BancorpSouth, Inc. Announces Financial Results for the Second Quarter of 2004
PRNewswire-FirstCall
TUPELO, Miss.

BancorpSouth, Inc. today announced that net income for the second quarter of 2004 was $31.3 million, or $0.41 per basic share and $0.40 per diluted share, compared with net income of $29.2 million, or $0.38 per basic share and $0.37 per diluted share, for the second quarter of 2003.

For the first six months of 2004, net income was $58.4 million, or $0.76 and $0.75 per basic and diluted share, respectively. Net income for the first six months of 2003 was $68.4 million, or $0.88 per basic and diluted share.

Aubrey Patterson, Chairman and Chief Executive Officer of BancorpSouth, commented, "We are pleased to report improved earnings for the latest quarter, compared with both the comparable second quarter of 2003 and the immediately preceding first quarter of 2004. We again attribute our growth for the quarter to a significant increase in noninterest revenue, including a 59.2 percent gain in insurance commissions as a result of our two acquisitions last year and substantial growth in the value of our mortgage servicing asset as a result of increasing mortgage interest rates. We were also pleased to see growing loan activity across our markets, which produced the first comparable- quarter increase in total loans in over a year. We believe that this is an early indicator of improvement in the economy of the region. In addition, while unusually low interest rates have continued to compress our net interest margin, we achieved a sequential-quarter increase in interest revenue for the first time since the fourth quarter of 2000.

"We are encouraged by these improvements during the second quarter, although we do not underestimate the ongoing challenges posed by the continued low interest rate environment. However, BancorpSouth's credit quality and liquidity remain strong, we have significant loan and deposit growth opportunities in a number of attractive markets throughout our six-state franchise, our investment portfolio is positioned for a rising interest rate environment and we are continuing to grow our noninterest revenue. We are, therefore, optimistic about BancorpSouth's growth prospects and the correctness of our long-term strategic direction."

Net Interest Revenue

Interest revenue was $123.7 million for the second quarter of 2004, a decrease of 7.1 percent from $133.2 for the second quarter of 2003 but an increase of 0.4 percent from $123.2 million for the first quarter of 2004. Interest expense was $40.0 million for the second quarter of 2004, a decrease of 13.3 percent from $46.1 million for the second quarter of 2003 and an increase of 0.7 percent from $39.7 million for the first quarter of 2004.

The average taxable equivalent yield on earning assets was 5.15 percent for the second quarter of 2004, a decline from 5.68 percent for the second quarter of 2003 and 5.22 percent for the first quarter of 2004. The average rate paid on interest bearing liabilities for the second quarter of 2004 was 1.93 percent, down from 2.26 percent for the second quarter of 2003 and 1.94 percent for the first quarter of 2004.

Net interest revenue for the second quarter of 2004 was $83.7 million, a decrease of 3.9 percent from $87.1 million for the second quarter of 2003 but an increase of 0.2 percent from $83.5 million for the first quarter of 2004. Net interest margin declined to 3.52 percent for the second quarter of 2004 from 3.75 percent for the second quarter of 2003 and 3.57 percent for the first quarter of 2004.

"Although the comparable-quarter percentage decline in our second quarter net interest revenue was the lowest in over a year, the further compression of our net interest margin for the quarter indicates the continued difficulty in managing our assets and liabilities to limit our exposure to changing interest rates," said Patterson. "As we experienced in the first quarter, the low absolute level of interest rates affected our ability in the second quarter to match the decline in average taxable equivalent yield on earning assets with lower rates paid on interest-bearing liabilities. We expect the discipline with which we have maintained a conservative stance in the average maturity of our investment assets to enhance our ability to manage in a rising interest rate environment, partially mitigating our liability-sensitivity to interest rate increases."

Deposit and Loan Activity

Total assets of $10.7 billion at June 30, 2004, increased 0.9 percent from $10.6 billion at June 30, 2003. Total deposits of $8.8 billion at June 30, 2004, increased 0.9 percent from $8.7 billion at June 30, 2003. Loans, net of unearned discount, totaled $6.42 billion at June 30, 2004, an increase of 1.9 percent from $6.30 billion at June 30, 2003.

Patterson remarked, "Increasing economic momentum in our markets produced an increase in net loans at the end of the second quarter and a number of new commercial loan relationships. We achieved this growth despite the continued reduction of our exposure to indirect automobile sales financing and certain higher risk consumer loans, which fell, in total, to $26.9 million at June 30, 2004, from $81.4 million at June 30, 2003. The comparable-quarter growth in our total deposits represents the third consecutive quarter in which total deposits have increased entirely because of growth in low-cost demand deposits while total savings and time deposits declined as a result of our overt pricing actions to reduce our interest rate exposure. We continue to believe that the steady growth in demand deposits reflects increased household market share, which will enhance both our lending and noninterest revenue opportunities in a strengthening economy."

Provision for Credit Losses and Allowance for Credit Losses

The provision for credit losses for the second quarter of 2004 was $4.8 million, down 25.3 percent from $6.5 million for the second quarter of 2003 and up 20.4 percent from $4.0 million for the first quarter of 2004. Annualized net charge-offs were 0.36 percent of average loans for the second quarter of 2004 compared with 0.31 percent for both the second quarter of 2003 and the first quarter of 2004.

Non-performing loans at June 30, 2004, were $37.1 million, or 0.58 percent of loans, down 17.8 percent from $45.2 million, or 0.72 percent of loans, at June 30, 2003, and down 6.6 percent from $39.8 million, or 0.64 percent of loans, at March 31, 2004. The allowance for credit losses was 1.41 percent of loans at June 30, 2004, compared with 1.45 percent of loans at June 30, 2003, and 1.46 percent of loans at March 31, 2004.

Patterson added, "For the second consecutive quarter, we significantly reduced the provision for credit losses on a comparable-quarter basis because of improvement in our credit quality, again demonstrating the strength of our lending and credit practices. We increased the provision for credit losses on a sequential-quarter basis, primarily because of increased loan activity during the second quarter. Consistent with our core operating philosophies, we remain fully committed to maintaining an adequate allowance for credit losses calculated in a manner consistent with prior periods. Reserve coverage of non-performing loans was 2.44 at June 30, 2004 versus 2.02 at June 30, 2003."

Noninterest Revenue

Noninterest revenue was $51.4 million for the second quarter of 2004, a 28.9 percent increase from $39.9 million for the second quarter of 2003 and an 11.7 percent increase from $46.0 million for the first quarter of 2004. Among other factors, the increase in noninterest revenue reflected a 59.2 percent increase in insurance commissions to $13.2 million for the second quarter of 2004 from $8.3 million for the second quarter of 2003. This growth is primarily the result of the acquisition of Wright & Percy Insurance, Baton Rouge, Louisiana, in the second quarter of 2003 and the acquisition of Ramsey, Krug, Farrell & Lensing Insurance, Little Rock, Arkansas, in the third quarter of 2003.

This growth also offset the impact of the anticipated decline in mortgage originations to $172.3 million for the second quarter of 2004 from $392.8 million for the second quarter of 2003. Total mortgage lending revenue for the second quarter of 2004 was $11.4 million, which included a $9.4 million reversal of previously recorded impairment charges against the Company's mortgage servicing asset. Total mortgage lending revenue for the second quarter of 2003 was $1.6 million, which included a $4.7 million non-cash charge for impairment of the Company's mortgage servicing asset.

"We remain pleased with the performance of our noninterest revenue products and services and the diversification of our revenue streams that they provide. We expect a strengthening economy to enhance our opportunities to expand noninterest revenue, as we continue to roll out products and services across our existing markets and as we evaluate additional opportunities to expand our products and services and our markets through internal growth and acquisitions. We also expect mortgage originations will continue below the record levels of last year because of increased mortgage interest rates."

Noninterest Expense

Noninterest expense was $84.0 million for the second quarter of 2004, a 7.3 percent increase from $78.3 million for the second quarter of 2003 and a 2.3 percent decline from $86.0 million for the first quarter of 2004. The increase for the second quarter of 2004 compared with the second quarter of the prior year primarily reflected salaries, employee benefits and other expenses related to the two insurance agencies acquired in the second and third quarters of 2003.

Capital Management

BancorpSouth repurchased 598,300 shares of its common stock during the second quarter of 2004 under a stock repurchase plan authorized in April 2003 for the repurchase of up to 3.9 million shares. A total of 1,630,708 shares had been purchased under this plan at the end of the second quarter of 2004. Combined with the 8.3 million shares repurchased under earlier plans, BancorpSouth had repurchased approximately 9.9 million shares of its common stock as of June 30, 2004, or 11.8 percent of its outstanding shares at March 5, 2001, when the first of these plans was authorized. BancorpSouth will continue to evaluate additional share repurchases under the April 2003 plan, which authorizes these repurchases during a two-year period.

Summary

Patterson concluded, "Our second-quarter results reflect the impact of an unprecedented constriction in our net interest margin due to the multi-year decline in interest rates. While we are confident of our ability to expand our net interest margin over time as the interest rate cycle progresses -- and thereby produce results more in line with our historical trends -- we expect our net interest margin will continue to pose a challenge for the immediate future.

"Our second quarter results also provided evidence of an improving business environment, including increased loan activity and deposit growth, a sequential-quarter increase in net interest revenue, improved non-performing loans and the further significant growth of our noninterest revenue. We remain uniquely positioned in our six-state franchise as a customer service- driven organization offering a comprehensive array of financial products and services. We are fully committed to building on these strengths and on our foundation of strong credit quality and conservative operating philosophies."

Conference Call

BancorpSouth will conduct a conference call with analysts at 1:30 p.m. (Central Time) on July 20, 2004. Investors may listen via the Internet by accessing BancorpSouth's website at http://www.bancorpsouth.com/ . A replay of the conference call will be available at BancorpSouth's website for at least two weeks following the call.

Forward-Looking Statements

Certain statements contained in this news release 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 their reference to a future period or periods or by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "may," "might," "will," "would," "could" or "intend." These forward-looking statements include, without limitation, those relating to interest rates, liquidity, loan and deposit growth opportunities, our investment portfolio, demand deposits, allowance for credit losses, net interest margin, market share, credit quality, mortgage originations, noninterest revenue, expansion of products and services, expansion of markets through internal growth and acquisitions, common stock repurchase plan, operating philosophies, long-term growth prospects and BancorpSouth's future growth and profitability.

We caution you not to place undue reliance on the forward-looking statements contained in this news release in that actual results could differ materially from those indicated in such forward-looking statements due to a variety of factors. These factors include, but are not limited to, changes in economic conditions and government fiscal and monetary policies, fluctuations in prevailing interest rates, the ability of BancorpSouth to maintain credit quality, the ability of BancorpSouth to effectively integrate acquisitions, changes in laws and regulations affecting financial institutions in general, possible adverse rulings, judgments, settlements and other outcomes of pending litigation, the ability of BancorpSouth to compete with other financial services companies, the ability of BancorpSouth to provide and market competitive services and products, changes in BancorpSouth's operating or expansion strategy, geographic concentration of BancorpSouth's assets, availability of and costs associated with obtaining adequate and timely sources of liquidity, the ability of BancorpSouth to manage its growth and effectively serve an expanding customer and market base, the ability of BancorpSouth to attract, train and retain qualified personnel, the ability of BancorpSouth to repurchase its common stock on favorable terms, the ability of BancorpSouth to identify potential acquisitions, changes in consumer preferences, other factors generally understood to affect the financial results of financial services companies, and other factors described from time to time in BancorpSouth's filings with the Securities and Exchange Commission. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

BancorpSouth, Inc. is a financial holding company headquartered in Tupelo, Mississippi with approximately $10.7 billion in assets. BancorpSouth operates approximately 250 commercial banking, insurance, trust and broker/dealer locations in Alabama, Arkansas, Louisiana, Mississippi, Tennessee and Texas.

  BancorpSouth, Inc.
  Selected Financial Data
                              Three Months Ended         Six Months Ended
                                    June 30,                  June 30,
                               2004         2003         2004         2003
  (Dollars in thousands,
   except per share amounts)
  Earnings Summary:
  Net interest revenue       $83,684      $87,069     $167,166     $177,213
  Provision for credit
   losses                      4,835        6,472        8,851       12,994
  Noninterest revenue         51,416       39,882       97,456       92,192
  Noninterest expense         84,031       78,300      170,036      155,216
  Income before income taxes  46,234       42,179       85,735      101,195
  Income tax provision        14,961       12,938       27,297       32,806
  Net income                 $31,273      $29,241      $58,438      $68,389
  Earning per share: Basic     $0.41        $0.38        $0.76        $0.88
                     Diluted   $0.40        $0.37        $0.75        $0.88


  Balance sheet data at June 30:
  Total assets                                     $10,670,323  $10,576,453
  Total earning assets                               9,797,631    9,763,679
  Loans and lease
   receivables, net of
   unearned discount                                 6,422,864    6,301,110
  Allowance for credit losses                           90,537       91,210
  Total deposits                                     8,789,246    8,714,072
  Common shareholders' equity                          852,910      857,868
  Book value per share                                   11.10        11.00


  Average balance sheet data:
  Total assets           $10,614,248  $10,287,130  $10,533,989  $10,239,601
  Total earning assets     9,831,843    9,592,723    9,753,243    9,543,975
  Loans and lease
   receivables, net of
   unearned discount       6,333,868    6,289,079    6,280,566    6,318,286
  Total deposits           8,801,737    8,628,134    8,794,229    8,594,256
  Common shareholders'
   equity                    886,197      832,443      877,096      824,221


  Non-performing assets at June 30:
  Non-accrual loans                                    $13,611      $18,230
  Loans 90+ days past due                               19,462       26,954
  Restructured loans                                     4,072           14
  Other real estate owned                               20,440       15,065

  Net charge-offs as a
   percentage of average
   loans (annualized)          0.36%        0.31%        0.33%        0.31%

  Performance ratios
   (annualized)
  Return on average assets     1.18%        1.14%        1.12%        1.35%
  Return on common equity     14.19%       14.09%       13.40%       16.73%

  Net interest margin          3.52%        3.75%        3.54%        3.86%

  Average shares
   outstanding - diluted  77,444,302   78,013,329   77,783,687   77,935,346


                              BancorpSouth, Inc.
                     Consolidated Statement of Condition

                                                   June 30,            %
                                              2004         2003      Change
                                               (In thousands)
  Assets
  Cash and due from banks                   $333,697     $393,390   (15.17%)
  Interest bearing deposits with other
   banks                                      18,024        5,059   256.28%
  Held-to-maturity securities, at
   amortized cost                          1,510,209    1,552,070    (2.70%)
  Available-for-sale securities, at fair
   market value                            1,793,134    1,723,766     4.02%
  Federal funds sold and securities
   purchased under agreement to resell        10,488       94,999
  Loans                                    6,452,602    6,339,538     1.78%
    Less:  Unearned discount                 (29,738)     (38,428)  (22.61%)
           Allowance for credit losses       (90,537)     (91,210)   (0.74%)
  Net loans                                6,332,327    6,209,900     1.97%
  Loans held for sale                         42,913       86,676   (50.49%)
  Premises and equipment, net                218,456      209,746     4.15%
  Accrued interest receivable                 68,690       76,015    (9.64%)
  Goodwill                                    61,445       42,535    44.46%
  Other assets                               280,940      182,297    54.11%
      Total Assets                       $10,670,323  $10,576,453     0.89%
  Liabilities
  Deposits:
    Demand:  Noninterest bearing          $1,311,477   $1,287,846     1.83%
             Interest bearing              2,607,141    2,463,010     5.85%
    Savings                                  786,235      797,880    (1.46%)
    Other time                             4,084,393    4,165,336    (1.94%)
  Total deposits                           8,789,246    8,714,072     0.86%
  Federal funds purchased and
   securities sold under agreement
   to repurchase                             458,116      576,727   (20.57%)
  Short term borrowings                      185,000       50,000   270.00%
  Accrued interest payable                    17,590       21,101   (16.64%)
  Junior Subordinated Debt Securities        128,866      125,000     3.09%
  Long-term debt                             137,838      139,137    (0.93%)
  Other liabilities                          100,757       92,548     8.87%
  Total Liabilities                        9,817,413    9,718,585     1.02%
  Shareholders' Equity
  Common stock                               192,086      195,017    (1.50%)
  Capital surplus                             44,445       31,031    43.23%
  Other comprehensive income                  (8,276)      39,368  (121.02%)
  Retained earnings                          624,655      592,452     5.44%
  Total Shareholders' Equity                 852,910      857,868    (0.58%)
  Total Liabilities & Shareholders'
   Equity                                $10,670,323  $10,576,453     0.89%


                             BancorpSouth, Inc.
                      Consolidated Statements of Income
                (Dollars in thousands, except per share data)
                                 (Unaudited)

                                             Quarter Ended
                               Jun 2004    Mar 2004    Dec 2003   Sept 2003
  INTEREST REVENUE:
  Loans                         $91,358     $92,250     $94,822     $98,292
  Deposits with other banks         288         128          96          67
  Federal funds sold and
   securities purchased
   under agreement to resell        115         697         772       1,295
  Held-to-maturity securities:
      Taxable                    12,791      10,112       9,831      10,258
      Tax-exempt                  1,694       1,796       1,860       1,941
  Available-for-sale
   securities:
      Taxable                    15,309      15,688      16,108      15,160
      Tax-exempt                  1,650       1,759       1,878       1,903
  Loans held for sale               478         756         856         896
          Total interest
           revenue              123,683     123,186     126,223     129,812

  INTEREST EXPENSE:
  Deposits                       33,915      33,918      33,929      35,260
  Federal funds purchased
   and securities sold
   under agreement to
   repurchase                     1,101       1,063       1,551       2,018
  Other                           4,983       4,723       4,658       4,726
          Total interest
           expense               39,999      39,704      40,138      42,004

          Net interest
           revenue               83,684      83,482      86,085      87,808
    Provision for credit
     losses                       4,835       4,015       7,472       4,664
          Net interest
           revenue, after
           provision for
           credit losses         78,849      79,467      78,613      83,144

  NONINTEREST REVENUE:
  Mortgage lending               11,365      (1,141)      6,441      10,323
  Service charges                16,057      14,318      15,882      16,131
  Life insurance premiums           478         562         657         760
  Trust income                    1,842       1,686       2,138       1,905
  Security gains, net                59         618          40          60
  Insurance commissions          13,232      14,458      13,101      11,946
  Other                           8,383      15,539       9,815       8,695
          Total noninterest
           revenue               51,416      46,040      48,074      49,820

  NONINTEREST EXPENSE:
  Salaries and employee
   benefits                      48,628      50,036      47,633      46,449
  Occupancy, net of rental
   income                         6,084       5,956       5,853       5,932
  Equipment                       5,636       5,460       5,569       6,063
  Telecommunications              1,825       1,838       1,874       1,915
  Other                          21,858      22,716      23,898      22,192
          Total noninterest
           expenses              84,031      86,006      84,827      82,551
          Income before
           income taxes          46,234      39,501      41,860      50,413
  Income tax expense             14,961      12,336      12,990      16,539
          Net income            $31,273     $27,165     $28,870     $33,874

  Net income per share: Basic     $0.41       $0.35       $0.37       $0.43
                        Diluted   $0.40       $0.35       $0.37       $0.43


                             BancorpSouth, Inc.
                      Consolidated Statements of Income
                (Dollars in thousands, except per share data)
                                 (Unaudited)

                                       Quarter Ended       Year To Date
                                          Jun 2003    Jun 2004     Jun 2003
  INTEREST REVENUE:
  Loans                                   $102,369    $183,608     $206,915
  Deposits with other banks                    100         416          184
  Federal funds sold and securities
   purchased under agreement to resell       2,215         811        4,522
  Held-to-maturity securities:
      Taxable                               12,628      22,903       26,230
      Tax-exempt                             2,079       3,490        4,295
  Available-for-sale securities:
      Taxable                               11,031      30,997       23,159
      Tax-exempt                             1,995       3,409        4,089
  Loans held for sale                          777       1,234        1,482
          Total interest revenue           133,194     246,868      270,876

  INTEREST EXPENSE:
  Deposits                                  39,289      67,832       79,833
  Federal funds purchased and
   securities sold under agreement
   to repurchase                             2,191       2,163        4,546
  Other                                      4,645       9,707        9,284
          Total interest expense            46,125      79,702       93,663

          Net interest revenue              87,069     167,166      177,213
    Provision for credit losses              6,472       8,851       12,994
          Net interest revenue, after
           provision for credit losses      80,597     158,315      164,219

  NONINTEREST REVENUE:
  Mortgage lending                           1,634      10,224        6,488
  Service charges                           16,232      30,375       29,886
  Life insurance premiums                      876       1,040        1,838
  Trust income                               1,684       3,528        3,170
  Security gains, net                          180         677       13,737
  Insurance commissions                      8,314      27,690       14,702
  Other                                     10,962      23,922       22,371
          Total noninterest revenue         39,882      97,456       92,192

  NONINTEREST EXPENSE:
  Salaries and employee benefits            44,974      98,663       87,728
  Occupancy, net of rental income            5,609      12,040       11,188
  Equipment                                  5,776      11,096       11,779
  Telecommunications                         1,828       3,663        3,688
  Other                                     20,113      44,574       40,833
          Total noninterest expenses        78,300     170,036      155,216
          Income before income taxes        42,179      85,735      101,195
  Income tax expense                        12,938      27,297       32,806
          Net income                       $29,241     $58,438      $68,389

  Net income per share: Basic                $0.38       $0.76        $0.88
                        Diluted              $0.37       $0.75        $0.88


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                  (Unaudited)

                                                     Quarter Ended
                                                     June 30, 2004
                                            Average                 Yield/
     (Taxable equivalent basis)             Balance      Interest    Rate
     ASSETS
     Loans net of unearned income          $6,374,578    $92,361     5.83%
     Held-to-maturity securities:
       Taxable                              1,343,048     12,791     3.83%
       Tax-exempt                             148,345      2,606     7.06%
     Available-for-sale securities:
       Taxable                              1,718,434     15,307     3.58%
       Tax-exempt                             152,756      2,538     6.68%
     Short-term investments                    94,682        402     1.71%
       Total interest earning
        assets and revenue                  9,831,843    126,005     5.15%
     Other assets                             874,186
     Less:  allowance for credit losses       (91,781)
         Total                            $10,614,248

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,669,270     $5,765     0.87%
       Savings                                790,000      1,353     0.69%
       Other time                           4,059,635     26,798     2.65%
     Short-term borrowings                    531,398      1,400     1.06%
     Junior subordinated debt                 128,866      2,625     8.19%
     Long-term debt                           137,952      2,058     6.00%
       Total interest bearing
        liabilities and expense             8,317,122     39,999     1.93%
     Demand deposits -
      noninterest bearing                   1,282,832
     Other liabilities                        128,097
       Total liabilities                    9,728,051
     Shareholders' equity                     886,197
       Total                              $10,614,248
     Net interest revenue                                $86,006
     Net interest margin                                             3.52%
     Net interest rate spread                                        3.22%
     Interest bearing liabilities to
      interest earning assets                                       84.59%

     Net interest tax equivalent
      adjustment                                          $2,322


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                   (Unaudited)

                                                      Quarter Ended
                                                      June 30, 2003
                                            Average                  Yield/
     (Taxable equivalent basis)             Balance      Interest     Rate
     ASSETS
     Loans net of unearned income          $6,355,052    $103,521     6.53%
     Held-to-maturity securities:
       Taxable                              1,437,348      12,628     3.52%
       Tax-exempt                             166,218       3,198     7.72%
     Available-for-sale securities:
       Taxable                              1,028,778      11,031     4.30%
       Tax-exempt                             194,543       3,069     6.33%
     Short-term investments                   410,784       2,315     2.26%
       Total interest earning
        assets and revenue                  9,592,723     135,762     5.68%
     Other assets                             785,412
     Less:  allowance for credit losses       (91,005)
         Total                            $10,287,130

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,473,411      $6,664     1.08%
       Savings                                802,359       2,079     1.04%
       Other time                           4,181,442      30,546     2.93%
     Short-term borrowings                    448,519       2,211     1.98%
     Junior subordinated debt                 125,000       2,547     8.15%
     Long-term debt                           139,243       2,079     5.99%
       Total interest bearing
        liabilities and expense             8,169,974      46,126     2.26%
     Demand deposits -
      noninterest bearing                   1,170,922
     Other liabilities                        113,791
       Total liabilities                    9,454,687
     Shareholders' equity                     832,443
       Total                              $10,287,130
     Net interest revenue                                 $89,636
     Net interest margin                                              3.75%
     Net interest rate spread                                         3.41%
     Interest bearing liabilities to
      interest earning assets                                        85.17%

     Net interest tax equivalent
      adjustment                                           $2,567


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                   (Unaudited)

                                                      Year To Date
                                                      June 30, 2004
                                            Average                  Yield/
     (Taxable equivalent basis)             Balance      Interest     Rate
     ASSETS
     Loans net of unearned income          $6,344,678    $185,883     5.89%
     Held-to-maturity securities:
       Taxable                              1,170,951      22,903     3.93%
       Tax-exempt                             148,805       5,368     7.25%
     Available-for-sale securities:
       Taxable                              1,730,460      30,994     3.60%
       Tax-exempt                             158,982       5,244     6.63%
     Short-term investments                   199,367       1,227     1.24%
       Total interest earning
        assets and revenue                  9,753,243     251,619     5.19%
     Other assets                             872,802
     Less:  allowance for credit losses       (92,056)
         Total                            $10,533,989

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,685,161     $11,459     0.86%
       Savings                                787,081       2,715     0.69%
       Other time                           4,062,137      53,659     2.66%
     Short-term borrowings                    471,545       2,497     1.06%
     Junior subordinated debt                 128,866       5,251     8.19%
     Long-term debt                           138,117       4,122     6.00%
       Total interest bearing
        liabilities and expense             8,272,907      79,702     1.94%
     Demand deposits -
      noninterest bearing                   1,259,850
     Other liabilities                        124,136
       Total liabilities                    9,656,893
     Shareholders' equity                     876,096
       Total                              $10,533,989
     Net interest revenue                                $171,917
     Net interest margin                                              3.54%
     Net interest rate spread                                         3.25%
     Interest bearing liabilities to
      interest earning assets                                        84.82%

     Net interest tax equivalent
      adjustment                                           $4,751


                               BancorpSouth, Inc.
                 Average Balances, Interest Income and Expense,
                           and Average Yields and Rates
                             (Dollars in thousands)
                                   (Unaudited)

                                                      Year To Date
                                                      June 30, 2003
                                            Average                  Yield/
     (Taxable equivalent basis)             Balance      Interest     Rate
     ASSETS
     Loans net of unearned income          $6,376,722    $209,181     6.62%
     Held-to-maturity securities:
       Taxable                              1,356,177      26,230     3.90%
       Tax-exempt                             172,573       6,607     7.72%
     Available-for-sale securities:
       Taxable                              1,042,471      23,158     4.48%
       Tax-exempt                             198,125       6,291     6.40%
     Short-term investments                   397,907       4,705     2.38%
       Total interest earning
        assets and revenue                  9,543,975     276,172     5.84%
     Other assets                             785,494
     Less:  allowance for credit losses       (89,868)
         Total                            $10,239,601

     LIABILITIES AND
     SHAREHOLDERS' EQUITY
     Deposits:
       Demand - interest bearing           $2,486,782     $13,798     1.12%
       Savings                                811,544       4,238     1.05%
       Other time                           4,157,274      61,798     3.00%
     Short-term borrowings                    447,172       4,575     2.06%
     Junior subordinated debt                 125,000       5,094     8.15%
     Long-term debt                           139,400       4,161     6.02%
       Total interest bearing
        liabilities and expense             8,167,172      93,664     2.31%
     Demand deposits -
      noninterest bearing                   1,138,656
     Other liabilities                        109,553
       Total liabilities                    9,415,381
     Shareholders' equity                     824,221
       Total                              $10,239,601
     Net interest revenue                                $182,508
     Net interest margin                                              3.86%
     Net interest rate spread                                         3.52%
     Interest bearing liabilities to
      interest earning assets                                        85.57%

     Net interest tax equivalent
      adjustment                                           $5,295

SOURCE: BancorpSouth, Inc.

CONTACT: L. Nash Allen, Jr., Treasurer and Chief Financial Officer,
+1-662-680-2330, or Gary C. Bonds, Senior Vice President and Controller,
+1-662-680-2332, both of BancorpSouth, Inc.