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, 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. ____
1,752,564 Shares of Common Stock, Par Value $2.50, were issued and outstanding
as of October 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 (Unaudited)
Consolidated Balance Sheets for September 30, 2000 and December 31, 1999
Consolidated Statements of Income for the Three and Nine Months Ended
September 30, 2000 and September 30, 1999
Consolidated Statements of Stockholders' Equity for the Nine Months
Ended September 30, 2000 and September 30, 1999
Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2000 and September 30, 1999
Notes to the Consolidated Financial Statements.
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
FOR THE PERIODS ENDED
<TABLE>
<CAPTION>
A S S E T S September 30, December 31,
2000 1999
<S> <C> <C>
---------------- ----------------
Cash and due from banks:
Non-interest bearing $ 5,373,062 $ 5,450,435
Interest bearing 239,093 136,258
---------------- ----------------
Total cash and due from banks 5,612,155 5,586,693
Federal funds sold - 875,000
Investment Securities:
Held-to-maturity (market value, in 2000 and 1999,
of $54,349,567 and $45,536,865, respectively) 54,791,289 46,553,344
Available-for-sale (amortized cost, in 2000 and 1999,
of $4,413,146 and $4,640,428, respectively) 4,148,565 4,263,618
Equity securities, cost less equity in unallocated losses 855,884 751,626
Other equity securities 1,587,750 1,197,250
Loans, less unearned income of $55,024 in 2000 and
$90,185 in 1999, and allowance for loan losses of
$1,026,301 in 2000 and $835,576 in 1999 161,306,902 139,140,966
Bank premises and equipment, net 6,442,791 6,215,852
Goodwill 1,445,874 1,526,586
Other real estate, net 58,500 102,719
Accrued interest receivable 2,160,955 1,680,622
Cash surrender value of life insurance 799,993 759,130
Other assets 465,918 200,446
---------------- ----------------
TOTAL ASSETS $ 239,676,576 $ 208,853,852
================ ================
LIABILITIES
Deposits
Non-interest bearing $ 25,891,627 $ 25,572,145
Interest bearing 155,635,915 140,745,125
---------------- ----------------
Total deposits 181,527,542 166,317,270
Federal Home Loan Bank advances 26,550,000 17,850,000
Federal funds purchased 3,200,000 -
Securities sold under repurchase agreements 3,368,190 1,482,445
Accrued interest payable 1,444,976 891,735
Negative goodwill, net of accumulated amortization
of $2,403,991 in 2000 and $2,276,241 in 1999 656,431 784,181
Advances from borrowers for taxes and insurance 373,347 433,908
Accrued taxes and other liabilities 1,306,132 942,572
---------------- ----------------
Total liabilities 218,426,618 188,702,111
---------------- ----------------
STOCKHOLDERS' EQUITY
Common stock - $2.50 par value per share; 12,000,000 shares
authorized; 1,752,564 and 1,767,064 shares issued and
outstanding in 2000 and 1999, respectively 4,417,660 4,417,660
Additional paid-in capital 3,414,927 3,414,927
Retained earnings 13,844,485 12,559,261
Accumulated other comprehensive income (169,739) (240,107)
---------------- ----------------
21,507,333 20,151,741
Cost of 14,500 shares of common stock held by the company (257,375) -
---------------- ----------------
Total stockholders' equity 21,249,958 20,151,741
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 239,676,576 $ 208,853,852
================ ================
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- -------------------------------------
2000 1999 2000 1999
--------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $3,646,704 $2,921,711 $ 10,177,075 $ 8,219,934
Interest on investment securities:
Taxable interest income 956,845 660,542 2,782,554 2,042,484
Exempt from federal taxes 94,038 23,942 247,204 70,114
Interest on federal funds sold 1,937 377 14,628 38,242
--------------- --------------- ----------------- -----------------
Total interest income 4,699,524 3,606,572 13,221,461 10,370,774
--------------- --------------- ----------------- -----------------
INTEREST EXPENSE:
Interest on deposits 1,948,316 1,305,068 5,301,090 3,933,281
Interest on other borrowed funds 401,571 147,622 951,515 223,420
Interest on securities sold under
repurchase agreements 25,603 20,778 55,259 70,125
-------------- -------------- ---------------- -----------------
Total interest expense 2,375,490 1,473,468 6,307,864 4,226,826
-------------- -------------- ---------------- -----------------
NET INTEREST INCOME 2,324,034 2,133,104 6,913,597 6,143,948
Provision for loan losses 90,000 95,000 250,000 185,000
--------------- --------------- ----------------- -----------------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,234,034 2,038,104 6,663,597 5,958,948
--------------- --------------- ----------------- -----------------
OTHER INCOME:
Service charges on deposit accounts 298,414 308,270 855,113 806,001
Income from fiduciary activities 18,176 19,336 61,203 58,183
Insurance premiums and commissions 7,751 6,044 18,692 20,578
Gain/(loss) on sale of ORE 3,260 - 42,079 (18,094)
Gain/(loss) on sale of mortgage loans 31,301 1,076 51,637 10,897
Gain/(loss) on sale of securities - - - 4,385
Other real estate income - 4,385 - 3,000
Amortization of negative goodwill 40,590 48,980 127,750 154,050
Equity investee gains/(losses) (78,309) (37,677) (145,742) (119,596)
Other 132,852 162,932 407,397 448,634
--------------- --------------- ----------------- -----------------
Total other income 454,035 513,346 1,418,129 1,368,038
--------------- --------------- ----------------- -----------------
OTHER EXPENSES:
Salaries 828,354 737,671 2,502,927 2,144,811
Employee benefits 135,104 136,150 392,219 315,293
Director fees 36,540 36,240 109,620 108,720
Net occupancy expense 127,286 106,635 391,252 295,928
Equipment expenses 199,532 172,468 592,991 497,441
FDIC assessment 9,181 9,770 25,558 29,769
Stationery and supplies 39,512 41,108 133,569 160,987
Other real estate expense 362 1,036 3,590 3,158
Amortization of goodwill 26,904 24,048 80,712 36,672
Other 415,360 389,007 1,129,794 1,065,100
--------------- --------------- ----------------- -----------------
Total other expenses 1,818,135 1,654,133 5,362,232 4,657,879
--------------- --------------- ----------------- -----------------
INCOME BEFORE INCOME TAX EXPENSE 869,934 897,317 2,719,494 2,669,107
Income tax expense 290,029 317,419 907,752 926,726
--------------- --------------- ----------------- -----------------
NET INCOME $ 579,905 $ 579,898 $ 1,811,743 $ 1,742,381
=============== =============== ================= =================
EARNINGS PER SHARE DATA:
Basic earnings per share $ 0.33 $ 0.33 $ 1.03 $ 0.99
Basic weighted shares outstanding 1,752,564 1,767,064 1,757,613 1,767,064
Diluted earnings per share $ 0.33 $ 0.33 $ 1.03 $ 0.99
Diluted weighted shares outstanding 1,752,564 1,767,926 1,757,613 1,767,318
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Common Stock Accumulated
---------------------- Additional Other Total
Paid-in Retained Comprehensive Treasury Stockholders'
Shares Amount Capital Earnings Income Stock Equity
-------- ------------ ------------ ----------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at 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
of taxes for $121,688 (225,733) (225,733)
Cash dividend declared
$.30 per share (530,119) (530,119)
--------- ------------ ------------ ----------- --------------- ------------ ---------------
Balance at September 30, 1999 1,767,064 $ 4,417,660 $ 3,414,927 $12,611,525 $ (208,400) $ - $ 20,235,712
========= ============ ============ =========== =============== ============ ===============
Balance at December 31, 1999 1,767,064 $ 4,417,660 $ 3,414,927 $12,559,261 $ (240,107) $ - $ 20,151,741
Comprehensive Income:
Net income - - - 1,811,743 - 1,811,743
Other comprehensive
income (net of tax):
Net change in unrealized
gain/(loss) on securities
available for sale, net
of taxes for $41,861 70,368 70,368
Cash dividend declared
$.30 per share (526,519) (526,519)
Treasury stock purchased at cost (14,500) - - - - (257,375) (257,375)
--------- ------------ ------------ ------------ --------------- ------------ ---------------
Balance at September 30, 2000 1,752,564 $ 4,417,660 $ 3,414,927 $13,844,485 $ (169,739) $ (257,375) $ 21,249,958
========= ============ ============= ============ =============== ============ ===============
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2000 1999
--------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,811,743 $ 1,742,381
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income taxes (27,676) (140,919)
Provision for loan losses 250,000 185,000
Provision for depreciation 477,482 401,166
Stock dividends received (75,300) (38,200)
(Gain)/loss on sale of other real estate (42,079) 18,094
(Gain)/loss on sale of mortgage loans (51,637) (10,897)
(Gain)/loss on sale of investment securities - (4,384)
Amortization/(accretion) of investment security
premiums (discounts), net (49,211) 87,160
Amortization of valuation adjustment on acquired loans 16,550 24,800
Amortization of negative goodwill (127,750) (154,050)
Amortization of goodwill 80,712 60,720
Equity in investee (gains)/losses 145,742 119,596
Writedown of other real estate 9,038 15,690
(Increase)/decrease in accrued interest receivable (480,333) (229,616)
(Increase)/decrease in cash surrender value (40,863) (34,447)
(Increase)/decrease in other assets (265,472) 143,219
(Increase)/decrease in accrued interest payable 553,241 (189,650)
(Increase)/decrease in accrued taxes and other liabilities 391,236 344,474
--------------- -------------
Net cash provided (used) by operating activities 2,575,423 2,340,137
--------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase)/decrease in federal funds sold 875,000 -
Proceeds from sales, maturities and paydowns
of investment securities 3,954,701 14,763,396
Redemption of FHLB stock 49,000 38,800
Purchase of FHLB stock (364,200) -
Purchases of investment securities (12,208,015) (13,982,921)
(Increase)/decrease in loans (22,380,849) (15,883,365)
Cash and due from banks received in acquisition of branches - 11,271,434
Proceeds from sale and transfers of other real estate 77,261 190,000
Purchase of premises and equipment (704,421) (1,073,104)
--------------- -------------
Net cash (provided) used in investing activities (30,701,523) (4,675,760)
--------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase /(decrease) in customer deposits 5,210,272 (6,196,737)
Increase /(decrease) in brokered deposits 10,000,000 -
Increase /(decrease) in securities sold under
repurchase agreements 1,885,745 (765,388)
Increase /(decrease) in federal funds purchased 3,200,000 (350,000)
Increase /(decrease) in FHLB advances 8,700,000 11,200,000
Increase /(decrease) in advances from borrowers
for taxes and insurance (60,561) (38,216)
Acquisition of treasury stock (257,375) -
Cash dividends paid (526,519) (530,119)
--------------- -------------
Net cash provided (used) by financing activities 28,151,562 3,319,540
--------------- -------------
Net Increase/(decrease) in cash and due from banks 25,462 983,917
--------------- -------------
Cash and due from banks at beginning of year 5,586,693 4,810,627
--------------- -------------
Cash and due from banks at end of year $ 5,612,155 $ 5,794,544
=============== =============
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, (continued)
2000 1999
--------------- -------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for interest $ 5,754,623 $ 4,293,590
=============== =============
Cash paid during the year for income taxes $ 892,350 $ 913,050
=============== =============
ACQUISITION OF BRANCHES:
Loans, net $ - $ 1,826,881
Other branch premises (1) - 200,000
Accrued interest receivable - 11,295
Premises and equipment - 785,220
Goodwill - 1,100,100
Deposits - (11,662,141)
Accrued interest payable - (81,830)
--------------- -------------
Cash and due from banks received in acquisition of branches $ - $ (7,820,475)
=============== =============
(1) Other branch premises were acquired with the intent of disposition and
were placed directly into other real estate.
<PAGE>
</TABLE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 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
September 30, 2000, and September 30, 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 to the 2000 presentation.
Note 2. Nonperforming Assets. Nonperforming assets at September 30, 2000 and
December 31, 1999, were as follows:
<TABLE>
<CAPTION>
09/30/00 12/31/99
---------------------------
(dollars in thousands)
<S> <C> <C>
Nonaccrual loans by type
Real estate $ 729 $ 373
Installment 48 12
Commercial and all other loans 1 26
-------- --------
Total nonaccrual loans 778 411
Loans past due 90 days or more 358 306
-------- --------
Total nonperforming loans 1,136 717
Other real estate owned (net) 59 103
-------- --------
Total nonperforming assets $ 1,195 $ 820
======== ========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans for sale .70% .51%
======== ========
</TABLE>
Allowance for Loan Losses. The following table reflects the transactions in
the allowance for loan losses for the nine months ended September 30, 2000 and
1999:
<TABLE>
<CAPTION>
09/30/00 09/30/99
---------------------------
(dollars in thousands)
<S> <C> <C>
Balance at beginning of year $ 836 $ 747
Provision charged to operations 250 185
Charge offs (130) (84)
Recoveries 70 18
-------- --------
Net recoveries (charge offs) (60) (66)
-------- --------
Balance at end of period $ 1,026 $ 866
======== ========
Allowance for loan losses as a percent
of loans, net of unearned interest
and loans held for sale .63% .63%
======== ========
</TABLE>
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 nine months ended September 30, 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 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 legislative 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
Earning Assets. Earning assets averaged $223.9 million in the third
quarter of 2000, a $44.3 million (25%) increase from the third quarter 1999
average of $179.7 million. The increase was due to growth in the investment
portfolio (45%) and strong loan growth (18%) in existing markets as well as
the bank's expanding presence to Vicksburg, Mississippi and Baton Rouge,
Louisiana. Investment and loan growth has been funded by an increase in
deposits and borrowed funds along with the reinvestment of proceeds from
securities paydowns.
Asset Quality. Several key measures are used to evaluate and
monitor the Company's asset quality. These measures include total
delinquencies, nonaccrual loans and other real estate owned by the bank.
Nonperforming loans at September 30, 2000 increased $419 thousand primarily
due to increases in nonaccrual loans and slight increases in loans 90 days or
more delinquent. The breakdown of nonperforming loans at September 30, 2000,
and December 31, 1999, respectively, were nonaccrual loans of $778 thousand
and $411 thousand and loans past due ninety days or more of $358 thousand and
$306 thousand. The increase in nonaccrual loans was due to foreclosure of one
local real estate loan. An appraisal made in 1999 indicates no loss to the
bank. This foreclosure increased nonperforming loans as a percentage of loans,
net of unearned income to .70% at September 30, 2000, compared to .51% at
December 31, 1999.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was increased to $1.026 million at September 30, 2000, compared to $866
thousand at September 30, 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 September 30, 2000. The Company regularly reviews the
reserve for possible loan losses to maintain an adequate level to absorb loan
losses that may be inherent in the portfolio. The bank's 1-4 family
residential first mortgage loans represent approximately 50% of the total
portfolio with very little history of loss. Therefore, management is of the
opinion that the provision is adequate at September 30, 2000. The bank
reported net chargeoffs for the first nine months of 2000 of $60 thousand
compared to $66 thousand for the same period in 1999.
Other Real Estate. Other real estate decreased to $59 thousand at
September 30, 2000, from $103 thousand at December 31, 1999, due to the sale
of one piece of property.
Securities. Securities primarily consist of mortgage-backed, U.S.
government agencies and municipal 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 $8.2 million to $54.8 million at September 30, 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 $4.1 million at September
30, 2000. Equity securities at September 30, 2000, consists of the Company's
investment in Sumx Inc. which increased $104 thousand during the nine months
ended September 30, 2000. This increase in made up of equity losses recorded
by the Company during this period of $146 thousand and an additional
investment of $250 thousand. Other equity securities, comprised of Federal
Reserve Bank stock of $239 thousand, Federal Home Loan Bank stock of $1.3
million, increased $391 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 decreased $25
thousand to $5.6 million at September 30, 2000. Cash provided by operating and
financing activities increased by $2.6 million and $28.2 million,
respectively, while investing activities used $30.7 million.
Deposits. Deposits increased to $181.5 million at September 30,
2000 compared to $166.3 million at December 31, 1999, due to $10.0 million in
Brokered CD's and $5.2 million from national markets and local customer
deposits.
Capital. Shareholders' equity totaled $21.2 million at September
30, 2000, compared to $20.2 million a year earlier. The increase is primarily
the result of net income over the most recent twelve months totaling $2.3
million offset by $1.4 million in dividends declared on common stock and the
repurchase of 14,500 shares of common stock at an average price of $17.75 per
share. The ratio of Shareholders' equity to assets decreased to 8.87% at
September 30, 2000 compared to 10.31% at September 30, 1999, due to growth in
total assets. The Company maintained a total capital to risk weighted assets
ratio of 14.10%, a Tier 1 capital to risk weighted assets ratio of 13.41% and
a leverage ratio of 8.40%. These levels substantially exceed the minimum
requirements of the regulatory agencies for well-capitalized institutions of
10.00%, 6.00% and 5.00% respectively.
Results of Operations
First nine months of 2000 compared to the first nine months of 1999
Analysis of Net Income. Net income increased to $1.812 million or
$1.03 per share from $1.742 million or $.99 per share. This increase came
about even though the Company expensed $40 thousand during the third quarter
associated with the proposed acquisition of Louisiana Bank and Trust, a $42
million bank in Baton Rouge, La. The Company's previous efforts to modernize
facilities and update computer operations are being reflected in higher than
normal equipment and occupancy expenses. During this period of increased
expenses, the bank's core income comprised of service charges on deposit
accounts, internet fees and other retail service fees, remains high. Returns
on average assets and average equity for the first nine months of 2000 were
1.06% and 11.63%, respectively.
Analysis of Net Interest Income. Net interest income increased $770
thousand or 12.5% to $6.9 million for the period ended September 30, 2000, due
to a 22% growth in average earning assets offset by a 27% increase in average
costing liabilities. $759 thousand of the increase in net interest income was
the result of volume increases with the remainder coming from slight increases
in rates. Interest income increased $2.9 million or 27% primarily on the
strength of a 19% increase in average loan volumes along with a 38% increase
in the banks investment portfolio from leverage strategies.
Provision for Loan Losses. The Company increased the provision for
loan loss expense to $250 thousand during the current year compared to $185
thousand in 1999, in an effort to keep pace with the growing loan portfolio.
Non-Interest Income. Non-interest income increased 4% to $1.4
million due to growth in service charges on deposit accounts, Internet fees
and gains from sales of mortgage loans. The bank also sold property previously
held in other real estate for a gain of $42 thousand.
Non-Interest Expense. Non-interest expense increased 15% or $704
thousand to $5.4 million for the nine-month period ended September 30, 2000.
Salaries and employee benefits accounted for more than one-third of the
increase. Equipment and occupancy expense increased $190 thousand primarily
due to the addition of two new branches.
Pretax Income. The combination of all the above factors produced a
2% increase in pretax income to $2.72 million compared to $2.67 million for
the same period in the previous year.
Income Taxes. Income taxes decreased to $908 thousand for the nine
months ended September 30, 2000, from $927 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
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.
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-KSB 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/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, among 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.
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 August 3, 2000, reporting
earnings for the second quarter ended June 30, 2000.
The Company filed a report on Form 8-K, dated August 28, 2000, to announce the
merger with Louisiana Bancshares, a Louisiana bank holding company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
BRITTON & KOONTZ CAPITAL CORPORATION
November 14, 2000 /s/ W. Page Ogden
____________________________________
W. Page Ogden
President and Chief Executive Office
November 14, 2000 /s/ Bazile R. Lanneau, Jr.
____________________________________
Bazile R. Lanneau, Jr.
Vice President and Chief Financial Officer
