 1,443,817 | | | |
| Direct consumer loans | | | 597,593 | | | | 447,096 | | | | 152,879 | | | | 1,197,568 | | | |
| Indirect consumer loans | | | 278,261 | | | | - | | | | - | | | | 278,261 | | | |
| Finance Company loans | | | 95,888 | | | | - | | | | - | | | | 95,888 | | | |
| Total loans | | $ | 4,183,358 | | | $ | 6,317,886 | | | $ | 747,809 | | | $ | 11,249,053 | | | |
| | | | | | | | | | | | | | | | | | | |
| (1) Loans which have been originated in the normal course of business. | | |
| (2) Loans which have been acquired and no allowance brought forward in accordance with acquisition accounting. | | |
| (3) Loans which are covered by loss sharing agreements with the FDIC providing considerable protection against credit risk. | | |
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| | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | |
The following table shows the fair value adjustments on Whitney acquired loans at acquisition:
| | | | | | | | | | | | | | | | |
| | | | | | | Acquired
Loans
Amortized
Cost | | | Fair Value Adjustment | | | Acquired Loans Fair Value | | | |
| Commercial non-real estate | | | | | | $ | 2,561,854 | | | $ | (102,043 | ) | | $ | 2,459,811 | | | |
| Commercial real estate owner-occupied | | | | | | | 1,113,051 | | | | (71,159 | ) | | | 1,041,892 | | | |
| Construction and land development | | | | | | | 835,689 | | | | (107,614 | ) | | | 728,075 | | | |
| Commercial real estate non-owner occupied | | | | | | | 999,110 | | | | (71,473 | ) | | | 927,637 | | | |
| Total commercial/real estate | | | | | | | 5,509,704 | | | | (352,289 | ) | | | 5,157,415 | | | |
| Residential mortgage | | | | | | | 922,271 | | | | (64,892 | ) | | | 857,379 | | | |
| Consumer | | | | | | | 486,920 | | | | (45,692 | ) | | | 441,228 | | | |
| Total | | | | | | $ | 6,918,895 | | | $ | (462,873 | ) | | $ | 6,456,022 | | | |
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| | | | | | | | | | | | | | | | | | | |
The following table shows Whitney acquired loans by geographic region at acquisition:
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | Alabama/ | | | Percent of |
| | | Louisiana | | | Texas | | | Florida | | | Mississippi | | Total | Total |
| Commercial non-real estate | | $ | 1,815,670 | | | $ | 340,204 | | | $ | 120,813 | | | $ | 183,124 | | $2,459,811 | 38% |
| Commercial real estate owner-occupied | | | 695,846 | | | | 113,640 | | | | 157,735 | | | | 74,671 | | 1,041,892 | 16% |
| Construction and land development | | | 266,288 | | | | 254,341 | | | | 135,048 | | | | 72,398 | | 728,075 | 11% |
| Commercial real estate non-owner occupied | | | 517,449 | | | | 102,428 | | | | 190,758 | | | | 117,002 | | 927,637 | 14% |
| Total commercial/real estate | | | 3,295,253 | | | | 810,613 | | | | 604,354 | | | | 447,195 | | 5,157,415 | 80% |
| Residential mortgage | | | 434,769 | | | | 150,195 | | | | 156,407 | | | | 116,008 | | 857,379 | 13% |
| Consumer | | | 331,282 | | | | 26,138 | | | | 47,744 | | | | 36,064 | | 441,228 | 7% |
| Total | | $ | 4,061,304 | | | $ | 986,946 | | | $ | 808,505 | | | $ | 599,267 | | $6,456,022 | 20% |
| Percent of total | | | 63 | % | | | 15 | % | | | 13 | % | | | 9 | % | 100% | |
| Hancock Holding Company | | | | | | | | | | | | | |
| Average Balance and Net Interest Margin Summary | | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | | | | | |
| | | Three Months Ended | |
| | | 6/30/2011 | | | 3/31/2011 | | | 6/30/2010 | |
| | | Interest | | | Volume | | | Rate | | | Interest | | | Volume | | | Rate | | | Interest | | | Volume | | | Rate | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Average Earning Assets | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial & real estate loans (TE) | $ | 60,126 | | | $ | 4,565,071 | | | | 5.28 | % | | $ | 40,267 | | | $ | 3,099,303 | | | | 5.26 | % | | $ | 39,728 | | | $ | 3,090,655 | | | | 5.15 | % |
| Residential mortgage loans | | | 14,839 | | | | 864,601 | | | | 6.87 | % | | | 10,824 | | | | 653,150 | | | | 6.63 | % | | | 11,880 | | | | 745,019 | | | | 6.38 | % |
| Consumer loans | | | 21,628 | | | | 1,249,168 | | | | 6.94 | % | | | 19,175 | | | | 1,135,296 | | | | 6.70 | % | | | 21,882 | | | | 1,173,164 | | | | 7.48 | % |
| Loan fees & late charges | | | 234 | | | | - | | | | 0.00 | % | | | (59 | ) | | | - | | | | 0.00 | % | | | 259 | | | | | | | | | |
| Total loans (TE) | | $ | 96,827 | | | $ | 6,678,840 | | | | 5.81 | % | | $ | 70,207 | | | $ | 4,887,749 | | | | 5.81 | % | | $ | 73,749 | | | | 5,008,838 | | | | 5.90 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| US treasury securities | | | 13 | | | | 10,802 | | | | 0.47 | % | | | 12 | | | | 10,798 | | | | 0.47 | % | | | 26 | | | | 11,843 | | | | 0.88 | % |
| US agency securities | | | 1,468 | | | | 315,300 | | | | 1.86 | % | | | 771 | | | | 172,116 | | | | 1.79 | % | | | 1,407 | | | | 206,522 | | | | 2.72 | % |
| CMOs | | | 3,276 | | | | 398,863 | | | | 3.29 | % | | | 3,018 | | | | 351,224 | | | | 3.44 | % | | | 2,795 | | | | 278,198 | | | | 4.02 | % |
| Mortgage backed securities | | | 13,233 | | | | 1,251,564 | | | | 4.23 | % | | | 8,172 | | | | 713,783 | | | | 4.58 | % | | | 11,250 | | | | 942,548 | | | | 4.77 | % |
| Municipals (TE) | | | 2,728 | | | | 211,301 | | | | 5.16 | % | | | 2,678 | | | | 178,904 | | | | 5.99 | % | | | 2,933 | | | | 190,936 | | | | 6.14 | % |
| Other securities | | | 275 | | | | 36,836 | | | | 2.99 | % | | | 248 | | | | 18,047 | | | | 5.50 | % | | | 178 | | | | | | | | | |
| Total securities (TE) | | | 20,993 | | | | 2,224,666 | | | | 3.77 | % | | | 14,899 | | | | 1,444,872 | | | | 4.12 | % | | | 18,589 | | | | 1,646,418 | | | | 4.52 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total short-term investments | | | 516 | | | | 1,028,067 | | | | 0.20 | % | | | 299 | | | | 742,761 | | | | 0.16 | % | | | 450 | | | | 688,648 | | | | 0.26 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Average earning assets yield (TE) | $ | 118,335 | | | $ | 9,931,573 | | | | 4.77 | % | | $ | 85,405 | | | $ | 7,075,382 | | | | 4.87 | % | | $ | 92,788 | | | $ | 7,343,904 | | | | 5.06 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-bearing Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-bearing transaction deposits | $ | 1,594 | | | $ | 3,139,872 | | | | 0.20 | % | | $ | 1,596 | | | $ | 2,029,706 | | | | 0.32 | % | | $ | 2,599 | | | $ | 1,920,797 | | | | 0.54 | % |
| Time deposits | | | 10,568 | | | | 2,556,502 | | | | 1.66 | % | | | 10,821 | | | | 2,350,572 | | | | 1.87 | % | | | 14,309 | | | | 2,828,846 | | | | 2.03 | % |
| Public Funds | | | 1,409 | | | | 1,283,183 | | | | 0.44 | % | | | 1,593 | | | | 1,227,723 | | | | 0.53 | % | | | 2,492 | | | | | | | | | |
| Total interest bearing deposits | $ | 13,571 | | | | 6,979,557 | | | | 0.78 | % | | $ | 14,010 | | | | 5,608,001 | | | | 1.01 | % | | $ | 19,400 | | | | 5,923,222 | | | | 1.31 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total borrowings | | | 2,847 | | | | 761,438 | | | | 1.50 | % | | | 1,759 | | | | 501,028 | | | | 1.42 | % | | | 2,468 | | | | 527,808 | | | | 1.88 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total interest bearing liab cost | $ | 16,418 | | | $ | 7,740,995 | | | | 0.85 | % | | $ | 15,769 | | | $ | 6,109,029 | | | | 1.05 | % | | $ | 21,868 | | | $ | 6,451,030 | | | | 1.36 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net interest-free funding sources | | | | | | 2,190,577 | | | | | | | | | | | | 966,353 | | | | | | | | | | | | 892,874 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Cost of Funds | | $ | 16,418 | | | $ | 9,931,572 | | | | 0.66 | % | | $ | 15,769 | | | $ | 7,075,382 | | | | 0.90 | % | | $ | 21,868 | | | $ | 7,343,904 | | | | 1.19 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Interest Spread (TE) | | $ | 101,917 | | | | | | | | 3.92 | % | | $ | 69,636 | | | | | | | | 3.82 | % | | $ | 70,920 | | | | | | | | 3.70 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Interest Margin (TE) | | $ | 101,917 | | | $ | 9,931,572 | | | | 4.11 | % | | $ | 69,636 | | | $ | 7,075,382 | | | | 3.97 | % | | $ | 70,920 | | | | | | | | | |
| Hancock Holding Company | | | | | | | | | | | | | |
| Average Balance and Net Interest Margin Summary | | | | | | | | | | | | | | | | |
| (amounts in thousands) | | | | | | | | | | | | | | | | |
| (unaudited) |
| | | Six Months Ended | |
| | | 6/30/2011 | | | 6/30/2010 | |
| | | Interest | | | Volume | | | Rate | | | Interest | | | Volume | | | Rate | |
| | | | | | | | | | | | | | | | | | | |
| Average Earning Assets | | | | | | | | | | | | | | | | | | |
| Commercial & real estate loans (TE) | | $ | 100,393 | | | $ | 3,836,235 | | | | 5.27 | % | | $ | 82,331 | | | $ | 3,118,049 | | | | 5.32 | % |
| Residential mortgage loans | | | 25,663 | | | | 759,460 | | | | 6.76 | % | | | 24,097 | | | | 740,176 | | | | 6.51 | % |
| Consumer loans | | | 40,802 | | | | 1,192,547 | | | | 6.90 | % | | | 43,373 | | | | 1,190,244 | | | | 7.35 | % |
| Loan fees & late charges | | | 174 | | | | - | | | | 0.00 | % | | | 487 | | | | - | | | | 0.00 | % |
| Total loans (TE) | | | 167,032 | | | $ | 5,788,242 | | | | 5.81 | % | | | 150,288 | | | $ | 5,048,469 | | | | 5.99 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| US treasury securities | | | 25 | | | | 10,800 | | | | 0.47 | % | | | 41 | | | | 11,841 | | | | 0.69 | % |
| US agency securities | | | 2,238 | | | | 244,104 | | | | 1.83 | % | | | 2,793 | | | | 184,947 | | | | 3.02 | % |
| CMOs | | | 6,294 | | | | 375,175 | | | | 3.36 | % | | | 4,858 | | | | 223,468 | | | | 4.35 | % |
| Mortgage backed securities | | | 21,406 | | | | 984,159 | | | | 4.35 | % | | | 23,301 | | | | 982,197 | | | | 4.74 | % |
| Municipals (TE) | | | 5,407 | | | | 195,192 | | | | 5.54 | % | | | 5,424 | | | | 191,687 | | | | 5.66 | % |
| Other securities | | | 523 | | | | 27,493 | | | | 3.81 | % | | | 440 | | | | 15,714 | | | | 5.59 | % |
| Total securities (TE) | | | 35,893 | | | | 1,836,923 | | | | 3.91 | % | | | 36,857 | | | | 1,609,854 | | | | 4.58 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total short-term investments | | | 815 | | | | 886,203 | | | | 0.19 | % | | | 1,039 | | | | 750,541 | | | | 0.28 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Average earning assets yield (TE) | | $ | 203,740 | | | $ | 8,511,367 | | | | 4.81 | % | | $ | 188,184 | | | $ | 7,408,864 | | | | 5.11 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-Bearing Liabilities | | | | | | | | | | | | | | | | | | | | | | | | |
| Interest-bearing transaction deposits | | $ | 3,189 | | | $ | 2,587,856 | | | | 0.25 | % | | $ | 5,102 | | | $ | 1,907,968 | | | | 0.54 | % |
| Time deposits | | | 21,388 | | | | 2,454,106 | | | | 1.76 | % | | | 31,847 | | | | 2,880,682 | | | | 2.23 | % |
| Public Funds | | | 3,001 | | | | 1,255,606 | | | | 0.48 | % | | | 5,734 | | | | 1,224,110 | | | | 0.94 | % |
| Total interest bearing deposits | | $ | 27,578 | | | $ | 6,297,568 | | | | 0.88 | % | | $ | 42,683 | | | $ | 6,012,760 | | | | 1.43 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total borrowings | | | 4,608 | | | | 631,952 | | | | 1.47 | % | | | 4,985 | | | | 535,515 | | | | 1.88 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total interest bearing liab cost | | $ | 32,187 | | | $ | 6,929,520 | | | | 0.94 | % | | $ | 47,668 | | | $ | 6,548,275 | | | | 1.47 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net interest-free funding sources | | | | | | | 1,581,847 | | | | | | | | | | | | 860,588 | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Total Cost of Funds | | $ | 32,187 | | | $ | 8,511,367 | | | | 0.76 | % | | $ | 47,668 | | | $ | 7,408,863 | | | | 1.30 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Interest Spread (TE) | | $ | 171,553 | | | | | | | | 3.88 | % | | $ | 140,516 | | | | | | | | 3.64 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Net Interest Margin (TE) | | $ | 171,553 | | | $ | 8,511,367 | | | | 4.05 | % | | $ | 140,516 | | | $ | 7,408,863 | | | | 3.81 | % |
