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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

OR

|   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from                                            to                                           


Commission file number 1-12991


BancorpSouth, Inc.
(Exact name of registrant as specified in its charter)

Mississippi 64-0659571
(State or other jurisdiction of incorporation or
organization)
(IRS Employer Identification No.)
 
One Mississippi Plaza, 201 South Spring Street,
Tupelo, Mississippi
38804
(Address of principal executive offices) (Zip Code)

(662) 680-2000
(Registrant's telephone number, including area code)

NOT APPLICABLE
(Former name, former address, and former fiscal year, if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X  No      
As of August 12, 2002, the Registrant had outstanding 80,218,780 shares of common stock, par value $2.50 per share.



BANCORPSOUTH, INC.
CONTENTS

PART I. Financial Information Page
  ITEM 1. Financial Statements  
     
Consolidated Condensed Balance Sheets (Unaudited)
June 30, 2002 and December 31, 2001
 
 
3
     
Consolidated Condensed Statements of Income (Unaudited)
Three and Six Months Ended June 30, 2002 and 2001
 
 
4
     
Consolidated Condensed Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2002 and 2001
 
 
5
     
Notes to Consolidated Condensed Financial Statements (Unaudited)
 
6
  ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
15
  ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 27
 
PART II.
 
Other Information
 
 
  ITEM 4. Matters Submitted to a Vote of Security Holders 27
  ITEM 6. Exhibits and Reports on Form 8-K 28


FORWARD-LOOKING STATEMENTS

Certain statements contained in this Report may not be based on historical facts and are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements may be identified by reference to a future period(s) or by the use of forward-looking terminology, such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “will,” “intend,” “could” and “would.” These forward-looking statements include, without limitation, those relating to the Company’s liquidity, provision and allowance for credit losses, mortgage servicing rights, net interest revenue, acquisition strategy, the use of proceeds from the issuance of the junior subordinated debt securities in connection with the trust preferred offering, critical accounting policies, litigation contingencies, student loans, stock repurchase program, capital resources and off-balance sheet arrangements. We caution you not to place undue reliance on the forward-looking statements contained in this Report, 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, prevailing interest rates and government fiscal and monetary policies, effectiveness of the Company’s interest rate hedging strategies, changes in laws and regulations affecting financial institutions, ability of the Company to effectively service loans, ability of the Company to identify and integrate acquisitions and investment opportunities, manage its growth and effectively serve an expanding customer and market base, changes in the Company’s operating or expansion strategy, geographic concentrations of assets, availability of and costs associated with obtaining adequate and timely sources of liquidity, dependence on existing sources of funding, competition from other financial services companies, market conditions as they affect the ability of the Company to repurchase shares of its common stock, potential uses of authorized but unissued shares of the Company’s common stock, possible adverse rulings, judgments, settlements and other outcomes of pending litigation and other risks detailed from time to time in the Company’s press releases and 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 of this Report.



PART I
FINANCIAL INFORMATION
Item 1. Financial Statements

BANCORPSOUTH, INC.
Consolidated Condensed Balance Sheets
(Unaudited)

 

June 30,
2002

 

December 31,
2001
  (In thousands)
ASSETS      
Cash and due from banks $303,599    $341,513 
Interest bearing deposits with other banks 12,108    18,030 
Held-to-maturity securities, at amortized cost 1,223,435    1,110,463 
Available-for-sale securities, at fair value 1,115,762    1,083,191 
Federal funds sold and securities
   purchased under agreement to resell
518,727    343,511 
Loans 6,392,876    6,127,045 
   Less: Unearned discount 48,657    53,845 
           Allowance for credit losses 86,276 
  83,150 
Net loans 6,257,943    5,990,050 
Mortgages held for sale 43,723    65,537 
Premises and equipment, net 211,451    211,576 
Other assets 236,777 
  231,558 
TOTAL ASSETS $9,923,525 
  $9,395,429 
LIABILITIES      
Deposits:      
   Demand: Non-interest bearing $1,096,257    $1,108,499 
                   Interest bearing 2,306,227    2,158,698 
   Savings 851,714    910,682 
   Time 4,001,361 
  3,678,961 
Total deposits 8,255,559    7,856,840 
Federal funds purchased and securities
   sold under repurchase agreements
458,807    473,912 
Short-term borrowings 4,000    –  
Long-term debt 140,357    140,939 
Guaranteed preferred beneficial interests
   in junior subordinated debt securities
125,000    –  
Other liabilities 109,001 
  118,335 
TOTAL LIABILITIES 9,092,724 
  8,590,026 
SHAREHOLDERS' EQUITY      
Common stock 202,052    203,064 
Capital surplus 18,115    11,457 
Accumulated other comprehensive income 27,080    24,243 
Retained earnings 583,554 
  566,639 
TOTAL SHAREHOLDERS' EQUITY $830,801 
  $805,403 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $9,923,525 
  $9,395,429 
See accompanying notes to consolidated condensed financial statements.



BANCORPSOUTH, INC.
Consolidated Condensed Statements of Income
(Unaudited)

 

Three months ended
June 30,


 

Six months ended
June 30,


 
2002
  2001
  2002
  2001
  (In thousands, except for per share amounts)
INTEREST REVENUE:              
Loans $114,393    $130,898    $228,278    $267,022 
Deposits with other banks 76    143    131    320 
Federal funds sold and securities
  purchased under agreement to resell
3,351    6,866    6,658    12,467 
Held-to-maturity securities:              
  Taxable 13,643    13,963    27,581    27,176 
  Tax-exempt 2,450    2,667    4,941    5,505 
Available-for-sale securities:              
  Taxable 13,417    12,059    27,673    25,665 
  Tax-exempt 2,154    2,184    4,311    4,154 
Mortgages held for sale 751 
  896 
  1,663 
  1,509 
  Total interest revenue 150,235 
  169,676 
  301,236 
  343,818 
INTEREST EXPENSE:              
Deposits 46,834    80,763    96,736    164,707 
Federal funds purchased and securities
  sold under agreement to repurchase
3,209    5,800    6,530    12,113 
Other 4,700 
  2,189 
  8,596 
  4,474 
  Total interest expense 54,743 
  88,752 
  111,862 
  181,294 
  Net interest revenue 95,492    80,924    189,374    162,524 
Provision for credit losses 7,215 
  4,769 
  13,975 
  8,866 
  Net interest revenue, after provision for              
    credit losses 88,277 
  76,155 
  175,399 
  153,658 
OTHER REVENUE:              
Mortgage lending 900    7,068    6,454    5,735 
Trust income 1,644    1,610    3,561    3,294 
Service charges 12,595    10,906    22,805    21,248 
Life insurance income 1,091    1,127    2,218    2,222 
Security gains, net 2,888    74    2,863    2,958 
Insurance commissions 5,887    5,405    11,554    10,013 
Other 6,404 
  5,801 
  15,430 
  14,470 
  Total other revenue 31,409 
  31,991 
  64,885 
  59,940 
OTHER EXPENSE:              
Salaries and employee benefits 40,226    38,425    82,817    77,146 
Net occupancy expense 5,422    5,005    10,676    10,134 
Equipment expense 6,264    6,943    12,799    13,975 
Telecommunications 2,032    2,123    3,957    4,305 
Other 20,630 
  20,750 
  41,497 
  40,518 
  Total other expense 74,574 
  73,246 
  151,746 
  146,078 
  Income before income taxes 45,112    34,900    88,538    67,520 
Income tax expense 14,185 
  11,654 
  28,214 
  21,955 
  Net income $30,927 
  $23,246 
  $60,324 
  $45,565 
Earnings per share: Basic $0.38 
  $0.28 
  $0.74 
  $0.55 
                                 Diluted $0.38 
  $0.28 
  $0.74 
  $0.54 
Dividends declared per common share $0.15 
  $0.14 
  $0.30 
  $0.28 
See accompanying notes to consolidated condensed financial statements.


BANCORPSOUTH, INC.
Consolidated Condensed Statements of Cash Flows
(Unaudited)

 

Six Months Ended
June 30,
  2002
  2001
  (In thousands)
Net cash provided by operating activities $112,760 
  $42,706 
Investing activities:      
Proceeds from calls and maturities of
  held-to-maturity securities
227,159    317,643 
Proceeds from calls and maturities of
  available-for-sale securities
602,224    158,771 
Proceeds from sales of
  held-to-maturity securities
5,278    25,003 
Proceeds from sales of
  available-for-sale securities
582,661    144,583 
Purchases of held-to-maturity securities (345,244)   (461,289)
Purchases of available-for-sale securities (1,206,206)   (139,882)
Net increase in short-term investments (175,216)   (372,206)
Net (increase) decrease in loans (374,982)   28,868 
Proceeds from sale of student loans 89,782    83,248 
Purchases of premises and equipment (15,988)   (23,096)
Proceeds from sale of premises and equipment 5,530    3,238 
Other, net 12,275 
  (8,319)
Net cash used by investing activities (592,727)
  (243,438)

Financing activities:

 

 

 
Net increase in deposits 398,719    251,722 
Net decrease in short-term
  borrowings and other liabilities
(20,535)   (3,411)
Repayment of long-term debt (14,082)   (10,546)
Issuance of junior subordinated debt, net 121,063    –  
Common stock repurchased (29,143)   (21,502)
Payment of cash dividends (24,382)   (23,546)
Exercise of stock options 4,491 
  805 
Net cash provided by financing activities 436,131 
  193,522 

Decrease in cash and cash equivalents

(43,836)

 

(7,210)
Cash and cash equivalents at beginning of
  period
 
359,543 
   
326,575 
Cash and cash equivalents at end of period $315,707 
  $319,365 
See accompanying notes to consolidated condensed financial statements.


BANCORPSOUTH, INC.
Notes to Consolidated Condensed Financial Statements
(Unaudited)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION AND
PRINCIPALS OF CONSOLIDATION

The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the accounting policies in effect as of December 31, 2001, as set forth in the annual consolidated financial statements of BancorpSouth, Inc. (the “Company”), as of such date, except that the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” as of January 1, 2002 (See Notes 7 and 8). In the opinion of management, all adjustments necessary for a fair presentation of the consolidated condensed financial statements have been included and all such adjustments were of a normal recurring nature. The results of operations for the three and six month periods ended June 30, 2002 are not necessarily indicative of the results to be expected for the full year.

The consolidated condensed financial statements include the accounts of the Company and its wholly-owned subsidiary, BancorpSouth Bank (the “Bank”), and the Bank’s wholly-owned subsidiaries, Century Credit Life Insurance Company, Personal Finance Corporation, BancorpSouth Mortgage Company, BancorpSouth Insurance Services, Inc., BancorpSouth Insurance Services of Alabama, Inc. and BancorpSouth Investment Services, Inc. BancorpSouth Capital Trust I (“the Trust”), a business trust, is treated as a subsidiary of the Company for financial reporting purposes (See Note 6).

NOTE 2 - LOANS

The composition of the loan portfolio by collateral type is detailed below:

  June 30,
  December 31,
  2002
  2001
  2001
  (In thousands)
Commercial and agricultural $741,028   $558,209   $691,463
Consumer and installment 722,697   888,028   865,188
Real estate mortgage:          
   1-4 Family 2,227,626   2,399,744   1,661,871
   Other 2,376,497   1,825,340   2,586,596
Lease financing 299,343   334,972   291,116
Other 25,685
  28,473
  30,811
    Total $6,392,876
  $6,034,766
  $6,127,045

The following table presents information concerning non-accrual, past due and restructured loans:

  June 30,   December 31,
  2002
  2001
  (In thousands)
Non-accrual loans $13,202   $10,825
Accruing loans 90 days or more past due 28,755   33,012
Restructured loans 22
  40
Total $41,979
  $43,877

NOTE 3 - ALLOWANCE FOR CREDIT LOSSES

The following schedule summarizes changes in the allowance for credit losses for the periods indicated:

  Six month periods
ended June 30,
  Year ended
December 31,
  2002
  2001
  2001
  (In thousands)
Balance at beginning of period $83,150    $81,730    $81,730 
Provision charged to expense 13,975    8,866    22,259 
Recoveries 1,792    2,318    4,050 
Loans charged off (13,870)   (12,085)   (24,889)
Acquisitions 1,229 
  –  
  – 
Balance at end of period $86,276 
  $80,829 
  $83,150 


NOTE 4 - PER SHARE DATA

The computation of basic earnings per share is based on the weighted average number of common shares outstanding. The computation of diluted earnings per share is based on the weighted average number of common shares outstanding plus the shares resulting from the assumed exercise of all outstanding stock options using the treasury stock method.

The following table provides a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the periods shown:


  Three months ended June 30,
  2002
  2001
  Income
(Numerator)

  Shares
(Denominator)

  Per Share
Amount

  Income
(Numerator)

  Shares
(Denominator)

  Per Share
Amount

Basic EPS (In thousands, except per share amounts)
Income available to                      
  common shareholders $30,927   80,858   $0.38
  $23,246   83,215   $0.28
Effect of dilutive stock                      
  options –  
  641
      –  
  443
   
Diluted EPS
Income available to
  common shareholders
                     
  plus assumed exercise $30,927
  81,499
  $0.38
  $23,246
  83,658
  $0.28


  Six months ended June 30,
  2002
  2001
  Income
(Numerator)

  Shares
(Denominator)

  Per Share
Amount

  Income
(Numerator)

  Shares
(Denominator)

  Per Share
Amount

Basic EPS (In thousands, except per share amounts)
Income available to                      
  common shareholders $60,324   80,983   $0.74
  $45,565   83,512   $0.55
Effect of dilutive stock                      
  options –  
  607
      –  
  425
   
Diluted EPS
Income available to
  common shareholders
                     
  plus assumed exercise $60,324
  81,590
  $0.74
  $45,565
  83,937
  $0.54


NOTE 5 - COMPREHENSIVE INCOME

The following table presents the components of other comprehensive income and the related tax effects allocated to each component for the periods indicated:

  Three months ended June 30,
  2002
  2001
  Before
tax
amount

  Tax
(expense)
benefit

  Net
of tax
amount

  Before
tax
amount

  Tax
(expense)
benefit

  Net
of tax
amount

Unrealized (losses) gains on securities: (In thousands)
  Unrealized (losses) gains arising
    during holding period
($29,301)   $11,207    ($18,094)   $476    ($182)   $294 
  Less: Reclassification adjustment                      
    for net (gains) losses realized in net income (2,671)
  1,022 
  (1,649)
  142 
  (54)
  88 
Other comprehensive income (loss) ($31,972)
  $12,229 
  ($19,743)   $618 
  ($236)
  $382 
Net income         30,927 
          23,246 
Comprehensive income         $11,184 
          $23,628 


  Six months ended June 30,
  2002
  2001
  Before
tax
amount

  Tax
(expense)
benefit

  Net
of tax
amount

  Before
tax
amount

  Tax
(expense)
benefit

  Net
of tax
amount

Unrealized (losses) gains on securities: (In thousands)
  Unrealized (losses) gains arising
    during holding period
($15,572)   $5,956    ($9,616)   ($9,478)   $3,625    ($5,853)
  Less: Reclassification adjustment                      
    for net (gains) losses realized in net income (2,711)
  1,037 
  (1,674)
  (2,421)
  926 
  (1,495)
Other comprehensive income (loss) ($18,283)
  $6,993
  ($11,290)   ($11,899)
  $4,551 
  ($7,348)
Net income         60,324 
          45,565 
Comprehensive income         $49,034 
          $38,217 


NOTE 6 - ISSUANCE OF TRUST PREFERRED SECURITIES

On January 28, 2002, BancorpSouth Capital Trust I (the “Trust”), a Delaware business trust which is treated as a subsidiary of the Company for financial reporting purposes, issued 5,000,000 shares of 8.15% trust preferred securities, $25 liquidation amount per share, due January 28, 2032 and redeemable at the option of the Company after January 28, 2007. Payment of distributions on the trust preferred securities is guaranteed by the Company, but only to the extent the Trust has funds legally and immediately available to make such distributions. The Trust invested the proceeds from the issuance of the trust preferred securities in the 8.15% junior subordinated debt securities issued by the Company, which will mature on January 28, 2032. The net proceeds to the Company from the issuance of its junior subordinated debt securities to the Trust in the amount of $121,062,500 will be used for general corporate purposes, including repurchase of shares of its outstanding common stock, investments at the holding company level, extensions of credit to its subsidiaries and possible acquisitions.

NOTE 7 - GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the six months ended June 30, 2002 were as follows:


 
Community
Banking
  General
Corporate
and Other
   

Total
  (In thousands)
Balance as of January 1, 2002 $27,495    $39    $27,534 
Goodwill reclassed as other identifiable intangible (3,177)   –        (3,177)
Goodwill acquired during the period 8,447    –        8,447 
Impairment losses –  
  –     
  –  
Balance as of June 30, 2002 $32,765 
  $39 
  $32,804 


The changes in the carrying amount of goodwill for the year ended December 31, 2001 were as follows:


 
Community
Banking
  General
Corporate
and Other
   

Total
  (In thousands)
Balance as of January 1, 2001 $30,376    $39    $30,415 
Amortization of goodwill (3,013)   –        (3,013)
Adjustment to goodwill acquired during year 132    –        132 
Impairment losses –  
  –     
  –  
Balance as of December 31, 2001 $27,495 
  $39 
  $27,534 


The following table presents information regarding the components of the Company's identifiable intangible assets for the periods indicated:

  Six months ended
June 30, 2002

  Year ended
December 31, 2001

  Gross Carrying
Amount

 
 

Accumulated
Amortization

  Gross Carrying
Amount

 
 

Accumulated
Amortization

Amortized intangible assets: (In thousands)
  Core deposit intangibles $11,317    $3,393    $9,299    $2,689 
  Customer lists 4,865    461    4,904    321 
  Mortgage servicing rights 69,492    24,245    64,158    20,532 
 
 
 
 
  Three-months ended
June 30,

  Six-months ended
June 30,

  2002
 
2001
  2002
 
2001
Aggregate amortization expense for: (In thousands)
  Core deposit intangibles $398    $113    $704    $226 
  Customer lists 70    69    140    139 
  Mortgage servicing rights 2,079    1,520    3,801    2,892 
 
 
 
 
  Core Deposit
Intangibles

  Customer
Lists

  Mortgage
Servicing Rights

Estimated amortization expense: (In thousands)        
  For year ended 12/31/02 $1,503   $288   $6,200
  For year ended 12/31/03   1,464     288     5,600
  For year ended 12/31/04   1,345     288     5,000
  For year ended 12/31/05   1,154     288     4,500
  For year ended 12/31/06   1,011     288     4,100


The following table provides the transitional disclosures required under SFAS No. 142 for the Company’s goodwill and other intangible assets:

  Three months ended
June 30,

  Six months ended
June 30,

  2002
  2001
  2002
  2001
  (In thousands, except per share data)
Reported net income $30,927    $23,246    $60,324    $45,565 
Add back: Goodwill amortization – 
  779 
  – 
  1,547 
Adjusted net income $30,927 
  $24,025 
  $60,324 
  $47,112 
   
Basic earnings per share:  
  Reported net income $0.38    $0.28    $0.74    $0.55 
  Goodwill amortization – 
  0.01 
  – 
  0.01 
  Adjusted net income $0.38 
  $0.29 
  $0.74 
  $0.56 
   
Diluted earnings per share:  
  Reported net income $0.38    $0.28    $0.74    $0.54 
  Goodwill amortization – 
  0.01 
  – 
  0.01 
  Adjusted net income $0.38 
  $0.29 
  $0.74 
  $0.55 

NOTE 8 - RECENT PRONOUNCEMENTS

The Company adopted the provisions of SFAS No. 141, “Business Combinations,” effective July 1, 2001 and the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001, as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies certain criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to the estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.”

The Company also adopted the provisions of SFAS No. 144, “Accounting for the Impairment of Disposal of Long-Lived Assets,” effective January 1, 2002. SFAS No. 144 supersedes both SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of” and the accounting and reporting provisions of APB Opinion No. 30, “Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions (“Opinion 30”), for the disposal of a segment of a business (as previously defined in Opinion 30). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with SFAS No. 121. For example, SFAS No. 144 provides guidance on how a long-lived asset that is used as part of a group should be evaluated for impairment, establishes criteria for when a long-lived asset is held for sale and prescribes the accounting for a long-lived asset that will be disposed of other than by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on how to present discontinued operations in the income statement but broadens that presentation to include a component of an entity (rather than a segment of a business). Unlike SFAS No. 121, an impairment assessment under SFAS No. 144 will never result in a write-down of goodwill. Rather, goodwill is evaluated for impairment under SFAS No. 142, “Goodwill and Other Intangible Assets. The adoption of SFAS No. 144 has had no material impact on the financial position of the Company.

In July 2002, SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” was issued. SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recorded when it is incurred and can be measured at fair value. The statement is effect for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS No. 146 will have no material impact on the financial position of the Company.

NOTE 9 - BUSINESS COMBINATIONS AND OTHER ACQUISITIONS

On February 28, 2002, the Company completed its merger with Pinnacle Bancshares, Inc. (“Pinnacle”), a bank holding company with approximately $130 million in assets. Pinnacle is headquartered in Little Rock, Arkansas and provides the Company with two banking locations in Arkansas’ largest market. The Company issued approximately 555,000 shares of common stock in addition to cash paid to Pinnacle shareholders to consummate the merger. Supplemental pro forma information has not been presented, as this acquisition did not have a material impact on the Company’s financial position or results of operations. Beginning March 1, 2002, the results of operations for Pinnacle are included in the income statement of the Company.

On May 3, 2002, the Company issued approximately 45,000 shares of common stock to complete its purchase of certain assets of First Land and Investments, Inc.

NOTE 10 - SEGMENT REPORTING

The Company’s principal activity is community banking, which includes providing a full range of deposit products, commercial loans and consumer loans. The “General Corporate and Other segment” includes leasing, mortgage lending, trust services, credit card activities, insurance services, investment services and other activities not allocated to community banking.

Results of operations and selected financial information by operating segment for the three-month periods ended June 30, 2002 and 2001 are presented below:

   
Community
Banking

  General
Corporate
and Other

   
 
Total

  (In thousands)
Three Months Ended June 30, 2002          
Results of Operations          
Net interest revenue $80,037    $15,455    $95,492 
Provision for credit losses 6,563 
  652 
  7,215 
Net interest revenue after provision for credit losses 73,474    14,803    88,277 
Other revenue 21,586    9,823    31,409 
Other expense 60,068 
  14,506 
  74,574 
Income before income taxes 34,992    10,120    45,112 
Income taxes 11,003 
  3,182 
  14,185 
Net income $23,989    $6,938    $30,927 
Selected Financial Information          
Identifiable assets (at end of period) $9,062,409    $861,116    $9,923,525 
Depreciation & amortization 6,354    447    6,801 


Three Months Ended June 30, 2001
         
Results of Operations          
Net interest revenue $67,137    $13,787    $80,924 
Provision for credit losses 4,321 
  448 
  4,769 
Net interest revenue after provision for credit losses 62,816    13,339    76,155 
Other revenue 16,082    15,909    31,991 
Other expense 58,226 
  15,020 
  73,246 
Income before income taxes 20,672    14,228    34,900 
Income taxes 6,903 
  4,751 
  11,654 
Net income $13,769    $9,477    $23,246 
Selected Financial Information          
Identifiable assets (at end of period) $8,517,948    $776,197    $9,294,145 
Depreciation & amortization 6,497    465    6,962 


Results of operations and selected financial information by operating segment for the six-month periods ended June 30, 2002 and 2001 are presented bel