-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FY0HWarjcexptT+pTeKksoOZkltBAjwnmMEZ1RwhQdyQdrysw0JAtWbEOuAdQyAf ulQU3fy4BuvjF8gg0CiY7g== 0000948688-01-500003.txt : 20010516 0000948688-01-500003.hdr.sgml : 20010516 ACCESSION NUMBER: 0000948688-01-500003 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 001-11826 FILM NUMBER: 1636191 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 10QSB 1 tenmar.txt MIDSOUTH BANCORP, INC. MARCH 31, 2001 FORM 10-QSB UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10QSB __X___QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended............. March 31, 2001 ______TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ..... to ..... COMMISSION FILE NUMBER 2-91-000FW MIDSOUTH BANCORP, INC. Louisiana 72 -1020809 102 Versailles Boulevard, Lafayette, Louisiana 70501 (318) 237-8343 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES __X__ NO _____ State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Outstanding as of March 31, 2001 Common stock, $.10 par value 2,520,228 Transitional Small Business Disclosure Format: Yes _______ No ___X___ Page 1 Page 2 PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Page Financial Highlights 3 Statements of Condition - March 31, 2001 and December 31, 2000 4 Statements of Income - Three Months Ended March 31, 2001 and 2000 and Year Ended December 31, 2000 5 Statement of Stockholders' Equity - Three Months Ended March 31, 2001 6 Statements of Cash Flows - Three Months Ended March 31, 2001 and 2000 7 Notes to Financial Statements 8 Item 2. Management's Discussion and Analysis 9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 16 Signatures 17
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES FINANCIAL HIGHLIGHTS (UNAUDITED) Three Months Ended Year-ended March 31, December 31, EARNINGS DATA 2001 2000 2000 (FN1) ______________________________________________________ Net interest income $3,883,183 $3,472,727 $14,661,950 Provision for loan losses 323,100 216,962 897,038 Non-interest income 1,183,216 1,037,270 4,582,995 Non-interest expense 3,703,868 3,588,791 14,501,566 Provision for income tax 244,254 155,976 951,204 Net income 795,177 548,268 2,895,137 Preferred dividend requirement 30,293 38,059 246,024 Income available to common shareholders $764,884 $510,209 $2,649,113 =========================================================================================== PER COMMON SHARE DATA Basic earnings per share $0.31 $0.21 $1.07 Diluted earnings per share $0.27 $0.18 $0.95 Book value at end of period $7.60 $6.09 $7.16 Market price at end of period $9.99 $8.75 $8.63 Market price of preferred stock at end of period $28.09 $26.25 $25.00 Weighted average shares outstanding Basic 2,492,196 2,470,551 2,487,187 Diluted 2,924,741 2,964,655 2,922,811 =========================================================================================== AVERAGE BALANCE SHEET DATA Total assets $333,639,134 $280,297,144 $294,793,847 Earning assets 305,205,906 254,271,309 268,500,977 Loans and leases 203,571,189 171,516,801 184,300,672 Interest-bearing deposits 234,087,871 195,751,863 204,155,077 Total deposits 304,311,712 257,107,157 267,868,162 Common stockholders' equity 18,315,898 14,619,601 15,570,370 Total stockholders' equity 20,177,233 16,796,089 17,588,964 =========================================================================================== SELECTED RATIOS Return on average assets (annualized) 0.97% 0.78% 0.98% Return on average common equity (annualized) 16.94% 14.00% 17.70% Return on average total equity (annualized) 15.98% 13.09% 16.46% Leverage capital ratio (FN2) 8.09% 6.29% 6.06% Tier 1 risk-based capital ratio 12.05% 9.36% 8.54% Total risk-based capital ratio 13.12% 10.40% 9.55% Allowance for loan losses as a % of total loans 1.19% 1.12% 1.11% ========================================================================================================= PERIOD ENDING BALANCE SHEET DATA 3/31/01 3/31/00 Net Change % Change Total assets $341,808,240 $284,109,042 $57,699,198 20.31% Earning assets 314,111,598 257,204,936 $56,906,662 22.13% Loans and leases, net 200,072,933 172,555,428 $27,517,505 15.95% Interest-bearing deposits 237,751,855 197,324,171 $40,427,684 20.49% Total deposits 309,327,128 261,386,833 $47,940,295 18.34% Common stockholders' equity 19,162,009 15,122,519 $4,039,490 26.71% Total stockholders' equity 21,023,344 17,299,007 $3,724,337 21.53% ========================================================================================================= (FN1) Financial highlights for December 31, 2000 are taken from the audited financials on that date. (FN2) On February 21, 2001, MidSouth completed the issuance of $7,000,000 of Trust Preferred Securities. For regulatory purposes, these funds qualify as Tier 1 Capital. For financial reporting purposes, these funds are not included in stockholders' equity under generally accepted accounting principles.
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CONDITION ================================================================================= March 31, December 31, 2001 2000 * ASSETS (unaudited) _____________ _____________ Cash and due from banks $13,687,769 $15,698,538 Federal funds sold 15,500,000 34,100,000 _____________ _____________ Total cash and cash equivalents 29,187,769 49,798,538 Interest bearing deposits in banks 400,862 68,682 Securities available-for-sale, at fair value (cost of $71,250,289 in March 2001 and $ in December 2000) 72,123,365 53,969,626 Securities held-to-maturity (estimated market value of $24,907,794 in March 2001 and $ in December 2000) 23,610,283 23,611,057 Loans, net of allowance for loan losses of $2,404,155 in March 2001 and $2,276,187 in December 2000 200,072,933 202,308,673 Bank premises and equipment, net 11,495,373 11,739,575 Other real estate owned, net 411,007 446,046 Accrued interest receivable 2,388,485 2,365,350 Goodwill, net 477,800 493,071 Other assets 1,640,363 1,572,815 _____________ _____________ Total assets $341,808,240 $346,373,433 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Non-interest bearing $71,575,273 $75,151,653 Interest bearing 237,751,855 244,395,552 _____________ _____________ Total deposits 309,327,128 319,547,205 Securities sold under repurchase agreements 544,893 997,616 Accrued interest payable 1,096,333 1,007,302 Long-term notes payable 2,158,397 4,650,968 Junior subordinated deferrable interest debenture 7,000,000 - Other liabilities 658,145 307,964 _____________ _____________ Total liabilities 320,784,896 326,511,055 Commitments and contingencies - - Stockholders' Equity: Preferred Stock, no par value, $14.25 stated value - 5,000,000 shares authorized, 130,620 issued and outstanding on March 31, 2001 and December 31, 2000 1,861,335 1,861,335 Common stock, $.10 par value- 5,000,000 shares authorized, 2,520,228 and 2,515,166 issued and outstanding on March 31, 2001 and December 31, 2000, respectively 252,023 251,517 Surplus 11,180,791 11,147,534 Unearned ESOP shares (176,614) (185,127) Unrealized gains on securities available- for-sale, net of deferred taxes of $308,070 in March 2001 and $62,900 in December 2000 565,005 85,200 Retained earnings 7,340,804 6,701,919 _____________ _____________ Total stockholders' equity 21,023,344 19,862,378 _____________ _____________ Total liabilities and stockholders' equity $341,808,240 $346,373,433 ============= ============= * The consolidated statement of condition at December 31, 2000 is taken from the audited balance sheet on that date. See notes to unaudited consolidated financial statements.
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended Year Ended March 31, December 31, 2001 2000 2000 * (unaudited) ____________________________ ____________ INTEREST INCOME: Loans, including fees $5,277,167 $4,392,800 $19,440,991 Securities Taxable 868,840 858,853 3,445,594 Nontaxable 356,400 288,134 1,231,074 Federal funds sold and other interest income 265,773 52,238 331,456 ___________ ___________ ____________ TOTAL 6,768,180 5,592,025 24,449,115 ___________ ___________ ____________ INTEREST EXPENSE: Deposits 2,716,647 2,021,987 9,180,999 Securities sold under repurchase agreements, federal funds purchased and advances 10,768 24,098 259,399 Long term debt 157,582 73,213 346,767 ___________ ___________ ____________ TOTAL 2,884,997 2,119,298 9,787,165 ___________ ___________ ____________ NET INTEREST INCOME 3,883,183 3,472,727 14,661,950 PROVISION FOR LOAN LOSSES 323,100 216,962 897,038 ___________ ___________ ____________ NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,560,083 3,255,765 13,764,912 ___________ ___________ ____________ OTHER OPERATING INCOME: Service charges on deposits 792,962 740,885 3,234,954 Gains on securities, net - 1,770 16,126 Credit life insurance 66,618 57,294 271,875 Other charges and fees 323,636 237,321 1,060,040 ___________ ___________ ____________ TOTAL OTHER INCOME 1,183,216 1,037,270 4,582,995 ___________ ___________ ____________ OTHER EXPENSES: Salaries and employee benefits 1,761,476 1,654,237 6,830,062 Occupancy expense 829,758 780,532 3,261,020 Other 1,112,634 1,154,022 4,410,484 ___________ ___________ ____________ TOTAL OTHER EXPENSES 3,703,868 3,588,791 14,501,566 ___________ ___________ ____________ INCOME BEFORE INCOME TAXES 1,039,431 704,244 3,846,341 PROVISION FOR INCOME TAXES 244,254 155,976 951,204 ___________ ___________ ____________ NET INCOME $795,177 $548,268 2,895,137 PREFERRED DIVIDEND REQUIREMENT 30,293 38,059 246,024 ___________ ___________ ____________ INCOME AVAILABLE TO COMMON SHAREHOLDERS $764,884 $510,209 $2,649,113 =========== =========== ============ BASIC EARNINGS PER COMMON SHARE $0.31 $0.21 $1.07 =========== =========== ============ DILUTED EARNINGS PER COMMON SHARE $0.27 $0.18 $0.95 =========== =========== ============ * The consolidated statement of income at December 31, 2000 is taken from the audited income statement of that date. See notes to unaudited consolidated financial statements.
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY FOR QUARTER ENDED MARCH 31, 2001 (UNAUDITED) ==================================================================================================================================== UNREALIZED (GAINS) LOSSES ON SECURITIES PREFERRED STOCK COMMON STOCK ESOP AVAILABLE- RETAINED SHARES AMOUNT SHARES AMOUNT SURPLUS OBLIGATION FOR-SALE EARNINGS TOTAL _____________________ ____________________ ___________ __________ __________ __________ ___________ BALANCE, JANUARY 1, 2001 130,620 $1,861,335 2,515,166 $251,517 $11,147,534 ($185,127) $85,200 $6,701,919 $19,862,378 Issuance of common stock 5,062 506 33,257 33,763 Dividends on common stock (125,999) (125,999) Dividends on preferred stock (30,293) (30,293) Net income 795,177 795,177 Increase in ESOP obligation, net of repayments 8,513 8,513 Net change in unrealized gain/ loss on securities available-for-sale, net of tax 479,805 479,805 _______ __________ _________ ________ ___________ _________ ________ __________ ___________ BALANCE, MARCH 31, 2001 130,620 $1,861,335 2,520,228 $252,023 $11,180,791 ($176,614) $565,005 $7,340,804 $21,023,344 ======= ========== ========= ======== =========== ========= ======== ========== =========== See notes to unaudited consolidated financial statements.
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2001 and 2000 ========================================================================================= March 31,2001 March 31, 2000 _____________ ______________ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $795,177 $548,268 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 341,664 332,219 Provision for loan losses 323,100 216,962 Provision for deferred income taxes 10,778 4,548 Discount accretion, net 16,777 20,719 Gain on sale of premises and equipment (2,700) (5,088) Loss on sale of other real estate owned 10,011 - Write-down of other real estate owned 22,417 93,000 Change in accrued interest receivable (23,135) (194,089) Change in accrued interest payable 89,031 75,040 Other, net 26,685 60,888 _____________ ______________ NET CASH PROVIDED BY OPERATING ACTIVITIES 1,609,805 1,152,467 _____________ ______________ CASH FLOWS FROM INVESTING ACTIVITIES: Net (increase) decrease in interest-bearing deposits in banks (332,180) 280,811 Proceeds from sales of securities available- for-sale - 661,030 Proceeds from maturities and calls of securities available-for-sale 4,959,417 1,995,674 Purchases of securities available-for-sale (22,404,184) (6,099,358) Purchases of securities held-to-maturity - (1,443,671) Loan originations, net of repayments 1,853,875 (4,261,824) Purchases of premises and equipment (82,191) (595,663) Proceeds from sales of premises and equipment 2,700 6,000 Proceeds from sales of other real estate owned 69,889 16,875 _____________ ______________ NET CASH USED IN INVESTING ACTIVITIES (15,932,674) (9,440,126) _____________ ______________ CASH FLOWS FROM FINANCING ACTIVITIES: Net (decrease) increase in deposits (10,220,077) 9,696,627 Net (decrease) increase in securities sold under repurchase agreements and federal funds purchased (452,723) (2,994,114) Issuance of notes payable 20,000 170,000 Repayments of notes payable (2,512,571) (11,707) Proceeds from issuance of common stock 33,763 - Payment of dividends (156,292) (156,665) Issuance of junior subordinated debentures 7,000,000 - _____________ ______________ NET CASH PROVIDED BY FINANCING ACTIVITIES (6,287,900) 6,704,141 _____________ ______________ NET DECREASE IN CASH & CASH EQUIVALENTS (20,610,769) (1,583,518) CASH & CASH EQUIVALENTS AT BEGINNING OF PERIOD 49,798,538 14,487,690 _____________ ______________ CASH & CASH EQUIVALENTS AT END OF PERIOD $29,187,769 $12,904,172 ============= ============== * See notes to unaudited consolidated financial statements. 7
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. STATEMENT BY MANAGEMENT CONCERNING THE REVIEW OF UNAUDITED FINANCIAL INFORMATION The accompanying unaudited consolidated financial statements and notes thereto contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of MidSouth Bancorp, Inc. ("MidSouth") and its subsidiaries as of March 31, 2001 and the results of their operations and their cash flows for the periods presented. The consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in MidSouth's 2000 annual consolidated report and Form 10-KSB. The results of operations for the three months period ended March 31, 2001 are not necessarily indicative of the results to be expected for the entire year. 2. ALLOWANCE FOR LOAN LOSSES An analysis of the activity in the allowance for loan losses is as follows:
Three Months Ended March 31, 2001 2000 __________ __________ Balance at beginning of period $2,276,187 $1,967,326 Provision for loan losses 323,100 216,962 Recoveries 17,008 34,144 Loans charged off (212,140) (255,983) __________ __________ Balance at end of period $2,404,155 $1,962,449 ========== ==========
3. COMPREHENSIVE INCOME Comprehensive income includes net income and other comprehensive income (losses) which, in the case of MidSouth, only includes unrealized gains and losses on securities available-for-sale. Following is a summary of MidSouth's comprehensive income for the three months ended March 31, 2001 and 2000.
2001 2000 __________ _________ Net income $795,177 $548,268 Other comprehensive income (losses), net of tax 479,805 (21,355) __________ _________ Total comprehensive income $1,274,982 $526,913 ========== =========
4. DERIVATIVE INSTRUMENTS Effective January 1, 2001, MidSouth adopted SFAS No. 133. The statement was issued in June 1998 and requires MidSouth to recognize all derivatives as either assets or liabilities in MidSouth's balance sheet and measure those instruments at fair value. If certain conditions are met, a derivative may be specially designated as a hedge. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. MidSouth is not currently engaged in any significant activities with derivatives; therefore, management believes that the impact of the adoption of this Statement is not significant. 5. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE On February 22, 2001 MidSouth issued a $7,000,000 Junior Subordinated Deferrable Interest Debenture. This debenture bears interest at 10.20% and is due in 2031. MANAGEMENT'S DISCUSSION AND ANALYSIS This review should be read in conjunction with MidSouth Bancorp Inc.'s ("MidSouth") consolidated financial statements and accompanying notes contained herein, as well as with MidSouth's 2000 annual consolidated financial statements, the notes thereto and the related Management's Discussion and Analysis. MidSouth Bancorp, Inc. had net income of $795,177 for the first quarter of 2001, an increase of 45% over net income of $548,268 reported for the first quarter of 2000. Income available to common shareholders totaled $764,884 for the first quarter of 2001, compared to $510,209 for the first quarter of 2000. Basic earnings per share were $.31 and $.21 for the quarters ended March 31, 2001 and 2000, respectively. Diluted earnings per share were $.27 for the first quarter of 2001 compared to $.18 for the first quarter of 2000. Earnings improved primarily due to an increase in the volume of earning assets. The volume increase resulted in additional net interest income of $410,456 before loan loss provisions for the first quarter of 2001 compared to the first quarter of 2000. Non-interest income increased $145,946 in quarterly comparison primarily due to increases in insufficient funds fees, third party mortgage loan processing fees, and income from the sale of credit life insurance. The increased non-interest income more than offset an increase of $115,077 in non-interest expenses in quarterly comparison. Non-interest expense increases were recorded primarily in salaries and employee benefits and data processing expense. Total consolidated assets increased $57.7 million or 20%, from $284.1 million at March 31, 2000 to $341.8 million at March 31, 2001. Deposits grew $47.9 million or 18%, from $261.4 million at March 31, 2000 to $309.3 million at March 31, 2001. Substantial deposit growth was recorded primarily in personal money market accounts and personal certificates of deposit. Loans, net of Allowance for Loan Losses ("ALL"), increased $27.5 million or 16%, from $172.5 million in the first quarter of 2000 to $200.0 million in the first quarter of 2001. Provisions for loan losses totaled $323,100 for the three-month period ended March 31, 2001 compared to $216,962 for the three-month period ended in March 31, 2000. Nonperforming loans as a percentage of total loans increased slightly from .12% in March of 2000 to .15% in March of 2001. The increase resulted primarily from the placement of one commercial credit on nonaccrual during the first quarter of 2001. Loans past due ninety days and over increased in quarterly comparison, from $608,680 at March 31, 2000 to $865,667 at March 31, 2001. The ALL represented 334% of nonperforming assets as of March 31, 2001 compared to 280% as of March 31, 2000. MidSouth's leverage ratio was 8.09% at March 31, 2001 1 compared to 6.29% at March 31, 2000. On February 21, 2001, MidSouth completed the issuance of $7,000,000 of Trust Preferred Securities. For regulatory purposes, these funds qualify as Tier 1 Capital. For financial reporting purposes, these securities are not included in stockholders' equity under generally accepted accounting principles, but as a liability for a related debenture. MidSouth's annualized return on average common equity was 16.94% and return on average assets was .97% for the first quarter of 2001. Earnings Analysis Net Interest Income Average earning assets increased 20%, or $50.9 million, from $254.3 million for the three months ended March 31, 2000 to $305.2 million for the three months ended March 31, 2001. The mix of average earning assets remained relatively constant, as loans represented 67.5% of average earning assets in the first quarter of 2000 compared to 67% in the first quarter of 2001. Average loan volume increased $32.0 million, from $171.5 million in the first quarter of 2000 to $203.5 million in the first quarter of 2001. The average yield on loans increased 25 basis points in quarterly comparison, from 10.27% to 10.52% at March 31, 2001. The increase in loan yields resulted primarily from increases in the prime lending ("prime") rate during 2000 prior to decreases in prime during the first quarter of 2001. New York prime rose 75 basis points during 2000 before declining 150 basis points in the first quarter of 2001. Volume increases lessened the impact of declining rates in the loan portfolio in quarterly comparison. Investment volume increased $3.8 million, from $78.8 million at March 31, 2000 to $82.6 million at March 31, 2001. The average taxable-equivalent yield on investments increased 30 basis points, from 6.48% in the first quarter of 2000 to 6.78% in the first quarter of 2001. Additionally, federal funds sold volume increased $15.0 million and yields increased 35 basis points, from 5.33% to 5.68%. Improvement in yields on average earning assets, combined with volume increases resulted in increased interest income of $1,176,155 in quarterly comparison. An average volume increase of $40.8 million in interest- bearing liabilities combined with a 61 basis point increase in the average rate paid resulted in a $765,699 increase in interest expense for the quarter ended March 31, 2001 compared to the quarter ended March 31, 2000. Included in the increase in interest-bearing liabilities is $7,000,000 in trust preferred securities bearing an interest rate of 10.20% issued on February 21, 2001. The average rate paid on interest-bearing deposits increased 57 basis points, from 4.14% at March 31, 2000 to 4.71% at March 31, 2001. The percentage of average interest-bearing deposits to average total deposits increased slightly from 76% to 77% in quarterly comparison. The net effect of changes in the yields and volume of earning assets and interest-bearing liabilities increased net interest income $410,456 in quarterly comparison. The net taxable-equivalent yield on average earning assets decreased 31 basis points, from 5.68% for the quarter ended March 31, 2000 to 5.37% for the quarter ended March 31, 2001. 2 Non-interest Income MidSouth's primary source of non-interest income, service charges on deposit accounts, increased $52,077 for the three months ended March 31, 2001 as compared to the same period in 2000. The increase resulted primarily from an increase in insufficient funds fees. Income from the sale of credit life insurance increased $9,324. Other non- interest income increased $86,315 in quarterly comparison, primarily due to increased third-party mortgage processing fees. Non-interest Expense Non-interest expense increased $115,077 or 3% for the three months ended March 31, 2001 compared to the three months ended March 31, 2000. Increases were recorded in the categories of salaries and employee benefits, occupancy expense and data processing expense. Salaries and employee benefits increased primarily due to new hires to staff a third New Iberia office and to develop that market. The number of full-time equivalent ("FTE") employees increased by 9 from 189 in March 2000 to 198 in March 2001. In addition, group health insurance costs and incentive compensation increased. Occupancy expense increased in the three-month period ended March 31, 2001 compared to the same period of 2000 due to increases in lease expense and building depreciation expense. The increase in lease expense resulted from additional leased space for the Bank's main office in Lafayette. Building depreciation expense increased primarily due to the addition of the third New Iberia office. Increased depreciation and maintenance costs associated with computer software and hardware resulted in increased data processing expenses for the first quarter of 2001 compared to the first quarter of 2000. Balance Sheet Analysis MidSouth ended the first quarter of 2001 with consolidated assets of $341.8 million, a decrease of $4.6 million over the $346.4 million reported for December 31, 2000. Deposits decreased over the three months ended March 31, 2001 by $10.2 million, from $319.5 million at December 31, 2000 to $309.3 million at March 31, 2001. Deposits declined as the majority of a significant short-term deposit of $24.6 million made in December of 2000 was withdrawn in January 2001. Excluding the short-term deposit, MidSouth realized an increase of $14.4 million or approximately 5% in deposits during the first quarter of 2001. Loans decreased $2.1 million from $204.6 million at December 31, 2000 to $202.5 at March 31, 2001. The decrease resulted from payoffs on existing credits, primarily due to business consolidations and mergers and to slower demand in MidSouth's market for the first quarter of 3 2001. Consequently, excess funds were used to purchase additional securities. Purchases of $22.4 million in agency and municipal securities were added to the investment portfolio in the first quarter of 2001. Unrealized gains in the securities available-for-sale portfolio, net of unrealized losses and tax effect, were $565,005 at March 31, 2001, compared to a net unrealized gain of $85,200 at December 31, 2000. These amounts result from interest rate fluctuations and do not represent permanent adjustments of value. Moreover, classification of securities as available- for-sale does not necessarily indicate that the securities will be sold prior to maturity. Capital MidSouth's leverage ratio was 8.09% at March 31, 2001 compared to 6.29% at March 31, 2000. On February 21, 2001, MidSouth completed the issuance of $7,000,000 of Trust Preferred Securities. For regulatory purposes, these funds qualify as Tier 1 Capital. For financial reporting purposes, these securities are not included in stockholders' equity under generally accepted accounting principles, but as a liability for a related debenture. Tier 1 capital to risk- weighted assets was 12.05% and total capital to risk- weighted assets was 13.12% at the end of the first quarter of 2001. At year-end 2000, Tier 1 capital to risk-weighted assets was 8.54% and total capital to risk-weighted assets was 9.55%. 4
Nonperforming Assets and Past Due Loans Table 1 summarizes MidSouth's nonaccrual, past due and restructured loans and nonperforming assets. TABLE 1 Nonperforming Assets and Loans Past Due 90 Days ======================================================== March December March 31, 31, 31, 2001 2000 2000 ======================================================== Nonperforming loans $309,253 $159,726 $213,994 Other real estate owned, net 411,007 446,046 460,088 Other assets repossessed - - 26,373 _____________________________ Total nonperforming assets $720,260 $605,772 $700,455 ============================= Loans past due 90 days or more and still accruing $865,667 $967,721 $608,680 Nonperforming loans as a % of total loans .15% 0.08% 0.12% Nonperforming assets as a % of total loans, other real estate owned and other assets Repossessed 0.36% 0.30% 0.40% ALL as a % of nonperforming assets 333.79% 375.75% 280.17% _____________________________
5 Nonperforming assets were $720,260 as of March 31, 2001, an increase of $114,488 from the $605,772 reported for December 31, 2000 and an increase of $19,805 from the $700,455 reported for March 31, 2000. The increase from year-end 2000 resulted primarily from the addition of one commercial credit to nonaccrual loans. Loans past due 90 days or more increased from $608,680 in March 2000 to $967,721 in December 2000 and decreased to $865,667 as of March 31, 2001. Of the $865,667 in loans past due 90 days or more at March 31, 2001, $136,078 were past due loans reported by the Finance Company. Specific reserves have been established in the ALL to cover potential losses on nonperforming assets. The ALL is analyzed quarterly and additional reserves, if needed, are allocated at that time. Management believes the $2,404,155 in the allowance as of March 31, 2001 is sufficient to cover potential losses in nonperforming assets and in the loan and lease portfolios. Loans classified for regulatory purposes but not included in Table 1 do not represent material credits about which management has serious doubts as to the ability of the borrower to comply with loan repayment terms. 6 Item 6. Exhibits and Reports on Form 8-K Page 16 (a) Exhibits Exihibit Number Document Description _______________ ____________________ 3.1 Amended and Restated Articles of Incorporation of MidSouth Bancorp, Inc. is included as Exhibit 3.1 to the MidSouth's Report on Form 10-K for the year ended December 31, 1993, and is incorporated herein by reference. 3.2 Articles of Amendment to Amended and Restated Articles of Incorporation dated July 19, 1995 are included as Exhibit 4.2 to MidSouth's Registration Statement on Form S-8 filed September 20, 1995 and is incorporated herein by reference. 3.3 Amended and Restated By-laws adopted by the Board of Directors on April 12, 1995 are included as Exhibit 3.2 to Amendment No. 1 to MidSouth's Registration Statement on Form S-4 (Reg. No. 33-58499) filed on June 1, 1995. 10.1 MidSouth National Bank Lease Agreement with Southwest Bank Building Limited Partnership is included as Exhibit 10.7 to the Company's annual report on Form 10-K for the Year Ended December 31, 1992, and is incorporated herein by reference. 10.2 First Amendment to Lease between MBL Life Assurance Corporation, successor in interest to Southwest Bank Building Limited Partnership in Commendam, and MidSouth National Bank is included as Exhibit 10.1 to Report on the Company's annual report on Form 10-KSB for the year ended December 31, 1994, and is incorporated herein by reference. 10.3 Amended and Restated Deferred Compensation Plan and Trust is included as Exhibit 10.3 to the Company's annual report on Form 10-K for the year ended December 31, 1992 and is incorporated herein by reference. 10.4 Employment Agreements with C. R. Cloutier and Karen L. Hail are included as Exhibit 5(c) to MidSouth's Form 1-A and are incorporated herein by reference. 10.6 MidSouth Bancorp, Inc.'s 1997 Stock Incentive Plan is included as Exhibit 4.5 to MidSouth's definitive Proxy Statement filed April 11, 1997, and is incorporated herein by reference. Page 17 10.7 The MidSouth Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan is included as Exhibit 4.6 to MidSouth Bancorp, Inc.'s Form S-3D filed on July 25, 1997 and is incorporated herein by reference. 10.8 Loan Agreements and Master Notes for lines of credit established for MidSouth Bancorp, Inc. and Financial Services of the South, Inc. are included as Exhibit 10.7 of MidSouth's Form 10-QSB filed on August 14, 1997 and is incorporated herein by reference. 11 Computation of earnings per share 99 Junior Subordinated Debentures Interest Debenture issued on February 22, 2001 by MidSouth Bancorp, Inc. is included with this filing. (b) Reports Filed on Form 8-K (none) Signatures In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MidSouth Bancorp, Inc. (Registrant) Date: May 15,2001 ___________ /s/ C. R. Cloutier _______________________________ C. R. Cloutier, President & CEO /s/ Karen L. Hail _______________________________ Karen L. Hail, Executive Vice President & CFO /s/ Teri S. Stelly _______________________________ Teri S. Stelly, Senior Vice President & Controller EX-11 2 epsmar01.txt MIDSOUTH BANCORP, INC. COMPUTATION OF EARNINGS
MIDSOUTH BANCORP, INC. AND SUBSIDIARIES EXHIBIT 11 COMPUTATION OF EARNINGS PER SHARE (Unaudited) FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 AND FOR THE YEAR ENDED DECEMBER 2000 First Quarter First Quarter Year Ended March 31, March 31, December 31, BASIC 2001 2000 2000 ___________ __________ ___________ Earnings: Income applicable to common stock $764,884 $510,209 $2,649,113 =========== ========== =========== Shares: Weighted average number of common shares outstanding 2,492,196 2,470,551 2,487,187 =========== ========== =========== Earnings per common share: Income applicable to common stock $0.31 $0.21 $1.07 =========== ========== =========== DILUTED Earnings: Net income $795,177 $548,268 $2,787,887 =========== ========== =========== Weighted average number of common shares outstanding 2,492,196 2,470,551 2,487,187 Assuming exercise of options, reduced by the number of shares which could have been purchased with the proceeds from exercise of such options at the average issue price 40,946 36,951 29,196 Assuming conversion of preferred stock at a conversion rate of 1 to 2.998 391,599 457,153 406,428 ___________ __________ ___________ Weighted average number of common shares outstanding, as adjusted 2,924,741 2,964,655 2,922,811 =========== ========== =========== Fully diluted earnings per common share $0.27 $0.18 $0.95 =========== ========== ===========
EX-99 3 exhibit.txt MIDSOUTH BANCORP, INC. JUNIOR SUBORDINATED DEF. JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FORM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (C) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR FULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF FULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATE AND OTHER INFORMATION AS MAY BE REQUIRED BY THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. FEBRUARY 22, 2001 10.20% Junior Subordinated Deferrable Interest Debenture of MIDSOUTH BANCORP, INC. MidSouth Bancorp, Inc., a Louisiana corporation (the "Company" which term includes any successor Person under the Indenture hereinafter referred to), for value received promises to pay to State Street Bank and Trust Company of Connecticut, National Association, not in its individual capacity but solely as Institutional Trustee for MidSouth Statutory Trust I (the "Holder") or registered assigns, the principal sum of Seven Million Two Hundred Seventeen Thousand Dollars ($7,217,000) on February 22, 2031, and to pay interest on said principal sum from February 22, 2001, or from the most recent interest payment date (each such date, an "Interest Payment Date") to which interest has been paid or duly provided for, semi-annually (subject to deferral as set forth herein) in arrears on February 22 and August 22 of each year commencing August 22, 2001, at an annual rate equal to 10.20% until the principal hereof shall have become due and payable, and on any overdue principal and (without duplication and to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest at an annual rate equal to 10.20% compounded semi-annually. The amount of interest payable on any Interest Payment Date shall be computed on the basis of a 360-day year of twelve 30-day months. In the event that any date on which interest is payable on this Debenture is not a Business Day, then payment of interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. The interest installment, so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debenture (or one or more Predecessor Securities, as defined in said Indenture) is registered at the close of business on the Record Date for such interest installment, which shall be the close of business on the 15th day next preceding such Interest Payment Date. Any such interest installment not punctually paid or duly provided for shall forthwith cease to be payable to the registered holders on such Record Date and may be paid to the Person in whose name this Debenture (or one or more Predecessor Debenture) is registered at the close of business on a special record date to be fixed by the Trustee for the payment of such defaulted interest, notice whereof shall be given to the registered holders of the Debenture not less that 10 days prior to such special record date, all as more fully provided in the Indenture. The principal of and interest on this Debenture shall be payable at the office or agency of the Trustee (or other paying agent appointed by the Company) maintained for that purpose in any coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made be check mailed to the registered holder at such address as shall appear in the Debenture Register if a request for a wire transfer by such holder has not been received by the Company or by wire transfer to an account appropriately designated by the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debenture is the Institutional Trustee, the payment of the principal of and interest on this Debenture will be made in immediately available funds at such place and to such account as may be designated by the Trustee. So long as no Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without causing an Event of Default, to defer payments of interest on the Debenture by extending the interest payment period on the Debenture at any time and from time to time during the term of the Debenture, for up to 10 consecutive semi-annual periods (each such extended interest payment period, an "Extension Period"), during which Extension Period no interest shall be due and payable. No Extension Period may end on a date other than in Interest Payment Date. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Debenture (together with Additional Interest thereon); provided, however, that no Extension Period may extend beyond the Maturity Date; provided further, however, that during any such Extension Period, the Company shall not and shall not permit any Affiliate to (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's or such Affiliate's capital stock (other than payments of dividends or distributions to the Company) or make any guarantee payments with respect to the foregoing or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any Debenture of the Company or any Affiliate that rank pari passu in all respects with or junior in interest to the Debenture (other than, with respect to clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock pruchase plan or in connection with the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (f) payments under the Capital Securities Guarantee. Prior to the termination of any Extension Period, the Company may further extend such period, provided that such period together with all such previous and further consecutive extensions thereof shall not exceed 10 consecutive semi-annual periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the Company may commence a new Extension Period, subject to the foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company must give the Trustee notice of its election to begin such Extension Period at least one Business Day prior to the earlier of (i) the date interest on the Debenture would have been payable except for the election to begin such Extension Period or (ii) the date such interest is payable, but in any event not less than one Business Day prior to such record date. The indebtedness evidenced by this Debenture is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of Senior Indebtedness, and this Debenture is issued subject to the provisions of the Indenture with respect thereto. Each holder of this Debenture, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each holder hereof, by his or her acceptance hereof, hereby waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. This Debenture shall not be entitled to any benefit under the Indenture hereinafter referred to, be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee. Capitalized terms used and not defined in this Debenture shall have the meanings assigned in the Indenture dated as of the date of this Debenture between the Trustee and the Company. Signatures appear on the following pages -----END PRIVACY-ENHANCED MESSAGE-----