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
Date of Report (Date of earliest event reported)			October 25, 2011
MidSouth Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Louisiana		1-11826		72-1020809
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
102 Versailles Boulevard, Lafayette, Louisiana				70501
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code    337-237-8343
(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 25, 2011, MidSouth Bancorp, Inc. (the “Company”) issued a press release regarding the Company’s earnings for the quarter ended September 30, 2011.  The Company’s earnings release, including financial highlights, is attached as Exhibit 99.1.

The preceding information (including Exhibit 99.1) is being furnished pursuant to Item 2.02 of this Form 8-K.  This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth  by specific reference in such filing.

Item 8.01.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On October 25, 2011, The Board of MidSouth Bancorp, Inc. announced a cash dividend was declared in the amount of seven cents ($.07) per share to be paid on its common stock on January 3, 2012 to shareholders of record on December 15, 2011.  The Company’s press release announcing the cash dividend  is attached as Exhibit 99.2.

Supplemental information on third quarter 2011 results can be found on the Investor Relations tab of the Company’s website at www.midsouthbank.com.  A copy of the slides included under the Investor Relations tab are filed herewith as Exhibit 99.3.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

99.1 Press Release for 3rd Quarter Earnings dated October 25, 2011.

99.2 Press Release for Quarterly Dividend dated October 25, 2011.

99.3 Supplemental Materials for 3rd Quarter 2011 - Slide Deck

Signature

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.

		MIDSOUTH BANCORP, INC.
		Registrant
By:	/s/ James R. McLemore
	James R. McLemore
	Chief Financial Officer
Date:	October 25, 2011

EX-99.1

Investor Contacts:  Rusty Cloutier

   President & CEO or

   Jim McLemore, CFA

   Sr. EVP & CFO

   337.237.8343

Media Contact:       Alex Calicchia

  Chief Marketing Officer

  337.593.3008

MidSouth Bancorp, Inc. Reports Third Quarter 2011 Results

·   Reported EPS of $.03 per share; operating EPS of $0.14 per share

·   Significant items impacting 3rd quarter results: merger related charges of $0.06 per share and repayment of TARP of $0.05 per share

·   Nonperforming assets down 40% YOY and down 6% from linked-quarter

·   Linked-quarter loan growth up $17.1 million or 10% annualized, net of acquired loans

LAFAYETTE, LA., October 25, 2011/PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc. (“MidSouth”) (NYSE Amex: MSL)today reported net earnings available to common shareholders of $296,000 for the third quarter of 2011, compared to net earnings available to common shareholders of $939,000 reported for the third quarter of 2010 and $1.1 million in net earnings available to common shareholders for the second quarter of 2011.  Diluted earnings for the third quarter of 2011 were $0.03 per common share, down from the $0.09 per common share for the third quarter of 2010 and the $0.10 per common share reported for the second quarter of 2011.

Rusty Cloutier, commenting on third quarter results, remarked “Reported results for the third quarter were negatively impacted by acquisition charges and charges associated with our repayment of TARP.  Excluding these non-operating items, we had strong operating earnings per share in the quarter of $0.14 versus $0.09 a year ago.   During the third quarter, we completed the acquisition and systems conversion of Jefferson Bank and we are experiencing positive momentum from the Dallas market. We also closed on our Small Business Lending Fund this quarter, which puts us in an even stronger position to lend to small business borrowers.”

Third quarter 2011 net earnings available to common shareholders were impacted by the repayment of $20.0 million in Series A Preferred Stock issued to the Treasury under the Capital Purchase Plan (“CPP”) with funds from the U.S. Treasury’s Small Business Lending Fund (“SBLF”) authorized by Congress under the Small Business Jobs Act of 2010.  Repayment of the Series A Preferred Stock under the CPP resulted in accelerated accretion of discount on the preferred stock of approximately $444,000 in the third quarter of 2011, or approximately $0.05 per share.  In August 2011, the Company issued $32.0 million in Series B Preferred Stock to the Treasury in connection with the SBLF.  Dividends paid on the Series A Preferred Stock was $150,000 and dividends on the Series B Preferred Stock totaled $160,000 for the third quarter of 2011.  The dividend rate on the Series B Preferred Stock going forward will be between 1% and 5% based on our level of qualified small business loans.  Additionally, the Company incurred $876,000 in acquisition and conversion costs associated with the Jefferson Bank branch acquisition during the third quarter of 2011 that reduced diluted earnings per share by $0.06 on an after-tax basis.

For the nine months ended September 30, 2011, net income available to common shareholders totaled $1.8 million compared to earnings of $3.0 million for the first nine months of 2010.  Diluted earnings per share were $0.18 for the first nine months of 2011, compared to $0.31 for the first nine months of 2010.

Balance Sheet

Total consolidated assets at September 30, 2011 were $1.2 billion, compared to $992.8 million at September 30, 2010 and $1.0 billion at December 31, 2010.  Deposits totaled $989.0 million as of September 30, 2011, compared to $779.6 million at September 30, 2010 and $800.8 million at December 31, 2010.  Total loans were $673.4 million at September 30, 2011 compared to $598.3 million at September 30, 2010 and $580.8 million at December 31, 2010.

The Company’s subsidiary, MidSouth Bank, N.A. (“the Bank”) completed the acquisition of five Jefferson Bank branches in the Dallas-Fort Worth market from First Bank and Trust Company of Lubbock, Texas on July 29, 2011.  The Bank acquired $68.9 million in performing loans, including $59.8 million of Jefferson Bank loans and $9.1 million of participation loans from First Bank and Trust.  Jefferson Bank deposits assumed with the purchase totaled $164.3 million.

Linked quarter loan growth during the third quarter of 2011 was $17.1 million, or 10.4% on an annualized basis, excluding the loans acquired from and participated with First Bank and Trust.

MidSouth’s leverage capital ratio was 12.54% at September 30, 2011 compared to 14.00% at December 31, 2010.  Tier 1 risk-weighted capital and total risk-weighted capital ratios were 18.06% and 19.02% at September 30, 2011, compared to 21.11% and 22.36% at December 31, 2010, respectively.  The Tier 1 common equity leverage ratio at September 30, 2011 was 8.34% and tangible book value was $10.45 per common share for the same period.  Tangible common equity totaled $101.7 million at September 30, 2011, compared to $107.9 million at December 31, 2010.  Tangible common equity declined as a result of goodwill and intangibles added with the purchase of the Jefferson Bank branches.

Asset Quality

Nonperforming assets declined 40.3% in year-over-year comparison, 26.8% from the year-end 2010 level, and 5.6% in linked-quarter comparison as the Company continued to work problem assets off the balance sheet.  Total nonperforming assets were reduced from $25.6 million at September 30, 2010 to $15.3 million at September 30, 2011, a $10.3 million reduction that included five commercial credits.  Specific reserves of $2.8 million related to two of the credits were charged off in the first quarter of 2011.  The two credits were later transferred into Other Real Estate (“ORE”) during the second and third quarters of 2011. Additionally, a $3.9 million credit paid off in the fourth quarter of 2010, a $1.6 million credit was sold in the first quarter of 2011 and a $2.7 million national participation credit was sold in the third quarter of 2011 to further reduce nonperforming assets.

Allowance coverage for nonperforming loans was 91.32% at September 30, 2011, compared to 34.91% at September 30, 2010 and 44.81% at December 31, 2010.  Annualized net charge-offs for the three months ended September 30, 2011 were 0.38% of total loans compared to 1.02% for the three months ended September 30, 2010 and 0.35% for the fourth quarter of 2010.  The

ALL/total loans ratio was 1.09% for the quarter ended September 30, 2011, compared to 1.41% at September 30, 2010 and 1.52% at December 31, 2010.  Year-to-date annualized net charge-offs/total loans ratio of 0.92% and the ALL/total loans ratio of 1.09% at September 30, 2011 were both impacted by the $2.8 million in specific reserves charged-off during the first quarter of 2011.  Additionally, the ALL/total loans ratio was affected by the $68.9 million of performing loans acquired in the third quarter of 2011, which had the impact of reducing the ALL/total loans ratio by 13 basis points versus the ratio at the quarter ended June 30, 2011.

Loans past due 90 days or more and still accruing totaled $87,000 at September 30, 2011, a decrease of $537,000 from September 30, 2010 and an increase of $21,000 from December 31, 2010.  Total nonperforming assets to total loans plus ORE and other assets repossessed were 2.25% at September 30, 2011, compared to 4.28% at September 30, 2010 and 3.59% at December 31, 2010.  Loans classified as troubled debt restructurings totaled $461,000 at September 30, 2011.  Classified assets, including ORE, decreased $4.2 million, or 11.7% during the third quarter of 2011, from $36.0 million at June 30, 2011 to $31.8 million at September 30, 2011.

Mr. Cloutier, commenting on MidSouth’s asset quality, remarked, “We are pleased with the improvement in asset quality in the third quarter, as well as over the course of this year.  Two of the three largest non-performing assets going into this year were liquidated and the third is in ORE producing positive cash flow from net rental income on a monthly basis.”

Earnings

Third Quarter 2011 vs. Third Quarter 2010 Earnings Comparison

Third quarter 2011 net earnings before dividends on preferred stock totaled $1.1 million compared to $1.2 million for the third quarter of 2010.  Net earnings decreased despite a $1.4 million increase in net interest income and an $850,000 decrease in the provision for loan losses primarily due to a $2.1 million increase in non-interest expense and a $0.3 million decline in non-interest income.  Included in the $1.4 million increase in net interest income is $334,000 of net interest income earned from the Jefferson Bank branches acquired on July 29, 2011.  The decrease in earnings was partially impacted by a $338,000 decrease in non-interest income.  Service charges on deposit accounts decreased $646,000 primarily as a result of fewer insufficient funds (“NSF”) transactions processed.  The decrease in service charges on deposit accounts was partially offset by a $105,000 increase in ATM/debit card income and by $196,000 in other non-interest income recorded on ORE.  Non-interest expense increased $2.1 million in prior year quarterly comparison and included $876,000 in merger and conversion expenses related to the Jefferson Bank branch acquisition. Operating expenses recorded for the Jefferson Bank branches during the third quarter 2011 totaled $497,000.   Other increases in non-interest expenses (exclusive of Jefferson Bank merger, conversion, and operating costs) included $373,000 in expenses on ORE and repossessed assets, $292,000 in salary expense and $174,000 in benefit costs.  Other increases in marketing expenses ($154,000) and occupancy expenses ($163,000) were offset by decreases in internet banking processing costs ($287,000) and FDIC fees ($146,000).

Third Quarter 2011 vs. Second Quarter 2011 Earnings Comparison

In linked-quarter comparison, net earnings before dividends on preferred stock decreased $253,000 as a $1.1 million increase in net interest income and a $250,000 decrease in provision for loan loss was offset by a $1.9 million increase in non-interest expenses.  Non-interest expenses increased primarily due to the $1.4 million in merger, conversion and operating expenses related to the Jefferson Bank branch acquisition.  Other increases in noninterest expenses (exclusive of Jefferson Bank merger, conversion, and operating costs) included primarily $545,000 in salary and benefits costs and $149,000 in occupancy expenses.

Year-Over-Year Earnings Comparison

In year-over-year comparison, net earnings before dividends on preferred stock decreased

$730,000 as a result of a $1.8 million reduction in non-interest income and a $2.1 million increase in non-interest expense that offset a $1.9 million improvement in net interest income and a $1.0 million decrease in provision for loan loss.  The $1.8 million decrease in non-interest income was driven by a $2.4 million reduction in NSF fee income due to a lower volume of NSF transactions processed.  Regulatory changes governing our ability to collect NSF fees implemented in the second half of 2010, combined with proactive steps taken during the first quarter of 2011 in response to guidance issued by the FDIC, have significantly lowered our NSF fee income.  Additional regulatory changes regarding electronic transactions could further reduce our non-interest income earned in future periods.  Other increases in non-interest expense (exclusive of Jefferson Bank merger, conversion, and operating costs) included primarily $721,000 in expenses on ORE and repossessed assets and $480,000 in salary and benefits costs, which were partially offset by a $355,000 reduction in internet banking processing costs.

Net Interest Income Analysis

Fully taxable-equivalent (“FTE”) net interest income totaled $12.0 million and $10.7 million for the quarters ended September 30, 2011 and 2010, respectively.  The FTE net interest income increased $1.3 million in prior year comparison primarily due to a $140.7 million increase in the volume of average earning assets as a result of the Jefferson Bank branch acquisition.  The average volume of loans increased $55.0 million in quarterly comparison and the average yield on loans fell 15 basis points, from 6.82% to 6.67%.  Discount accretion on acquired loans added 7 basis points to the average yield on loans for the third quarter of 2011.  Net of the impact of discount accretion, average loan yields declined 22 basis points in prior year quarterly comparison to 6.60%.  Loan yields have declined primarily due to lower repricing rates as a result of a competitive environment and lower market interest rates.  The average volume of investment securities increased $44.9 million in quarterly comparison as a portion of excess cash flow from the acquisition was placed primarily in agency mortgage-backed securities.  The average yield on investment securities decreased 19 basis points, from 3.44% to 3.25% primarily due to lower reinvestment rates and a reduction in the volume and yield on tax exempt securities within the portfolio. The average volume of overnight interest bearing deposits earning 0.26% increased $40.7 million also as a result of cash absorbed with the acquisition.  The average yield on all earning assets decreased 39 basis points in prior year quarterly comparison, from 5.52% for the third quarter of 2010 to 5.13% for the third quarter of 2011.   Net of the impact of discount accretion, the average yield on total earning assets declined 44 basis points, from 5.52% to 5.08% for the three month periods ended September 30, 2010 and 2011, respectively.

Interest expense decreased due to a 36 basis point reduction in the average rate paid on interest bearing liabilities, from 1.11% at September 30, 2010 to 0.75% at September 30, 2011.  The average volume of interest-bearing deposits increased $116.9 million in prior year quarterly comparison primarily due to deposits acquired with the Jefferson Bank branch purchase.  Net of premium amortization on acquired certificates of deposit, the average rate paid on interest bearing liabilities was 0.87% for the third quarter of 2011 compared to 1.11% for the third quarter of 2010.  The average rate paid on interest bearing liabilities has decreased as offering rates on interest bearing deposits and repurchase agreements with bank customers have been adjusted closer to market rates over the past 12 months.

As a result of these changes in volume and yield on earning assets and interest bearing liabilities, the FTE net interest margin decreased 15 basis points, from 4.72% for the third quarter of 2010 to 4.57% for the third quarter of 2011.  Net of a 13 basis point effect of discount accretion on acquired loans and premium amortization on acquired certificates of deposit, the FTE margin decreased 28 basis points, from 4.72% for the third quarter of 2010 to 4.44% for the third quarter of 2011.

In year-to-date comparison, FTE net interest income increased $1.7 million primarily due to a $1.4 million reduction in interest expense.  Interest expense decreased primarily due to a 36 basis point reduction in the average rate paid on interest-bearing liabilities, from 1.18% at September 30, 2010 to 0.82% at September 30, 2011, driven by a decrease in the average rate paid on interest-bearing deposits and repurchase agreements.  Net of a 4 basis point effect of premium amortization on acquired certificates of deposit from Jefferson Bank, the average rate paid on interest-bearing liabilities was 0.86% at September 30, 2011.   Interest income on average earning assets increased $284,000 in year-to-date comparison, as an $83.1 million increase in the average volume of earning assets offset a 44 basis point reduction in the average yield on earning assets, from 5.60% at September 30, 2010 to 5.16% at September 30, 2011, driven by lower loan and investment yields.  Net of a 2 basis point effect of discount accretion on acquired loans, the average yield on earning assets was 5.14% at September 30, 2011.  The FTE net interest margin declined 17 basis points, from 4.73% for the nine months ended September 30, 2010 to 4.56% for the nine months ended September 30, 2011.  Net of purchase accounting adjustments, the FTE net interest margin declined 21 basis points, from 4.73% to 4.52% for the nine months ended September 30, 2010 and 2011, respectively.

In linked-quarter comparison, FTE net interest income increased $1.1 million, primarily due to a $94.5 million increase in the average volume of earning assets as a result of the Jefferson Bank branch acquisition.  Average loan volume increased $63.8 million and the average yield on loans, net of discount accretion on acquired loans, decreased 15 basis points from 6.75% at June 30, 2011 to 6.60% at September 30, 2011.  The average volume of interest bearing liabilities increased $95.4 million in linked-quarter comparison, and the average rate paid increased 3 basis points, net of premium amortization on acquired certificates of deposit, from 0.84% at June 30, 2011 to 0.87% at September 30, 2011.  Accordingly, the FTE margin decreased 17 basis points, net of purchase accounting adjustments, from 4.61% for the second quarter of 2011 to 4.44% for the third quarter of 2011.

Mergers and Acquisition Activity

During the third quarter, the Bank executed agreements with Beacon Federal in Tyler, Texas and First Louisiana National Bank (“FLNB”) in Breaux Bridge, Louisiana.  On October 25, 2011, the shareholders of the parent holding company of FLNB approved the Bank’s acquisition of substantially all the assets of FLNB.  Pending receipt of the remaining necessary regulatory approvals and satisfaction of other customary closing conditions, both transactions are expected to close late in the fourth quarter of 2011.  Additional information on the two pending transactions and on third quarter 2011 results can be found under the Investor Relations tab of our website at www.midsouthbank.com.

About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a bank holding company headquartered in Lafayette, Louisiana, with assets of $1.2 billion as of September 30, 2011. Through its wholly owned subsidiary, MidSouth Bank, N.A., MidSouth offers a full range of banking services to commercial and retail customers in Louisiana and Texas.  MidSouth Bank has 39 locations in Louisiana and Texas and is connected to a worldwide ATM network that provides customers with access to more than 43,000 surcharge-free ATMs. More corporate information is available at www.midsouthbank.com.

Forward-Looking Statements

Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties.  These statements include, among others, statements regarding future results, improvements in classified and criticized assets, changes in the local and national economy, the work-out of nonaccrual loans, the completion of the Beacon Federal and First Louisiana National Bank branch acquisitions, the competition for other potential acquisitions the impacts from the integration of operations from completed acquisitions and the impact of regulatory changes regarding electronic transactions.  Actual results may differ materially from the results anticipated in these forward-looking statements.  Factors that might cause such a difference include, among other matters, 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, including, without limitation, changes related to the oil and gas industries, that could adversely affect customers and their ability to repay borrowings under agreed upon terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans; the timing and ability to reach any agreement to restructure nonaccrual loans;  increased competition for deposits and loans which could affect compositions, rates and terms; 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; loss of critical personnel and the challenge of hiring qualified personnel at reasonable compensation levels; legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their application by our regulators, changes in the scope and cost of FDIC insurance and other coverage; and other factors discussed under the heading “Risk Factors” in MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March 16, 2011 and in its other filings with the SEC.  MidSouth does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
	For the Quarter Ended									For the Quarter Ended
	September 30,						%			June 30,			%
EARNINGS DATA	2011			2010			Change			2011			Change
Total interest income	$	13,120		$	12,120			8.3	%	$	11,935			9.9	%
Total interest expense		1,462			1,821			-19.7	%		1,404			4.1	%
Net interest income		11,658			10,299			13.2	%		10,531			10.7	%
FTE net interest income		11,992			10,705			12.0	%		10,880			10.2	%
Provision for loan losses		650			1,500			-56.7	%		900			-27.8	%
Non-interest income		3,398			3,736			-9.0	%		3,213			5.8	%
Non-interest expense		13,175			11,117			18.5	%		11,233			17.3	%
Earnings before income taxes		1,231			1,418			-13.2	%		1,611			-23.6	%
Income tax benefit (expense)		(131	)		(179	)		-26.8	%		(258	)		-49.2	%
Net earnings		1,100			1,239			-11.2	%		1,353			-18.7	%
Dividends on preferred stock		804			300			168.0	%		299			168.9	%
Net earnings available to common shareholders	$	296		$	939			-68.5	%	$	1,054			-71.9	%
PER COMMON SHARE DATA
Basic earnings per share	$	0.03		$	0.09			-66.7	%	$	0.10			-70.0	%
Diluted earnings per share		0.03			0.09			-66.7	%		0.10			-70.0	%
Quarterly dividends per share		0.07			0.07			0.0	%		0.07			0.0	%
Book value at end of period		12.47			12.17			2.5	%		12.29			1.5	%
Tangible book value at period end		10.45			11.20			-6.7	%		11.33			-7.8	%
Market price at end of period		10.75			14.15			-24.0	%		13.63			-21.1	%
Shares outstanding at period end		9,730,265			9,725,252			0.1	%		9,730,266			0.0	%
Weighted average shares outstanding
Basic		9,726,024			9,709,538			0.2	%		9,723,156			0.03	%
Diluted		9,740,275			9,725,368			0.2	%		9,739,482			0.01	%
AVERAGE BALANCE SHEET DATA
Total assets	$	1,148,516		$	985,782			16.5	%	$	1,035,646			10.9	%
Loans and leases		642,601			587,596			9.4	%		578,752			11.0	%
Total deposits		927,551			774,013			19.8	%		829,661			11.8	%
Total common equity		120,216			118,051			1.8	%		118,386			1.5	%
Total tangible common equity		103,991			108,634			-4.3	%		109,033			-4.6	%
Total equity		144,757			137,387			5.4	%		137,870			5.0	%
SELECTED RATIOS	9/30/2011			9/30/2010						6/30/2011
Annualized return on average assets		0.10	%		0.38	%		-73.7	%		0.41	%		-75.6	%
Annualized return on average tangible common equity		1.13	%		3.43	%		-67.1	%		3.88	%		-70.9	%
Average loans to average deposits		69.28	%		75.92	%		-8.7	%		69.76	%		-0.7	%
Taxable-equivalent net interest margin		4.57	%		4.72	%		-3.2	%		4.61	%		-0.9	%
Leverage capital ratio		12.54	%		14.16	%		-11.4	%		13.60	%		-7.8	%
CREDIT QUALITY
Allowance for loan losses (ALL) as a % of total loans		1.09	%		1.41	%		-22.7	%		1.24	%		-12.1	%
Nonperforming assets to tangible equity + ALL		10.86	%		18.76	%		-42.1	%		11.83	%		-8.2	%
Nonperforming assets to total loans, other real estate
and other repossessed assets		2.25	%		4.28	%		-47.4	%		2.74	%		-17.9	%
Annualized YTD net charge-offs to total loans		0.92	%		0.83	%		11.3	%		1.37	%		-33.0	%

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
BALANCE SHEET	September			September			%			June 30,			March 31,
	2011			2010			Change			2011			2011
Assets
Cash and cash equivalents	$	97,802		$	53,379			83.2	%	$	74,239		$	101,443
Securities available-for-sale		325,736			274,291			18.8	%		322,272			289,820
Securities held-to-maturity		43,736			1,588			2654.2	%		340			819
Total investment securities		369,472			275,879			33.9	%		322,612			290,639
Time deposits held in banks		-			5,060			-100.0	%		-			-
Other investments		5,057			5,065			-0.2	%		5,060			5,059
Total loans		673,426			598,311			12.6	%		587,412			574,254
Allowance for loan losses		(7,329	)		(8,446	)		-13.2	%		(7,313	)		(6,752	)
Loans, net		666,097			589,865			12.9	%		580,099			567,502
Premises and equipment		40,752			36,814			10.7	%		37,178			36,425
Goodwill and other intangibles		19,708			9,406			109.5	%		9,345			9,365
Other assets		23,063			17,361			32.8	%		20,572			16,366
Total assets	$	1,221,951		$	992,829			23.1	%	$	1,049,105		$	1,026,799
Liabilities and Shareholders' Equity
Non-interest bearing deposits	$	222,937			195,496			14.0	%	$	217,706		$	208,758
Interest-bearing deposits		766,073			584,110			31.2	%		608,190			614,770
Total deposits		989,010			779,606			26.9	%		825,896			823,528
Securities sold under agreements to
repurchase and other short term
borrowings		55,078			53,091			3.7	%		45,963			45,725
Junior subordinated debentures		15,465			15,465			0.0	%		15,465			15,465
Other liabilities		9,031			6,970			29.6	%		22,651			5,482
Total liabilities		1,068,584			855,132			25.0	%		909,975			890,200
Total shareholders' equity		153,367			137,697			11.4	%		139,130			136,599
Total liabilities and shareholders' equity	$	1,221,951		$	992,829			23.1	%	$	1,049,105		$	1,026,799

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
	Three Months Ended									Nine Months Ended
EARNINGS STATEMENT	September 30,						%			September 30,						%
	2011			2010			Change			2011			2010			Change
Interest income	$	13,120		$	12,120			8.3	%	$	36,443		$	35,988			1.3	%
Interest expense		1,462			1,821			-19.7	%		4,313			5,765			-25.2	%
Net interest income		11,658			10,299			13.2	%		32,130			30,223			6.3	%
Provision for loan losses		650			1,500			-56.7	%		3,150			4,150			-24.1	%
Service charges on deposit accounts		1,781			2,427			-26.6	%		5,066			7,485			-32.3	%
Other charges and fees		1,617			1,309			23.5	%		4,575			3,916			16.8	%
Total non-interest income		3,398			3,736			-9.0	%		9,641			11,401			-15.4	%
Salaries and employee benefits		5,778			5,118			12.9	%		15,980			15,306			4.4	%
Occupancy expense		2,474			2,177			13.6	%		6,718			6,709			0.1	%
FDIC premiums		188			334			-43.7	%		711			986			-27.9	%
Other non-interest expense		4,735			3,488			35.8	%		11,726			10,019			17.0	%
Total non-interest expense		13,175			11,117			18.5	%		35,135			33,020			6.4	%
Earnings before income taxes		1,231			1,418			-13.2	%		3,486			4,454			-21.7	%
Income tax benefit (expense)		(131	)		(179	)		-26.8	%		(292	)		(530	)		-44.9	%
Net earnings		1,100			1,239			-11.2	%		3,194			3,924			-18.6	%
Dividends on preferred stock		804			300			168.0	%		1,402			898			56.1	%
Net earnings available to common shareholders	$	296		$	939			-68.5	%	$	1,792		$	3,026			-40.8	%
Earnings per common share, diluted	$	0.03		$	0.09			-66.7	%	$	0.18		$	0.31			-41.9	%

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
EARNINGS STATEMENT	Third			Second			First		Fourth			Third
QUARTERLY TRENDS	Quarter			Quarter			Quarter		Quarter			Quarter
	2011			2011			2011		2010			2010
Interest income	$	13,120		$	11,935		$	11,388	$	12,136		$	12,120
Interest expense		1,462			1,404			1,447		1,630			1,821
Net interest income		11,658			10,531			9,941		10,506			10,299
Provision for loan losses		650			900			1,600		870			1,500
Net interest income after provision for loan loss		11,008			9,631			8,341		9,636			8,799
Total non-interest income		3,398			3,213			3,030		3,456			3,736
Total non-interest expense		13,175			11,233			10,727		10,798			11,117
Earnings before income taxes		1,231			1,611			644		2,294			1,418
Income tax benefit (expense)		(131	)		(258	)		97		(438	)		(179	)
Net earnings		1,100			1,353			741		1,856			1,239
Dividends on preferred stock		804			299			299		300			300
Net earnings available to common shareholders	$	296		$	1,054		$	442	$	1,556		$	939
Earnings per common share, diluted	$	0.03		$	0.10		$	0.05	$	0.16		$	0.09

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
COMPOSITION OF LOANS	September 30,		September 30,		%			June 30,		March 31,
	2011		2010		Change			2011		2011
Commercial, financial, and agricultural	$	212,232	$	194,729		9.0	%	$	194,136	$	175,148
Lease financing receivable		4,472		5,192		-13.9	%		4,660		4,565
Real estate - construction		60,055		47,407		26.7	%		46,608		47,481
Real estate - commercial		262,984		208,491		26.1	%		213,007		217,906
Real estate - residential		78,188		74,820		4.5	%		71,589		69,800
Installment loans to individuals		54,779		66,544		-17.7	%		56,768		58,799
Other		716		1,128		-36.5	%		644		555
Total loans	$	673,426	$	598,311		12.6	%	$	587,412	$	574,254
COMPOSITION OF DEPOSITS	September 30,		September 30,		%			June 30,		March 31,
		2011		2010	Change				2011		2011
Noninterest bearing	$	222,937	$	195,496		14.0	%	$	217,706	$	208,758
NOW & Other		207,096		175,835		17.8	%		184,072		185,395
Money Market/Savings		313,768		285,754		9.8	%		309,138		316,200
Time Deposits of less than $100,000		101,436		61,858		64.0	%		55,912		57,278
Time Deposits of $100,000 or more		143,773		60,663		137.0	%		59,068		55,897
Total deposits	$	989,010	$	779,606		26.9	%	$	825,896	$	823,528

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
ASSET QUALITY DATA	September 30,			September 30,			%			June 30,			March 31,
	2011			2010			Change			2011			2011
Nonaccrual loans	$	7,939		$	23,569			-66.3	%	$	10,456		$	15,570
Loans past due 90 days and over		87			624			-86.1	%		69			304
Total nonperforming loans		8,026			24,193			-66.8	%		10,525			15,874
Other real estate owned		7,278			1,401			419.5	%		5,677			1,528
Other repossessed assets		9			55			-83.6	%		23			26
Total nonperforming assets	$	15,313		$	25,649			-40.3	%	$	16,225		$	17,428
Troubled debt restructurings	$	461		$	661			-30.3	%	$	463		$	1,337
Nonperforming assets to total assets		1.25	%		2.58	%		-51.6	%		1.55	%		1.70	%
Nonperforming assets to total loans +
ORE + other repossessed assets		2.25	%		4.28	%		-47.4	%		2.74	%		3.03	%
ALL to nonperforming loans		91.32	%		34.91	%		161.6	%		69.48	%		42.53	%
ALL to total loans		1.09	%		1.41	%		-22.7	%		1.24	%		1.18	%
Year-to-date charge-offs	$	4,890		$	3,908			25.1	%	$	4,208		$	3,747
Year-to-date recoveries		256			209			22.5	%		208			86
Year-to-date net charge-offs	$	4,634		$	3,699			25.3	%	$	4,000		$	3,661
Annualized YTD net charge-offs to total loans		0.92	%		0.83	%		11.3	%		1.37	%		2.59	%

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
YIELD ANALYSIS	Three Months Ended							Three Months Ended
	September 30, 2011							September 30, 2010
			Tax							Tax
	Average		Equivalent		Yield/			Average		Equivalent		Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Taxable securities	$	223,933	$	1,407		2.51	%	$	161,183	$	925		2.30	%
Tax-exempt securities		90,677		1,150		5.07	%		108,555		1,392		5.13	%
Total investment securities		314,610		2,557		3.25	%		269,738		2,317		3.44	%
Federal funds sold		4,647		2		0.17	%		4,594		3		0.26	%
Time and interest bearing deposits in
other banks		74,438		49		0.26	%		33,704		58		0.68	%
Other investments		5,058		43		3.40	%		5,066		44		3.44	%
Loans		642,601		10,803		6.67	%		587,596		10,104		6.82	%
Total interest earning assets		1,041,354		13,454		5.13	%		900,698		12,526		5.52	%
Non-interest earning assets		107,162							85,084
Total assets	$	1,148,516						$	985,782
Interest-bearing liabilities:
Deposits	$	703,114	$	1,013		0.57	%	$	586,258	$	1,325		0.90	%
Repurchase agreements		49,819		207		1.65	%		51,920		249		1.90	%
Junior subordinated debentures		15,465		242		6.12	%		15,465		247		6.25	%
Total interest-bearing liabilities		768,398		1,462		0.75	%		653,643		1,821		1.11	%
Non-interest bearing liabilities		235,361							194,752
Shareholders' equity		144,757							137,387
Total liabilities and  shareholders'
equity	$	1,148,516						$	985,782
Net interest income (TE) and spread			$	11,992		4.38	%			$	10,705		4.41	%
Net interest margin						4.57	%						4.72	%

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
YIELD ANALYSIS	Nine Months Ended							Nine Months Ended
	September 30, 2011							September 30, 2010
			Tax							Tax
	Average		Equivalent		Yield/			Average		Equivalent		Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Taxable securities	$	200,559	$	3,538		2.35	%	$	152,383	$	2,816		2.46	%
Tax-exempt securities		95,546		3,664		5.11	%		109,938		4,247		5.15	%
Total investment securities		296,105		7,202		3.24	%		262,321		7,063		3.59	%
Federal funds sold		4,758		7		0.19	%		2,351		4		0.22	%
Time and interest bearing deposits in
other banks		68,217		170		0.33	%		36,811		214		0.78	%
Other investments		5,059		116		3.06	%		4,989		113		3.02	%
Loans		598,366		30,015		6.71	%		582,904		29,832		6.84	%
Total interest earning assets		972,505		37,510		5.16	%		889,376		37,226
Non-interest earning assets		92,732							84,944
Total assets	$	1,065,237						$	974,320
Interest-bearing liabilities:
Deposits	$	639,710	$	2,985		0.62	%	$	589,636	$	4,316		0.98	%
Repurchase agreements		47,230		602		1.70	%		47,433		713		2.01	%
Federal funds purchased		-		-		-			325		2		0.81	%
Other borrowings		-		-		-			912		3		0.44	%
Junior subordinated debentures		15,465		726		6.19	%		15,465		731		6.23	%
Total interest-bearing liabilities		702,405		4,313		0.82	%		653,771		5,765		1.18	%
Non-interest bearing liabilities		222,888							184,739
Shareholders' equity		139,944							135,810
Total liabilities and  shareholders'
equity	$	1,065,237						$	974,320
Net interest income (TE) and spread			$	33,197		4.34	%			$	31,461		4.42	%
Net interest margin						4.56	%						4.73	%

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures
(in thousands except per share data)
	For the Quarter Ended
	September 30,		September 30,		June 30,
Per Common Share Data	2011		2010		2011
Book value per common share	$	12.47	$	12.17	$	12.29
Effect of intangible assets per share		2.02		0.97		0.96
Tangible book value per common share	$	10.45	$	11.20	$	11.33
Earnings per share	$	0.03	$	0.09	$	0.10
Effect of Merger-related costs, after-tax		0.06		-		-
Effect of accretion - repayment of TARP		0.05		-		-
Operating Earnings per share	$	0.14	$	0.09	$	0.10
Average Balance Sheet Data
Total equity	$	144,757	$	137,387	$	137,870
Preferred equity		24,541		19,336		19,484
Total common equity	$	120,216	$	118,051	$	118,386
Intangible assets		16,225		9,417		9,353
Tangible common equity	$	103,991	$	108,634	$	109,033
Certain financial information included in the earnings release and the associated Condensed Consolidated Financial Information (unaudited) is determined by methods other than in accordance with GAAP. The non-GAAP financial measure above is calculated by using "tangible common equity," which is defined as total common equity reduced by intangible assets. "Tangible book value per common share" is defined as tangible common equity divided by total common shares outstanding.
We use non-GAAP measures because we believe they are useful for evaluating our financial condition and performance over periods of time, as well as in managing and evaluating our business and in discussions about our performance. We also believe these non-GAAP financial measures provide users of our financial information with a meaningful measure for assessing our financial condition as well as comparison to financial results for prior periods. These results should not be viewed as a substitute for results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP performance measures that other companies may use.

EX-99.2

Investor Contacts: Rusty Cloutier

  President & CEO  or

  Jim McLemore, CFA

  Sr. EVP & CFO

  337.237.8343

Media Contact:      Alex Calicchia

 Chief Marketing Officer

 337.593.3008

MIDSOUTH BANCORP, INC.

DECLARES REGULAR DIVIDEND

LAFAYETTE, LA., October 25, 2011/PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc.(“MidSouth”) (NYSE Amex: MSL),  announced a cash dividend was declared in the amount of seven cents ($.07) per share to be paid on its common stock on January 3, 2012 to shareholders of record on December 15, 2011.

About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a bank holding company headquartered in Lafayette, Louisiana, with assets of $1.2 billion as of September 30, 2011. Through its wholly owned subsidiary, MidSouth Bank, N.A., MidSouth offers a full range of banking services to commercial and retail customers in Louisiana and Texas. MidSouth Bank has 39 locations in Louisiana and Texas and is connected to a worldwide ATM network that provides customers with access to more than 43,000 surcharge-free ATMs. More corporate information is available at www.midsouthbank.com

EX-99.3

MidSouth Bancorp, Inc.NYSE-Amex:MSL

3Q11 Supplemental Materials

October 25, 2011

Forward Looking Statements

2

Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995, which involve risks and uncertainties.These statements include, among others, statements regarding future results, improvements
in classified and criticized assets, changes in the local and national economy, the work-out of nonaccrual loans, the completion of the
Beacon Federal and First Louisiana National Bank branch acquisitions, the competition for other potential acquisitions the impacts from the
integration of operations from completed acquisitions and the impact of regulatory changes regarding electronic transactions.Actual results
may differ materially from the results anticipated in these forward-looking statements.

Factors that might cause such a difference include, among other matters, 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, including, without limitation,
changes related to the oil and gas industries, that could adversely affect customers and their ability to repay borrowings under agreed upon
terms, adversely affect the value of the underlying collateral related to their borrowings, and reduce demand for loans; the timing and ability
to reach any agreement to restructure nonaccrual loans;increased competition for deposits and loans which could affect compositions, rates
and terms; 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; loss of critical personnel and the challenge of hiring qualified personnel at reasonable
compensation levels; legislative and regulatory changes, including changes in banking, securities and tax laws and regulations and their
application by our regulators, changes in the scope and cost of FDIC insurance and other coverages; and other factors discussed under the
heading “Risk Factors” in MidSouth’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on March
16, 2011 and in its other filings with the SEC.

MidSouth does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new
information, future events or otherwise, except as required by law.

3rd Quarter 2011 Highlights

ØOperating EPS of $0.14 versus $0.09 for 3Q10 excluding special items:

ØGAAP diluted EPS of $0.03

ØSignificant Mergers and Acquisition expenses of $0.06 per share

ØJefferson Bank - Dallas - closed 7/29/11

ØBeacon Federal - P&A agreement signed to purchase Tyler, TX branch

ØFirst Louisiana National Bank - P&A agreement signed to purchase bank in
Breaux Bridge, LA (in-market)

ØDiscount acceleration of $0.05 per share

ØAssociated with repayment of $20 million of TARP following closing of $32
million Preferred Stock issued under Small Business Lending Fund

Ø$12 million of remaining proceeds injected into MidSouth Bank

ØCoupon rate for 4Q11 and 1Q12 = 5% based on qualifying small business
loans

3

Jefferson Bank - Purchase Accounting Impact

4

	Fair Value ($000's)
Cash and Due From	$93,800
Investments	175
Loans, net	57,694	(1)
Premises and Equipment, net	3,632
Core Deposit Intangible	2,702	(2)
Goodwill	7,725
Other Assets	327
Total Assets	$166,055
DDA and Savings	$35,621
Time Deposits	130,151	(3)
Other Liabilities	283
Total Liabilities	$166,055

(1)Loans do not include $9.1 million in loan participations of loans originated by First Bank & Trust and purchased under P&A agreement

Face value of loans purchased were $59.8 million, which resulted in a fair value mark of $2.1 million or 3.5%.

No impaired loans purchased.All discount is accretable yield, which is estimated to be approx. $177,000 per quarter (3Q11=$118,000)

(2)CDI amortized over 10 years using straight line method, or approximately $68,000 per quarter (3Q11=$45,000)

(3)CD's include a fair value mark of $1.4 million.Results in reduction of effective interest expense recognized on CD's.

Amount of reduction in interest expense declines over time as CD's mature.

Estimated reduction of interest expense - 4Q11 - $277,000, 1Q12 - $220,000, 2Q12 - $181,000, 3Q12 - $162,000, 4Q12 - $139,000 (3Q11=$228,000)

Non-GAAP Reconciliation

Non-GAAP Financial Measures

This presentation also includes non-GAAP financial measures determined by methods other than in accordance with generally accepted accounting principles (“GAAP”).Such

non-GAAP financial measures include (1) the ratio of tangible common equity to tangible assets, (2) tangible book value per share, (3) pre-tax pre-provision earnings and (4) operating

earnings per share.The most comparable GAAP measures to these measures are the ratio of equity to total assets, book value per share, earnings before taxes and earnings per share,

respectively. We use these non-GAAP financial measures because we believe they are useful for evaluating our financial condition, operations and performance over periods of time, as

well as in managing and evaluating our business and in discussions about our operations and performance.With respect to operating per share, such financial measure excludes unusual

expenses related to our recently completed or announced acquisitions and the repayment of TARP funds that are not expected to reoccur. We also believe these non-GAAP financial

measures provides users of our financial information with a meaningful measure for assessing our financial condition, financial results and credit trends, as well as comparison to financial

results for prior periods.These disclosures should not be viewed as a substitute for results determined in accordance with GAAP, and are not necessarily comparable to non-GAAP

performance measures that other companies may use.

5

	As of and for the year ended December 31,
		2007		2008		2009		2010		As of 9/30/11
Book value per common share		$10.41		$11.04		$11.81		$12.05		$12.47
Effect of intangible assets per share		1.48		1.45		1.02		0.96		2.02
Tangible book value per common share		$8.93		$9.59		$10.79		$11.09		$10.45
Equity to total assets at period end		8.02	%	7.80	%	13.30	%	13.63	%	12.55	%
Effect of intangible assets		1.07		0.96		0.86		0.82		1.43
Tangible equity to tangible assets at period end		6.95	%	6.84	%	12.44	%	12.82	%	11.12	%
Effect of preferred equity		0.00		0.00		1.99		1.95		2.66	%
Tangible common equity to tangible assets at period end		6.95	%	6.84	%	10.45	%	10.86	%	8.46	%

6

Non-GAAP Reconciliation (cont’d)

(1)3Q11 Non-recurring noninterest expense items - Merger related charges ($876,000)

(2)2Q11 Non-recurring noninterest expense items - Merger related charges ($115,000)

(3)4Q10 Non-recurring interest income - recovery of interest on large non-accrual loan ($298,000)

	Third		Second		First	Fourth		Third
	Quarter		Quarter		Quarter	Quarter		Quarter
	2011		2011		2011	2010		2010
Net Interest Income	$11,658		$10,531		$9,941	$10,506		$10,299
FTE Adjustment	334		349		382	393		406
Less: Other Adjustments	-		-		-	(298)	(3)	-
Net Interest Income, FTE, as adjusted	11,992		10,880		10,323	10,601		10,705
Noninterest Income	3,398		3,213		3,030	3,456		3,736
Less: Realized Gains on Securities Sold	(58)		(41)		3	-		-
Total Revenues, as adjusted (FTE)	15,332		14,052		13,356	14,057		14,441
Noninterest Expense	13,175		11,233		10,727	10,798		11,117
Less: Adjustments	(876)	(1)	(115)	(2)	-	-		-
Noninterest Expense, as adjusted	12,299		11,118		10,727	10,798		11,117
Pre-tax, pre-provision earnings, as adjusted	$2,699		$2,585		$2,247	$2,866		$2,918
Earnings per share, as reported	$0.03		$0.10		$0.05	$0.16		$0.09
Effect of merger related costs, after-tax	0.06		-		-			-
Effect of accretion - repayment of TARP	0.05		-		-			-
Operating Earnings per share	$0.14		$0.10		$0.05	$0.16		$0.09