þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
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Supplemental Schedules: |
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EX-23.1 |
2009 | 2008 | |||||||
Investments, at fair value: |
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Common stock of BancorpSouth, Inc. |
$ | 140,607,038 | $ | 137,380,614 | ||||
Mutual funds |
79,076,661 | 53,721,117 | ||||||
Common/collective trust fund |
43,235,625 | 33,875,878 | ||||||
262,919,324 | 224,977,609 | |||||||
Contributions receivable: |
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Employer salary deferral match |
305,637 | 282,167 | ||||||
Employer profit-sharing |
1,209,289 | 973,098 | ||||||
Employee salary deferral |
72 | 57 | ||||||
Participant loans, at amortized cost |
472,257 | 468,449 | ||||||
Accrued interest and dividends receivable |
1,506,215 | 1,293,662 | ||||||
Cash |
6,451 | 304,428 | ||||||
Net assets reflecting all investments, at fair value |
266,419,245 | 228,299,470 | ||||||
Adjustment from fair value to contract value for interest in
common/collective trust fund relating to fully benefit-responsive
investment contracts |
(1,147,154 | ) | (136,012 | ) | ||||
Net assets available for plan benefits |
$ | 265,272,091 | $ | 228,163,458 | ||||
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2009 | 2008 | |||||||
Investment income (loss): |
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Net appreciation (depreciation) in investments |
$ | 15,048,130 | $ | (20,530,068 | ) | |||
Interest and dividends |
8,134,838 | 7,983,137 | ||||||
23,182,968 | (12,546,931 | ) | ||||||
Interest income from participant loans |
30,304 | 35,416 | ||||||
Total investment income (loss) |
23,213,272 | (12,511,515 | ) | |||||
Contributions: |
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Employer salary deferral match |
8,393,938 | 8,111,449 | ||||||
Employer profit-sharing |
1,209,289 | 973,098 | ||||||
Employee salary deferral |
13,231,001 | 14,984,016 | ||||||
Total contributions |
22,834,228 | 24,068,563 | ||||||
Benefits paid to participants |
(8,938,867 | ) | (13,182,828 | ) | ||||
Net increase (decrease) |
37,108,633 | (1,625,780 | ) | |||||
Net assets available for plan benefits: |
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Beginning of year |
228,163,458 | 229,789,238 | ||||||
End of year |
$ | 265,272,091 | $ | 228,163,458 | ||||
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(1) | Description of Plan | |
The following description of the BancorpSouth, Inc. 401(k) Profit-Sharing Plan, formerly known as BancorpSouth, Inc. Amended and Restated Salary Deferral Profit Sharing Employee Stock Ownership Plan (the Plan), provides only general information. Participants should refer to the Plan document for a complete description of the Plans provisions. |
(a) | General | ||
The Plan was adopted by BancorpSouth, Inc. (the Company) effective January 1, 1984. It is a defined contribution retirement plan with two componentsan employee stock ownership component and a profit sharing component with a 401(k) feature. Employees who have completed one year of service and attained the age of 18 are eligible to participate in the Plan with regards to elective deferrals and employer matching contributions. Employees who completed their first hour of service on or after January 1, 2006 and have attained the age of 21 are eligible to participate in the employer profit-sharing contributions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). | |||
(b) | Contributions | ||
Plan participants contribute to the Plan by electing to defer between 1% and 25% of their pretax annual compensation, in whole percentages, up to the maximum amount allowed by the Internal Revenue Code ($16,500 and $15,500 in 2009 and 2008, respectively). The Company matches 100% of amounts contributed by the participants to the Plan up to 5% of their annual compensation. Beginning in 2006, the Company began making a profit-sharing contribution equaling 2% of each eligible employees compensation. Only employees who are not eligible to participate in the Companys defined benefit retirement plan are eligible for this profit-sharing contribution. For all purposes, compensation is all amounts paid to employees for services, but excluding extraordinary items such as moving expenses and bonuses. | |||
Prior to January 1, 2007, the matching Company contribution was invested in common stock of the Company (nonparticipant-directed), while participant and profit-sharing contributions could be invested in common stock of the Company or in any of the other investment options available under the Plan. The Plan provided that after age 55 and ten years of service, a participant could, with some limitations, redirect the nonparticipant-directed investments in Company common stock to any of the other investment options. Effective January 1, 2007, all participants may redirect the investment of funds invested in Company common stock and the prospective matching Company contribution into any of the other investment options. | |||
(c) | Investment Programs | ||
The investment programs of the Plan as of December 31, 2009 were as follows: Federated Capital Preservation Fund; American Funds Europacific Growth Fund R4; American Funds Income Fund of America R4; DWS Dreman Small Cap Value Fund A; Eagle Mid Cap Stock Fund; Federated Kaufmann Fund Class A; Federated Total Return Bond Fund IS; Fidelity Advisor Short Fixed Income A; Goldman Sachs Structured US Equity A; Mutual Global Discovery Fund A; Nationwide Investor Destination Moderate Conservative A; Neuberger Berman Genesis Fund A; Oppenheimer Global Fund A; Royce Value Plus Service; T. Rowe Price Growth Stock Fund Adv.; T. Rowe Price Retirement Income Fund Adv.; T. Rowe Price Retirement 2010 Adv.; T. Rowe |
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Price Retirement 2020 Adv.; T. Rowe Price Retirement 2030 Adv.; T. Rowe Price Retirement 2040 Adv.; T. Rowe Price Retirement 2050 Adv.; Vanguard Mid Cap Index Fund Signal; Vanguard Selected Value Fund Inv; and Van Kampen Growth & Income Fund A. The investment options also include common stock of the Company. | |||
(d) | Administration | ||
The Plan is administered by a committee appointed by the board of directors of the Company (the plan administrator). The plan administrator is responsible for general administration of the Plan and interpretation and execution of the Plans provisions. BancorpSouth Bank is the Plan trustee. | |||
(e) | Participants Accounts | ||
Separate accounts are maintained for each participant. All amounts contributed by the participant, together with earnings or losses thereon, are maintained in an employee deferral account. Matching amounts contributed by the Company are maintained in a separate employer contribution account, together with earnings or losses thereon. Profit-sharing contributions contributed by the Company are maintained in a profit-sharing account together with earnings or losses thereon. | |||
(f) | Participant Loans | ||
Participants may borrow from their employee deferral and employer contribution accounts a minimum of $1,000 up to a maximum of $50,000 or 50% of their account balance, whichever is less. The loans are secured by the balance in the participants account and bear interest at commercially reasonable rates as determined under the Plan. At December 31, 2009, interest rates on outstanding participant loans ranged from 4.25% to 9.25%. | |||
(g) | Vesting | ||
Both the employee deferral and employer contribution accounts are 100% vested and nonforfeitable at all times. The profit-sharing account is vested after three years of service. | |||
(h) | Payment of Benefits | ||
Upon termination of service, death or permanent disability, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or proportionate monthly installments over a period not to exceed 15 years. For non-spouse beneficiaries, the monthly benefits cannot be paid over a period longer than a participants life expectancy or for more than five years following his or her death. For distributions from a participants holdings of Company common stock, the participant may elect to receive common stock of the Company or cash equal to the fair value of the common stock that otherwise would have been distributed. In addition, a participant may elect to receive a distribution of cash dividends that are paid on the Company common stock allocated to the participants account in the Plan. | |||
(i) | Plan Termination | ||
Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. |
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(j) | Expenses | ||
Administrative expenses of the Plan are paid directly or reimbursed to the Plan by the Company, which is the Plan sponsor. | |||
(k) | Forfeited Accounts | ||
At December 31, 2009, forfeited non-vested accounts totaled $66,659. These accounts will be used to reduce future employer contributions. |
(2) | Summary of Significant Accounting Policies |
(a) | Basis of Presentation | ||
The financial statements of the Plan are prepared under the accrual method of accounting with the exception of benefit payments, which are recorded when paid. | |||
Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 946-210, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans, requires the Statement of Net Assets Available for Plan Benefits present the fair value of the Plans investments as well as the adjustment from fair value to contract value for any directly-held or indirectly-held fully benefit-responsive investment contracts. The Statements of Changes in Net Assets Available for Plan Benefits are prepared on a contract value basis for the fully benefit-responsive investment contracts. | |||
(b) | Investments | ||
Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. | |||
Quoted market prices are used to value the investments in mutual funds and Company common stock. | |||
The interest in the common/collective trust fund is presented at fair value on the Statements of Net Assets Available for Plan Benefits, which is based upon their reported net asset value. The fair value of the guaranteed investment contracts is determined by discounting the expected cash flows based on current market interest rates of similar instruments with comparable durations. The fair value of the synthetic guaranteed investment contracts is determined by the fair value of the underlying assets. The interest in the common/collective trust fund is also stated at contract value because its underlying investments consist of guaranteed investment contracts that are fully benefit-responsive, which is equal to the value of deposits plus interest accrued at the contract rate, less withdrawals. As provided in relevant accounting pronouncements, an investment contract is generally valued at contract value, rather than fair value, to the extent it is fully benefit-responsive. | |||
(c) | Participant Loans | ||
Participant loans are recorded at amortized cost, which is equal to the unpaid principal balance and any accrued interest. |
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(d) | Payment of Benefits | ||
Benefits are recorded when paid. | |||
(e) | Income Taxes | ||
The Plan is exempt from federal income taxes in accordance with the provisions of the Internal Revenue Code of 1986, as amended (IRC), pursuant to a favorable determination letter, dated February 20, 2008, from the Internal Revenue Service. The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Accordingly, no provision has been made for federal income taxes in the accompanying financial statements. Amounts contributed by the Company are not taxed to the participant until a distribution from the Plan is received. | |||
(f) | Use of Estimates | ||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the period. Actual results could differ from those estimates. |
(3) | Investments | |
The following investments represent 5% or more of the Plans net assets available for plan benefits: |
December 31 | ||||||||
2009 | 2008 | |||||||
Common stock of BancorpSouth, Inc. |
$ | 140,607,038 | $ | 137,380,614 | ||||
Federated Capital Preservation Fund, at contract value |
42,088,471 | 33,739,866 | ||||||
Federated Total Return Bond Fund IS |
17,321,803 | 12,489,127 |
The Plans investments, including investments bought, sold and held during the year appreciated (depreciated) in value during the years ended December 31, 2009 and 2008, respectively, as follows: |
2009 | 2008 | |||||||
Net appreciation (depreciation) in investments: |
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Mutual funds and common/collective trust fund |
$ | 13,448,810 | $ | (22,296,589 | ) | |||
Common stock of BancorpSouth, Inc. |
1,599,320 | 1,766,521 | ||||||
Net appreciation (depreciation) in investments |
$ | 15,048,130 | $ | (20,530,068 | ) | |||
Dividend income earned from the investment in Company common stock, a party-in-interest and a related party, was $5,344,739 and $5,360,119 for the years ended December 31, 2009 and 2008, respectively. |
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As of June 28, 2010 the fair market value of the investments held by the Plan as of December 31, 2009 had declined approximately 12% including a 21% decline in the Companys common stock. | |||
(4) | Fair Value Measurements | ||
FASB ASC Topic 820, Fair Value Measurements (ASC Topic 820), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The following table sets forth by level, within the ASC Topic 820 fair value hierarchy, the Plans investments at fair value as of December 31, 2009 and 2008: |
Investments at Fair Value as of December 31, 2009 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 79,076,661 | $ | | $ | | $ | 79,076,661 | ||||||||
Common stock of BancorpSouth, Inc. |
140,607,038 | | | 140,607,038 | ||||||||||||
Common/collective trust fund |
| 43,235,625 | | 43,235,625 | ||||||||||||
Total investments, at fair value |
$ | 219,683,699 | $ | 43,235,625 | $ | | $ | 262,919,324 | ||||||||
Investments at Fair Value as of December 31, 2008 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 53,721,117 | $ | | $ | | $ | 53,721,117 | ||||||||
Common stock of BancorpSouth, Inc. |
137,380,614 | | | 137,380,614 | ||||||||||||
Common/collective trust fund |
| 33,875,878 | | 33,875,878 | ||||||||||||
Total investments, at fair value |
$ | 191,101,731 | $ | 33,875,878 | $ | | $ | 224,977,609 | ||||||||
Fair values are determined based on valuation techniques categorized as follows: Level 1 means the use of quoted prices for identical instruments in active markets; Level 2 means the use of quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectly observable; Level 3 means the use of unobservable inputs. | |||
See Note 2(b), Investments, for information regarding the methods used to determine the fair value of the Plans investments. These methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the plan administrator believes the Plans valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. |
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(5) | Reconciliation Between Financial Statement Amounts and Form 5500 | ||
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500 filed for 2008 and the Form 5500 expected to be filed for 2009: |
December 31, | ||||||||
2009 | 2008 | |||||||
Net assets available for plan benefits per the
financial statements |
$ | 265,272,091 | $ | 228,163,458 | ||||
Amounts allocated to withdrawing participants |
(56,629 | ) | (50,526 | ) | ||||
Net assets available for plan benefits per Form 5500 |
$ | 265,215,462 | $ | 228,112,932 | ||||
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 filed for 2008 and the Form 5500 expected to be filed for 2009: |
2009 | 2008 | |||||||
Benefits paid to participants per the financial statements |
$ | 8,938,867 | $ | 13,182,828 | ||||
Add amounts allocated to withdrawing participants at
end of year |
56,629 | 50,526 | ||||||
Less amounts allocated to withdrawing participants at
beginning of year |
(50,526 | ) | | |||||
Benefits paid to participants per Form 5500 |
$ | 8,944,970 | $ | 13,233,354 | ||||
(6) | Risks and Uncertainties | ||
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Because of the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities could occur in the near term and that such changes could materially affect participants account balances and the amounts reported in the statement of net assets available for plan benefits. |
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Par/number | Current | |||||||||||||||
Issuer | Description | of shares | Coupon | Maturity | value | |||||||||||
BancorpSouth, Inc.* |
Common stock | 5,993,480 | $ | 140,607,038 | ||||||||||||
Federated Capital Preservation Fund** |
Common/collective trust - stable value fund | 4,208,847 | 42,088,471 | |||||||||||||
American Funds Europacific Growth Fund R4 |
Mutual Fund | 148,974 | 5,619,301 | |||||||||||||
American Funds Income Fund Of America R4 |
Mutual Fund | 159,918 | 2,473,935 | |||||||||||||
DWS Dreman Small Cap Value Fund A |
Mutual Fund | 83,366 | 2,586,837 | |||||||||||||
Eagle Mid Cap Stock Fund |
Mutual Fund | 387,079 | 8,864,113 | |||||||||||||
Federated Total Return Bond Fund Is |
Mutual Fund | 1,593,542 | 17,321,803 | |||||||||||||
Federated Kaufmann Fund Class A |
Mutual Fund | 107,057 | 498,886 | |||||||||||||
Fidelity Advisor Short Fixed Income A |
Mutual Fund | 178,020 | 1,611,080 | |||||||||||||
Goldman Sachs Structured US Equity A |
Mutual Fund | 181,294 | 3,790,857 | |||||||||||||
Mutual Global Discovery Fund A |
Mutual Fund | 75,369 | 2,013,847 | |||||||||||||
Nationwide Inv Destinations Mod Con A |
Mutual Fund | 444,002 | 4,169,175 | |||||||||||||
Neuberger Berman Genesis Fund A |
Mutual Fund | 14,820 | 405,475 | |||||||||||||
Oppenheimer Global Fund A |
Mutual Fund | 12,208 | 647,170 | |||||||||||||
Royce Value Plus Service |
Mutual Fund | 347,900 | 3,910,393 | |||||||||||||
T. Rowe Price Growth Stock Fund Adv |
Mutual Fund | 315,374 | 8,619,180 | |||||||||||||
T. Rowe Price Retirement Income Fund Adv |
Mutual Fund | 39,580 | 483,670 | |||||||||||||
T. Rowe Price Retirement 2010 Adv |
Mutual Fund | 147,297 | 2,047,435 | |||||||||||||
T. Rowe Price Retirement 2020 Adv |
Mutual Fund | 140,803 | 2,045,862 | |||||||||||||
T. Rowe Price Retirement 2030 Adv |
Mutual Fund | 75,215 | 1,131,227 | |||||||||||||
T. Rowe Price Retirement 2040 Adv |
Mutual Fund | 67,345 | 1,014,889 | |||||||||||||
T. Rowe Price Retirement 2050 Adv |
Mutual Fund | 18,956 | 160,369 | |||||||||||||
Vanguard Mid Cap Index Fund Signal |
Mutual Fund | 58,163 | 1,362,753 | |||||||||||||
Vanguard Selected Value Fund A |
Mutual Fund | 39,789 | 634,634 | |||||||||||||
Van Kampen Growth & Income Fund A |
Mutual Fund | 443,505 | 7,663,770 | |||||||||||||
Participant loans* |
Loans to participants | | 4.25 9.25 | % | February 11, 2010 December 31, 2014 |
472,257 | ||||||||||
$ | 262,244,427 | |||||||||||||||
* | BancorpSouth, Inc. and participants in the Plan are parties-in-interest to the Plan. | |
** | Valued at contract value as the underlying investments of the fund include investment contracts which are fully benefit-responsive. |
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Current value | ||||||||||||||||||||||||||||||||
Expense | of asset on | |||||||||||||||||||||||||||||||
Identity of | Description | Purchase | Selling | Lease | incurred with | Cost of | transaction | |||||||||||||||||||||||||
party involved | of asset | price | price | rental | transaction | asset | date | Net gain | ||||||||||||||||||||||||
BancorpSouth, Inc.* |
Common stock | $ | 18,537,528 | $ | | $ | | $ | | $ | 18,537,528 | $ | | $ | | |||||||||||||||||
BancorpSouth, Inc.* |
Common stock | | 16,910,424 | | | 13,057,020 | 16,910,424 | 3,853,404 | ||||||||||||||||||||||||
Federated Capital Preservation Fund |
Common/collective trust fund | 17,060,481 | | | | 17,060,481 | | |
* | BancorpSouth, Inc. is a party-in-interest to the Plan. |
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BancorpSouth, Inc. 401(k) Profit-Sharing Plan |
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June 29, 2010 | By: | BancorpSouth, Inc. | ||
By: | /s/ William L. Malone | |||
William L. Malone, First Vice President and Trust Officer | ||||
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