f10k_032713.htm

10-K 1 f10k_032713.htm FORM 10-K f10k_032713.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

[x]	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2012

[ ]	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: 001-33573

LOUISIANA BANCORP, INC.

(Exact name of Registrant as specified in its charter)

Louisiana		20-8715162
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)

1600 Veterans Memorial Boulevard, Metairie, Louisiana		70005
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (504) 834-1190

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, $.01 par value per share		The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: none

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES [ ] NO [x]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES [ ] NO [x]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.YES [x] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). YES [x] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [x]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES [ ] NO [x]

The aggregate market value of the 2,077,480 shares of the Registrant’s common stock held by non-affiliates, based upon the closing price of $16.10 for the common stock on June 30, 2012, as reported by the Nasdaq Stock Market, was approximately $33.4 million. Shares of common stock held by executive officers, directors, the Company’s Employee Stock Ownership Plan and the 2007 Recognition and Retention Plan have been excluded since such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

Number of shares of common stock outstanding as of March 27, 2013: 2,868,202

DOCUMENTS INCORPORATED BY REFERENCE

Set forth below are the documents incorporated by reference and the part of the Form 10-K into which the document is incorporated:

Portions of the definitive Proxy Statement for the 2013 Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10-14 of this Form 10-K.

LOUISIANA BANCORP, INC.

2012 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	2

Item 1A.	Risk Factors	34

Item 1B.	Unresolved Staff Comments	37

Item 2.	Properties	37

Item 3.	Legal Proceedings	37

Item 4.	Mine Safety Disclosures	37

PART II

Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38

Item 6.	Selected Financial Data	39

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41

Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	56

Item 8.	Financial Statements and Supplementary Data	57

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	105

Item 9A.	Controls and Procedures	105

Item 9B.	Other Information	106

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	106

Item 11.	Executive Compensation	106

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	106

Item 13.	Certain Relationships and Related Transactions, and Director Independence	107

Item 14.	Principal Accounting Fees and Services	107

PART IV

Item 15.	Exhibits and Financial Statement Schedules	108

SIGNATURES		110

Forward-Looking Statements

This Annual Report on Form 10-K contains certain forward looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder). Forward looking statements are not historical facts but instead represent only the beliefs, expectations or opinions of Louisiana Bancorp, Inc. and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward looking statements may be identified by the use of words such as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly.” Forward looking statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks, uncertainties and assumptions, many of which are difficult to predict and generally are beyond the control of Louisiana Bancorp, Inc. and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, forward looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) competitive pressure among depository institutions increasing significantly; (4) changes in the interest rate environment causing reduced interest margins; (5) general economic conditions, either nationally or in the markets in which Louisiana Bancorp, Inc. is or will be doing business, being less favorable than expected;(6) political and social unrest, including acts of war or terrorism; or (7) legislation or changes in regulatory requirements adversely affecting the business in which Louisiana Bancorp, Inc. is engaged. Louisiana Bancorp, Inc. undertakes no obligation to update these forward looking statements to reflect events or circumstances that occur after the date on which such statements were made.

As used in this report, unless the context otherwise requires, the terms “we,” “us,” or the “Company” refer to Louisiana Bancorp, Inc., a Louisiana corporation, and the term the “Bank” refers to Bank of New Orleans, a federally chartered savings bank and wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to the operations of the Company include the operations of the Bank.

PART I

Item 1. Business.

General

Louisiana Bancorp, Inc. is a Louisiana corporation that became the holding company for Bank of New Orleans following the conversion of the Bank in July 2007 from a federally chartered mutual savings bank to a federally chartered stock savings bank. The Bank currently operates out of its headquarters and three traditional bank branches located in the New Orleans, Louisiana metropolitan area. Our newest branch office located in Covington, Louisiana was opened during the second quarter of 2012. At December 31, 2012, the Bank had 70 full-time employees and two part-time employees. At December 31, 2012, 2011 and 2010, the Company had total assets of $311.9 million, $313.1 million, and $320.9 million, respectively. Net interest income during these years was $10.0 million, $9.8 million and $10.3 million, respectively, and net income was $2.5 million, $2.1 million, and $2.6 million, respectively.

We are primarily engaged in attracting deposits from the general public and using those funds to invest in loans and securities. Our principal sources of funds are deposits, repayments of loans and mortgage-backed securities, maturities of investments and interest-bearing deposits, other funds provided from operations and funds borrowed from outside sources such as the Federal Home Loan Bank of Dallas, the Federal Reserve, and commercial banks. These funds are primarily used for the origination of various loan types including single-family residential mortgage loans, multi-family residential and commercial real estate mortgage loans, home equity loans and lines of credit and other consumer loans. The Bank derives its income principally from interest earned on loans, mortgage-backed and other securities and, to a lesser extent, from fees received in connection with the origination of loans and for other services. Bank of New Orleans’ primary expenses are interest expense on deposits and borrowings, and general operating expenses.

We are an active originator of residential home mortgage loans and commercial real estate loans in our market area. Our commercial real estate loans are primarily secured by multi-family residential collateral, non-residential collateral and vacant land. Our business plan is focused on developing a portfolio of residential home loans and commercial real estate loans that will benefit the residents and small to mid-sized businesses of the New Orleans metropolitan area. Our total real estate loan portfolio has grown from $110.5 million at December 31, 2008, to $214.5 million at December 31, 2012. At December 31, 2012, our one-to four-family residential loans comprised 50.0%, or $107.6 million, of the total loan portfolio, while multi-family residential, commercial real estate and land loans comprised 37.5%, or $80.6 million, of total loans. Home equity loans and lines of credit were $26.3 million, or 12.2%, of the total loan portfolio at December 31, 2012.

Deposits with the Bank are insured to the maximum extent provided by law by the Federal Deposit Insurance Corporation. The Bank is subject to examination and comprehensive regulation by the Office of Comptroller of the Currency and the FDIC. The Company is a savings and loan holding company subject to examination and regulation by the Board of Governors of the Federal Reserve System. The Bank is also a member of the Federal Home Loan Bank of Dallas, which is one of the 12 regional banks comprising the Federal Home Loan Bank System. The Bank is also subject to regulations of the Board of Governors of the Federal Reserve System governing reserves required to be maintained against deposits and certain other matters.

Our headquarters office is located at 1600 Veterans Memorial Boulevard, Metairie, Louisiana, and our telephone number is (504) 834-1190. We maintain a website at www.bankofneworleans.com, and we provide our customers with on-line banking and telephone banking services.

Market Area and Competition

Bank of New Orleans’ primary market area is southeastern Louisiana, in general and, more specifically, Jefferson Parish and neighboring Orleans Parish. During the second quarter of 2012, the Bank expanded its branch footprint by opening a new branch office in St. Tammany Parish, which is located north of Lake Pontchartrain. Jefferson, Orleans and St. Tammany Parishes are the three largest parishes in the seven parish New Orleans Metropolitan Statistical Area (“MSA”). According to the latest data available from the U.S. Census Bureau, the estimated populations of Jefferson, Orleans and St. Tammany Parishes are 432,640, 360,740, and 236,785, respectively. Based on these estimates, Jefferson, Orleans and St. Tammany Parishes are ranked second, third, and fifth, respectively, in total population within the state. Jefferson and St. Tammany Parishes have traditionally been referred to as suburban markets, characterized by relatively high levels of home ownership and per capita income. Orleans Parish has been considered an urban community with home ownership rates below 50% and per capita income below the state average. The Orleans Parish market area was severely impacted by the devastation of Hurricane Katrina in August 2005. The pre-Katrina population of Orleans Parish was estimated at 494,294 as of July 1, 2005, and dropped to 230,172 in the twelve months immediately following the storm. From its low point in 2006, the population has increased by more than 130,000 residents. Management and the Board of the Company are optimistic that the city’s repopulation trend will continue in the coming years as a result of the federal investment in recovery projects and the development of a diversified economy that will be spearheaded by a biomedical district in the heart of the central business district.

The local economy in southern Louisiana is reliant on a variety of sectors. Traditionally, the oil industry, the Port of New Orleans and tourism were the bellwethers of the local economy. The local economy has diversified, although oil, shipping and tourism remain important sectors of the economy. According to the U.S. Bureau of Labor Statistics, the trade, transportation and utilities sector represented 20.0% of the New Orleans MSA labor force at December 31, 2012, followed by government (15.3%), education and health services (15.1%) and leisure and hospitality (14.7%).

At December 31, 2012, the U.S. Bureau of Labor Statistics estimated that the seasonally adjusted unemployment rate for the nation was 7.8%, a decrease of 0.7% from December 31, 2011. The unemployment rate for state of Louisiana and the New Orleans MSA was 5.60% and 5.50%, respectively, at December 31, 2012. These rates indicate a year-over-year decrease in unemployment of 1.4% for the state and 0.9% for the New Orleans MSA.

According to data provided by the National Association of Realtors, the median sales price of existing homes in the New Orleans MSA increased by 2.1% during 2012 compared to a decrease of 4.2% in 2011. In Jefferson and St. Tammany Parishes, the average sales price of existing homes decreased during 2012 by 2.5% and 1.2%, respectively. During 2012, the average sales price of single-family residences in Orleans Parish increased by 8.0%, to $257,140.

We face significant competition in originating loans and attracting deposits. This competition stems primarily from commercial banks, other savings banks and savings associations and mortgage-banking companies. In the New Orleans MSA, as of June 30, 2012, there were 36 FDIC-insured institutions competing for a share of the deposit market. Many of the financial service providers operating in our market area are significantly larger, and have greater financial resources, than us. Based on the most recent data available through the FDIC, the Bank’s $199.4 million in deposits at June 30, 2012 represented a deposit market share of 0.68% for the seven parish New Orleans MSA, and a 0.73% market share for Jefferson, Orleans and St. Tammany Parishes. Of the 34 FDIC-insured institutions operating in Jefferson, Orleans and St. Tammany Parishes as of June 30, 2012, we rank 16th in terms of deposit market share. We face additional competition for deposits from short-term money market funds and other corporate and government securities funds, mutual funds and from other non-depository financial institutions such as brokerage firms and insurance companies. We believe that the presence of a local executive management team experienced with the challenges associated with the region’s rebuilding efforts provides the Bank with an advantage over the national banks in our market area, particularly as it relates to the credit approval process.

Lending Activities

General. At December 31, 2012, our net loan portfolio totaled $213.2 million, or 68.35% of total assets. Our principal lending activity is the origination of first mortgage loans collateralized by one- to four-family, also known as “single-family,” residential real estate loans located in our market area. In addition, the Bank originates home equity loans and lines of credit secured by residential real estate. Over the past several years, we have increased our emphasis on originating multi-family (over four units) residential, commercial real estate and land loans. We also originate consumer loans, consisting of loans secured by deposits, auto loans, and unsecured home improvement loans, in addition to commercial and personal loans. We do not originate sub-prime, “alt-a”, no-interest, or “no-doc” loans, nor do we hold any such loans in our loan portfolio.

The types of loans that we may originate are subject to federal and state law and regulations. Interest rates charged by us on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by our competitors. These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal government, including the Federal Reserve Board, legislative tax policies and governmental budgetary matters.

Loan Portfolio Composition. The following table shows the composition of our loan portfolio by type of loan at the dates indicated.

	December 31,
	2012					2011					2010					2009					2008
	Amount		%			Amount		%			Amount		%			Amount		%			Amount		%
	(Dollars In Thousands)
Real estate loans:
One- to four-family residential(1)	$	107,556		50.0	%	$	105,718		53.5	%	$	98,635		54.5	%	$	85,726		53.4	%	$	51,547		45.4	%
Home equity loans and lines		26,305		12.2			18,467		9.3			15,745		8.7			14,389		9.0			10,297		9.1
Multi-family residential		17,644		8.2			14,591		7.4			11,785		6.5			9,423		5.9			7,859		6.9
Commercial real estate		62,771		29.2			56,492		28.6			52,594		29.0			47,798		29.8			39,700		35.0
Land loans		206		0.1			1,299		0.7			951		0.5			1,213		0.8			1,095		1.0
Total real estate loans		214,482		99.7			196,567		99.5			179,710		99.2			158,549		98.9			110,498		97.4
Consumer and other loans:
Student loans		--		--			--		--			--		--			485		0.3			1,398		1.2
Loans secured by deposits		458		0.2			568		0.3			464		0.3			478		0.3			283		0.2
Other		266		0.1			452		0.2			900		0.5			835		0.5			1,368		1.2
Total consumer loans		724		0.3			1,020		0.5			1,364		0.8			1,798		1.1			3,049		2.6
Total loans	$	215,206		100.0	%	$	197,587		100.0	%	$	181,074		100.0	%	$	160,347		100.0	%	$	113,547		100.0	%
Less:
Deferred loan fees		130					150					205					240					359
Allowance for loan losses		1,917					1,805					1,759					1,661					1,952
Net loans	$	213,159				$	195,632				$	179,110				$	158,446				$	111,236

_____________________

(1)	For purposes of this report on Form 10-K, the one- to four-family residential category consists of single-family residential mortgage loans secured by first mortgages. We typically have second mortgages on home equity loans and lines of credit.

Contractual Terms to Final Maturities. The following table shows the scheduled contractual maturities of our loans as of December 31, 2012, before giving effect to net items. Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. The amounts shown below do not take into account anticipated loan prepayments.

	One- to Four- Family Residential		Home Equity Loans & Lines		Multi-family Residential		Commercial Real Estate
	(In Thousands)
Amounts due after December 31, 2012 in:
One year or less	$	412	$	649	$	597	$	869
After one year through two years		1,113		318		1,690		1,213
After two years through three years		883		490		1,068		726
After three years through five years		4,375		1,699		3,773		9,554
After five years through ten years		18,907		9,271		6,141		23,456
After ten years through 15 years		41,148		5,136		3,478		26,953
After 15 years		40,718		8,742		897		-
Total	$	107,556	$	26,305	$	17,644	$	62,771

	Land Loans		Consumer and Other		Total Loans
	(In Thousands)
Amounts due after December 31, 2012 in:
One year or less	$	--	$	325	$	2,852
After one year through two years		184		196		4,714
After two years through three years		--		180		3,347
After three years through five years		--		17		19,418
After five years through ten years		22		6		57,803
After ten years through 15 years		--		-		76,715
After 15 years		--		-		50,357
Total	$	206	$	724	$	215,206

The following table shows the dollar amount of our loans at December 31, 2012 due after December 31, 2013 as shown in the preceding table, which have fixed interest rates or which have floating or adjustable interest rates.

	Fixed-Rate		Floating or Adjustable-Rate		Total
Real Estate Loans:	(In Thousands)
One- to four-family residential	$	79,159	$	27,985	$	107,144
Home equity loans & lines		7,714		17,942		25,656
Multi-family residential		16,150		897		17,047
Commercial real estate		61,740		162		61,902
Land loans		206		--		206
Consumer and other		376		23		399
Total	$	165,345	$	47,009	$	212,354

Loan Originations. Our lending activities are subject to underwriting standards and loan origination procedures established by our board of directors and management. Loan originations are obtained through a variety of sources, primarily existing customers as well as new customers obtained from referrals and local advertising and promotional efforts. Single-family residential mortgage loan applications and consumer loan applications are taken primarily at our main office. Applications for other loans typically are taken personally by our commercial loan officer or consumer loan officer, although they may be received by a branch office initially and then referred to our commercial loan officer or consumer loan officer. All loan applications are processed and underwritten centrally at our main office.

Our single-family residential mortgage loans are written on standardized documents used by the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”) and Federal National Mortgage Association (“FNMA” or “Fannie Mae”). We also utilize an automated loan processing and underwriting software system for our new single-family residential mortgage loans. Property valuations of loans secured by real estate are undertaken by an independent third-party appraiser approved by our board of directors.

In addition to originating loans, we occasionally purchase participation interests in larger balance loans, typically commercial real estate and multi-family residential mortgage loans and construction loans, from other financial institutions in our market area or other markets in Louisiana. Such participations are reviewed for compliance with our underwriting criteria before they are purchased. Generally, we have purchased such loans without any recourse to the seller. However, we actively monitor the performance of such loans through the receipt of regular reports from the lead lender regarding the loan’s performance, physically inspecting the loan security property on a periodic basis, discussing the loan with the lead lender on a regular basis and receiving copies of updated financial statements from the borrower. Bank of New Orleans’ largest potential exposure on a purchased participation interest at December 31, 2012 was a $763,000 participation interest in a $1.4 million loan secured by a single-family home in New Orleans. At December 31, 2012, our total purchased interest in participation loans was $1.5 million, all of which were performing in accordance with their contractual terms at such date.

In addition, Bank of New Orleans also occasionally sells participation interests in loans it originates. We generally have sold participation interests when a loan would exceed our internal limitations for concentrations of credit, or exceeds our statutory loans-to-one borrower limit. Our loans-to-one borrower limit, with certain exceptions, generally is 15% of our unimpaired capital and surplus, or $6.8 million at December 31, 2012. At December 31, 2012, the Bank’s five largest borrowers, and their related entities, have aggregate loan balances of $4.2 million, $3.6 million, $3.4 million, $3.1 million and $3.0 million, respectively, and all of such loans were performing in accordance with their terms at such date.

The following table shows our total loans originated, purchased, sold and repaid during the periods indicated.

	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Loan originations:
Real Estate Loans:
One- to four-family residential	$	85,061		$	59,218		$	58,990
Home equity loans and lines		3,641			9,906			6,889
Multi-family residential		5,228			6,180			5,094
Commercial real estate		16,689			18,641			11,967
Land loans		-			370			190
Consumer and other		163			842			1,314
Total loan originations		110,782			95,157			84,444
Loans purchased(1)		-			-			-
Loans sold		(59,169	)		(30,715	)		(30,771	)
Loan principal repayments		(33,664	)		(47,771	)		(32,596	)
Total loans sold and principal repayments		(92,833	)		(78,486	)		(63,367	)
Transfer to other real estate owned		(330	)		(158	)		(350	)
Increase (decrease) due to other items, net(2)		(92	)		9			(63	)
Net increase in total loans	$	17,527		$	16,522		$	20,664

_____________________

(1)	Includes purchases of participation interests in loans.

(2)	Other items consist of deferred fees and the allowance for loan losses.

One-to Four-Family Residential Mortgage Lending. One of our primary lending activities continues to be the origination of loans secured by first mortgages on one- to four-family residences in our market area. At December 31, 2012, $107.6 million of our total loan portfolio consisted of single-family residential mortgage loans, an increase of $1.8 million from December 31, 2011, and an increase of $56.0 million from December 31, 2008. Originations of one- to four-family loans were $85.1 million, $59.2 million, and $59.0 million, respectively, for the years ended December, 31, 2012, 2011 and 2010. During this three-year period, our single-family residential real estate loans as a percentage of total loans decreased from 53.4% at December 31, 2009, to 50.0% at December 31, 2012.

Our single-family residential mortgage loan originations include loans that are underwritten on terms and documentation conforming to guidelines issued by Freddie Mac and Fannie Mae, and non-conforming “jumbo” loans, which have principal balances in excess of the Fannie Mae conforming loan limit of $417,000. Applications for one-to four-family residential mortgage loans are accepted at any of our banking offices and are then referred to the Residential Lending Department at our main office in order to underwrite the creditworthiness of the loan. Once our underwriting process is completed, the loan package is submitted to our mortgage loan committee for approval. We currently originate fixed-rate, fully amortizing mortgage loans with maturities of 10, 15, 20 or 30 years. We generally sell into the secondary market our newly originated secondary market eligible loans with 30-year terms to maturity. During the current year, we have focused our origination efforts on increasing our production of adjustable rate mortgage (“ARM”) loans, where the interest rate either adjusts on an annual basis or is fixed for an initial period of three, five, or seven years and then adjusts annually. The retention of ARM loans helps management mitigate the risk that future interest rate increases may have on our portfolio. We do not originate ARM loans that would be considered “sub-prime”, interest-only, or those that provide for the negative amortization of principal. At December 31, 2012, $28.0 million, or 26.1%, of our one- to four-family residential loan portfolio maturing after December 31, 2013 consisted of ARM loans. In addition to traditional mortgage loan products offered by the Bank, we also offer reverse mortgages on an agency basis where we sell the origination to a third party that “table funds” the loan at closing.

We underwrite one- to four-family residential mortgage loans with loan-to-value ratios of up to 90%, provided that the borrower obtains private mortgage insurance on loans that exceed 80% of the appraised value or sales price, whichever is less, of the secured property. We also require that title insurance, hazard insurance and, if appropriate, flood insurance be maintained on all properties securing real estate loans. We require that a licensed appraiser from our list of approved appraisers perform and submit to us an appraisal on all properties securing one- to four-family first mortgage loans. Our mortgage loans generally include due-on-sale clauses which provide us with the contractual right to deem the loan immediately due and payable in the event the borrower transfers ownership of the property. Due-on-sale clauses are an important means of adjusting the yields of fixed-rate mortgage loans in the portfolio and we generally exercise our rights under these clauses.

Home Equity Loans and Lines of Credit. In addition to the origination of first mortgage loans secured by single-family residences, the Bank also originates home equity loans and lines of credit, typically secured by second mortgages. At December 31, 2012, our total home equity loans and lines of credit were $26.3 million, an increase of $7.8 million from December 31, 2011. Our home equity loans have fixed rates of interest and final maturities of 5, 10 or 15 years. Our home equity lines of credit generally have floating interest rates tied to the Wall Street Journal prime index. In some cases, a fixed credit spread may be added to the index based on the creditworthiness of the borrower, as determined by our underwriting policies and procedures. At December 31, 2012, the unused portion of our home equity lines of credit was $16.4 million.

Multi-Family Residential, Commercial Real Estate and Land Loans. At December 31, 2012, our multi-family residential, commercial real estate and land loans amounted to an aggregate of $80.6 million, or 37.5% of our total loan portfolio. Our aggregate multi-family residential, commercial real estate and land loans increased by $8.2 million from December 31, 2011 to December 31, 2012, and by $32.0 million from December 31, 2008 to December 31, 2012.

Our commercial real estate and multi-family residential real estate loan portfolio consists primarily of loans secured by office buildings, retail and industrial use buildings, strip shopping centers, residential properties with five or more units and other properties used for commercial and multi-family purposes located in our market area. At December 31, 2012, our multi-family residential real estate loans were $17.6 million, or 8.2% of our total loan portfolio, and consisted primarily of loans secured by properties with 20 or fewer rental units. The average outstanding balance of our multi-family residential loans was $327,000, with our largest multi-family residential loan having a balance of $2.2 million at December 31, 2012. Our commercial real estate loans comprised 29.2% of our total loan portfolio, and had an aggregate balance of $62.8 million at December 31, 2012. The five largest commercial real estate loans outstanding at year end 2012 were $2.8 million, $2.7 million, $2.4 million, $2.2 million and $2.1 million, and all of such loans were performing in accordance with all their terms at such date.

Although terms for multi-family residential, commercial real estate and land loans vary, our underwriting standards generally allow for terms of up to 15 years with monthly amortization over the life of the loan and loan-to-value ratios of not more than 80%. Interest rates are either fixed or, on occasion, adjustable, based upon designated market indices such as the prime rate or LIBOR, and fees of up to 2.0% are charged to the borrower at the origination of the loan. In light of local market demands, substantially all of our multi-family residential, commercial real estate and land loans originated in recent years have been fixed-rate loans with terms to maturity of 10 to 15 years. However, the actual lives of such loans generally are less due to prepayments and re-financings. In originating multi-family residential, commercial real estate and land loans we estimate what we expect will be the actual life of the loan to maturity and generally seek to originate loans which we expect will have an average estimated life of 6-7 years. Generally, we obtain personal guarantees of the principals as additional collateral for multi-family residential, commercial real estate and land loans.

Multi-family residential, commercial real estate and land lending involves different risks than single-family residential lending. These risks include larger loans to individual borrowers and loan payments that are dependent upon the successful operation of the project or the borrower’s business. These risks can be affected by supply and demand conditions in the project’s market area of rental housing units, office and retail space, warehouses, and other commercial space. We attempt to minimize these risks for loans we originate by limiting loans to businesses with existing operating performance which can be analyzed or to borrowers with whom we are familiar and who have historical results that we can analyze. We also use conservative debt coverage ratios in our underwriting, and periodically monitor the operation of the business or project and the physical condition of the property.

Various aspects of multi-family residential and commercial real estate loan transactions are evaluated in an effort to mitigate the additional risk in these types of loans. In our underwriting procedures, consideration is given to the stability of the property’s cash flow history, future operating projections, current and projected occupancy levels, location and physical condition. Generally, we impose a debt service ratio (the ratio of net cash flows from operations before the payment of debt service to debt service) of not less than 125% in the case of multi-family residential, commercial real estate and land loans. We also evaluate the credit and financial condition of the borrower, and if applicable, the guarantor. Appraisal reports prepared by independent appraisers are obtained on each loan to substantiate the property’s market value, and are reviewed by us prior to the closing of the loan.

Consumer and Other Lending Activities. In our efforts to provide a full range of financial services to our customers, we offer various types of consumer loans. Our consumer and other loans amounted to $724,000, or 0.3% of our total loan portfolio at December 31, 2012. Our consumer loans include loans secured by deposit accounts, automobile loans, home improvement loans, and unsecured personal loans. Consumer loans are originated primarily through existing and walk-in customers and direct advertising.

In addition to consumer loans, the Bank offers secured and unsecured commercial loans and lines of credit. Our non-mortgage commercial loans and lines of credit at December 31, 2012 amounted to $9,000.

Consumer and non-mortgage commercial loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan or in some cases the absence of collateral. During 2012, we recorded charge-offs of $158,000 related to consumer and non-mortgage commercial loans. Of this charge-off figure, $60,000 was recovered during the year. In 2011, we had no charge-offs related to consumer loans.

Loan Approval Procedures and Authority. Our Board of Directors establishes the Bank’s lending policies and procedures. Our Lending Policy Manual is reviewed on at least an annual basis by our management team in order to propose modifications as a result of market conditions, regulatory changes and other factors. All modifications must be approved by our Board of Directors.

Various officers or combinations of officers of Bank of New Orleans have the authority within specifically identified limits to approve new loans. Our Commercial Lending Committee (comprised of our President, Chief Financial Officer, Commercial Loan Manager and two outside directors) has authority to approve multi-family residential, commercial real estate and land loans in amounts up to $750,000. Our Loan Committee (comprised of our President, Chief Financial Officer, Residential Loan Manager and Consumer Loan Manager) has authority to approve single-family residential mortgage loans which conform to Fannie Mae or Freddie Mac guidelines, and consumer loans up to $100,000. All other loans must be approved by the Board of Directors of Bank of New Orleans.

Asset Quality

General. One of our key objectives has been, and continues to be, maintaining a high level of asset quality. In addition to maintaining credit standards for new originations which we believe are sound, we are proactive in our loan monitoring, collection and workout processes in dealing with delinquent or problem loans.

When a borrower fails to make a scheduled payment, we attempt to cure the deficiency by making personal contact with the borrower. Initial contacts are generally made within 10 to 15 days after the date the payment is due. In most cases, deficiencies are promptly resolved. If the delinquency continues, late charges are assessed and additional efforts are made to collect the deficiency. All loans with an outstanding balance of more than $100,000 which are delinquent 30 days or more are reported to the Board of Directors of Bank of New Orleans.

On loans where the collection of principal or interest payments is doubtful, the accrual of interest income ceases (“non-accrual” loans). It is our policy, with certain limited exceptions, to discontinue accruing additional interest and reverse any interest accrued on any loan which is 90 days or more past due. On occasion, this action may be taken earlier if the financial condition of the borrower raises significant concern with regard to his/her ability to service the debt in accordance with the terms of the loan agreement. Interest income is not accrued on these loans until the borrower’s financial condition and payment record demonstrate an ability to service the debt.

Real estate which is acquired as a result of foreclosure is classified as real estate owned until sold. Real estate owned is recorded at the lower of cost or fair value less estimated selling costs. Costs associated with acquiring and improving a foreclosed property are usually capitalized to the extent that the carrying value does not exceed fair value less estimated selling costs. Holding costs are charged to expense. Gains and losses on the sale of real estate owned are charged to operations, as incurred.

We account for our impaired loans under generally accepted accounting principles. An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment. Loans collectively evaluated for impairment include smaller balance commercial real estate loans, residential real estate loans and consumer loans. These loans are evaluated as a group because they have similar characteristics and performance experience. Larger multi-family residential, commercial real estate and construction loans are individually evaluated for impairment. As of December 31, 2012 and 2011, our recorded investment in impaired loans was $1.5 million and $1.1 million, respectively.

Federal regulations and our policies require that we utilize an internal asset classification system as a means of reporting problem and potential problem assets. We have incorporated an internal asset classification system, substantially consistent with Federal banking regulations, as a part of our credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” We typically have not classified assets as “doubtful,” but have been more aggressive in classifying assets as “loss.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “special mention.”

A savings institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by Federal bank regulators which can order the establishment of additional general or specific loss allowances. The Federal banking agencies, have adopted an interagency policy statement on the allowance for loan and lease losses. The policy statement provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of allowances and guidance for banking agency examiners to use in determining the adequacy of general valuation guidelines. Generally, the policy statement recommends that institutions have effective systems and controls to identify, monitor and address asset quality problems; that management analyze all significant factors that affect the collectibility of the portfolio in a reasonable manner; and that management establish acceptable allowance evaluation processes that meet the objectives set forth in the policy statement. Our management believes that, based on information currently available, its allowance for loan losses is maintained at a level which covers all known and inherent losses that are both probable and reasonably estimable at each reporting date. However, actual losses are dependent upon future events and, as such, further additions to the level of allowances for loan losses may become necessary.

We review and classify assets on a monthly basis and the Board of Directors is provided with monthly reports on our classified assets. We classify assets in accordance with the management guidelines described above. At December 31, 2012 and 2011, our recorded investment in assets classified as “substandard” was $1.3 million and $756,000, respectively. There were $91,000 in loss allowances allocated to such substandard loans at December 31, 2012, and no such allowances at December 31, 2011. At December 31, 2012, we had $1.6 million in assets classified as “special mention” compared to no “special mention” assets at December 31, 2011.

Delinquent Loans. At December 31, 2012, we had $201,000 in loans delinquent 30 to 89 days, compared to $588,000 at December 31, 2011. Our loans delinquent 30 to 89 days as of December 31, 2012 were composed of three single family residential mortgage loans totaling $122,000, five home equity loans or lines of credit totaling $75,000, and two consumer loans totaling $4,000.

The following table shows the delinquencies in our loan portfolio (other than past-due loans on non-accrual status) as of the dates indicated.

	December 31, 2012										December 31, 2011
	30-89 Days Overdue					90 or More Days Overdue and Still Accruing					30-89 Days Overdue					90 or More Days Overdue and Still Accruing
	Number of Loans		Principal Balance			Number of Loans		Principal Balance			Number of Loans		Principal Balance			Number of Loans		Principal Balance
Real Estate Loans:	(Dollars in Thousands)
One- to four-family residential		3	$	122			--	$	--			2	$	463			--	$	--
Home equity loans and lines		5		75								6		125
Multi-family residential		-		-			--		--			-		-			--		--
Commercial real estate		-		-								-		-
Land		-		-								-		-
Consumer and other		2		4			--		--			-		-			--		--
Total delinquent loans		10	$	201			--	$	--			8	$	588			--	$	--
Delinquent loans to total net loans				0.09	%				--	%				0.30	%				--	%
Delinquent loans to total loans				0.09	%				--	%				0.30	%				--	%

Non-Performing Loans and Real Estate Owned. Our general policy is to cease accruing interest on loans which are 90 days or more past due and to charge-off all accrued interest. At December 31, 2012, our non-performing loans totaled $1.5 million, an increase of $378,000 from December 31, 2011. The largest components of our non-performing loans at December 31, 2012 were two nonresidential mortgage loans secured by commercial real estate with an aggregate carrying value of $1.2 million and 11 home equity loans or lines of credit totaling $142,000.

For the years ended December 31, 2012 and 2011, the amount of additional interest income that would have been recognized on non-accrual loans if such loans had continued to perform in accordance with their contractual terms was $59,000 and $65,000, respectively.

Real estate owned increased $100,000 million to $632,000, during the year ended December 31, 2012. During 2012, the Bank sold a single-family residential property for $153,000, resulting in a gain of $3,000. In addition, the Bank foreclosed on a $330,000 non-residential mortgage loan secured by a restaurant in Baton Rouge, Louisiana. This property was subsequently written down to its fair market value estimate of $250,000. At December 31, 2012, real estate owned also included our 0.6% participation interest in a $170 million mixed-use property development in Baton Rouge, Louisiana having a fair value of $382,000 at such date.

The following table shows the amounts of our non-performing assets (defined as non-accruing loans, accruing loans 90 days or more past due and real estate owned) at the dates indicated. The Bank had no troubled debt restructurings as of any of the dates indicated below.

	December 31,
	2012			2011			2010			2009			2008

Non-accruing loans:	(Dollars in Thousands)
Real Estate loans:
One- to four-family residential	$	50		$	110		$	123		$	36		$	52
Home equity loans and lines		142			569			682			378			389
Multi-family residential		13			--			--			515			--
Commercial real estate		1,247			330			--			--			--
Land loans		--			--			34			--			--
Consumer and other		--			65			69			74			79
Total non-accruing loans		1,452			1,074			908			1,003			520
Accruing loans 90 days or more past due:
Real Estate loans:
One- to four-family residential		--			--			--			--			--
Home equity loans and lines		--			--			--			--			--
Multi-family residential		--			--			--			--			--
Commercial real estate		--			--			--			--			--
Land loans		--			--			--			--			--
Consumer and other		--			--			--			--			--
Total accruing loans 90 days or more past due		--			--			--			--			--
Total non-performing loans(1)		1,452			1,074			908			1,003			520
Real estate owned, net		632			532			1,696			1,573			--
Total non-performing assets	$	2,084		$	1,606		$	2,604		$	2,576		$	520
Total non-performing loans as a percentage of loans, net		0.68	%		0.55	%		0.51	%		0.63	%		0.47	%
Total non-performing loans as a percentage of total assets		0.47	%		0.34	%		0.28	%		0.30	%		0.16	%
Total non-performing assets as a percentage of total assets		0.67	%		0.51	%		0.81	%		0.78	%		0.16	%

_____________________

(1)	Non-performing loans consist of non-accruing loans plus accruing loans 90 days or more past due.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses. We maintain the allowance at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. Management reviews the allowance for loan losses on a monthly basis in order to identify those inherent losses and to assess the overall collection probability for the loan portfolio. Our evaluation process includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of our loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. Such risk ratings are periodically reviewed by management and revised as deemed appropriate. The establishment of the allowance for loan losses is significantly affected by management judgment and uncertainties and there is a likelihood that different amounts would be reported under different conditions or assumptions. Various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to make additional provisions for estimated loan losses based upon judgments different from those of management.

The Bank recorded charge-offs of $208,000 during 2012 compared to $8,000 during 2011. During 2012, the Bank recorded $50,000 in charge-offs against home equity loans and lines, and $158,000 against consumer and other loans.

We will continue to monitor and modify our allowances for loan losses as conditions dictate. No assurances can be given that our level of allowance for loan losses will cover all of the inherent losses on our loans or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance for loan losses.

The following table shows changes in our allowance for loan losses during the periods presented.

	At or For the Year Ended December 31,
	2012			2011			2010			2009			2008

	(Dollars in Thousands)
Total loans outstanding at end of period	$	215,206		$	197,587		$	181,074		$	160,347		$	113,547

Allowance for loan losses, beginning of period		1,805			1,759			1,661			1,952			1,999
Provision (recovery) for loan losses		246			53			269			337			(43	)
Charge-offs:
Real Estate loans:
One- to four-family residential		-			2			--			31			--
Home equity loans and lines		50			6			3			191			2
Multi-family residential		--			--			171			--			--
Commercial real estate		--			--			--			396			--
Land loans		--			--			--			--			--
Consumer and other		158			--			--			10			2
Total charge-offs		208			8			174			628			4
Recoveries on loans previously charged off		74			1			3			--			--
Allowance for loan losses, end of period	$	1,917		$	1,805		$	1,759		$	1,661		$	1,952
Allowance for loan losses as a percent of non-performing loans		132.02	%		168.06	%		193.72	%		165.60	%		375.38	%
Allowance for loan losses as a percent of total loans		0.89	%		0.91	%		0.98	%		1.04	%		1.72	%
Ratio of net charge-offs during the period to average loans outstanding during the period		0.06	%		--	%		0.10	%		0.47	%		--	%

The following table shows how our allowance for loan losses is allocated by type of loan at each of the dates indicated.

	December 31,
	2012					2011					2010					2009					2008
	Amount of Allowance		Loan Category as a % of Total Loans			Amount of Allowance		Loan Category as a % of Total Loans			Amount of Allowance		Loan Category as a % of Total Loans			Amount of Allowance		Loan Category as a % of Total Loans			Amount of Allowance		Loan Category as a % of Total Loans
	(Dollars in Thousands)
Real estate loans:
One-to four-family residential	$	856		50.0	%	$	889		53.5	%	$	858		54.5	%	$	726		53.4	%	$	91		45.4	%
Home equity loans and lines		236		12.2			207		9.3			270		8.7			273		9.0			210		9.1
Multi-family residential		160		8.2			148		7.4			100		6.5			167		5.9			2		6.9
Commercial real estate		656		29.2			485		28.6			442		29.0			397		29.8			49		35.0
Land loans		2		0.1			2		0.7			9		0.5			10		0.8			2		1.0
Consumer and other		7		0.3			74		0.5			80		0.8			88		1.1			98		2.6
Unallocated		--		--			--		--			--		--			--		--			1,500		--
Total	$	1,917		100.0	%	$	1,805		100.0	%	$	1,759		100.0	%	$	1,661		100.0	%	$	1,952		100.0	%

Investment Activities

General. We invest in securities pursuant to our Investment Policy, which has been approved by our Board of Directors. The Board’s ALCO/Investment Committee monitors our investment activity and ensures that the Bank’s investments are consistent with the Investment Policy. The respective Boards of Directors of the Bank and Company review all investment activity at their regular scheduled meetings.

Our investment policy is designed primarily to manage the interest rate sensitivity of our assets and liabilities, to generate a favorable return without incurring undue interest rate and credit risk, to complement our lending activities and to provide and maintain liquidity. On occasion, we also have used a leveraged investment strategy for the purpose of enhancing returns. Pursuant to this strategy, we have utilized borrowings from the Federal Home Loan Bank (“FHLB”) of Dallas as well as other sources to purchase additional investment securities. We attempt to match the advances with the securities purchased in order to obtain a favorable difference, or “spread,” between the interest paid on the advance against the yield received on the security purchased.

At December 31, 2012, our investment and mortgage-backed securities amounted to $79.6 million in the aggregate, or 25.5% of total assets at such date. The largest component of our securities portfolio in recent periods has been mortgage-backed securities, which amounted to $48.1 million, or 60.5% of the securities portfolio at December 31, 2012. The second largest component of our securities portfolio at December 31, 2012 was collateralized mortgage obligations (“CMOs”) which amounted to $25.1 million, or 31.5% of the securities portfolio. Our securities portfolio also contains U.S. agency debt securities which amounted to $6.1 million at December 31, 2012. These U.S. agency debt securities may contain provisions which provide the agency with the ability to call the securities at specified dates.

The Company held equity securities with market values of $258,000 and $183,000, respectively, at December 31, 2012 and 2011. These equity securities are comprised solely of common stock investments in community banks.

At December 31, 2012, and December 31, 2011, we had net unrealized gains of $653,000 and $970,000, respectively, on our available-for-sale securities.

Pursuant to FASB ASC 320-10, our securities are classified as available for sale (“AFS”), held to maturity (“HTM), or trading, at the time of acquisition. Securities classified as held to maturity must be purchased with the intent and ability to hold that security until its final maturity, and can be sold prior to maturity only under rare circumstances. Held to maturity securities are accounted for based upon the historical cost of the security. Available for sale securities can be sold at any time based upon needs or market conditions. Available for sale securities are accounted for at fair value, with unrealized gains and losses on these securities, net of income tax provisions, reflected in retained earnings as accumulated other comprehensive income. At December 31, 2012, we had $12.1 million of securities classified as available for sale, $67.5 million of securities classified as held to maturity and no securities classified as trading. During the year ended December 31, 2012, there were no sales of available-for-sale securities compared to the sale of $1.2 million of such securities during the year ended December 31, 2011. The securities sold during 2011 resulted in gains of $72,000.

We do not purchase mortgage-backed derivative instruments that would be characterized “high-risk” under Federal banking regulations at the time of purchase, nor do we purchase corporate obligations which are not rated investment grade or better.

Our mortgage-backed securities and CMOs were issued by the GNMA, FNMA or FHLMC and we held no mortgage-backed securities from private issuers.

Investments in mortgage-backed securities involve a risk that actual prepayments will be greater than estimated prepayments over the life of the security, which may require adjustments to the amortization of any premium or accretion of any discount relating to such instruments, thereby changing the net yield on such securities. There is also reinvestment risk associated with the cash flows from such securities or in the event such securities are redeemed by the issuer. In addition, the market value of such securities may be adversely affected by changes in interest rates.

The FHLMC is a public corporation chartered by the U.S. Government. The FHLMC issues participation certificates backed principally by conventional mortgage loans. The FHLMC guarantees the timely payment of interest and the ultimate return of principal within one year. The FNMA is a private corporation chartered by the U.S. Congress with a mandate to establish a secondary market for conventional mortgage loans. Because the FHLMC, the FNMA and the GNMA were established to provide support for low- and middle-income housing, there are limits to the maximum size of loans that qualify for these programs. To accommodate larger-sized loans, and loans that, for other reasons, do not conform to the agency programs, a number of private institutions have established their own home-loan origination and securitization programs.

Mortgage-backed securities typically are issued with stated principal amounts, and the securities are backed by pools of mortgages that have loans with interest rates that are within a range and have varying maturities. The cash flow associated with the underlying pool of mortgages, i.e., fixed rate or adjustable rate, as well as prepayment risk, are passed on to the certificate holder. The life of a mortgage-backed pass-through security thus approximates the life of the underlying mortgages.

Collateralized mortgage obligations are typically issued by a special-purpose entity, in our case, by government agencies, which may be organized in a variety of legal forms, such as a trust, a corporation, or a partnership. Substantially all of the collateralized mortgage obligations held in our portfolio consist of senior sequential tranches. By purchasing senior sequential tranches, management attempts to ensure the cash flow associated with such an investment.

The following table sets forth certain information relating to our investment and mortgage-backed securities portfolios at the dates indicated.

	December 31,
	2012				2011				2010
	Amortized Cost		Market Value		Amortized Cost		Market Value		Amortized Cost		Market Value
	(In Thousands)
Securities Available-for-Sale:
Mortgage-backed securities	$	5,333	$	5,755	$	9,648	$	10,356	$	14,505	$	15,383
U.S. government and agency obligations		5,970		6,126		11,949		12,211		46,924		47,106
Equity Securities		183		258		183		183		--		--
Total Securities AFS		11,486		12,139		21,780		22,750		61,429		62,489
Securities Held to Maturity:
Mortgage-backed securities		42,365		44,897		57,558		61,041		62,122		65,922
Collateralized mortgage obligations		25,089		25,418		2,023		2,026		63		63
Municipal obligations		--		--		--		--		1,354		1,370
Total Securities HTM		67,454		70,315		59,581		63,067		63,539		67,355
Total Mortgage-Backed and Investment Securities	$	78,940	$	82,454	$	81,361	$	85,817	$	124,968	$	129,844

The following table sets forth the amount of investment and mortgage-backed securities which mature during each of the periods indicated and the weighted average yields for each range of maturities at December 31, 2012. No tax-exempt yields have been adjusted to a tax-equivalent basis.

	Amounts at December 31, 2012 Which Mature In
	One Year or Less			More than One Year to Five Years			More than Five Years to Ten Years			More Than Ten Years			Total
	(In Thousands)
Available-for-Sale:
Mortgage-backed securities	$	359		$	325		$	5,071			--		$	5,755
U.S. government and agency obligations		4,026			2,100			--			--			6,126
Collateralized mortgage obligations		--			--			--			--			--
Total	$	4,385		$	2,425		$	5,071			--		$	11,881
Weighted Average Yield		1.40	%		4.41	%		5.06	%					3.58	%
Equity Securities													$	258
Total														12,139
Held to Maturity:
Mortgage-backed securities	$	--		$	1,296		$	9,095		$	31,974		$	42,365
U.S. government and agency obligations		--			--			--			--			--
Collateralized mortgage obligations		--			--			25			25,064			25,089
Total	$	--		$	1,296		$	9,120		$	57,038		$	67,454
Weighted Average Yield		--	%		4.74	%		5.09	%		3.07	%		3.37	%
Total Mortgage-Backed and Investment Securities:
Mortgage-backed securities	$	359		$	1,621		$	14,166		$	31,974		$	48,120
U.S. government and agency obligations		4,026			2,100			--			--			6,126
Collateralized mortgage obligations		--			--			25			25,064			25,089
Total	$	4,385		$	3,721		$	14,191		$	57,038			79,335
Weighted Average Yield		1.40	%		4.52	%		5.08	%		3.07	%		3.41	%
Equity Securities													$	258
Total													$	79,593

The following table sets forth the composition of our mortgage-backed securities portfolio at each of the dates indicated.

	December 31,
	2012		2011		2010

	(In Thousands)
Fixed-rate:
Available for sale	$	5,755	$	10,356	$	15,383
Held to maturity		35,955		50,953		50,665
Total fixed-rate		41,710		61,309		66,048
Adjustable-rate:
Available for sale		--		--		--
Held to maturity		6,410		8,628		11,520
Total adjustable-rate		6,410		8,628		11,520
Total mortgage-backed securities	$	48,120	$	69,937	$	77,568

Information regarding the contractual maturities and weighted average yield of our mortgage-backed securities portfolio at December 31, 2012 is presented below. Due to repayments of the underlying loans, the actual maturities of mortgage-backed securities generally are substantially less than the scheduled maturities.

	Amounts at December 31, 2012 Which Mature in
	One Year or Less		Weighted Average Yield			More Than One Year to Five Years		Weighted Average Yield			More Than Five Years to Ten Years		Weighted Average Yield			More than 10 Years		Weighted Average Yield
	(Dollars in Thousands)
Fixed-rate:
Available for sale	$	359		4.50	%	$	325		6.24	%	$	5,071		5.06	%	$	--
Held to maturity		--		0.00	%		1,211		4.91	%		8,963		5.14	%		25,781		4.00	%
Total fixed-rate		359		4.50	%		1,536		5.19	%		14,034		5.11	%		25,781		4.00	%
Adjustable-rate:
Available for sale		--					--					--		--			--
Held to maturity		--					85		2.27	%		132		2.13	%		6,193		3.08	%
Total adjustable-rate		--					85		2.27	%		132		2.13	%		6,193		3.08	%
Total	$	359		4.50	%	$	1,621		5.04	%	$	14,166		5.08	%	$	31,974		3.82	%

Sources of Funds

General. Deposits, loan repayments and prepayments, proceeds from sales of loans, cash flows generated from operations and FHLB advances are the primary sources of our funds for use in lending, investing and for other general purposes.

Deposits. We offer a variety of deposit accounts with a range of interest rates and terms. Our deposits consist of checking, both interest-bearing and non-interest-bearing, money market, savings and certificate of deposit accounts. At December 31, 2012, 35.1% of the funds deposited with Bank of New Orleans were in non-maturity deposits, which are commonly referred to as “core deposits”. Total certificates of deposit were $127.4 million at December 31, 2012 compared to $134.5 million at December 31, 2011.

The flow of deposits is influenced significantly by general economic conditions, changes in money market rates, prevailing interest rates and competition. Our deposits are obtained predominantly from the areas where our branch offices are located. We have historically relied primarily on customer service and long-standing relationships with customers to attract and retain these deposits; however, market interest rates and rates offered by competing financial institutions significantly affect our ability to attract and retain deposits.

Bank of New Orleans uses traditional means of advertising its deposit products, including broadcast and print media and we generally do not solicit deposits from outside our market area. In recent years, we have emphasized the origination of core deposits.

We do not actively solicit certificate accounts of $100,000 or more, known as “jumbo CDs,” or use brokers to obtain deposits. At December 31, 2012, our jumbo CDs amounted to $56.0 million, of which $39.7 million are scheduled to mature within twelve months.

The following table shows the distribution of, and certain other information relating to, our deposits by type of deposit, as of the dates indicated.

	December 31,
	2012					2011					2010
	Amount		%			Amount		%			Amount		%
	(Dollars in Thousands)
Certificate accounts:
Less than 1.00%	$	71,936		36.7	%	$	64,299		33.1	%	$	32,253		17.1	%
1.00% - 1.99%		19,070		9.7			20,660		10.6			44,120		23.4
2.00% - 2.99%		12,550		6.4			17,878		9.2			16,678		8.8
3.00% - 3.99%		23,244		11.8			23,784		12.3			30,293		16.1
4.00% - 4.99%		580		0.3			7,833		4.0			11,482		6.1
5.00% - 5.99%		--		--			--		--			8		--
Total certificate accounts		127,380		64.9			134,454		69.2			134,834		71.5

Savings accounts		24,532		12.5			21,621		11.1			19,368		10.3
Checking:
Interest bearing		20,645		10.5			21,064		10.9			19,319		10.3
Non-interest bearing		14,322		7.3			9,764		5.0			8,130		4.3
Money market		9,327		4.8			7,423		3.8			6,711		3.6
Total savings and transaction accounts		68,826		35.1			59,872		30.8			53,528		28.5
Total deposits	$	196,206		100.00	%	$	194,326		100.00	%	$	188,362		100.00	%

The following table shows the average balance of each type of deposit and the average rate paid on each type of deposit for the periods indicated.

	Year Ended December 31,
	2012							2011							2010
	Average Balance		Interest Expense		Average Rate Paid			Average Balance		Interest Expense		Average Rate Paid			Average Balance		Interest Expense		Average Rate Paid
	(Dollars in Thousands)
Passbook Savings Accounts	$	22,813	$	57		0.25	%	$	20,618	$	82		0.40	%	$	18,496	$	92		0.50	%
Checking		19,458		31		0.16			18,998		27		0.14			18,344		34		0.19
Money market		9,014		32		0.36			7,018		31		0.44			6,560		36		0.55
Certificates of deposit		131,734		1,951		1.48			135,030		2,506		1.86			135,599		3,032		2.24
Total interest-bearing Deposits	$	183,019	$	2,071		1.13	%	$	181,664	$	2,646		1.46	%	$	178,999	$	3,194		1.78	%

The following table shows our savings flows during the periods indicated.

	Year Ended December 31,
	2012		2011		2010
	(In Thousands)
Beginning balance	$	194,326	$	188,362	$	188,622
Net increase (decrease) before interest credited		313		3,896		(2,881	)
Interest credited		1,567		2,068		2,621
Net increase (decrease) in deposits		1,880		5,964		(260	)
Ending balance	$	196,206	$	194,326	$	188,362

The following table presents, by various interest rate categories and maturities, the amount of certificates of deposit at December 31, 2012.

	Balance at December 31, 2012 Maturing in the 12 Months Ending December 31,
Certificates of Deposit	2013		2014		2015		Thereafter		Total
	(In Thousands)
Less than 1.00%	$	64,034	$	6,971	$	931	$	--	$	71,936
1.00% - 1.99%		5,814		4,106		1,306		7,844		19,070
2.00% - 2.99%		2,849		46		1,381		8,274		12,550
3.00% - 3.99%		2,700		14,861		5,683		--		23,244
4.00% - 4.99%		579		--		--		1		580
5.00% - 5.99%		--		--		--		--		--
Total certificate accounts	$	75,976	$	25,984	$	9,301	$	16,119	$	127,380

The following table shows the maturities of our certificates of deposit of $100,000 or more at December 31, 2012 by time remaining to maturity.

Quarter Ending:	Amount		Weighted Average Rate
	(Dollars in Thousands)
March 31, 2013	$	27,652		0.49	%
June 30, 2013		7,810		0.72
September 30, 2013		2,492		1.34
December 31, 2013		1,710		0.85
After December 31, 2013		16,312		2.30
Total certificates of deposit with balances of $100,000 or more	$	55,976		1.10	%

Borrowings. We utilize advances from the Federal Home Loan Bank of Dallas as an alternative to retail deposits to fund our operations as part of our operating strategy. These FHLB advances are collateralized primarily by certain mortgage loans and mortgage-backed securities and other investment securities held in safekeeping at the Federal Home Loan Bank. FHLB advances are made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The maximum amount that the Federal Home Loan Bank of Dallas will advance to member institutions, including Bank of New Orleans, fluctuates from time to time in accordance with the policies of the Federal Home Loan Bank. At December 31, 2012, we had $37.5 million in outstanding FHLB advances and $123.8 million of additional FHLB advances available. At such date, $3.7 million of our FHLB advances mature within one year. In addition, the Bank periodically accesses other borrowing sources as a source of liquidity and term funding. These sources include regional or national commercial banks that structure the borrowings as reverse repurchase agreements with terms ranging from 30 days to five years. These borrowings are secured by the pledge of US Government or US Agency debt instruments. At December 31, 2012, the Bank had other borrowings of $16.0 million. Finally, as a member bank, we have access to borrowings from the Federal Reserve Bank. At December 31, 2012, we had no borrowings from the Federal Reserve Bank.

The following table shows certain information regarding our borrowings at or for the dates indicated:

	At or For the Year Ended December 31,
	2012			2011			2010
	(Dollars in Thousands)
FHLB advances and other borrowings:
Average balance outstanding	$	61,745		$	64,230		$	68,057
Maximum amount outstanding at any month-end during the period		68,507			69,330			69,300
Balance outstanding at end of period		53,454			57,113			68,248
Average interest rate during the period		3.39	%		3.85	%		3.89	%
Weighted average interest rate at end of period		2.93	%		3.84	%		3.88	%

Subsidiaries

Bank of New Orleans has one subsidiary, First Louisiana Mortgage, LLC, a Louisiana limited liability corporation, which has been inactive since its inception.

Employees

At December 31, 2012, we had 70 full-time and 2 part-time employees. None of such employees are represented by a collective bargaining group, and we believe that our relationship with our employees is excellent.

REGULATION

Set forth below is a brief description of certain laws relating to the regulation of Louisiana Bancorp and Bank of New Orleans. This description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.

General

Louisiana Bancorp is a savings and loan holding company regulated by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or “FRB”). Bank of New Orleans is a federally chartered savings bank subject to federal regulation and oversight by the Office of the Comptroller of the Currency (the “OCC”) extending to all aspects of its operations. Bank of New Orleans also is subject to regulation and examination by the Federal Deposit Insurance Corporation, which insures the deposits of Bank of New Orleans to the maximum extent permitted by law, and requirements established by the Federal Reserve Board. Federally chartered savings institutions are required to file periodic reports with the OCC and are subject to periodic examinations by the OCC. The investment and lending authority of savings institutions are prescribed by federal laws and regulations, and such institutions are prohibited from engaging in any activities not permitted by such laws and regulations. Such regulation and supervision primarily is intended for the protection of depositors and not for the purpose of protecting shareholders.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Office of Thrift Supervision (“OTS”) was eliminated and, as of July 21, 2011, the regulatory oversight functions and authority of the OTS related to Bank of New Orleans were transferred to the OCC and the regulatory oversight functions and authority of the OTS related to Louisiana Bancorp were transferred to the Federal Reserve Board. See “-Recently Enacted Regulatory Reform,” below.

Federal law provides the federal banking regulators, including the OCC, the FRB and Federal Deposit Insurance Corporation, with substantial enforcement powers. The OCC’s enforcement authority over all savings institutions includes, among other things, the ability to assess civil money penalties, to issue cease and desist or removal orders and to initiate injunctive actions. In general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the OCC. The FRB has comparable enforcement authority of the Company. Any change in such regulations, whether by the Federal Deposit Insurance Corporation, OCC or Congress, could have a material adverse impact on Louisiana Bancorp and Bank of New Orleans and their operations.

Recently Enacted Regulatory Reform

On July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act. The financial reform and consumer protection act imposes new restrictions and an expanded framework of regulatory oversight for financial institutions, including depository institutions. In addition, the new law changed the jurisdictions of existing bank regulatory agencies and in particular transferred the regulation of federal savings associations, such as the Bank, from the OTS to the OCC effective July 21, 2011. Savings and loan holding companies, such as the Company, are now regulated by the Federal Reserve Board. The law also establishes an independent federal consumer protection bureau within the Federal Reserve Board. The following discussion summarizes significant aspects of the new law that may affect the Company and the Bank. Many of the regulations implementing these changes have not been promulgated, so we cannot determine the full impact on our business and operations at this time.

The following aspects of the financial reform and consumer protection act are related to the operations of the Bank:

•

A new independent consumer financial protection bureau was established within the Federal Reserve Board, empowered to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer financial protection laws. However, smaller financial institutions, like the Bank, continue to be subject to the supervision and enforcement of their primary federal banking regulator with respect to the federal consumer financial protection laws.

•	Tier 1 capital treatment for “hybrid” capital items like trust preferred securities was eliminated subject to various grandfathering and transition rules.

•	The prohibition on payment of interest on demand deposits was repealed, effective July 21, 2011.

•	Deposit insurance was permanently increased to $250,000 and unlimited deposit insurance for noninterest-bearing transaction accounts is provided through the end of 2012.

•	The deposit insurance assessment base calculation now equals the depository institution’s total assets minus the sum of its average tangible equity during the assessment period.

•

The minimum reserve ratio of the Deposit Insurance Fund increased to 1.35 percent of estimated annual insured deposits or assessment base; however, the Federal Deposit Insurance Corporation is directed to “offset the effect” of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion.

The following aspects of the financial reform and consumer protection act are related to the operations of the Company:

•	Authority over savings and loan holding companies was transferred to the Federal Reserve Board on July 21, 2011.

•

Leverage capital requirements and risk based capital requirements applicable to depository institutions and bank holding companies will be extended to thrift holding companies. However, the FRB has not yet issued regulations that address the levels of these capital requirements or when they will apply to the Company.

•	The Federal Deposit Insurance Act was amended to direct federal regulators to require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries.

•	Public companies are now required to provide their shareholders with a non-binding vote: (i) at least once every three years on the compensation paid to executive officers, and (ii) at least once every six years on whether they should have a “say on pay” vote every one, two or three years.

•	A separate, non-binding shareholder vote is now required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments.

•

Securities exchanges, which include the Nasdaq, are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain “significant” matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant.

•

Stock exchanges will be prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation payable on the basis of financial information reportable under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated financial information.

•	Disclosure in annual proxy materials will be required concerning the relationship between the executive compensation paid and the financial performance of the issuer.

•	Item 402 of Regulation S-K will be amended to require companies to disclose the ratio of the Chief Executive Officer’s annual total compensation to the median annual total compensation of all other employees.

•	Smaller reporting companies are exempt from complying with the internal control auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act.

Regulation of Louisiana Bancorp, Inc.

Holding Company Acquisitions. Federal law generally prohibits a savings and loan holding company, without prior FRB approval, from acquiring the ownership or control of any other savings institution or savings and loan holding company, or all, or substantially all, of the assets or more than 5% of the voting shares of the savings institution or savings and loan holding company. These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of such holding company, from acquiring control of any savings institution not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the FRB.

The Federal Reserve Board may not approve any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (1) the approval of interstate supervisory acquisitions by savings and loan holding companies; and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions.

Holding Company Activities. Louisiana Bancorp operates as a unitary savings and loan holding company and is permitted to engage only in the activities permitted for financial holding companies under Federal Reserve Board regulations or for multiple savings and loan holding companies. Multiple savings and loan holding companies are permitted to engage in the following activities: (i) activities permitted for a bank holding company under section 4(c) of the Bank Holding Company Act (unless the FRB prohibits or limits such 4(c) activities); (ii) furnishing or performing management services for a subsidiary savings association; (iii) conducting any insurance agency or escrow business; (iv) holding, managing, or liquidating assets owned by or acquired from a subsidiary savings association; (v) holding or managing properties used or occupied by a subsidiary savings association; (vi) acting as trustee under deeds of trust; or (vii) activities authorized by regulation as of March 5, 1987, to be engaged in by multiple savings and loan holding companies. Although savings and loan holding companies are not currently subject to specific capital requirements, recent legislation authorized the FRB to establish capital requirements for savings and loan holding companies. That legislation also authorized federal regulators to require depository institution holding companies to serve as a source of strength to their depository institution subsidiaries. Bank of New Orleans is required to notify the FRB 30 days before declaring any dividend to the Company. In addition, the financial impact of a holding company on its subsidiary institution is a matter that is evaluated by the Federal Reserve Board and the agency has authority to order cessation of activities or divestiture of subsidiaries deemed to pose a threat to the safety and soundness of the institution.

Declaration of Dividends. A savings institution, such as Bank of New Orleans, that is part of a savings and loan holding company structure must file a notice of declaration of a dividend with the FRB not less than 30 days prior to the proposed declaration of dividend by its board of directors.

Federal Securities Laws. Our common stock is registered with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934. We are subject to the proxy and tender offer rules, insider trading reporting requirements and restrictions, and certain other requirements under the Securities Exchange Act of 1934.

The Sarbanes-Oxley Act. As a public company, the Company is subject to the Sarbanes-Oxley Act of 2002 which addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our principal executive officer and principal financial officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the SEC under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal control over financial reporting; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting.

Bank of New Orleans

General. Bank of New Orleans is a federally chartered stock savings bank subject to examination and regulation by the OCC which has extensive authority over the operations of federally-chartered savings institutions. As part of this authority, Bank of New Orleans is required to file periodic reports with the OCC and is subject to periodic examinations by the OCC and the Federal Deposit Insurance Corporation. The investment and lending authority of savings institutions are prescribed by federal laws and regulations, and such institutions are prohibited from engaging in any activities not permitted by such laws and regulations. Such regulation and supervision is primarily intended for the protection of depositors and the Deposit Insurance Fund (“DIF”) administered by the Federal Deposit Insurance Corporation.

Insurance of Accounts. The deposits of Bank of New Orleans are insured to the maximum extent permitted by the DIF and are backed by the full faith and credit of the U.S. Government. The recently enacted financial institution reform legislation permanently increased deposit insurance on most accounts to $250,000. As insurer, the Federal Deposit Insurance Corporation is authorized to conduct examinations of, and to require reporting by, insured institutions. It also may prohibit any insured institution from engaging in any activity determined by regulation or order to pose a serious threat to the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation also has the authority to initiate enforcement actions against savings institutions, after giving the OCC an opportunity to take such action.

The Federal Deposit Insurance Corporation's risk-based premium system provides for quarterly assessments. Each insured institution is placed in one of four risk categories depending on supervisory and capital considerations. Within its risk category, an institution is assigned to an initial base assessment rate which is then adjusted to determine its final assessment rate based on its brokered deposits, secured liabilities and unsecured debt, with less risky institutions paying lower assessments. The Federal Deposit Insurance Corporation recently amended its deposit insurance regulations (1) to change the assessment base for insurance from domestic deposits to average assets minus average tangible equity and (2) to lower overall assessment rates. The revised assessments rates are between 2.5 to 9 basis points for banks in the lowest risk category and between 30 to 45 basis points for banks in the highest risk category. The amendments became effective for the quarter beginning April 1, 2011 with the new assessment methodology being reflected in the premium invoices due September 30, 2011.

In addition, all institutions with deposits insured by the Federal Deposit Insurance Corporation are required to pay assessments to fund interest payments on bonds issued by the Financing Corporation (“FICO”), a mixed-ownership government corporation established to recapitalize a predecessor to the DIF.

The Federal Deposit Insurance Corporation may terminate the deposit insurance of any insured depository institution, including Bank of New Orleans, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the Federal Deposit Insurance Corporation. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the Federal Deposit Insurance Corporation. Management is aware of no existing circumstances which would result in termination of Bank of New Orleans’ deposit insurance.

Regulatory Capital Requirements. Federally insured savings associations are required to maintain minimum levels of regulatory capital. The OCC has established capital standards consisting of a “tangible capital requirement,” a “leverage capital requirement” and “a risk-based capital requirement.” The OCC also is authorized to impose capital requirements in excess of these standards on individual institutions on a case-by-case basis.

Current OCC capital standards require savings institutions to satisfy the following capital requirements:

·	tangible capital requirement – “tangible” capital equal to at least 1.5% of adjusted total assets;

·	leverage capital requirement – “core” capital equal to at least 3.0% of adjusted total assets;

·	an additional “cushion” of at least 100 basis points of core capital for all but the most highly rated savings associations, effectively increasing their minimum Tier 1 leverage ratio to 4.0% or more; and

·	risk-based capital requirement – “total” capital (a combination of core and “supplementary” capital) equal to at least 8.0% of “risk-weighted” assets.

Core capital generally consists of common stockholders’ equity (including retained earnings). Tangible capital generally equals core capital minus intangible assets, with only a limited exception for purchased mortgage servicing rights. Bank of New Orleans had no intangible assets at December 31, 2012. Both core and tangible capital are further reduced by an amount equal to a savings institution’s debt and equity investments in subsidiaries engaged in activities not permissible to national banks (other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and subsidiary depository institutions or their holding companies). These adjustments do not affect Bank of New Orleans’ regulatory capital.

In determining compliance with the risk-based capital requirement, a savings institution is allowed to include both core capital and supplementary capital in its total capital, provided that the amount of supplementary capital included does not exceed the savings institution’s core capital. Supplementary capital generally consists of general allowances for loan losses up to a maximum of 1.25% of risk-weighted assets, together with certain other items. In determining the required amount of risk-based capital, total assets, including certain off-balance sheet items, are multiplied by a risk weight based on the risks inherent in the type of assets. The risk weights range from 0% for cash and securities issued by the U.S. Government or unconditionally backed by the full faith and credit of the U.S. Government to 100% for loans (other than qualifying residential loans weighted at 50%) and repossessed assets.

Savings institutions must value securities available for sale at amortized cost for regulatory capital purposes. This means that in computing regulatory capital, savings institutions should add back any unrealized losses and deduct any unrealized gains, net of income taxes, on debt securities reported as a separate component of GAAP capital.

At December 31, 2012, Bank of New Orleans exceeded all of its regulatory capital requirements, with tangible, core and total risk-based capital ratios of 14.03%, 14.03% and 26.50%, respectively.

Any savings institution that fails any of the capital requirements is subject to possible enforcement actions by the OCC or the Federal Deposit Insurance Corporation. Such actions could include a capital directive, a cease and desist order, civil money penalties, the establishment of restrictions on the institution’s operations, termination of federal deposit insurance and the appointment of a conservator or receiver. The OCC’s capital regulation provides that such actions, through enforcement proceedings or otherwise, could require one or more of a variety of corrective actions.

Recent Regulatory Capital Proposals. The FRB and the OCC were part of a joint proposal in June 2012 seeking comment on three notices of proposed rulemaking (“NPR”) that would revise and replace the agencies’ current capital rules in connection with the Basel accords. The two NPRs discussed below concern capital issues of significant importance to the Bank and the Company. The third NPR, relates to advanced approaches and market risk capital rules, is not applicable to the organization’s current operations.

The first NPR relates to Basel III and proposes to revise risk-based and leverage capital requirements, including the implementation of new common equity Tier 1 capital requirements and a higher minimum Tier 1 capital requirement. Also included in the NPR are proposed limitations on capital distributions and certain discretionary bonus payments for any banking organization not holding a specified buffer of common equity Tier 1 capital in excess of its minimum risk-based capital requirement. Revisions to the prompt correction action framework and the tangible common equity definition are also included in the NPR. The other NPR applicable to the organization’s operations proposes a standardized approach for risk-weighted assets to enhance risk sensitivity and to address certain weaknesses identified over recent years, including methods for determining risk-weighted assets for residential mortgages, securitization exposures and counterparty credit risk. The proposed changes in the two NPRs would be applicable to the Bank and the Company.

The comment period for these NPRs ended on October 22, 2012. Since Basel III was intended to be implemented beginning January 1, 2013, the regulators intended to finalize the rules by that date. However, on November 9, 2012, the federal agencies, including the FRB and the OCC, that proposed the NPRs announced that they did not expect that any of the proposed rules would become effective on January 1, 2013. Moreover, the announcement did not indicate the likely new effective date.

Prompt Corrective Action. In addition to the regulatory capital requirements for OCC-regulated savings associations discussed above, each federal banking agency has implemented a system of prompt corrective action. The following table shows the amount of capital associated with the different capital categories set forth in the prompt corrective action regulations of the OCC.

Capital Category	Total Risk-Based Capital	Tier 1 Risk-Based Capital	Tier 1 Leverage Capital

Well capitalized	10% or more	6% or more	5% or more
Adequately capitalized	8% or more	4% or more	4% or more
Undercapitalized	Less than 8%	Less than 4%	Less than 4%
Significantly undercapitalized	Less than 6%	Less than 3%	Less than 3%

In addition, an institution is “critically undercapitalized” if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. Under specified circumstances, a federal banking agency may reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the Federal Deposit Insurance Corporation may not reclassify a significantly undercapitalized institution as critically undercapitalized).

An institution generally must file a written capital restoration plan which meets specified requirements within 45 days of the date that the institution receives notice or is deemed to have notice that it is undercapitalized, significantly undercapitalized or critically undercapitalized. A federal banking agency must provide the institution with written notice of approval or disapproval within 60 days after receiving a capital restoration plan, subject to extensions by the agency. An institution which is required to submit a capital restoration plan must concurrently submit a performance guaranty by each company that controls the institution. In addition, undercapitalized institutions are subject to various regulatory restrictions, and the appropriate federal banking agency also may take any number of discretionary supervisory actions.

At December 31, 2012, Bank of New Orleans was deemed a well-capitalized institution for purposes of the prompt corrective regulations and as such is not subject to the above mentioned restrictions.

The table below sets forth Bank of New Orleans’ capital position relative to its regulatory capital requirements at December 31, 2012.

	Actual					Required for Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions					Excess Over Well- Capitalized Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)

Total risk-based capital	$	45,487		26.50	%	$	13,731		8.00	%	$	17,164		10.00	%	$	28,323		16.50	%
Tier 1 risk-based capital		43,570		25.39			6,865		4.00			10,298		6.00			33,272		19.39
Tier 1 leverage Capital		43,570		14.03			9,313		3.00			15,522		5.00			28,048		9.03

Capital Distributions. OCC regulations govern capital distributions by savings institutions, which include cash dividends, stock repurchases and other transactions charged to the capital account of a savings institution to make capital distributions. A savings institution must file an application for OCC approval of the capital distribution if (1) the total capital distributions for the applicable calendar year exceed the sum of the institution’s net income for that year to date plus the institution’s retained net income for the preceding two years, (2) the institution would not be at least adequately capitalized following the distribution, (3) the distribution would violate any applicable statute, regulation, agreement or OCC-imposed condition, or (4) the institution is not eligible for expedited treatment of its filings. If an application is not required to be filed, savings institutions must still file a notice with the OCC at least 30 days before the board of directors declares a dividend or approves a capital distribution if: (1) the institution would not be well-capitalized following the distribution; or (2) the proposed distribution would reduce the amount or retire any part of our common or preferred stock or retire any part of a debt instrument included in its regulatory capital.

If a savings institution, such as Bank of New Orleans, that is the subsidiary of a stock savings and loan holding company, has filed a notice with the FRB for a cash dividend and it is not required to file an application or notice with the OCC for any of the reasons described above, then the savings institution must provide an informational copy to the OCC of the notice filed with the FRB, at the same time that it is filed with the FRB.

During 2012, the Bank applied for, and was granted, permission from the OCC to pay a $6.0 million cash dividend from the Bank to the Company. This dividend will be used by the Company to implement capital management strategies including, but not limited to, stock repurchase programs.

Qualified Thrift Lender Test. All savings institutions are required to meet a qualified thrift lender, or QTL, test to avoid certain restrictions on their operations. A savings institution can comply with the QTL test by either qualifying as a domestic building and loan association as defined in the Internal Revenue Code or meeting the QTL test under the Home Owners’ Loan Act (“HOLA”).

Currently, the QTL test under HOLA requires that 65% of an institution’s “portfolio assets” (as defined) consist of certain housing and consumer-related assets on a monthly average basis in nine out of every 12 months. To be a qualified thrift lender under the IRS test, the savings institution must meet a “business operations test” and a “60 percent assets test,” each defined in the Internal Revenue Code.

If the savings institution fails to maintain its QTL status, the holding company’s activities are restricted. In addition, it must discontinue any non-permissible business, although the FRB may grant a grace period up to three years for good cause. Nonetheless, any company that controls a savings institution that is not a qualified thrift lender must register as a bank holding company within one year of the savings institution’s failure to meet the QTL test.

Statutory penalty provisions require an institution that fails to remain a QTL to either become a national bank or be prohibited from the following:

·	Making any new investments or engaging in any new activity not allowed for both a national bank and a savings association;

·	Establishing any new branch office unless allowable for a national bank; and

·	Paying dividends unless allowable for a national bank.

Three years from the date a savings association should have become or ceases to be a QTL, by failing to meet either QTL test, the institution must comply with the following restriction:

·	Dispose of any investment or not engage in any activity unless the investment or activity is allowed for both a national bank and a savings association.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act, a savings institution not in compliance with the QTL test also is prohibited from paying dividends and is subject to an enforcement action for violation of the Home Owners’ Loan Act, as amended. At December 31, 2012, Bank of New Orleans met the QTL test.

Limitations on Transactions with Affiliates. Transactions between savings institutions and any affiliate are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a savings institution includes any company or entity which controls the savings institution or that is controlled by a company that controls the savings institution. In a holding company context, the parent holding company of a savings institution (such as Louisiana Bancorp) and any companies which are controlled by such parent holding company are affiliates of the savings institution. Generally, Section 23A limits the extent to which the savings institution or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23B applies to “covered transactions” as well as certain other transactions and requires that all transactions be on terms substantially the same, or at least as favorable, to the savings institution as those provided to a non-affiliate. The term “covered transaction” includes the making of loans to, purchase of assets from and issuance of a guarantee to an affiliate and similar transactions. Section 23B transactions also include the provision of services and the sale of assets by a savings institution to an affiliate. In addition to the restrictions imposed by Sections 23A and 23B, a savings institution is prohibited from (i) making a loan or other extension of credit to an affiliate, except for any affiliate which engages only in certain activities which are permissible for bank holding companies, or (ii) purchasing or investing in any stocks, bonds, debentures, notes or similar obligations of any affiliate, except for affiliates which are subsidiaries of the savings institution.

In addition, Sections 22(g) and (h) of the Federal Reserve Act placed restrictions on loans to executive officers, directors and principal stockholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% stockholder of a savings institution, and certain affiliated interests of either, may not exceed, together with all other outstanding loans to such person and affiliated interests, the savings institution’s loans to one borrower limit (generally equal to 15% of the institution’s unimpaired capital and surplus). Section 22(h) also requires that loans to directors, executive officers and principal stockholders be made on terms substantially the same as offered in comparable transactions to other persons unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution. Section 22(h) also requires prior board approval for certain loans. In addition, the aggregate amount of extensions of credit by a savings institution to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers.

Anti-Money Laundering. All financial institutions, including savings associations, are subject to federal laws that are designed to prevent the use of the U.S. financial system to fund terrorist activities. Financial institutions operating in the United States must develop anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such compliance programs are intended to supplement compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations. Bank of New Orleans has established policies and procedures to ensure compliance with these provisions.

Federal Home Loan Bank System. Bank of New Orleans is a member of the Federal Home Loan Bank of Dallas, which is one of 12 regional Federal Home Loan Banks that administers the home financing credit function of savings institutions. Each Federal Home Loan Bank serves as a reserve or central bank for its members within its assigned region. It is funded primarily from proceeds derived from the sale of consolidated obligations of the Federal Home Loan Bank System. It makes loans to members (i.e., advances) in accordance with policies and procedures established by the Board of Directors of the Federal Home Loan Bank. At December 31, 2012, Bank of New Orleans had $37.5 million of Federal Home Loan Bank advances.

As a member, Bank of New Orleans is required to purchase and maintain stock in the Federal Home Loan Bank of Dallas in an amount equal to 0.04% of its total assets, plus an activity based component that is equal to 4.10% of the member institution’s outstanding advances. At December 31, 2012, Bank of New Orleans had $1.8 million in Federal Home Loan Bank stock, which was in compliance with this requirement.

The Federal Home Loan Banks are required to provide funds for the resolution of troubled savings institutions and to contribute to affordable housing programs through direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing projects. These contributions have adversely affected the level of Federal Home Loan Bank dividends paid in the past and could do so in the future. These contributions also could have an adverse effect on the value of Federal Home Loan Bank stock in the future.

Federal Reserve System. The Federal Reserve Board requires all depository institutions to maintain reserves against their transaction accounts (primarily NOW and Super NOW checking accounts) and non-personal time deposits. Because required reserves must be maintained in the form of vault cash or a noninterest-bearing account at a Federal Reserve Bank, the effect of this reserve requirement is to reduce an institution’s earning assets. At December 31, 2012, Bank of New Orleans met its reserve requirement.

TAXATION

Federal Taxation

General. Louisiana Bancorp and Bank of New Orleans are subject to federal income taxation in the same general manner as other corporations with some exceptions listed below. The following discussion of federal, state and local income taxation is only intended to summarize certain pertinent income tax matters and is not a comprehensive description of the applicable tax rules. Bank of New Orleans’ federal and state income tax returns for taxable years through December 31, 2008 have been closed for purposes of examination by the Internal Revenue Service. As a result, all tax returns through that date may no longer be audited by either tax authority.

Louisiana Bancorp will file consolidated federal income tax returns with Bank of New Orleans. Accordingly, it is anticipated that any cash distributions made by Louisiana Bancorp to its shareholders would be treated as cash dividends and not as a non-taxable return of capital to shareholders for federal and state tax purposes.

Method of Accounting. For federal income tax purposes, Louisiana Bancorp and Bank of New Orleans report income and expenses on the accrual method of accounting and use a December 31 tax year for filing its federal income tax return.

Bad Debt Reserves. The Small Business Job Protection Act of 1996 eliminated the use of the unique reserve method of accounting for bad debt reserves by savings associations, effective for taxable years beginning after 1995. Prior to that time, Bank of New Orleans was permitted to establish a reserve for bad debts and to make additions to the reserve. These additions could, within specified formula limits, be deducted in arriving at taxable income. As a result of the Small Business Job Protection Act of 1996, savings associations must use the same service method as banks in computing their bad debt deduction beginning with their 1996 federal tax return. In addition, federal legislation required the recapture over a six year period of the excess of tax bad debt reserves at December 31, 1995 over those established as of December 31, 1987.

Taxable Distributions and Recapture. Prior to the Small Business Job Protection Act of 1996, bad debt reserves created prior to January 1, 1988 were subject to recapture into taxable income if Bank of New Orleans failed to meet certain thrift asset and definitional tests. New federal legislation eliminated these savings association related recapture rules. However, under current law, pre-1988 reserves remain subject to recapture should Bank of New Orleans make certain non-dividend distributions or cease to maintain a bank charter.

At December 31, 2012, the total federal pre-1988 reserve was approximately $1.5 million. The reserve reflects the cumulative effects of federal tax deductions by Bank of New Orleans for which no federal income tax provisions have been made.

Alternative Minimum Tax. The Internal Revenue Code imposes an alternative minimum tax at a rate of 20% on a base of regular taxable income plus certain tax preferences. The alternative minimum tax is payable to the extent such alternative minimum tax income is in excess of the regular income tax. Net operating losses, of which Bank of New Orleans has none, can offset no more than 90% of alternative minimum taxable income. Certain payments of alternative minimum tax may be used as credits against regular tax liabilities in future years. Bank of New Orleans has not been subject to the alternative minimum tax or any such amounts available as credits for carryover.

Net Operating Loss Carryovers. For net operating losses in years beginning after August 5, 1997, net operating losses can be carried back to the two years preceding the loss year and forward to the 20 years following the loss year. At December 31, 2012, Bank of New Orleans had no net operating loss carry forwards for federal income tax purposes.

Corporate Dividends-Received Deduction. Louisiana Bancorp is able to exclude from its income 100% of dividends received from Bank of New Orleans as a member of the same affiliated group of corporations. The corporate dividends received deduction is 80% in the case of dividends received from corporations which a corporate recipient owns less than 80%, but at least 20% of the distribution corporation. Corporations which own less than 20% of the stock of a corporation distributing a dividend may deduct only 70% of dividends received.

State Taxation

Louisiana Bancorp is subject to the Louisiana Corporation Income Tax based on our Louisiana taxable income. The Corporation Income Tax applies at graduated rates from 4% upon the first $25,000 of Louisiana taxable income to 8% on all Louisiana taxable income in excess of $200,000. For these purposes, “Louisiana taxable income” means net income which is earned by us within or derived from sources within the State of Louisiana, after adjustments permitted under Louisiana law, including a federal income tax deduction. In addition, Bank of New Orleans will be subject to the Louisiana Shares Tax which is imposed on the assessed value of a company’s stock. The formula for deriving the assessed value is to calculate 15% of the sum of:

(a)

20% of our capitalized earnings, plus

(b)

80% of our taxable stockholders’ equity, minus

(c)

50% of our real and personal property assessment.

Various items may also be subtracted in calculating a company’s capitalized earnings. For the fiscal year 2012, the Company’s Louisiana Shares Tax expense was $218,000.

Item 1A. Risk Factors.

In analyzing whether to make or to continue an investment in our securities, investors should consider, among other factors, the following risk factors.

There are increased risks involved with commercial real estate lending activities.

Our lending activities include loans secured by commercial real estate and multi-family residential mortgage loans. Commercial real estate and multi-family residential lending generally is considered to involve a higher degree of risk than single-family residential lending due to a variety of factors, including generally larger loan balances, the dependency on successful completion or operation of the project for repayment, the difficulties in estimating construction costs and loan terms which often do not require full amortization of the loan over its term and, instead, provide for a balloon payment at stated maturity. As a result of the larger loan balances typically involved in these loans, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. As of December 31, 2012, our 10 largest commercial real estate, multi-family residential and land loans had an aggregate outstanding balance of $21.5 million, or 26.7% of total commercial real estate, multi-family residential and land loans and 10.0% of our total loan portfolio at such date. In addition, our portfolio of these loans is significantly weighted with loans which have been originated relatively recently and are not well seasoned, and thus, are generally perceived to be more susceptible to adverse economic conditions than older loans.

The loss of our Executive Officers could hurt our operations.

We rely heavily on our executive officers. The loss of any of these executive officers could have an adverse effect on us. Mr. LeBon is central to virtually all aspects of our business operations and management. Mr. LeBlanc is critical to our financial reporting function, and he also works closely with Mr. LeBon on virtually all other aspects of our operations. Ms. Callia is critical to our loan origination function. In addition, as a small community bank, we have fewer management-level personnel who are in position to succeed and assume the responsibilities of any of our executive officers. However, we have entered into employment agreements with Messrs. LeBon and LeBlanc and Ms. Callia.

Our business is geographically concentrated in southern Louisiana, which makes us vulnerable to downturns in the local economy.

Most of our loans are to individuals and businesses located generally in southern Louisiana and, more particularly, metropolitan New Orleans. Regional economic conditions affect the demand for our products and services as well as the ability of our customers to repay loans. The concentration of our business operations in southern Louisiana makes us vulnerable to downturns in the local economy. Declines in local real estate values could adversely affect the value of property used as collateral for the loans we make. The region is susceptible to hurricanes and tropical storms. Any new hurricanes or storms could severely test the infrastructure of the markets we operate in, negatively affect the local economy or disrupt our operations, which would have an adverse effect on our business and results of operations.

Changes in interest rates could have a material adverse effect on our operations.

The operations of financial institutions such as us are dependent to a large extent on net interest income, which is the difference between the interest income earned on interest-earning assets such as loans and investment securities and the interest expense paid on interest-bearing liabilities such as deposits and borrowings. Changes in the general level of interest rates can affect our net interest income by affecting the difference between the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our interest-bearing liabilities, or interest rate spread, and the average life of our interest-earning assets and interest-bearing liabilities. Our net interest spread was 2.85% for the year ended December 31, 2012. Changes in interest rates can affect our ability to originate loans; the value of our interest-earning assets and our ability to realize gains from the sale of such assets; our ability to obtain and retain deposits in competition with other available investment alternatives; and the ability of our borrowers to repay adjustable or variable rate loans. Interest rates are highly sensitive to many factors, including governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control.

Our results of operations are significantly dependent on economic conditions and related uncertainties.

The operations of savings associations are affected, directly and indirectly, by domestic and international economic and political conditions and by governmental monetary and fiscal policies. Conditions such as inflation, recession, unemployment, volatile interest rates, real estate values, government monetary policy, international conflicts, the actions of terrorists and other factors beyond our control may adversely affect our results of operations. Changes in interest rates, in particular, could adversely affect our net interest income and have a number of other adverse effects on our operations. Adverse economic conditions also could result in an increase in loan delinquencies, foreclosures and nonperforming assets and a decrease in the value of the property or other collateral which secures our loans, all of which could adversely affect our results of operations. We are particularly sensitive to changes in economic conditions and related uncertainties in the metropolitan New Orleans area because we derive the vast majority of our loans, deposits and other business from this area. Accordingly, we remain subject to the risks associated with prolonged declines in our local economy.

Our allowance for losses on loans may not be adequate to cover probable losses.

We have established an allowance for loan losses which we believe is adequate to offset probable losses on our existing loans. There can be no assurance that any future declines in real estate market conditions, general economic conditions or changes in regulatory policies will not require us to increase our allowance for loan losses, which would adversely affect our results of operations.

We face strong competition which may adversely affect our profitability.

We are subject to vigorous competition in all aspects and areas of our business from banks and other financial institutions, including savings and loan associations, savings banks, finance companies, credit unions and other providers of financial services, such as money market mutual funds, brokerage firms, consumer finance companies and insurance companies. We also compete with non-financial institutions, including retail stores that maintain their own credit programs and governmental agencies that make available low cost or guaranteed loans to certain borrowers. Certain of our competitors are larger financial institutions with substantially greater resources, lending limits, larger branch systems and a wider array of commercial banking services. Competition from both bank and non-bank organizations will continue.

We Operate In a Highly Regulated Environment and We May Be Adversely Affected By Changes in Laws and Regulations

We are subject to extensive regulation, supervision and examination by the FRB and the OCC, our primary federal regulators, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of our common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

Historically low interest rates may adversely affect our net interest income and profitability

The Federal Reserve Board has continued its efforts to maintain interest rates at historically low levels through its targeted federal funds rate and the purchase of mortgage-backed securities. As a result, market rates on the loans we have originated and the yields on securities we have purchased have been at lower levels than were generally available prior to 2008. As a general matter, our interest-bearing liabilities reprice or mature more quickly than our interest-earning assets, which has been a contributing factor to increases in net interest income in the short term. Our ability to further lower our interest expense is limited as these interest rate levels already are at very low levels, while the average yield on our interest-earning assets may continue to decrease. The Federal Reserve Board has indicated its intention to maintain low interest rates in the future. Accordingly, our net interest income (the difference between interest income earned on assets and interest expense paid on liabilities) may decrease, which may have an adverse affect on our profitability.

Legislative or regulatory responses to perceived financial and market problems could impair our rights against borrowers

Current and future proposals made by members of Congress would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans, and may limit the ability of lenders to foreclose on mortgage collateral. If proposals such as these, or other proposals limiting the Bank’s rights as creditor, were to be implemented, we could experience increased credit losses on our loans and mortgage-backed securities or increased expense in pursuing our remedies as a creditor.

Government responses to economic conditions may adversely affect our operations, financial condition and earnings

The Dodd-Frank Wall Street Reform and Consumer Protection Act has changed the bank regulatory framework, created an independent consumer protection bureau that has assumed the consumer protection responsibilities of the various federal banking agencies, and established more stringent capital as standards for banks and bank holding companies. Bank regulatory agencies also have been responding aggressively to concerns and adverse trends identified in examinations. Ongoing uncertainty and adverse developments in the financial services industry and the domestic and international credit markets, and the effect of the Dodd-Frank Act and regulatory actions, may adversely affect our operations by restricting our business activities, including our ability to originate or sell loans, modify loan terms or foreclose on property securing loans. These risks could affect the performance and value of our loan and investment securities portfolios, which also would negatively affect our financial performance.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

As of December 31, 2012, we conducted business from our main office and three full-service banking offices. The following table sets forth the net book value of the land, building and leasehold improvements and certain other information with respect to the our offices at December 31, 2012. We maintain automated teller machines (“ATMs”) at each of our branch offices.

Description/Address	Leased/Owned	Date of Lease Expiration	Net Book Value of Property		Amount of Deposits
Main Office:			(Dollars In Thousands)
1600 Veterans Boulevard Metairie, Louisiana 70005	Owned	n/a	$	1,103	$	124,326	(1)
Branch Offices:
4401 Transcontinental Drive Metairie, Louisiana 70006	Owned(2)	3/31/2016		151		41,293
5435 Magazine Street New Orleans, Louisiana 70115	Owned	n/a		221		27,226
1000 South Tyler Street Covington, Louisiana 70433	Owned(3)	n/a		683		3,361
Total			$	2,158	$	196,206

(1)	All IRA deposits are assigned to the Main office.

(2)	The branch site is located on three lots. The Bank owns two of the lots. The third lot (parking lot) is leased.

(3)	This branch was purchased in January 2012 and placed in service in May 2012.

Item 3. Legal Proceedings.

We are not presently involved in any legal proceedings of a material nature. From time to time, we are a party to legal proceedings incidental to our business to enforce our security interest in collateral pledged to secure loans made by Bank of New Orleans.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Louisiana Bancorp, Inc.’s common stock is listed on the NASDAQ Global Market under the symbol “LABC”. The common stock was issued at a price of $10.00 per share in connection with the Company’s initial public offering and the Bank’s conversion from mutual to stock form. The common stock commenced trading on the NASDAQ Stock Market on July 10, 2007. As of the close of business on December 31, 2012, there were 3,017,411 shares of common stock outstanding, held by approximately 239 stockholders of record, not including the number of persons or entities whose stock is held in nominee or “street” name through various brokerage firms and banks.

The following table sets forth the high and low prices of the Company’s common stock as reported by the Nasdaq Stock Market and cash dividends declared per share for the periods indicated.

For The Quarter Ended	High		Low		Cash Dividends Declared
December 31, 2012	$	16.97		16.06	$	--
September 30, 2012		17.25		15.76		--
June 30, 2012		16.20		15.55		--
March 31, 2012		16.20		15.55		--
December 31, 2011		16.38		14.75		--
September 30, 2011		16.66		15.26		--
June 30, 2011		16.50		15.00		--
March 31, 2011		15.00		14.50		--

The Company did not sell any of its equity securities during 2012 that were not registered under the Securities Act of 1933. For information regarding the Company’s equity compensation plans, see Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

(b) Not applicable.

(c) The Company’s repurchases of its common stock made during the quarter ended December 31, 2012 are set forth in the table below:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)(2)
October 1, 2012 – October 31, 2012		200	$	16.57		200		47,152
November 1, 2012 – November 30, 2012		5,792		16.37		5,792		41,360
December 1, 2012 – December 31, 2012		48,998		16.72		48,998		142,362
Total		54,990	$	16.68		54,990

(1)	On May 29, 2012, the Company announced a stock repurchase program to acquire 5%, or 155,205 shares of its common stock over a six month period. The repurchase program was completed in December 2012.

(2)	On December 7, 2012, the Company announced a stock repurchase program to acquire 150,000 shares of its common stock over a six month period. As of December 31, 2012, there were 142,362 shares remaining to be purchased under this program.

Item 6. Selected Financial Data.

Set forth below is selected financial and other data of Louisiana Bancorp, Inc. You should read the financial statements and related notes contained in Item 8 hereof which provide more detailed information.

	At December 31,
	2012		2011		2010		2009		2008
	(Dollars in thousands)
Selected Financial and Other Data:
Total assets	$	311,862	$	313,128	$	320,875	$	329,779	$	327,449
Cash and cash equivalents		10,646		27,589		6,610		4,735		4,974
Investment securities:
Available-for-sale		6,384		12,394		47,106		35,445		25,932
Held-to-maturity		--		--		1,354		4,352		6,107
Mortgage-backed securities & CMOs:
Available-for-sale		5,755		10,356		15,383		27,079		54,159
Held-to-maturity		67,454		59,581		62,185		90,194		117,322
Loans receivable, net		213,159		195,632		179,110		158,446		111,236
Deposits		196,206		194,326		188,362		188,622		160,589
Borrowings		53,454		57,113		68,248		63,810		76,660
Shareholders’ equity		56,706		57,520		60,278		73,348		85,727
Banking offices		4		3		4		4		5

	For the Year Ended December 31,
	2012			2011			2010			2009			2008

	(Dollars in thousands, except per share data)
Selected Operating Data:
Total interest income	$	14,146		$	14,902		$	16,140		$	16,832		$	15,837
Total interest expense		4,196			5,138			5,864			6,277			5,963
Net interest income		9,950			9,764			10,276			10,555			9,874
Provision (recovery) for loan losses		246			53			269			337			(43	)
Net interest income after provision (recovery) for loan losses		9,704			9,711			10,007			10,218			9,917
Total non-interest income		2,148			1,087			990			836			526
Total non-interest expense		8,003			7,525			7,272			7,090			6,402
Income before income taxes		3,849			3,273			3,725			3,964			4,041
Income taxes		1,342			1,156			1,167			1,430			1,297
Net income	$	2,507		$	2,117		$	2,558		$	2,534		$	2,744
Earnings per share (basic)	$	0.95		$	0.73		$	0.71		$	0.54		$	0.49
Earnings per share (diluted)	$	0.90		$	0.70		$	0.69		$	0.54		$	0.49

Selected Operating Ratios(1):
Average yield on interest-earning assets		4.56	%		4.78	%		5.07	%		5.30	%		5.53	%
Average rate on interest-bearing liabilities		1.71			2.09			2.37			2.68			3.04
Average interest rate spread(2)		2.85			2.69			2.70			2.62			2.50
Net interest margin(2)		3.21			3.14			3.23			3.32			3.43
Average interest-earning assets to average interest-bearing liabilities		126.67			126.66			128.83			135.63			145.81
Net interest income after provision for loan losses to non-interest expense		121.25			129.05			137.61			144.12			154.90
Total non-interest expense to average assets		2.52			2.36			2.23			2.18			2.19
Efficiency ratio(3)		66.15			69.35			64.55			62.24			61.56
Return on average assets		0.79			0.66			0.78			0.78			0.94
Return on average equity		4.42			3.59			3.78			3.16			3.09
Average equity to average assets		17.85	%		18.48	%		20.72	%		24.71	%		30.27	%

(Footnotes on next page)

	At or For the Year Ended December 31,
	2012			2011			2010			2009			2008
Asset Quality Ratios(4):
Non-performing loans as a percent of total loans receivable(5)		0.68	%		0.54	%		0.51	%		0.63	%		0.47	%
Non-performing assets as a percent of total assets(5)		0.67			0.51			0.81			0.78			0.16
Non-performing assets and troubled debt restructurings as a percent of total assets(6)		0.67			0.51			0.81			0.78			0.16
Allowance for loan losses as a percent of non-performing loans		132.02			168.06			193.72			165.60			375.38
Allowance for loan losses as a percent of total loans		0.89			0.91			0.98			1.04			1.72
Net charge-offs to average loans receivable		0.06			--			0.10			0.47			--

Capital Ratios(4):
Tier 1 leverage ratio		14.03			15.00			16.02			18.20			18.35
Tier 1 risk-based capital ratio		25.39			29.32			33.68			40.55			47.99
Total risk-based capital ratio		26.50	%		30.38	%		34.70	%		41.47	%		49.24	%

_____________________

(1)	With the exception of end of period ratios, all ratios are based on average monthly balances during the indicated periods.

(2)	Average interest rate spread represents the difference between the average yield on interest-earning assets and the average rate paid on interest-bearing liabilities, and net interest margin represents net interest income as a percentage of average interest-earning assets.

(3)	The efficiency ratio represents the ratio of non-interest expense divided by the sum of net interest income and non-interest income.

(4)	Asset quality ratios and capital ratios are end of period ratios, except for net charge-offs to average loans receivable. Capital ratios are for the Bank only.

(5)	Non-performing assets consist of non-performing loans and other real estate owned. Non-performing loans consist of all loans 90 days or more past due. It is our policy to cease accruing interest on all loans 90 days or more past due.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Louisiana Bancorp, Inc. is a Louisiana corporation that became the holding company for Bank of New Orleans in connection with the conversion of the Bank in July 2007 from a federally chartered mutual savings bank to a federally chartered stock savings bank. Bank of New Orleans is a community oriented savings bank headquartered in Metairie, Louisiana. We currently operate four banking offices in Jefferson, Orleans and St. Tammany Parishes. Our St. Tammany branch office was purchased from a regional commercial bank in January 2012. This purchase consisted of the property, improvements, and fixed assets, but did not include any deposits or loans. The Bank opened this office in the second quarter of 2012. Our primary business consists of attracting deposits from the general public and using those funds together with funds we borrow to originate loans to our customers and invest in mortgage-backed and other securities. At December 31, 2012, we had total assets of $311.9 million, including $213.2 million in net loans and $79.6 million of mortgage-backed and other investment securities, total deposits of $196.2 million and shareholders’ equity of $56.7 million.

Historically, we have operated as a traditional thrift relying primarily on long-term, fixed rate single-family residential mortgage loans to generate interest income. During 2012, 2011 and 2010, our originations of single-family residential mortgage loans totaled $85.1 million, $59.2 million, and $59.0 million, respectively. Our originations in the past three years have been reliant upon refinancing activity associated with low mortgage rates, and to a lesser extent, the continued repopulation of our market area following Hurricane Katrina.

In order to serve the financial needs of our business community, the Bank offers mortgage products secured by multi-family residential properties, commercial real estate and land. In the aggregate, our originations of these types of loans were $21.9 million, $25.2 million, and $17.3 million, respectively, for the periods ended December 31, 2012, 2011 and 2010. Multi-family residential, commercial real estate and land loans generate higher levels of interest income than single-family residential loans, but are subject to higher levels of risk.

As of December 31, 2012, we had ten loans with an aggregate principal balance of $201,000 that were 30 to 89 days delinquent, compared to eight loans with an aggregate principal balance of $588,000 at December 31, 2011. We anticipate that the current economic conditions may lead to additional job losses in our market area in the next twelve months, and will likely create additional delinquencies. Our non-performing loans were $1.5 million, $1.1 million and $908,000, respectively, at December 31, 2012, 2011 and 2010. Total real estate owned was $632,000, $532,000 and $1.7 million, respectively, at December 31, 2012, 2011 and 2010. At December 31, 2012, real estate owned was comprised of a restaurant in Baton Rouge, Louisiana with a fair value of $250,000 and our 0.6% participation interest in a $170 million mixed-use property development in Baton Rouge, Louisiana having a fair value of $382,000. Total non-performing assets were $2.1 million, $1.6 million and $2.6 million, respectively, at December 31, 2012, 2011 and 2010.

Our total mortgage-backed securities and investment securities portfolio was $79.6 million, or 25.5% of our total assets at December 31, 2012. These securities are comprised of US agency issued obligations and do not include “private label” securities. Our mortgage-backed securities are collateralized by conventional mortgage loans and do not include “Alt-A”, “sub-prime”, or other non-conforming collateral. The market value of our securities may decline in the future due to an increase in the level of interest rates. However, our securities are generally purchased as long-term investments, therefore changes in market value during the holding period due to fluctuations in interest rates is expected. We do not purchase securities for speculative or trading purposes.

Our total deposits were $196.2 million and $194.3 million at December 31, 2012 and 2011, respectively. Management anticipates that the FDIC’s permanent increase in their maximum deposit insurance coverage to $250,000, and our efforts to grow corresponding deposits relationships with our new loan customers, will lead to future growth in our deposit base.

Our total equity capital at December 31, 2012 was $56.7 million. Our average equity to average assets ratio was 17.9% for the year ended December 31, 2012. The Bank’s capital ratios exceed all regulatory guidelines, and the Bank was deemed to be “well-capitalized” as of December 31, 2012.

Our results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on our loan and investment portfolios and interest expense on deposits and borrowings. Our net interest income is largely determined by our net interest spread, which is the difference between the average yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities, and the relative amounts of interest-earning assets and interest-bearing liabilities. Results of operations are also affected by our provisions for loan losses, fee income and other non-interest income and non-interest expense. Non-interest expense principally consists of compensation and employee benefits, office occupancy and equipment expense, data processing, advertising and business promotion and other expense. In addition, our salaries and benefits expense have increased in recent years due to the stock benefit plans that we implemented following the Bank’s conversion to the stock form. For the years ended December 31, 2012, 2011 and 2010, the cost of our Employee Stock Ownership Plan was $410,000, $392,000, and $371,000, respectively. Compensation expense related to our 2007 Stock Option Plan and Recognition and Retention Plan were $764,000, $765,000 and $741,000, during 2012, 2011 and 2010, respectively. The initial grants under our 2007 Stock option Plan and 2007 Recognition and Retention Plan, which constituted the substantial bulk of all grants made under such plans, became fully vested in February 2013. As a result, our expense related to these stock benefit plans will be substantially lower in 2013 than they were in 2012. Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact our financial conditions and results of operations.

Business Strategy

Our business strategy is focused on operating a growing and profitable community-oriented financial institution. Below are certain highlights of our business strategy:

Growing Our Loan Portfolio. We intend to grow our loan portfolio by increasing our originations of residential and commercial mortgage loans through referrals from our branch network and existing customers, increased use of media advertising, and recruiting highly qualified, experienced loan originators. We may consider the purchase of additional participation interests in loans that meet our underwriting standards. In addition to facilitating loan growth, such purchases may lessen the geographic concentration of our loans.

Expanding our Market Area. We intend to pursue opportunities to expand our market area by opening additional banking offices, including loan production offices. In January of 2012, the Bank purchased a former branch office of a regional commercial bank in St. Tammany Parish. The acquisition price did not include customer deposits or loans. The Bank opened this facility in the second quarter of 2012.

Maintaining Asset Quality. Despite the negative effects of Hurricane Katrina, and more recently, the national recession, we remain committed to our prudent and conservative underwriting practices, and we intend to vigorously review our portfolio for potential problem assets in order to mitigate potential losses. Our ratio of non-performing assets to total assets was 0.67% at December 31, 2012 and 0.51% at December 31, 2011.

Continuing to Provide Exceptional Customer Service. As a community oriented savings bank, we take pride in providing exceptional customer service as a means to attract and retain customers. We deliver personalized service to our customers that distinguishes us from the large regional banks operating in our market area. Our management team has strong ties to, and deep roots in, the community. We believe that we know our customers’ banking needs and can respond quickly to address them.

The information contained in this section should be read in conjunction with our financial statements and the accompanying notes to the financial statements and other sections contained in this report.

Critical Accounting Policies

In reviewing and understanding financial information for Louisiana Bancorp, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our financial statements, which are included in Item 8 of this Annual Report on Form 10-K. The accounting and financial reporting policies of Louisiana Bancorp conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan loss have not required significant adjustments from management’s initial estimates. In addition, the OCC, as an integral part of its examination processes, periodically reviews our allowance for loan losses. The OCC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

Income Taxes. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results, recent cumulative losses and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

How We Manage Market Risk

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises primarily from the interest rate risk which is inherent in our lending and deposit taking activities. To that end, management actively monitors and manages interest rate risk exposure. In addition to market risk, our primary risk is credit risk on our loan portfolio. We attempt to manage credit risk through our loan underwriting and oversight policies.

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread. We monitor interest rate risk as such risk relates to our operating strategies. We have established an Asset Liability Committee (“ALCO”)/Investment Committee, which is comprised of our President and Chief Executive Officer, Chief Financial Officer, Controller and two outside directors, and which is responsible for reviewing our asset/liability and investment policies and interest rate risk position. The ALCO/Investment Committee meets on a regular basis. The extent of the movement of interest rates is an uncertainty that could have a negative impact on future earnings.

In recent years, we primarily have utilized the following strategies in our efforts to manage interest rate risk:

·	we have increased our originations of shorter term loans particularly multi-family residential, commercial real estate and land loans;

·	we have attempted to match fund a portion of our loan portfolio with borrowings having similar expected lives;

·	we generally sell long-term (30-year) fixed-rate mortgage loans which had been classified as held-for-sale;

·	we have attempted, where possible, to extend the maturities of our deposits and borrowings; and

·	we have invested in securities with relatively short anticipated lives, generally three to five years, and we hold significant amounts of liquid assets.

Gap Analysis. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a bank’s interest rate sensitivity “gap.” An asset and liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income while a positive gap would tend to result in an increase in net interest income. Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income. Our one-year cumulative gap was a positive 1.99% at December 31, 2012.

The following table sets forth the amounts of the Bank’s interest-earning assets and interest-bearing liabilities outstanding at December 31, 2012, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”). Except as stated below, the amount of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability. The table sets forth an approximation of the projected repricing of assets and liabilities of the Bank at December 31, 2012, on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans.

	3 Months or Less			More than 3 Months to 6 Months			More than 6 Months to 1 Year			More than 1 Year to 3 Years			More than 3 Years to 5 Years			More than 5 Years			Total Amount
	(Dollars in Thousands)
Interest-earning assets(1):
Loans receivable(2)	$	38,641		$	11,523		$	20,645		$	64,228		$	47,668		$	32,524		$	215,229
Investment securities		(6	)		(6	)		3,989			1,994			--			156			6,127
Mortgage-backed securities		6,373			7,183			13,132			23,190			12,073			10,681			72,632
Other interest-earning assets		10,355			200			--			199			--			--			10,754
Total interest-earning assets		55,363			18,900			37,766			89,611			59,741			43,361			304,742
Interest-bearing liabilities:
Passbook accounts	$	183		$	--		$	--		$	--		$	--		$	24,349		$	24,532
Checking accounts		--			--			--			--			--			20,645			20,645
Money market accounts		9,327			--			--			--			--			--			9,327
Certificate accounts		44,405			17,056			14,572			35,228			16,119			--			127,380
Borrowings		11,328			7,003			1,974			7,950			17,589			11,981			57,825
Total interest-bearing Liabilities		65,243			24,059			16,546			43,178			33,708			56,975			239,709

Interest-earning assets less interest-bearing liabilities	$	(9,880	)	$	(5,159	)	$	21,220		$	46,433		$	26,033		$	(13,614	)	$	65,033

Cumulative interest-rate sensitivity gap(3)	$	(9,880	)	$	(15,039	)	$	6,181		$	52,614		$	78,647		$	65,033

Cumulative interest-rate gap as a percentage of total assets at December 31, 2012		(3.18	%)		(4.84	%)		1.99	%		16.93	%		25.30	%		20.92	%

Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities at December 31, 2012		84.86	%		83.16	%		105.84	%		135.31	%		143.04	%		127.13	%

_____________________

(1)	Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.

(2)	For purposes of the gap analysis, loans receivable includes non-performing loans gross of the allowance for loan losses, undisbursed loan funds, unamortized discounts and deferred loan fees.

(3)	Interest-rate sensitivity gap represents the difference between net interest-earning assets and interest-bearing liabilities.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table. Finally, the ability of many borrowers to service their adjustable-rate loans may decrease in the event of an interest rate increase.

Economic Value of Equity and Net Interest Income Analysis. Our interest rate sensitivity also is monitored by management through the use of models which generate estimates of the change in the economic value of its net portfolio equity (“EVE”) and net interest income (“NII”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The EVE ratio, under any interest rate scenario, is defined as the EVE in that scenario divided by the market value of assets in the same scenario. We prepare these models in collaboration with a third party Asset/Liability Management consultant, and present them to the Board of Directors on a quarterly basis. The following table sets forth the EVE as of December 31, 2012, which reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.

Change in Interest Rates In Basis Points	Economic Value of Equity								NPV as % of Portfolio Value of Assets
(Rate Shock)	Amount		$ Change			% Change			NPV Ratio			Change
	(Dollars in Thousands)
300bp	$	44,597	$	(3,448	)		(7.2	)%		14.95	%		0.04	%
200		46,785		(1,260	)		(2.6	)		15.25			0.34
100		48,503		458			1.0			15.38			0.47
Static		48,045		--			--			14.91			--
(100)		44,482		(3,563	)		(7.4	)		13.67			(1.24	)

In addition to modeling changes in NPV, we also analyze potential changes to NII for a twelve-month period under rising and falling interest rate scenarios. The following table shows the results of our NII model as of December 31, 2012.

Change in Interest Rates in Basis Points (Rate Shock)	Net Interest Income	$ Change	% Change
(Dollars in Thousands)

200bp	$9,604	$(58)	(0.61)%
Static	9,662	--	--
(100)	9,616	(46)	(0.48)

The above table indicates that as of December 31, 2012, in the event of an immediate and sustained 200 basis point increases in interest rates, our net interest income for the 12 months ending December 31, 2013 would be expected to decrease by $58,000, or 0.61%, to $9.6 million.

As is the case with the GAP Table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and NII require the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities. Accordingly, although the NPV measurements and net interest income models provide an indication of interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.

	Year Ended December 31,
	2012							2011							2010
	Average Balance		Interest		Average Yield/ Rate(1)			Average Balance		Interest		Average Yield/ Rate			Average Balance		Interest		Average Yield/ Rate
	(Dollars in Thousands)
Interest-earning assets:
Loans receivable(1)	$	210,227	$	11,158		5.31	%	$	187,709	$	10,972		5.85	%	$	170,485	$	10,386		6.09	%
Mortgage-backed securities		84,543		2,816		3.33			68,465		3,203		4.68			97,732		4,897		5.01
Investment securities		6,845		151		2.21			43,735		694		1.59			39,978		817		2.04
Other interest-earning assets		8,426		21		0.25			11,534		33		0.29			10,084		40		0.40
Total interest-earning assets		310,041		14,146		4.56	%		311,443		14,902		4.78	%		318,279		16,140		5.07	%
Non-interest-earning assets		7,832							7,662							8,016
Total assets	$	317,873						$	319,105						$	326,295
Interest-bearing liabilities:
Passbook, checking and money market accounts		51,285		120		0.23			46,634		140		0.30			43,400		162		0.37
Certificate accounts		131,734		1,951		1.48			135,030		2,506		1.86			135,599		3,032		2.24
Total deposits		183,019		2,071		1.13			181,664		2,646		1.46			178,999		3,194		1.78
Borrowings		61,745		2,125		3.44			64,230		2,492		3.88			68,057		2,670		3.92
Total interest-bearing liabilities		244,764		4,196		1.71	%		245,894		5,138		2.09	%		247,056		5,864		2.37	%
Non-interest-bearing liabilities		16,362							14,228							11,618
Total liabilities		261,126							260,122							258,674
Stockholders’ Equity		56,747							58,983							67,621
Total liabilities and Stockholders’ Equity	$	317,873						$	319,105						$	326,295
Net interest-earning assets	$	65,277						$	65,549						$	71,223
Net interest income; average interest rate spread			$	9,950		2.85	%			$	9,764		2.69	%			$	10,276		2.70	%
Net interest margin(2)						3.21	%						3.14	%						3.23	%
Average interest-earning assets to average interest-bearing liabilities						126.67	%						126.66	%						128.83	%

_____________________

(1)	Includes nonaccrual loans during the respective periods. Calculated net of deferred fees and discounts and allowance for loan losses.

(2)	Equals net interest income divided by average interest-earning assets.

Rate/Volume Analysis. The following table shows the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities affected our interest income and expense during the periods indicated. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (1) changes in rate, which is the change in rate multiplied by prior year volume, and (2) changes in volume, which is the change in volume multiplied by prior year rate. The combined effect of changes in both rate and volume has been allocated proportionately to the change due to rate and the change due to volume.

	2012 vs. 2011									2011 vs. 2010
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Rate			Volume			Total Increase (Decrease)			Rate			Volume			Total Increase (Decrease)
	(In Thousands)									(In Thousands)
Interest income:
Loans receivable	$	(1,130	)	$	1,316		$	186		$	(463	)	$	1,049		$	586
Mortgage-backed securities		(1,139	)		752			(387	)		(228	)		(1,466	)		(1,694	)
Investment securities		42			(585	)		(543	)		(200	)		77			(123	)
Other interest-earning assets		(3	)		(9	)		(12	)		(13	)		6			(7	)
Total interest income		(2,230	)		1,474			(756	)		(903	)		(335	)		( 1,238	)
Interest expense:
Passbook, NOW and money market accounts		(34	)		14			(20	)		(34	)		12			(22	)
Certificate accounts		(494	)		(61	)		(555	)		(513	)		(13	)		(526	)
Total deposits		(528	)		(47	)		(575	)		(547	)		(1	)		(548	)
Borrowings		(271	)		(96	)		(367	)		(28	)		(150	)		(178	)
Total interest expense		(799	)		(143	)		(942	)		(575	)		(151	)		(726	)
Decrease in net interest income	$	(1,431	)	$	1,617		$	186		$	(329	)	$	(183	)	$	(512	)

Comparison of Financial Condition at December 31, 2012 and December 31, 2011

Total assets were $311.9 million at December 31, 2012, a decrease of $1.3 million compared to December 31, 2011. During the twelve month period ended December 31, 2012, cash and cash equivalents decreased by $16.9 million to $10.6 million. At December 31, 2011, the Company’s cash position was higher than normal due to a timing difference between the cash flows provided from maturing investments and their reinvestment in January 2012. Total securities available-for-sale were $12.1 million at December 31, 2012, a decrease of $10.6 million compared to December 31, 2011. Total securities held-to-maturity increased by $7.9 million during the year, to $67.5 million, at December 31, 2012. This increase in securities held-to-maturity was primarily due to the purchase of $27.4 million in U.S. Agency issued CMOs and $4.0 million in U.S. Agency issued mortgage-backed securities. These purchases were partially offset by $23.3 million in repayments of principal on mortgage-backed securities and CMOs. Net loans receivable were $213.2 million at December 31, 2012, an increase of $17.5 million, or 9.0%, compared to December 31, 2011. During the year ended December 31, 2012, our first mortgage loans secured by single family residential loans increased by $1.8 million, our funded home equity loans and lines increased by $7.8 million, our loans secured by multifamily residential collateral increased by $3.1 million, and our first mortgage loans secured by commercial real estate increased by $6.3 million.

Total deposits were $196.2 million at December 31, 2012 compared to $194.3 million at December 31, 2011. Non-interest bearing deposits increased during the twelve month period by $4.6 million, to $14.3 million, and interest-bearing deposits decreased by $2.7 million, to $181.9 million. Total Federal Home Loan Bank advances and other borrowings were $53.5 million at December 31, 2012, a decrease of $3.7 million from December 31, 2011.

Total shareholders’ equity was $56.7 million at December 31, 2012, a decrease of $814,000 from December 31, 2011. During the twelve months ended December 31, 2012, the Company acquired 319,868 shares of its common stock at a total cost of $5.2 million pursuant to its repurchase plans. Additionally, the Company reissued 80,149 shares of treasury stock with an average cost basis of $1.1 million, following the exercise of stock options by several directors and a former employee. The resulting net effect of these transactions on our treasury stock during the year ended December 31, 2012 was an increase of $4.1 million. The increase in our treasury stock during 2012 was partially offset by net income of $2.5 million, and the release of 44,984 shares held by the Company’s Recognition and Retention Plan Trust, with a total cost basis of $567,000, which became vested and were released to plan participants during 2012. The Bank’s tier 1 leverage ratio was 14.03% at December 31, 2012 compared to 15.00% at December 31, 2011. This decrease in the Bank’s Tier 1 leverage ratio was primarily due to a $6.0 million dividend paid by the Bank to the Company during the fourth quarter of 2012. Tier 1 risk-based capital and total risk-based capital at the Bank level were 25.39% and 26.50%, respectively, at December 31, 2012, and 29.32% and 30.38%, respectively, at December 31, 2011.

Comparison of Operating Results for the Years Ended December 31, 2012 and December 31, 2011

During the twelve months ended December 31, 2012, net interest income was $10.0 million, an increase of $186,000 compared to the twelve months ended December 31, 2011. Interest income was $14.1 million and $14.9 million, respectively, for the annual periods ended December 31, 2012 and December 31, 2011. This decrease in interest income was due to a $1.4 million decrease in the average balance of our interest-earning assets, and a 22 basis point decrease in the average yield earned on interest-earning assets. Interest income on our loans receivable was $11.2 million for the year ended December 31, 2012 compared to $11.0 million for the year ended December 31, 2011. The average balance of our loans receivable increased by $22.5 million during the twelve months ended December 31, 2012 compared to the twelve months ended December 31, 2011. The benefit derived by this increase in the average balance of our loans was largely offset by a 54 basis point decrease in the average yield earned on our loans receivable. During 2012, the average balance of our mortgage-backed securities and CMOs increased by $16.1 million compared to 2011, while the average yield of our mortgage-backed securities and CMOs decreased by 135 basis points, resulting in a decrease in interest income of $387,000. The Company earned $151,000 on an average investment securities portfolio of $6.8 million during 2012 compared to $694,000 on an average investment securities portfolio $43.7 million during 2011.

Total interest expense for the year ended December 31, 2012 was $4.2 million, a decrease of $942,000 compared to the year ended December 31, 2011. Average interest-bearing liabilities were $244.8 million during 2012, compared to $245.9 million during 2011. The average cost of our interest-bearing liabilities was 1.71% for the twelve months ended December 31, 2012, compared to 2.09% for the twelve months ended December 31, 2011. The net interest rate spread between our interest-earning assets and interest-bearing liabilities was 2.85% for 2012, an increase of 16 basis points compared to 2011. Our net interest margin increased by seven basis points to 3.21% for the year ended December 31, 2012 compared to 3.14% for the year ended December 31, 2011.

For the years ended December 31, 2012 and December 31, 2011, our provisions for loan losses were $246,000 and $53,000, respectively. At December 31, 2012, total non-performing loans were $1.5 million, or 0.68% of total loans, and total non-performing assets were $2.1 million, or 0.67% of total assets. Stated as a percentage of total loans receivable, our allowance for loan losses was 0.89% and 0.91%, respectively, at December 31, 2012 and 2011.

For the years ended December 31, 2012 and 2011, total non-interest income was $2.1 million and $1.1 million, respectively. During 2012, customer service fees increased by $253,000, and gains on the sale of loans increased by $845,000 compared to the 2011 period. There were no securities sold during the year ended December 31, 2012, compared to the sale of $1.1 million in mortgage-backed securities which resulted in gains of $72,000 during the year ended December 31, 2011. Other non-interest income was $123,000 during 2012 and $88,000 during 2011.

Total non-interest expense for the year ended December 31, 2012 and 2011 was $8.0 million and $7.5 million, respectively. Salaries and employee benefits expense was $5.1 million and $4.6 million, respectively, for the twelve month periods ended December 31, 2012 and 2011. Occupancy expenses were $1.3 million and $1.1 million, and our Louisiana bank shares tax was $218,000 and $230,000 for the respective annual periods ended December 31, 2012 and 2011. Staffing and operating costs increased primarily as a result of the opening of the new full-service branch in the second quarter of 2012. As previously indicated, we expect our expense related to our 2007 Stock Option plan and 2007 Recognition and Retention Plan to be substantially less in 2013 as most of the awards granted under such plans became fully vested in February 2013. The Bank’s FDIC deposit insurance premiums were $152,000 for 2012, a decrease of $14,000 compared to 2011. The net cost of OREO operations during 2012 was $103,000, a $210,000 reduction compared to 2011. Total OREO charge-offs were $80,000 in 2012 compared to $279,000 in 2011. Advertising expenses increased by $98,000 during 2012 compared to 2011 due primarily to our marketing campaigns associated with our new branch opening and promotional efforts related to the development of our checking account products. Other non-interest expenses were $914,000 for 2012, a decrease of $10,000 compared to the 2011.

For the year ended December 31, 2012, the Company recorded income tax expense of $1.3 million, an increase of $186,000 from the year ended December 31, 2011. This increase in income tax expense was primarily due to an increase in pre-tax income of $576,000 between the respective annual periods.

Comparison of Operating Results for the Years Ended December 31, 2011 and December 31, 2010

For the year ended December 31, 2011, total interest income was $14.9 million, a decrease of $1.2 million compared to the year ended December 31, 2010. This decrease in interest income was due to a $6.8 million decrease in the average balance of our interest-earnings assets, and a 29 basis point decrease in the average yield on interest-earning assets. Interest income on our loans receivable was $11.0 million and $10.4 million, respectively, for the years ended December 31, 2011 and 2010. The average balance of our loans receivable increased by $17.2 million during 2011 compared to 2010. The benefit derived from this increase in the average balance of our loans was partially offset by a 24 basis point decrease in the average yield earned on our loans receivable. The increase in average balance and the decrease in average yield were attributed to above average residential mortgage refinancing activity resulting from an extended period of comparatively low interest rates. Interest income on our mortgage backed securities decreased $1.7 million, to $3.2 million, during the year ended December 31, 2011 compared to the year ended December 31, 2010, due primarily to a $29.3 million decrease in the average balance of our mortgage-backed securities. The Company earned $694,000 on an average investment securities portfolio of $43.7 million during 2011 compared to $817,000 on an average investment securities portfolio $40.0 million during 2010. During 2011, the average yield on our investment securities declined from 2.04% to 1.59%.

Total interest expense for the year ended December 31, 2011 was $5.1 million, a decrease of $726,000 compared to the year ended December 31, 2010. Average interest-bearing liabilities were $245.9 million during 2011, compared to $247.1 million during 2010. The average cost of our interest-bearing liabilities was 2.09% for 2011, compared to 2.37% for 2010. The net interest rate spread between our interest-earning assets and interest-bearing liabilities was 2.69% for year ended December 31, 2011, compared to 2.70% for the year ended December 31, 2010.

For the years ended December 31, 2011 and 2010 our provisions for loan losses were $53,000 and $269,000, respectively. Our net charge-offs to the allowance for loan losses were $7,000 in 2011 compared to $171,000 in 2010. Total non-performing loans were $1.1 million at December 31, 2011, an increase of $166,000 compared to December 31, 2010. Total non-performing assets were $1.6 million at December 31, 2011, compared to $2.6 million at December 31, 2010. Stated as a percentage of total loans receivable, our allowance for loan losses was 0.91% and 0.98% at December 31, 2011 and 2010, respectively.

For the years ended December 31, 2011 and 2010, total non-interest income was $1.1 million and $990,000, respectively. During 2011, the Company recorded a $102,000 increase in its customer service fees, and a $182,000 increase in the gain on the sale of loans. Gains on the sale of available-for-sale securities were $72,000 during 2011, and $204,000 during 2010. Other non-interest income was $88,000 during 2011 and $143,000 during 2010.

Total non-interest expense for the years ended December 31, 2011 and 2010 was $7.5 million and $7.3 million, respectively. Salaries and employee benefits expense and occupancy expenses were approximately the same for both annual periods, $4.6 million and $1.1 million, respectively. The net cost of OREO operations during 2011 was $313,000, an increase of $79,000 compared to 2010. Other non-interest expenses were $1.1 million for the year ended December 31, 2011, an increase of $109,000 compared to the year ended December 31, 2010. This increase in other year-to-date non-interest expense was due to increased costs associated with advertising, legal fees and expenses, and pre-foreclosure expenses.

For the years ended December 31, 2011, and 2010, the Company recorded income tax expense of $1.2 million. The Company’s effective tax rates for 2011 and 2010 were 35.3% and 31.3%, respectively.

Liquidity and Capital Resources

Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity. At December 31, 2012, our cash and cash equivalents amounted to $10.6 million. In addition, at such date our available for sale investment and mortgage-backed securities amounted to an aggregate of $12.1 million.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At December 31, 2012, we had certificates of deposit maturing within the next 12 months amounting to $76.0 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us. For the year ended December 31, 2012, the average balance of our outstanding FHLB advances and other borrowings was $61.7 million. At December 31, 2012, we had $37.5 million in outstanding FHLB advances and we had $123.8 million in additional FHLB advances available to us.

In addition to cash flow from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years we have utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist primarily of advances from the Federal Home Loan Bank of Dallas, of which we are a member. Under terms of the collateral agreement with the Federal Home Loan Bank, we pledge residential mortgage loans and mortgage-backed securities as well as our stock in the Federal Home Loan Bank as collateral for such advances. We also access funds through reverse repurchase agreements with commercial banks. These borrowings are typically used to fund purchases of mortgage-backed securities at terms more favorable than those available through the Federal Home Loan Bank. Our borrowings from reverse repurchase agreements amounted to $16.0 million at December 31, 2012. Furthermore, we have the ability to borrow from the Federal Reserve Bank discount window on an overnight or other short-term basis. Borrowings from the Federal Reserve discount window are typically collateralized U.S. government or agency issued investment or mortgage-backed securities.

Commitments

The following table summarizes our outstanding commitments to originate loans and to advance additional amounts pursuant to outstanding letters of credit, lines of credit and undisbursed construction loans at December 31, 2012.

			Amount of Commitment Expiration - Per Period
	Total Amounts Committed		To One Year		More Than One Year to Three Years		More than Three Years to Five Years		More Than Five Years
	(In Thousands)

Letters of credit	$	--	$	--	$	--	$	--	$	--
Lines of credit		16,565		1,465		938		1,594		12,568
Undisbursed portion of loans in process		--		--		--		--		--
Commitments to originate loans		15,203		12,964		1,902		337		--
Total commitments	$	31,768	$	14,429	$	2,840	$	1,931	$	12,568

Contractual Cash Obligations

The following table summarizes our contractual cash obligations at December 31, 2012.

			Payments Due By Period
	Total		To One Year		More Than One Year to Three Years		More than Three Years to Five Years		More Than Five Years
	(In Thousands)

Certificates of deposit	$	127,380	$	75,976	$	35,285	$	16,119	$	--
FHLB advances and other borrowings		53,454		19,726		7,004		17,795		8,929
Total long-term debt		180,834		95,702		42,289		33,914		8,929
Operating lease obligations		111		34		68		9		--
Total contractual obligations	$	180,945	$	95,736	$	42,357	$	33,923	$	8,929

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

Impact of Inflation and Changing Prices

The financial statements, accompanying notes, and related financial data of Louisiana Bancorp presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Most of our assets and liabilities are monetary in nature; therefore, the impact of interest rates has a greater impact on its performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Recent Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update (ASU) 2011-10, Derecognition of in Substance Real Estate – a Scope Clarification which relates to deconsolidation events. Under this amendment, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of the default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20, Property, Plant and Equipment - Real Estate Sales, to determine whether it should derecognize the in substance real estate. This guidance is effective for the fiscal year ending December 31, 2013 and is not expected to have a significant impact on the Company’s financial statements.

In December 2011, the FASB issued ASU No. 2011-11, Disclosures About Offsetting Assets and Liabilities, to provide enhanced disclosures in the financial statements about offsetting and netting arrangements. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. This guidance was issued to facilitate comparison between financial statements prepared on a U.S. GAAP and IFRS reporting. In January 2013, the FASB issued ASU No. 2013-01, Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities, which limits the scope of the new balance sheet offsetting disclosures to the following financial instruments, to the extent they are offset in the financial statements or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in the statement of financial position: (1) derivatives; (2) repurchase agreements and reverse repurchase agreements; and (3) securities borrowing and securities lending transactions. ASU No. 2013-01, which shares the same effective date as ASU No. 2011-11, is effective for interim and annual reporting periods beginning on or after January 1, 2013. As the provisions of ASU No. 2011-11 and ASU No. 2013-01 only impact the disclosure requirements related to the offsetting of assets and liabilities, the adoption is not expected to have a significant impact on the Company’s financial statements.

In February 2013, the FASB issued ASU 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, relating to the reporting of amounts reclassified out of accumulated other comprehensive income to improve the transparency of reporting these reclassifications. This guidance does not amend any existing requirements for reporting net income or other comprehensive income in the financial statements. The guidance requires an entity to disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current period other comprehensive income. The provisions of this guidance also requires that entities present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component accumulated other comprehensive income based on its source and the income statement line item affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, entities would instead cross reference to the related note to the financial statements for additional information. This guidance is effective for interim and annual reporting periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.

In February 2013, the FASB issued ASU No. 2013-03, Clarifying the Scope and Applicability of a Particular Disclosure to Nonpublic Entities, which clarifies that nonpublic entities that have total assets of $100 million or more or that have one or more derivative instruments would not qualify for exemption to disclose the fair value of financial instruments. It also clarifies that a nonpublic entity is not required to provide the level of the fair value hierarchy (Level 1, 2 or 3) for items disclosed at fair value but not measured at fair value in the statement of financial position. This guidance is effective immediately upon issuance and is not expected to have a significant impact on the Company’s financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The information contained in the section captioned “Management’s Discussion and Analysis of Financial Condition and Results of Operations – How We Manage Market Risk” in Item 7 hereof is incorporated herein by reference.

Item 8. Financial Statements and Supplementary Data

Contents



Report of Independent Registered Public Accounting Firm	58


Basic Financial Statements

Consolidated Balance Sheets	59

Consolidated Statements of Income	60

Consolidated Statements of Comprehensive Income	61

Consolidated Statements of Changes in Shareholders’ Equity	62

Consolidated Statements of Cash Flows	63 - 64

Notes to Consolidated Financial Statements	65 - 104

Report of Independent Registered Public Accounting Firm

To the Board of Directors

Louisiana Bancorp, Inc.

Metairie, Louisiana

We have audited the accompanying consolidated balance sheets of Louisiana Bancorp, Inc. (the Company) and its wholly owned subsidiary, Bank of New Orleans (the Bank), as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Louisiana Bancorp, Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

/s/LaPorte

A Professional Accounting Corporation

Metairie, Louisiana

March 11, 2013

LOUISIANA BANCORP, INC.

Consolidated Balance Sheets

December 31, 2012 and 2011

	2012			2011
	(In Thousands)
Assets
Cash and Cash Equivalents
Cash and Due from Banks	$	2,123		$	2,064
Short-Term Interest-Bearing Deposits		8,523			25,525
Total Cash and Cash Equivalents		10,646			27,589

Certificates of Deposit		481			742
Securities Available-for-Sale, at Fair Value (Amortized Cost of $11,486 in 2012 and $21,780 in 2011)		12,139			22,750
Securities Held-to-Maturity, at Amortized Cost (Estimated Fair Value of $70,315 in 2012 and $63,067 in 2011)		67,454			59,581
Loans, Net of Allowance for Loan Losses of $1,917 in 2012 and $1,805 in 2011		211,322			195,632
Loans Held-for-Sale		1,837			-
Total Loans Receivable, Net		213,159			195,632

Accrued Interest Receivable		970			1,081
Other Real Estate Owned		632			532
Stock in Federal Home Loan Bank		1,832			1,543
Premises and Equipment, Net		2,252			1,636
Other Assets		2,297			2,042
Total Assets	$	311,862		$	313,128

Liabilities and Shareholders' Equity
Deposits
Non-Interest-Bearing	$	14,322		$	9,764
Interest-Bearing		181,884			184,562
Total Deposits		196,206			194,326

Borrowings		53,454			57,113
Advance Payments by Borrowers for Taxes and Insurance		3,055			2,395
Accrued Interest Payable		181			297
Other Liabilities		2,260			1,477
Total Liabilities		255,156			255,608

Commitments and Contigencies		-			-

Shareholders' Equity
Common Stock, $.01 Par Value, 40,000,000 Shares Authorized; 6,345,732 Shares Issued; 3,017,411 and 3,257,130 Shares Outstanding in 2012 and 2011, Respectively		63			63
Additional Paid-in-Capital		63,363			63,218
Unearned ESOP Shares		(3,681	)		(3,934	)
Unearned Recognition and Retention Plan Shares		(949	)		(1,516	)
Treasury Stock, at Cost (3,328,321 and 3,088,602 Shares in 2012 and 2011, Respectively)		(47,364	)		(43,286	)
Retained Earnings		44,842			42,335
Accumulated Other Comprehensive Income		432			640

Total Shareholders' Equity		56,706			57,520

Total Liabilities and Shareholders' Equity	$	311,862		$	313,128

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Consolidated Statements of Income

For the Years Ended December 31, 2012, 2011 and 2010

	2012		2011		2010
	(In Thousands, Except per Share Data)
Interest and Dividend Income
Loans, Including Fees	$	11,158	$	10,972	$	10,386
Mortgage-Backed Securities		2,816		3,203		4,897
Investment Securities		151		694		817
Other Interest-Bearing Deposits		21		33		40
Total Interest and Dividend Income		14,146		14,902		16,140

Interest Expense
Deposits		2,071		2,646		3,194
Borrowings		2,125		2,492		2,670
Total Interest Expense		4,196		5,138		5,864

Net Interest Income		9,950		9,764		10,276

Provision for Loan Losses		246		53		269

Net Interest Income after Provision for Loan Losses
		9,704		9,711		10,007
Non-Interest Income
Customer Service Fees		749		496		394
Gain on Sale of Loans		1,276		431		249
Gain on Sale of Securities		-		72		204
Other Income		123		88		143
Total Non-Interest Income		2,148		1,087		990

Non-Interest Expense
Salaries and Employee Benefits		5,097		4,637		4,557
Occupancy Expense		1,263		1,097		1,113
Louisiana Bank Shares Tax		218		230		214
FDIC Insurance Premium		152		166		180
Net Cost of OREO Operations		103		313		235
Advertising Expense		256		158		132
Other Expenses		914		924		841
Total Non-Interest Expense		8,003		7,525		7,272

Income Before Income Tax Expense		3,849		3,273		3,725

Income Tax Expense		1,342		1,156		1,167

Net Income	$	2,507	$	2,117	$	2,558

Earnings Per Share
Basic	$	0.95	$	0.73	$	0.71
Diluted	$	0.90	$	0.70	$	0.69

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2012, 2011 and 2010

	2012			2011			2010
	(In Thousands)

Net Income	$	2,507		$	2,117		$	2,558

Other Comprehensive Loss, Net of Tax
Change in Unrealized Gains During the Period		(208	)		(12	)		(92	)

Reclassification Adjustment for Gains Included in Net Income		-			(48	)		(128	)

Total Other Comprehensive Loss		(208	)		(60	)		(220	)

Comprehensive Income	$	2,299		$	2,057		$	2,338

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Consolidated Statements of Changes in Shareholders’ Equity

For the Years Ended December 31, 2012, 2011 and 2010

	Common Stock		Additional Paid-in Capital			Unearned ESOP Stock			Unearned RRP Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Total Shareholders' Equity
	(In Thousands)
Balances at December 31, 2009	$	63	$	62,586		$	(4,442	)	$	(2,636	)	$	(20,803	)	$	37,660	$	920		$	73,348
Net Income - Year Ended December 31, 2010		-		-			-			-			-			2,558		-			2,558
Other Comprehensive Loss, Net of Applicable Deferred Income Taxes		-		-			-			-			-			-		(220	)		(220	)
Stock Purchased for Treasury		-		-			-			-			(16,628	)		-		-			(16,628	)
ESOP Shares Released for Allocation (25,383 Shares)		-		117			254			-			-			-		-			371
RRP Shares Earned		-		(48	)		-			562			-			-		-			514
Stock Options Exercised		-		(17	)		-			-			110			-		-			93
Stock Option Expense		-		242			-			-			-			-		-			242

Balances at December 31, 2010		63		62,880			(4,188	)		(2,074	)		(37,321	)		40,218		700			60,278
Net Income - Year Ended December 31, 2011		-		-			-			-			-			2,117		-			2,117
Other Comprehensive Loss, Net of Applicable Deferred Income Taxes		-		-			-			-			-			-		(60	)		(60	)
Stock Purchased for Treasury		-		-			-			-			(5,965	)		-		-			(5,965	)
ESOP Shares Released for Allocation (25,383 Shares)		-		138			254			-			-			-		-			392
RRP Shares Earned		-		(44	)		-			558			-			-		-			514
Stock Option Expense		-		244			-			-			-			-		-			244

Balances at December 31, 2011		63		63,218			(3,934	)		(1,516	)		(43,286	)		42,335		640			57,520
Net Income - Year Ended December 31, 2012		-		-			-			-			-			2,507		-			2,507
Other Comprehensive Loss, Net of Applicable Deferred Income Taxes		-		-			-			-			-			-		(208	)		(208	)
Stock Purchased for Treasury		-		-			-			-			(5,217	)		-		-			(5,217	)
ESOP Shares Released for Allocation (25,383 Shares)		-		157			253			-			-			-		-			410
RRP Shares Earned		-		(42	)		-			567			-			-		-			525
Stock Options Exercised		-		(208	)		-			-			1,139			-		-			931
Stock Option Expense		-		238			-			-			-			-		-			238

Balances at December 31, 2012	$	63	$	63,363		$	(3,681	)	$	(949	)	$	(47,364	)	$	44,842	$	432		$	56,706

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Consolidated Statements of Cash Flows

For the Years Ended December 31, 2012, 2011 and 2010

	2012			2011			2010
	(In Thousands)
Cash Flows from Operating Activities
Net Income	$	2,507		$	2,117		$	2,558
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation		228			189			218
Provision for Loan Losses		246			53			269
Net Increase in ESOP Shares Earned		410			392			371
Net Increase in RRP Shares Earned		525			514			514
Stock Option Plan Expense		238			244			242
Net Premium Amortization (Discount Accretion)		190			(77	)		(220	)
Deferred Income Tax Benefit		(87	)		(242	)		(504	)
Gain on Sale of Securities		-			(72	)		(204	)
Gain on Sale of Loans		(1,276	)		(431	)		(249	)
Gain on Sale of Property and Equipment		(5	)		(4	)		-
Gain on Other Real Estate Owned		(3	)		-			-
Originations of Loans Held-for-Sale		(59,169	)		(30,715	)		(30,793	)
Proceeds from Sales of Loans Held-for-Sale		58,204			29,344			30,559
Net Increase in Loans Held-for-Sale		(1,837	)		-			-
Decrease in Accrued Interest Receivable		111			115			130
Impairment of Other Real Estate Owned		80			287			227
(Increse) Decrease in Other Assets		(59	)		140			19
Decrease in Accrued Interest Payable		(116	)		(124	)		(176	)
Increase (Decrease) in Other Liabilities		783			(92	)		80
Net Cash Provided by Operating Activities		970			1,638			3,041

Cash Flows from Investing Activities
Investment in Certificates of Deposit		-			(566	)		(426	)
Purchase of Securities Available-for-Sale		-			(25,683	)		(52,994	)
Purchase of Securities Held-to-Maturity		(31,353	)		(18,279	)		-
Proceeds from Maturities of Certificates of Deposit		261			459			1,317
Proceeds from Maturities of Securities Available-for-Sale		10,317			63,238			47,293
Proceeds from Maturities of Securities Held-to-Maturity		23,267			23,278			31,074
Proceeds from Sales of Securities Available-for-Sale		-			1,202			5,635
Proceeds from Sales of Securities Held-to-Maturity		-			-			125
Net Increase in Loans Receivable		(14,025	)		(14,931	)		(21,289	)
Proceeds from Sales of Loans Held for Investing		-			-			489
Purchase of Property and Equipment		(861	)		(137	)		(109	)
Proceeds from Sale of Property and Equipment		22			5			-
Proceeds from Sale of Foreclosed Assets		153			1,035			-
Net (Increase) Decrease in Investment in
Federal Home Loan Bank Stock		(289	)		459			(7	)
Net Cash (Used in) Provided by Investing Activities		(12,508	)		30,080			11,108

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Consolidated Statements of Cash Flows (Continued)

For the Years Ended December 31, 2012, 2011 and 2010

	2012			2011			2010
	(In Thousands)
Cash Flows from Financing Activities
Increase (Decrease) in Deposits		1,880			5,964			(261	)
Increase in Advances by Borrowers for Taxes and Insurance		660			398			83
(Decrease) Increase in Borrowings		(3,659	)		(11,136	)		4,439
Purchase of Treasury Stock		(5,217	)		(5,965	)		(16,628	)
Proceeds from Exercise of Options		931			-			93

Net Cash Used in Financing Activities		(5,405	)		(10,739	)		(12,274	)

Net (Decrease) Increase in Cash and Cash Equivalents		(16,943	)		20,979			1,875

Cash and Cash Equivalents, Beginning of Year		27,589			6,610			4,735

Cash and Cash Equivalents, End of Year	$	10,646		$	27,589		$	6,610


Supplemental Disclosure of Cash Flow Information
Cash Paid During the Year for:
Interest	$	4,680		$	5,263		$	6,040

Income Taxes	$	526		$	1,315		$	1,752

Loans Transferred to Other Real Estate Owned	$	330		$	158		$	350

The accompanying notes are an integral part of these consolidated financial statements.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies

Louisiana Bancorp, Inc. (the “Company”) was organized as a Louisiana corporation on March 16, 2007, for the purpose of becoming the holding company of Bank of New Orleans (the “Bank”) in anticipation of converting the Bank from a federally chartered mutual savings and loan association to a federally chartered stock savings and loan association. In July 2007, the Company completed the conversion. The Bank operates in the banking/savings and loan industry and, as such, attracts deposits from the general public and uses such deposits primarily to originate loans secured by first mortgages on owner-occupied, single-family residences and other properties.

The Bank is subject to competition from other financial institutions, and is also subject to the regulations of certain Federal and State agencies and undergoes periodic examinations by those regulatory authorities.

Basis of Presentation and Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Bank of New Orleans. All significant inter-company balances and transactions have been eliminated in consolidation.

Significant Group Concentrations of Credit Risk

Most of the Bank’s activities are with customers located within the greater New Orleans area in Louisiana. Note 2 discusses the types of securities in which the Bank invests. Note 3 discusses the types of lending in which the Bank engages. The Bank does not have any significant concentrations in any one industry or to any one customer.

Cash and Cash Equivalents

For the purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, federal funds sold and securities purchased under agreements to resell, all of which mature within ninety days.

The Bank is required to maintain cash in reserve accounts with the Federal Reserve Bank of Atlanta. For the reserve maintenance period ended December 31, 2012, the reserve requirement was $570,000.

Investment Securities

Securities are being accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 320, Investments - Debt and Equity Securities. ASC 320 requires the classification of securities into one of three categories: Trading, Available-for-Sale, or Held-to-Maturity. Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates this classification periodically.

Available-for-sale securities are stated at market value, with unrealized gains and losses, net of income taxes, reported as a separate component of accumulated other comprehensive income until realized. The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage-backed securities, over the estimated life of the security.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Investment Securities (Continued)

Securities designated as held-to-maturity are stated at cost adjusted for amortization of the related premiums and accretion of discounts, using the interest method. The Company has the positive intent and ability to hold these securities to maturity.

The Company held no trading securities as of December 31, 2012 and 2011.

Amortization, accretion and accrued interest are included in interest income on securities. Realized gains and losses, and declines in value judged to be other than temporary, are included in net securities gains or losses. Gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.

Loans

The Bank grants one-to four-family, multi-family residential, commercial, and land mortgage loans, and consumer and construction loans, and lines of credit to customers. Certain first mortgage loans are originated and sold under loan sales agreements. A substantial portion of the loan portfolio is represented by mortgage loans made to customers throughout the greater New Orleans area. The ability of the Bank’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.

Loans are reported at their outstanding unpaid principal balance adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance.

When the payment of principal or interest on a loan is delinquent for more than 90 days, or earlier in some cases, the loan is placed on non-accrual status, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. If the decision is made to continue accruing interest on the loan, periodic reviews are made to confirm the accruing status of the loan. All interest accrued but not collected for loans that are placed on non-accrual or loans charged-off is reversed against income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual basis. Loans are returned to the accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company's impaired loans include troubled debt restructurings, and performing and non-performing loans with respect to which the full payment of principal or interest is not expected. The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan's effective interest rate, or at the loan's observable market price or the fair value of its collateral.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Allowance for Loan Losses

The allowance for loan losses is a valuation allowance available for losses incurred on loans. All losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is likely to occur. Recoveries are credited to the allowance at the time of recovery.

The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectability of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

It should be understood that estimates of future loan losses involve an exercise of judgment. While it is possible that in particular periods the Company may sustain losses, which are substantial relative to the allowance for loan losses, it is the judgment of management that the allowance for loan losses reflected in the accompanying consolidated balance sheets is adequate to absorb possible losses in the existing loan portfolio.

Loans Held-for-Sale

Loans held-for-sale include originated mortgage loans intended for sale in the secondary market, which are carried at the lower of cost or estimated market value. Loans held-for-sale are identified at the time of origination, in accordance with the Company’s interest rate risk strategy. In addition, the Company occasionally sells loans that it originates, but cannot hold, due to regulatory limitations on loans to one borrower, concentrations of credit in a particular property type or industry.

Loan Fees, Loan Costs, Discounts and Premiums

Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment to the related loan’s yield using the interest method over the contractual life of the loan.

Discounts received in connection with mortgage loans purchased are amortized to income over the term of the loan using the interest method. Premiums on purchased loans are amortized over the term of the loan using the interest method.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Premises and Equipment

Premises and equipment are carried at cost, less accumulated depreciation. The Company computes depreciation and amortization generally on the straight-line method for both financial reporting and Federal income tax purposes. Estimated useful lives of premises and equipment range as follows:

Buildings

20 - 40 Years

Furniture, Fixtures and Equipment

3 - 10 Years

Automobiles

5 Years

Real Estate Owned

Real estate acquired through, or in lieu of, loan foreclosure is initially recorded at fair value, less estimated cost to sell, at the date of foreclosure and any related write-down is charged to the allowance for loan losses. Management periodically performs valuations, and an allowance for losses will be established when any significant and permanent decline reduces the fair value to less than the carrying value. The ability of the Company to recover the carrying value of real estate is based upon future sales of the real estate owned. The ability to affect such sales is subject to market conditions and other factors, many of which are beyond the Company’s control. Operating income of such properties, net of related expenses, and gains and losses on their disposition are included in the accompanying consolidated statements of income.

Income Taxes

Deferred income tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any.

Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50% likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above would be reflected as a liability for unrecognized tax benefits in the consolidated balance sheets along with any associated interest or penalties that would be

payable to the taxing authorities upon examination. Interest and/or penalties associated with unrecognized tax benefits, if any, would be classified as additional income taxes in the consolidated statements of income.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Advertising Costs

The Company expenses advertising costs as incurred. Advertising costs were $256,000, $158,000, and $132,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

Comprehensive Earnings

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the consolidated balance sheets, such items, along with net earnings, are components of comprehensive earnings.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheets and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans and deferred taxes.

Recent Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update (ASU) 2011-10, Derecognition of in Substance Real Estate - a Scope Clarification which relates to deconsolidation events. Under this amendment, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of the default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20, Property, Plant and Equipment - Real Estate Sales, to determine whether it should derecognize the in substance real estate. This guidance is effective for the fiscal year ending December 31, 2013 and is not expected to have a significant impact on the Company’s financial statements.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements (Continued)

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements (Continued)

Note 2. Securities

A summary of securities classified as available-for-sale at December 31, 2012 and 2011, with gross unrealized gains and losses, is as follows:

	December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Securities Available-for-Sale
Mortgage-Backed Securities
GNMA	$	65	$	3	$	-	$	68
FNMA		3,379		276		-		3,655
FHLMC		1,889		143		-		2,032
		5,333		422		-		5,755

U.S. Government and Agency Obligations		5,970		156		-		6,126

Equity Securities		183		75		-		258

Total	$	11,486	$	653	$	-	$	12,139

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

	December 31, 2011
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Securities Available-for-Sale
Mortgage-Backed Securities
GNMA	$	146	$	9	$	-	$	155
FNMA		6,347		470		-		6,817
FHLMC		3,155		229		-		3,384
		9,648		708		-		10,356

U.S. Government and Agency Obligations		11,949		262		-		12,211

Equity Securities		183		-		-		183

Total	$	21,780	$	970	$	-	$	22,750

A summary of securities classified as held-to-maturity at December 31, 2012 and 2011, with gross unrealized gains and losses, is as follows:

	December 31, 2012
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Securities Held-to-Maturity
Mortgage-Backed Securities
GNMA	$	4,174	$	158	$	-	$	4,332
FNMA		27,979		1,549		-		29,528
FHLMC		10,212		825		-		11,037
		42,365		2,532		-		44,897

Collateralized Mortgage Obligations
FNMA		11,648		116		-		11,764
FHLMC		13,441		213		-		13,654
		25,089		329		-		25,418

Total	$	67,454	$	2,861	$	-	$	70,315

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

	December 31, 2011


	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(In Thousands)
Securities Held-to-Maturity
Mortgage-Backed Securities
GNMA	$	5,987	$	244	$	-	$	6,231
FNMA		36,995		2,028		-		39,023
FHLMC		14,576		1,211		-		15,787
Total		57,558		3,483		-		61,041

Collateralized Mortgage Obligations
FNMA		1,999		3		-		2,002
FHLMC		24		-		-		24
		2,023		3		-		2,026

Total	$	59,581	$	3,486	$	-	$	63,067

The amortized cost and fair value of available-for-sale and held-to-maturity securities by contractual maturity at December 31, 2012, are as follows. Actual maturities will differ from contractual maturities because borrowers may have the right to put or prepay obligations with or without call or prepayment penalties.

	Available-for-Sale Securities				Held-to-Maturity Securities
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In Thousands)
Amounts Maturing in:
Less than One Year	$	4,345	$	4,385	$	-	$	-
One to Five Years		2,277		2,425		1,296		1,401
Five to Ten Years		4,681		5,071		9,120		9,854
Over Ten Years		-		-		57,038		59,060
		11,303		11,881		67,454		70,315

Other Equity Securities		183		258		-		-

Total	$	11,486	$	12,139	$	67,454	$	70,315

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

During the year ended December 31, 2011, the Company sold available-for-sale securities for aggregate proceeds of $1,202,000, resulting in realized gains of $72,000. There were no such sales of securities during the year ended December 31, 2012.

There were no securities with gross unrealized losses at December 31, 2012 and 2011.

Note 3. Loans

A summary of the balances of loans follows as of December 31, 2012 and 2011:

	2012			2011
	(In Thousands)
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	107,556		$	105,718
Home Equity Loans and Lines		26,305			18,467
Multi-Family Residential		17,644			14,591
Commercial Real Estate		62,771			56,492
Land		206			1,299

Total Loans Secured by Mortgages on Real Estate
		214,482			196,567

Consumer and Other Loans
Loans Secured by Deposits		458			568
Other		266			452

Total Consumer and Other Loans		724			1,020

Less:
Allowance for Loan Losses		(1,917	)		(1,805	)
Net Deferred Loan Origination Fees/Costs		(130	)		(150	)

Total Loans, Net	$	213,159		$	195,632

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

A summary of our current, past due and non-accrual loans as of December 31, 2012 and 2011 follows:

December 31, 2012	30-89 Days Past Due		90 Days or More Past Due and Accruing		Non-Accrual Loans		Total Past Due		Current Loans		Total Loans
	(in Thousands)
Real Estate Secured Loans
1-4 Family Residential	$	122	$	-	$	50	$	172	$	107,384	$	107,556
Home Equity Loans and Lines		75		-		142		217		26,088		26,305
Multi-Family Residential		-		-		13		13		17,631		17,644
Commercial Real Estate		-		-		1,247		1,247		61,524		62,771
Land		-		-		-		-		206		206
Consumer and Other Loans		4		-		-		4		720		724

Total	$	201	$	-	$	1,452	$	1,653	$	213,553	$	215,206

December 31, 2011	30-89 Days Past Due		90 Days or More Past Due and Accruing		Non-Accrual Loans		Total Past Due		Current Loans		Total Loans
	(in Thousands)
Real Estate Secured Loans
1-4 Family Residential	$	463	$	-	$	110	$	573	$	105,145	$	105,718
Home Equity Loans and Lines		125		-		569		694		17,773		18,467
Multi-Family Residential		-		-		-		-		14,591		14,591
Commercial Real Estate		-		-		330		330		56,162		56,492
Land		-		-		-		-		1,299		1,299
Consumer and Other Loans		-		-		65		65		955		1,020

Total	$	588	$	-	$	1,074	$	1,662	$	195,925	$	197,587

For the years ended December 31, 2012 and 2011, approximately $59,000 and $65,000, respectively, of interest was foregone on non-accrual loans.

In the ordinary course of business, the Company has granted loans to directors, executive officers and their affiliates. In the opinion of management, such transactions were on substantially the same terms, including interest rates and collateral, as those prevailing at the time of comparable transactions with other persons and did not involve more than a normal risk of collectability or present any other unfavorable features to the Company.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

An analysis of the changes in loans to such borrowers follows:

	2012			2011
	(In Thousands)

Balance, Beginning of Year	$	2,519		$	4,814
Additions		788			1,302
Payments		(807	)		(3,597	)

Balance, End of Year	$	2,500		$	2,519

An analysis of the allowance for loan losses is as follows for the years ended December 31st:

	2012			2011			2010
	(In Thousands)

Balance, Beginning of Year	$	1,805		$	1,759		$	1,661
Provision for Loan Losses		246			53			269
Loan Recoveries		74			1			3
Loans Charged-Off		(208	)		(8	)		(174	)

Balance, End of Year	$	1,917		$	1,805		$	1,759

The following table details the activity in the allowance for loan losses by portfolio segment for the years ended December 31, 2012 and 2011:

	Real Estate Secured Mortgage Loans
December 31, 2012	1-4 Family Residential			Home Equity Loans/Lines			Multi-Family Residential		Commercial		Land		Consumer and Other			Total
	(In Thousands)
Balance, Beginning of Year	$	889		$	207		$	148	$	485	$	2	$	74		$	1,805
Provision for (Recovery of) Loan Losses		(44	)		76			12		171		-		31			246
Loans Charged-Off		-			(50	)		-		-		-		(158	)		(208	)
Recoveries of Prior Charge-Offs		11			3			-		-		-		60			74

Balance, End of Year	$	856		$	236		$	160	$	656	$	2	$	7		$	1,917

Ending Balance Allocated to:
Loans Individually Evaluated for Impairment	$	-		$	-		$	-	$	91	$	-	$	-		$	91
Loans Collectively Evaluated for Impairment		856			236			160		565		2		7			1,826
	$	856		$	236		$	160	$	656	$	2	$	7		$	1,917

Ending Loan Balance Disaggregated by Evaluation Method
Loans Individually Evaluated for Impairment	$	50		$	142		$	13	$	1,247	$	-	$	-		$	1,452
Loans Collectively Evaluated for Impairment		107,506			26,163			17,631		61,524		206		724			213,754
	$	107,556		$	26,305		$	17,644	$	62,771	$	206	$	724		$	215,206

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

	Real Estate Secured Mortgage Loans
December 31, 2011	1-4 Family Residential			Home Equity Loans/Lines			Multi-Family Residential		Commercial		Land			Consumer and Other			Total
	(In Thousands)
Balance, Beginning of Year	$	858		$	270		$	100	$	442	$	9		$	80		$	1,759
Provision for (Recovery of) Loan Losses		33			(58	)		48		43		(7	)		(6	)		53
Loans Charged-Off		(2	)		(6	)		-		-		-			-			(8	)
Recoveries of Prior Charge-Offs		-			1			-		-		-			-			1

Balance, End of Year	$	889		$	207		$	148	$	485	$	2		$	74		$	1,805

Ending Balance Allocated to:
Loans Individually Evaluated for Impairment	$	2		$	61		$	-	$	-	$	-		$	65		$	128
Loans Collectively Evaluated for Impairment		887			146			148		485		2			9			1,677
	$	889		$	207		$	148	$	485	$	2		$	74		$	1,805

Ending Loan Balance Disaggregated by Evaluation Method
Loans Individually Evaluated for Impairment	$	110		$	569		$	-	$	330	$	-		$	65		$	1,074
Loans Collectively Evaluated for Impairment		105,608			17,898			14,591		56,162		1,299			955			196,513
	$	105,718		$	18,467		$	14,591	$	56,492	$	1,299		$	1,020		$	197,587

A summary of the loans evaluated for possible impairment follows:

	2012		2011
	(In Thousands)
Impaired Loans Requiring a Loss Allowance	$	1,224	$	232
Imparied Loans not Requiring a Loss Allowance		228		842

Total Impaired Loans	$	1,452	$	1,074

Loss Allowance on Impaired Loans	$	91	$	128

At December 31, 2012 and 2011, all impaired loans were on non-accrual status. As of December 31, 2012 and 2011, the Company did not hold any renegotiated loans.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

The following table provides additional information with respect to impaired loans by portfolio segment and the impairment methodology used to analyze the credit. The recorded investment is presented gross of any specific valuation allowance.

As of December 31, 2012	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment YTD		Interest Income Recognized
	(In Thousands)
Impaired Loans with No Related Allowance:
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	50	$	50	$	-	$	337	$	1
Home Equity Loans and Lines		142		142		-		254		12
Multi-Family Residential		13		13		-		19		4
Commercial Real Estate		23		23		-		99		7
Land		-		-		-		-		-
Consumer and Other Loans		-		-		-		8		5

Total	$	228	$	228	$	-	$	717	$	29

Impaired Loans with a Related Allowance:
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	-	$	-	$	-	$	22	$	-
Home Equity Loans and Lines		-		-		-		96		-
Multi-Family Residential		-		-		-				-
Commercial Real Estate		1,224		1,224		91		245		43
Land		-		-		-				-
Consumer and Other Loans		-		-		-		13		-

Total	$	1,224	$	1,224	$	91	$	376	$	43

Total Impaired Loans
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	50	$	50	$	-	$	359	$	1
Home Equity Loans and Lines		142		142		-		350		12
Multi-Family Residential		13		13		-		19		4
Commercial Real Estate		1,247		1,247		91		344		50
Land		-		-		-		-		-
Consumer and Other Loans		-		-		-		21		5

Total	$	1,452	$	1,452	$	91	$	1,093	$	72

Note 3. Loans (Continued)

As of December 31, 2011	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment YTD		Interest Income Recognized
	(In Thousands)
Impaired Loans with No Related Allowance:
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	110	$	110	$	-	$	95	$	4
Home Equity Loans and Lines		402		402		-		346		10
Multi-Family Residential		-		-		-		-		-
Commercial Real Estate		330		330		-		66		16
Land		-		-		-		14		-
Consumer and Other Loans		-		-		-		8.00		-

Total	$	842	$	842	$	-	$	529	$	30

Impaired Loans with a Related Allowance:
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	-	$	-	$	2	$	-	$	-
Home Equity Loans and Lines		167		167		61		233		17
Multi-Family Residential		-		-		-		-		-
Commercial Real Estate		-		-		-		-		-
Land		-		-		-		-		-
Consumer and Other Loans		65		65		65		67		5

Total	$	232	$	232	$	128	$	300	$	22

Total Impaired Loans
Loans Secured by Mortgages on Real Estate
1-4 Family Residential	$	110	$	110	$	2	$	95	$	4
Home Equity Loans and Lines		569		569		61		579		27
Multi-Family Residential		-		-		-		-		-
Commercial Real Estate		330		330		-		66		16
Land		-		-		-		14		-
Consumer and Other Loans		65		65		65		75		5

Total	$	1,074	$	1,074	$	128	$	829	$	52

The Bank uses the following criteria to assess risk ratings with respect to its loan portfolio, which are consistent with regulatory guidelines:

Special Mention - Loans designated as “special mention” exhibit some weakness or risk that deserves management’s close attention, but do not contain the level of risk associated with an adverse classification. If left unresolved, this weakness may develop into a material deficiency in the credit quality of the loan.

Substandard - Loans classified as “substandard” have a well-defined material weakness or weaknesses based on objective evidence and are further characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

Loss - Loans classified as “loss” are considered uncollectible, in whole or in part, and should not be carried on the books as an asset without the establishment of a specific valuation allowance or charge-off. This classification does not mean that an asset has no salvage value, but there is much doubt about how much, or when, the recovery will occur.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

The following table summarizes the credit grades assigned to our loan portfolio as of December 31, 2012 and 2011:

	Real Estate Secured Mortgage Loans
December 31, 2012	1-4 Family Residential		Home Equity Loans/Lines		Multi-Family Residential		Commercial		Land		Consumer and Other		Total
	(In Thousands)
Credit Classification:
Pass	$	107,506	$	26,135	$	16,874	$	60,746	$	206	$	724	$	212,191
Special Mention		-		99		757		779		-		-		1,635
Substandard		50		71		13		1,155		-		-		1,289
Loss		-		-		-		91		-		-		91
Total	$	107,556	$	26,305	$	17,644	$	62,771	$	206	$	724	$	215,206

	Real Estate Secured Mortgage Loans
December 31, 2011	1-4 Family Residential		Home Equity Loans/Lines		Multi-Family Residential		Commercial		Land		Consumer and Other		Total
	(In Thousands)
Credit Classification:
Pass	$	105,608	$	17,984	$	14,591	$	56,162	$	1,299	$	955	$	196,599
Special Mention		-		-		-		-		-		-		-
Substandard		110		316		-		330		-		-		756
Loss		-		167		-		-		-		65		232
Total	$	105,718	$	18,467	$	14,591	$	56,492	$	1,299	$	1,020	$	197,587

Note 4.

Accrued Interest Receivable

Accrued interest receivable at December 31, 2012 and 2011, consisted of the following:

	2012		2011
	(In Thousands)
Loans	$	727	$	755
Investments		31		74
Mortgage-Backed Securities		212		252

Total Accrued Interest	$	970	$	1,081

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 5. Premises and Equipment

A summary of the cost and accumulated depreciation of premises and equipment as of December 31st follows:

	2012			2011
	(In Thousands)
Land, Buildings and Improvements	$	4,619		$	4,045
Furniture and Fixtures		1,981			1,793
Automobiles		99			96
		6,699			5,934
Accumulated Depreciation and Amortization		(4,447	)		(4,298	)

Total	$	2,252		$	1,636

Depreciation expense for the years ended December 31, 2012, 2011 and 2010, was approximately $228,000, $189,000, and $218,000, respectively.

Note 6. Deposits

Interest bearing deposit account balances at December 31, 2012 and 2011, are summarized as follows:

	Weighted-Average Rate at December 31,						Account Balances at December 31,
							2012					2011
	2012			2011			Amount		Percent			Amount		Percent
							(In Thousands)

NOW and MMDA		0.22	%		0.20	%	$	29,972		16.48	%	$	28,487		15.44	%
Savings Accounts		0.25	%		0.25	%		24,532		13.49	%		21,621		11.71	%
Certificates of Deposit		1.32	%		1.67	%		127,380		70.03	%		134,454		72.85	%

Total							$	181,884		100.00	%	$	184,562		100.00	%

The aggregate amount of time deposits in denominations of $100,000 or more at December 31, 2012 and 2011, was $55,976,000 and $57,435,000, respectively.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 6. Deposits (Continued)

Certificates of deposit at December 31, 2012, mature as follows (in thousands):

	Amount		Percent
Certificate Accounts Maturing
One Year or Less	$	75,976		59.65	%
One to Two Years		25,984		20.40	%
Two to Three Years		9,301		7.30	%
Three to Five Years		16,119		12.65	%

Total	$	127,380		100.00	%

Interest expense by deposit type for each of the following periods was as follows:

	2012		2011		2010
	(In Thousands)

Certificates of Deposit	$	1,951	$	2,506	$	3,032
Interest Bearing Demand Deposits		63		58		70
Savings Accounts		57		82		92

Total	$	2,071	$	2,646	$	3,194

The Bank held deposits of approximately $11,451,000 and $13,611,000, for related parties at December 31, 2012 and 2011, respectively.

Note 7. Borrowings

Federal Home Loan Bank Advances

Pursuant to collateral agreements with the Federal Home Loan Bank of Dallas (“FHLB”), advances issued by the Federal Home Loan Bank are secured by a blanket floating lien on first mortgage loans. Total interest expense recognized on FHLB advances in 2012, 2011 and 2010, was $1,160,000, $1,470,000, and $1,648,000, respectively.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 7. Borrowings (Continued)

Federal Home Loan Bank Advances (Continued)

Advances consisted of the following at December 31, 2012 and 2011, respectively.

			FHLB Advance Total
Contract Rate			2012		2011
			(In Thousands)
0%	-	0.99%	$	-	$	-
1%	-	1.99%		16,000		-
2%	-	2.99%		611		651
3%	-	3.99%		13,326		13,626
4%	-	4.99%		7,517		16,367
5%	-	5.99%		-		469

Total			$	37,454	$	31,113

Maturities of FHLB Advances at December 31, 2012, were as follows:

Year Ending December 31,	Amount Maturing
	(In Thousands)
2013	$	3,726
2014		58
2015		6,946
2016		6,738
2017		11,057
Thereafter		8,929

Total	$	37,454

Reverse Repurchase Agreements

Periodically, the Company accesses other borrowing sources as a source of liquidity and term funding. To date, these other borrowings have been structured as reverse repurchase agreements secured by U.S. Government or U.S. Agency securities. Reverse repurchase agreements totaled $16,000,000 at December 31, 2012 and $26,000,000 at 2011.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 7. Borrowings (Continued)

Reverse Repurchase Agreements (Continued)

Reverse repurchase agreements consisted of the following at December 31, 2012 and 2011:

			Reverse Repurchase Total
Contract Rate			2012		2011
			(In Thousands)
3%	-	3.99%	$	16,000	$	16,000
4%	-	4.99%		-		10,000

Total			$	16,000	$	26,000

Maturities of reverse repurchase agreements at December 31, 2012, are as follows:

Year Ending December 31,	Amount Maturing
	(In Thousands)
2013	$	16,000

Total	$	16,000

Interest expense on reverse repurchase agreements totaled $965,000, $1,022,000 and $1,021,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 8. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities as of December 31, 2012 and 2011, were as follows:

	2012			2011
	(In Thousands)
Deferred Tax Assets
Allowance for Loan Losses	$	609		$	470
Deferred Loan Fees		44			51
Deferred Compensation		605			567
OREO Write Down		27			95
Stock Options		262			208
Other		-			36

Total Deferred Tax Assets		1,547			1,427

Deferred Tax Liabilities
Market Value Adjustment to Available-for-Sale Securities		(222	)		(330	)
FHLB Stock Dividends		(104	)		(101	)
Other		(26	)		-

Total Deferred Tax Liabilities		(352	)		(431	)

Net Deferred Tax Asset	$	1,195		$	996

Generally accepted accounting principles do not require that deferred income taxes be provided on certain portions of the allowance for loan losses that existed as of December 31, 1987. At December 31, 2012, retained earnings included approximately $1,463,000 representing such bad debt deductions for which the related deferred income taxes of approximately $497,000 have not been provided.

The provision for income taxes for 2012, 2011 and 2010, consisted of the following for the years ended December 31st:

	2012			2011			2010
	(In Thousands)
Current Expense	$	1,535		$	1,346		$	1,554
Deferred Tax Benefit		(193	)		(190	)		(387	)

Total	$	1,342		$	1,156		$	1,167

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 8. Income Taxes (Continued)

The provision for Federal income taxes differs from that computed by applying Federal statutory rates to income before Federal income tax expense, as indicated in the following analysis:

	2012				2011					2010
	(In Thousands)
Expected Tax Provision	$	1,309	34.0	%	$	1,113		34.0	%	$	1,266		34.0	%
Non-Deductible Expenses		8	0.2			8		0.2			3		0.1
Effect of Tax Exempt Income		-	-			(1	)	(0.0	)		(17	)	(0.5	)
Other		25	0.7			36		1.1			(85	)	2.3

Total	$	1,342	34.9	%	$	1,156		35.3	%	$	1,167		35.9	%

The Company had no amount of interest and/or penalties related to tax positions recognized in the consolidated statements of income for the years ended December 31, 2012, 2011 and 2010, nor any amount of interest and/or penalties payable related to tax positions that were recognized in the consolidated balance sheets as of December 31, 2012 and 2011.

As of December 31, 2012 and 2011, the Company had no uncertain tax positions. As of December 31, 2012, the tax years that remain open for examination by tax jurisdictions include 2011, 2010 and 2009.

Note 9. Comprehensive Income

Comprehensive income was comprised of changes in the Company’s unrealized holding gains or losses on securities available-for-sale during 2012, 2011 and 2010. The components of comprehensive income and related tax effects were as follows for the years indicated:

	2012			2011			2010
	(In Thousands)
Gross Change in Unrealized Gains Arising During the Period	$	(315	)	$	(18	)	$	(139	)
Tax Benefit		107			6			47

Total		(208	)		(12	)		(92	)

Reclassification Adjustment for Gains Included in Net Income		-			(72	)		(194	)
Tax Expense		-			24			66

Total		-			(48	)		(128	)

Net Change in Unrealized Gains Arising During the Period	$	(208	)	$	(60	)	$	(220	)

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 10. Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the Office of the Comptroller of the Currency (“OCC”). Failure to meet the minimum regulatory capital requirements can result in certain mandatory, and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and the Company’s consolidated financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of: total risk-based capital and Tier I capital to risk-weighted assets (as defined in the regulations), Tier I capital to adjusted total assets (as defined), tangible capital to adjusted total assets (as defined), and tangible equity to adjusted total assets (as defined). As of December 31, 2012, the Bank met all of the capital requirements to which it is subject and was deemed to be well capitalized. There have been no subsequent conditions or events which management believes have changed the Bank’s status.

The actual and required capital amounts and ratios applicable to the Bank for the years ended December 31, 2012 and 2011, are presented in the following tables:

	Actual					Minimum for Adequacy Purposes					Minimum to be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
December 31, 2012
Core/Leverage Capital		43,570		14.03	%		9,313		3.00	%	$	15,522		5.00	%
Tier 1 Risk-Based Capital		43,570		25.39	%		6,865		4.00	%		10,298		6.00	%
Total Risk-Based Capital		45,487		26.50	%		13,731		8.00	%		17,164		10.00	%

December 31, 2011
Core/Leverage Capital		46,684		15.00	%		9,336		3.00	%	$	15,560		5.00	%
Tier 1 Risk-Based Capital		46,623		29.32	%		6,360		4.00	%		9,540		6.00	%
Total Risk-Based Capital		48,300		30.38	%		12,720		8.00	%		15,900		10.00	%

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 10. Regulatory Matters (Continued)

The Bank’s capital under generally accepted accounting principles (“GAAP”) is reconciled to its total risk-based regulatory capital as follows:

	2012			2011
	(In Thousands)

Capital Under GAAP	$	43,923		$	47,277
Unrealized Gains on Available-for-Sale Securities		(353	)		(593	)

Tier 1 Capital		43,570			46,684

Allowance for Loan Losses		1,917			1,677
Recourse Obligations		-			(61	)

Total Risk-Based Capital	$	45,487		$	48,300

Note 11. Financial Instruments with Off-Balance Sheet Risk

The Company has entered into certain credit related commitments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers. The financial instruments include commitments to extend credit and commitments to sell loans. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the financial statements. The contract amounts of those instruments reflect the extent of the involvement the Company has in particular classes of financial instruments. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the commitment. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

As of December 31, 2012 and 2011, the Company had outstanding commitments to extend credit totaling approximately $31,768,000 and $18,518,000, respectively, and had no commitments to sell loans at a loss. Of the $31,768,000 in outstanding commitments at December 31, 2012, approximately $9,979,000 were for fixed rate loans with interest rates ranging from 2.75% to 6.50%, and approximately $21,789,000 were for variable rate loans with interest ranging from 1.99% to 9.50%. No material losses or gains are anticipated as a result of these outstanding commitments.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 12. Commitments and Contingencies

Operating Leases

The Company conducts certain of its operations in leased facilities. At December 31, 2012, minimum rental commitments under non-cancelable operating leases were as follows:

Years Ending
December 31,	Amount

2013	$	34,079
2014		34,079
2015		34,079
2016		8,520

Total	$	110,757

Total rent expense incurred by the Company under leases amounted to $34,000, $53,000 and $60,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

It is expected that in the normal course of business, expiring leases will be renewed or replaced by leases on other property.

The Company is the lessor of office space to a director of the Company, under an operating lease expiring in 2014. Terms of the lease are on current market conditions and rates. Minimum future rentals to be received on non-cancelable leases as of December 31, 2012, are as follows:

Years Ending
December 31,	Amount

2013	$	19,688
2014		4,922

Total	$	24,610

Total rental income from this lease amounted to $20,000 for each of the years ended December 31, 2012, 2011 and 2010.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 12. Commitments and Contingencies (Continued)

Employment Contracts

The Company has entered into employment contracts with key employees. These compensation commitments expire as follows:

Years Ending December 31,	Amount

2013	$	434,410
2014		434,410
2015		374,410

Total	$	1,243,230

Note 13. Concentration of Credit Risk

In accordance with industry practices, the Company has deposits in other financial institutions for more than the federally insured limit. These deposits in other institutions do not represent more than the normal industry credit risk.

Note 14. Estimated Fair Value of Financial Instruments

The following disclosure is made in accordance with the requirements of ASC 825, Financial Instruments. Financial instruments are defined as cash and contractual rights and obligations that require settlement, directly or indirectly, in cash. In cases where quoted market prices are not available, fair values have been estimated using the present value of future cash flows or other valuation techniques. The results of these techniques are highly sensitive to the assumptions

used, such as those concerning appropriate discount rates and estimates of future cash flows,

which require considerable judgment. Accordingly, estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current settlement of the underlying financial instruments. ASC 825 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. These disclosures should not be interpreted as representing an aggregate measure of the underlying value of the Company.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

Cash and Cash Equivalents

The carrying amount of cash and due from financial institutions, federal funds sold and short-term investments approximates fair value.

Certificates of Deposit

The fair values for certificates of deposit are estimated through discounted cash flow analysis, using current rates at which certificates of deposit with similar terms could be obtained.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 14. Estimated Fair Value of Financial Instruments (Continued)

Securities

Fair values for securities, excluding Federal Home Loan Bank stock, are based on quoted market prices. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans Receivable, Net

The fair values of loans are estimated through discounted cash flow analysis, using current rates at which loans with similar terms would be made to borrowers with similar credit quality. Appropriate adjustments are made to reflect probable credit losses. The carrying amount of accrued interest on loans approximated its fair value.

Federal Home Loan Bank Stock

The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank.

Deposit Liabilities

ASC 825 specifies that the fair value of deposit liabilities with no defined maturity is the amount payable on demand at the reporting date, i.e., their carrying or book value. These deposits include interest and non-interest bearing checking, passbook, and money market accounts. The fair value of fixed rate certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates currently offered on certificates of similar remaining maturities to a schedule of aggregate expected cash flows on time deposits.

Borrowings

The fair value of fixed rate borrowings is estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements.

Off-Balance Sheet Instruments

Off-balance sheet financial instruments include commitments to extend credit and undisbursed lines of credit. The fair value of such instruments is estimated using fees currently charged for similar arrangements in the marketplace, adjusted for changes in terms and credit risk as appropriate.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 14. Estimated Fair Value of Financial Instruments (Continued)

The estimated fair values of the Company’s financial instruments are as follows:

	December 31, 2012						December 31, 2011
	Carrying Amount			Fair Value			Carrying Amount			Fair Value
	(In Thousands)
Financial Assets
Cash and Cash Equivalents	$	10,646		$	10,646		$	27,589		$	27,589
Certificates of Deposit		481			485			742			745
Securities		79,593			82,454			82,331			85,817

Loans		215,076			223,521			197,437			206,594
Less Allowance for Loan Losses		(1,917	)		(1,917	)		(1,805	)		(1,805	)
Loans, Net of Allowance		213,159			221,604			195,632			204,789

Federal Home Loan Bank Stock		1,832			1,832			1,543			1,543


Financial Liabilities
Deposits	$	196,206		$	209,254		$	194,326		$	200,413
Borrowings		53,454			55,769			57,113			60,489

Unrecognized Financial Instruments
Commitments to Extend Credit	$	31,768		$	31,934		$	18,518		$	18,523

The Company adopted ASC 820, Fair Value Measurements, on January 1, 2008 for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized at fair value in the financial statements on a recurring basis (at least annually). ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including the Company’s own credit risk.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 14. Estimated Fair Value of Financial Instruments (Continued)

In addition to defining fair value, ASC 820 expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

·	Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The preceding methods described may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. There have been no changes in the methodologies used during the year ended December 31, 2012.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 14. Estimated Fair Value of Financial Instruments (Continued)

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis at December 31, 2012 and 2011:

	Fair Value Measurements
December 31, 2012	Total		Level 1		Level 2		Level 3
Assets:	(In Thousands)
Available-for-Sale Securities
Mortgage-Backed Securities	$	5,755	$	-	$	5,755	$	-
US Government and Agency Obligations		6,126		-		6,126		-
Equity Securities		258		258		-		-
Loans Held-for-Sale		1,837		-		1,837		-

Total	$	13,976	$	258	$	13,718	$	-

	Fair Value Measurements
December 31, 2011	Total		Level 1		Level 2		Level 3
Assets:	(In Thousands)
Available-for-Sale Securities
Mortgage-Backed Securities	$	10,356	$	-	$	10,356	$	-
US Government and Agency Obligations		12,211		-		12,211		-
Equity Securities		183		183		-		-

Total	$	22,750	$	183	$	22,567	$	-

The Company did not record any liabilities at fair market value for which measurement of the fair value was made on a recurring basis at December 31, 2012 and 2011.

The following table presents the Company’s assets and liabilities measured at fair value on a non-recurring basis at December 31, 2012 and 2011:

	Fair Value Measurements
December 31, 2012	Total		Level 1		Level 2		Level 3
Assets:	(In Thousands)
Impaired Loans, Net of Allowance	$	1,361	$	-	$	-	$	1,361
Other Real Estate Owned		632		-		632		-

Total	$	1,993	$	-	$	632	$	1,361

	Fair Value Measurements
December 31, 2011	Total		Level 1		Level 2		Level 3
Assets:	(In Thousands)
Impaired Loans, Net of Allowance	$	947	$	-	$	-	$	947
Other Real Estate Owned		532		-		532		-

Total	$	1,479	$	-	$	532	$	947

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 15. Employee Benefits

The Bank has a 401(k) plan covering all employees who meet certain age and service requirements. Contributions to the plan are made at the discretion of the Board of Directors. The 401(k) expense amounted to approximately $18,000, $13,000 and $14,000 for the years ended December 31, 2012, 2011 and 2010, respectively. The plan contains profit sharing provisions, with employer contributions to the plan based on a percentage of wages, net of forfeitures. There was no profit sharing contribution during 2012, 2011 or 2010.

The Bank adopted a Supplemental Executive Retirement Plan (“SERP”) during 2006 for its Chief Executive Officer. The agreement requires the Bank’s Chief Executive Officer to remain employed by the Bank through January 15, 2013 in exchange for retirement benefits payable in equal quarterly installments of $25,000 for ten consecutive years. In the event of disability, the Bank’s Chief Executive Officer is entitled to receive equal quarterly installments of $25,000 for ten consecutive years. In the event of termination, other than for disability, the Bank’s Chief Executive Officer is entitled to benefits accrued through that period. In the event of death, benefits will be payable to the Chief Executive Officer’s designated beneficiary. For the years ended December 31, 2012, 2011 and 2010, the Bank accrued $100,000, $95,000 and $91,000, respectively, in accordance with this agreement. The Bank’s future compensation expense for 2013 under this plan is $41,000.

Effective January 15, 2013, the Board of Directors adopted an amendment to the SERP agreement for its Chief Executive Officer which was intended to serve as an inducement to continue his service beyond the age of 65. This amendment increases the annual benefit payable to the Bank’s Chief Executive Officer by $5,000 per annum, beginning January 15, 2014 and ending January 15, 2018. The maximum annual benefit payable to the Chief Executive Officer as a result of this amendment is $125,000, paid in quarterly installments. The Bank’s estimated future compensation expense as a result of this amendment is $50,000 per year.

In March 2007, the Bank implemented a SERP for the benefit of the Bank’s Chief Financial Officer. The Plan provides for annual credits to an accumulation account at the rate of 10% of the Executive’s annual base pay. The account is credited with earnings on an annual basis at a rate determined by the Board of Directors. The Executive will be fully vested (100%) in his Accumulation Account at age 65. The Plan provides for partial vesting when the Executive reaches the “Early Retirement Age” of 55 and remains in the employ of the Bank. Upon reaching the Early Retirement Age, the Executive will be vested 75% in the Accumulation Account. Additional vesting will be credited at the rate of 2.5% per annum for years of service after attaining the Early Retirement Age. Notwithstanding the other provisions of the agreement, the Executive will be 100% vested in the Accumulation Account in the event of death, permanent disability, termination without cause, or termination following a change of control. For the years ended December 31, 2012, 2011 and 2010, the Bank accrued $12,000, $11,600 and $10,100, respectively, in accordance with this agreement in the respective periods.

Note 16. Related Party Transactions

The Bank purchased insurance policies through an insurance agency of which one of its directors is an executive officer. Premiums for such policies totaled $517,000, $427,000 and $535,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 17. Employee Stock Ownership Plan

During 2007, Louisiana Bancorp, Inc. instituted an employee stock ownership plan. The Louisiana Bancorp Employee Stock Ownership Plan (“ESOP”) enables all eligible employees of the Bank to share in the growth of the Company through the acquisition of stock. Employees are generally eligible to participate in the ESOP after completion of one year of service and attaining age 21.

The ESOP purchased eight percent of the shares offered in the initial public offering of the Company (507,659 shares). This purchase was facilitated by a loan from the Company to the ESOP in the amount of $5,077,000. The loan is secured by a pledge of the ESOP shares. The shares pledged as collateral are reported as unearned ESOP shares in the consolidated balance sheets. The corresponding note is being paid back in 80 equal quarterly payments of $130,000 on the last business day of each quarter, beginning September 30, 2007, at the rate of 8.25%. The note payable and the corresponding note receivable have been eliminated for consolidation purposes.

The Company may contribute to the plan, in the form of debt service, at the discretion of its Board of Directors. Dividends received on the ESOP shares are utilized to service the debt. Shares are released for allocation to plan participants based on principal and interest payments of the note. Compensation expense is recognized based on the number of shares allocated to plan participants each year and the average market price of the stock for the current year. Released ESOP shares become outstanding for earnings per share computations.

As compensation expense is incurred, the unearned ESOP shares account is reduced based on the original cost of the stock. The difference between the cost and average market price of shares released for allocation is applied to additional paid-in capital. ESOP compensation expense was approximately $410,000, $392,000, and $371,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

The ESOP shares as of December 31, 2012 and 2011, were as follows:

	2012		2011
Allocated Shares		114,221		88,838
Shares Released for Allocation		25,383		25,383
Unallocated Shares		368,055		393,438

Total ESOP Shares		507,659		507,659

Fair Value of Unallocated Shares	$	6,245,893	$	6,235,992

Stock Price at December 31	$	16.97	$	15.85

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 18. Recognition and Retention Plan

On February 14, 2008, the shareholders of Louisiana Bancorp approved the Company’s 2007 Recognition and Retention Plan. The 2007 Recognition and Retention Plan provides the Company’s directors and key employees with an equity interest in the Company as compensation for their contributions to the success of the Company, and as an incentive for future such contributions. The Compensation Committee of the Company makes grants under the 2007 Recognition and Retention Plan to eligible participants based on these factors. Plan participants vest in their share awards at a rate of 20% per year over a five year period, beginning on the date of the plan share award. If service to the Company is terminated for any reason other than death, disability or change in control, the unvested shares awards shall be forfeited.

The Recognition and Retention Plan Trust (the “Trust”) has been established to acquire, hold, administer, invest, and make distributions from the Trust in accordance with provisions of the Plan and Trust. The Trust acquired 4%, or 253,829 shares, of the then issued and outstanding shares of the Company, which are held pursuant to the plan’s vesting requirements. The Recognition and Retention Plan provides that grants to each officer or employee and non-employee director shall not exceed 25% and 5%, respectively. Shares awarded to non-employee directors in the aggregate shall not exceed 30% of the shares available under the plan. As of December 31, 2012, 240,677 shares had been awarded under the provisions of the plan to directors, officers and employees of the Company.

The Company recognized compensation expense during 2012 at a weighted-average per-share grant date fair value of $11.59. Compensation expense related to the Recognition and Retention Plan was $526,000, $521,000 and $500,000 for the years ended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012, there were 19,752 shares available for future grants under the plan, which includes 6,600 shares that were forfeited by former participants in the plan.

A summary of the changes in the Company’s granted, but nonvested shares, as of December 31, 2012, follows:

	Nonvested Shares
	Shares			Weighted-Average Grant Date Fair Value

Balance - December 31, 2011		94,568		$	11.82
Granted		6,000			16.56
Vested		(44,984	)		11.68
Forfeited		-			-

Balance - December 31, 2012		55,584		$	12.44

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 19. Stock Option Plan

On February 14, 2008, the shareholders of Louisiana Bancorp, Inc. also approved the Company’s 2007 Stock Option Plan. The 2007 Stock Option Plan provides the Company’s directors and key employees with an equity interest in the Company as compensation for their contributions to the success of the Company, and as an incentive for future such contributions. The Compensation Committee of the Company grants options to eligible participants based on these factors. Plan participants vest in their options at a rate of 20% per year over a five year period, beginning on the grant date of the option. Vested options have an exercise period of ten years commencing on the date of grant. If service to the Company is terminated for any reason other than death, disability or change in control, the unvested options shall be forfeited.

Pursuant to the terms of the Stock Option Plan, 634,573 shares, or 10%, of common stock of the Company at the time of the plan’s adoption have been reserved for future issuance. The Stock Option Plan provides that grants to each officer or employee and non-employee director shall not exceed 25% and 5%, respectively. Options granted to non-employee directors in the aggregate shall not exceed 30% of the shares available under the plan.

As of December 31, 2012, options to acquire 609,143 shares of common stock had been granted under the provisions of the plan to directors, officers and employees of the Company, net of options forfeited and vested by former participants in the plan, at a weighted-average exercise price of $12.01.

The Company recognizes compensation expense during the vesting period based on the fair value of the option on the date of grant. The Company awarded 21,000 options to directors, officers, or employees during the year ended December 31, 2012 having an estimated fair value on their grant date of $1.97, as determined by use of the Black-Scholes Option Pricing Model with the following assumptions:

For Options Granted During 2012
Expected Dividend Yield		0.97	%
Expected Volatility		10.71	%
Risk-Free Interest Rate		1.30	%
Expected Life of Option	7.5 Years
Weighted-Average Grant Date Fair Value	$	1.97

The dividend yield is reflective of the Company’s expectations regarding future periods. Actual dividend yields may vary from this assumption. The risk-free interest rate reflects the interpolated rate for a U.S. Treasury security with a term equivalent to the expected life of the options.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 19. Stock Option Plan (Continued)

A summary of the activity in the Stock Option Plan is as follows:

	Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contract Term		Remaining Contract Term		Aggregate Intrinsic Value

Outstanding, December 31, 2011		526,197		$	11.77
Options Granted		21,000			16.56
Options Exercised		(80,149	)		11.62
Options Forfeited		-			-

Outstanding, December 31, 2012		467,048		$	12.01		5.56		5.56 Years	$	2,315,452

Options Exercisable at December 31, 2012		333,412		$	11.76		5.32		5.32 Years	$	1,738,497

A summary of the status of the Company’s nonvested options as of December 31, 2012, and changes during the year ended December 31, 2012, is as follows:

	Shares			Weighted- Average Grant Date Fair Value
Nonvested at December 31, 2011		217,076		$	11.87
Options Granted		21,000			16.56
Options Vested		(104,440	)		11.76
Options Forfeited		-			-

Nonvested at December 31, 2012		133,636		$	12.69

As of December 31, 2012, there was $116,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of 2.47 years. The Company recognizes compensation expense during the vesting period based on the fair value of the option on the date of grant. Compensation expense related to the Stock Option Plan was $238,000, $244,000 and $241,000, respectively, for the years ended December 31, 2012, 2011 and 2010.

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 20. Earnings per Common Share

The Company computes earnings per share in accordance with FASB ASC 260-10, Earnings per Share. Net income is divided by the weighted-average number of shares outstanding during the year to calculate basic net earnings per common share. Diluted earnings per common share are calculated to give effect to stock options.

	2012		2011		2010
	(Dollars in Thousands, Except per Share Data)
Numerator
Net Income	$	2,507	$	2,117	$	2,558
Effect of Dilutive Securities		-		-		-

Numerator for Diluted Earnings Per Share	$	2,507	$	2,117	$	2,558

Denominator
Weighted-Average Shares Outstanding		2,633,316		2,902,747		3,640,521
Effect of Potentially Dilutive Securities		141,522		125,286		106,056

Denominator for Diluted Earnings Per Share		2,774,838		3,028,033		3,746,577

Earnings Per Share
Basic	$	0.95	$	0.73	$	0.71
Diluted	$	0.90	$	0.70	$	0.69

Cash Dividends Per Share	$	-	$	-	$	-

The following table presents the components of average outstanding shares for purposes of calculating earnings per share:

	2012			2011			2010
Average Common Shares Issued		6,345,732			6,345,732			6,345,732
Average Unearned ESOP Shares		(393,369	)		(418,713	)		(444,134	)
Average Unearned RRP Shares		(82,519	)		(127,228	)		(170,547	)
Average Treasury Shares		(3,236,528	)		(2,897,044	)		(2,090,530	)

		2,633,316			2,902,747			3,640,521

100

Note 21. Condensed Financial Information - Parent Company Only

Financial information pertaining only to Louisiana Bancorp, Inc. is as follows:

LOUISIANA BANCORP, INC.
Condensed Balance Sheets
As of December 31, 2012 and 2011
(Dollars in Thousands)

	2012		2011
Assets
Cash and Cash Equivalents	$	7,469	$	4,144
Certificates of Deposits		82		93
Securities Available for Sale, at Fair Value		834		1,084
Investment in Subsidiary		47,604		51,211
Loan to ESOP		4,371		4,522
Accrued Interest Receivable		3		4
Other Assets		56		410

Total Assets	$	60,419	$	61,468


Liabilities and Shareholders' Equity
Liabilities
Other Liabilities	$	32	$	14

Total Liabilities		32		14

Total Shareholders' Equity		60,387		61,454

Total Liabilities and Shareholders' Equity	$	60,419	$	61,468

101

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 21.

Condensed Financial Information - Parent Company Only (Continued)

LOUISIANA BANCORP, INC.
Statements of Operations
For the Years Ended December 31, 2012, 2011 and 2010
(Dollars in Thousands)

	2012			2011			2010
Income
Interest Income ESOP Loan	$	369		$	380		$	391
Interest Income Investment Securities		37			66			205
Dividend Income from Subsidiary		6,000			6,800			9,882
Other Interest Income		-			1			156

Total Income		6,406			7,247			10,634

Operating Expenses		371			313			302

Income Before Income Taxes and Undistributed Earnings of Subsidiary		6,035			6,934			10,332

Federal Income Tax Benefit		(4	)		(49	)		(142	)

Equity in Undistributed Earnings of Subsidiary		(3,524	)		(4,768	)		(7,632	)

Net Income	$	2,507		$	2,117		$	2,558

102

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 21.

Condensed Financial Information - Parent Company Only (Continued)

LOUISIANA BANCORP, INC.
Statements of Cash Flows
For the Years Ended December 31, 2012, 2011 and 2010
(Dollars in Thousands)

	2012			2011			2010
Cash Flows from Operating Activities
Net Income	$	2,507		$	2,117		$	2,558
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Equity in Undistributed Income of Subsidiaries		3,524			4,768			7,632
Net Increase in Recognition and Retention Plan Shares Earned		525			514			514
Stock Option Plan Expense		238			244			242
Net Discount Accretion		(1	)		(2	)		(11	)
Deferred Income Tax Benefit		(31	)		(30	)		(16	)
Gain on Sale of Securities		-			-			(150	)
Decrease in Accrued Interest Receivable		2			2			52
Decrease (Increase) in Other Assets		20			(300	)		(46	)
Increase (Decrease) in Due to Subsidiary		361			(101	)		(1	)
Increase (Decrease) in Other Liabilities		6			3			(5	)

Net Cash Provided by Operating Activities		7,151			7,215			10,769

Cash Flows from Investing Activities
Purchases of Certificates of Deposit		-			(16	)		(77	)
Purchases of Investment Securities - Available-for-Sale		-			(1,683	)		-
Proceeds from Maturities of Certificates of Deposit		11			110			822
Proceeds from Maturities of Securities Available-for-Sale		298			1,914			1,097
Proceeds from Sales of Securities Available-for-Sale		-			-			5,135
Repayments of ESOP Loan by Subsidiary		151			139			128

Net Cash Provided by Investing Activities		460			464			7,105

Cash Flows from Financing Activities
Purchase of Treasury Stock		(5,217	)		(5,965	)		(16,628	)
Proceeds from Exercise of Stock Options		931			-			93

Net Cash Used in Financing Activities		(4,286	)		(5,965	)		(16,535	)

Net Increase (Decrease) in Cash and Cash Equivalents		3,325			1,714			1,339

Cash and Cash Equivalents, Beginning of Year		4,144			2,430			1,091

Cash and Cash Equivalents, End of Year	$	7,469		$	4,144		$	2,430

103

LOUISIANA BANCORP, INC.

Notes to Consolidated Financial Statements

Note 22.

Plan of Reorganization and Stock Issuance

As disclosed in Note 1, on March 16, 2007, Bank of New Orleans completed its reorganization to a federally-chartered stock savings bank and formed Louisiana Bancorp, Inc. to serve as the stock holding company for the Bank. In connection with the reorganization, the Company sold 6,345,732 shares of its common stock at $10.00 per share. The Company’s ESOP purchased 507,659 shares, financed by a loan from the Company. The net proceeds from the sale of this stock were approximately $62,126,000, and the cost associated with the stock conversion was approximately $1,300,000.

As part of the Conversion, the Bank established a liquidation account in an amount equal to the net worth of the Bank as of the date of the latest consolidated balance sheet distributed in connection with the Conversion. The liquidation account is maintained for the benefit of eligible account holders and supplemental eligible account holders who maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that such account holders have reduced their qualifying deposits as of each anniversary date. Subsequent increases will not restore an account holder’s interest in the liquidation account. In the event of a complete liquidation, each eligible account holder will be entitled to receive balances for accounts then held.

Note 23.

Subsequent Events

In accordance with FASB ASC 855, Subsequent Events, the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the financial statements. The effect of all subsequent events that provide additional evidence of conditions

that existed at the balance sheet date are recognized in the financial statements as of December 31, 2012. In preparing these financial statements, the Company evaluated the events and transactions that occurred through the date these financial statements were issued. Details of an amendment to the SERP agreement that was made subsequent to December 31, 2012 are discussed in Note 15. There were no other material subsequent events that required recognition or additional disclosure in these financial statements.

104

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Not Applicable.

Item 9A. Controls and Procedures.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2012. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the fourth fiscal quarter of 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities and Exchange Act of 1934 Rules 13(a)-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“GAAP”). An adequate system of internal control encompasses the processes and procedures that have been established by management to, among other things:

·	Maintain records that accurately reflect the Company’s transactions;

·	Prepare financial statements and footnote disclosures in accordance with GAAP that can be relied upon by external users;

·	Prevent and detect unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect of the financial statements.

Management, including the chief executive officer and chief financial officer, conducted an evaluation of the effectiveness of the Company’s controls over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation under the framework in Internal Control – Integrated Framework, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.

This annual report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report is not required to be subject to attestation by the Company’s registered public accounting firm.

105

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required herein is incorporated by reference from the information to be contained in the sections captioned “Information with Respect to Nominees for Director, Continuing Directors and Executive Officers” and “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management – Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s definitive proxy statement for the 2013 Annual Meeting of Stockholders to be held on May 7, 2013 (the “Proxy Statement”).

The Company has adopted a Code of Conduct and Ethics that applies to its principal executive officer and principal financial officer, as well as other officers and employees of the Company and the Bank. A copy of the Code of Ethics is available on the Company's website at www.bankofneworleans.com.

Item 11. Executive Compensation.

The information required herein is incorporated by reference from the information to be contained in the sections captioned “Management Compensation” in the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required herein regarding the Security Ownership of Certain Beneficial Owners and Management is incorporated by reference from the information to be contained in the section captioned “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management” in the Proxy Statement.

Equity Compensation Plan Information. The following table provides information as of December 31, 2012 with respect to shares of common stock that may be issued under our existing equity compensation plans, which consist of the 2007 Stock Option Plan and 2007 Recognition and Retention Plan, both of which were approved by our shareholders.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		522,632	(1)	$	12.01	(2)		99,278
Equity compensation plans not approved by security holders		- -			- -			- -
Total		522,632		$	12.01			99,278

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______________________________

(Footnotes from preceding page)

(1)	Includes 55,584 shares subject to restricted stock grants which were not vested as of December 31, 2012.

(2)	The weighted-average exercise price excludes such restricted stock grants.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required herein is incorporated by reference from the information to be contained in the sections captioned “Management Compensation – Related Party Transactions” and “Information with Respect to Nominees for Director, Continuing Directors and Executive Officers” in the Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required herein is incorporated by reference from the information to be contained in the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Two) – Audit Fees” in the Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) (1) The following financial statements are incorporated by reference from Item 8 hereof:

Consolidated Statements of Financial Condition as of December 31, 2012 and 2011

Consolidated Statements of Income for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010

Notes to Consolidated Financial Statements

(2) All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

(3) Exhibits

The following exhibits are filed as part of this Form 10-K and this list includes the Exhibit Index.

No.	Description	Location
3.1	Articles of Incorporation of Louisiana Bancorp, Inc.	(1)
3.2	Bylaws of Louisiana Bancorp, Inc.	(1)
4.0	Form of Common Stock Certificate of Louisiana Bancorp, Inc.	(1)
10.1	Amended and Restated Supplemental Executive Retirement Plan with Lawrence J. LeBon, III*	(2)
10.2	Amended and Restated Supplement Executive Retirement Plan with John LeBlanc*	(3)
10.3	Amended and Restated Directors Deferred Compensation Plan*	(3)
10.4	Amended and Restated Employment Agreement between Louisiana Bancorp, Inc. and Lawrence J. LeBon, III*	(3)
10.5	Amended and Restated Employment Agreement between Bank of New Orleans and Lawrence J. LeBon, III*	(3)
10.6	Amended and Restated Employment Agreement between Louisiana Bancorp, Inc. and John LeBlanc*	(3)
10.7	Amended and Restated Employment Agreement between Bank of New Orleans and John LeBlanc*	(3)
10.8	Employment Agreement between Bank of New Orleans and C. Holly Callia	(4)
10.8	2007 Stock Option Plan*	(5)
10.9	2007 Recognition and Retention Plan and Trust Agreement*	(5)
22.0	Subsidiaries of the Registrant – Reference is made to “Item 1. Business - Subsidiaries” of this Form 10-K for the required information	--
23.1	Consent of LaPorte, A Professional Accounting Corporation	Filed herewith
31.1	Certification of Chief Executive Officer	Filed herewith
31.2	Certification of Chief Financial Officer	Filed herewith
32.0	Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer	Filed herewith

_______________________

*	Denotes management compensation plan or arrangement.

(1)	Incorporated by reference from the Company’s Registration Statement on Form S-1, filed with the SEC on March 21, 2007, as amended, and declared effective on May 14, 2007 (File No. 333-141465).

(2)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated as of January 29, 2013.

(3)	Incorporated by reference from the Company’s Current Report on Form 8-K, dated as of October 28, 2008.

(4)	Incorporated by reference from the Company’s Current Report on Form 8-K, date as of October 25, 2011.

(5)	Incorporated by reference from the Company’s definitive proxy statement for the special meeting of stockholders to be held on February 14, 2008, filed with the SEC on December 28, 2007.

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(b)

Exhibits

The exhibits listed under (a)(3) of this Item 15 are filed herewith.

(c)	Reference is made to (a)(2) of this Item 15.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LOUISIANA BANCORP, INC.

March 26, 2013

By:

/s/ Lawrence J. LeBon, III

Lawrence J. LeBon, III

Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Name	Title	Date
/s/ Lawrence J. LeBon, III Lawrence J. LeBon, III	Chairman of the Board, President and Chief Executive Officer (principal executive officer)	March 26, 2013
/s/ John LeBlanc John LeBlanc	Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer)	March 26, 2013
/s/ Maurice F. Eagan, Jr. Maurice F. Eagan, Jr.	Director	March 26, 2013
/s/ Michael E. Guarisco Michael E. Guarisco	Director	March 26, 2013
/s/ Gordon K, Konrad Gordon K, Konrad	Director	March 26, 2013
/s/ Brian G. LeBon, Sr. Brian G. LeBon, Sr.	Director	March 26, 2013
/s/ Ivan J. Miestchovich Ivan J. Miestchovich	Director	March 26, 2013

110