##### Table of Contents



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, 2006
 OR
 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   (337) 237-8343
 þ o
 o o þ
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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, 2006 and
December 31, 2005
    
    
    3Consolidated Statements of Earnings for the Three Months
Ended March 31, 2006 and 2005
    
    
    4Consolidated Statements of Comprehensive Income for
the Three Months Ended March 31, 2006 and 2005
    
    
    5Consolidated Statement of Stockholders Equity for the
Three Months Ended March 31, 2006
    
    
    6Statements of Cash Flows for the Three Months Ended
March 31, 2006 and 2005
    
    
    7Notes to Consolidated Financial Statements
    
    
    8Item 2.
    
    Managements Discussion and Analysis of
Financial Condition and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    20PART
II  OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    20Item 1.A.
    
    Risk Factors
    
    
    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 13(a)-14(a)Certification pursuant to Rules 13(a)-14(a)Certification pursuant to Section 906Certification pursuant to Section 906
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##### Table of Contents



March 31,
    
    
    December 31,2006
    
    
    2005(unaudited)
    
    
    (audited)ASSETSCash and due from banks
    
    $
    25,815,866
    
    
    $
    25,973,101Interest bearing deposits in banks
    
    
    333,280
    
    
    
    323,901Federal funds sold
    
    
    40,600,000
    
    
    
    26,140,000Total cash and cash equivalents
    
    
    66,749,146
    
    
    
    52,437,002Securities available-for-sale, at fair value (cost of $167,783,243
at March 31, 2006 and $140,993,091 at December 31, 2005)
    
    
    165,411,578
    
    
    
    139,428,403Securities held-to-maturity (estimated fair value of $18,767,953
at March 31, 2006 and $20,151,389 at December 31, 2005)
    
    
    18,367,918
    
    
    
    19,611,230Loans, net of allowance for loan losses of $4,651,853
at March 31, 2006 and $4,354,530 at December 31, 2005
    
    
    446,510,046
    
    
    
    438,439,219Other investments
    
    
    2,342,840
    
    
    
    2,011,403Bank premises and equipment, net
    
    
    27,002,626
    
    
    
    23,606,039Other real estate owned, net
    
    
    68,574
    
    
    
    97,609Accrued interest receivable
    
    
    4,647,239
    
    
    
    4,919,294Goodwill
    
    
    9,271,432
    
    
    
    9,271,432Intangibles
    
    
    902,958
    
    
    
    985,264Cash surrender value of life insurance
    
    
    3,953,840
    
    
    
    3,794,510Other assets
    
    
    3,331,612
    
    
    
    4,213,016Total assets
    
    $
    748,559,809
    
    
    $
    698,814,421LIABILITIES AND STOCKHOLDERS EQUITYDeposits:Non-interest bearing
    
    $
    182,324,320
    
    
    $
    177,946,159Interest bearing
    
    
    492,054,492
    
    
    
    446,991,941Total deposits
    
    
    674,378,812
    
    
    
    624,938,100Securities sold under repurchase
agreements and federal funds purchased
    
    
    2,910,823
    
    
    
    1,731,797Accrued interest payable
    
    
    789,440
    
    
    
    936,584Junior subordinated debenture
    
    
    15,465,000
    
    
    
    15,465,000Other liabilities
    
    
    1,369,981
    
    
    
    2,557,372Total liabilities
    
    
    694,914,056
    
    
    
    645,628,853Commitments and contingencies
    
    
    
    
    
    
    Stockholders Equity:Common stock, $.10 par value- 10,000,000 shares authorized,
5,016,196 and 5,006,471 issued and 4,949,693 and 4,951,719
outstanding at March 31, 2006 and December 31, 2005,
respectively
    
    
    501,620
    
    
    
    500,647Surplus
    
    
    41,988,645
    
    
    
    41,910,122Unearned ESOP shares
    
    
    (335,472
    )
    
    
    (47,194
    )Accumulated other comprehensive income
    
    
    (1,565,299
    )
    
    
    (1,032,694
    )Treasury stock - 66,503 at March 31, 2006 and 54,752 shares at
December 31, 2005, at cost
    
    
    (1,551,094
    )
    
    
    (1,229,213
    )Retained earnings
    
    
    14,607,353
    
    
    
    13,083,900Total stockholders equity
    
    
    53,645,753
    
    
    
    53,185,568Total liabilities and stockholders equity
    
    $
    748,559,809
    
    
    $
    698,814,421
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Three Months EndedMarch 31,2006
    
    
    2005INTEREST INCOME:Loans, including fees
    
    $
    8,964,364
    
    
    $
    7,167,361SecuritiesTaxable
    
    
    917,341
    
    
    
    748,027Nontaxable
    
    
    723,714
    
    
    
    656,481Federal funds sold
    
    
    405,892
    
    
    
    51,400Other interest income
    
    
    24,002
    
    
    
    14,380TOTAL
    
    
    11,035,313
    
    
    
    8,637,649INTEREST EXPENSE:Deposits
    
    
    3,303,913
    
    
    
    1,877,238Securities sold under repurchase agreements,
federal funds purchased and advances
    
    
    20,032
    
    
    
    60,651Long term debt
    
    
    314,149
    
    
    
    274,493TOTAL
    
    
    3,638,094
    
    
    
    2,212,382NET INTEREST INCOME
    
    
    7,397,219
    
    
    
    6,425,267PROVISION FOR LOAN LOSSES
    
    
    320,000
    
    
    
    314,000NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES
    
    
    7,077,219
    
    
    
    6,111,267OTHER OPERATING INCOME:Service charges on deposits
    
    
    1,926,598
    
    
    
    2,127,714Gains on securities, net
    
    
    
    
    
    
    385Credit life insurance
    
    
    43,338
    
    
    
    40,549Other charges and fees
    
    
    872,663
    
    
    
    1,253,894TOTAL OTHER INCOME
    
    
    2,842,599
    
    
    
    3,422,542OTHER EXPENSES:Salaries and employee benefits
    
    
    3,785,751
    
    
    
    3,202,752Occupancy expense
    
    
    1,486,455
    
    
    
    1,255,492Other
    
    
    2,223,940
    
    
    
    2,495,039TOTAL OTHER EXPENSES
    
    
    7,496,146
    
    
    
    6,953,283INCOME BEFORE INCOME TAXES
    
    
    2,423,672
    
    
    
    2,580,526PROVISION FOR INCOME TAXES
    
    
    605,152
    
    
    
    657,103NET EARNINGS
    
    $
    1,818,520
    
    
    $
    1,923,423EARNINGS PER SHAREBasic
    
    $
    0.37
    
    
    $
    0.39Diluted
    
    $
    0.36
    
    
    $
    0.38
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MidSouth Bancorp, Inc. and Subsidiaries
 
 Consolidated Statements of Comprehensive Income
 For The Three Months Ended March 31, 2006 and 2005
 2006
    
    
    2005Net earnings
    
    $
    1,818,520
    
    
    $
    1,923,423Other comprehensive loss, net of tax
unrealized losses on securities available-for-sale:Unrealized holding losses arising during the year, net of income
tax benefit of $274,372 and $548,567, respectively
    
    
    (532,605
    )
    
    
    (1,064,612
    )Less reclassification adjustment for gains included in net income
net of income tax of $-0- and $131, respectively
    
    
    
    
    
    
    (254
    )Total other comprehensive income
    
    
    (532,605
    )
    
    
    (1,064,866
    )Total comprehensive income
    
    $
    1,285,915
    
    
    $
    858,557
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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
 FOR THE THREE MONTHS ENDED MARCH 31, 2006
 UNREALIZEDGAINS (LOSSES)COMMON STOCK
    
    
    
    
    
    
    ESOP
    
    
    ON SECURITIES
    
    
    TREASURY
    
    
    RETAINEDSHARES
    
    
    AMOUNT
    
    
    SURPLUS
    
    
    OBLIGATION
    
    
    AFS, NET
    
    
    STOCK
    
    
    EARNINGS
    
    
    TOTALBalance  January 1, 2006
    
    
    5,006,471
    
    
    $
    500,647
    
    
    $
    41,910,122
    
    
    
    ($47,194
    )
    
    
    ($1,032,694
    )
    
    
    ($1,229,213
    )
    
    $
    13,083,900
    
    
    $
    53,185,568Dividends on
common stock, $.06 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (295,067
    )
    
    
    (295,067
    )Exercise of stock options
    
    
    9,725
    
    
    
    973
    
    
    
    43,784
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,757Tax benefit resulting from
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    34,739
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,739Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (321,881
    )
    
    
    
    
    
    
    (321,881
    )Net earnings
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,818,520
    
    
    
    1,818,520Increase in ESOP obligation,
net of repayments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288,278
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (288,278
    )Net change in unrealized
gains( losses) on securities
available-for-sale, net of taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (532,605
    )
    
    
    
    
    
    
    
    
    
    
    (532,605
    )Balance  March 31, 2006
    
    
    5,016,196
    
    
    $
    501,620
    
    
    $
    41,988,645
    
    
    
    ($335,472
    )
    
    
    ($1,565,299
    )
    
    
    ($1,551,094
    )
    
    $
    14,607,353
    
    
    $
    53,645,753
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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
 
   March 31,
    
    
    March 31,2006
    
    
    2005Cash flows from operating activities:Net earnings
    
    $
    1,818,520
    
    
    $
    1,923,423Adjustments to reconcile net income
to net cash provided by operating activities:Depreciation and amortization
    
    
    642,697
    
    
    
    474,190Provision for loan losses
    
    
    320,000
    
    
    
    314,000Deferred income taxes (benefit)
    
    
    (501
    )
    
    
    140,720Amortization of premiums on securities, net
    
    
    185,997
    
    
    
    35,734Gain on sale of securities, net
    
    
    
    
    
    
    345Change in accrued interest receivable
    
    
    272,055
    
    
    
    193,280Change in accrued interest payable
    
    
    (147,144
    )
    
    
    (140,892
    )Other, net
    
    
    143,035
    
    
    
    1,097,365Net cash provided by operating activities
    
    
    3,234,659
    
    
    
    4,038,165Cash flows from investing activities, net of effect of acquisitions:Proceeds from sales of securities available-for-sale
    
    
    
    
    
    
    9,679,015Proceeds from maturities and calls of securities held-to-maturity
    
    
    1,249,650
    
    
    
    921,954Proceeds from maturities and calls of securities available-for-sale
    
    
    8,440,298
    
    
    
    9,734,290Purchases of securities available-for-sale
    
    
    (35,422,672
    )
    
    
    (10,473,242
    )Purchases of other investments
    
    
    (331,550
    )
    
    
    Loan originations, net of repayments
    
    
    (8,739,380
    )
    
    
    (4,778,383
    )Purchases of premises and equipment
    
    
    (3,956,978
    )
    
    
    (1,472,179
    )Proceeds from sales of other real estate owned
    
    
    89,077
    
    
    
    294,201Net cash (used in) provided by investing activities
    
    
    (38,671,555
    )
    
    
    3,905,656Cash flows from financing activities, net of effect of acquisitions:Change in deposits
    
    
    49,440,712
    
    
    
    16,832,563Change in repurchase agreements
    
    
    1,179,026
    
    
    
    (38,316
    )Change in federal funds purchased
    
    
    
    
    
    
    (8,500,000
    )Proceeds from FHLB advances
    
    
    
    
    
    
    5,000,000Purchase of treasury stock
    
    
    (321,881
    )
    
    
    (113,179
    )Payment of dividends on common stock
    
    
    (593,574
    )
    
    
    (534,211
    )Proceeds from exercise of stock options
    
    
    44,757
    
    
    
    Net cash provided by financing activities
    
    
    49,749,040
    
    
    
    12,646,857Net increase in cash and cash equivalents
    
    
    14,312,144
    
    
    
    20,590,678Cash and cash equivalents, beginning of quarter
    
    
    52,437,002
    
    
    
    17,396,850Cash and cash equivalents, end of quarter
    
    $
    66,749,146
    
    
    $
    37,987,528
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MIDSOUTH BANCORP, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    Basis of Presentation
   Use of Estimates
 Stock
Compensation Share-Based Payment
 Three MonthsEndedMarch 31,2006
    
    
    2005(in thousands):Net earnings available to
common stockholders
(in thousands):As reported
    
    $
    1,816
    
    
    $
    1,923Deduct total stock based
compensation determined
under fair value method
    
    
    
    
    
    
    (15
    )Pro forma
    
    $
    1,816
    
    
    $
    1,908Basic earnings per share:As reported
    
    $
    0.37
    
    
    $
    0.39Pro forma
    
    $
    0.37
    
    
    $
    0.39Diluted earnings per share:As reported
    
    $
    0.36
    
    
    $
    0.38Pro forma
    
    $
    0.36
    
    
    $
    0.37
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Recent
Accounting Pronouncements FSP FAS 115-1 and FAS 124-1
 2.
    
    Allowance for Loan Losses
  Three Months EndedMarch 31,2006
    
    
    2005(in thousands)Balance at beginning of period
    
    $
    4,355
    
    
    $
    3,851Provision for loan losses
    
    
    320
    
    
    
    314Recoveries
    
    
    109
    
    
    
    32Loans charged off
    
    
    (132
    )
    
    
    (144
    )Balance at end of period
    
    $
    4,652
    
    
    $
    4,053
 3.
    
    Declaration of Dividends
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Part 1. Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS
  Forward Looking Statements
  
    
    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 the Companys control.
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Critical Accounting Policies
  Results of Operations
     11




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Earnings Analysis  Net Interest Income
   12




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Table 1  Consolidated Average Balances, Interest and Rates
Taxable-equivalent basis (2)
(in thousands)
 Three Months Ended
    
    
    Three Months EndedMarch 31, 2006
    
    
    March 31, 2005Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    AverageVolume
    
    
    Interest
    
    
    Yield/Rate
    
    
    Volume
    
    
    Interest
    
    
    Yield/RateASSETSInvestment Securities (1)Taxable
    
    $
    85,638
    
    
    $
    917
    
    
    
    4.28
    %
    
    $
    80,133
    
    
    $
    730
    
    
    
    3.69
    %Tax Exempt (2)
    
    
    81,630
    
    
    
    1,020
    
    
    
    4.99
    %
    
    
    75,549
    
    
    
    923
    
    
    
    4.96
    %Equity Securities
    
    
    2,025
    
    
    
    24
    
    
    
    4.74
    %
    
    
    2,614
    
    
    
    33
    
    
    
    5.10
    %Total Investments
    
    
    169,293
    
    
    
    1,961
    
    
    
    4.63
    %
    
    
    158,296
    
    
    
    1,686
    
    
    
    4.32
    %Federal Funds Sold and SecuritiesPurchased Under Agreements to Resell
    
    
    37,349
    
    
    
    406
    
    
    
    4.41
    %
    
    
    8,776
    
    
    
    51
    
    
    
    2.38
    %Loans (3)Commercial and Real Estate
    
    
    349,123
    
    
    
    7,029
    
    
    
    8.17
    %
    
    
    308,079
    
    
    
    5,530
    
    
    
    7.28
    %Installment
    
    
    94,487
    
    
    
    1,935
    
    
    
    8.31
    %
    
    
    82,019
    
    
    
    1,637
    
    
    
    8.09
    %Total Loans
    
    
    443,610
    
    
    
    8,964
    
    
    
    8.20
    %
    
    
    390,098
    
    
    
    7,167
    
    
    
    7.45
    %Total Earning Assets
    
    
    650,252
    
    
    
    11,331
    
    
    
    7.07
    %
    
    
    557,170
    
    
    
    8,904
    
    
    
    6.48
    %Allowance for Loan Losses
    
    
    (4,358
    )
    
    
    
    
    
    
    
    
    
    
    (3,819
    )Nonearning Assets
    
    
    71,265
    
    
    
    
    
    
    
    
    
    
    
    62,258Total Assets
    
    $
    717,159
    
    
    
    
    
    
    
    
    
    
    $
    615,609LIABILITIES AND STOCKHOLDERS EQUITYNOW, Money Market, and Savings
    
    $
    347,759
    
    
    $
    2,336
    
    
    
    2.72
    %
    
    $
    288,208
    
    
    $
    1,227
    
    
    
    1.73
    %Time Deposits
    
    
    120,998
    
    
    
    968
    
    
    
    3.25
    %
    
    
    121,875
    
    
    
    650
    
    
    
    2.16
    %Total Interest Bearing Deposits
    
    
    468,757
    
    
    
    3,304
    
    
    
    2.86
    %
    
    
    410,083
    
    
    
    1,877
    
    
    
    1.86
    %Federal Funds Purchased, Securities Sold
Under Agreements to Repurchase
    
    
    2,038
    
    
    
    20
    
    
    
    3.99
    %
    
    
    7,205
    
    
    
    42
    
    
    
    2.34
    %Junior Subordinated Debentures
    
    
    15,465
    
    
    
    314
    
    
    
    8.24
    %
    
    
    15,465
    
    
    
    274
    
    
    
    7.20
    %Federal Home Loan Bank Advances
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,833
    
    
    
    19
    
    
    
    2.73
    %Total Interest Bearing Liabilities
    
    
    486,260
    
    
    
    3,638
    
    
    
    3.03
    %
    
    
    435,586
    
    
    
    2,212
    
    
    
    2.06
    %Demand Deposits
    
    
    173,612
    
    
    
    
    
    
    
    
    
    
    
    126,664Other Liabilities
    
    
    3,581
    
    
    
    
    
    
    
    
    
    
    
    3,979Stockholders Equity
    
    
    53,706
    
    
    
    
    
    
    
    
    
    
    
    49,380Total
Liabilities and Stockholders Equity
    
    $
    717,159
    
    
    
    
    
    
    
    
    
    
    $
    615,609NET TAXABLE-EQUIVALENTINTEREST INCOME AND SPREAD
    
    
    
    
    
    $
    7,693
    
    
    
    4.03
    %
    
    
    
    
    
    $
    6,692
    
    
    
    4.42
    %NET TAXABLE-EQUIVALENT YIELD ON EARNING ASSETS
    
    
    
    
    
    
    
    
    
    
    4.80
    %
    
    
    
    
    
    
    
    
    
    
    4.87
    %
 
 (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 $295,521 for 2006 and $266,645 for 2005 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 $661,310 for 2006 and $617,938
for 2005. Nonaccrual loans are included in average balances
and income on such loans is recognized on a cash basis. 14




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##### Table of Contents



Table 2  Changes in Taxable-Equivalent Net Interest Income
(in thousands)
 Three Months EndedMarch 31, 2006 compared to March 31, 2005Total
    
    
    ChangeIncrease
    
    
    Attributable to(Decrease)
    
    
    Volume
    
    
    RatesTaxable-equivalent interest earned on:Investment Securities
Taxable
    
    $
    187
    
    
    $
    45
    
    
    $
    142Tax Exempt
    
    
    97
    
    
    
    77
    
    
    
    20Equity Securities
    
    
    (9
    )
    
    
    (7
    )
    
    
    (2
    )Federal Funds Sold and SecuritiesPurchased Under Agreement to Resell
    
    
    355
    
    
    
    281
    
    
    
    74Loans, including fees
    
    
    1,797
    
    
    
    1,038
    
    
    
    759TOTAL
    
    
    2,427
    
    
    
    1,434
    
    
    
    993Interest Paid On:Interest Bearing Deposits
    
    
    1,427
    
    
    
    299
    
    
    
    1,128Federal Funds Purchased and Securities
Sold Under Agreement to Repurchase
    
    
    (22
    )
    
    
    (660
    )
    
    
    638Federal Home Loan Bank Advances
    
    
    (19
    )
    
    
    (19
    )
    
    
    Junior Subordinated Debentures
    
    
    40
    
    
    
    
    
    
    
    40TOTAL
    
    
    1,426
    
    
    
    (380
    )
    
    
    1,806Taxable-equivalent net interest income
    
    $
    1,001
    
    
    $
    1,814
    
    
    
    ($813
    )
 NOTE:
    
    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.
 15




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##### Table of Contents



Non-interest Income
Excluding Securities Transactions
  Securities Transactions
  Non-interest Expense
  Analysis of Statement of Condition
   16




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##### Table of Contents



Liquidity
   Capital
  17




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##### Table of Contents



Asset Quality
 Credit Risk Management
  Nonperforming Assets and Loans Past Due 90 Days and Over
  YearPeriod Ended
    
    EndedMar. 31,
    
    Mar. 31,
    
    Dec. 31,2006
    
    2005
    
    2005Nonaccrual loans
    
    $
    672
    
    
    $
    596
    
    
    $
    660Loans past due 90
days and over
    
    
    1,127
    
    
    
    276
    
    
    
    2,511Total nonperforming loans
    
    
    1,799
    
    
    
    872
    
    
    
    3,171Other real estate owned
    
    
    68
    
    
    
    246
    
    
    
    98Other foreclosed assets
    
    
    54
    
    
    
    235
    
    
    
    176Total nonperforming assets
    
    $
    1,921
    
    
    $
    1,353
    
    
    $
    3,445Nonperforming assets to
total assets
    
    
    0.26
    %
    
    
    0.22
    %
    
    
    0.49
    %Nonperforming assets to
total loans + OREO + other
foreclosed assets
    
    
    0.43
    %
    
    
    0.35
    %
    
    
    0.78
    %
 18




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##### Table of Contents



YearPeriod Ended
    
    EndedMar. 31,
    
    Mar. 31,
    
    Dec. 31,2006
    
    2005
    
    2005ALL to nonperforming assets
    
    
    242.16
    %
    
    
    299.56
    %
    
    
    126.42
    %ALL to nonperforming loans
    
    
    258.59
    %
    
    
    464.79
    %
    
    
    137.34
    %ALL to total loans
    
    
    1.03
    %
    
    
    1.04
    %
    
    
    .98
    %Year-to-date charge-offs
    
    $
    132
    
    
    $
    144
    
    
    $
    702Year-to-date recoveries
    
    
    (109
    )
    
    
    (32
    )
    
    
    (226
    )Year-to-date net charge-offs
    
    $
    23
    
    
    
    112
    
    
    $
    476Net YTD charge-offs to total loans
    
    
    0.01
    %
    
    
    0.03
    %
    
    
    0.11
    %
  Impact of Inflation and Changing Prices
  
 Part I. Item 3. Qualitative and Quantitative Disclosures About Market Risk
  19




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##### Table of Contents



Part I. Item 4. Controls and Procedures
   
 Part II. Other Information
 
 Item 1. Legal Proceedings
  
 Item 1.A. Risk Factors 
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  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 2006
    
    
    6,635
    
    
    $
    27.40
    
    
    
    6,635
    
    
    
    174,347February 2006
    
    
    5,116
    
    
    $
    27.38
    
    
    
    5,116
    
    
    
    169,231March 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    169,231
 20




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##### Table of Contents



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, 1995.11
    
    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 2002
 21




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##### Table of Contents



Exihibit Number
    
    Document Description32.2
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 (b) Reports Filed on Form 8-K
  22




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##### Table of Contents



Signatures
  MidSouth Bancorp, Inc.(Registrant)Date: May 12, 2006/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, SVP/Chief Accounting Officer
 23




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##### Table of Contents



Exhibit Index
 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, 1995.11
    
    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