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 March 31, 2000
[ ] 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
1,759,064 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of April 1, 2000.
Transitional Small Business Disclosure Format: Yes , No X
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
AND SUBSIDIARY
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets for March 31, 2000 and December 31, 1999
Consolidated Statements of Income for the Three Months Ended
March 31, 2000 and March 31, 1999
Consolidated Statements of Stockholders' Equity for the Three Months
Ended March 31, 2000 and March 31, 1999
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 2000 and March 31, 1999
Notes to the Consolidated Financial Statements.
Item 2. Management's Discussion and Analysis of Finanicial Condition
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2000 AND DECEMBER 31, 1999
<TABLE>
March 31, December 31,
2000 1999
ASSETS:
<S> <C> <C>
Cash and due from banks:
Non-interest bearing $ 5,781,569 $ 5,450,435
Interest bearing 355,352 136,258
------------- --------------
Total cash and due from banks 6,136,921 5,586,693
Federal funds sold 2,000,000 875,000
Investment securities:
Held-to-maturity (market value of $49,738,268 and
$45,536,865, respectively) 50,804,354 46,553,344
Available for sale, at fair value 4,207,244 4,263,618
Equity securities 2,149,864 1,948,876
Loans, less unearned income of $75,628 in 2000 and
$90,185 in 1999; and allowance for loan losses of
$910,043 in 2000 and $835,576 in 1999 143,498,024 139,140,966
Bank premises and equipment, net of accumulated
depreciation 6,180,453 6,215,852
Goodwill 1,499,682 1,526,586
Other real estate owned 67,538 102,719
Accrued interest receivable 1,674,515 1,680,622
Cash surrender value life insurance 781,034 759,130
Other assets 241,494 200,446
------------- --------------
TOTAL ASSETS $ 219,241,123 $ 208,853,852
============= ==============
LIABILITIES:
Deposits:
Non-interest bearing $ 25,817,974 $ 25,548,966
Interest bearing 156,778,159 140,745,125
------------- --------------
Total deposits 182,596,133 166,294,091
Securities sold under repurchase agreements 600,000 1,482,445
Federal Home Loan Bank advances 12,150,000 17,850,000
Accrued Interest Payable 1,081,605 891,735
Negative Goodwill, net of accumulated amortization
of $2,320,851 in 2000 and $2,276,241 in 1999 739,571 784,181
Advances from borrowers for taxes & insurance 219,907 433,907
Accrued taxes and other liabilities 1,257,269 965,752
------------- --------------
Total liabilities 198,644,485 188,702,111
------------- --------------
STOCKHOLDERS' EQUITY:
Common stock, $2.50 par value per share; 12,000,000 shares
authorized; 1,759,064 and 1,767,064 shares issued and
outstanding in 2000 and 1999 4,417,660 4,417,660
Additional paid-in-capital 3,414,927 3,414,927
Retained earnings 13,161,615 12,559,261
Accumulated other comprehensive income (254,314) (240,107)
------------- --------------
20,739,888 20,151,741
Cost of 8,000 shares of common stock held by the company (143,250) 0
------------- --------------
Total stockholders' equity 20,596,638 20,151,741
------------- --------------
Total Liabilities and Stockholders' Equity $ 219,241,123 $ 208,853,852
============= ==============
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
March 31,
2000 1999
---------- -----------
INTEREST INCOME:
<S> <C> <C>
Interest and fees on loans $3,122,566 $2,597,261
Interest on investment securities:
Taxable interest income 871,714 684,263
Exempt from federal taxes 74,825 22,316
Interest on federal funds sold 5,174 29,024
---------- -----------
Total Interest Income 4,074,279 3,332,864
---------- -----------
INTEREST EXPENSE:
Interest on deposits 1,586,965 1,336,272
Interest on federal funds purchased 247,374 20,030
Interest on securities sold under
repurchase agreements 18,469 26,380
---------- ----------
Total Interest Expense 1,852,808 1,382,682
---------- ----------
NET INTEREST INCOME 2,221,471 1,950,182
PROVISION FOR LOAN LOSSES 70,000 45,000
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 2,151,471 1,905,182
---------- -----------
OTHER INCOME:
Service charge on deposit accounts 270,155 243,178
Income from fiduciary activities 25,300 20,019
Insurance premiums and commissions 5,183 4,792
Gain/(loss) on sale of ORE 38,819 0
Gain/(loss) on sale of mortgage loans 7,670 3,522
Amortization of negative goodwill 44,610 53,760
Equity in investee losses (19,113) (47,627)
Other 139,511 152,127
---------- ----------
Total Other Income 512,135 429,771
---------- ----------
OTHER EXPENSE:
Salaries 877,709 726,550
Employee benefits 128,076 88,921
Net occupancy expense 126,136 90,594
Equipment expense 188,515 146,362
FDIC assessment 7,970 10,000
Stationery & supplies 38,791 61,261
Other real estate expense 2,867 3,365
Amortization of Goodwill 26,904 18,336
Other 348,577 312,711
----------- ----------
Total Other Expenses 1,745,545 1,458,100
----------- ----------
INCOME BEFORE INCOME TAXES 918,061 876,853
INCOME TAX EXPENSE 315,707 309,220
----------- ----------
NET INCOME $ 602,354 $ 567,633
=========== ==========
EARNINGS PER SHARE DATA:
Basic earnings per share $ .34 $ .32
============ ===========
Diluted earnings per share $ .34 $ .32
============ ===========
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 THREE MONTHS ENDED MARCH 31, 2000 AND 1999
Accumulated
Additional Other
Common Stock Paid-In Retained Comprehensive Treasury
Shares Amount Capital Earnings Income Stock Total
--------- --------- ---------- ----------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
December 31, 1998 1,767,064 $4,417,660 $3,414,927 $11,399,263 $ 17,333 0 $19,249,183
Comprehensive Income:
Net income 567,633 567,633
Other comprehensive
income (net of tax):
Net change in
unrealized Gain/
(loss) on securities
Available for sale,
net Taxes for $31,797 ( 70,795) (70,795)
Balance --------- ---------- ---------- ------------ ------------- ---------- ------------
March 31, 1999 1,767,064 $4,417,660 $3,414,927 $11,966,896 ( 53,462) 0 $19,746,021
========= ========== ========== ============ ============= ========== ============
Balance
December 31, 1999 1,767,064 $4,417,660 $3,414,927 $12,559,261 ($240,107) 0 $19,746,021
Comprehensive Income:
Net income 602,354 602,354
Other comprehensive
income (net of tax):
Net change in
unrealized Gain
(loss) on
securities available
for sale, net of
taxes of $5,299 ( 14,207) ( 14,207)
Treasury Stock
Purchased (8,000) (143,250) (143,250)
Balance --------- ---------- ---------- ----------- ------------ ---------- ------------
March 31, 2000 1,759,064 $4,417,660 $3,414,927 $13,018,365 ($254,314) ($143,250) $20,596,638
========= ========== ========== =========== ============ ========== ============
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 THREE MONTHS ENDED MARCH 31, 2000 AND 1999
2000 1999
----------- -----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 602,354 $ 567,633
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred taxes (217,122) (63,947)
Provision for loan losses 70,000 45,000
Provision for depreciation 150,824 122,250
Federal home loan bank stock dividends received (17,000) (12,800)
(Gain) loss on sale of other real estate (38,819) 0
(Gain) loss on sale of loans (7,670) (3,522)
Amortization of investment security premiums, net (6,583) 37,968
Amortization of valuation adjustment on acquired loans 6,080 9,080
Amortization of valuation adjustment on acquired deposits 0 0
Amortization of negative goodwill (44,610) (53,760)
Amortization of premium 26,904 18,336
Equity in investee gain (loss) 19,112 47,627
Writedown of other real estate 0 8,785
Increase) decrease in accrued interest receivable 6,107 (30,595)
(Increase) decrease in cash surrender value (21,904) (15,581)
(Increase) decrease in other assets (41,048) 208,251
Increase (decrease) in interest payable 189,870 (17,642)
Increase (decrease) in accrued taxes & other liabilities 531,819 300,400
----------- -----------
Net cash provided (used) by operating activities 1,208,314 1,167,483
----------- -----------
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of Federal Home Loan Bank stock 13,600 13,700
Purchases of investment securities 0 0
Proceeds from maturities and paydowns
of investment securities 1,713,753 6,466,900
Purchases of investment securities (5.916,013) (7,937,920)
Purchases of FHLB securities (216,700) 0
(Increase) decrease in federal funds sold (1,125,000) (1,540,000)
Net (increase)/decrease in loans (4,425,468) (1,545,537)
Purchases of premises and equipment (115,425) (347,797)
Proceeds from sales of other real estate 74,000 0
Acquisition of branches 0 7,820,475
Net cash provided (used) by investing activities ----------- -----------
(9,997,253) 2,929,821
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in customer deposits 6,278,863 1,961,034
Net increase (decrease) in brokered deposits 10,000,000 0
Net increase (decrease) in securities sold (882,445) (250,000)
under repurchase
Net increase (decrease) in Fed Funds Purchased 0 (350,000)
Net increase (decrease) in Fed Home Loan Bank advances (5,700,000) (5,000,000)
Net increase (decrease) in advances from borrowers
for taxes and insurance (214,001) (192,506)
Acquisition of Treasury Stock (143,250) 0
----------- -----------
Net cash provided (used) by financing activities 9,339,167 (3,831,472)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 550,228 265,832
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,586,693 4,810,627
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,136,921 $ 5,076,459
=========== ===========
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
2000 1999
-------- ---------
<S> <C> <C>
Schedule of Non-Cash Investing and
Financing Activities:
Interest Paid 1,662,938 1,318,494
ACQUISITION OF BRANCHES:
Loans, net 0 1,826,881
Other Real Estate 0 200,000
Accrued interest receivable 0 11,295
Premises and equipment 0 785,220
Goodwill 0 1,100,100
Deposits 0 (11,662,141)
Accrued interest payable 0 (81,830)
--------- -----------
Cash and due from bank received
From acquired branch 0 (7,820,475)
========= ===========
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
MARCH 31, 2000 AND DECEMBER 31, 1999
Note 1. Presentation. The accompanying consolidated balance sheet for Britton &
Koontz Capital Corporation (the "Company") as of December 31, 1999, has been
derived from the audited financial statements of the Company for the year then
ended. The accompanying consolidated financial statements as of March 31, 2000,
and March 31, 1999, 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 1999
amounts have been reclassified to conform with the 2000 presentation.
Note 2. Nonperforming Assets. Nonperforming assets at March 31, 2000 and
December 31, 1999, were as follows:
03/31/00 12/31/99
-----------------------------
(dollars in thousands)
Nonaccrual loans by type
Real estate $ 374 $ 373
Installment 12 12
Commercial and all other loans 1 26
-------- --------
Total nonaccrual loans 387 411
Loan past due 90 days or more 154 306
-------- --------
Total nonperforming loans 541 717
Other real estate owned (net) 68 103
-------- --------
Total nonperforming assets $ 609 $ 820
======== ========
Nonperforming loans as a
percent of loans, net of
unearned interest and loans
held for sale .37% .51%
Allowance for Loan Losses. The following table reflects the transactions in the
allowance for loan losses for the three month periods ended March 31, 2000 and
1999:
03/31/00 03/31/99
-----------------------------
(dollars in thousands)
Balance at beginning of year $ 836 $ 747
Provision charged to operations 70 45
Charge offs (33) (26)
Recoveries 37 4
-------- --------
Net recoveries (charge offs) 4 (22)
-------- --------
Balance at end of period $ 910 $ 770
======== ========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .63% .63%
<PAGE>
Item 2: Management's Discussion and Analysis of Financial
Condition and Results 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 three months ended March 31, 2000, to
the same period in 1999.
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, costs 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.
Financial Condition
Total Assets. Total assets increased to $219.2 million at March 31,
2000, compared to $182.1 million at March 31, 1999. Loans, net of unearned
interest and allowance for loan losses, and investment securities increased
18.0% to $143.5 million and 26.6% to $57.2 million, respectively, at March 31,
2000, compared to the same period a year ago.
Asset Quality. Nonperforming loans at March 31, 2000, decreased $176
thousand primarily due to decreases in loans classified as delinquent 90 or more
days. The breakdown of nonperforming loans at March 31, 2000, and December 31
1999, respectively, were nonaccrual loans of $387 thousand and $411 thousand and
loans past due ninety days or more of $154 thousand and $306 thousand.
Nonperforming loans as a percentage of loans, net of unearned income decreased
to .37% at March 31, 2000, compared to .51% at December 31, 1999.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was increased to $910 thousand at March 31, 2000, compared to $770
thousand at March 31, 1999. The ratio of the allowance for possible loan losses
to loans, net of unearned income and loans held for sale, remained stable at
.63% at March 31, 2000. Management regularly reviews the level of
<PAGE>
the allowance for possible loan losses and is of the opinion that it is adequate
at March 31, 2000. The Company experienced net recoveries for the first three
months of 2000 of $4 thousand compared to net chargeoffs of $22 thousand for the
same period in 1999.
Other Real Estate. Other real estate decreased to $68 thousand from
$103 thousand at December 31, 1999.
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 $4.2 million to
$50.8 million at March 31, 2000, as compared to $46.6 million at December 31,
1999. The Company from time to time will purchase securities and hold them as
available for sale. These securities, which are marked to market, amounted to
$4.2 million at March 31, 2000. Equity securities at March 31, 2000, comprised
of Federal Reserve Bank stock of $239 thousand, Federal Home Loan Bank stock of
$1.2 million and a $733 thousand investment in Sumx Inc., increased $201
thousand due primarily to the purchase of additional stock in the Federal Home
Loan Bank.
Liquidity. Principal sources of liquidity for the Company are asset
cash flows, customer deposits and the ability to borrow against investment
securities and loans. The Company's cash and cash equivalents increased $550
thousand to $6.1 million at March 31, 2000, compared to $5.6 million at December
31, 1999. Cash provided by operating and financing activities increased by $1.2
million and $9.3 million, respectively, while investing activities used $10.0
million.
Deposits. Deposits increased to $182.6 million at March 31, 2000,
compared to $166.3 million at December 31, 1999, from $10.0 million in Brokered
CD's and $6.3 million from local customer deposits.
Capital. Stockholders' equity increased to $20.6 million at March 31,
2000, compared to $20.2 million at the end of 1999. The increase is offset by
8000 shares, $143 thousand of common stock held by the Company. The ratio of
Stockholders' equity to assets decreased to 9.39% at March 31, 2000, compared to
9.65% at the end of 1999, due to growth in total assets. The Company maintained
a Tier 1 capital to risk weighted assets ratio at March 31, 2000, of 14.41%, a
total capital to risk weighted assets ratio of 15.09% and a leverage ratio of
9.12%. These levels substantially exceed the minimum requirements of the
regulatory agencies of 4.00%, 8.00% and 3.00% respectively.
Results of Operations
First Quarter of 2000 Compared to the First Quarter of 1999
Analysis of Net Income. The Company recorded net income of $602
thousand or $.34 per share for the quarter ended March 31, 2000, compared to
$568 thousand or $.32 per share for the same period in 1999. The returns on
average assets and average equity for the first quarter of 2000 were 1.12% and
11.83%, respectively, while the returns were 1.24% and 11.58%, respectively, for
the same period in 1999.
Analysis of Net Interest Income. Net interest income increased $271
thousand or 13.9% to $2.2 million for the period ended March 31, 2000, due to an
18.3% growth in average earning assets. $206 thousand of the increase was the
result of volume increases with the remainder coming from slight increases
<PAGE>
in rates. Interest income increased $741 thousand or 22.2% primarily on the
strength of an 17.1% increase in average loan volumes along with a 25.5%
increase in the Banks investment portfolio from leverage strategies.
Provision for Loan Losses. The Company increased the provision for loan
loss expense to $70 thousand in the first quarter of 2000 compared to $45
thousand for the first quarter of 1999, in an effort to keep pace with the
growing loan portfolio.
Non-Interest Income. Non-interest income for the quarter ended March
31, 2000, increased $82 thousand to $512 thousand compared to $430 thousand for
the same period during 1999. Income from bank operations continues to reflect
strong core income growth which occurred in most major categories, including
fees charged on deposit accounts, trust activities, and ATM fees.
Non-Interest Expense. Non-interest expense increased $288 thousand to
$1.7 million for the period ended March 31, 2000. Salaries and employee benefits
accounted for approximately two-thirds of the increase. Equipment and occupancy
expense increased $78 thousand primarily due to the addition of two new
branches.
Pretax Income. The combination of all the above factors produced a 4.7%
increase in pretax income to $918 thousand compared to $877 thousand for the
same period in the previous year.
Income Taxes. Income taxes increased to $316 thousand for the quarter
ended March 31, 2000, from $309 thousand for same period last year.
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
<PAGE>
EXHIBIT INDEX
Exhibit / Description of Exhibit
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 and restated,
incorporated by reference to Exhibit 3.2 to Registrant's Annual Report on Form
10- KSB filed with the Commission on March 30, 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.
10.01
Employment Agreement dated December 31, 1996, between Britton & Koontz Capital
Corporation 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.
10.02
Employment Agreement dated December 31, 1996, between Britton & Koontz Capital
Corporation 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 Capital
Corporation 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.
<PAGE>
10.04
Salary Continuation Plan Agreements dated September 26, 1994, between Britton &
Koontz Capital Corporation and W. Page Ogden, Bazile R. Lanneau, Jr. and James J
Cole, incorporated by reference to Exhibit 10 to Registrant's Current Report on
Form 10-QSB filed with the Commission on November 14, 1994.
10.05
System Purchase Agreement dated January 22, 1996 between the Britton & Koontz
First National Bank and InterBank Systems, Inc., incorporated by reference to
Exhibit 10.5 to 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 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 Compensation 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 30,
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 30, 1999.
10.11
Voting Agreement dated December 3, 1998, among Britton & Koontz Capital
Corporation, Summit Research, 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 30, 1999.
<PAGE>
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 30, 1999.
11
Statement re: Computation of Per Share Earnings
27
Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K, dated February 23, 2000, announcing the
opening of a Loan Production Office in Baton Rouge, Louisiana.
The Company filed a report on Form 8-K, dated February 23, 2000, reporting
earnings for the quarter and year ended December 31, 1999.
The Company filed a report on Form 8-K, dated February 23, 2000, announcing the
buyback of up to 85,000 shares of its common stock.
<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
May 15, 2000 /s/ W. Page Ogden
------------------------------------------
President and Chief Executive Officer
May 15, 2000 /s/ Bazile R. Lanneau, Jr.
------------------------------------------
Vice President and Chief Financial Officer
EXHIBIT 11
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended
March 31, 2000 March 31, 1999
----------------- ------------------
<S> <C> <C>
Basic:
Average shares outstanding: 1,763,866 1,767,064
Net effect of the assumed
exercise of stock options-
based on the treasury stock
method using average stock prices 0 0
----------------- ------------------
Total 1,763,866 1,767,064
================= ==================
Net income $602,354 $567,633
================= ==================
Net income per share $0.34 $0.32
================= ==================
Diluted:
Average shares outstanding: 1,763,866 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 0 0
----------------- ------------------
Total 1,763,866 1,767,064
================= ==================
Net income $602,354 $567,633
================= ==================
Net income per share $0.34 $0.32
================= ==================
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<CIK> 0000707604
<NAME> BRITTON & KOONTZ CAPITAL CORP
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 6,136,921
<INT-BEARING-DEPOSITS> 156,778,159
<FED-FUNDS-SOLD> 2,000,000
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<LOANS> 143,498,024
<ALLOWANCE> 910,043
<TOTAL-ASSETS> 219,241,123
<DEPOSITS> 182,596,133
<SHORT-TERM> 12,750,000
<LIABILITIES-OTHER> 3,298,352
<LONG-TERM> 0
0
0
<COMMON> 4,417,660
<OTHER-SE> 16,178,978
<TOTAL-LIABILITIES-AND-EQUITY> 219,241,123
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<INTEREST-DEPOSIT> 1,586,965
<INTEREST-EXPENSE> 1,852,808
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<LOAN-LOSSES> 70,000
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<EXPENSE-OTHER> 1,745,545
<INCOME-PRETAX> 918,061
<INCOME-PRE-EXTRAORDINARY> 602,354
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<EPS-BASIC> .34
<EPS-DILUTED> .34
<YIELD-ACTUAL> 8.09
<LOANS-NON> 387,000
<LOANS-PAST> 154,000
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<ALLOWANCE-CLOSE> 910,043
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</TABLE>
