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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.
20549
 FORM
10Q  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2005OR
 o
    
    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 1-11826 MIDSOUTH BANCORP, INC.  Louisiana
    
    72 -1020809(State of other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 102 Versailles Boulevard, Lafayette, Louisiana 70501
(Address of principal executive offices, including zip code) (337) 237-8343
(Registrants telephone number, including area code) Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act 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 þ No o Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act). YES o NO þ As of April 30, 2005,
there were 4,465,931 shares of the registrants Common Stock, par
value $.10 per share, outstanding.   1




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INDEX TO FORM 10-Q REPORT PagePART 1
 FINANCIAL INFORMATIONItem 1. Interim Financial Statements (Unaudited)Consolidated Statements of Condition as of March 31, 2005 and December 31, 2004
    
    
    3Consolidated Statements of Income for the Three Months Ended March 31, 2005 and 2004
    
    
    4Consolidated Statement of Stockholders Equity for the Three Months Ended March 31, 2005
    
    
    5Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4. Controls and Procedures
    
    
    20PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3. Defaults upon Senior Securities
    
    
    21Item 4. Submission of Matters to a Vote of Security Holders
    
    
    21Item 5. Other Information
    
    
    21Item 6. Exhibits and Reports on Form 8-K
    
    
    21Signatures
    
    
    23Computation of earnings per shareCertification pursuant to Rules 13a-14aCertification pursuant to Rule 13a-14aCertification pursuant to Section 906Certification pursuant to Section 906
  2




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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)
 March 31,
    
    
    December 31,2005
    
    
    2004ASSETSCash and due from banks
    
    $
    16,051,098
    
    
    $
    17,394,278Federal funds sold
    
    
    21,900,000Total cash and cash equivalents
    
    
    37,951,098
    
    
    
    17,394,278Interest bearing deposits in banks
    
    
    36,430
    
    
    
    2,572Securities available-for-sale, at fair value (cost of $136,258,703
at March 31, 2005 and $145,234,885 at December 31, 2004)
    
    
    135,209,516
    
    
    
    145,814,186Securities held-to-maturity (estimated fair value of $22,866,430
at March 31, 2005 and $24,170,815 at December 31, 2004)
    
    
    21,929,818
    
    
    
    22,851,772Loans, net of allowance for loan losses of $4,052,554
at March 31, 2005 and $3,850,636 at December 31, 2004
    
    
    386,928,117
    
    
    
    382,620,785Bank premises and equipment, net
    
    
    20,273,418
    
    
    
    19,338,275Other real estate owned, net
    
    
    245,901
    
    
    
    444,527Accrued interest receivable
    
    
    3,687,195
    
    
    
    3,880,475Goodwill
    
    
    9,269,506
    
    
    
    9,175,488Other assets
    
    
    7,755,715
    
    
    
    8,565,514Total assets
    
    $
    623,286,714
    
    
    $
    610,087,872LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Non-interest bearing
    
    $
    132,131,176
    
    
    $
    124,659,052Interest bearing
    
    
    415,084,179
    
    
    
    405,723,740Total deposits
    
    
    547,215,355
    
    
    
    530,382,792Securities sold under repurchase
agreements and federal funds purchased
    
    
    3,873,908
    
    
    
    12,412,224Accrued interest payable
    
    
    610,220
    
    
    
    751,112FHLB Advances
    
    
    5,000,000Junior subordinated debenture
    
    
    15,465,000
    
    
    
    15,465,000Other liabilities
    
    
    2,027,443
    
    
    
    2,503,843Total liabilities
    
    
    574,191,926
    
    
    
    561,514,971Commitments and contingencies
    
    
    
    
    
    
    Stockholders Equity:Common stock, $.10 par value- 10,000,000 shares authorized,
4,487,135 and 4,487,135 issued and 4,450,236 and 4,454,256
outstanding at March 31, 2005 and December 31, 2004,
respectively
    
    
    448,713
    
    
    
    448,713Surplus
    
    
    30,284,642
    
    
    
    30,247,142




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##### Table of Contents



March 31,
    
    
    December 31,2005
    
    
    2004Unearned ESOP shares
    
    
    (60,840
    )
    
    
    (65,314
    )Unrealized losses/gains on securities available-for-sale,
net of deferred taxes (benefit) of ($356,724) at March 31,
2005 and of $206,900 at December 31, 2004
    
    
    (692,464
    )
    
    
    372,402Treasury stock - 36,899 and 32,879 shares, at cost
    
    
    (873,166
    )
    
    
    (759,987
    )Retained earnings
    
    
    19,987,903
    
    
    
    18,329,945Total stockholders equity
    
    
    49,094,788
    
    
    
    48,572,901Total liabilities and stockholders equity
    
    $
    623,286,714
    
    
    $
    610,087,872
 See notes to unaudited consolidated financial statements.




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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES 
  
 Three Months EndedMarch 31,2005
    
    
    2004INTEREST INCOME:Loans, including fees
    
    $
    7,167,361
    
    
    $
    4,943,932SecuritiesTaxable
    
    
    762,407
    
    
    
    627,543Nontaxable
    
    
    656,481
    
    
    
    538,508Federal funds sold
    
    
    51,400
    
    
    
    20,258TOTAL
    
    
    8,637,649
    
    
    
    6,130,241INTEREST EXPENSE:Deposits
    
    
    1,877,238
    
    
    
    895,199Securities sold under repurchase agreements,
federal funds purchased and advances
    
    
    60,651
    
    
    
    28,636Long term debt
    
    
    274,493
    
    
    
    172,967TOTAL
    
    
    2,212,382
    
    
    
    1,096,802NET INTEREST INCOME
    
    
    6,425,267
    
    
    
    5,033,439PROVISION FOR LOAN LOSSES
    
    
    314,000
    
    
    
    230,000NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
    
    
    6,111,267
    
    
    
    4,803,439OTHER OPERATING INCOME:Service charges on deposits
    
    
    2,127,714
    
    
    
    1,402,986Gains on securities, net
    
    
    385Credit life insurance
    
    
    50,549
    
    
    
    20,173Other charges and fees
    
    
    1,253,894
    
    
    
    438,213TOTAL OTHER INCOME
    
    
    3,432,542
    
    
    
    1,861,372OTHER EXPENSES:Salaries and employee benefits
    
    
    3,202,752
    
    
    
    2,151,300Occupancy expense
    
    
    1,255,492
    
    
    
    980,593Other
    
    
    2,495,039
    
    
    
    1,265,687TOTAL OTHER EXPENSES
    
    
    6,953,283
    
    
    
    4,397,580INCOME BEFORE INCOME TAXES
    
    
    2,590,526
    
    
    
    2,267,231PROVISION FOR INCOME TAXES
    
    
    657,103
    
    
    
    606,283NET INCOME
    
    $
    1,933,423
    
    
    $
    1,660,948




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Three Months EndedMarch 31,2005
    
    
    2004EARNINGS PER SHAREBasic
    
    $
    0.43
    
    
    $
    0.42Diluted
    
    $
    0.42
    
    
    $
    0.40
 See notes to unaudited consolidated financial statements.




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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 FOR THE THREE MONTHS ENDED MARCH 31, 2005 (UNAUDITED)
 
 UNREALIZEDGAINS (LOSSES)COMMON STOCK
    
    
    
    
    
    
    ESOP
    
    
    ON SECURITIES
    
    
    TREASURY
    
    
    RETAINEDSHARES
    
    
    AMOUNT
    
    
    SURPLUS
    
    
    OBLIGATION
    
    
    AFS, NET
    
    
    STOCK
    
    
    EARNINGS
    
    
    TOTALBalance  January 1, 2005
    
    
    4,487,135
    
    
    $
    448,713
    
    
    $
    30,247,142
    
    
    
    ($65,314
    )
    
    
    $372,402
    
    
    
    ($759,987
    )
    
    $
    18,329,945
    
    
    $
    48,572,901Dividends on
common stock, $.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (265,465
    )
    
    
    (265,465
    )Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (113,179
    )
    
    
    
    
    
    
    (113,179
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,923,423
    
    
    
    1,923,423Excess of market value over
book value of ESOP shares
released
    
    
    
    
    
    
    
    
    
    
    37,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,500ESOP obligation repayments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,474
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,474Net change in unrealized
gain/loss on securities
available-for-sale, net of
income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,064,866
    )
    
    
    
    
    
    
    
    
    
    
    (1,064,866
    )Balance  March 31, 2005
    
    
    4,487,135
    
    
    $
    448,713
    
    
    $
    30,284,642
    
    
    
    ($60,840
    )
    
    
    ($692,464
    )
    
    
    ($873,166
    )
    
    $
    19,987,903
    
    
    $
    49,094,788
 See notes to unaudited consolidated financial statements.




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##### Table of Contents



MIDSOUTH BANCORP, INC. AND SUBSIDIARIES 
   
 March 31,
    
    
    March 31,2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,923,423
    
    
    $
    1,660,948Adjustments to reconcile net income
to net cash provided by operating activities:Depreciation and amortization
    
    
    474,190
    
    
    
    386,126Provision for loan losses
    
    
    314,000
    
    
    
    230,000Deferred income taxes
    
    
    140,720
    
    
    
    69,828Amortization of premiums on securities, net
    
    
    35,734
    
    
    
    232,271Change in accrued interest receivable
    
    
    193,280
    
    
    
    272,670Change in accrued interest payable
    
    
    (140,892
    )
    
    
    (163,967
    )Other, net
    
    
    1,097,710
    
    
    
    467,024NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    4,038,165
    
    
    
    3,154,900CASH FLOWS FROM INVESTING ACTIVITIES:Net (increase) decrease in interest-bearing deposits in banks
    
    
    (33,858
    )
    
    
    4,507Proceeds from sales of securities available-for-sale
    
    
    9,679,015Proceeds from maturities and calls of securities held-to-maturity
    
    
    921,954Proceeds from maturities and calls of securities available-for-sale
    
    
    9,734,290
    
    
    
    6,734,014Purchases of securities available-for-sale
    
    
    (10,473,242
    )
    
    
    (6,769,484
    )Loan originations, net of repayments
    
    
    (4,778,383
    )
    
    
    (2,457,922
    )Purchases of premises and equipment
    
    
    (1,472,179
    )
    
    
    (176,314
    )Proceeds from sales of other real estate owned
    
    
    294,201NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
    
    
    3,871,798
    
    
    
    (2,665,199
    )CASH FLOWS FROM FINANCING ACTIVITIES:Net increase in deposits
    
    
    16,832,563
    
    
    
    33,137,962Net decrease in securities sold under repurchase
agreements, federal funds purchased, and FHLB borrowings
    
    
    (3,538,316
    )
    
    
    (12,946,950
    )Purchase/transfer of treasury stock
    
    
    (113,179
    )
    
    
    21,194Payment of dividends
    
    
    (534,211
    )
    
    
    (510,810
    )Issuance of common stock
    
    
    
    
    
    
    84,367NET CASH PROVIDED BY FINANCING ACTIVITIES
    
    
    12,646,857
    
    
    
    19,785,763NET INCREASE IN CASH & CASH EQUIVALENTS
    
    
    20,556,820
    
    
    
    20,275,464CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    17,394,278
    
    
    
    13,833,857CASH & CASH EQUIVALENTS AT END OF PERIOD
    
    $
    37,951,098
    
    
    $
    34,109,321
 See notes to unaudited consolidated financial statements.




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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES 
   1.
    STATEMENT BY MANAGEMENT CONCERNING UNAUDITED FINANCIAL INFORMATION The accompanying unaudited consolidated financial statements and notes thereto contain all
adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in
accordance with accounting principles generally accepted in the United States of America,
the financial position of MidSouth Bancorp, Inc. (MidSouth) and its subsidiaries as of
March 31, 2005 and the results of their operations and their cash flows for the periods
presented. These consolidated financial statements should be read in conjunction with the
annual consolidated financial statements and the notes thereto included in MidSouths 2004
annual report and Form 10K. The results of operations for the three month period ended March 31, 2005 are not
necessarily indicative of the results to be expected for the entire year. MidSouth applies Accounting Practices Board (APB) Opinion No. 25 and related
interpretations in accounting for its stock options. Accordingly, no compensation cost
has been recognized. MidSouth has adopted the disclosure-only option under SFAS
No. 123. Had compensation costs for MidSouths stock options been determined
based on the fair value at the grant date, consistent with the method under SFAS No. 123,
MidSouths net income and earnings per share would have been as indicated below: Three Months EndedMarch 31,2005
    
    
    2004(in thousands):Net earnings available to
common stockholders(in thousands):As reported
    
    $
    1,923
    
    
    $
    1,661Deduct total stock based
compensation determined
under fair value method
    
    
    (15
    )
    
    
    (13
    )Pro forma
    
    $
    1,908
    
    
    $
    1,648Basic earnings per share:As reported
    
    $
    0.43
    
    
    $
    0.42Pro forma
    
    $
    0.43
    
    
    $
    0.41Diluted earnings per share:As reported
    
    $
    0.42
    
    
    $
    0.40Pro forma
    
    $
    0.41
    
    
    $
    0.40
 7




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2.
    ALLOWANCE FOR LOAN AND LOSSESAn analysis of the activity in the allowance for loan losses is as follows: Three Months EndedMarch 31,(in thousands)
    
    2005
    
    
    2004Balance at beginning of period
    
    $
    3,851
    
    
    $
    2,790Provision for loan losses
    
    
    314
    
    
    
    230Recoveries
    
    
    32
    
    
    
    59Loans charged off
    
    
    (144
    )
    
    
    (172
    )Balance at end of period
    
    $
    4,053
    
    
    $
    2,907
  3.
    COMPREHENSIVE INCOMEComprehensive income includes net income and other comprehensive income (losses) which,
in the case of MidSouth, only includes unrealized gains and losses on securities available-for-sale.
Following is a summary of MidSouths comprehensive income for the three month periods ended
March 31, 2005 and 2004. Three Months EndedMarch 31,(in thousands)
    
    2005
    
    
    2004Net income
    
    $
    1,923
    
    
    $
    1,661Other comprehensive (loss) incomeUnrealized (losses) gains on securities
available-for-sale, net:Unrealized holding gains (losses)
arising during the period
    
    
    (1,065
    )
    
    
    350Less reclassification adjustment for
gains (losses) included in net
incomeTotal other comprehensive (loss) gain
income
    
    
    (1,065
    )
    
    
    350Total comprehensive income
    
    $
    858
    
    
    $
    2,011
 8




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##### Table of Contents



Part 1. Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS MidSouth Bancorp, Inc. (MidSouth) is a multi-bank holding company that conducts substantially
all of its business through its wholly-owned subsidiary banks (the Banks), MidSouth Bank, N. A.,
headquartered in Lafayette, Louisiana and Lamar Bank, headquartered in Beaumont, Texas. Following
is managements discussion of factors that management believes are among those necessary for an
understanding of MidSouths financial statements. The discussion should be read in conjunction
with MidSouths consolidated financial statements and the notes thereto presented herein and with
the financial statements, the notes thereto and related Managements Discussion & Analysis in
MidSouths 10-K for the year ended December 31, 2004. Forward Looking Statements The Private Securities Litigation Act of 1995 provides a safe harbor for disclosure of information
about a companys anticipated future financial performance. This act protects a company from
unwarranted litigation if actual results differ from management expectations. This managements
discussion and analysis reflects managements current views and estimates of future economic
circumstances, industry conditions, MidSouths performance and financial results based on
reasonable assumptions. A number of factors and uncertainties could cause actual results to differ
materially from the anticipated results and expectations expressed in the discussion. These
factors and uncertainties include, but are not limited to:  changes in interest rates and market prices that could affect the net interest margin,
asset valuation, and expense levels;  changes in local economic and business conditions that could adversely affect customers
and their ability to repay borrowings under agreed upon terms and/or adversely affect the value of
the underlying collateral related to the borrowings;  increased competition for deposits and loans which could affect rates and terms;  changes in the levels of prepayments received on loans and investment securities that
adversely affect the yield and value of the earning assets;  a deviation in actual experience from the underlying assumptions used to determine and
establish the Allowance for Loan Losses (ALL);  changes in the availability of funds resulting from reduced liquidity or increased costs;  the timing and impact of future acquisitions, the success or failure of integrating
operations, and the ability to capitalize on growth opportunities upon entering new markets;  the ability to acquire, operate and maintain effective and efficient operating systems;  increased asset levels and changes in the composition of assets which would impact capital
levels and regulatory capital ratios;  loss of critical personnel and the challenge of hiring qualified personnel at reasonable
compensation levels;  changes in government regulations applicable to financial holding companies and banking;  and acts of terrorism, weather, or other events beyond MidSouths control. 9




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Critical Accounting Policies Certain critical accounting policies affect the more significant judgments and estimates used in
the preparation of the consolidated financial statements. MidSouths most critical accounting
policy relates to its allowance for loan losses, which reflects the estimated losses resulting from
the inability of its borrowers to make loan payments. If the financial condition of its borrowers
were to deteriorate, resulting in an impairment of their ability to make payments, MidSouths
estimates would be updated and additional provisions for loan losses may be required. See  -
Asset Quality  Nonperforming Assets and Loans Past Due 90 Days and Over. Another of MidSouths
critical accounting policies relates to its goodwill and intangible assets. Goodwill represents
the excess of the purchase price over the fair value of net assets acquired. In accordance with
SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not amortized, but is evaluated
for impairment annually. If the fair value of an asset exceeds the carrying amount of the asset,
no charge to goodwill is made. If the carrying amount exceeds the fair value of the asset,
goodwill will be adjusted through a charge to earnings. Results of Operations First quarter 2005 net income totaled $1,923,000, a 15.8% increase over the $1,661,000 for the
first quarter of 2004 and 18.8% over fourth quarter 2004 net income of $1,619,000. Basic earnings
per share were $.43 for the quarter ended March 31, 2005, compared to $.42 per share reported for
the first quarter of 2004, and $.36 per share earned in the fourth quarter of 2004. Diluted
earnings per share were $.42 for the first quarter of 2005 compared to $.40 per share for the first
quarter of 2004 and $.35 for the fourth quarter of 2004. Return on average equity was 15.79% for
the first quarter of 2005 compared to 20.05% for the first quarter of 2004. Earnings per share and
return on average common equity for 2005 were affected by the issuance of stock in connection with
MidSouth Bancorp, Inc.s (MidSouths) merger with Lamar Bancshares, Inc., the parent company of
Lamar Bank (Lamar) on October 1, 2004. The leverage capital ratio was 8.96% at both March 31,
2005 and March 31, 2004. Total consolidated assets increased $168.2 million or 36.9%, from $455.1 million at the end of the
first quarter of 2004 to $623.3 million at the end of the first quarter of 2005. Total loans grew
$126.8 million or 48.0%, from $264.2 million at March 31, 2004 to $391.0 million at March 31, 2005,
primarily in commercial and real estate loans. Nonperforming assets, including loans 90 days or
more past due, totaled $1.4 million at March 31, 2005. As a percentage of total assets,
nonperforming assets decreased from .35% at March 31, 2004 to .22% at March 31, 2005. Net
charge-offs to total loans decreased from .04% to .03% for the same periods, respectively. Total
deposits increased $139.7 million or 34.3%, from $407.5 million at March 31, 2004 to $547.2 million
at March 31, 2005. Other than the Lamar merger, deposit growth has been primarily in MidSouths
new Platinum money market accounts introduced in March of 2004. Additionally, the core
non-interest bearing demand accounts have continued to grow and remain approximately 24% of total
deposits at March 31, 2005. Most of the growth reflected in balance sheet comparison of first
quarter 2005 with first quarter 2004 resulted from 10




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the Lamar merger. Included in MidSouths earnings for the first quarter of 2005 is a $538,000 distribution received
by its subsidiary MidSouth Bank, N.A. (MidSouth Bank) from PULSE EFT Association. MidSouth Bank
was entitled to the distribution as consideration in a merger between PULSE and a subsidiary of
Discover Financial Services, Inc. The increased earnings from the distribution were partially
offset by a charge to earnings at MidSouth Bank due a $102,000 write-down on a branch facility that
was removed and replaced with a new building. The net after-tax effect of these non-recurring
income and expense charges to first quarter 2005 earnings was an increase of approximately
$288,000. Also included in first quarter 2005 earnings are the financial results of Lamar, MidSouths newest
subsidiary acquired on October 1, 2004. Lamar contributed net interest income of approximately
$1.1 million, non-interest income of approximately $530,000 and non-interest expenses of
approximately $1.6 million to consolidated net income for the first quarter of 2005. Consolidated
earnings were impacted by the related amortization of core deposit intangibles of approximately
$77,000, net of income taxes. Net interest income for the first quarter of 2005 increased $1.4 million or 27.7% compared to the
first quarter of 2004. Of the $1.4 million, approximately $1.1 million was attributed to the
addition of Lamars net interest income and the remaining $300,000 attributed to an increase in
MidSouth Banks net interest income. Although MidSouth Banks total interest income increased
approximately $1 million in comparing first quarter 2005 to first quarter 2004, the increase was
mostly offset by a $700,000 increase in interest expense on deposits. The increase in interest
expense resulted from a higher average volume of interest-bearing deposits that began adjusting to
market rates weekly on January 1, 2005. The increase in the costs of these market-indexed deposits
also contributed to the $136,000 decrease in net interest income in comparing first quarter 2005
with fourth quarter 2004. Non-interest income for the first quarter 2005 compared to the first quarter 2004, net of the
$538,000 distribution from PULSE, increased $1.0 million. Lamar contributed approximately $530,000
to the increase in non-interest income, primarily in service charges on deposit accounts inclusive
of insufficient funds fees. Additionally, MidSouth Banks service charges on deposit accounts
increased $402,000, primarily due to a higher volume of demand deposit accounts. Non-interest expense increased $2.6 million from first quarter 2004 to first quarter 2005,
primarily due to Lamar expenses totaling $1.6 million. Of the remaining $1 million increase in
non-interest expenses, approximately $385,000 was attributed to salaries and benefits, $169,000 to
occupancy expenses, $149,000 to marketing expenses, and $106,000 to accounting fees accrued for
Sarbanes-Oxley internal controls review scheduled in 2005. The $102,000 write-down on a branch
facility was also included in the increase. Earnings AnalysisNet Interest Income The primary source of earnings for MidSouth is the difference between interest earned on loans and
investments (earning assets) and interest paid on deposits and other liabilities 11




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##### Table of Contents



(interest-bearing liabilities). Changes in the volume and mix of earning assets and
interest-bearing liabilities combined with changes in market rates of interest greatly affect net
interest income. MidSouths net interest margin on a taxable-equivalent basis, which is net income as a percentage
of average earning assets, was 4.87% at March 31, 2005, down 29 basis points from 5.16% at March
31, 2004. Tables 1 and 2 analyze the changes in taxable-equivalent net interest income for the two
quarters ended March 31, 2005 and 2004. Average earning assets increased $149.0 million or 36.5%, from $408.2 million in 2004 to $557.2
million in 2005, primarily due to earning assets acquired from Lamar. The average yield on earning
assets improved 24 basis points, from 6.24% at March 31, 2004 to 6.48% at March 31, 2005. The mix
of average earning assets also improved, as loans represented 70% of average earning assets in the
first quarter of 2005 compared to 64% in the first quarter of 2004. Loan yields declined 16 basis
points, due to lower yields in the consumer portfolio. Consumer yields dropped primarily due to
the addition of approximately $30 million in installment loans from Lamar with an average yield of
6%. The impact of the decline in yield was offset by the $129.5 million increase in the average
volume of loans, resulting in a $2.2 million increase in interest income on loans. Average investment securities increased $20.0 million, from $138.3 million at March 31, 2004 to
$158.3 million at March 31, 2005, primarily due to the addition of Lamars investment portfolio.
The average taxable-equivalent yield on the investment portfolio increased 29 basis points, from
4.03% at March 31, 2004 to 4.32% at March 31, 2005. An average of approximately $6 million in
corporate securities yielding 5.50% in Lamars portfolio contributed to the 59 basis point increase
in yield on taxable securities in comparing first quarter 2005 to first quarter 2004. The volume
and rate increases in the investment portfolio added $298,000 to taxable-equivalent interest income
in quarterly comparison. The addition of Lamars deposit portfolio complimented MidSouths core deposit mix, with average
non-interest bearing deposits holding at 23.6% of average total deposits at March 31, 2005,
consistent with the 23.5% at March 31, 2004. With Lamars interest-bearing deposits and the
introduction of MidSouths Platinum Money Market accounts in March 2004, average NOW, money market
and savings deposits increased $96.4 million in quarterly comparison and represent 53.7% of total
deposits at March 31, 2005 compared to 50% at March 31, 2004. The average volume of Certificates
of Deposit (CDs) represented 22.7% of total deposits at March 31, 2005 compared to 25.5% at
March 31, 2004. Most of MidSouths deposit growth, net of the Lamar deposits, was in the Platinum
Money Market accounts, which offer consumer and commercial customers a competitive yield that
adjusts weekly to market rates. The competitive yield on the Platinum accounts contributed greatly
to the 93 basis point increase in the average yield on NOW, money market and savings deposits. The
average yield on all interest-bearing deposits increased 64 basis points, from 1.22% at March 31,
2004 to 1.86% at March 31, 2005. 12




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##### Table of Contents



The average volume of junior subordinated debentures increased $8.2 million from first quarter 2004
to first quarter 2005. MidSouth issued $8.2 million of junior subordinated debentures in the third
quarter of 2004 to partially fund the Lamar acquisition. The $ 8.2 million in debentures carry a
floating rate equal to the 3-month LIBOR plus 2.50%, adjustable and payable quarterly. The rate at
March 31, 2005 was 5.55%. The debentures mature on September 20, 2034 and, under certain
circumstances, are subject to repayment on September 20, 2009 or thereafter. Previously, in
February 2001, MidSouth issued $7,217,000 of junior subordinated debentures. The $7.2 million in
debentures carry a fixed interest rate of 10.20% and mature on February 22, 2031. The impact of the changes in yield and volume of the earning assets and interest-bearing
liabilities discussed above resulted in an increase of $1.4 million to taxable-equivalent net
interest income from March 31, 2004 to March 31, 2005. 13




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##### Table of Contents



Table 1
Consolidated Average Balances, Interest and Rates
Taxable-equivalent basis (2)
(in thousands) Three Months Ended
    
    
    Three Months EndedMarch 31, 2005
    
    
    March 31, 2004Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageVolume
    
    
    Interest
    
    
    Yield/Rate
    
    
    Volume
    
    
    Interest
    
    
    Yield/RateASSETSInvestment Securities
    
    
    (1
    )Taxable
    
    
    
    
    
    $
    82,747
    
    
    $
    763
    
    
    
    3.74
    %
    
    $
    79,845
    
    
    $
    627
    
    
    
    3.15
    %Tax Exempt
    
    
    (2
    )
    
    
    75,549
    
    
    
    923
    
    
    
    4.96
    %
    
    
    58,414
    
    
    
    761
    
    
    
    5.22
    %Total Investments
    
    
    
    
    
    
    158,296
    
    
    
    1,686
    
    
    
    4.32
    %
    
    
    138,259
    
    
    
    1,388
    
    
    
    4.03
    %Federal Funds Sold and Securities
Purchased Under Agreements to Resell
    
    
    
    
    
    
    8,776
    
    
    
    51
    
    
    
    2.38
    %
    
    
    9,365
    
    
    
    20
    
    
    
    0.87
    %Loans
    
    
    (3
    )Commercial and Real Estate
    
    
    
    
    
    
    308,079
    
    
    
    5,530
    
    
    
    7.28
    %
    
    
    218,258
    
    
    
    3,933
    
    
    
    7.23
    %Installment
    
    
    
    
    
    
    82,019
    
    
    
    1,637
    
    
    
    8.09
    %
    
    
    42,306
    
    
    
    1,011
    
    
    
    9.59
    %Total Loans
    
    
    
    
    
    
    390,098
    
    
    
    7,167
    
    
    
    7.45
    %
    
    
    260,564
    
    
    
    4,944
    
    
    
    7.61
    %Total Earning Assets
    
    
    
    
    
    
    557,170
    
    
    
    8,904
    
    
    
    6.48
    %
    
    
    408,188
    
    
    
    6,352
    
    
    
    6.24
    %Allowance for Loan Losses
    
    
    
    
    
    
    (3,819
    )
    
    
    
    
    
    
    
    
    
    
    (2,768
    )Nonearning Assets
    
    
    
    
    
    
    62,258
    
    
    
    
    
    
    
    
    
    
    
    31,214Total Assets
    
    
    
    
    
    $
    615,609
    
    
    
    
    
    
    
    
    
    
    $
    436,634LIABILITIES AND STOCKHOLDERS EQUITYNOW, Money Market, and Savings
    
    
    
    
    
    $
    288,208
    
    
    $
    1,228
    
    
    
    1.73
    %
    
    $
    191,801
    
    
    $
    381
    
    
    
    0.80
    %Certificates of Deposits
    
    
    
    
    
    
    121,875
    
    
    
    649
    
    
    
    2.16
    %
    
    
    102,296
    
    
    
    514
    
    
    
    2.02
    %Total Interest Bearing Deposits
    
    
    
    
    
    
    410,083
    
    
    
    1,877
    
    
    
    1.86
    %
    
    
    294,097
    
    
    
    895
    
    
    
    1.22
    %Federal Funds Purchased, Securities Sold
Under Agreements to Repurchase
    
    
    
    
    
    
    7,204
    
    
    
    42
    
    
    
    2.34
    %
    
    
    10,530
    
    
    
    29
    
    
    
    1.09
    %Federal Home Loan Bank Advances
    
    
    
    
    
    
    2,834
    
    
    
    19
    
    
    
    2.73
    %Junior Subordinated Debentures
    
    
    
    
    
    
    15,465
    
    
    
    274
    
    
    
    7.20
    %
    
    
    7,217
    
    
    
    173
    
    
    
    9.61
    %Total Interest Bearing Liabilities
    
    
    
    
    
    
    435,586
    
    
    
    2,212
    
    
    
    2.06
    %
    
    
    311,844
    
    
    
    1,097
    
    
    
    1.41
    %Demand Deposits
    
    
    
    
    
    
    126,664
    
    
    
    
    
    
    
    
    
    
    
    90,572Other Liabilities
    
    
    
    
    
    
    3,979
    
    
    
    
    
    
    
    
    
    
    
    1,117Stockholders Equity
    
    
    
    
    
    
    49,380
    
    
    
    
    
    
    
    
    
    
    
    33,318Total Liabilites and Stockholders Equity
    
    
    
    
    
    $
    615,609
    
    
    
    
    
    
    
    
    
    
    $
    436,851NET
TAXABLE-EQUIVALENT INTEREST INCOME AND SPREAD
    
    
    
    
    
    
    
    
    
    $
    6,692
    
    
    
    4.42
    %
    
    
    
    
    
    $
    5,255
    
    
    
    4.83
    %NET TAXABLE-EQUIVALENT YIELD ON EARNING ASSETS
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.87
    %
    
    
    
    
    
    
    
    
    
    
    5.16
    %




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##### Table of Contents



(1)
    
    Securities classified as available-for-sale are included in average balances
and interest income figures reflect interest earned on such securities.(2)
    
    Interest income of $267,000 for 2005 and $222,000 for 2004 is added to interest
earned on tax-exempt obligations to reflect tax equivalent yields using a
34% tax rate.(3)
    
    Interest income includes loan fees of $549,000 for 2005 and $452,000
for 2004. Nonaccrual loans are included in average balances
and income on such loans is recognized on a cash basis. Table 2
Changes in Taxable-Equivalent Net Interest Income
(in thousands) March 31, 2005compared to March 31, 2004Total
    
    
    ChangeIncrease
    
    
    Attributable to(Decrease)
    
    
    Volume
    
    
    RatesTaxable-equivalent interest earned on:Investment SecuritiesTaxable
    
    $
    136
    
    
    $
    21
    
    
    $
    115Tax Exempt
    
    
    162
    
    
    
    205
    
    
    
    (43
    )Federal Funds Sold and Securities
Purchased Under Agreement to Resell
    
    
    31
    
    
    
    (1
    )
    
    
    32Loans, including fees
    
    
    2,223
    
    
    
    2,377
    
    
    
    (154
    )TOTAL
    
    
    2,552
    
    
    
    2,602
    
    
    
    (50
    )Interest Paid On:Interest Bearing Deposits
    
    
    982
    
    
    
    427
    
    
    
    555Federal Funds Purchased and Securities
Sold Under Agreement to Repurchase
and Federal Home Loan Bank Advances
    
    
    32
    
    
    
    14
    
    
    
    18Junior Subordinated Debentures
    
    
    101
    
    
    
    131
    
    
    
    (30
    )TOTAL
    
    
    1,115
    
    
    
    572
    
    
    
    543Taxable-equivalent net interest income
    
    $
    1,437
    
    
    $
    2,030
    
    
    ($
    593
    )
 Changes due to both volume and rate has generally been allocated to volume
and rate changes in proportion to the relationship of the absolute dollar amounts
to the changes in each.




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##### Table of Contents



Non-interest Income Excluding Securities Transactions MidSouths primary source of non-interest income is services charges and fees on deposit accounts,
which include insufficient funds (NSF) fees. Income from service charges on deposit accounts
increased $725,000 from March 2004 to March 2005, of which $323,000 was added from service charges
on Lamars deposit accounts. The remaining $402,000 increase resulted primarily from an increase
in the number of transaction accounts and the volume of NSF fees assessed on transaction accounts.
The service charge structures on deposit accounts have not changed over the past three years and
are on the lower end of fees charged by competitors in MidSouths markets. The NSF fee was
increased late in 2004 from $22.00 to $23.47 per NSF item, however, the charge is still well below
competitors NSF charges in MidSouths markets. Income from other charges and fees increased $816,000 for the three months ended March 31, 2005 as
compared to March 31, 2004, of which Lamar contributed $204,000. The remaining $612,000 increase
was attributed primarily to $538,000 from the PULSE distribution and a $60,000 increase in income
from ATM and Debit Card processing. Securities Transactions During the first quarter of 2005, both MidSouth Bank and Lamar sold mutual funds held in the
securities portfolios. MidSouth sold a $1.0 million mutual fund at a loss of $30,706 and Lamar
sold $8.3 million in a GNMA mutual fund for a gain of $31,091. Non-interest Expense Non-interest expense increased $2.6 million from first quarter 2004 to first quarter 2005,
primarily due to Lamar expenses totaling $1.6 million. Lamars expenses of $1.6 million included
$667,000 in salaries and benefits for 67 full-time equivalent employees. Occupancy expenses for
Lamars five locations totaled $196,000 for the first quarter of 2005. Lamars non-interest
expenses included approximately $117,000 in related amortization of core deposit intangibles
resulting from the merger. Net of Lamars non-interest expenses, the remaining $1 million increase in consolidated
non-interest expenses consisted of increases of approximately $385,000 in salaries and benefits,
$169,000 in occupancy expenses, $149,000 in marketing expenses, and $106,000 in accounting fees
accrued for Sarbanes-Oxley internal controls review scheduled in 2005. A $102,000 write-down
resulting from the disposal of a branch facility replaced by a new building was also included in
the increase. 16




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##### Table of Contents



Analysis of Statement of Condition Consolidated assets totaled $623.3 million at March 31, 2005, up $13.2 million from $610.1 million
at December 31, 2004. The increase resulted primarily from growth in deposits of $16.8 million of
which $7.5 million was non-interest bearing balances. Cash flows from the increase in deposits
combined with $9.7 million in cash flows from the sale of mutual funds in MidSouth Bank and Lamars
investment portfolios resulted in a strong federal funds sold position of $21.9 million at March
31, 2005. Loans, net of the allowance for loan losses (ALL), increased $4.3 million, from $382.6
million at December 31, 2004 to $386.9 million at March 31, 2005. Loan growth for the first
quarter of 2005 was primarily in commercial and agricultural credits. Liquidity Liquidity is the availability of funds to meet contractual obligations as they become due and to
fund operations. The Banks primary liquidity needs involve their ability to accommodate
customers demands for deposit withdrawals as well as their requests for credit. Liquidity is
deemed adequate when sufficient cash to meet these needs can be promptly raised at a reasonable
cost to the Banks. Liquidity is provided primarily by three sources: a stable base of funding
sources, an adequate level of assets that can be readily converted into cash, and borrowing lines
with correspondent banks. The Banks core deposits are their most stable and important source of
funding. Further, the low variability of the core deposit base lessens the need for liquidity.
Cash deposits at other banks, federal funds sold, principal payments received on loans and
mortgage-backed securities, and maturities of investment securities provide additional primary
sources of asset liquidity for the Banks. The Banks also have significant borrowing capacity with
the FHLB of Dallas, Texas and borrowing lines with other correspondent banks. At the parent company level, cash is needed primarily to meet interest payments on the junior
subordinated debentures and pay dividends on common stock. An $8.2 million issuance of junior
subordinated debentures was completed on September 20, 2004, the proceeds of which were partially
used to fund the Lamar Bancshares merger. The parent company previously issued $7.2 million in
junior subordinated debentures in February 2001. Dividends from MidSouth Bank primarily provide
liquidity for the parent company. As a publicly traded company, the parent company also has the
ability to issue additional trust preferred and other securities instruments to provide funds as
needed for operations and future growth. Capital MidSouth and the Banks are required to maintain certain minimum capital levels. Risk-based capital
requirements are intended to make regulatory capital more sensitive to the risk profile of an
institutions assets. At March 31, 2005, MidSouth and the Banks were in compliance with statutory
minimum capital requirements. Minimum capital requirements include a total risk-based capital
ratio of 8.0%, with Tier 1 capital not less than 4.0%, and a 17




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##### Table of Contents



leverage ratio (Tier 1 to total average adjusted assets) of 4.0% based upon the regulators latest
composite rating of the institution. MidSouths leverage ratio was 8.96%, Tier 1 capital to
risk-weighted assets was 12.16% and total capital to risk-weighted assets was 13.06% at the end of
the first quarter of 2005. Asset Quality Credit Risk Management MidSouth manages its credit risk by observing written, board approved policies which govern all
underwriting activities. The risk management program requires that each individual loan officer
review his or her portfolio on a quarterly basis and assign recommended credit ratings on each
loan. These efforts are supplemented by independent reviews performed by the loan review officer
and other validations performed by the internal audit department. Bank concentrations are
monitored and reported to the Board of Directors quarterly whereby individual customer and
aggregate industry leverage, profitability, risk rating distributions, and liquidity are evaluated
for each major standard industry classification segment. Nonperforming Assets and Loans Past Due 90 Days and Over The following table summarizes MidSouths nonperforming assets and loans past due 90 days and over
for the quarters ending March 31, 2005 and 2004 and for the year-ended December 31, 2004. YearPeriod Ended
    
    
    EndedMar. 31,
    
    
    Mar. 31,
    
    
    Dec. 31,2005
    
    
    2004
    
    
    2004Nonaccrual loans
    
    $
    596
    
    
    $
    860
    
    
    $
    472Loans past due 90
days and over
    
    
    276
    
    
    
    487
    
    
    
    488Total nonperforming loans
    
    
    872
    
    
    
    1,347
    
    
    
    960Other real estate owned
    
    
    246
    
    
    
    247
    
    
    
    445Other foreclosed assets
    
    
    235
    
    
    
    
    
    
    
    283Total nonperforming assets
    
    $
    1,353
    
    
    $
    1,594
    
    
    $
    1,688Nonperforming assets to
total assets
    
    
    0.22
    %
    
    
    0.35
    %
    
    
    0.28
    %Nonperforming assets to
total loans + OREO + other
foreclosed assets
    
    
    0.35
    %
    
    
    0.60
    %
    
    
    0.44
    %ALL to nonperforming assets
    
    
    299.56
    %
    
    
    182.37
    %
    
    
    228.08
    %
 18




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##### Table of Contents



YearPeriod Ended
    
    
    EndedMar. 31,
    
    
    Mar. 31,
    
    
    Dec. 31,2005
    
    
    2004
    
    
    2004ALL to nonperforming loans
    
    
    464.79
    %
    
    
    215.81
    %
    
    
    401.04
    %ALL to total loans
    
    
    1.04
    %
    
    
    1.10
    %
    
    
    1.00
    %Year-to-date charge-offs
    
    $
    144
    
    
    $
    171
    
    
    $
    1,067Year-to-date recoveries
    
    
    32
    
    
    
    55
    
    
    
    182Year-to-date net charge-offs
    
    $
    112
    
    
    
    116
    
    
    $
    885Net YTD charge-offs to total loans
    
    
    0.03
    %
    
    
    0.04
    %
    
    
    0.23
    %
 Specific reserves have been established in the ALL to cover probable losses on nonperforming
assets. The ALL is analyzed quarterly and additional reserves, if needed, are allocated at that
time. Factors considered in determining provisions include estimated losses in significant
credits; known deterioration in concentrations of credit; historical loss experience; trends in
nonperforming assets; volume, maturity and composition of the loan portfolio; off balance sheet
credit risk; lending policies and control systems; national and local economic conditions; the
experience, ability and depth of lending management and the results of examinations of the loan
portfolio by regulatory agencies and others. The processes by which management determines the
appropriate level of the allowance, and the corresponding provision for probable credit losses,
involves considerable judgment; therefore, no assurance can be given that future losses will not
vary from current estimates. Management believes the $4,052,554 in the allowance as of March 31,
2005 is sufficient to cover probable losses in nonperforming assets and in the loan portfolio. Impact of Inflation and Changing Prices The consolidated financial statements of MidSouth and notes thereto, presented herein, have been
prepared in accordance with generally accepted accounting principles, which require the measurement
of financial position and operating results in terms of historical dollars without considering the
change in the relative purchasing power of money over time and due to inflation. The impact of
inflation is reflected in the increased cost of MidSouths operations. Unlike most industrial
companies, nearly all the assets and liabilities of MidSouth are financial. As a result, interest
rates have a greater impact on MidSouths performance than do the effects of general levels of
inflation. Interest rates do not necessarily move in the same direction or to the same extent as
the prices of goods and services. 
 Part I. Item 3. Qualitative and Quantitative Disclosures About Market Risk In the normal course of conducting business, MidSouth is exposed to market risk, principally
interest rate risk, through operation of its subsidiaries. Interest rate risk arises from market
fluctuations in interest rates that affect cash flows, income, expense and values of financial
instruments. The Asset/Liability Management Committee (ALCO) is responsible for managing
MidSouths interest rate risk position in compliance with policy approved by the Board of
Directors. 19




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##### Table of Contents



There have been no significant changes from the information regarding market risk disclosed under
the heading Interest Rate Sensitivity in MidSouths Annual Report for the year ended December 31,
2004. 
 Part I. Item 4. Controls and Procedures MidSouths Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the disclosure controls and procedures (as such term is defined in Rules 13a-14(c)
and 15d-14(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act). As of
the end of the period covered by this Quarterly Report on Form 10-Q (the Evaluation Date), the
principal executive officer and principal financial officer have concluded that such disclosure
controls and procedures are effective to ensure that information required to be disclosed by
MidSouth in reports that it submits under the Exchange Act is recorded, processed, summarized, and
reported within the time periods specified in the Securities and Exchange Commission rules and
forms. During the first quarter of 2005, there were no significant changes in MidSouths internal controls
over financial reporting that has materially affected, or is reasonably likely to affect,
MidSouths internal control over financial reporting. 
 Part II. Other Information 
 Item 1. Legal Proceedings The Banks have been named as a defendant in various legal actions arising from normal business
activities in which damages of various amounts are claimed. While the amount, if any, of ultimate
liability with respect to such matters cannot be currently determined, management believes, after
consulting with legal counsel, that any such liability will not have a material adverse effect on
MidSouths consolidated financial position, results of operations, or cash flows. 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table provides information with respect to purchases made by or on behalf of MidSouth
or any affiliated purchaser, as defined in Securities Exchange Act Rule 10b-8(a)(3), of equity
securities during the first quarter ended March 31, 2005. 20




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##### Table of Contents



Total Number of
    
    
    
    Maximum NumberTotal Number
    
    
    
    
    
    
    
    
    Shares Purchased
    
    
    
    of Shares That Mayof Shares
    
    
    
    Average Price Paid
    
    
    
    as Part of a Publicly
    
    
    
    Yet be PurchasedPurchased
    
    
    
    per Share
    
    
    
    Announced Plan1
    
    
    
    Under the Plan1January 2005
    
    
    
    1,900
    
    
    
    $
    28.19
    
    
    
    
    1,900
    
    
    
    
    189,178February 2005
    
    
    
    2,120
    
    
    
    $
    28.12
    
    
    
    
    2,120
    
    
    
    
    187,058March 2005
    
    
    
    -0-
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Item 3. Defaults Upon Senior Securities None 
 Item 4. Submission of Matters to a Vote of Security Holders None 
 Item 5. Other Information None 
 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number
    
    Document Description3.1
    
    Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. is included as
     Exhibit 3.1 to MidSouths Report on Form 10-K for the year ended December 31, 1993 and is
     incorporated herein by reference.3.2
    
    Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995
     are included as Exhibit 4.2 to
                         MidSouths Registration Statement on Form S-8 filed September 20, 1995 and
                         are incorporated herein by reference.3.3
    
    Amended and Restated By-laws adopted by the Board of Directors on April 12, 1995 are included
     as Exhibit 3.2 to Amendment No. 1 to MidSouths Registration Statement on Form S-4/A (Reg. No.
     33-58499) filed on June 1, 1995 and are incorporated herein by reference.11
    
    Computation of earnings per share31.1
    
    Certification pursuant to Exchange Act Rules 13(a)  14(a)31.2
    
    Certification pursuant to Exchange Act Rules 13(a)  14(a)32.1
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 (b) Reports Filed on Form 8-K A press release regarding MidSouths earnings for the quarter ended December 31, 2004 was
attached as Exhibit 99.1 to the Form 8-K filed on January 26, 2005. 21




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Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized. MidSouth Bancorp, Inc.(Registrant)Date: May 13, 2005
    
    /s/ C. R. CLOUTIERC. R. Cloutier, President /CEO/s/ KAREN L. HAILKaren L. Hail, Senior Executive Vice President/CFO/s/ TERI S. STELLYTeri S. Stelly, Senior Vice President & Controller
 22