-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ft5L6dHxj7N1HR1iCf4gffzh/vH9trbOjd+kGdrJZm40vxHbOVuLM1CwhMTSGXLC qfsPDXzuYvMDuWe5KXHqdQ== 0000891092-04-005229.txt : 20041029 0000891092-04-005229.hdr.sgml : 20041029 20041029121043 ACCESSION NUMBER: 0000891092-04-005229 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041028 ITEM INFORMATION: Other Events FILED AS OF DATE: 20041029 DATE AS OF CHANGE: 20041029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11826 FILM NUMBER: 041105040 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 8-K 1 e19530_8k.txt FORM 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 (or Date of Earliest Event Reported): October 28, 2004 MIDSOUTH BANCORP, INC. (Exact name of registrant as specified in its charter) Louisiana 1-11826 72-1020809 (State or jurisdiction of (Commission File Number) (IRS Employer incorporation or organization) Identification No.) 102 Versailles Boulevard, Lafayette, Louisiana 70502 (Address of principal executive offices) (Zipcode) (337) 237-8343 (Registrant's telephone number, including area code) 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 8.01. OTHER EVENTS AND REGULATION FD DISCLOSURE On October 28, 2004, MidSouth Bancorp, Inc. (the "Company") issued a press release regarding the Company's earnings for the quarter ended September 30, 2004. The Company's earnings press release, including financial highlights, is attached as Exhibit 99.1. 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, thereunto authorized. Dated: October 28, 2004 MIDSOUTH BANCORP, INC. By: /s/ C. R. Cloutier President & CEO EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 28, 2004 announcing earnings for the third quarter of 2004. EX-99.1 2 e19530ex99_1.txt PRESS RELEASE Exhibit 99.1 MidSouth Bancorp, Inc. 3rd Quarter 2004 Earnings Up 12.6% LAFAYETTE, La., Oct. 28 /PRNewswire-FirstCall/ -- MidSouth Bancorp, Inc. (Amex: MSL) ("MidSouth") announced third quarter 2004 net income of $1,954,000, a 12.6% increase over the $1,735,000 for the third quarter of 2003 and up 12% over second quarter 2004 net income of $1,745,000. Basic earnings per share were $.61 for the quarter ended September 30, 2004, up from the $.55 per share for the third quarter of 2003, and the $.55 per share in the second quarter of 2004. Diluted earnings per share were $.59 for the third quarter of 2004 compared to $.52 per share for the third quarter of 2003 and $.52 per share for the second quarter of 2004. Earnings for the nine months ended September 30, 2004 were $5,360,000, which is a $692,000 or 14.8% increase over the $4,668,000 in earnings for the nine months ended September 30, 2003. Basic earnings per share were $1.68 for the first nine months of 2004 versus $1.47 for the first nine months of 2003. Diluted earnings per share were $1.61 and $1.41, respectively. Net income increased $219,000 in the third quarter of 2004 compared to the third quarter of 2003, primarily due to increases in both net interest income of $271,000 and non-interest income of $386,000, including $120,000 in gains on sales of securities. These increases were partially offset by a $430,000 increase in non-interest expenses. The increased net interest income resulted from a $546,000 or 9% increase in interest income, partially offset by a $275,000 or 24% increase in interest expense on deposits. The improvement in interest income resulted from a 15% increase in average earning assets for the third quarter of 2004 compared to the third quarter of 2003. Interest expense increased due to a $43.1 million or 15% increase in the average volume of interest-bearing deposits, resulting primarily from the addition of approximately $45 million in interest-bearing deposits added through a deposit campaign from March 2004 through May 2004. Non-interest income, excluding gains on sales of securities, increased primarily due to a $396,000 increase in fees and service charges resulting from a higher volume of demand deposit accounts. Non-interest expense increased in quarterly comparison primarily due to a $244,000 increase in salaries and benefit costs. Gains on sales of securities totaled $130,000 for the third quarter of 2004, an increase of $120,000 over the $10,000 in gains reported for the third quarter of 2003. The increase resulted almost entirely from the sale of a correspondent bank's common stock back to the issuing bank in July of 2004. MidSouth no longer utilized any services with the bank and therefore liquidated its stock position. The $128,000 gain on sale of the common stock brought year-to-date gains on sales of securities to $132,000 at September 30, 2004 compared to $98,000 at September 30, 2003. Sales of $6.5 million in available-for-sale securities in 2003 netted MidSouth the $98,000 gain and allowed improvement of the overall yield on the securities sold as they neared maturity. Compared to the prior quarter ending June 30, 2004, third quarter 2004 net income increased $209,000 or 12%. In comparing the two quarters, net interest income increased $310,000 and non-interest income increased $323,000. The increase in non-interest income resulted from the $128,000 gain on sale of securities and a $215,000 increase in fees and service charges on deposit accounts. An increase in the provision for loan losses of $60,000 partially offset the increase in earnings over prior quarter and resulted from a reduction in the Allowance for Loan Losses ("ALL") at Financial Services of the South ("FSS"), MidSouth's finance company subsidiary during the second quarter of 2004. The ALL was lowered at the finance company due to the minimal amount of loans remaining for liquidation. Increased non-interest expenses in salaries and benefits ($161,000), legal and professional fees ($50,000), and marketing expenses ($63,000) partially offset the quarterly improvement in net interest and non-interest income. For the nine months ended September 30, 2004 compared to 2003, net income increased $692,000 or 15%. Net interest income improved $1,048,000 or 7% due to increased interest income on a higher volume of earning assets partially offset by an increase in interest expense on deposits. Increases of $779,000 in fees and service charges on deposit accounts and $120,000 in ATM/Debit card income was partially offset by a $254,000 decrease in other non-interest income categories, primarily Visa merchant income ($193,000) and mortgage loan processing fees ($140,000). In the third quarter of 2003, MidSouth outsourced its Visa merchant processing to First Data Corporation. The resulting reduction in Visa merchant income is offset by a $179,000 decrease in Visa merchant processing expenses that resulted from the processing change and is reflected in the change in other non-interest expense in year-to-date comparison. Salaries and employee benefits increased $456,000 and occupancy expenses increased $155,000, offsetting the decrease in Visa merchant processing expenses. Highlights for the Quarter Ended September 30, 2004 -- Return on average equity was 22.46% for the third quarter of 2004 compared to 21.90% for the third quarter of 2003. The leverage capital ratio was 9.66% at September 30, 2004 compared to 8.51% at September 30, 2003 due to the issuance of $8 million in additional junior subordinated debentures in September 2004. -- Net income for 2004 is up 12.6% in quarterly comparison and 14.8% in year-to-date comparison over 2003 net income. -- Total loans grew $47.2 million or 19%, from $246.9 million at September 30, 2003 to $294.1 million at September 30, 2004, primarily in commercial loans. -- Nonperforming assets, including loans 90 days or more past due, as a percentage of total assets decreased from .34% at September 30, 2003 to .17% at September 30, 2004. Year-to-date net charge-offs to total loans remained constant at .17% for both periods. -- Total consolidated assets increased $82.4 million or 19.6%, from $419.9 million at the end of the third quarter of 2003 to $502.2 million at the end of the third quarter of 2004. Total deposits increased $69.7 million or 18.6%, from $374.1 million at September 30, 2003 to $443.8 million at September 30, 2004. The increase resulted primarily from approximately $50 million in deposits resulting from a deposit growth campaign that began in March 2004. The campaign introduced MidSouth's new Platinum Money Market account for both retail and commercial customers. Of the $50 million in deposits resulting from the campaign, approximately $34 million was deposited into the Platinum Money Market and other savings accounts at an average rate of 2.05%. -- On October 1, 2004, MidSouth completed a merger with Lamar Bancshares of Beaumont, Texas. At closing, Lamar Bank had assets of approximately $115 million and six banking offices in southwest Texas. The Company's banks, MidSouth Bank and Lamar Bank will continue to operate as separate subsidiaries under MidSouth Bancorp, Inc. -- MidSouth continued to work on expansion plans for the Louisiana market during the third quarter of 2004, with the new facility on Moss Street completed and property purchased to build a full service facility in Houma. Additionally, MidSouth announced that it will also open a new location on Johnston Street in the heart of Lafayette and will construct an office in the Town Square of the traditional neighborhood development of River Ranch, bringing the total number of offices in its home base to nine. In the Texas market, MidSouth plans to build new Lamar Bank offices in Conroe and College Station, Texas, and plans to continue expansion in the north Houston and Woodlands area. On October 14, 2004, MidSouth announced a five-for-four (25%) stock split on its common stock to holders of record as of October 29, 2004 payable on November 30, 2004. The Board of Directors also announced that it would continue its quarterly dividend at $.06 per share and awarded an additional $.06 Special Dividend to be paid on its common stock on January 4, 2005 to holders of record as of December 15, 2004. This will result in a total of $.12 per share to be paid to shareholders on January 4, 2005. MidSouth's common stock is traded on the American Stock Exchange under the symbol MSL. Forward Looking Statements This release along with the remarks by made by our management during press conferences and conference calls related to this release may contain forward- looking statements within the meaning of the Private Securities Litigation Act of 1995. This act provides a safe harbor for disclosure of information about a company's anticipated future financial performance and protects a company from unwarranted litigation if actual results differ from management's expectations based on current assumptions, estimates and projections about MidSouth Bancorp Inc. and its subsidiaries. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of MidSouth's control, that may cause actual results to differ materially from those currently expected, expressed, or implied. A discussion of factors affecting MidSouth's business and prospects is contained in the Company's most recent Quarterly Report on Form 10Q. MIDSOUTH BANCORP, INC. AND SUBSIDIARIES FINANCIAL HIGHLIGHTS (UNAUDITED) (in thousands except per share data) For The For The Qtr Qtr Ended Ended Sept. 30, % Jun. 30, % EARNINGS DATA 2004 2003 Chg 2004 Chg Total interest income $6,815 $6,269 8.7% $6,350 7.3% Total interest expense 1,431 1,156 23.8% 1,276 12.1% Net interest income 5,384 5,113 5.3% 5,074 6.1% Provision for loan losses 250 250 0.0% 190 31.6% Non-interest income 2,376 1,990 19.4% 2,053 15.7% Non-interest expense 4,934 4,504 9.5% 4,569 8.0% Provision for income tax 622 614 1.3% 623 -0.2% Net income $1,954 $1,735 12.6% $1,745 12.0% PER COMMON SHARE DATA Basic earnings per share $0.61 $0.55 10.9% $0.55 10.9% Diluted earnings per share $0.59 $0.52 13.5% $0.52 13.5% Book value at end of period $11.45 $9.73 17.7% $10.58 8.2% Market price at end of period $33.00 $31.70 4.1% $35.00 -5.7% Weighted avg shares outstanding Basic 3,183,057 3,173,579 0.3% 3,190,830 -0.2% Diluted 3,327,046 3,325,503 0.0% 3,334,349 -0.2% AVERAGE BALANCE SHEET DATA Total assets $483,738 $426,035 13.5% $467,383 3.5% Earning assets 453,758 393,919 15.2% 435,937 4.1% Loans and leases 284,840 244,988 16.3% 272,266 4.6% Interest-bearing deposits 335,087 291,936 14.8% 322,008 4.1% Total deposits 433,976 380,325 14.1% 418,735 3.6% Total stockholders' equity 34,613 31,431 10.1% 35,485 -2.5% SELECTED RATIOS 09/30/2004 09/30/2003 06/30/2004 Return on average assets 1.61% 1.62% -0.5% 1.50% 7.0% Return on average total equity 22.46% 21.90% 2.5% 19.78% 13.6% Return on average realized equity (A) 22.19% 23.51% -5.6% 20.90% 6.2% Average equity to average assets 7.16% 7.38% -3.0% 7.59% -5.8% Leverage capital ratio (B) 9.66% 8.51% 13.5% 8.65% 11.7% CREDIT QUALITY Allowance for loan losses as a % of total loans 1.00% 1.23% -18.5% 1.06% -5.8% Nonperforming assets to total assets 0.17% 0.34% -50.0% 0.36% -52.8% Net YTD charge-offs to total loans 0.17% 0.17% 2.6% 0.08% 112.5% (A) Excluding net unrealized gain (loss) on securities available for sale. (B) On September 20, 2004, MidSouth issued $8 million in junior subordinated debentures at a floating rate equal to the 3-month LIBOR plus 2.50%, adjustable and payable quarterly. As of September 30, 2004, $4.9 million of the $8 million issued qualified as Tier 1 capital and was included in the leverage capital ratio. MIDSOUTH BANCORP, INC. and SUBSIDIARIES Condensed Consolidated Financial Information (unaudited) (in thousands except per share data) Period Ended % Period Ended BALANCE SHEET Sept. 30, Chg Jun. 30, Dec. 31, Assets 2004 2003 2004 2003 Cash and cash equivalents $33,226 $18,509 79.5% $25,697 $13,840 Securities available-for- sale 135,137 115,881 16.6% 132,950 118,227 Securities held-to- maturity 23,133 23,397 -1.1% 23,133 23,367 Total investment securities 158,270 139,278 13.6% 156,083 141,594 Total loans 294,062 246,867 19.1% 279,434 261,873 Allowance for loan losses (2,949) (3,032) -2.7% (2,974) (2,790) Loans, net 291,113 243,835 19.4% 276,460 259,083 Premises and equipment 12,553 12,018 4.5% 12,039 11,984 Goodwill and other intangibles 941 1,007 -6.6% 957 990 Other assets 6,128 5,233 17.1% 6,152 5,206 Total assets $502,231 $419,880 19.6% $477,388 $432,697 Liabilities and Stockholders' Equity Non-interest bearing deposits $100,296 $88,923 12.8% $100,689 $96,949 Interest bearing deposits 343,454 285,161 20.4% 330,491 277,440 Total deposits 443,750 374,084 18.6% 431,180 374,389 Securities sold under agreements to repurchase and FHLB borrowings 5,213 6,332 -17.7% 4,159 17,567 Junior subordinated debentures 15,000 7,000 114.3% 7,000 7,000 Other liabilities 1,710 1,477 15.8% 1,205 1,513 Total liabilities 465,673 388,893 19.7% 443,544 400,469 Total shareholders' equity 36,558 30,987 18.0% 33,844 32,228 Total liabilities and shareholders' equity $502,231 $419,880 19.6% $477,388 $432,697 MIDSOUTH BANCORP, INC. and SUBSIDIARIES Condensed Consolidated Financial Information (unaudited) (in thousands except per share data) Three Months Ended Nine Months Ended INCOME STATEMENT September 30, % September 30, % 2004 2003 Chg 2004 2003 Change Interest income $6,815 $6,269 8.7% $19,295 $18,034 7.0% Interest expense 1,431 1,156 23.8% 3,804 3,591 5.9% Net interest income 5,384 5,113 5.3% 15,491 14,443 7.3% Provision for loan losses 250 250 0.0% 670 550 21.8% Service charges on deposit accounts 1,739 1,343 29.5% 4,665 3,886 20.0% Gains on securities, net 130 10 1200.0% 132 98 34.7% Other charges and fees 507 637 -20.4% 1,494 1,748 -14.5% Total non-interest income 2,376 1,990 19.4% 6,291 5,732 9.8% Salaries and employee benefits 2,419 2,175 11.2% 6,829 6,373 7.2% Occupancy expense 1,031 976 5.6% 3,003 2,848 5.4% Goodwill and intangible amortization 16 16 0.0% 49 49 0.0% Other non-interest expense 1,468 1,337 9.8% 4,020 3,984 0.9% Total non-interest expense 4,934 4,504 9.5% 13,901 13,254 4.9% Income before income taxes 2,576 2,349 9.7% 7,211 6,371 13.2% Provision for income taxes 622 614 1.3% 1,851 1,703 8.7% Net income $1,954 $1,735 12.6% $5,360 $4,668 14.8% Earnings per share, diluted $0.59 $0.52 13.5% $1.61 $1.41 14.2% MIDSOUTH BANCORP, INC. and SUBSIDIARIES Condensed Consolidated Financial Information (unaudited) (in thousands except per share data) INCOME STATEMENT Third Second First Fourth Third Quarterly Trends Quarter Quarter Quarter Quarter Quarter 2004 2004 2004 2003 2003 Interest income $6,815 $6,350 $6,130 $6,196 $6,269 Interest expense 1,431 1,276 1,097 1,089 1,156 Net interest income 5,384 5,074 5,033 5,107 5,113 Provision for loan losses 250 190 230 --- 250 Net interest income after provision for loan losses 5,134 4,884 4,803 5,107 4,863 Total non-interest income 2,376 2,053 1,861 1,866 1,990 Total non-interest expense 4,934 4,569 4,397 4,717 4,504 Income before income taxes 2,576 2,368 2,267 2,256 2,349 Income taxes 622 623 606 591 614 Net income $1,954 $1,745 $1,661 $1,665 $1,735 Earnings per share, basic $0.61 $0.55 $0.52 $0.52 $0.55 Earnings per share, diluted $0.59 $0.52 $0.50 $0.50 $0.52 Book value per share $11.45 $10.58 $10.65 $10.09 $9.73 Return on Average Equity 22.46% 19.78% 20.05% 20.22% 21.90% MIDSOUTH BANCORP, INC. and SUBSIDIARIES Condensed Consolidated Financial Information (unaudited) (in thousands except per share data) Asset Quality Data Period Ended % Period Ended Sept. 30, Chg Jun. 30, Dec. 31, 2004 2003 2004 2003 Nonaccrual loans $482 $704 -31.5% $1,003 $829 Loans past due 90 days and over 283 489 -42.1% 662 503 Total nonperforming loans 765 1,193 -35.9% 1,665 1,332 Other real estate owned 86 233 -63.1% 77 218 Total nonperforming assets $851 $1,426 -40.3% $1,742 $1,550 Nonperforming assets to total assets 0.17% 0.34% -50.2% 0.36% 0.36% Nonperforming assets to total loans + OREO + other foreclosed assets 0.29% 0.58% -50.1% 0.62% 0.59% ALL to nonperforming assets 346.53% 212.54% 63.0% 170.72% 180.00% ALL to nonperforming loans 385.49% 254.05% 51.7% 178.62% 209.46% ALL to total loans 1.00% 1.23% -18.5% 1.06% 1.07% Year-to-date charge-offs $644 $599 7.5% $336 $904 Year-to-date recoveries 133 190 -30.0% 100 253 Year-to-date net charge-offs $511 $409 24.9% $236 $651 Net YTD charge-offs to total loans 0.17% 0.17% 2.2% 0.08% 0.25% SOURCE MidSouth Bancorp, Inc. -0- 10/28/2004 /CONTACT: Sally Gary, Investor Relations, +1-337-267-4202, or sallyg@midsouthbank.com , or Teri Stelly, Controller, +1-337-267-4208, or C. R. Rusty Cloutier, President, +1-337-267-4201, all of MidSouth Bancorp, Inc./ (MSL) CO: MidSouth Bancorp, Inc. ST: Louisiana IN: FIN SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----