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 June 30, 1999
[ ] 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 July 1, 1999.
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 June 30, 1999
and December 31, 1998
Consolidated Statements of Income for the Three Months
and the Six Months Ended June 30, 1999 and June 30, 1998
Consolidated Statements of Stockholders' Equity
for the Six Months Ended June 30, 1999 and
June 30, 1998
Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 1999 and June 30, 1998
Notes to the Consolidated Financial Statements
<PAGE>
[CAPTION]
<TABLE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CONDITION
JUNE 30, 1999 AND DECEMBER 31, 1998
<S> <C> <C>
June 30, December 31,
1999 1998
ASSETS: ------------ ------------
Cash and due from banks:
Non-interest bearing $ 4,363,129 $ 4,337,900
Interest bearing 160,523 472,727
------------ ------------
Total cash and due from banks 4,523,652 4,810,627
Federal funds sold 0 0
Investment securities:
Held-to-maturity(estimated market value) 32,291,805 30,724,063
Available-for-sale, at fair value 8,539,714 10,923,838
Equity securities 2,104,180 2,187,499
Loans, less unearned income of and allowance
for loan losses 127,768,482 118,285,228
Bank premises and equipment, net of accumulated
depreciation 5,246,951 4,090,692
Premium - Union Planters 1,063,428 0
Other real estate owned 72,538 96,322
Accrued interest receivable 1,455,167 1,371,834
Cash surrender value life insurance 742,661 716,313
Other assets 268,349 367,027
------------ ------------
Total Assets $184,076,927 $173,573,443
============ ============
LIABILITIES:
Deposits:
Non-interest bearing $ 22,185,173 $ 21,681,170
Interest bearing 130,509,625 121,505,227
------------ ------------
Total Deposits 152,694,798 143,186,397
Securities sold under repurchase agreements 1,791,043 2,416,043
Federal funds purchased 6,755,000 5,350,000
Accrued Interest Payable 788,623 951,472
Negative Goodwill, net of accumulated amortization
of $2,180,511 in 1999 and $2,075,441 in 1998 879,911 984,981
Advances from borrowers for taxes & insurance 249,998 357,025
Accrued taxes and other liabilities 1,218,336 1,078,342
------------ ------------
Total Liabilities 164,377,709 154,324,260
------------ ------------
STOCKHOLDERS' EQUITY:
Common stock, $2.50 par value per share; 12,000,000
shares authorized; 1,767,064 shares issued and
outstanding in 1999 and 1998 4,417,660 4,417,660
Additional paid-in-capital 3,414,927 3,414,927
Retained earnings 12,031,627 11,399,263
Net unrealized gain/(loss) on securities
available for sale (164,996) 17,333
------------ ------------
Total Stockholders' Equity 19,699,218 19,249,183
------------ ------------
Total Liabilities and Stockholders' Equity $184,076,927 $173,573,443
============ ============
The accompanying notes are an integral part of these financial statements.
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Six Months Ended
June 30, June 30,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $ 2,700,962 $ 2,484,818 $ 5,298,223 $ 4,881,479
Interest on investment securities:
Taxable interest income 697,680 748,683 1,381,943 1,476,711
Exempt from federal taxes 23,856 22,629 46,172 46,485
Interest on federal funds sold 8,840 28,357 37,864 80,448
----------- ----------- ----------- -----------
Total Interest Income 3,431,338 3,284,487 6,764,202 6,485,123
----------- ----------- ----------- -----------
Interest Expense:
Interest on deposits 1,291,941 1,431,873 2,628,213 2,823,836
Interest on federal funds purchased 55,768 2,000 75,798 19,069
Interest on securities sold under
repurchase agreements 22,967 30,246 49,347 67,993
----------- ----------- ----------- -----------
Total Interest Expense 1,370,676 1,464,119 2,753,358 2,910,898
----------- ----------- ----------- -----------
Net Interest Income 2,060,662 1,820,368 4,010,844 3,574,225
Provision for loan losses 45,000 40,000 90,000 80,000
----------- ----------- ----------- -----------
Net Interest Income After
Provision for Loan Losses 2,015,662 1,780,368 3,920,844 3,494,225
----------- ----------- ----------- -----------
Other Income:
Service charge on deposit accounts 254,553 174,433 497,731 341,675
Income from fiduciary activities 18,828 15,198 38,847 33,390
Insurance premiums and commissions 9,742 8,288 14,534 15,155
Gain/(loss) on sale of ORE (18,094) 0 (18,094) 0
Gain/(loss) on sale of mortgage loans 6,299 4,300 9,821 6,933
Amortization of negative goodwill 51,310 61,730 105,070 126,360
Other real estate income 3,000 0 3,000 0
Other 99,283 75,907 203,783 177,436
----------- ----------- ----------- -----------
Total Other Income 424,921 339,856 854,692 700,949
----------- ----------- ----------- -----------
Other Expense:
Salaries 753,069 628,125 1,479,619 1,219,423
Employee benefits 90,222 90,861 179,143 164,736
Net occupancy expense 98,699 100,464 189,293 190,680
Equipment expense 178,611 125,306 324,973 278,818
FDIC assessment 9,999 9,496 19,999 18,616
Stationery & supplies 58,618 34,189 119,879 57,477
Other real estate expense (1,243) (4,841) 2,122 (3,620)
Other 357,671 240,889 688,718 544,036
----------- ----------- ----------- -----------
Total Other Expenses 1,545,646 1,224,489 3,003,746 2,470,166
----------- ----------- ----------- -----------
Income Before Income Tax Expense 894,937 895,735 1,771,790 1,725,008
Income Tax Expense 300,087 306,936 609,307 585,435
----------- ----------- ----------- -----------
Net Income $ 594,850 $ 588,799 $ 1,162,483 $ 1,139,573
=========== =========== =========== ===========
Net Income Per Share $ .34 $ .33 $ .66 $ .64
=========== =========== =========== ===========
Weighted Average Shares Outstanding 1,767,668 1,769,276 1,767,004 1,769,045
=========== =========== =========== ===========
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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
Par Retained
# Shares Value Surplus Earnings Other Total
--------- ----------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance December 31, 1997 1,767,064 $ 4,417,660 $ 3,414,927 $10,110,313 $ 38,844 $17,981,744
Comprehensive Income:
Net income 1,139,572 1,139,572
Other comprehensive
income (net of tax):
Net change in unrealized
Gain/(loss) on securities
Available for sale, net
of Taxes of $16,115 (7,562) (7,562)
Cash Dividend declared
$.29 per share (512,449) (512,449)
--------- ----------- ----------- ----------- ---------- -----------
Balance June 30, 1998 1,767,064 $ 4,417,660 $ 3,414,927 $10,737,436 $ 31,282 $18,601,305
========= =========== =========== =========== ========== ===========
Balance December 31, 1998 1,767,064 $ 4,417,660 $ 3,414,927 $11,399,263 $ 17,333 $19,249,183
Comprehensive Income:
Net income 1,162,483 1,162,483
Other comprehensive
income (net of tax):
Net change in unrealized
Gain/(loss) on securities
Available for sale, net
of Taxes of $92,022 (182,329) (182,329)
Cash Dividend declared
$.30 per share (530,119) (530,119)
--------- ----------- ----------- ----------- ---------- -----------
Balance June 30, 1999 1,767,064 $ 4,417,660 $ 3,414,927 $12,031,627 $ (164,996) $19,699,218
========= =========== =========== =========== ========== ===========
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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
1999 1998
----------- -----------
<S> <C> <C>
Net Income $ 1,162,483 $ 1,139,572
Adjustments to reconcile net income to net cash
provided by (used in):
Operating Activities:
Deferred taxes (106,752) (32,700)
Provision for loan losses 90,000 80,000
Provision for depreciation 261,708 226,050
FHLB stock dividends received (25,100) (28,000)
(Gain) loss on sale of other real estate 18,094 0
(Gain) loss on sale of loans (9,821) (6,933)
Amortization of investment security premiums, net 68,648 (10,024)
Amortization of valuation adjustment on acquired loans 17,370 26,090
Amortization of valuation adjustment on acquired deposits 0 (600)
Amortization of negative goodwill (105,070) (126,360)
Amortization of premium 36,672 0
Equity in investee losses 81,919 0
Writedown of other real estate 15,690 0
(Increase) decrease in accrued interest receivable (72,038) (136,327)
(Increase) decrease in cash surrender value (26,348) (20,337)
(Increase) decrease in other assets 98,678 (94,347)
Increase (decrease) in interest payable (244,679) 24,468
Increase (decrease) in other liabilities 246,746 (996,589)
------------ ------------
Net cash provided (used) by operating activities $ 1,508,200 $ 43,963
------------ ------------
Investing Activities
Proceeds from sale of Federal Home Loan Bank stock 26,500 28,100
Purchases of investment securities (7,937,921) (5,059,822)
Proceeds from maturities and paydowns
of investment securities 8,503,326 6,174,787
(Increase) decrease in federal funds sold 0 0
Net increase in loans (7,753,922) (7,648,870)
Purchases of premises and equipment (632,747) (318,528)
Proceeds from sale of other real estate 190,000 0
Acquisition of branch 7,820,475 0
------------ ------------
Net cash provided (used) by investing activities $ 215,711 $(6,824,333)
------------ ------------
Financing Activities
Net increase (decrease) in customer deposits (2,153,740) 9,954,188
Net increase (decrease) in repurchase agreements (625,000) (196,380)
Net increase (decrease) in federal funds purchased 1,405,000 (550,000)
Net increase (decrease) in Federal Home Loan
Bank Advances 0 (3,000,000)
Increase (decrease) in advances from borrowers for
taxes and insurance (107,027) (139,759)
Cash dividends paid (530,119) (512,449)
------------ ------------
Net cash provided (used) by financing activities $(2,010,886) $ 5,555,600
------------ ------------
Increase (decrease) in cash and cash equivalents (286,975) (1,224,770)
Cash and cash equivalents at beginning of period 4,810,627 5,930,784
Cash and cash equivalents at end of period $ 4,523,652 $ 4,706,014
============ ============
(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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998
(Continued)
1999 1998
----------- -----------
<S> <C> <C>
Supplemental Disclosures:
Cash paid for:
Interest on deposits and other borrowing $ 2,916,207 $ 2,886,430
Income taxes $ 557,527 $ 541,040
ACQUISITION OF BRANCH:
Loans, net 1,826,881 0
Other real estate 200,000 0
Accrued interest receivable 11,295 0
Premises and equipment 785,220 0
Premium on deposits 1,100,100 0
Deposits (11,662,141) 0
Accrued interest payable (81,830) 0
----------- -----------
Cash and due from bank received
From acquired branch (7,820,475) 0
=========== ===========
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 AND DECEMBER 31, 1998
NOTE 1. Presentation. The accompanying consolidated balance sheet for
Britton & Koontz Capital Corporation (the "Company") as of December 31, 1998,
has been derived from the audited financial statements of the Company for the
year then ended. The accompanying consolidated financial statements as of
June 30, 1999, and June 30, 1998, 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 1998 amounts have been reclassified to conform
with the 1999 presentation
NOTE 2. Nonperforming Assets. Nonperforming assets at June 30, 1999 and
December 31, 1998, were as follows:
06/30/99 12/31/98
-------- --------
(dollars in thousands)
Nonaccrual loans by type
Real estate $ 152 $ 97
Installment 55 30
Commercial and all other loans 101 95
-------- --------
Total nonaccrual loans 308 222
Loans past due 90 days or more 251 448
-------- --------
Total nonperforming loans 559 670
Other real estate owned (net) 73 96
-------- --------
Total nonperforming assets $ 632 $ 766
======== ========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans held for sale .43% .56%
======== ========
NOTE 3. Allowance for Loan Losses. The following table reflects the
transactions in the allowance for loan losses for the six month periods ended
June 30, 1999 and 1998:
06/30/99 06/30/98
-------- --------
(dollars in thousands)
Balance at beginning of year $ 747 $ 677
Provision charged to operations 90 80
Charge-offs (66) (32)
Recoveries 10 12
-------- ---------
Net recoveries (charge-offs) (56) (20)
-------- ---------
Balance at end of period $ 781 $ 737
======== =========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .61% .64%
======== =========
<PAGE>
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 six months ended June 30, 1999,
to the same period in 1998.
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 legislature
requirements. The Company undertakes no obligation to update or revise any
forward-looking statements, whether as a result of changes in actual results,
changes in assumptions or other factors affecting such statements.
DISCLOSURE REGARDING YEAR 2000
The year 2000 issue results from the fact that many computer programs
store and process data using two digits rather than four to define the
applicable year. This issue affects not only Britton & Koontz First National
Bank but virtually all companies and organizations that use computer
information systems.
The Company has adopted a formal five-step methodology to move toward
assuring that the systems it uses to process financial institution records
will be Year 2000 compliant. That process includes the following phases:
Awareness, Assessment, Renovation, Testing and Implementation.
The Program is addressing: hardware and software purchased from outside
vendors, custom software developed in-house, telecommunications equipment,
facilities (i.e. elevators, HVAC, etc.) and the information processing systems
of our business partners. The Company is aware that 2000 is a leap year and
is taking this fact into consideration in both its renovation and testing.
As part of the process, the institution has developed a plan and
provided sufficient human and financial resources for the successful execution
of that plan. Our plan called for the testing phase to be completed by March
31, 1999, and the implementation phase to be completed by June 30, 1999. The
last six months of 1999 are intended to be a cushion period to protect against
missed deadlines and unexpected surprises. In addition, the company is in the
process of creating contingency plans for unexpected system failures. At this
point, the Company is on target with its plan. While our program continues to
track our plan, and target dates have been met, factors beyond the Company's
control, such as external resource constraints and the failure of third
parties to become Year 2000 compliant, could affect the Company's ability to
readily process all applications in the year 2000. The Company, however, does
not anticipate that this will be a material issue.
<PAGE>
The Company has already incurred and expensed charges related to Year
2000 compliance and will continue to charge related items to noninterest
expense. Management does not expect the further cost of compliance with the
Year 2000 to have a material effect on the financial statements of the
Company.
DISCLOSURE REGARDING PURCHASE OF UNION PLANTERS BRANCHES
The Company acquired two Natchez, MS. branch offices of Union Planters
Bank, N.A. on January 21, 1999. The acquisition added $12.5 million in
deposits and $1.8 million in loans. On July 23,1999, the Company completed
the acquisition of another Union Planters branch in Vicksburg, MS. This
acquisition added another $6.2 million in deposits along with $1.4 million
in loans.
Results of Operations
First Six Months of 1999 Compared to the First Six Months of 1998
7 Analysis of Net Income. Net income increased to $1.162 million or $.66
per share from $1.140 million or $.64 per share. The Company's continued
effort to modernize facilities, update computer operations and market the
bank's new electronic banking system has kept operating expenses higher than
normal. During this time of increased expenses, the Company has experienced
strong growth in the bank's core income such as service charges on deposit
accounts, internet fees and other retail service fees. The net effect was a
slight increase in net income. Returns on average assets and average equity
for the first half of 1999 were 1.27% and 11.77%, respectively.
Analysis of Net Interest Income. Net interest income for the period
ended June 30, 1999, was $4.0 million, an increase of $437 thousand or 12%
over the same period in 1998. Contributing to the increase in net interest
income was an overall growth in earning assets offset by increases in average
deposits. Earning assets grew as a result of continued strong loan demand in
the first half of 1999. The increase in volumes resulted in a net volume
variance of $405 thousand as well as a $32 thousand variance due to decreases
in rates.
Provision for Possible Loan Losses. As a result of loan growth, an
increase in net chargeoffs and management's assessment of the loan portfolio,
$90 thousand has been added to the reserve for possible loan losses.
Non-Interest Income. Non-interest income increased to $855 thousand for
the period ended June 30, 1999, from $701 thousand for the same period in 1998
primarily on the strength of the bank's acquisition of two Union Planters
branches in Natchez, MS in January 1999. Service charges and other retail
fees contributed to the increase.
Non-Interest Expense. Non-interest expense increased $534 thousand to
$3.004 million from 1998 to 1999. The increase reflects expense associated
with continued investment in banking computer equipment and software. Also,
it reflects higher salary and benefit expenses connected to the acquisition
of the Natchez branches of Union Planters Bank, N.A..
<PAGE>
Pretax Income. The combination of all the above factors produced a
pretax income of $1.772 million for the six months ended June 30, 1999,
compared to $1.725 million for the same period in 1998. Income tax expense
increased to $609 thousand from $585 thousand.
Financial Condition
Earning Assets. Earning assets averaged $171.0 million in the first six
months of 1999, a 7% increase over the same period in 1998. The growth in
average earning assets was due primarily to strong loan growth funded by solid
increases in deposits. Average loans and average deposits grew 11% and 7%,
respectively.
Asset Quality. Nonperforming assets consist of nonperforming loans and
other real estate owned. Nonperforming loans, totaling $559 thousand at June
30, 1999, decreased $111 thousand from December 31, 1998. The decrease is
made up of a $197 thousand reduction in loans past due ninety days or more,
offset by an increase in nonaccrual loans of $86 thousand. Other real estate
decreased to $73 thousand. Nonperforming assets as a percent of loans, net of
unearned income, ended June 30, 1999 at .43%, compared to .56% at December 31,
1998. A further breakdown is found in note 2.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was increased to $781 thousand at June 30, 1999, from $737 thousand at
June 30, 1998. The ratio of the allowance for possible loan losses to loans,
net of unearned income and loans held for sale, decreased to .61% from .64% at
June 30, 1998. Management regularly reviews the level of the allowance for
possible loan losses and is of the opinion that it is adequate at June 30,
1999. The Company's net charge-offs for the first six months of 1999 compared
to the same period in 1998 increased to $56 thousand from $20 thousand. Note 3
presents a comparison of the activity in this account.
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 increased $1.6
million to $32.3 million at June 30, 1999, compared to $30.7 million at
December 31, 1998. Available-for-sale securities reported at fair market
value decreased to $8.5 million at June 30, 1999. Equity securities at June
30, 1999, comprised of Federal Reserve Bank stock of $239 thousand, Federal
Home Loan Bank stock of $957 thousand and a $908 thousand investment in Sumx
Inc., decreased $83. The Company's share of the loss reported by Sumx Inc.
for the period ended June 30, 1999 was $82 thousand.
Liquidity. Principal sources of liquidity for the Company are asset
cash flows, customer deposits and the ability to borrow against investing
securities and loans. Principal and interest cash flows from investment
securities exceeded $9.8 million or 5.4% of average assets for the period
ended June 30, 1999. The Company's cash and cash equivalents decreased $.3
million to $4.5 million at June 30, 1999, compared to $4.8 million at December
31, 1998. Cash provided by operating and investing activities increased by
$1.7 million, while financing activities used $2.0 million.
Deposits. Deposits increased to $152.7 million at June 30, 1999, from
$143.2 million at December 31, 1998, primarily due to an increase in interest
bearing deposits from the acquisition of two local Union Planters branches.
<PAGE>
Capital. Stockholders' equity increased to $19.7 million at June 30,
1999, from $19.2 million at the end of 1998. The ratio of Stockholders'
equity to assets decreased slightly to 10.70%. At June 30, 1999, the Company
maintained a Tier 1 capital to net risk weighted assets ratio of 15.79%, a
total capital to net risk weighted assets ratio of 16.44% and a leverage ratio
of 10.38%. These levels exceed the minimum requirements of the regulatory
agencies of 4.00%, 8.00% and 3.00% respectively.
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
(a) April 8, 1999, 1999 Annual Meeting of Shareholders
(b) The following directors were re-elected by Shareholders at the
Annual Meeting for three year terms expiring in 2002 (Class III): Wilton
R. Dale, C. H. Kaiser, Jr., Bazile R. Lanneau, Jr., Albert W. Metcalfe.
Directors whose term of office as a director continued after the meeting
and the expiration date of their current term are: W. W. Allen, Jr.
(2001), Craig A. Bradford, DMD (2001), James J. Cole (2000), W. J.
Feltus III (2001), A. J. Ferguson (2000), Donald E. Killelea, M.D.
(2001), Bazile R. Lanneau, Sr.(2001), W. Page Ogden (2000), Bethany L.
Overton (2000), and Robert R. Punches (2000).
(c) The following directors were elected by Shareholders at the Annual
Meeting by the votes indicated:
For Against Abstain Total
--------- ------- ------- ---------
Wilton R. Dale 1,366,913 2,040 0 1,368,953
C. H. Kaiser, Jr. 1,366,913 2,040 0 1,368,953
Bazile R. Lanneau, Jr. 1,366,913 2,040 0 1,368,953
Albert W. Metcalfe 1,366,913 2,040 0 1,368,953
(d) Other proposals of business brought before the Security Holders.
None
Item 5. Other Information
None.
<PAGE>
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.
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.
10.03 Employment Agreement dated December 31, 1998, between
Britton & Koontz First National Bank and James J. Cole,
incorporated by reference to Exhibit 10.03 to Registrant's
Annual Report on Form 10-KSB filed with the Commission on
March 30, 1999.
10.04 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.
10.05 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
<PAGE>
10.06 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
10.07 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.
10.09 Stock Purchase Agreement dated December 3, 1998, between
Britton & Koontz Capital Corporation and Sumx, Inc.
incorporated by reference to Exhibit 10.09 to Registrant's
Annual Report on Form 10-KSB filed with the Commission on
March 31, 1999.
10.10 Investor Rights Agreement dated December 3, 1998, among
Britton & Koontz Capital Corporation, Summit Research, Inc.,
Bazile R. Lanneau, Jr. and Sumx, Inc. incorporated by
reference to Exhibit 10.10 to Registrant's Annual Report on
Form 10-KSB filed with the Commission on March 31, 1999.
10.11 Voting Agreement dated December 3, 1998, among Britton &
Koontz Capital Corporation, Sumx, Inc. and Bazile R.
Lanneau, Jr. incorporated by reference to Exhibit 10.11 to
Registrant's Annual Report on Form 10-KSB filed with the
Commission on March 31, 1999.
10.12 Management Service Agreement dated December 3, 1998, among
Britton & Koontz Capital Corporation, Sumx, Inc. and Bazile
R. Lanneau, Jr., incorporated by reference to Exhibit 10.12
to Registrant's Annual Report on Form 10-KSB filed with the
Commission on March 31, 1999.
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 June 18, 1999, under item 5, other events, to
report first quarter 1999 earnings.
The Company filed a Current Report on Form 8-K, with the
Commission, dated June 30, 1999, under item 5, other events, to
announce the declaration of a semi-annual dividend.
The Company filed a Current Report on Form 8-K, with the
Commission, dated June 30, 1999, under item 5, other events, to
announce the acquisition of a Union Planters branch office in
Vicksburg, MS.
<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
/s/ W. Page Ogden
August 13, 1999 ___________________________________
W. Page Ogden
President and CEO
/s/ Bazile R. Lanneau, Jr.
August 13, 1999 ___________________________________
Bazile R. Lanneau, Jr.
Vice President and CFO
<PAGE>
EXHIBIT INDEX
Exhibit
Number Item
- ------- -----
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE>
</TABLE>
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
[CAPTION]
<TABLE>
Three Months Ended Six Months Ended
---------------------- -----------------------
June June
---------------------- -----------------------
1999 1998 1999 1998
--------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Basic:
Average shares outstanding: 1,767,064 1,767,064 1,767,064 1,767,064
Net effect of the assumed exercise
of stock options-based on the
treasury stock method using
average stock prices 0 0 0 0
--------- --------- ---------- ----------
Total 1,767,064 1,767,064 1,767,064 1,767,064
Net income $ 594,850 $ 588,798 $1,162,483 $1,139,572
========= ========= ========== ==========
Net income per share $ 0.34 $ 0.33 $ 0.66 $ 0.64
========= ========= ========== ==========
Diluted:
Average shares outstanding: 1,767,064 1,767,064 1,767,064 1,767,064
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 604 2,212 0 1,981
--------- --------- ---------- ----------
Total 1,767,668 1,769,276 1,767,064 1,769,045
Net income $ 594,850 $ 588,798 $1,162,483 $1,139,572
========= ========= ========== ==========
Net income per share $ 0.34 $ 0.33 $ 0.66 $ 0.64
========= ========= ========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000707604
<NAME> BRITTON & KOONTZ FIRST NATIONAL BANK
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 4,523,652
<INT-BEARING-DEPOSITS> 130,509,625
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 8,539,714
<INVESTMENTS-CARRYING> 32,291,805
<INVESTMENTS-MARKET> 32,169,437
<LOANS> 127,768,482
<ALLOWANCE> 780,651
<TOTAL-ASSETS> 184,076,927
<DEPOSITS> 152,694,798
<SHORT-TERM> 8,546,043
<LIABILITIES-OTHER> 3,136,868
<LONG-TERM> 0
0
0
<COMMON> 4,417,660
<OTHER-SE> 15,281,558
<TOTAL-LIABILITIES-AND-EQUITY> 184,076,927
<INTEREST-LOAN> 5,298,223
<INTEREST-INVEST> 1,465,979
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<INTEREST-TOTAL> 6,764,202
<INTEREST-DEPOSIT> 2,628,213
<INTEREST-EXPENSE> 2,753,358
<INTEREST-INCOME-NET> 4,010,844
<LOAN-LOSSES> 90,000
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,003,746
<INCOME-PRETAX> 1,771,790
<INCOME-PRE-EXTRAORDINARY> 1,162,483
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,162,483
<EPS-BASIC> .66
<EPS-DILUTED> .66
<YIELD-ACTUAL> 7.91
<LOANS-NON> 228,161
<LOANS-PAST> 323,291
<LOANS-TROUBLED> 0
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<ALLOWANCE-UNALLOCATED> 0
</TABLE>
