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

October 18, 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 October 18, 2005, Renasant Corporation issued a press release announcing earnings for the third quarter of 2005. The press release is furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated October 18, 2005 issued by Renasant Corporation announcing third 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: October 18, 2005	/s/ E. Robinson McGraw
	E. Robinson McGraw Chairman, President & Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
99.1	Press release dated October 18, 2005 issued by Renasant Corporation announcing third 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 15% INCREASE IN

THIRD QUARTER EARNINGS PER SHARE

TUPELO, MISSISSIPPI (October 18, 2005) – Renasant Corporation (NASDAQ:RNST) (the “Company”) today announced results for the third quarter of 2005. Basic earnings per share were $.61, up 17% for the third quarter of 2005, and diluted earnings per share were $.60, up 15% for the third quarter of 2005, compared to basic and diluted earnings per share of $.52 for the third quarter of 2004. Net income for the third quarter of 2005 was $6,325,000, up 35%, or $1,634,000, from the third quarter of 2004.

“We are pleased with our third quarter performance as we begin to realize the benefits of our acquisition of Heritage Financial Holding Corporation (Heritage) and continue to build on the success of our acquisition of Renasant Bancshares. Consistent with our strategic goals, we continue to experience a low level of charge-offs and non-performing loans. Net interest margin has remained relatively steady while non-interest income has shown solid growth. We are particularly pleased that non-interest expense has declined over the last two-quarters as we realize the synergies of our acquisition,” commented Renasant Chairman and Chief Executive Officer, E. Robinson McGraw. “I think it is important to note that our footprint was spared from the wrath of Hurricane Katrina and it should have no foreseeable negative impact on our performance,” continued McGraw.

Total assets as of September 30, 2005 were $2.380 billion, an increase of 39% from December 31, 2004, reflecting primarily the acquisition of Heritage. Total loans grew 41% to $1.609 billion at the end of the third quarter of 2005 from $1.141 billion at December 31, 2004, while total deposits grew 38% to $1.818 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 September 30, 2005 grew $77,477,000, or 9% annualized and $118,643,000, or 12% annualized, respectively, from December 31, 2004.

“It is now over a year since our entry into Tennessee with the acquisition of Renasant Bancshares, and we have realized strong growth in loans and deposits for our Tennessee division of over $63 million and $35 million year-to-date, respectively. It has been less than a year since we entered into Alabama through our acquisition of Heritage, but we are beginning to realize solid loan growth. Alabama deposit growth has been robust with net year-to-date growth of $11 million, including the intentional runoff of nearly $20 million in brokered deposits which Heritage held at the time of the acquisition. In Mississippi, deposit growth has been strong at $46 million year-to-date while loan growth has been flat,” stated McGraw.

“We continue to expand our presence in new growth markets with the recent opening of a full-service banking office in a high profile East Memphis, Tennessee location and expect to open a full service banking office in Collierville, Tennessee in the first quarter of 2006,” commented McGraw. “We also opened a full service banking office in Oxford, Mississippi, which compliments our downtown presence and ATM on the campus of the University of Mississippi.

We anticipate opening additional offices in Nashville, Tennessee and in Huntsville and Birmingham, Alabama and other growth markets in 2006 and 2007 in accordance with our strategic plan,” continued McGraw.

Net interest income grew 32% to $19,739,000 for the third quarter of 2005 compared to $15,003,000 for the same period in 2004 due to loan growth and the Company’s acquisition of Heritage. Net interest margin decreased to 3.94% for the third quarter of 2005 from 4.16% for the third quarter of 2004. Factors negatively impacting net interest margin include the acquisition of Heritage, which had a lower net interest margin than the Company prior to the acquisition, the issuance of subordinated debentures to fund that acquisition and the rising cost of deposits.

Noninterest income increased 22% to $10,244,000 for the third quarter of 2005 from $8,378,000 for the third quarter of 2004. The increase in noninterest income was due to the combination of the Heritage acquisition and improvements in service charges, fees and commissions generated on the Company’s loan and deposit products, trust revenue and gains on the sale of mortgage loans. Noninterest income represented 34% of total revenue for the third quarter of 2005.

Noninterest expense was $20,564,000 for the third quarter of 2005 compared to $16,210,000 for the third quarter of 2004 due primarily to the acquisition of Heritage. When compared to the second and first quarters of 2005, noninterest expenses for the third quarter of 2005 decreased $293,000 and $399,000, respectively. The decrease reflects the planned elimination of duplicate data processing operations and staff as a result of the Heritage acquisition, reduced data processing costs through contract renegotiations with the Company’s primary vendor and planned Mississippi staff reductions.

“We elected to expense stock options at the beginning of 2001 and we anticipate the impact on 2005 earnings to be $.04 per share. Our third quarter 2005 noninterest expenses include $171,000 related to the expensing of those stock options,” stated McGraw.

The Company maintained its quality credit during the third quarter of 2005. Annualized net charge-offs as a percentage of average loans were .11% for the third quarter of 2005, down from .12% for the third quarter of 2004. Annualized net charge-offs as a percentage of average loans for the nine months ending September 30, 2005 were .20% compared to .19% for the same period in 2004. Non-performing loans as a percentage of total loans were .45% at September 30, 2005, as compared to .40% at June 30, 2005 and .43% at March 31, 2005. The allowance for loan losses as a percentage of loans was 1.15% at September 30, 2005, basically unchanged from 1.14% for June 30, 2005 and March 31, 2005. The non-performing loan coverage ratio was 256.19% at September 30, 2005 compared to 280.35% at June 30, 2005 and 264.53% at March 31, 2005. At September 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 $9,617,000 as compared to the June 30, 2005 balance of $10,604,000. The balance of these acquired loans decreased primarily due to principal reductions.

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 September 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 $47.3 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 10:00 a.m. Eastern time on Wednesday, October 19, 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 websites. The event will be archived on the Company’s website for 90 days. If Internet access is unavailable, the conference may also be heard live (listen-only) via telephone by dialing 1-800-510-9661 in the United States and entering the participant passcode 81268594.

ABOUT RENASANT CORPORATION

Renasant Corporation is the parent of Renasant Bank and Renasant Insurance. Renasant has assets of approximately $2.4 billion and operates 61 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												3rd Qtr 2005 - 3rd Qtr 2004		For the Nine Months Ended September 30,
Statement of earnings	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter			Percent Variance		2005			2004			Percent Variance
Interest income—taxable equivalent basis	$	33,249		$	32,718		$	30,146		$	21,803		$	21,538		$	18,418		$	18,441		54.37		$	96,113		$	58,397		64.59
Interest income	$	32,417		$	31,900		$	29,295		$	21,076		$	20,805		$	17,559		$	17,584		55.81		$	93,612		$	55,948		67.32
Interest expense		12,678			11,445			9,977			5,848			5,802			5,012			5,134		118.51			34,100			15,948		113.82
Net interest income		19,739			20,455			19,318			15,228			15,003			12,547			12,450		31.57			59,512			40,000		48.78
Provision for loan losses		833			847			597			(82	)		636			488			505		30.97			2,277			1,629		39.78
Net interest income after provision		18,906			19,608			18,721			15,310			14,367			12,059			11,945		31.59			57,235			38,371		49.16
Service charges on deposit accounts		4,358			4,167			3,874			3,856			4,067			3,732			3,700		7.16			12,399			11,499		7.83
Fees and commissions on loans and deposits		2,853			2,965			2,505			1,812			1,975			1,958			1,671		44.46			8,323			5,604		48.52
Insurance commissions and fees		955			906			831			887			993			890			820		(3.83	)		2,692			2,703		(0.41	)
Trust revenue		613			611			625			419			658			606			464		(6.84	)		1,849			1,728		7.00
Gain (loss) on sale of securities		—			(32	)		102			(1,130	)		51			(31	)		89		(100.00	)		70			109		(35.78	)
Gain on sale of mortgage loans		766			673			693			166			138			151			128		455.07			2,132			417		411.27
Gain on sale of merchant business		—			—			—			—			—			1,000			—		—			—			1,000		(100.00	)
Merchant discounts		2			2			2			39			7			270			356		(71.43	)		6			633		(99.05	)
Other		697			659			1,271			570			489			543			943		42.54			2,627			1,975		33.01
Total non-interest income		10,244			9,951			9,903			6,619			8,378			9,119			8,171		22.27			30,098			25,668		17.26
Salaries and employee benefits		11,696			11,520			11,459			8,755			9,106			7,952			7,593		28.44			34,675			24,651		40.66
Occupancy and equipment		2,220			2,222			2,605			2,406			2,095			1,727			1,566		5.97			7,047			5,388		30.79
Data processing		966			962			1,044			1,159			1,020			1,141			1,163		(5.29	)		2,972			3,324		(10.59	)
Amortization of intangibles		557			571			586			389			403			100			123		38.21			1,714			626		173.80
Other		5,125			5,582			5,269			3,922			3,586			3,262			3,241		42.92			15,976			10,089		58.35
Total non-interest expense		20,564			20,857			20,963			16,631			16,210			14,182			13,686		26.86			62,384			44,078		41.53
Income before income taxes		8,586			8,702			7,661			5,298			6,535			6,996			6,430		31.38			24,949			19,961		24.99
Income taxes		2,261			2,495			2,202			1,250			1,844			1,939			1,783		22.61			6,958			5,566		25.01
Net income (loss)	$	6,325		$	6,207		$	5,459		$	4,048		$	4,691		$	5,057		$	4,647		34.83		$	17,991		$	14,395		24.98
Basic earnings per share	$	0.61		$	0.60		$	0.52		$	0.45		$	0.52		$	0.61		$	0.57		17.31		$	1.73		$	1.70		1.76
Diluted earnings per share		0.60			0.59			0.52			0.45			0.52			0.61			0.57		15.38			1.71			1.70		0.59
Average basic shares outstanding		10,396,579			10,400,330			10,406,243			9,024,384			8,977,549			8,186,826			8,191,530		15.81			10,399,915			8,453,886		23.02
Average diluted shares outstanding		10,511,212			10,518,760			10,560,330			9,081,944			9,042,695			8,207,941			8,212,533		16.24			10,512,291			8,481,369		23.95
Common shares outstanding		10,380,372			10,397,897			10,412,775			9,046,997			9,018,145			8,186,826			8,186,826		15.11			10,380,372			9,018,145		15.11
Cash dividend per common share	$	0.22		$	0.22		$	0.21		$	0.21		$	0.21		$	0.20		$	0.20		4.76		$	0.65		$	0.61		6.56
Performance ratios
Return on average shareholders' equity		10.57	%		10.64	%		9.40	%		9.07	%		10.49	%		14.02	%		13.27	%				10.25	%		12.55	%
Return on average tangible shareholders' equity		19.44	%		19.85	%		17.78	%		13.14	%		15.51	%		14.77	%		14.07	%				19.12	%		14.94	%
Return on average assets		1.07	%		1.06	%		0.93	%		0.95	%		1.12	%		1.40	%		1.29	%				1.03	%		1.26	%
Return on average tangible assets		1.17	%		1.17	%		1.05	%		1.04	%		1.21	%		1.43	%		1.32	%				1.14	%		1.32	%
Net interest margin (FTE)		3.94	%		4.14	%		3.98	%		4.20	%		4.16	%		4.10	%		4.09	%				4.02	%		4.12	%
Yield on earning assets (FTE)		6.36	%		6.36	%		5.95	%		5.74	%		5.69	%		5.64	%		5.67	%				6.24	%		5.67	%
Average earning assets to average assets		88.06	%		88.10	%		87.54	%		89.10	%		89.52	%		91.10	%		90.79	%				87.90	%		90.41	%
Average loans to average deposits		90.68	%		90.75	%		90.75	%		84.13	%		82.46	%		77.17	%		76.09	%				91.52	%		78.35	%
Noninterest income (less securities gains/losses) to average assets		1.73	%		1.71	%		1.68	%		1.82	%		1.98	%		2.26	%		2.25	%				1.71	%		2.24	%
Noninterest expense to average assets		3.47	%		3.57	%		3.58	%		3.92	%		3.86	%		3.94	%		3.80	%				3.56	%		3.87	%
Net overhead ratio		1.74	%		1.86	%		1.91	%		2.09	%		1.88	%		1.68	%		1.56	%				1.85	%		1.63	%
Efficiency ratio (FTE)		66.73	%		66.80	%		69.71	%		73.67	%		67.22	%		62.96	%		63.72	%				67.73	%		64.71	%

*Percent variance not meaningful

RENASANT CORPORATION

(Unaudited)

(Dollars in thousands, except per share data)

Average balances	2005									2004												3rd Qtr 2005 - 3rd Qtr 2004 Percent Variance		For the Nine Months Ended September 30,
	Third Quarter			Second Quarter			First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter					2005			2004			Percent Variance
Total assets	$	2,353,914		$	2,340,597		$	2,339,201		$	1,699,207		$	1,681,430		$	1,440,130		$	1,439,689		39.99		$	2,344,625		$	1,521,336		54.12
Earning assets		2,072,762			2,062,124			2,047,770			1,514,042			1,505,190			1,311,945			1,307,160		37.71			2,060,977			1,375,497		49.84
Securities		408,161			420,463			452,818			377,482			388,286			403,959			405,543		5.12			426,984			399,479		6.89
Loans, net of unearned		1,640,121			1,611,143			1,576,877			1,128,631			1,103,362			897,219			871,897		48.65			1,609,675			958,025		68.02
Intangibles		101,323			101,385			101,453			48,128			51,483			5,697			5,797		96.81			101,387			21,010		*
Non-interest bearing deposits		235,611			234,946			229,638			195,732			182,542			160,744			140,084		29.07			233,420			170,365		37.01
Interest bearing deposits		1,573,085			1,515,318			1,483,677			1,143,957			1,153,291			999,160			1,003,744		36.40			1,525,390			1,052,434		44.94
Total deposits		1,808,696			1,750,264			1,713,315			1,339,689			1,335,833			1,159,904			1,143,828		35.40			1,758,810			1,222,799		43.83
Other borrowings		289,849			333,710			371,855			161,263			149,590			123,197			113,586		93.76			331,504			128,867		157.25
Shareholders' equity		237,386			233,908			232,348			178,591			178,855			144,306			140,084		32.73			234,566			153,184		53.13
Asset quality data
Nonaccrual loans	$	3,803		$	4,157		$	3,807		$	6,443		$	5,626		$	5,566		$	5,413		(32.40	)	$	3,803		$	5,626		(32.40	)
Loans 90 past due or more		3,398			2,292			3,002			2,228			2,054			1,848			3,891		65.43			3,398			2,054		65.43
Non-performing loans		7,201			6,449			6,809			8,671			7,680			7,414			9,304		(6.24	)		7,201			7,680		(6.24	)
Other real estate owned and repossessions		6,646			7,114			7,232			2,324			2,516			1,901			1,661		164.15			6,646			2,516		164.15
Non-performing assets		13,847			13,563			14,041			10,995			10,196			9,315			10,965		35.81			13,847			10,196		35.81
Net loan charge-offs	$	465		$	781		$	1,186		$	1,824		$	324		$	610		$	463		43.52		$	2,432		$	1,397		74.09
Allowance for loan losses		18,448			18,080			18,012			14,403			16,309			13,152			13,274		13.12			18,448			16,309		13.12
Non-performing loans / total loans		0.45	%		0.40	%		0.43	%		0.76	%		0.68	%		0.82	%		1.05	%				0.45	%		0.68	%
Non-performing assets / total assets		0.58	%		0.58	%		0.60	%		0.64	%		0.60	%		0.65	%		0.75	%				0.58	%		0.60	%
Allowance for loan losses / total loans		1.15	%		1.14	%		1.14	%		1.26	%		1.45	%		1.45	%		1.50	%				1.15	%		1.45	%
Allowance for loan losses / non-performing loans		256.19	%		280.35	%		264.53	%		166.30	%		212.36	%		177.39	%		142.67	%				256.19	%		212.36	%
Net loan charge-offs (annualized) / average loans		0.11	%		0.19	%		0.31	%		0.64	%		0.12	%		0.28	%		0.21	%				0.20	%		0.19	%
Balances at period end
Total assets	$	2,379,793		$	2,353,385		$	2,320,164		$	1,707,545		$	1,706,462		$	1,422,381		$	1,469,269		39.46		$	2,379,793		$	1,706,462		39.46
Earning assets		2,073,678			2,075,244			2,041,307			1,519,704			1,527,387			1,295,876			1,347,168		35.77			2,073,678			1,527,387		35.77
Securities		400,786			415,193			425,196			371,581			384,550			360,120			425,609		4.22			400,786			384,550		4.22
Mortgage loans held for sale		42,865			32,792			32,623			2,714			1,502			1,708			1,255		*			42,865			1,502		*
Loans, net of unearned		1,608,697			1,592,391			1,572,103			1,141,480			1,128,047			906,186			882,484		42.61			1,608,697			1,128,047		42.61
Intangibles		100,766			101,528			101,406			50,424			50,712			5,646			5,746		98.70			100,766			50,712		98.70
Non-interest bearing deposits	$	244,086		$	233,095		$	238,651		$	200,922		$	201,419		$	160,771		$	195,837		21.18		$	244,086		$	201,419		21.18
Interest bearing deposits		1,574,232			1,531,082			1,502,350			1,117,755			1,135,882			990,310			1,002,188		38.59			1,574,232			1,135,882		38.59
Total deposits		1,818,318			1,764,177			1,741,001			1,318,677			1,337,301			1,151,081			1,198,025		35.97			1,818,318			1,337,301		35.97
Other borrowings		299,076			334,952			324,330			191,547			172,723			115,679			112,340		73.15			299,076			172,723		73.15
Shareholders' equity		237,211			235,454			230,892			179,042			176,712			138,276			141,286		34.24			237,211			176,712		34.24
Market value per common share		31.65			30.76			31.10			33.10			32.55			34.56			33.70					31.65			32.55
Book value per common share		22.85			22.64			22.17			19.79			19.60			16.89			17.26					22.85			19.60
Tangible book value per common share		13.14			12.88			12.44			14.22			13.97			16.20			16.56					13.14			13.97
Shareholders' equity to assets (actual)		9.97			10.00			9.95			10.49			10.36			9.72			9.62					9.97			10.36
Tangible capital ratio		5.99			5.95			5.84			7.76			7.61			9.36			9.26					5.99			7.61
Leverage ratio		8.79			8.67			8.59			8.97			8.95			10.77			10.54					8.79			8.95
Detail of Loans by Category
Commercial, financial, agricultural	$	224,673		$	228,371		$	228,305		$	175,571		$	177,018		$	142,999		$	139,960		26.92		$	224,673		$	177,018		26.92
Lease financing		8,143			9,576			10,763			10,809			11,450			11,365			11,785		(28.88	)		8,143			11,450		(28.88	)
Real estate—construction		162,694			159,798			159,155			96,404			94,779			58,344			59,361		71.66			162,694			94,779		71.66
Real estate—1-4 family mortgages		558,616			547,307			531,347			375,698			356,798			320,198			309,029		56.56			558,616			356,798		56.56
Real estate—commercial mortgages		570,849			556,694			537,800			395,048			394,386			291,012			277,517		44.74			570,849			394,386		44.74
Installment loans to individuals		83,722			90,645			104,733			87,950			93,616			82,268			84,832		(10.57	)		83,722			93,616		(10.57	)
Loans, net of unearned		1,608,697			1,592,391			1,572,103			1,141,480			1,128,047			906,186			882,484		42.61			1,608,697			1,128,047		42.61