8-K

UNITED STATES

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

July 19, 2005

Date of Report (Date of Earliest Event Reported)

RENASANT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Mississippi	000-12154	64-0676974
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

209 Troy Street, Tupelo, Mississippi	38802-0709
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, including area code: (662) 680-1001

(Former Name or Former Address, if changed since last report)

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:

¨ 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 19, 2005, Renasant Corporation (the “Company”) issued a press release announcing second quarter earnings for 2005. The press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

99.1    Press release dated July 19, 2005 issued by Renasant Corporation announcing second quarter 2005 earnings.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RENASANT CORPORATION
	Registrant
DATE: July 19, 2005	/s/ E. Robinson McGraw
	E. Robinson McGraw
	Chairman, President & Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated July 19, 2005 issued by Renasant Corporation announcing second quarter 2005 earnings.

EX-99.1

Exhibit 99.1

Contact:	Jim Gray	Stuart Johnson
	Senior Executive Vice President & CIO	Senior Executive Vice President & CFO
	(662) 680-1217	(662) 680-1472
	jimg@renasant.com	stuartj@renasant.com

RENASANT CORPORATION ANNOUNCES

SECOND QUARTER EARNINGS

TUPELO, MISSISSIPPI (July 19, 2005) – Renasant Corporation (NASDAQ:RNST) (the “Company”) today announced results for the second quarter of 2005. Net income for the second quarter of 2005 was $6,207,000, up 22.74%, or $1,150,000, from the second quarter of 2004. During the second quarter of 2005, the Company recognized $647,000 in after-tax interest income as the cash flows from certain loans acquired in connection with the Company’s acquisition of Heritage Financial Holding Corporation (“Heritage”), accounted for under AICPA Statement of Position 03-3 (“SOP 03-3”), exceeded initial estimates. Second quarter 2005 net income was decreased by $295,000 in after-tax merger expenses related to the Heritage acquisition and after-tax expenses related to the change of its name. Second quarter 2004 net income included an after-tax gain of approximately $617,000 resulting from the sale of the Company’s merchant card business.

Basic and diluted earnings per share were $.60 and $.59, respectively, for the second quarter of 2005 compared to basic and diluted earnings per share of $.61 for the second quarter of 2004. Second quarter 2005 earnings included an additional $.06 as a result of the aforementioned

increase in interest income and a $.03 reduction for merger expenses related to Heritage and costs associated with the name change. Second quarter 2004 earnings include an $.08 per share increase resulting from the sale of the merchant card business. The acquisitions of Renasant Bancshares and Heritage combined had a $.02 dilutive impact on second quarter 2005 earnings.

“Our results for the quarter reflect the integration of our two recent mergers and the name change of our Company and its subsidiaries,” commented Renasant Chairman and Chief Executive Officer, E. Robinson McGraw. “We believe we have now incurred substantially all merger related and name change expenses and are now positioned to realize the benefits of these activities. We continue to experience improvement in credit quality with linked quarter reduction in net charge-offs and non-performing loans. During the second quarter of 2005, we experienced solid organic loan and deposit growth resulting in marked improvement in net interest income. Noninterest income continued to increase during the second quarter of 2005 from diversified sources and noninterest expense declined on a linked quarter basis as we began to experience the synergies of the mergers.”

Credit quality continued to improve during the second quarter of 2005. Net charge-offs were $781,000, or .19% annualized as a percentage of average loans for the second quarter of 2005, compared to $610,000, or .28% annualized, for the second quarter of 2004. Net charge-offs for the six months ended June 30, 2005 were $1,967,000, or .25% annualized as a percentage of average loans, compared to $1,073,000 or .24% annualized, for the same period in 2004. Net charge-offs for the second quarter of 2005 include approximately $301,000, or .07% of average loans, representing the remaining charge-off of the one problem credit relationship as discussed in the first quarter earnings release. Net charge-offs for the six months ended June 30, 2005 include $906,000 of charge-offs related to this one credit relationship. All amounts charged-off

related to this one credit had been fully reserved in the allowance for loan losses at the time of charge-off. Non-performing loans as a percentage of total loans decreased to .40% at June 30, 2005, from .43% at March 31, 2005 and .76% at December 31, 2004. The allowance for loan losses as a percentage of loans was 1.14% at June 30, 2005 as compared to 1.14% at March 31, 2005 and 1.26% at December 31, 2004. The non-performing loan coverage ratio was 280.35% at June 30, 2005 compared to 264.53% at March 31, 2005 and 166.30% at December 31, 2004. At June 30, 2005, the carrying balance of the loans acquired by the Company in connection with its acquisition of Heritage accounted for in accordance with SOP 03-3 was $10,604,000 as compared to the March 31, 2005 balance of $13,097,000. The balance of these acquired loans decreased primarily due to principal reductions.

Total assets as of June 30, 2005 were $2.353 billion, an increase of 37.82%, from December 31, 2004 reflecting primarily the acquisition of Heritage. Total loans grew 39.50% to $1.592 billion at the end of the second quarter of 2005 from $1.141 billion at December 31, 2004 while total deposits grew 33.78% to $1.764 billion during the same period. The increase in total loans and total deposits was also primarily due to the Heritage acquisition. Excluding Heritage balances at the date of acquisition, total loans and deposits at June 30, 2005 grew $61,171,000 and $64,502,000, respectively, from December 31, 2004. Compared to March 31, 2005, total loans and deposits grew at annualized rates of 5.16% and 5.32%, respectively, during the second quarter of 2005.

“During the first half of 2005, we began to realize the benefits of our merger with Renasant Bancshares as our Tennessee division grew loans by approximately $46 million and deposits by approximately $33 million. This is consistent with our expectations that it would take approximately 6-12 months to fully integrate Renasant Bancshares into our operations so that we

could focus our attention on franchise growth. Despite the fact that we were primarily concentrating on integration efforts during this period, our Alabama division had modest loan and deposit growth in the second quarter of 2005. In our Mississippi division, loan growth was flat while deposits experienced healthy growth in the recently completed quarter,” stated McGraw.

Net interest income grew 63.03% to $20,455,000 for the second quarter of 2005 compared to $12,547,000 in the same period in 2004 due to loan growth and the Company’s acquisition of Renasant Bancshares and Heritage. During the second quarter of 2005, the Company recorded $1,048,000 in interest income as cash flows from certain Heritage loans accounted for under SOP 03-3 exceeded initial estimates. Net interest margin increased to 4.14% for the second quarter of 2005 from 4.10% for the second quarter of 2004 and 3.92% for the first quarter of 2005. The additional interest income from the Heritage loans accounted for under SOP 03-3 increased net interest margin for the second quarter of 2005 by 20 basis points. Factors negatively impacting net interest margin include the acquisition of Renasant Bancshares and Heritage, both of which had lower net interest margins than the Company prior to the acquisitions, the issuance of subordinated debentures to fund the acquisitions and the rising cost of deposits.

Noninterest income increased 9.12% to $9,951,000 for the second quarter of 2005 from $9,119,000 for the second quarter of 2004. Noninterest income for the second quarter of 2004 includes a $1,000,000 gain recognized as a result of the sale of the Company’s merchant card portfolio and $270,000 in merchant card revenue earned prior to the completion of the sale. Noninterest income also increased due to improvements in service charges, fees and

commissions generated on the Company’s loan and deposit products, trust revenue and gains on sale of mortgage loans.

Noninterest expense was $20,857,000 for the second quarter of 2005 compared to $14,182,000 for the second quarter of 2004. The operations of Renasant Bancshares and Heritage increased noninterest expenses by $5,739,000, which includes $404,000 of merger-related expenses. In addition, the Company incurred approximately $73,000 in costs resulting from the disposal of obsolete supplies during the second quarter of 2005 associated with the change of its name. Compared to the first quarter of 2005, noninterest expenses for the second quarter of 2005 decreased $106,000. The decrease reflects the planned elimination of duplicate data processing operations and staff as a result of the Heritage merger, reduced data processing costs through contract renegotiations with the Company’s primary vendor and planned Mississippi staff reductions. These reductions were partially offset by normal salary increases which were effective March 2005.

“We are presently in the process of adding to our Tennessee division with a new full-service branch in East Memphis expected to open in August 2005 and a full-service branch in Collierville expected to open in the first quarter of 2006. In our Mississippi division, we expect to open a full-service branch in Oxford in August 2005 that will compliment our downtown presence and ATM on the campus of the University of Mississippi,” stated McGraw.

The acquisition of Heritage was completed on January 1, 2005 using the purchase accounting method under generally accepted accounting principles. Under this method of accounting, the financial statements of the Company do not reflect the results of operations of Heritage prior to January 1, 2005. The balance sheet of the Company as of June 30, 2005, however, reflects the

Company’s acquisition of Heritage, including total assets of $540.3 million, total loans of $389.8 million, total deposits of $381.0 million, goodwill of $46.9 million and core deposits intangible of $4.6 million. The Company issued 1,369,589 shares of Renasant Corporation common stock and paid $23.1 million cash in connection with the acquisition.

CONFERENCE CALL INFORMATION

A live audio webcast of a conference call with analysts will be available beginning at 9:00 a.m. Eastern time on Wednesday, July 20, 2005, through the Company’s website: www.renasant.com, and through Thompson/CCBN’s individual investor center at www.fulldisclosure.com, or any of Thompson/CCBN’s Investor Distribution Network. The event will be archived for 90 days. If Internet access is unavailable, the conference may also be heard live (listen-only) via telephone by dialing 1-800-510-9836 in the United States and entering the participant passcode 95606648. The financial and other statistical information presented in the conference call will be provided through the investor relations page on the Company’s website: www.renasant.com.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.4 billion and operates 59 banking and insurance offices in 36 cities in Mississippi, Tennessee and Alabama.

NOTE TO INVESTORS

This news release may contain, or incorporate by reference, statements which may constitute “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. Such forward looking statements usually include words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions.

Prospective investors are cautioned that any such forward-looking statements are not guarantees for future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include significant fluctuations in interest rates, inflation, economic recession, significant changes in the federal and state legal and regulatory environment, significant underperformance in our portfolio of outstanding loans, and competition in our markets. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

RENASANT CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

	2005						2004												2nd Qtr 2005 - 2nd Qtr 2004 Percent Variance		For the Six Months Ended June 30,
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter					2005			2004			Percent Variance
Statement of earnings
Interest income - taxable equivalent basis	$	32,718		$	29,834		$	21,803		$	21,538		$	18,418		$	18,441		77.64		$	62,552		$	36,859		69.71
Interest income	$	31,900		$	29,295		$	21,076		$	20,805		$	17,559		$	17,584		81.67		$	61,195		$	35,143		74.13
Interest expense		11,445			9,977			5,848			5,802			5,012			5,134		128.35			21,422			10,146		111.14
Net interest income		20,455			19,318			15,228			15,003			12,547			12,450		63.03			39,773			24,997		59.11
Provision for loan losses		847			597			(82	)		636			488			505		73.57			1,444			993		45.42
Net interest income after provision		19,608			18,721			15,310			14,367			12,059			11,945		62.60			38,329			24,004		59.68
Service charges on deposit accounts		4,167			3,874			3,856			4,067			3,732			3,700		11.66			8,041			7,432		8.19
Fees and commissions on loans and deposits		2,965			2,505			1,812			1,975			1,958			1,671		51.43			5,470			3,629		50.73
Insurance commissions and fees		906			831			887			993			890			820		1.80			1,737			1,710		1.58
Trust revenue		611			625			419			658			606			464		0.83			1,236			1,070		15.51
Gain (loss) on sale of securities		(32	)		102			(1,130	)		51			(31	)		89		3.23			70			58		20.69
Gain on sale of mortgage loans		673			693			166			138			151			128		345.70			1,366			279		389.61
Gain on sale of merchant business		—			—			—			—			1,000			—		(100.00	)		—			1,000		(100.00	)
Merchant discounts		2			2			39			7			270			356		(99.26	)		4			626		(99.36	)
Other		659			1,271			570			489			543			943		21.36			1,930			1,486		29.88
Total non-interest income		9,951			9,903			6,619			8,378			9,119			8,171		9.12			19,854			17,290		14.83
Salaries and employee benefits		11,520			11,459			8,755			9,106			7,952			7,593		44.87			22,979			15,545		47.82
Occupancy and equipment		2,222			2,605			2,406			2,095			1,727			1,566		28.66			4,827			3,293		46.58
Data processing		962			1,044			1,159			1,020			1,141			1,163		(15.69	)		2,006			2,304		(12.93	)
Amortization of intangibles		571			586			389			403			100			123		471.00			1,157			223		418.83
Other		5,582			5,269			3,922			3,586			3,262			3,241		71.12			10,851			6,503		66.86
Total non-interest expense		20,857			20,963			16,631			16,210			14,182			13,686		47.07			41,820			27,868		50.06
Income before income taxes		8,702			7,661			5,298			6,535			6,996			6,430		24.39			16,363			13,426		21.88
Income taxes		2,495			2,202			1,250			1,844			1,939			1,783		28.67			4,697			3,722		26.20
Net income (loss)	$	6,207		$	5,459		$	4,048		$	4,691		$	5,057		$	4,647		22.74		$	11,666		$	9,704		20.22
Basic earnings per share	$	0.60		$	0.52		$	0.45		$	0.52		$	0.61		$	0.57		(1.64	)	$	1.12		$	1.18		(5.08	)
Diluted earnings per share		0.59			0.52			0.45			0.52			0.61			0.57		(3.28	)		1.11			1.18		(5.93	)
Average basic shares outstanding		10,400,330			10,406,243			9,024,384			8,977,549			8,186,826			8,191,530		27.04			10,401,799			8,189,178		27.02
Average diluted shares outstanding		10,518,760			10,560,330			9,081,944			9,042,695			8,207,941			8,212,533		28.15			10,523,380			8,210,237		28.17
Common shares outstanding		10,397,897			10,412,775			9,046,997			9,018,145			8,186,826			8,186,826		27.01			10,397,897			8,186,826		27.01
Cash dividend per common share	$	0.22		$	0.21		$	0.21		$	0.21		$	0.20		$	0.20		10.00		$	0.43		$	0.40		7.50
Performance ratios
Return on average shareholders’ equity		10.64	%		9.40	%		9.07	%		10.49	%		14.02	%		13.27	%				10.07	%		13.63	%
Return on average tangible shareholders’ equity		19.85	%		17.78	%		13.14	%		15.51	%		14.77	%		14.07	%				18.87	%		14.41	%
Return on average assets		1.06	%		0.93	%		0.95	%		1.12	%		1.40	%		1.29	%				1.01	%		1.35	%
Return on average tangible assets		1.17	%		1.05	%		1.04	%		1.21	%		1.43	%		1.32	%				1.11	%		1.38	%
Net interest margin (FTE)		4.14	%		3.92	%		4.20	%		4.16	%		4.10	%		4.09	%				4.06	%		4.09	%
Yield on earning assets (FTE)		6.36	%		5.89	%		5.74	%		5.69	%		5.64	%		5.67	%				6.16	%		5.65	%
Average earning assets to average assets		88.10	%		87.54	%		89.10	%		89.52	%		91.10	%		90.79	%				87.78	%		91.17	%
Average loans to average deposits		90.75	%		90.75	%		84.13	%		82.46	%		77.17	%		76.09	%				92.07	%		75.96	%
Noninterest income (less securities gains/ losses) to average assets		1.71	%		1.68	%		1.82	%		1.98	%		2.26	%		2.25	%				1.71	%		2.26	%
Noninterest expense to average assets		3.57	%		3.58	%		3.92	%		3.86	%		3.94	%		3.80	%				3.60	%		3.87	%
Net overhead ratio		1.86	%		1.91	%		2.09	%		1.88	%		1.68	%		1.56	%				1.90	%		1.61	%
Efficiency ratio (FTE)		66.80	%		70.44	%		73.67	%		67.22	%		62.96	%		63.72	%				68.58	%		63.33	%

* Percent variance not meaningful

RENASANT CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

							2004												2nd Qtr 2005 - 2nd Qtr 2004 Percent Variance		For the Six Months Ended June 30,
	Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter					2005			2004			Percent Variance
Average balances
Total assets	$	2,340,597		$	2,339,201		$	1,699,207		$	1,681,430		$	1,440,130		$	1,439,689		62.53		$	2,339,899		$	1,436,010		62.94
Earning assets		2,062,124			2,047,770			1,514,042			1,505,190			1,311,945			1,307,160		57.18			2,054,063			1,309,271		56.89
Securities		420,463			452,818			377,482			388,286			403,959			405,543		4.09			435,497			404,469		7.67
Loans, net of unearned		1,611,143			1,576,877			1,128,631			1,103,362			897,219			871,897		79.57			1,594,200			884,558		80.23
Intangibles		101,385			101,453			48,128			51,483			5,697			5,797		*			101,403			5,784		*
Non-interest bearing deposits		234,946			229,638			195,732			182,542			160,744			140,084		46.16			231,996			162,979		42.35
Interest bearing deposits		1,515,318			1,483,677			1,143,957			1,153,291			999,160			1,003,744		51.66			1,499,585			1,001,450		49.74
Total deposits		1,750,264			1,713,315			1,339,689			1,335,833			1,159,904			1,143,828		50.90			1,731,581			1,164,429		48.71
Other borrowings		333,710			371,855			161,263			149,590			123,197			113,586		170.88			348,480			118,392		194.34
Shareholders’ equity		233,908			232,348			178,591			178,855			144,306			140,084		62.09			233,645			142,370		64.11
Asset quality data
Nonaccrual loans	$	4,157		$	3,807		$	6,443		$	5,626		$	5,566		$	5,413		(25.31	)	$	4,157		$	5,566		(25.31	)
Loans 90 past due or more		2,292			3,002			2,228			2,054			1,848			3,891		24.03			2,292			1,848		24.03
Non-performing loans		6,449			6,809			8,671			7,680			7,414			9,304		(13.02	)		6,449			7,414		(13.02	)
Other real estate owned and repossessions		7,114			7,232			2,324			2,516			1,901			1,661		274.22			7,114			1,901		274.22
Non-performing assets		13,563			14,041			10,995			10,196			9,315			10,965		45.60			13,563			9,315		45.60
Net loan charge-offs	$	781		$	1,186		$	1,824		$	324		$	610		$	463		28.03		$	1,967		$	1,073		83.32
Allowance for loan losses		18,080			18,012			14,403			16,309			13,152			13,274		37.47			18,080			13,152		37.47
Non-performing loans / total loans		0.40	%		0.43	%		0.76	%		0.68	%		0.82	%		1.05	%				0.40	%		0.82	%
Non-performing assets / total assets		0.58	%		0.60	%		0.64	%		0.60	%		0.65	%		0.75	%				0.58	%		0.65	%
Allowance for loan losses / total loans		1.14	%		1.14	%		1.26	%		1.45	%		1.45	%		1.50	%				1.14	%		1.45	%
Allowance for loan losses / non-performing loans		280.35	%		264.53	%		166.30	%		212.36	%		177.39	%		142.67	%				280.35	%		177.39	%
Net loan charge-offs (annualized) / average loans		0.19	%		0.31	%		0.64	%		0.12	%		0.28	%		0.21	%				0.25	%		0.24	%
Balances at period end
Total assets	$	2,353,385		$	2,320,164		$	1,707,545		$	1,706,462		$	1,422,381		$	1,469,269		65.45		$	2,353,385		$	1,422,381		65.45
Earning assets		2,075,244			2,041,307			1,519,704			1,527,387			1,295,876			1,347,168		60.14			2,075,244			1,295,876		60.14
Securities		415,193			425,196			371,581			384,550			360,120			425,609		15.29			415,193			360,120		15.29
Mortgage loans held for sale		32,792			32,623			2,714			1,502			1,708			1,255		*			32,792			1,708		*
Loans, net of unearned		1,592,391			1,572,103			1,141,480			1,128,047			906,186			882,484		75.72			1,592,391			906,186		75.72
Intangibles		101,528			101,406			50,424			50,712			5,646			5,746		*			101,528			5,646		*
Non-interest bearing deposits	$	233,095		$	238,651		$	200,922		$	201,419		$	160,771		$	195,837		44.99		$	233,095		$	160,771		44.99
Interest bearing deposits		1,531,082			1,502,350			1,117,755			1,135,882			990,310			1,002,188		54.61			1,531,082			990,310		54.61
Total deposits		1,764,177			1,741,001			1,318,677			1,337,301			1,151,081			1,198,025		53.26			1,764,177			1,151,081		53.26
Other borrowings		334,952			324,330			191,547			172,723			115,679			112,340		189.55			334,952			115,679		189.55
Shareholders’ equity		235,454			230,892			179,042			176,712			138,276			141,286		70.28			235,454			138,276		70.28
Market value per common share		30.76			31.10			33.10			32.55			34.56			33.70					30.76			34.56
Book value per common share		22.64			22.17			19.79			19.60			16.89			17.26					22.64			16.89
Tangible book value per common share		12.88			12.44			14.22			13.97			16.20			16.56					12.88			16.20
Shareholders’ equity to assets (actual)		10.00			9.95			10.49			10.36			9.72			9.62					10.00			9.72
Tangible capital ratio		5.95			5.84			7.76			7.61			9.36			9.26					5.95			9.36
Leverage ratio		8.67			8.59			8.97			8.95			10.77			10.54					8.67			10.77
Detail of Loans by Category
Commercial, financial, agricultural	$	228,371		$	228,305		$	175,571		$	177,018		$	142,999		$	139,960		59.70		$	228,371		$	142,999		59.70
Lease financing		9,576			10,763			10,809			11,450			11,365			11,785		(15.74	)		9,576			11,365		(15.74	)
Real estate - construction		159,798			159,155			96,404			94,779			58,344			59,361		173.89			159,798			58,344		173.89
Real estate - 1-4 family mortgages		547,307			531,347			375,698			356,798			320,198			309,029		70.93			547,307			320,198		70.93
Real estate - commercial mortgages		556,694			537,800			395,048			394,386			291,012			277,517		91.30			556,694			291,012		91.30
Installment loans to individuals		90,645			104,733			87,950			93,616			82,268			84,832		10.18			90,645			82,268		10.18
Loans, net of unearned		1,592,391			1,572,103			1,141,480			1,128,047			906,186			882,484		75.72			1,592,391			906,186		75.72

* Percent variance not meaningful