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, 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 October 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 September 30, 1999
and December 31, 1998
Consolidated Statements of Income for the Three Months
and the Nine Months Ended September 30, 1999 and
September 30, 1998
Consolidated Statements of Stockholders' Equity
for the Nine Months Ended September 30, 1999 and
September 30, 1998
Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 1999 and September 30, 1998
Notes to the Consolidated Financial Statements
<PAGE>
[CAPTION]
<TABLE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
September 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
Cash and due from banks:
Non-interest bearing $ 4,875,284 $ 4,337,900
Interest bearing 919,260 472,727
------------ ------------
Total cash and due from banks 5,794,544 4,810,627
Federal funds sold 0 0
Investment securities:
Held-to-maturity 36,171,805 30,724,063
Available-for-sale, at fair value 4,387,112 10,923,838
Equity securities 2,067,303 2,187,499
Loans, less unearned income of and allowance
for loan losses 137,236,934 118,285,228
Bank premises and equipment, net of accumulated
depreciation 6,338,043 4,090,692
Premium - Union Planters 1,553,490 0
Other real estate owned 72,538 96,322
Accrued interest receivable 1,620,111 1,371,834
Cash surrender value life insurance 750,760 716,313
Other assets 223,808 367,027
------------ ------------
Total Assets $196,216,448 $173,573,443
============ ============
LIABILITIES:
Deposits:
Non-interest bearing $ 23,287,533 $ 21,681,170
Interest bearing 131,520,910 121,505,227
------------ ------------
Total Deposits 154,808,443 143,186,397
Securities sold under repurchase agreements 1,650,655 2,416,043
Federal funds purchased 0 350,000
FHLB Advances 16,200,000 5,000,000
Accrued Interest Payable 884,708 951,472
Negative Goodwill, net of accumulated amortization
of $2,229,491 in 1999 and $2,075,441 in 1998 830,931 984,981
Advances from borrowers for taxes & insurance 318,809 357,025
Accrued taxes and other liabilities 1,287,190 1,078,342
------------ ------------
Total Liabilities 175,980,736 154,324,260
------------ ------------
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 12,611,525 11,399,263
Net unrealized gain/(loss) on securities
available for sale (208,400) 17,333
------------ ------------
Total Stockholders' Equity 20,235,712 19,249,183
------------ ------------
Total Liabilities and Stockholders' Equity $196,216,448 $173,573,443
============ ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
[CAPTION]
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Interest Income:
Interest and fees on loans $2,921,711 $2,514,611 $8,219,934 $7,396,090
Interest on investment securities:
Taxable interest income 660,542 701,110 2,042,484 2,177,822
Exempt from federal taxes 23,942 22,328 70,114 68,813
Interest on federal funds sold 377 26,867 38,242 107,315
---------- ---------- ---------- ----------
Total Interest Income 3,606,572 3,264,916 10,370,774 9,750,040
---------- ---------- ---------- ----------
Interest Expense:
Interest on deposits 1,305,068 1,430,227 3,933,281 4,254,063
Interest on federal funds purchased 147,622 6,923 223,420 25,992
Interest on securities sold under
repurchase agreements 20,778 25,409 70,125 93,403
---------- ---------- ---------- ----------
Total Interest Expense 1,473,468 1,462,559 4,226,826 4,373,458
---------- ---------- ---------- ----------
Net Interest Income 2,133,104 1,802,357 6,143,948 5,376,582
Provision for loan losses 95,000 40,000 185,000 120,000
---------- ---------- ---------- ----------
Net Interest Income After
Provision for Loan Losses 2,038,104 1,762,357 5,958,948 5,256,582
---------- ---------- ---------- ----------
Other Income:
Service charge on deposit accounts 308,270 201,106 806,001 542,781
Income from fiduciary activities 19,336 26,986 58,183 60,375
Insurance premiums and commissions 6,044 9,131 20,578 24,287
Gain/(loss) on sale of ORE 0 0 (18,094) 0
Gain/(loss) on sale of mortgage loans 1,076 5,304 10,897 12,237
Gain/(loss) on sale of securities 4,385 0 4,385 0
Gain/ (loss) on sale of premises
and equipment 0 0 0 0
Amortization of negative goodwill 48,980 58,950 154,050 185,310
Other real estate income 0 0 3,000 0
Other 125,255 101,587 329,038 279,023
---------- ---------- ---------- ----------
Total Other Income 513,346 403,064 1,368,038 1,104,013
---------- ---------- ---------- ----------
Other Expense:
Salaries 773,912 639,131 2,253,531 1,858,554
Employee benefits 136,150 78,820 315,293 243,556
Net occupancy expense 106,635 93,223 295,928 283,903
Equipment expense 172,468 140,890 497,441 419,708
FDIC assessment 9,770 10,061 29,769 28,677
Stationery & supplies 41,108 38,188 160,987 95,664
Other real estate expense 1,036 5,160 3,158 1,540
Other 413,054 259,175 1,101,772 803,213
---------- ---------- ---------- ----------
Total Other Expenses 1,654,133 1,264,648 4,657,879 3,734,815
---------- ---------- ---------- ----------
Income Before Income Tax Expense 897,317 900,773 2,669,107 2,625,780
Income Tax Expense 317,419 302,220 926,726 887,655
---------- ---------- ---------- ----------
Net Income $ 579,898 $ 598,553 $1,742,381 $1,738,125
========== ========== ========== ==========
Income Per Share .33 .34 .99 .98
========== ========== ========== ==========
Weighted Average Shares Outstanding 1,767,926 1,769,484 1,767,318 1,769,189
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
[CAPTION]
<TABLE>
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 - - - 1,738,125 1,738,125
Other comprehensive
income (net of tax):
Net change in unrealized
Gain/(loss) on securities
Available for sale, net
of Taxes of $18,610 - - - - 24,047 24,047
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
========= ========== ========== =========== ========= ===========
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 - - - 1,742,381 - 1,742,381
Other comprehensive
income (net of tax):
Net change in unrealized
Gain/(loss) on securities
Available for sale, net
Taxes of $121,688 - - - - (225,733) (225,733)
Cash Dividend declared
$.30 per share - - - (530,119) - (530,119)
--------- ---------- ---------- ----------- --------- -----------
Balance September 30, 1999 1,767,064 $4,417,660 $3,414,927 $12,611,525 $(208,400) $20,235,712
========= ========== ========== =========== ========= ===========
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
[CAPTION]
<TABLE>
9/99 9/98
------------ ------------
<S> <C> <C>
Net Income $ 1,742,381 $ 1,738,125
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Operating Activities:
Deferred taxes (140,919) (58,907)
Provision for loan losses 185,000 120,000
Provision for depreciation 401,166 339,682
FHLB stock dividends received (38,200) (42,200)
(Gain) loss on sale of other real estate 18,094 0
(Gain) loss on sale of investment securities (4,385) 0
(Gain) loss on sale of loans (10,897) (12,237)
Amortization (accretion) of investment securities
premiums (discounts), net 87,160 (30,299)
Amortization of valuation adjustment on acquired loans 24,800 37,220
Amortization of valuation adjustment on acquired deposits 0 (680)
Amortization of negative goodwill (154,050) (185,310)
Amortization of premium 60,720 0
Equity in investee (gain)/losses 119,596 0
Writedown of other real estate 15,690 0
(Increase) decrease in accrued interest receivable (229,616) (290,498)
(Increase) decrease in cash surrender value (34,447) (28,348)
(Increase) decrease in other assets 143,219 (224,074)
Increase (decrease) in interest payable (189,650) (76,730)
Increase (decrease) in other payables 344,475 (672,278)
------------ ------------
Net cash provided (used) by operating activities $ 2,340,137 $ 613,466
------------ ------------
Investing Activities:
Redemption of Federal Home Loan Bank Stock 38,800 42,300
Proceeds from sales of investment securities 4,000,000 0
Proceeds from maturities and paydowns
of investment securities 10,763,396 8,941,336
Purchases of investment securities (13,982,921) (10,019,501)
(Increase) decrease in federal funds sold 0 (1,125,000)
Net increase in loans (15,883,365) (9,938,526)
Purchases of premises and equipment (1,073,104) (476,925)
Proceeds from sale of other real estate 190,000 0
Acquisition of branches 11,271,434 0
------------ ------------
Net cash provided (used) by investing activities $ (4,675,760) $(12,576,316)
------------ ------------
Financing Activities:
Net increase (decrease) in customer deposits (6,196,737) 13,016,631
Net increase (decrease) in securities sold (765,388) (303,317)
under repurchase
Net increase (decrease) in federal funds purchased (350,000) (1,650,000)
Net increase (decrease) in Federal Home Loan
Bank advances 11,200,000 2,000,000
Increase (decrease) in advances from borrowers for
taxes and insurance (38,216) (102,675)
Cash dividends paid (530,119) (512,449)
------------ ------------
Net cash provided (used) by financing activities $ 3,319,540 $ 12,448,190
------------ ------------
Increase (decrease) in cash and cash equivalents 983,917 485,340
Cash and cash equivalents at beginning of period 4,810,627 5,930,784
Cash and cash equivalents at end of period $ 5,794,544 $ 6,416,124
============ ============
(Continued)
The accompanying notes are an integral part of these financial statements
</TABLE>
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Continued)
[CAPTION]
<TABLE>
1999 1998
------------ -----------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES:
Cash paid for:
Interest on deposits and other borrowing $ 4,293,590 $ 4,450,188
Income taxes 913,050 874,323
Acquisition of branches:
Loans, net $ 3,267,244 0
Other real estate 200,000 0
Accrued interest receivable 18,661 0
Premises and equipment 1,575,413 0
Goodwill 1,614,210 0
Deposits (17,818,783) 0
Accrued interest payable (122,886) 0
Other accrued liabilities (5,293) 0
----------- -----------
Cash and due from bank received
From acquired branch ($11,271,434) $ 0
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, 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
September 30, 1999, and September 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 September 30, 1999 and
December 31, 1998, were as follows:
09/30/99 12/31/98
-------- --------
(dollars in thousands)
----------------------
Nonaccrual loans by type
Real estate $ 109 $ 97
Installment 69 30
Commercial and all other loans 456 95
-------- --------
Total nonaccrual loans 634 222
Loans past due 90 days or more 282 448
-------- --------
Total nonperforming loans 916 670
Other real estate owned (net) 73 96
-------- --------
Total nonperforming assets $ 989 $ 766
======== ========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans held for sale .66% .56%
======== ========
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, 1999 and 1998:
09/30/99 09/30/98
-------- --------
(dollars in thousands)
----------------------
Balance at beginning of year $ 747 $ 677
Provision charged to operations 185 120
Charge-offs (84) (34)
Recoveries 18 22
-------- --------
Net recoveries (charge-offs) (66) (12)
-------- --------
Balance at end of period $ 866 $ 785
======== ========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .63% .67%
<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 nine months ended September 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 future 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 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 Nine Months of 1999 Compared to the First Nine Months of 1998
Analysis of Net Income. Net income remained stable at $1.7 million or
$.99 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 nine months of 1999 were 1.24%
and 11.71%, respectively.
Analysis of Net Interest Income. Net interest income for the period
ended September 30, 1999, was $6.1 million, an increase of $758 thousand or
14% 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 three quarters of 1999. The increase in both deposit and
loans resulted in a net volume variance of $517 thousand as well as a $241
thousand variance due to decreases in rates.
Provision for Possible Loan Losses. As a result of loan growth, and
management's assessment of the loan portfolio, $185 thousand has been added to
the reserve for possible loan losses.
Non-Interest Income. Non-interest income increased to $1.4 million for
the period ended September 30, 1999, from $1.1 million for the same period in
1998 primarily on the strength of the bank's acquisition of three Union
Planters branches. Service charges and other retail fees contributed to the
increase.
Non-Interest Expense. Non-interest expense increased $923 thousand to
$4.7 million for the period ended September 30, 1999. The Company has for the
past three years been in a major capital improvements program which has been
the primary reason for the increases in non-interest expense. It is
management's opinion that this capital improvements program is near
completion. A large share of the increased expenses reflects the cost of
upgrades to premises, information systems and other items related to marketing
the bank's new electronic banking system. Other contributing factors are
increases in salaries and benefits from the branch acquisitions.
<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, 1999,
compared to $2.6 million for the same period in 1998. Income tax expense
increased to $927 thousand from $888 thousand.
Financial Condition
Earning Assets. Earning assets averaged $174.1 million in the first
nine 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
increases in deposits along with FHLB advances. Average loans and average
deposits grew 12% and 6%, respectively.
Asset Quality. Nonperforming assets consist of nonperforming loans and
other real estate owned. Nonperforming loans, totaling $916 thousand at
September 30, 1999, increased $246 thousand from December 31, 1998. The
increase is made up of a $412 thousand addition to nonaccrued loans offset by
reductions to the loans past due ninety days or more. Other real estate
decreased to $73 thousand. Nonperforming assets as a percent of loans, net of
unearned income, ended September 30, 1999 at .66%, 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 $866 thousand at September 30, 1999, from $785
thousand at September 30, 1998. The ratio of the allowance for possible loan
losses to loans, net of unearned income and loans held for sale, decreased to
.63% from .67% at September 30, 1998. The Company's net charge-offs for the
first nine months of 1999 compared to the same period in 1998 increased to $66
thousand from $12 thousand. Management regularly reviews the level of the
allowance for possible loan losses and is of the opinion that it is adequate
for September 30, 1999. 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 $5.4
million to $36.2 million at September 30, 1999, compared to $30.7 million at
December 31, 1998. Available-for-sale securities reported at fair market
value decreased to $4.4 million at September 30, 1999. Equity securities at
September 30, 1999, comprised of Federal Reserve Bank stock of $239 thousand,
Federal Home Loan Bank stock of $957 thousand and a $871 thousand investment
in Sumx Inc., decreased $120. The Company's share of the loss reported by
Sumx Inc. for the period ended September 30, 1999 was $120 thousand.
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 $16 million or 9% of average assets for the period ended
September 30, 1999. The Company's cash and cash equivalents decreased $1.0
million to $5.8 million at September 30, 1999, compared to $4.8 million at
December 31, 1998. Cash used by operating and investing activities decreased
by $2.3 million, while financing activities provided $3.3 million.
Deposits. Deposits increased to $154.8 million at September 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 $20.2 million at September
30, 1999, from $19.2 million at the end of 1998. The ratio of Stockholders'
equity to assets decreased slightly to 10.31%. At September 30, 1999, the
Company maintained a Tier 1 capital to net risk weighted assets ratio of
14.73%, a total capital to net risk weighted assets ratio of 15.41% and a
leverage ratio of 10.04%. 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
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
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.
<PAGE>
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
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
None
<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 15, 1999 /s/ W.Page Ogden
President and CEO
November 15, 1999 /s/ 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
EXHIBIT 11
Statement Re: Computation of Per Share Earnings
[CAPTION]
<TABLE>
Three Months Ended Nine Months Ended
September September
--------- --------- ---------- ----------
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 $579,898 $598,553 $1,742,381 $1,738,125
========= ========= ========== ==========
Net income per share $0.33 $0.34 $0.99 $0.98
========= ========= ========== ==========
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 862 2,420 254 2,125
--------- --------- ---------- ----------
Total 1,767,926 1,769,484 1,767,318 1,769,189
========= ========= ========== ==========
Net income $579,898 $598,553 $1,742,381 $1,738,125
========= ========= ========== ==========
Net income per share $0.33 $0.34 $0.99 $0.98
========= ========= ========== ==========
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000707604
<NAME> BRITTON & KOONTZ FIRST NATIONAL BANK
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,794,544
<INT-BEARING-DEPOSITS> 131,520,910
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,387,112
<INVESTMENTS-CARRYING> 36,171,805
<INVESTMENTS-MARKET> 36,024,794
<LOANS> 137,236,934
<ALLOWANCE> 866,374
<TOTAL-ASSETS> 196,216,448
<DEPOSITS> 154,808,443
<SHORT-TERM> 17,850,655
<LIABILITIES-OTHER> 3,321,638
<LONG-TERM> 0
0
0
<COMMON> 4,417,660
<OTHER-SE> 15,818,052
<TOTAL-LIABILITIES-AND-EQUITY> 196,216,448
<INTEREST-LOAN> 8,219,934
<INTEREST-INVEST> 2,150,840
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 10,370,774
<INTEREST-DEPOSIT> 3,933,281
<INTEREST-EXPENSE> 4,226,826
<INTEREST-INCOME-NET> 6,143,948
<LOAN-LOSSES> 185,000
<SECURITIES-GAINS> 4,385
<EXPENSE-OTHER> 4,657,879
<INCOME-PRETAX> 2,669,107
<INCOME-PRE-EXTRAORDINARY> 1,742,381
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,742,381
<EPS-BASIC> .99
<EPS-DILUTED> .99
<YIELD-ACTUAL> 7.94
<LOANS-NON> 634,000
<LOANS-PAST> 282,000
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 746,738
<CHARGE-OFFS> 83,366
<RECOVERIES> 18,002
<ALLOWANCE-CLOSE> 866,374
<ALLOWANCE-DOMESTIC> 0
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
