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)			January 29, 2013
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 January 29, 2013, MidSouth Bancorp, Inc. (the “Company”) issued a press release regarding the Company’s earnings for the quarter ended December 31, 2012.  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 5.02.  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS, APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On January 30, 2013, the Compensation Committee of the Board of Directors of MidSouth Bancorp, Inc. approved the 2013 Annual Incentive Compensation Plan (“AICP”), under which each of the Company’s Named Executive Officer’s participates.  Under the AICP, an annual bonus pool is established and will be funded based on the achievement of goals established by the Compensation Committee.  Awards under the AICP are based on the extent to which the established goals are met based on a “target” level established by the Compensation Committee and no payments will be made under awards unless the “threshold” levels established by the Compensation Committee are achieved.  For 2013, the Compensation Committee has determined that 100% of each Named Executive Officer’s potential award under the AICP will be based on the achievement of overall Bank goals, which, like 2012, are based on  net income improvement, net core deposit growth and net loan growth.

Item 8.01.  OTHER EVENTS AND REGULATION FD DISCLOSURE

On January 30, 2013, 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 April 15, 2013 to shareholders of record on April 1, 2013.  The Board also announced a cash dividend of 1.00% per preferred share was declared on its 4.00% Non-Cumulative Perpetual Convertible Preferred Stock.  The dividend is payable on April 15, 2013 to shareholders of record on April 1, 2013.  The Company’s press release announcing the cash dividends is attached as Exhibit 99.2.

Supplemental information on fourth quarter 2012 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 is filed herewith as Exhibit 99.3.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)           Exhibits

99.1 Press Release for 4th Quarter Earnings dated January 29, 2013.

99.2 Press Release for Quarterly Dividend dated January 31, 2013.

99.3 Supplemental Materials for 4th Quarter 2012 – 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:	January 31, 2013

EX-99.1

Investor Contacts:  Rusty Cloutier

   President & CEO or

   Jim McLemore, CFA

   Sr. EVP & CFO

   337.237.8343

MidSouth Bancorp, Inc. Reports Fourth Quarter 2012 Results

·   Diluted EPS $0.12 per common share versus $0.09 per common share YOY

·   Operating EPS of $0.18 per common share excluding merger-related charges

·   Merger with PSB Financial Corporation completed

LAFAYETTE, LA., January 29, 2013/PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc. (“MidSouth”) (NYSE MKT:MSL) today reported net earnings available to common shareholders of $1.3 million for the fourth quarter of 2012, compared to net earnings available to common shareholders of $0.9 million reported for the fourth quarter of 2011 and $2.2 million in net earnings available to common shareholders for the third quarter of 2012.  Diluted earnings for the fourth quarter of 2012 were $0.12 per common share, compared to $0.09 per common share reported for the fourth quarter of 2011 and $0.21 per common share reported for the third quarter of 2012.  The fourth quarter of 2012 included $0.06 per share of after tax merger related expenses, compared to $0.08 per share for the fourth quarter of 2011 and $0.02 per share for the third quarter of 2012.  Excluding these non-operating expenses, operating earnings per share for the fourth quarter of 2012 were $0.18, compared to $0.17 for the fourth quarter of 2011 and $0.23 for the third quarter of 2012.

For the year ended December 31, 2012, net income available to common shareholders totaled $8.1 million compared to $2.7 million for the year ended December 31, 2011.  Diluted earnings per share were $0.77 for 2012, compared to $0.27 for 2011.  Merger related expenses totaled $1.2 million for the year ended December 31, 2012 versus $2.4 million for the year ended December 31, 2011.  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.  Excluding these non-operating expenses, operating earnings per share for the year ended December 31, 2012 were $0.85 versus $0.46 for the year ended December 31, 2011.

On December 28, 2012, MidSouth completed the merger with PSB Financial Corporation.  PSB is the holding company of Many, Louisiana-based The Peoples State Bank, which operates fourteen branches in north Louisiana and one branch in Texarkana, Texas.  MidSouth acquired approximately $471.4 million in assets from PSB and ended 2012 with $1.9 billion in consolidated assets.  There were no material changes in the balance sheet or material operating results of PSB between December 28, 2012 and December 31, 2012.  Therefore, the fourth quarter of 2012 includes no operating results for PSB.  Additional information on the merger with PSB can be found under the Investor Relations tab of our website at www.midsouthbank.com.

Mr. Cloutier, commenting on completing the merger with PSB Financial Corporation and 2012 results said, “We are extremely happy to welcome Peoples State Bank to the MidSouth Bank family and are excited about the opportunity to offer expanded services to our customers in Louisiana and Texas.  In 2012, in addition to the Peoples State Bank merger, we continued to invest in our business with new branch locations and upgraded technology.  We grew loans over 5% and enhanced our strong core deposit franchise.  Nevertheless, the current low interest rate environment presents challenges to our business that we will continue to work through in 2013, especially focusing on improving efficiencies by leveraging our cost structure with continued loan growth and expense savings to continue to build shareholder value.”

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Balance Sheet

Total consolidated assets at December 31, 2012 were $1.9 billion, compared to $1.4 billion at December 31, 2011 and September 30, 2012.  Deposits totaled $1.6 billion at December 31, 2012, compared to $1.2 billion at December 31, 2011 and September 30, 2012.   Continued improvement in the mix of deposits with nontime deposits accounting for 80% of deposits helped reduce the cost of funds to 0.42%.  Deposits acquired through the PSB merger totaled $401.0 million and consisted of $311.0 million of transaction deposits and $90.0 million of time deposits.

Loans totaled $1.0 billion at December 31, 2012, which included $260.1 million in loans acquired from PSB at fair value, compared to $746.3 million at December 31, 2011 and $808.8 million at September 30, 2012.  PSB’s loan mix consisted of 51% commercial real estate loans, 23% commercial and industrial loans, 13% residential real estate loans, 7% consumer installment loans, and 6% construction loans. Excluding loans from PSB, loans decreased $21.9 million on a sequential basis, including an $8.5 million reduction in the utilization of commercial lines of credit.

MidSouth’s Tier 1 leverage capital ratio was 11.82% at December 31, 2012 compared to 10.53% at September 30, 2012.  Tier 1 risk-based capital and total risk-based capital ratios were 13.46% and 14.10% at December 31, 2012, compared to 15.78% and 16.62% at September 30, 2012, respectively.  The Tier 1 common equity leverage ratio at December 31, 2012 was 6.54%.  Tangible common equity totaled $95.4 million at December 31, 2012, compared to $104.9 million at September 30, 2012.  Tangible book value per share at December 31, 2012 was $8.49 versus $10.01 at September 30, 2012.  The primary factors reducing tangible book value per share were the recording of $18.0 million of goodwill and $2.7 million of core deposit intangible in the PSB transaction. Also reducing tangible book value per share was the decrease in other comprehensive income of $1.2 million or approximately $0.11 per share for the quarter ended December 31, 2012.

Asset Quality

Nonperforming assets totaled $18.5 million at December 31, 2012, an increase of $4.3 million over the $14.2 million reported for year-end 201l and $3.0 million over the $15.5 million reported for September 30, 2012.  The increase resulted primarily from the addition of $4.4 million in nonperforming assets acquired from PSB, which included $1.6 million in nonaccrual loans, $2.0 million in loans past due 90 days and over and accruing and $0.8 million in other real estate owned (“ORE”).  Net of the impact of nonperforming assets from PSB, nonperforming assets declined $1.4 million, or 9.0% compared to September 30, 2012.

The addition of PSB nonperforming loans reduced the allowance coverage for nonperforming loans to 67.78% at December 31, 2012 from 83.43% at September 30, 2012.  The ALL/total loans ratio decreased to 0.70% for the fourth quarter of 2012, compared to 0.91% at September 30, 2012.  The ratio of annualized net charge-offs to total loans was 0.19% for the three months ended December 31, 2012 compared to 0.07%  for the three months ended September 30, 2012.

Total nonperforming assets to total loans plus ORE and other assets repossessed decreased from 1.90% at September 30, 2012 to 1.76% at December 31, 2012 due to the addition of $260.1 million in loans from PSB.  ORE and other assets repossessed increased $1.0 million during the fourth quarter primarily due to the $0.8 million in ORE from PSB.  Loans classified as troubled debt restructurings (“TDRs”) totaled $5.1 million at December 31, 2012 compared to $242,000 at September 30, 2012.  A total of $4.8 million in TDRs acquired with PSB included four credits, two of which are large commercial credits.  Classified assets, including ORE, increased $10.4 million, or 43.3% during the three months ended December 31, 2012, from $24.0 million at September 30, 2012 to $34.4 million.  The increase in classified assets resulted primarily from $9.7 million in classified loans and $0.8 million in ORE from PSB.

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Fourth Quarter 2012 vs. Fourth Quarter 2011 Earnings Comparison

Fourth quarter 2012 net earnings before dividends on preferred stock totaled $1.6 million compared to $1.3 million for the fourth quarter of 2011.  The fourth quarter of 2012 included $998,000 of merger related expenses compared to $1.3 million in merger related charges for the fourth quarter of 2011.  Additionally, operating expenses related to new branches opened in the second half of 2012 totaled approximately $220,000 or $0.02 per share on a diluted basis for the fourth quarter of 2012.  Net earnings increased as a $607,000 increase in net interest income, a $275,000 decrease in the provision for loan losses and a $277,000 increase in noninterest income were partially offset by a $398,000 increase in noninterest expense and a $411,000 increase in income tax expense.

Increases in noninterest income consisted primarily of $202,000 in ATM/debit card income and $66,000 in mortgage banking fees.  Increases in noninterest expenses were primarily related to the 2011 acquisitions and included $419,000 in salaries and benefits costs, $474,000 in occupancy expense, $246,000 in legal and professional fees, $127,000 in expenses on ORE and repossessed assets and $78,000 in ATM and debit card expense.  The increased costs were partially offset by decreases of $694,000 in data processing expenses, $122,000 in shares tax expense and $123,000 in marketing expenses.

Fully taxable-equivalent (“FTE”) net interest income totaled $14.0 million and $13.4 million for the quarters ended December 31, 2012 and 2011, respectively.  The FTE net interest income increased $605,000 in prior year quarterly comparison primarily due to a $109.3 million increase in the volume of average earning assets as a result of the three acquisitions completed in the second half of 2011.  The average volume of loans increased $95.7 million in quarterly comparison and the average yield on loans decreased 48 basis points, from 6.69% to 6.21%.  Purchase accounting adjustments on acquired loans added 22 basis points to the average yield on loans for the fourth quarter of 2012 and 19 basis points for the fourth quarter of 2011.  Net of the impact of the purchase accounting adjustments, average loan yields declined 51 basis points in prior year quarterly comparison to 5.99%.  Loan yields have declined primarily as the result of a sustained low market interest rate environment.

The average volume of investment securities increased $36.5 million in quarterly comparison primarily due to $32.6 million in securities acquired with the First Louisiana National Bank acquisition in December of 2011.  Additionally, portions of excess cash flow from the 2011 acquisitions were used to purchase primarily agency mortgage-backed securities for the portfolio.  As a result of the purchases, the average volume of overnight interest bearing deposits earning 0.28% decreased $14.5 million in quarterly comparison. The average tax equivalent yield on investment securities decreased 41 basis points, from 3.00% to 2.59% primarily due to lower reinvestment rates.  The average yield on all earning assets decreased 29 basis points in prior year quarterly comparison, from 5.12% for the fourth quarter of 2011 to 4.83% for the fourth quarter of 2012.   Net of the impact of purchase accounting adjustments, the average yield on total earning assets declined 30 basis points, from 5.00% to 4.70% for the three month periods ended December 31, 2011 and 2012, respectively.

The impact to interest expense of a $55.0 million increase in the average volume of interest bearing liabilities was offset by a 10 basis point decrease in the average rate paid on interest-bearing liabilities, from 0.68% at December 31, 2011 to 0.58% at December 31, 2012.  Net of purchase accounting adjustments on acquired certificates of deposit, the average rate paid on interest bearing liabilities was 0.66% for the fourth quarter of 2012 compared to 0.83% for the fourth quarter of 2011.

As a result of these changes in volume and yield on earning assets and interest bearing liabilities, the FTE net interest margin decreased 19 basis points, from 4.60% for the fourth quarter of 2011 to 4.41% for the fourth quarter of 2012.  Net of purchase accounting adjustments on loans and deposits, the FTE margin decreased 16 basis points, from 4.38% for the fourth quarter of 2011 to 4.22% for the fourth quarter of 2012.

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Fourth Quarter 2012 vs. Third Quarter 2012 Earnings Comparison

In sequential quarter comparison, net earnings before dividends on preferred stock decreased $1.0 million for the fourth quarter of 2012 compared with the third quarter of 2012 primarily due to an increase of $775,000 in merger related costs and $200,000 in additional provision expense incurred in the fourth quarter.  Noninterest expenses increased $937,000 including $775,000 of merger related expenses and consisted primarily of increases of $331,000 in data processing expenses (merger-related increase of $281,000), $204,000 in legal and professional fees (net merger-related increase of $144,000), $134,000 in expenses on ORE and repossessed assets, and $108,000 in printing and supplies costs.  The sequential increase in expenses related to branches opened in the second half of 2012 was $138,000, or approximately $0.01 per share.  Noninterest income decreased $57,000 in sequential quarter comparison.  The net decrease resulted primarily from a $69,000 net gain on sale of securities and a $51,000 gain on sale of ORE recorded in the third quarter of 2012 that were partially offset by an $84,000 increase in ATM and debit card income in the fourth quarter of 2012.  The provision for loan losses increased $200,000 primarily due to an increase in net charge-offs on loans from 7 basis points for the third quarter of 2012 to 19 basis points in the fourth quarter of 2012.  Net interest income decreased $205,000, primarily driven by a $249,000 decrease in interest income on investment securities.

FTE net interest income decreased $181,000 in sequential quarter comparison primarily due to a $33.2 million decrease in the average volume of investment securities combined with a 4 basis point decrease in the average yield on investment securities.  The impact to net interest income of a $26.5 million increase in the average volume of loans was offset by a 25 basis decline in the yield on loans.  The average volume of interest-bearing liabilities decreased $15.5 million and noninterest-bearing deposits increased $15.7 million in the fourth quarter of 2012.  The FTE net interest margin declined 5 basis points, from 4.46% for the three months ended September 30, 2012 to 4.41% for the three months ended December 31, 2012.  Net of purchase accounting adjustments, the FTE net interest margin decreased 4 basis points, from 4.26% to 4.22% in sequential quarter comparison.

­Year-Over-Year Earnings Comparison

In year-over-year comparison, net earnings before dividends on preferred stock increased $5.2 million primarily as a result of a $10.0 million improvement in net interest income, a $1.9 million decrease in provision for loan loss and a $1.9 million increase in noninterest income which offset a $5.4 million increase in noninterest expense and a $3.2 million increase in income tax expense.  Of the $10.0 million increase in net interest income, a total of $5.4 million was earned from the branches acquired in the third and fourth quarters of 2011.  An increase in purchase accounting adjustments totaling $1.8 million also contributed to the increase in net interest income.  Interest income on investments and other interest-bearing accounts increased $2.1 million in prior year-to-date comparison and included interest earned on excess cash invested from the 2011 acquisitions.

Increases in noninterest income consisted primarily of $509,000 in service charges on deposit accounts, $803,000 in ATM and debit card income, $130,000 in mortgage banking fees and a $105,000 net gain on sale of securities.  Increases in non-interest expense included primarily $3.0 million in salary and benefits costs, $2.0 million in occupancy expense, and $303,000 in ATM/debit card expense.

In year-to-date comparison, FTE net interest income increased $9.8 million primarily due to a $9.9 million increase in FTE interest income.  The increase resulted primarily from a $244.7 million increase in the average volume of earning assets which offset a 22 basis point reduction in the average yield on earning assets, from 5.14% at December 31, 2011 to 4.92% at December 31, 2012.  Net of a 16 basis point effect of discount accretion on acquired loans, the average yield on earning assets was 4.76% at December 31, 2012.

Interest expense increased minimally in year-over-year comparison as the impact of the increase in average volume of interest-bearing liabilities on interest expense was mostly offset by the impact of lower rates paid on interest-bearing liabilities.  The average volume of interest-bearing liabilities increased $200.4 million in year-over year comparison, from $745.7 million at December 31, 2011 to $946.1 million at December 31, 2012.   The average rate paid decreased 16 basis points, from 0.78% at December 31, 2011 to 0.62% at December 31, 2012.  Net of an 11 basis point effect of premium amortization on acquired certificates of deposit, the average rate paid on interest-bearing liabilities was 0.73% for the year ended December 31, 2012.  The FTE net interest margin declined 13 basis points, from 4.58% for the year ended December 31, 2011 to 4.45% for the year ended December 31, 2012.  Net of purchase accounting adjustments, the FTE net interest margin declined 25 basis points, from 4.47% to 4.22% for the years ended December 31, 2011 and 2012, respectively.

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About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a financial holding company headquartered in Lafayette, Louisiana, with assets of $1.9 billion as of December 31, 2012. 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 currently has 59 banking centers 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.  Additional 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, the expected impacts of the recently completed PSB acquisition, future expansion plans and future operating results.  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, the ability of MidSouth to integrate the PSB operations and capitalize on new market opportunities resulting from the acquisition; the effect of the PSB acquisition on relations with customers and employees; 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, 2011 filed with the SEC on March 15, 2012 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.

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MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
	For the Quarter Ended									For the Quarter Ended
	December 31,						%			September 30,			%
EARNINGS DATA	2012			2011			Change			2012			Change
Total interest income	$	15,036		$	14,564			3.2	%	$	15,355			-2.1	%
Total interest expense		1,354			1,489			-9.1	%		1,468			-7.8	%
Net interest income		13,682			13,075			4.6	%		13,887			-1.5	%
FTE net interest income		13,972			13,401			4.3	%		14,187			-1.5	%
Provision for loan losses		500			775			-35.5	%		300			66.7	%
Non-interest income		3,697			3,420			8.1	%		3,754			-1.5	%
Non-interest expense		14,567			14,169			2.8	%		13,630			6.9	%
Earnings before income taxes		2,312			1,551			49.1	%		3,711			-37.7	%
Income tax expense		683			272			151.1	%		1,062			-35.7	%
Net earnings		1,629			1,279			27.4	%		2,649			-38.5	%
Dividends on preferred stock		367			400			-8.3	%		400			-8.3	%
Net earnings available to common shareholders	$	1,262		$	879			43.6	%	$	2,249			-43.9	%
PER COMMON SHARE DATA
Basic earnings per share	$	0.12		$	0.09			33.3	%	$	0.21			-42.9	%
Diluted earnings per share		0.12			0.09			33.3	%		0.21			-42.9	%
Quarterly dividends per share		0.07			0.07			0.0	%		0.07			0.0	%
Book value at end of period		13.10			12.41			5.6	%		13.01			0.7	%
Tangible book value at period end		8.49			9.34			-9.1	%		10.01			-15.2	%
Market price at end of period		16.35			13.01			25.7	%		16.19			1.0	%
Shares outstanding at period end		11,236,159			10,465,506			7.4	%		10,479,077			7.2	%
Weighted average shares outstanding
Basic		10,512,255			9,976,057			5.4	%		10,478,456			0.32	%
Diluted		10,599,583			9,988,472			6.1	%		10,517,999			0.78	%
AVERAGE BALANCE SHEET DATA
Total assets	$	1,400,244		$	1,273,272			10.0	%	$	1,398,355			0.1	%
Loans and leases		799,316			703,590			13.6	%		772,838			3.4	%
Total deposits		1,153,728			1,035,792			11.4	%		1,149,892			0.3	%
Total common equity		136,006			123,912			9.8	%		135,055			0.7	%
Total tangible common equity		104,343			104,257			0.1	%		103,577			0.7	%
Total equity		168,115			155,912			7.8	%		167,055			0.6	%
SELECTED RATIOS	12/31/2012			12/31/2011						9/30/2012
Annualized return on average assets		0.36	%		0.27	%		33.3	%		0.64	%		-43.8	%
Annualized return on average common equity		3.69	%		3.34	%		10.5	%		6.62	%		-44.3	%
Average loans to average deposits		69.28	%		67.93	%		2.0	%		67.21	%		3.1	%
Taxable-equivalent net interest margin		4.41	%		4.60	%		-4.1	%		4.46	%		-1.1	%
Tier 1 leverage capital ratio		11.82	%		11.14	%		6.1	%		10.53	%		12.3	%
CREDIT QUALITY
Allowance for loan losses (ALLL) as a % of total loans		0.70	%		0.97	%		-27.8	%		0.91	%		-23.1	%
Nonperforming assets to tangible equity + ALLL		12.79	%		10.33	%		23.8	%		10.74	%		19.1	%
Nonperforming assets to total loans, other real estate
owned and other repossessed assets		1.76	%		1.88	%		-6.6	%		1.90	%		-7.6	%
Annualized QTD net charge-offs to total loans		0.19	%		0.44	%		-56.5	%		0.07	%		173.6	%

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MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
BALANCE SHEET	December 31,			December 31,			%			September 30,			June 30,
	2012			2011			Change			2012			2012
Assets
Cash and cash equivalents	$	73,745		$	83,303			-11.5	%	$	59,655		$	50,646
Securities available-for-sale		424,617			367,241			15.6	%		341,170			370,293
Securities held-to-maturity		153,524			100,472			52.8	%		117,628			123,054
Total investment securities		578,141			467,713			23.6	%		458,798			493,347
Time deposits held in banks		709			710			-0.1	%		709			710
Other investments		8,310			5,637			47.4	%		5,820			5,815
Total loans		1,046,940			746,305			40.3	%		808,833			751,455
Allowance for loan losses		(7,370	)		(7,276	)		1.3	%		(7,374	)		(7,222	)
Loans, net		1,039,570			739,029			40.7	%		801,459			744,233
Premises and equipment		63,461			44,598			42.3	%		48,086			45,550
Goodwill and other intangibles		51,831			32,106			61.4	%		31,391			31,573
Other assets		35,964			23,660			52.0	%		23,018			22,953
Total assets	$	1,851,731		$	1,396,756			32.6	%	$	1,428,936		$	1,394,827
Liabilities and Shareholders' Equity
Non-interest bearing deposits	$	380,557		$	254,755			49.4	%	$	306,463		$	269,110
Interest-bearing deposits		1,171,347			910,051			28.7	%		872,549			884,651
Total deposits		1,551,904			1,164,806			33.2	%		1,179,012			1,153,761
Securities sold under agreements to
repurchase and other short term
borrowings		41,447			46,078			-10.1	%		55,233			50,347
Federal Home Loan Bank advances		27,128			0			100.0	%		0			0
Notes payable		2,000			0			100.0	%		0			0
Junior subordinated debentures		29,384			15,465			90.0	%		15,465			15,465
Other liabilities		10,624			8,570			24.0	%		10,891			9,414
Total liabilities		1,662,487			1,234,919			34.6	%		1,260,601			1,228,987
Total shareholders' equity		189,244			161,837			16.9	%		168,335			165,840
Total liabilities and shareholders' equity	$	1,851,731		$	1,396,756			32.6	%	$	1,428,936		$	1,394,827

-7-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
	Three Months Ended							Year Ended
EARNINGS STATEMENT	December 31,				%			December 31,				%
	2012		2011		Change			2012		2011		Change
Interest income	$	15,036	$	14,564		3.2	%	$	61,022	$	51,007		19.6	%
Interest expense		1,354		1,489		-9.1	%		5,840		5,802		0.7	%
Net interest income		13,682		13,075		4.6	%		55,182		45,205		22.1	%
Provision for loan losses		500		775		-35.5	%		2,050		3,925		-47.8	%
Service charges on deposit accounts		1,840		1,855		-0.8	%		7,430		6,921		7.4	%
Other charges and fees		1,857		1,565		18.7	%		7,514		6,140		22.4	%
Total non-interest income		3,697		3,420		8.1	%		14,944		13,061		14.4	%
Salaries and employee benefits		6,202		5,783		7.2	%		24,713		21,763		13.6	%
Occupancy expense		3,037		2,563		18.5	%		11,320		9,281		22.0	%
FDIC premiums		235		210		11.9	%		930		921		1.0	%
Other non-interest expense		5,093		5,613		-9.3	%		17,692		17,339		2.0	%
Total non-interest expense		14,567		14,169		2.8	%		54,655		49,304		10.9	%
Earnings before income taxes		2,312		1,551		49.1	%		13,421		5,037		166.4	%
Income tax expense		683		272		151.1	%		3,779		564		570.0	%
Net earnings		1,629		1,279		27.4	%		9,642		4,473		115.6	%
Dividends on preferred stock		367		400		-8.3	%		1,547		1,802		-14.2	%
Net earnings available to common shareholders	$	1,262	$	879		43.6	%	$	8,095	$	2,671		203.1	%
Earnings per common share, diluted	$	0.12	$	0.09		33.3	%	$	0.77	$	0.27		185.2	%

-8-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands except per share data)
EARNINGS STATEMENT	Fourth		Third		Second		First		Fourth
QUARTERLY TRENDS	Quarter		Quarter		Quarter		Quarter		Quarter
	2012		2012		2012		2012		2011
Interest income	$	15,036	$	15,355	$	15,298	$	15,333	$	14,564
Interest expense		1,354		1,468		1,489		1,529		1,489
Net interest income		13,682		13,887		13,809		13,804		13,075
Provision for loan losses		500		300		575		675		775
Net interest income after provision for loan loss		13,182		13,587		13,234		13,129		12,300
Total non-interest income		3,697		3,754		3,965		3,528		3,420
Total non-interest expense		14,567		13,630		13,790		12,668		14,169
Earnings before income taxes		2,312		3,711		3,409		3,989		1,551
Income tax expense		683		1,062		931		1,103		272
Net earnings		1,629		2,649		2,478		2,886		1,279
Dividends on preferred stock		367		400		380		400		400
Net earnings available to common shareholders	$	1,262	$	2,249	$	2,098	$	2,486	$	879
Earnings per common share, diluted	$	0.12	$	0.21	$	0.20	$	0.24	$	0.09

-9-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
										Acquired from
COMPOSITION OF LOANS		December 31,	December 31,		%			September 30,		PSB at Fair
	2012		2011		Change			2012		Value (1)
Commercial, financial, and agricultural	$	315,655	$	223,283		41.4	%	$	266,046	$	59,093
Lease financing receivable		5,769		4,276		34.9	%		5,041		0
Real estate - construction		75,334		52,712		42.9	%		57,727		16,431
Real estate - commercial		414,384		280,798		47.6	%		293,579		132,071
Real estate - residential		142,858		113,582		25.8	%		110,735		34,687
Installment loans to individuals		90,561		69,980		29.4	%		73,334		17,652
Other		2,379		1,674		42.1	%		2,371		119
Total loans	$	1,046,940	$	746,305		40.3	%	$	808,833	$	260,053
										Acquired from
COMPOSITION OF DEPOSITS	December 31,		December 31,		%			September 30,		PSB at Fair
		2012		2011	Change				2012	Value (1)
Noninterest bearing	$	380,557	$	254,755		49.4	%	$	306,463	$	85,048
NOW & Other		338,296		235,168		43.9	%		239,937		81,659
Money Market/Savings		520,573		350,342		48.6	%		377,405		143,826
Time Deposits of less than $100,000		133,304		140,428		-5.1	%		111,356		33,777
Time Deposits of $100,000 or more		179,174		184,113		-2.7	%		143,851		56,257
Total deposits	$	1,551,904	$	1,164,806		33.2	%	$	1,179,012	$	400,567
(1) Amounts acquired from PSB at fair value on December 28, 2012.

-10-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
ASSET QUALITY DATA	December 31,			December 31,			%			September 30,			June 30,
	2012			2011			Change			2012			2012
Nonaccrual loans	$	8,887		$	6,229			42.7	%	$	8,307		$	7,370
Loans past due 90 days and over		1,986			231			759.7	%		532			62
Total nonperforming loans		10,873			6,460			68.3	%		8,839			7,432
Other real estate owned		7,496			7,369			1.7	%		6,608			6,968
Other repossessed assets		151			326			-53.7	%		51			2
Total nonperforming assets	$	18,520		$	14,155			30.8	%	$	15,498		$	14,402
Troubled debt restructurings	$	5,062		$	456			1010.1	%	$	242		$	417
Nonperforming assets to total assets		1.00	%		1.01	%		-1.0	%		1.08	%		1.03	%
Nonperforming assets to total loans +
OREO + other repossessed assets		1.76	%		1.88	%		-6.4	%		1.90	%		1.90	%
ALLL to nonperforming loans		67.78	%		112.63	%		-39.8	%		83.43	%		97.17	%
ALLL to total loans		0.70	%		0.97	%		-27.8	%		0.91	%		0.96	%
Quarter-to-date charge-offs	$	557		$	882			-36.8	%	$	234		$	526
Quarter-to-date recoveries		53			54			-1.9	%		86			95
Quarter-to-date net charge-offs	$	504		$	828			-39.1	%	$	148		$	431
Annualized QTD net charge-offs to total loans		0.19	%		0.44	%		-56.5	%		0.07	%		0.23	%

-11-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
YIELD ANALYSIS	Three Months Ended							Three Months Ended
	December 31, 2012							December 31, 2011
			Tax							Tax
	Average		Equivalent		Yield/			Average		Equivalent		Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Taxable securities	$	352,796	$	1,818		2.06	%	$	304,741	$	1,825		2.40	%
Tax-exempt securities		77,063		1,001		5.20	%		88,605		1,122		5.07	%
Total investment securities		429,859		2,819		2.62	%		393,346		2,947		3.00	%
Federal funds sold		2,959		1		0.13	%		11,933		6		0.20	%
Time and interest bearing deposits in
other banks		26,249		19		0.28	%		40,742		27		0.26	%
Other investments		5,820		42		2.89	%		5,250		38		2.90	%
Loans (1)		799,316		12,479		6.21	%		703,590		11,872		6.69	%
Total interest earning assets		1,264,203		15,360		4.83	%		1,154,861		14,890		5.12	%
Non-interest earning assets		136,041							118,411
Total assets	$	1,400,244						$	1,273,272
Interest-bearing liabilities:
Deposits (2)	$	861,239	$	911		0.42	%	$	801,743	$	1,038		0.51	%
Repurchase agreements		52,155		192		1.46	%		56,849		206		1.44	%
Federal funds purchased		16		-		0.00	%		-		-		0.00	%
Other borrowings		42		-		0.00	%
Junior subordinated debentures		15,616		251		6.29	%		15,465		245		6.20	%
Total interest-bearing liabilities		929,068		1,354		0.58	%		874,057		1,489		0.68	%
Non-interest bearing liabilities		303,061							243,303
Shareholders' equity		168,115							155,912
Total liabilities and  shareholders'
equity	$	1,400,244						$	1,273,272
Net interest income (TE) and spread			$	14,006		4.25	%			$	13,401		4.44	%
Net interest margin						4.41	%						4.60	%
(1) Includes $394,000 and $295,000 of interest income from accretable yield on purchased loans from acquisitions for the three months ended December 31, 2012 and 2011, respectively.
(2) Includes $181,000 and $340,000 of reduction in interest expense from premium amortization on time deposits acquired from acquisitions for the three months ended December 31, 2012 and 2011, respectively.

-12-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Condensed Consolidated Financial Information (unaudited)
(in thousands)
YIELD ANALYSIS	Year Ended							Year Ended
	December 31, 2012							December 31, 2011
			Tax							Tax
	Average		Equivalent		Yield/			Average		Equivalent		Yield/
	Balance		Interest		Rate			Balance		Interest		Rate
Taxable securities	$	373,277	$	8,083		2.17	%	$	226,819	$	5,362		2.36	%
Tax-exempt securities		80,590		4,120		5.11	%		93,796		4,786		5.10	%
Total investment securities		453,867		12,203		2.69	%		320,615		10,148		3.17	%
Federal funds sold		3,482		7		0.20	%		6,567		14		0.21	%
Time and interest bearing deposits in
other banks		34,087		92		0.27	%		61,292		196		0.32	%
Other investments		5,758		184		3.20	%		5,107		155		3.04	%
Loans (1)		766,018		49,776		6.48	%		624,889		41,887		6.70	%
Total interest earning assets		1,263,212		62,262		4.92	%		1,018,470		52,400		5.14	%
Non-interest earning assets		132,903							99,206
Total assets	$	1,396,115						$	1,117,676
Interest-bearing liabilities:
Deposits (2)	$	879,801	$	4,100		0.46	%	$	680,551	$	4,024		0.59	%
Repurchase agreements		50,776		756		1.48	%		49,654		807		1.63	%
Federal funds purchased		21		-		-			-		-		-
Other borrowings		11		-		-			-		-		-
Junior subordinated debentures		15,503		984		6.24	%		15,465		971		6.19	%
Total interest-bearing liabilities		946,112		5,840		0.62	%		745,670		5,802		0.78	%
Non-interest bearing liabilities		284,090							228,036
Shareholders' equity		165,913							143,970
Total liabilities and  shareholders'
equity	$	1,396,115						$	1,117,676
Net interest income (TE) and spread			$	56,422		4.30	%			$	46,598		4.36	%
Net interest margin						4.45	%						4.58	%
(1) Includes $1.8 million and $413,000 of interest income from accretable yield on purchased loans from acquisitions for the year ended December 31, 2012 and 2011, respectively.
(2) Includes $1.0 million and $568,000 of reduction in interest expense from premium amortization on time deposits acquired from acquisitions for the year ended December 31, 2012 and 2011, respectively.

-13-

MIDSOUTH BANCORP, INC. and SUBSIDIARIES
Reconciliation of Non-GAAP Financial Measures (unaudited)
(in thousands except per share data)
	For the Quarter Ended
	December 31,		December 31,		September 30,
Per Common Share Data	2012		2011		2012
Book value per common share	$	13.10	$	12.41	$	13.01
Effect of intangible assets per share		4.61		3.07		3.00
Tangible book value per common share	$	8.49	$	9.34	$	10.01
Earnings per share	$	0.12	$	0.09	$	0.21
Effect of merger-related costs, after-tax		0.06		0.08		0.02
Operating earnings per share	$	0.18	$	0.17	$	0.23
Average Balance Sheet Data
Total equity	$	168,115	$	155,912	$	167,055
Less preferred equity		32,109		32,000		32,000
Total common equity	$	136,006	$	123,912	$	135,055
Less intangible assets		31,663		19,655		31,478
Tangible common equity	$	104,343	$	104,257	$	103,577
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.

-14-

EX-99.2

Investor Contacts: Rusty Cloutier

  President & CEO  or

  Jim McLemore, CFA

  Sr. EVP & CFO

  337.237.8343

MIDSOUTH BANCORP, INC. DECLARES REGULAR QUARTERLY DIVIDEND FOR COMMON AND CONVERTIBLE PREFERRED

LAFAYETTE, LA., January 31, 2013/PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc. (“MidSouth”) (NYSE MKT: MSL) announced today that its Board of Directors declared on January 30, 2013 a quarterly cash dividend in the amount of seven cents ($.07) per share to be paid on its common stock on April 1, 2013 to shareholders of record on March 15, 2013.

Additionally, the Board of Directors declared a quarterly cash dividend of 1.00% per preferred share on its newly issued 4.00% Non-Cumulative Perpetual Convertible Preferred Stock, Series C. The dividend is payable on April 15, 2013 to shareholders of record on April 1, 2013. 

About MidSouth Bancorp, Inc.

MidSouth Bancorp, Inc. is a financial holding company headquartered in Lafayette, Louisiana, with assets of $1.9 billion as of December 31, 2012. 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 currently has 59 banking centers in Louisiana and Texas and is connected to a worldwide ATM network that provides customers with access to more than 50,000 surcharge-free ATMs.  Additional corporate information is available at www.midsouthbank.com.

EX-99.3

MidSouth Bancorp, Inc. NYSE-Amex: MSL 4Q12 Supplemental Materials January 29, 2013

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, the expected impacts of the recently completed PSB acquisition, future expansion plans and future operating results. 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, the ability of MidSouth to integrate the PSB operations and capitalize on new market opportunities resulting from the acquisition; the effect of the PSB acquisition on relations with customers and employees; 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, 2011 filed with the SEC on March 15, 2012 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.

* Balance Sheet Impact of PSB Acquisition ($000’s)

* Estimated Purchase Accounting Impacts of PSB Acquisition ($millions)