UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10QSB __X___QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended.............. June 30, 2002 ______TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ..... to ..... COMMISSION FILE NUMBER 2-91-000FW MIDSOUTH BANCORP, INC. Louisiana 72 -1020809 102 Versailles Boulevard, Lafayette, Louisiana 70501 (337) 237-8343 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES __X__ NO _____ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Outstanding as of July 31, 2002 Common stock, $.10 par value 2,901,142 Transitional Small Business Disclosure Format: Yes _______ No_____X______ Page 1 Page 2 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page Financial Highlights 3 Statements of Condition - June 30, 2002 and December 31, 2001 4 Statements of Income - Three and Six Months Ended June 30, 2002 and 2001 5 Statement of Stockholders' Equity - Six Months Ended June 30, 2002 6 Statements of Cash Flows - Six Months Ended June 30, 2002 and 2001 7 Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis or Plan of Operation 9 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 15 Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17 MIDSOUTH BANCORP, INC. AND SUBSIDIARIES FINANCIAL HIGHLIGHTS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, EARNINGS DATA 2002 2001 2002 2001 ____________________________________________________________ Total interest income $6,071,740 $6,922,327 $11,881,675 $13,690,507 Total interest expense 1,697,011 2,842,668 3,502,459 5,727,665 Net interest income 4,374,729 4,079,659 8,379,216 7,962,842 Provision for loan losses 336,000 1,034,244 694,000 1,357,344 Non-interest income 1,659,230 1,366,477 3,161,839 2,549,693 Non-interest expense 4,197,565 3,821,855 8,275,565 7,525,723 Provision for income tax 413,149 120,200 666,114 364,454 Net income 1,087,245 469,837 1,905,376 1,265,014 Preferred dividend requirement - 22,458 - 52,751 Income available to common shareholders $1,087,245 $447,379 $1,905,376 $1,212,263 ================================================================================================== PER COMMON SHARE DATA Basic earnings per share $0.38 $0.18 $0.66 $0.48 Diluted earnings per share $0.37 $0.16 $0.65 $0.43 Book value at end of period $8.57 $7.64 $8.57 $7.64 Market price at end of period $13.10 $11.10 $13.10 $11.10 Weighted average shares outstanding Basic 2,883,142 2,514,972 2,883,142 2,503,647 Diluted 2,946,844 2,920,454 2,940,992 2,916,902 ================================================================================================== AVERAGE BALANCE SHEET DATA Total assets $359,946,669 $351,131,021 $357,858,495 $342,429,938 Earning assets 331,132,111 321,869,855 328,546,563 313,583,347 Loans and leases 220,395,576 206,236,001 216,785,462 204,910,390 Interest-bearing deposits 238,709,360 244,218,691 240,344,275 239,285,181 Total deposits 321,177,565 316,936,547 321,479,097 310,780,542 Common stockholders' equity 23,667,410 19,944,382 23,491,293 19,187,898 Total stockholders' equity 23,667,410 21,699,964 23,491,293 20,988,803 ================================================================================================== SELECTED RATIOS Return on average assets (annualized) 1.21% 0.54% 1.07% 0.74% Return on average common equity (annualized) 18.43% 9.00% 16.36% 12.74% Return on average total equity (annualized) 18.43% 8.68% 16.36% 12.15% Leverage capital ratio 8.33% 7.80% 8.33% 7.80% Tier 1 risk-based capital ratio 11.96% 11.68% 11.96% 11.68% Total risk-based capital ratio 13.11% 12.72% 13.11% 12.72% Allowance for loan losses as a % of total loans 1.24% 1.14% 1.24% 1.14% ================================================================================================== PERIOD ENDING BALANCE SHEET DATA 6/30/02 6/30/01 Net Change % Change Total assets $379,991,713 $342,550,304 $37,441,409 10.93% Earning assets 348,349,503 314,864,754 $33,484,749 10.63% Loans and leases, net 227,212,579 210,532,711 $16,679,868 7.92% Interest-bearing deposits 263,550,361 233,194,779 $30,355,582 13.02% Total deposits 341,799,739 308,890,932 $32,908,807 10.65% Common stockholders' equity 24,852,271 19,794,639 $5,057,632 25.55% Total stockholders' equity 24,852,271 21,315,114 $3,537,157 16.59% ================================================================================================== MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION __________________________________________________________________________________ June 30, December 31, 2002 2001 * ASSETS (unaudited) ___________ ___________ Cash and due from banks $16,509,305 $18,547,278 Federal funds sold 12,100,000 17,300,000 ___________ ___________ Total cash and cash equivalents 28,609,305 35,847,278 Interest bearing deposits in banks 172,706 109,206 Securities available-for-sale, at fair value (cost of $80,803,744 in June 2002 and $75,052,952 in December 2001) 82,424,504 75,780,414 Securities held-to-maturity (estimated market value of $25,350,735 in June 2002 and $24,735,122 in December 2001) 23,583,870 23,584,850 Loans, net of allowance for loan losses of $2,855,844 in June 2002 and $2,705,058 in December 2001 227,212,579 211,685,063 Bank premises and equipment, net 12,431,839 11,950,701 Other real estate owned, net 108,752 359,336 Accrued interest receivable 2,394,503 2,197,794 Goodwill and other intangibles, net 927,513 431,987 Other assets 2,126,142 1,833,234 ___________ ___________ Total assets $379,991,713 $363,779,863 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $78,249,378 $91,145,842 Interest bearing 263,550,361 239,431,616 ___________ ___________ Total deposits 341,799,739 330,577,458 Securities sold under repurchase agreements 3,698,013 663,079 Accrued interest payable 952,197 1,057,065 Notes payable 878,000 1,431,000 Junior subordinated debenture 7,000,000 7,000,000 Other liabilities 811,493 423,700 ___________ ___________ Total liabilities 355,139,442 341,152,302 ___________ ___________ Commitments and contingencies - - Stockholders' Equity: Common stock, $.10 par value- 5,000,000 shares authorized, 2,901,142 issued and outstanding on June 30, 2002 and December 31, 2001, respectively 290,114 290,114 Surplus 12,972,762 12,972,762 Unearned ESOP shares (129,728) (149,638) Unrealized gains on securities available- for-sale, net of deferred taxes of $561,260 in June 2002 and $257,500 in December 2001 1,059,500 469,962 Retained earnings 10,659,623 9,044,361 ___________ ___________ Total stockholders' equity 24,852,271 22,627,561 ___________ ___________ Total liabilities and stockholders' equity $379,991,713 $363,779,863 =========== =========== * The consolidated statement of condition at December 31, 2001 is taken from the audited balance sheet on that date. See notes to unaudited consolidated financial statements. MIDSOUTH BANCORP, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED STATEMENTS OF INCOME ___________________________________________________________________________________________________ Three Months Ended Six Months Ended June 30, June 30, 2002 2001 2002 2001 ______________________________ ____________________________ INTEREST INCOME: Loans, including fees $4,777,307 $5,310,285 $9,357,437 $10,587,452 Securities Taxable 847,314 1,060,091 1,602,909 1,928,931 Nontaxable 428,934 379,155 851,402 735,555 Federal funds sold 18,185 172,796 69,927 438,569 __________ __________ __________ ___________ TOTAL 6,071,740 6,922,327 11,881,675 13,690,507 __________ __________ __________ ___________ INTEREST EXPENSE: Deposits 1,472,088 2,595,423 3,084,129 5,312,070 Securities sold under repurchase agreements, federal funds purchased and advances 27,428 21,750 30,688 32,518 Notes Payable 197,495 225,495 387,642 383,077 __________ __________ __________ ___________ TOTAL 1,697,011 2,842,668 3,502,459 5,727,665 __________ __________ __________ ___________ NET INTEREST INCOME 4,374,729 4,079,659 8,379,216 7,962,842 PROVISION FOR LOAN LOSSES 336,000 1,034,244 694,000 1,357,344 __________ __________ __________ ___________ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,038,729 3,045,415 7,685,216 6,605,498 __________ __________ __________ ___________ OTHER OPERATING INCOME: Service charges on deposits 1,158,404 846,841 2,233,717 1,639,803 Gains on securities, net - 46,491 - 46,491 Credit life insurance 91,995 68,237 145,820 134,855 Other charges and fees 408,831 404,908 782,302 728,544 __________ __________ __________ ___________ TOTAL OTHER INCOME 1,659,230 1,366,477 3,161,839 2,549,693 __________ __________ __________ ___________ OTHER EXPENSES: Salaries and employee benefits 1,982,103 1,778,554 3,917,568 3,540,030 Occupancy expense 922,919 845,139 1,769,259 1,674,897 Other 1,292,543 1,198,162 2,588,738 2,310,796 __________ __________ __________ ___________ TOTAL OTHER EXPENSES 4,197,565 3,821,855 8,275,565 7,525,723 __________ __________ __________ ___________ INCOME BEFORE INCOME TAXES 1,500,394 590,037 2,571,490 1,629,468 PROVISION FOR INCOME TAXES 413,149 120,200 666,114 364,454 __________ __________ __________ ___________ NET INCOME 1,087,245 469,837 1,905,376 1,265,014 PREFERRED DIVIDEND REQUIREMENT - 22,458 - 52,751 __________ __________ __________ ___________ INCOME AVAILABLE TO COMMON SHAREHOLDERS $1,087,245 $447,379 $1,905,376 $1,212,263 ========== ========== ========== =========== BASIC EARNINGS PER COMMON SHARE $0.38 $0.18 $0.66 $0.48 ========== ========== ========== =========== DILUTED EARNINGS PER COMMON SHARE $0.37 $0.16 $0.65 $0.43 ========== ========== ========== =========== See notes to unaudited consolidated financial statements. MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED) ____________________________________________________________________________________________ UNREALIZED GAINS (LOSSES) COMMON STOCK ESOP ON SECURITIES RETAINED SHARES AMOUNT SURPLUS OBLIGATION AFS, NET EARNINGS TOTAL _____________________ ___________ _____________________________________________________ BALANCE, JANUARY 1, 2002 2,901,142 $290,114 $12,972,762 ($149,638) $469,962 $9,044,361 $22,627,561 Dividends on common stock (290,114) (290,114) Net income 1,905,376 1,905,376 Increase in ESOP obligation, net of repayments 19,910 19,910 Net change in unrealized gain/ loss on securities available-for-sale, net of income taxes 589,538 589,538 _________ ________ ___________ _________ __________ ___________ ___________ BALANCE, JUNE 30, 2002 2,901,142 $290,114 $12,972,762 ($129,728) $1,059,500 $10,659,623 $24,852,271 ========= ======== =========== ========= ========== =========== =========== See notes to unaudited consolidated financial statements. MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 ____________________________________________________________________________ June 30, 2002 June 30,2001 _____________ ____________ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $1,905,376 $1,265,014 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 629,246 677,731 Provision for loan losses 694,000 1,357,344 Deferred income taxes (credit) (16,418) 10,778 Discount accretion, net 213,304 43,638 Net gain on sale of securities - (46,491) (Gain)/loss on sale of premises and equipment 40,175 (2,700) Loss on sale of other real estate owned 25,571 11,542 Write-down of other real estate owned - 22,787 Change in accrued interest receivable (196,709) (109,442) Change in accrued interest payable (104,868) 179,225 Other, net 3,845 (521,465) _____________ ____________ NET CASH PROVIDED BY OPERATING ACTIVITIES 3,193,522 2,887,961 _____________ ____________ CASH FLOWS FROM INVESTING ACTIVITIES: Net increase in interest-bearing deposits in banks (63,500) (184,705) Proceeds from sales of securities available-for-sale - 1,647,500 Proceeds from maturities and calls of securities available-for-sale 18,542,669 12,464,181 Purchases of securities available-for-sale (24,505,784) (35,295,098) Loan originations, net of repayments (10,762,635) (9,631,486) Purchases of premises and equipment (1,151,359) (370,405) Proceeds from sales of premises and equipment 800 2,700 Proceeds from sales of other real estate owned 225,013 135,266 Net cash received in connection with acquisition 6,043,721 - _____________ ____________ NET CASH USED IN INVESTING ACTIVITIES (11,671,075) (31,232,047) _____________ ____________ CASH FLOWS FROM FINANCING ACTIVITIES: Net decrease in deposits (952,240) (10,656,273) Net increase in securities sold under repurchase agreements and Federal Home Loan Bank advances 3,034,934 658,539 Issuance of notes payable - 20,000 Repayments of notes payable (553,000) (2,675,968) Proceeds from issuance of common stock - 33,764 Payment of dividends (290,114) (308,316) Issuance of junior subordinated debentures - 7,000,000 _____________ ____________ NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,239,580 (5,928,254) _____________ ____________ NET DECREASE IN CASH & CASH EQUIVALENTS (7,237,973) (34,272,340) CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 35,847,278 49,798,538 _____________ ____________ CASH & CASH EQUIVALENTS AT END OF PERIOD $28,609,305 $15,526,198 ============= ============ See notes to unaudited consolidated financial statements. MIDSOUTH BANCORP, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. STATEMENT BY MANAGEMENT CONCERNING THE REVIEW OF UNAUDITED FINANCIAL INFORMATION The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly, in accordance with accounting principles generally accepted in the United States of America the financial position of MidSouth Bancorp, Inc. ("MidSouth") and its subsidiaries as of June 30, 2002 and the results of their operations and their cash flows for the periods presented. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in MidSouth's 2001 annual consolidated report and Form 10-KSB. The results of operations for the six month period ended June 30, 2002 are not necessarily indicative of the results to be expected for the entire year. 2. ALLOWANCE FOR LOAN AND LOSSES An analysis of the activity in the allowance for loan losses is as follows: Six Months Ended June 30, 2002 2001 __________ __________ Balance at beginning of period $2,705,058 $2,276,187 Provision for loan losses 694,000 1,357,344 Recoveries 61,488 42,414 Loans charged off (604,702) (1,237,642) __________ __________ Balance at end of period $2,855,844 $2,438,303 ========== ========== 3. COMPREHENSIVE INCOME Comprehensive income includes net income and other comprehensive income which, in the case of MidSouth, only includes unrealized gains and losses on securities available-for-sale. Following is a summary of MidSouth's comprehensive income for the six months ended June 30, 2002 and 2001. Six Months Ended June 30, 2002 2001 __________ __________ Net income $1,905,376 $1,265,014 Other comprehensive income Unrealized gains (losses) on securities available- for-sale, net: Unrealized holding gains arising during the period 589,538 475,319 Less reclassification adjustment for gains included in net income - (30,219) Total other comprehensive __________ _________ income 589,538 445,100 __________ _________ Total comprehensive income $2,494,914 $1,710,114 ========== ========== 4. On June 21, 2002 MidSouth acquired the Morgan City, Louisiana branch of IberiaBank for an amount which was approximately $500,00 in excess of book value of those assets on IberiaBank's books. The purchase included, among other things, approximately $6.0 million of cash, $5.4 million of loans, and the assumption of $12.2 million of deposits. MidSouth is presently evaluating the assets purcahsed and liabilities assumed, and expects to complete that evaluation by December 31, 2002. It is presently extimated that any intangible associated with this acquisition will relate to core deposit intangibles and will be amortized over approximately 8 - 10 years on an accelerated basis. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This review should be read in conjunction with MidSouth Bancorp Inc.'s ("MidSouth") consolidated financial statements and accompanying notes contained herein, as well as with MidSouth's 2001 annual consolidated financial statements, the notes thereto and the related Management's Discussion and Analysis. MidSouth Bancorp, Inc. recorded net income of $1,087,245 for the second quarter of 2002, a 131% increase from net income of $469,837 for the second quarter of 2001. Second quarter 2001 earnings reflected a net after tax charge of $500,000 for the default and charge-off of one commercial loan. Basic earnings per share were $.38 and $.18 for the quarters ended June 30, 2002 and 2001, respectively. Diluted earnings per share were $.37 for the second quarter of 2002 compared to $.16 for the second quarter of 2001. Net income for the six months ended June 30, 2002 totaled $1,905,376 compared to $1,265,014 for the six months ended June 30, 2001. Loan loss provisions decreased $663,344 over the six months ended June 30, 2002. Basic earnings per share were $.66 and $.48 for the two six month periods, respectively. Diluted earnings per share were $.65 for the six months ended June 30, 2002 compared to $.43 for the six months ended June 30, 2001. MidSouth's net interest income continued to improve in quarterly and year-to-date comparison due to improvement in the net interest margin combined with a higher volume of earning assets. Net interest income increased 7%, or $295,070 in quarterly comparison and 5% or $416,374 in year-to-date comparison. Non-interest income, excluding net gains on sales of securities recorded in 2001, increased 26% or $339,244 in quarterly comparison and 26% or $658,637 in year-to-date comparison, primarily due to increased transaction volume on deposit accounts resulting in increased service charge and insufficient funds fee income. Non-interest expense, primarily salaries, benefits and occupancy expenses, increased 10% or $375,710 in quarterly comparison and 10% or $749,842 in year-to-date comparison. Consolidated assets totaled $380.0 million at June 30, 2002, up 4% from $363.8 million at December 31, 2001 and 11% from $342.5 million at June 30, 2001. Total deposits increased $32.9 million over the past twelve months, from $308.9 million at June 30, 2001 to $330.6 million at December 31, 2001 and to $341.8 million at June 30, 2002. The increase included $12.2 million in deposits from the purchase of IberiaBank's Morgan City branch. The purchase was completed on June 21, 2002 and also added $5.4 million to MidSouth's loan portfolio. Loans, net of Allowance for Loan Losses ("ALL"), increased $16.7 million or 8%, from $210.5 million in the second quarter of 2001 to $227.2 million in the second quarter of 2002. Provisions for loan and lease losses totaled $336,000 in the second quarter of 2002 compared to $1,034,244 in the second quarter of 2001, and $694,000 in the first six months of 2002 compared to $1,357,344 in the first six months of 2001. Provisions for the three and six month period ended June 30, 2001 were substantially higher due to an additional $700,000 allocated for the default and charge-off of one commercial loan. Nonperforming loans as a percentage of total loans increased from .20% at June 30, 2001 to .36% at June 30, 2002. Loans past due ninety days and over and still accruing decreased from $854,216 at June 30, 2001 to $716,639 at June 30, 2002. Other real estate owned decreased $234,977 for the same period to $108,752. The ALL represented 303.5% of nonperforming assets as of June 30, 2002 compared to 314.5% as of June 30, 2001. MidSouth's leverage ratio was 8.33% at June 30, 2002, up from 7.80% at June 30, 2001. Return on average common equity for the quarter was 18.43% compared to 9.00% for the second quarter of 2001. Return on average assets was 1.21% for the second quarter of 2002 compared to .54% for the second quarter of 2001. EARNINGS ANALYSIS Net Interest Income Average earning assets increased $9.2 million, from $321.9 million for the three months ended June 30, 2001 to $331.1 million for the three months ended June 30, 2002. The mix of earning assets shifted from 64% of average earning assets in loans for the second quarter of 2001 up to 67% in the second quarter of 2002. The average yield on loans decreased 164 basis points, from 10.33% to 8.69% for the three months ended June 30, 2002. Decreases in the prime lending rate and market competition for quality credits lowered commercial and real estate loan yields by 148 basis points in quarterly comparison. The average volume of the commercial and real estate portfolio grew 8% or $13.3 million in quarterly comparison, from $164.2 million for the quarter ending June 30, 2001 to $177.5 million for the quarter ending June 30, 2002. Consumer loan yields decreased 201 basis points primarily due to falling interest rates and the average volume increased slightly, from $42.0 million for the quarter ending June 30, 2001 to $ 42.8 million for the quarter ending June 30, 2002. Investment volume increased by $5.8 million, from $100.5 million at June 30, 2001 to $106.3 million at June 30, 2002. The volume of federal funds sold decreased $10.7 million in quarterly comparison. The average taxable-equivalent yield on investments decreased 89 basis points, from 6.41% at June 30, 2001 to 5.52% at June 30, 2002. Lower yields in both loans and investments decreased the taxable-equivalent yield on quarterly average earning assets 125 basis points, from 8.83% for the second quarter of 2001 to 7.58% for the second quarter of 2002. Average interest-bearing deposits decreased $5.5 million in quarterly comparison, from $244.2 million for the quarter ending June 30, 2001 to $238.7 million for the quarter ending June 30, 2002. The decrease in average volume resulted from a decline in certificates of deposits partially offset by an increase in interest-bearing transaction and money market deposits. The rate paid on interest-bearing deposits decreased 179 basis points for the same period, from 4.26% to 2.47%. Included in interest-bearing liabilities is $7,000,000 in trust preferred securities issued in February 2001. The interest rate on the trust preferred securities is 10.20% with interest payable semi- annually. The average rate paid on total interest-bearing liabilities decreased 177 basis points, from 4.47% for the quarter ended June 30, 2001 to 2.70% for the quarter ended June 30, 2002. The net effect of changes in the volume and mix of average earning assets and interest-bearing liabilities resulted in a 23 basis point improvement in the net taxable-equivalent yield on average earning assets, from 5.29% for the quarter ended June 30, 2001 to 5.52% for the quarter ended June 30, 2002. A review of the changes in the volume and yields of average earning assets and interest-bearing liabilities between the two six month periods ended June 30, 2001 and 2002 reflected results similar to the quarterly comparison. The net taxable-equivalent yield on average earning assets for the six months ended June 30, 2002 increased 4 basis points from 5.33% at June 30, 2001 to 5.37% at June 30, 2002. Volume increases in earning assets resulted in an increase to net interest income of $416,374 between the two six month periods. Non-interest Income MidSouth's primary source of non-interest income, service charges on deposit accounts, increased $311,563 for the three months and $593,914 for the six months ended June 30, 2002 as compared to the same periods for 2001. The increases were due primarily to a higher volume of transactions on deposit accounts, which resulted in increased insufficient funds fees. Other non-interest income, net of gains on sales of investment securities, increased $27,671 in quarterly comparison and $64,723 in year-to-date comparison. Non-interest Expense Non-interest expense increased $375,710 for the three months and $749,842 for the six months ended June 30, 2002 compared to the three and six months ended June 30, 2001. Increases were recorded primarily in the categories of salaries and employee benefits, occupancy expense, printing and office supplies expenses, and professional fees. Salaries and employee benefits increased primarily due to additional staff and an increase in the cost of group health insurance. The number of full-time equivalent ("FTE") employees increased by 12, from 197 in June 2001 to 209 in June 2002. Staff additions over the past twelve months included a compliance officer, two internal auditors and a collateral documentation officer to enhance the risk management and loan administration functions. Occupancy expense increased in the three and six month periods ended June 30, 2002 compared to the same period of 2001 due to increases in lease expense, depreciation and maintenance expenses on computer hardware and software and property taxes. Printing expenses increased primarily due to Bank-paid check orders associated with MidSouth's Business Value Checking and Select 50 programs. Office supplies increased due primarily to the completion of a new facility in Jennings and new offices at MidSouth's main office in Lafayette. The increase in professional fees resulted primarily from consulting fees associated with a process and workflow review of MidSouth's retail, lending and technology areas. BALANCE SHEET ANALYSIS MidSouth ended the second quarter of 2002 with consolidated assets of $379,991,713, an increase of $16.2 million from the $363,779,863 reported for December 31, 2001. Deposits increased over the six months ended June 30, 2002 by $11.2 million, from $330,577,458 at December 31, 2001 to $341,799,739 due to the $12.2 million in deposits acquired through the IberiaBank Morgan City branch purchase on June 21, 2002. Loans experienced growth of $15.7 million in the first six months of 2002, $5.4 million of which was acquired through the branch purchase. Securities available-for-sale increased by $6.6 milllion, from $99.4 million at December 31, 2001 to $106.0 million at June 30, 2002. The increase reflects purchases of $24.5 million offset by sales, maturities and principal paydowns of $18.5 million. Net unrealized gains in the securities available-for-sale portfolio, net of tax effect, were $1,059,500 at June 30, 2002, compared to a net unrealized gain of $469,962 at December 31, 2001. These amounts result from interest rate fluctuations and do not represent permanent adjustment of value. Moreover, classification of securities as available-for-sale does not necessarily indicate that the securities will be sold prior to maturity. Capital As of June 30, 2002, MidSouth's leverage ratio was 8.33% as compared to 7.80% at December 31, 2001. Tier 1 capital to risk-weighted assets was 11.96% and total capital to risk- weighted assets was 13.11% at the end of the second quarter of 2002. At year-end 2001, Tier 1 capital to risk- weighted assets was 11.68% and total capital to risk- weighted assets was 12.72%. Included in the capital ratio calculations is $7 million in Trust Preferred Securities issued in February of 2001. For regulatory purposes, these funds qualify as Tier 1 capital. For financial reporting purposes, these funds are included as a liability under generally accepted accounting principles. Nonperforming Assets and Past Due Loans Table 1 summarizes MidSouth's nonaccrual, past due and restructured loans and nonperforming assets. Nonperforming Assets and Loans Past Due 90 Days ================================================================ June December June 30, 31, 30, 2002 2001 2001 Nonperforming loans $832,209 $768,753 $431,570 Other real estate owned, net 108,752 359,336 343,729 Total nonperforming assets $940,961 $1,128,089 $775,299 Loans past due 90 days or more and still accruing $716,639 $999,538 $854,216 Nonperforming loans as a % of total loans 0.36% 0.38% 0.20% Nonperforming assets as a % of total loans, other real estate owned and other assets Repossessed 0.41% 0.55% 0.36% ALL as a % of nonperforming assets 303.50% 201.77% 314.50% Nonperforming assets were $940,961 as of June 30, 2002 a decrease of $187,128 from the $1,128,089 reported for December 31, 2001 and an increase of $165,662 from the $775,299 reported for June 30, 2001. Loans past due 90 days or more decreased in June 2002 to $716,639 from $999,538 in December 2001 and decreased from $854,216 as of June 30, 2001. Specific reserves have been established in the ALL to cover probable losses on nonperforming assets. The ALL is analyzed quarterly and additional reserves, if needed, are allocated at that time. Management believes that the $2,855,844 in the allowance as of June 30, 2002 is sufficient to cover probable losses in nonperforming assets and in the loan portfolio. Loans classified for regulatory purposes but not included in Table 1 do not represent material credits about which management has serious doubts as to the ability of the borrower to comply with loan repayment terms. Page 15 Item 4. Submission of Matters to a Vote of Security Holders At the annual meeting of shareholders of MidSouth Bancorp, Inc. held May 21, 2002 at 4:00 p.m., the Class III Directors and an additional Class II Director were elected. The following provides information as to the votes: Election of Class III Directors For Withheld James R. Davis, Jr. 2,390,693 8,706 Karen L. Hail 2,388,654 10,745 Milton B. Kidd, III, O.D. 2,388,574 10,825 Election of an additional Class II Director Stephen C. May 2,390,693 8,706 Item 6. Exhibits and Reports on Form 8-K Page 16 (a) Exhibits Exihibit Number Document Description 3.1 Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. is included as Exhibit 3.1 to the MidSouth's Report on Form 10-K for the year ended December 31, 1993, and is incorporated herein by reference. 3.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 are included as Exhibit 4.2 to MidSouth's Registration Statement on Form S-8 filed September 20, 1995 and is incorporated herein by reference. 3.3 Amended and Restated By-laws adopted by the Board of Directors on April 12, 1995 are included as Exhibit 3.2 to Amendment No. 1 to MidSouth's Registration Statement on Form S-4 (Reg. No. 33-58499) filed on June 1, 1995. 10.1 MidSouth National Bank Lease Agreement with Southwest Bank Building Limited Partnership is included as Exhibit 10.7 to the Company's annual report on Form 10-K for the Year Ended December 31, 1992, and is incorporated herein by reference. 10.2 First Amendment to Lease between MBL Life Assurance Corporation, successor in interest to Southwest Bank Building Limited Partnership in Commendam, and MidSouth National Bank is included as Exhibit 10.1 to Report on the Company's annual report on Form 10-KSB for the year ended December 31, 1994, and is incorporated herein by reference. 10.3 Amended and Restated Deferred Compensation Plan and Trust is included as Exhibit 10.3 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and is incorporated herein by reference. 10.4 Employment Agreements with C. R. Cloutier and Karen L. Hail are included as Exhibit 5(c) to MidSouth's Form 1-A and are incorporated herein by reference. 10.6 MidSouth Bancorp, Inc.'s 1997 Stock Incentive Plan is included as Exhibit 4.5 to MidSouth's definitive Proxy Statement filed April 11, 1997, and is incorporated herein by reference. Page 17 10.7 The MidSouth Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan is included as Exhibit 4.6 to MidSouth Bancorp, Inc.'s Form S-3D filed on July 25, 1997 and is incorporated herein by reference. 10.8 Loan Agreements and Master Notes for lines of credit established for MidSouth Bancorp, Inc. and Financial Services of the South, Inc. are included as Exhibit 10.7 of MidSouth's Form 10-QSB filed on August 14, 1997 and is incorporated herein by reference. 10.9 Modification Agreement to the Loan Agreement and Master Note for the Line of Credit established for MidSouth Bancorp, Inc. is included as Exhibit 10.9 of MidSouth's Form 10-QSB filed on August 13, 1999 and is incorporated herein by reference. 10.10 Junior Subordinated Debentures Interest Debenture issued on February 22, 2001 by Midsouth Bancorp, Inc. is included as Exhibit 99 to MidSouth Bancorp, Inc.'s Form 10-QSB filed on May 15, 2001, and is incorporated hereing by reference. 11 Computation of earnings per share 99.1 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (b) Reports Filed on Form 8-K (none) Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MidSouth Bancorp, Inc. (Registrant) Date: August 14, 2002 ________________________________ C. R. Cloutier, President & CEO ________________________________ Karen L. Hail, Executive Vice President & CFO ________________________________ Teri S. Stelly, Senior Vice President & Controller