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, 1998
[ ] 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 October 1, 1998.
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, 1998
and December 31, 1997
Consolidated Statements of Income for the Three Months
and the Nine Months Ended September 30, 1998 and September
30, 1997
Consolidated Statements of Stockholders' Equity
for the Nine Months Ended September 30, 1998 and
September 30, 1997
Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1998 and September 30, 1997
Notes to the Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or
Plan of Operation.
PART II. OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
<PAGE>
[CAPTION]
<TABLE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------ ------------
<S> <C> <C>
ASSETS:
Cash and due from banks:
Non-interest bearing $ 4,944,126 $ 5,807,501
Interest bearing 1,471,997 123,283
------------ ------------
Total cash and due from banks 6,416,123 5,930,784
Federal funds sold 1,125,000 0
Investment securities:
Held-to-maturity(estimated market value of
$33,680,262 in 1998 and $39,371,180 in 1997) 32,867,196 38,727,543
Available-for-sale, at fair value 11,023,863 4,031,005
Equity securities 1,197,750 1,197,850
Loans, less unearned income of $212,982 in 1998 and
$246,813 in 1997; and allowance for loan losses of
$784,783 in 1998 and $676,745 in 1997 115,949,780 106,156,237
Bank premises and equipment, net of accumulated
depreciation 4,084,450 3,947,207
Other real estate owned 74,038 74,038
Accrued interest receivable 1,523,679 1,233,181
Cash surrender value life insurance 708,273 679,925
Other assets 376,435 152,360
------------ ------------
Total Assets $175,346,587 $162,130,130
============ ============
LIABILITIES:
Deposits:
Non-interest bearing 21,795,341 20,568,295
Interest bearing 123,857,811 112,068,906
------------ ------------
Total Deposits $145,653,152 $132,637,201
Securities sold under repurchase agreements 1,830,660 2,133,977
Federal funds purchased 0 1,650,000
Federal Home Loan Bank advances 5,000,000 3,000,000
Accrued Interest Payable 879,286 956,016
Negative Goodwill, net of accumulated amortization
of $2,019,120 in 1998 and $1,833,810 in 1997 1,041,302 1,226,612
Advances from borrowers for taxes & insurance 267,553 370,228
Accrued taxes and other liabilities 1,443,167 2,174,352
------------ ------------
Total Liabilities $156,115,120 $144,148,386
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $2.50 par value per share; 12,000,000
shares authorized; 1,767,064 shares issued and
outstanding in 1998 and 1997 4,417,660 4,417,660
Additional paid-in-capital 3,414,927 3,414,927
Retained earnings 11,335,989 10,110,313
Accumulated other comprehensive income 62,891 38,844
------------ ------------
Total Stockholders' Equity $ 19,231,467 $ 17,981,744
------------ ------------
Total Liabilities and Stockholders' Equity $175,346,587 $162,130,130
============ ============
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $2,514,611 $2,344,965 $7,396,090 $6,619,354
Interest on investment securities:
Taxable interest income 701,110 750,465 2,177,822 2,268,370
Exempt from federal taxes 22,328 19,900 68,813 59,109
Interest on federal funds sold 26,868 1,151 107,315 47,337
---------- ---------- ---------- ----------
Total Interest Income $3,264,917 $3,116,481 $9,750,040 $8,994,170
---------- ---------- ---------- ----------
Interest Expense:
Interest on deposits $1,430,228 $1,275,490 $4,254,063 $3,739,218
Interest on federal funds purchased 6,923 22,631 25,992 28,550
Interest on securities sold under
repurchase agreements 25,409 39,651 93,403 119,620
---------- ---------- ---------- ----------
Total Interest Expense $1,462,560 $1,337,772 $4,373,458 $3,887,388
---------- ---------- ---------- ----------
Net Interest Income $1,802,357 $1,778,709 $5,376,582 $5,106,782
Provision for loan losses 40,000 40,000 120,000 120,000
---------- ---------- ---------- ----------
Net Interest Income After
Provision for Loan Losses $1,762,357 $1,738,709 $5,256,582 $4,986,782
---------- ---------- ---------- ----------
Other Income:
Service charge on deposit accounts 201,106 161,427 542,781 493,782
Income from fiduciary activities 26,986 14,171 60,375 42,628
Insurance premiums and commissions 9,131 9,620 24,287 29,758
Gain/(loss) on sale of mortgage loans 5,304 406 12,237 4,456
Amortization of negative goodwill 58,950 70,810 185,310 222,470
Other 96,587 33,702 279,023 302,426
---------- ---------- ---------- ----------
Total Other Income $ 398,064 $ 290,136 $1,104,013 $1,095,521
---------- ---------- ---------- ----------
Other Expense:
Salaries 639,130 554,864 1,858,554 1,685,964
Employee benefits 78,820 87,108 243,556 247,384
Net occupancy expense 93,223 98,253 283,903 272,394
Equipment expense 140,890 127,944 419,708 337,561
FDIC assessment 10,061 9,110 28,677 27,847
Stationery & supplies 38,188 35,186 95,664 91,224
Other 259,337 270,705 804,753 698,728
---------- ---------- ---------- ----------
Total Other Expenses $1,259,649 $1,183,170 $3,734,815 $3,361,102
---------- ---------- ---------- ----------
Income Before Income Taxes 900,772 845,675 2,625,780 2,721,201
Income Tax Expense 302,220 303,918 887,655 930,009
---------- ---------- ---------- ----------
Net Income $ 598,552 $ 541,757 $1,738,125 $1,791,191
Other Comprehensive Income (Net of Tax):
Unrealized gains/(losses) on securities
available-for-sale 31,609 6,035 24,047 37,868
---------- ---------- ---------- ----------
$ 630,161 $ 547,792 $1,762,172 $1,829,060
========== ========== ========== ==========
Net Income Per Share $.34 $.31 $.98 $1.01
Weighted Average Shares Outstanding 1,769,484 1,767,064 1,769,189 1,767,094
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
ACCUMULATED
PAR RETAINED OTHER COMP.
# SHARES VALUE SURPLUS EARNINGS INCOME TOTAL
----------- ----------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1996 1,764,288 $ 4,410,720 $ 3,395,617 $ 8,715,045 $ 0 $16,521,382
Net comprehensive income:
Net change in unrealized
gains/(losses) on securities
available-for-sale 37,869 37,869
Net income for the 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
---------- ----------- ----------- ----------- ----------- -----------
Balance September 30, 1997 1,767,064 $ 4,417,660 $ 3,414,927 $10,016,394 $ 37,869 $17,886,850
========== =========== =========== =========== =========== ===========
Balance December 31, 1997 1,767,064 $ 4,417,660 $ 3,414,927 $10,110,313 $ 38,844 $17,981,744
Net comprehensive income:
Net change in unrealized
gains/(losses) on securities
available-for-sale 24,047 24,047
Net income for the nine months
ended September 30, 1998 1,738,125 1,738,125
Cash dividend declared
$.29 per share (512,449) (512,449)
---------- ----------- ----------- ----------- ----------- -----------
Balance September 30, 1998 1,767,064 $ 4,417,660 $ 3,414,927 $11,335,989 $ 62,891 $19,231,467
========== =========== =========== =========== =========== ===========
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, 1998 AND 1997
1998 1997
----------- -----------
<S> <C> <C>
Net Income $ 1,738,125 $ 1,791,192
Adjustments to reconcile net income to net cash
provided by (used in):
Operating Activities:
Deferred taxes (58,907) (5,527)
Provision for loan losses 120,000 120,000
Provision for depreciation 339,682 257,543
FHLB stock dividends received (42,200) (41,900)
(Gain) loss on sale of loans (12,237) 5,964
Amortization of investment security premiums, net (30,299) (32,818)
Amortization of valuation adjustment on acquired loans 37,220 55,900
Amortization of valuation adjustment on acquired deposits (680) (9,140)
Amortization of negative goodwill (185,310) (222,470)
(Increase) decrease in accrued interest receivable (290,498) (255,617)
(Increase) decrease in cash surrender value (28,348) (36,993)
(Increase) decrease in other assets (224,074) 26,684
Increase (decrease) in interest payable (76,730) (47,735)
Increase (decrease) in other liabilities (672,278) 138,637
----------- -----------
Net cash provided (used) by operating activities $ 613,466 $ 1,743,720
----------- -----------
Investing Activities
Proceeds from sale of Federal Home Loan Bank stock 42,300 41,500
Purchases of investment securities (10,019,501) (6,049,993)
Proceeds from maturities and paydowns
of investment securities 8,941,336 7,473,435
(Increase) decrease in federal funds sold (1,125,000) 700,000
Net increase in loans (9,938,526) (7,705,129)
Purchases of premises and equipment (476,925) (384,818)
Proceeds from sales of other real estate 0 23,928
------------ -----------
Net cash provided (used) by investing activities $(12,576,316) $(5,901,077)
------------ -----------
Financing Activities
Net increase (decrease) in customer deposits 13,016,631 3,117,394
Net increase (decrease) in short term borrowings (303,317) 966,399
Net invrease (decrease) in federal funds purchased (1,650,000) 0
Net increase (decrease) in Federal Home Loan
Bank Advances 2,000,000 1,750,000
Increase (decrease) in advances from borrowers for
taxes and insurance (102,675) (80,942)
Common stock issued 0 13,514
Cash dividends paid (512,449) (477,108)
------------ -----------
Net cash provided (used) by financing activities $ 12,448,190 $ 5,289,257
------------ -----------
Increase (decrease) in cash and cash equivalents 485,340 1,131,900
Cash and cash equivalents at beginning of period 5,930,784 5,106,485
Cash and cash equivalents at end of period $ 6,416,124 $ 6,238,385
============ ===========
(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, 1998 AND 1997
(Continued)
1998 1997
---------- ----------
<S> <C> <C>
Supplemental Disclosures:
Cash paid for:
Interest on deposits and other borrowing $ 4,450,188 $ 3,935,123
Income taxes $ 874,323 $ 776,771
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
NOTE 1. Presentation. The accompanying consolidated balance sheet for
Britton & Koontz Capital Corporation (the "Company") as of December 31, 1997,
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, 1998,
and September 30, 1997, 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.
Certain 1997 amounts have been reclassified to conform with the 1998
presentation.
NOTE 2. Nonperforming Assets. Nonperforming assets at September 30, 1998 and
December 31, 1997, were as follows:
<S> <C> <C>
09/30/98 12/31/97
-------- --------
(dollars in thousands)
Nonaccrual loans by type
Real estate $ 68 $ 23
Installment 12 6
-------- --------
Total nonaccrual loans 80 29
Loans past due 90 days or more 803 243
-------- --------
Total nonperforming loans 883 272
Other real estate owned (net) 74 74
-------- --------
Total nonperforming assets $ 957 $ 346
======== ========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans held for sale .76% .25%
NOTE 3. Allowance for Loan Losses. The following table reflects the
transactions in the allowance for loan losses for the nine month periods ended
September 30, 1998 and 1997:
09/30/98 09/30/97
-------- --------
(dollars in thousands)
Balance at beginning of year $ 677 $ 623
Provision charged to operations 120 120
Charge-offs (34) (74)
Recoveries 22 20
-------- --------
Net recoveries (charge-offs) (12) (54)
-------- --------
Balance at end of period $ 785 $ 689
======== ========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .67% .67%
<PAGE>
</TABLE>
Item 2: Management's Discussion & Analysis or Plan of Operations.
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,
1998 to the same period in 1997.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, such forward-looking statements are based on numerous assumptions
(some of which may prove to be incorrect) and are subject to risks and
uncertainties which could cause the actual results to differ materially from
the Company's expectations. Forward-looking statements have been and will be
made in written documents and oral presentations of the Company. Such
statements are based on management's beliefs as well as assumptions made by
and information currently available to management. When used in the Company's
documents or oral presentations, the words "anticipate," "estimate," "expect,"
"objective," "projection," "forecast," "goal" and similar expressions are
intended to identify forward-looking statements. In addition to any
assumptions and other factors referred to specifically in connection with such
forward-looking statements, factors that could cause the Company's actual
results to differ materially from those contemplated in any forward-looking
statements include, among others, increased competition, regulatory factors,
economic conditions, changing market conditions, availability or cost of
capital, employee workforce factors, cost and other effects of legal and
administrative proceedings, and changes in federal, state or local legislative
requirements. The Company undertakes no obligation to update or revise any
forward-looking statements, whether they result from changes in actual
results, changes in assumptions or other factors which affect such statements.
DISCLOSURE REGARDING YEAR 2000
The Company is actively addressing concerns regarding the effects that
the year 2000 will have on its computer systems. Conversion to a new core
accounting system took place in August 1998. The system, which is a part of a
three year capital plan to upgrade the Company's information systems, is year
2000 compliant. We are currently evaluating and testing all systems to
determine overall compliance. Management does not expect the cost of
compliance with the year 2000 to have a material effect on the financial
statements of the Company.
DISCLOSURE REGARDING PURCHASE OF TWO UNION PLANTERS BANK OFFICES
The Company filed a Current Report 8-K on November 10, 1998, announcing
the acquisition of the deposit and loan accounts of two Union Planters Bank
Natchez offices. The acquisition is anticipated to occur after December 31,
1998.
Results of Operations
First Nine Months of 1998 Compared to the First Nine Months of 1997
Analysis of Net Income. Net income decreased to $1.74 million or $.98
per share from $1.79 million or $1.01 share. The greater earnings in 1997 was
primarily attributable to a one-time gain of $107 thousand. Other expenses
related to marketing the bank's new electronic banking system, upgrading
information and accounting systems and preparing for year 2000, contributed to
the reduction in net income. Returns on average assets and average equity for
the first nine months of 1998 were 1.35% and 12.32%, respectively, compared to
1.54% and 14.65%, respectively, for the comparable period in 1997.
Analysis of Net-Interest Income. Net interest income for the period
ended September 30, 1998 was $5.4 million, an increase of $270 thousand or 5%
over the same period in 1997. Contributing to the increase in net interest
income is overall growth in earning assets offset by increases in average
deposits. Average loans increased 14% during 1998 moving the ratio of average
loans to earning assets to 71% compared to 68% for 1997. The increase in
volumes resulted in a net volume variance of $657 thousand offset by a $387
thousand variance due to changes in interest rates.
<PAGE>
Provision for Possible Loan Losses. As a result of loan growth and
management's assessment of the loan portfolio, $120 thousand has been added to
the reserve for possible loan losses. An additional $40 thousand is
anticipated to be added in the fourth quarter of 1998.
Non-Interest Income. Excluding a one-time gain recorded in 1997, non-
interest income experienced increases of approximately $115 thousand to $1.1
million. Increases occurred in core business lines, such as service charges
on deposit accounts, internet fees and other retail service fees.
Non-Interest Expense. Non-interest expense increased $374 thousand to
$3.7 million. A portion of the increase was due to a $40 thousand
nonrecurring expense in the first quarter of 1998. A larger share reflects
the cost of upgrades to information systems and marketing expenses related to
electronic banking. Additionally, for increased flexibility and in
preparation for the Year 2000, the Company converted to a new client-server
based core accounting system provided by Phoenix International, Inc.
Pretax Income. The combination of all the above factors produced a
pretax income of $2.63 million for the nine months ended September 30, 1998,
compared to $2.72 million for the same period in 1997. Income tax expense
decreased to $888 thousand from $930 thousand.
Financial Condition
Earning Assets. Earning assets averaged $162.7 million in the first
nine months of 1998, a 10.7% increase over the the same period in 1997. The
growth in average earning assets was due primarily to strong loan growth
funded by solid increases in deposits. Average loans and average non-interest
bearing deposits grew 14% and 21%, respectively.
Asset Quality. Nonperforming assets consist of nonperforming loans and
other real estate owned. Nonperforming loans, totaling $883 thousand at
September 30, 1998, increased $611 thousand from December 31, 1997. The
increase in nonperforming loans includes an increase in nonaccrual loans to
$80 thousand at September 30, 1998, from $29 thousand at December 31, 1997,
and an increase in loans past due ninety days or more of $560 thousand. Other
real estate owned remained stable at $74 thousand. Nonperforming assets as a
percent of loans, net of unearned income, ended September 30, 1998 at .50%, as
compared to .25% at December 31, 1997.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was increased to $785 thousand at September 30, 1998, from $689
thousand at September 30, 1997. The ratio of the allowance for possible loan
losses to loans, net of unearned income and loans held for sale, remained the
same at .64% for September 30, 1998. Management regularly reviews the level
of the allowance for possible loan losses and is of the opinion that it is
adequate at September 30, 1998. The Company's net charge-offs for the first
nine months of 1998 compared to the same period in 1997 decreased to $12
thousand from $54 thousand. Note 3 to the financial statements presents a
comparison of the activity in this account.
<PAGE>
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 $5.8
million to $32.9 million at September 30, 1998, compared to $38.7 million at
December 31, 1997. Available-for-sale securities reported at fair market
value increased to $11.0 million at September 30, 1998. Equity securities,
comprised of Federal Reserve Bank stock of $239 thousand and Federal Home Loan
Bank stock of $958 thousand, remained stable.
Liquidity. Principal sources of liquidity for the Company are asset
cash flows, customer deposits and the ability to borrow against investment
securities and loans. Principal and interest cash flows from investment
securities exceeded $11.2 million or 6.5% of average assets for the period
ended September 30, 1998. The Company's cash and cash equivalents increased
$485 thousand to $6.4 million at September 30, 1998, compared to $5.9 million
at December 31, 1997. Cash provided by operating and financing activities
increased by $13.1 million, while investing activities used $12.6 million.
Deposits. Deposits increased to $145.7 million at September 30, 1998,
from $132.6 million at December 31, 1997, primarily due to increases in
interest bearing deposits.
Capital. Stockholders' equity increased to $19.2 million at September
30, 1998, from $18.0 million at the end of 1997. The ratio of Stockholders'
equity to assets remained stable at 11%. At September 30, 1998, the Company
maintained a Tier 1 capital to net risk weighted assets ratio of 17.46%, a
total capital to net risk weighted assets ratio of 18.17% and a leverage ratio
of 11.10%. These levels exceed the minimum requirements of the regulatory
agencies of 4.00%, 8.00% and 3.00%, respectively.
PART II. OTHER INFORMATION
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
Annual Report on Form 10-KSB filed with the Commission on
March 31, 1998.
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.
<PAGE>
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.
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 Systems Purchase Agreement dated January 22, 1996, between
Britton & Koontz First National Bank and InterBank Systems,
Inc., incorporated by reference to Exhibit 10.5 to the
Registrant's Annual Report on Form 10-KSB filed with the
commission on March 29, 1996, and Form 10-KSB/A, Amendment
Number 1, filed with the Commission on June 14, 1996
10.6 Independent Contractor Agreement dated January 22, 1996,
between InterBank Systems, Inc. and Summit Research, Inc.,
incorporated by reference to Exhibit 10.6 to the
Registrant's Annual Report on Form 10-KSB filed with the
Commission on March 29, 1996, and Form 10-KSB/A, Amendment
Number 1, filed with the Commission on June 14, 1996
10.7 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
The Company filed a Current Report on Form 8-K, with the
Commission, dated July 31, 1998, under item 5, other events, to
report second quarter 1998 earnings.
The Company filed a Current Report
<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 thereunto duly authorized.
BRITTON & KOONTZ CAPITAL CORPORATION
November 13, 1998 /s/ W. Page Ogden
------------------------------------------
President and Chief Executive Officer
November 13, 1998 /s/ 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
<PAGE>
[CAPTION]
<TABLE>
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
Three Months Ended Nine Months Ended
------------------------- --------------------------
09/30/98 09/30/97 09/30/98 09/30/97
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Basic:
Average shares outstanding: 1,767,064 1,767,064 1,767,064 1,765,651
Net effect of the assumed exercise
of stock options-based on the
treasury stock method using
average stock prices 0 0 0 1,444
--------- --------- ---------- ----------
Total 1,767,064 1,767,064 1,767,064 1,767,095
========= ========= ========== ==========
Net income $598,553 $541,757 $1,738,125 $1,791,192
========= ========= ========== ==========
Net income per share $0.34 $0.31 $0.98 $1.01
========= ========= ========== ==========
Diluted:
Average shares outstanding: 1,767,064 1,767,064 1,767,064 1,765,651
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 2,420 0 2,125 1,444
--------- --------- ---------- ----------
Total 1,769,484 1,767,064 1,769,189 1,767,095
========= ========= ========== ==========
Net income $598,553 $541,757 $1,738,125 $1,791,192
========= ========= ========== ==========
Net income per share $0.34 $0.31 $0.98 $1.01
</TABLE>
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<NAME> BRITTON & KOONTZ FIRST NATIONAL BANK
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