U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange
Act Of 1934 For The Quarterly Period Ended September 30, 1997
[ ] Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
Commission File Number 0-22606
BRITTON & KOONTZ CAPITAL CORPORATION
Mississippi 64-0665423
(State of Incorporation) (IRS Employer
Identification No.)
500 Main Street, Natchez, Mississippi 39120
Telephone: 601-445-5576
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
1,767,064 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of November 14, 1997.
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited).
Consolidated Balance Sheets for September 30, 1997 and
December 31, 1996
Consolidated Statements of Income for the Three and Nine Months
Ended September 30, 1997 and September 30, 1996
Consolidated Statements of Changes in Stockholders' Equity
for the Nine Months Ended September 30, 1997 and
September 30, 1996
Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1997 and September 30, 1996
Notes to the Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or
Plan of Operation.
PART II. OTHER INFORMATION.
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults Upon Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited).
Consolidated Balance Sheets for September 30, 1997 and December 31, 1996
Consolidated Statements of Income for the Three Months and the Nine
Months Ended September 30, 1997 and September 30, 1996
Consolidated Statements of Changes in Stockholders' Equity for the Nine
Months Ended September 30, 1997 and September 30, 1996
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1997 and September 30, 1996
Notes to the Consolidated Financial Statements. These Notes constitute
an integral part of the Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
<S>
September 30, December 31,
1997 1996
ASSETS: ------------ ------------
<C> <C>
Cash and due from banks:
Non-interest bearing $ 4,026,377 $ 4,656,684
Interest bearing 2,212,008 449,801
------------ ------------
Total cash and due from banks 6,238,385 5,106,485
Federal funds sold 0 700,000
Investment securities:
Held-to-maturity (estimated market value
of $38,633,537 in 1997 and $43,595,368 in 1996) 38,040,937 43,412,008
Available-for-sale, at fair value 4,018,208 0
Equity securities 1,198,050 1,197,650
Loans, less unearned income of $261,167 in 1997 and
$252,625 in 1996; and allowance for loan losses of
$688,762 in 1997 and $622,975 in 1996. 102,844,444 95,322,179
Loans held for sale 0 0
Bank premises and equipment net of
accumulated depreciation 3,801,672 3,674,397
Other real estate owned less allowance
for losses of $0 in 1997 & 1996 56,000 78,928
Accrued interest receivable 1,313,728 1,058,111
Cash surrender value of life insurance 671,923 634,930
Other assets 91,398 117,974
------------- -------------
Total Assets $158,274,745 $151,302,662
============= =============
LIABILITIES
Deposits:
Non-interest bearing $ 16,765,472 $ 16,065,133
Interest bearing 112,783,207 110,375,292
------------- ------------
Total deposits 129,548,679 126,440,425
Securities sold under repurchase
agreements 2,630,538 1,664,139
Fed Funds Purchased 3,750,000 2,000,000
Accrued Interest Payable 791,726 839,461
Negative goodwill, net of accumulated amoritization
of $1,766,150 in 1997 and $1,543,680 in 1996 1,294,272 1,516,742
Advances from borrowers for taxes
and insurance 286,792 367,734
Accrued taxes & other liabilities 2,085,888 1,952,779
------------- -------------
Total Liabilities 140,387,895 134,781,280
============= =============
STOCKHOLDER'S EQUITY
Common stock $2.50 par value per share; 12,000,000
shares authorized; 1,767,064 and 1,764,288
shares issued & outstanding in 1997 & 1996 respectively 4,417,660 4,410,720
Additional paid-in-capital 3,414,927 3,395,617
Retained earnings 10,016,394 8,715,045
Net unrealized gain/(loss) on securities available for sale 37,869 0
------------- -------------
Total Stockholders' Equity 17,886,850 16,521,382
------------- -------------
Total Liabilities and Stockholders' Equity $158,274,745 $151,302,662
============= =============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30 September 30
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $2,326,642 $2,074,386 $6,629,774 $6,094,693
Interest on investment securities:
Taxable interest income 750,465 796,899 2,268,370 2,430,619
Exempt from federal taxes 19,900 19,609 59,109 57,737
Interest on federal funds sold 1,151 996 47,337 58,005
---------- ---------- ---------- ----------
Total Interest Income 3,098,158 2,891,890 9,004,590 8,641,054
---------- ---------- ---------- ----------
Interest Expense:
Interest on deposits 1,275,490 1,217,977 3,739,219 3,746,095
Interest on federal funds purchased 22,630 34,281 28,549 34,515
Interest on securities sold under
repurchase agreements 39,652 34,333 119,620 110,358
---------- ---------- ---------- ----------
Total Interest expense 1,337,772 1,286,591 3,887,388 3,890,968
---------- ---------- ---------- ----------
Net Interest Income 1,760,386 1,605,299 5,117,202 4,750,086
Provision for loan losses 40,000 0 120,000 50,000
---------- ---------- ---------- ----------
Net interest income after
Provision for loan Losses 1,720,386 1,605,299 4,997,202 4,700,086
---------- ---------- ---------- ----------
Other Income:
Service charge on deposit accounts 161,427 167,917 493,783 480,622
Income from fiduciary activities 14,171 13,385 42,628 41,323
Insurance premiums and commissions 9,620 7,864 29,758 31,713
Gain/(loss) on sale of ORE 0 0 0 (7,086)
Gain/(loss) on sale of mortgage loans 409 615 (5,964) (399)
Gain/(loss) on sale of securities 0 0 (108) 0
Gain on sale of premises & equipment 0 0 0 100
Amortization of negative goodwill 70,810 84,880 222,470 266,520
Other 33,702 58,466 294,142 195,039
---------- ---------- ---------- ----------
Total other income 290,139 333,127 1,076,709 1,007,832
---------- ---------- ---------- ----------
Other Expense:
Salaries 554,864 601,838 1,685,964 1,629,188
Employee benefits 87,108 63,043 247,384 202,233
Net occupancy expense 98,253 90,035 272,394 261,216
Equipment expense 127,944 119,107 337,561 370,660
FDIC assessment 9,110 286,553 27,847 345,619
Stationery & supplies 35,186 31,462 91,224 95,020
Other real estate expense 380 (1,442) (6,897) (6,053)
Other 252,005 269,923 697,233 787,062
---------- ---------- ---------- ----------
Total other expenses 1,164,850 1,460,519 3,352,710 3,684,945
---------- ---------- ---------- ----------
Income Before Income Taxes 845,675 477,907 2,721,201 2,022,973
Income tax expense 303,918 155,607 930,009 648,163
---------- ---------- ---------- ----------
Net Income $ 541,757 $ 322,300 $1,791,192 $1,374,810
========== ========== ========== ==========
Net Income Per Share $.31 $.18 $1.01 $.78
Weighted Average Shares Outstanding 1,767,064 1,765,800 1,767,095 1,766,170
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
PAR RETAINED
# SHARES VALUE SURPLUS EARNINGS OTHER TOTAL
--------- ---------- ---------- ----------- ------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1995 1,764,288 $4,410,720 $3,395,617 $ 7,564,900 $0 $15,371,237
Net income for nine months
ended September 30, 1996 1,374,810 1,374,810
Cash dividend declared
$.20 per share (352,858) (352,858)
Capital stock issued 0 0 0 0 0
--------- ---------- ---------- ----------- ------- -----------
Balance September 30, 1996 1,764,288 $4,410,720 $3,395,617 $ 8,586,852 $0 $16,393,189
========= ========== ========== =========== ======= ===========
Balance December 31, 1996 1,764,288 $4,410,720 $3,395,617 $ 8,715,045 $0 $16,521,382
Net income for nine months
ended September 30, 1997 1,791,192 1,791,192
Cash dividend declared
$.27 per share (477,107) (477,107)
Capital stock issued 2,776 6,940 19,310 (12,736) 13,514
Net change in unrealized
gain on securities
available for sale, net
of taxes of $22,527 37,869 37,869
--------- ---------- ---------- ----------- ------- -----------
Balance September 30, 1997 1,767,064 $4,417,660 $3,414,927 $10,016,394 $37,869 $17,886,850
========= ========== ========== =========== ======= ===========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
<S> <C> <C>
1997 1996
------------ ------------
CASH FLOW FROM OPERATING ACTIVITIES
Net Income $ 1,791,192 $ 1,374,810
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
(Decrease) in deferred income taxes (5,527) (30,683)
Provision for loan losses 120,000 50,000
Provision for depreciation 257,543 226,068
Federal Home Loan Bank Stock dividends received (41,900) (42,100)
(Gain) loss on sale of other real estate 0 7,086
(Gain) loss on sale of loans 5,964 399
(Gain) loss on sale of securities 108 0
Amortization (accretion) of investment and
mortgage-backed security premiums, net (32,818) 62,306
Amortization of valuation adjustment on
acquired loans 55,900 88,310
Amortization of valuation adjustment on
acquired deposits (9,140) (60,380)
Amortization of negative goodwill (222,470) (266,520)
(Increase) decrease in accrued interest receivable (255,617) (219,359)
(Increase) decrease in cash surrender value (36,993) (27,682)
(Increase) decrease in other assets 26,576 7,992
Increase (decrease) in accrued interest payable (47,735) (88,075)
Increase (decrease) in advances from borrowers for
taxes and insurance (80,942) (82,250)
Increase (decrease) in other payables 138,637 (66,760)
------------ ------------
Net cash provided (used) by operating activities 1,662,778 933,162
============ ============
CASH FLOW FROM INVESTING ACTIVITIES:
Redemption of Federal Home Loan Bank Stock 41,500 29,200
Proceeds from maturities and paydowns
of investment securities 7,473,435 494,515
Purchases of investment securities (6,049,993) 0
(Increase) decrease in federal funds sold 700,000 1,275,000
Net (increase)/decrease in loans (7,705,129) (2,327,737)
Purchases of premises and equipment (384,818) (358,667)
Proceeds from sales of other real estate 23,928 246,450
------------ ------------
Net cash provided (used) by investing activities (5,901,077) (641,239)
============ ============
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in customer deposits 3,117,394 (588,593)
Net increase (decrease) in short-term borrowings 966,399 (268,829)
Net increase (decrease) in Fed Funds Purchased 1,750,000 0
Common Stock issued 13,514 0
Cash dividends paid (477,108) (352,858)
------------ ------------
Net cash provided (used) by financing activities 5,370,199 (1,210,280)
============ ============
NET INCREASE IN CASH AND DUE FROM BANKS 1,131,900 (918,357)
CASH AND DUE FROM BANKS AT BEGINNING OF YEAR 5,106,485 4,702,493
CASH AND DUE FROM BANKS AT END OF PERIOD $ 6,238,385 $ 3,784,136
============ ============
(Continued)
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(Continued)
1997 1996
------------ -------------
Supplemental disclosures:
Cash paid for:
Interest on deposits and other borrowing $ 3,935,123 $ 3,979,043
Income taxes 776,771 784,244
Non-cash investing activities:
Transfers from loans to other real estate owned
acquired through foreclosure 0 35,065
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
Presentation. The accompanying consolidated balance sheet for Britton &
Koontz Capital Corporation (the "Company") as of December 31, 1996, has been
derived from the audited financial statements of the Company for the year then
ended.
The accompanying consolidated financial statements as of September 30, 1997,
and September 30, 1996, are unaudited and reflect all normal recurring
adjustments which, in the opinion of management, are necessary for the fair
presentation of financial position and operating results of the periods
presented.
The Company approved the increase in authorized capital stock from 3,000,000
to 12,000,000 shares along with a 4:1 stock split that was effective for
shareholders of record as of the close of business on April 12, 1997.
Earnings per share and outstanding shares have been restated for all prior
periods.
Nonperforming Assets. Nonperforming assets at September 30, 1997 and December
31, 1996, were as follows:
<TABLE>
<CAPTION>
09/30/97 12/31/96
--------- ---------
(dollars in thousands)
<S> <C> <C>
Nonaccrual loans by type
Real estate $ 0 $ 157
Installment 1 2
Commercial and all other loans 32 75
--------- ---------
Total nonaccrual loans 33 234
Loans past due 90 days or more 216 383
--------- ---------
Total nonperforming loans 249 617
Other real estate owned (net) 56 79
--------- ---------
Total nonperforming assets $ 305 $ 696
========= =========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans held for sale .24% .64%
Allowance for Loan Losses. The following table reflects the transactions in
the allowance for loan losses for the nine month periods ended September 30,
1997 and 1996:
09/30/97 09/30/96
--------- ---------
(dollars in thousands)
Balance at beginning of year $ 623 $ 724
Provision charged to operations 120 50
Charge-offs (74) (103)
Recoveries 20 14
--------- ---------
Net recoveries (charge-offs) (54) (89)
--------- ---------
Balance at end of period $ 689 $ 685
========= =========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .67% .72%
</TABLE>
<PAGE>
Item 2: Management's Discussion and Analysis or Plan of Operation.
This discussion is intended to supplement the consolidated financial
statements, expand on material changes in financial condition since year end
and to compare the operating results for the nine months ended September 30,
1997, to the same period in 1996.
Financial Condition
Total assets increased to $158.3 million at September 30, 1997, from
$151.3 million at year end 1996 due primarily to an increase in loans. Loans,
net of unearned interest and allowance for losses, increased 7.9% to $102.8
million at September 30, 1997, as compared to $95.3 million at December 31,
1996.
Asset Quality. Nonperforming loans at September 30, 1997, decreased
to $249 thousand from $617 thousand at December 31, 1996. This decrease is
shown in the breakdown of nonperforming assets which includes a decrease of
$201 thousand in nonaccrual loans to $33 thousand at September 30, 1997, from
$234 thousand at December 31, 1996. Loans past due ninety days were also less
than at the end of 1996 by $167 thousand due to management's efforts during
the year to emphasize portfolio management. Nonperforming loans as a percent
ofloans, net of unearned income, were .24% at September 30, 1997, as compared
to .64% at December 31, 1996. Other real estate owned decreased to $56
thousand from $79 thousand at December 31, 1996.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was $689 thousand at September 30, 1997, compared to $685 thousand at
September 30, 1996. The ratio of the allowance for possible loan losses to
loans, net of unearned income and loans held for sale, decreased to .67% at
September 30, 1997, from .72% at September 30, 1996. Due to continued loan
growth, management has added $120 thousand to the allowance through September
30, 1997.
Securities. Management determines the classification of its
securities at acquisition. Securities that are deemed to be held to maturity
are accounted for by the amortized cost method. These securities decreased
$5.4 million to $38.0 million at September 30, 1997, compared to $43.4 million
at December 31, 1996. Available-for-sale securities reported at fair market
value increased to $4.0 million at September 30, 1997. Equity securities,
comprised of Federal Reserve Bank stock of $239 thousand and Federal Home Loan
Bank stock of $959 thousand, remained stable.
Liquidity. The Company's cash and cash equivalents increased to $6.2
million at September 30, 1997, compared to $5.1 million at December 31, 1996.
Cash provided by operating and financing activities increased by $1.6 million
and $5.4 million, respectively, while investing activities used $5.9 million.
Deposits. Deposits increased to $129.5 million at September 30, 1997
from $126.4 million at December 31, 1996, primarily due to an increase in
interest-bearing demand deposits.
Capital. Stockholders' equity increased to $17.9 million at
September 30, 1997, from $16.5 million at the end of 1996. The increase is
primarily the result of net income for the nine months ended September 30,
1997 totaling $1.8 million, and a $38 thousand net change in unrealized gains
on securities available for sale. These increases were partially offset by
$477 thousand in semi-annual dividends declared on the common stock. The
ratio of Stockholders' Equity to assets increased to 11.30% at September 30,
1997, compared to 10.92% at the end of 1996, due to the growth in retained
earnings. All capital ratios exceed the ratios required for designation of
the Company as a "well-capitalized" institution under currently applicable
regulatory guidelines.
<PAGE>
The table below presents the Company's risk-based and other capital
ratios as of September 30, 1997, and at year-end 1996.
09/30/97 12/31/96
-------- --------
Tier I Capital $ 17,849 $ 16,521
Tier II Capital 689 623
-------- --------
$ 18,538 $ 17,144
Risk-Weighted Assets $ 93,920 $ 88,071
Ratios:
Total Capital 19.74% 19.47%
Tier I Capital 19.00% 18.76%
Leverage Capital 11.37% 10.96%
Tangible Capital 11.37% 10.96%
Results of Operations
First Nine Months of 1997 Compared to the First Nine Months of 1996
Net income increased 30% to $1.791 million or $1.01 per share from
$1.375 million or $.78 per share. This increase is primarily attributable to
an increase in net interest income resulting from strong loan demand and a
$107 thousand recovery of prior-period interest on non-accrual loans, and a
$257 thousand one-time FDIC assessment made in the third quarter of 1996 to
recapitalize the SAIF fund
The returns on average assets and average equity for the first three
quarters of 1997 were 1.54% and 14.65%, respectively, compared to 1.20% and
11.40%, respectively, for the comparable period in 1996.
Analysis of Net-Interest Income. Net interest income for the period
ended September 30, 1997, was $5.1 million, an increase of 7.7% over the same
period in 1996. Factors contributing to this increase include: the positive
effect of the change in the mix of earning assets from lower-yielding
securities to higher-yielding loans; growth in average earning assets,
particularly loans; and a higher yield on earning assets. The above factors
produced an increase in net interest margin from 4.36% to 4.64%.
Provision for Loan Losses. The provision for loan losses increased
to $120 thousand in the first three quarters of 1997, compared to $50 thousand
during the same period in 1996. The table reflecting a reduction in non-
performing loans might suggest the need for a possible reduction or at least a
leveling off of the provision. However, management has continued to provide
for increases in possible loan losses due to the loan growth the Company has
experienced in 1997.
Non-Interest Income. Non-interest income increased to $1.1 million
for the nine month period ended September 30, 1997, from $1.0 million for the
same period in 1996. This increase is primarily attributable to the recovery
of prior-period interest income of $107 thousand on nonaccrual loans. Fees
from core business lines, primarily service charges on deposit accounts,
internet service providership fees and other retail service fees, grew
modestly but were offset by a reduction in the amortization of negative
goodwill from $267 thousand to $222 thousand.
Non-Interest Expense. Non-interest expense decreased to $3.4 million
through September 30, 1997, from $3.7 million during the same period of 1996.
The period ended September 30, 1996 included a one-time assessment of $257 for
the recapitalization of the SAIF fund along with $61 thousand in expense for
development of electronic banking capabilities.
<PAGE>
Pretax Income. The combination of all the above factors produced a
pretax income of $2.7 million for the nine months ended September 30, 1997,
compared to $2.0 million for the same period in 1996. Income taxes for the
nine months ended September 30, 1997, were $930 thousand compared to $648
thousand for the same period in 1996.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Restated Articles of Incorporation of Britton & Koontz
Capital Corporation, incorporated by reference to Exhibit
4.1 to Registrant's Registration Statement on Form S-8,
Registration No. 333-20631, filed with the Commission on
January 29, 1997.
3.2 By-Laws of Britton & Koontz Capital Corporation, as
amended, incorporated by reference to Exhibit 3.2 to
Registrant's Current Report on Form 8-A filed with the
Commission on October 13, 1993.
4.1 Certain provisions defining the rights of Shareholders are
found in the Articles of Incorporation and By-Laws of
Britton & Koontz Capital Corporation. See Exhibits 3.1 and
3.2, above.
4.2 Shareholder Rights Agreement dated June 1, 1996, between
Britton & Koontz Capital Corporation and Britton & Koontz
First National Bank, as Rights Agent, incorporated by
reference to Exhibit 4.3 to Registrant's Registration
Statement on Form S-8, Registration No. 333-20631, filed
with the Commission on January 29, 1997.
10.1 Employment Agreement dated December 31, 1996, between
Britton & Koontz First National Bank and W. Page Ogden,
incorporated by reference to Exhibit 10.1 to Registrant's
Annual Report on Form 10-KSB filed with the Commission on
March 28, 1997.
10.2 Employment Agreement dated December 31, 1996, between
Britton & Koontz First National Bank and Bazile R. Lanneau,
Jr., incorporated by reference to Exhibit 10.2 to
Registrant's Annual Report on Form 10-KSB filed with the
Commission on March 28, 1997.
10.3 Employment Agreement dated January 1, 1996, between Britton
& Koontz First National Bank and James J. Cole, incorporated
by reference to Exhibit 10.3 to Registrant's Annual Report
on Form 10-KSB filed with the Commission on March 29, 1996.
<PAGE>
10.4 Salary Continuation Agreements dated September 26, 1994,
between Britton & Koontz First National Bank and W. Page
Ogden, Bazile R. Lanneau, Jr. and James J. Cole,
incorporated by reference to Exhibit 10 to Registrant's
Quarterly Report on Form 10-QSB filed with the Commission on
November 14, 1994.
10.5 Britton & Koontz Capital Corporation Long-Term Incentive
Plan and Amendment, incorporated by reference to Exhibit 4.4
to Registrant's Registration Statement on Form S-8,
Registration No. 333-20631, filed with the Commission on
January 29, 1997.
11 Statement re: computation of per share earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K, dated July 23, 1997, was filed by the
Registrant with the Commission under Item 5, Other Events. The
report was filed to report second quarter 1997 earnings.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
BRITTON & KOONTZ CAPITAL CORPORATION
November 14, 1997 /s/ W. Page Ogden
-----------------------------
W. Page Ogden
President and Chief Executive
Officer
November 14, 1997 /s/ Bazile R. Lanneau, Jr.
-----------------------------
Bazile R. Lanneau, Jr.
Vice President and
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Item
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September September
1997 1996 1997 1996
_____________________ ______________________
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding: 1,767,064 1,764,288 1,765,651 1,764,288
Net effect of the assumed exercise
of stock options-based on the
treasury stock method using
average stock prices 0 1,512 1,444 1,882
_________ _________ __________ __________
Total 1,767,064 1,765,800 1,767,095 1,766,170
========= ========= ========== ==========
Net income $541,757 $322,300 $1,791,192 $1,374,810
========= ========= ========== ==========
Net income per share $0.31 $0.18 $1.01 $0.78
========= ========= ========== ==========
Fully Diluted:
Average shares outstanding: 1,767,064 1,764,288 1,765,651 1,764,288
Net effect of the assumed exercise
of stock options based on the
treasury stock method using
average market price or period
end market price, whichever is higher 0 1,542 1,444 1,928
_________ _________ __________ __________
Total 1,767,064 1,765,830 1,767,095 1,766,216
========= ========= ========== ==========
Net income $541,757 $322,300 $1,791,192 $1,374,810
========= ========= ========== ==========
Net income per share $0.31 $0.18 $1.01 $0.78
========= ========= ========== ==========
</TABLE>
<TABLE> <S> <C>
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<NAME> BRITTON AND KOONTZ CAPITAL CORPORATION
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