U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report Under Section 13 Or 15 (d) Of the Securities Exchange
Act Of 1934 For the Quarterly Period Ended June 30, 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 July 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 June 30, 2000 and December 31, 1999
Consolidated Statements of Income for the Three and Six Months Ended
June 30, 2000 and June 30, 1999
Consolidated Statements of Stockholders' Equity for the Six Months
Ended June 30, 2000 and June 30, 1999
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2000 and June 30, 1999
Notes to the Consolidated Financial Statements.
<PAGE>
<TABLE>
<CAPTION>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
June 30, December 31,
2000 1999
------------ ------------
ASSETS:
<S> <C> <C>
Cash and due from banks:
Non-interest bearing $ 6,236,840 $ 5,450,435
Interest bearing 481,573 136,258
------------- ------------
Total cash and due from banks 6,718,413 5,586,693
Federal funds sold 1,100,000 875,000
Investment securities:
Held-to-maturity (market value of $54,753,720 and
$45,536,865, respectively) 55,726,092 46,553,344
Available for sale, at fair value 4,179,302 4,263,618
Equity securities 2,174,243 1,948,876
Loans, less unearned income of $64,665 in 2000 and
$90,185 in 1999; and allowance for loan losses of
$987,693 in 2000 and $835,576 in 1999 156,976,993 139,140,966
Bank premises and equipment, net of accumulated
depreciation 6,451,474 6,215,852
Goodwill 1,472,778 1,526,586
Other real estate owned less
Allowance for loses 67,538 102,719
Accrued interest receivable 2,161,674 1,680,622
Cash surrender value life insurance 791,621 759,130
Other assets 206,840 200,446
------------ ------------
TOTAL ASSETS $238,026,968 $208,853,852
============ ============
LIABILITIES:
Deposits:
Non-interest bearing 27,149,697 25,548,966
Interest bearing 162,324,544 140,745,125
------------- ------------
Total deposits 189,474,241 166,294,091
Securities sold under repurchase agreements 1,200,000 1,482,445
Federal Home Loan Bank advances 22,840,000 17,850,000
Accrued Interest Payable 1,423,771 891,735
Negative Goodwill, net of accumulated amortization of
$2,363,401 in 2000 and $2,276,241 in 1999 697,021 784,181
Advances from borrowers for taxes & insurance 299,798 433,907
Accrued taxes and other liabilities 1,423,160 965,752
------------- ------------
Total Liabilities 217,357,991 188,702,111
============= ============
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 4,417,660 4,417,660
Additional paid-in-capital 3,414,927 3,414,927
Retained earnings 13,264,579 12,559,261
Accumulated other comprehensive income (170,814) (240,107)
----------- -----------
20,926,352 20,151,741
Cost of 14,500 shares of common stock held
by the company (257,375) 0
------------ ------------
Total Stockholders' Equity 20,668,977 20,151,741
------------ ------------
Total Liabilities and Stockholders' Equity $238,026,968 $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
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Three Months Ended Six Months Ended
June June
2000 1999 2000 1999
------------ ----------- ---------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and fees on loans $3,407,805 $2,700,962 $6,530,371 $5,298,223
Interest on investment securities:
Taxable interest income 953,995 697,680 1,825,709 1,381,943
Exempt from federal taxes 78,341 23,856 153,166 46,172
Interest on federal funds sold 7,517 8,840 12,691 37,864
---------- ---------- ---------- ----------
Total Interest Income $4,447,658 $3,431,338 $8,521,937 $6,764,202
---------- ---------- ---------- ----------
INTEREST EXPENSE:
Interest on deposits 1,765,809 1,291,941 3,352,774 2,628,213
Interest on federal funds purchased
And FHLB Advances 302,570 55,768 549,944 75,798
Interest on securities sold under
repurchase agreements 11,187 22,967 29,656 49,347
--------- ---------- ---------- ----------
Total Interest Expense 2,079,566 1,370,676 3,932,374 2,753,358
--------- ---------- ---------- ----------
NET INTEREST INCOME 2,368,092 2,060,662 4,589,563 4,010,844
PROVISION FOR LOAN LOSSES 90,000 45,000 160,000 90,000
--------- ---------- ---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 2,278,092 2,015,662 4,429,563 3,920,844
--------- ---------- ---------- ----------
OTHER INCOME:
Service charge on deposit accounts 286,544 254,553 556,699 497,731
Income from fiduciary activities 17,727 18,828 43,027 38,847
Insurance premiums and commissions 5,758 9,742 10,941 14,534
Gain/(loss) on sale of ORE 0 (18,094) 38,819 (18,094)
Gain/(loss) on sale of mortgage loans 12,666 6,299 20,336 9,821
Amortization of negative goodwill 42,550 51,310 87,160 105,070
Other real estate income 0 3,000 0 3,000
Equity in investee losses (48,320) (34,292) (67,433) (81,919)
Other 135,034 133,575 274,545 285,702
-------- --------- --------- ---------
Total Other Income 451,959 424,921 964,094 854,692
-------- --------- --------- ---------
OTHER EXPENSE:
Salaries 869,944 753,069 1,747,653 1,479,619
Employee benefits 129,039 90,222 257,115 179,143
Net occupancy expense 137,830 98,699 263,966 189,293
Equipment expense 204,944 178,611 393,459 324,973
FDIC assessment 8,407 9,999 16,377 19,999
Stationery & supplies 55,266 58,618 94,057 119,879
Other real estate expense 361 (1,243) 3,228 2,122
Amortization of Premium 26,904 18,336 53,808 36,672
Other 365,857 339,335 714,434 652,046
--------- --------- --------- ---------
Total Other Expenses 1,798,552 1,545,646 3,544,097 3,003,746
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 931,499 894,937 1,849,560 1,771,790
Income Tax Expense 302,016 300,087 617,723 609,307
--------- --------- --------- ---------
NET INCOME 629,483 594,850 1,231,837 1,162,483
========= ========= ========== =========
EARNINGS PER SHARE DATA:
Basic earnings per share $ .36 $ .34 $ .70 $ .66
Diluted earnings per share $ .36 $ .34 $ .70 $ .66
The accompanying notes are an integral part of these financial statements
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 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 1,162,483 1,162,483
Other comprehensive
Income (net of tax):
Net change in
unrealized Gain/
(loss) on securities
available for sale,
net of taxes for $92,022 (182,329) (182,329)
Cash dividend declared
$.30 per share (530,119) (530,119)
--------- --------- ---------- ----------- --------- ------- -----------
Balance June 30, 1999 1,767,064 $4,417,660 $3,414,927 $12,031,627 ($164,996) $ 0 $19,699,218
========= ========= ========== =========== ========= ======= ===========
Balance December 31, 1999 1,767,064 $4,417,660 $3,414,927 $12,559,261 ($240,107) 0 $20,151,741
Comprehensive Income:
Net income 1,231,837 1,231,837
Other comprehensive
Income (net of tax):
Net change in
unrealized Gain/
(loss) on securities
available for sale,
net of taxes of $21,303 69,293 69,293
Cash dividend declared
$.30 per share (526,519) (526,519)
Treasury Stock
Purchased @ cost (14,500) (257,375) (257,375)
--------- ---------- ---------- ----------- ---------- --------- -----------
Balance June 30, 2000 1,752,564 $4,417,660 $3,414,927 $13,264,579 ($170,814) ($257,375) $20,668,977
========= ========== ========== =========== ========== ========= ===========
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
2000 1999
---------- ----------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $ 1,231,837 $ 1,162,483
Adjustments to reconcile net income to net
cash provided by (used in)
operating activities:
Deferred taxes (37,659) (106,752)
Provision for loan losses 160,000 90,000
Provision for depreciation 312,594 261,708
Federal Home Loan Bank stock dividends received (54,500) (25,100)
(Gain) loss on sale of other real estate (38,819) 18,094
(Gain) loss on sale of loans (20,336) (9,821)
Amortization of investment security premiums, net (22,437) 68,648
Amortization of valuation adjustment on acquired loans 11,570 17,370
Amortization of negative goodwill (87,160) (105,070)
Amortization of premium 53,808 36,672
Equity in investee (gain) loss 67,433 81,919
Writedown of other real estate 0 15,690
(Increase) decrease in accrued interest receivable (481,052) (72,038)
(Increase) decrease in cash surrender value (32,491) (26,348)
(Increase) decrease in other assets (6,394) 98,678
Increase (decrease) in accrued interest payable 532,036 (244,679)
Increase (decrease) in other payables 518,247 246,746
--------- ----------
Net cash provided (used) by operating activities 2,106,677 1,508,200
========= ==========
CASH FLOW FROM INVESTING ACTIVITIES:
Proceeds from sale of Federal Home Loan Bank stock 30,600 26,500
Proceeds from maturities and paydowns of
investment securities 2,621,313 8,503,326
Purchases of investment securities (11,618,015) (7,937,921)
Purchases of FHLB stock (268,900) 0
(Increase) decrease in federal funds sold (225,000) 0
Net (increase)/decrease in loans (17,987,261) (7,753,922)
Purchases of premises and equipment (548,216) (632,747)
Proceeds from sales of other real estate 74,000 190,000
Acquisition of branches 0 7,820,475
----------- -----------
Net cash provided (used) by investing activities (27,921,479) 215,711
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in customer deposits 13,156,971 (2,153,740)
Net increase (decrease) in brokered deposits 10,000,000 0
Net increase (decrease) in securities sold
repurchase agreements (282,445) (625,000)
Net increase (decrease) in federal funds purchased 0 1,405,000
Net increase (decrease) in FHLB advances 4,990,000 0
Net increase (decrease) in advances from borrowers
for taxes and insurance (134,110) (107,027)
Acquisition of treasury stock (257,375) 0
Cash dividends paid (526,519) (530,119)
----------- -----------
Net cash provided (used) by financing activities 26,946,522 (2,010,886)
----------- -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,131,720 (286,975)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,586,693 4,810,627
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,718,413 $ 4,523,652
============ ============
<PAGE>
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
2000 1999
---------- -----------
<S> <C> <C>
Schedule of Non-Cash Investing and
Financing Activities:
Interest Paid $ 3,400,338 $ 2,916,207
ACQUISITION OF BRANCHES:
Loans, net 0 1,826,881
Other branch premises (1) 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)
(1) Other branch premises were acquired with the intent of disposition
and were placed directly into Other Real Estate.
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
JUNE 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 June 30, 2000,
and June 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 June 30, 2000 and
December 31, 1999, were as follows:
06/30/00 12/31/99
(dollars in thousands)
Nonaccrual loans by type
Real estate $ 373 $ 373
Installment 14 12
Commercial and all other loans 1 26
-------- --------
Total nonaccrual loans 388 411
Loan past due 90 days or more 467 306
-------- --------
Total nonperforming loans 855 717
Other real estate owned (net) 68 103
-------- --------
Total nonperforming assets $ 923 $ 820
======== ========
Nonperforming loans as a percent
of loans, net of unearned interest
and loans for sale .54% .51%
Allowance for Loan Losses. The following table reflects the transactions in
the allowance for loan losses for the six months periods ended June 30, 2000
and 1999:
06/30/00 06/30/99
(dollars in thousands)
Balance at beginning of year $ 836 $ 747
Provision charged to operations 160 90
Charge offs (63) (66)
Recoveries 55 10
-------- --------
Net recoveries (charge offs) (8) (56)
-------- --------
Balance at end of period $ 988 $ 781
======== ========
Allowance for loan losses as a percent
of loans, net of unearned interest
and loans held for sale .63% .61%
<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 six months ended June
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 $213.8 million in the
second quarter of 2000, a $41.6 million (24%) increase from the second quarter
1999 average of $172.2 million. The increase was due to growth in the
investment portfolio (28%) and strong loan growth (21%) 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 June 30, 2000, increased $168 thousand primarily due to
increases in loans 90 days or more delinquent offset by a slight decrease in
nonaccrual loans. The breakdown of nonperforming loans at June 30, 2000, and
December 31, 1999, respectively, were nonaccrual loans of $388 thousand and
$411 thousand and loans past due ninety days or more of $467 thousand and $306
thousand. Nonperforming loans as a percentage of loans, net of unearned income
increased to .54 at June 30, 2000, compared to .51% at December 31, 1999.
Allowance for Possible Loan Losses. The allowance for possible loan
losses was increased to $988 thousand at June 30, 2000, compared to $781
thousand at June 30, 1999. The ratio of the allowance for possible loan losses
to loans, net of unearned income and loans held for sale, increased to .63% at
June 30, 2000 from .61% at June 30, 1999. 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 June 30, 2000. The bank reported net chargeoffs
for the first six months of 2000 of $8 thousand compared $56 thousand for the
same period in 1999.
Other Real Estate. Other real estate decreased to $68 thousand from
$103 thousand at December 31, 1999, due to the sale of one piece of property.
<PAGE>
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 $9.1 million to $55.7 million at June 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 $4.2 million at June 30,
2000. Equity securities at June 30, 2000, comprised of Federal Reserve Bank
stock of $239 thousand, Federal Home Loan Bank stock of $1.3 million and a
$684 thousand investment in Sumx, Inc., increased $225 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 $1.1
million to $6.7 million at June 30, 2000, compared to $5.6 million at December
31, 1999. Cash provided by operating and financing activities increased by
$2.1 million and $26.9 million, respectively, while investing activities used
$27.9 million.
Deposits. Deposits increased to $189.5 million at June 30, 2000,
compared to $166.3 million at December 31, 1999, due to $10.0 million in
Brokered CD's and $13.2 million from local customer deposits.
Capital. Shareholders' Equity totaled $20.7 million at June 30,
2000 compared to $19.7 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. The ratio of Shareholders'
equity to assets decreased to 8.68% at June 30, 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 June 30, 2000, of 13.16%, a total
capital to risk weighted assets ratio of 13.83% and a leverage ratio of 8.51%.
These levels substantially exceed the minimum requirements of the regulatory
agencies for well- capitalized institutions of 6.00%, 10.00% and 5.00%
respectively.
Results of Operations
First six months of 2000 compared to the first six months of 1999
Analysis of Net Income. Net income increased to $1.232 million or
$.70 per share from $1.163 million or $.66 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. Returns on average
assets and average equity for the first half of 2000 were 1.11% and 11.96%,
respectively.
Analysis of Net Interest Income. Net interest income increased $579
thousand or 14.4% to $4.6 million for the period ended June 30, 2000, due to a
22% growth in average earning assets. $514 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 $1.8 million or 26%
primarily on the strength of a 19% increase in average loan volumes along with
a 35% increase in the Banks investment portfolio from leverage strategies.
Provision for Loan Losses. The Company increased the provision for
loan loss expense to $160 thousand during the current year compared to $90
thousand in 1999, in an effort to keep pace with the growing loan portfolio.
Non-Interest Income. Non-interest income increased 13% to $964
thousand primarily on the strength of growth in service charges on deposit
accounts of $59 thousand and gains from sales of mortgage loans of $11
thousand. The bank also sold one property previously held in other real estate
for a gain of $39 thousand.
<PAGE>
Non-Interest Expense. Non-interest expense increased 18% or $540
thousand to $3.5 million for the six-month period ended June 30, 2000.
Salaries and employee benefits accounted for approximately two-thirds of the
increase. Equipment and occupancy expense increased $143 thousand primarily
due to the addition of two new branches.
Pretax Income. The combination of all the above factors produced a
4.4% increase in pretax income to $1.85 million compared to $1.77 million for
the same period in the previous year.
Income Taxes. Income taxes increased to $618 thousand for the six
months ended June 30, 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
(a) April 25, 2000; 2000 Annual Meeting of Shareholders
(b) The following directors were re-elected by Shareholders at the
Annual Meeting:
For three-year terms expiring in 2003: (Class I) A. J. Ferguson,
W. Page Ogden, Bethany L. Overton, and Robert R. Punches.
For a two-year term expiring in 2002: (Class III) James J. Cole.
Directors whose term of office as a director continued after the
meeting and the expiration date of their current term are: W. W.
Allen, Jr. (2001), Craig A. Bradford, DMD (2001), W. J. Feltus III
(2001), C. H. Kaiser, Jr. (2002), Bazile R. Lanneau, Jr. (2002),
Albert W. Metcalfe (2002).
(c) The following directors were elected by Shareholders at the Annual
Meeting by the votes indicated:
For Against Abstain Total
-------- ------- ------- --------
A. J. Ferguson 1,270,758 8,998 0 1,279,756
W. Page Ogden 1,270,758 8,998 0 1,279,756
Bethany L. Overton 1,270,758 8,998 0 1,279,756
Robert R. Punches 1,270,758 8,998 0 1,279,756
Item 5. Other Information
None
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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.
10.01Employment 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.
10.02Employment 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.
10.03Employment 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.
10.04Salary 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.
<PAGE>
10.05System 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.
10.06Independent 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.
10.07Britton & 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.
10.09Stock 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.
10.10Investor 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.
10.11Voting 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.
10.12Management 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 April 21, 2000, reporting
earnings for the first quarter ended March 31, 2000.
The Company filed a report on Form 8-K, dated May 17, 2000, to announce the
declaration of a semi-annual dividend.
<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
August 14, 2000 /s/ W. Page Ogden
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President and Chief Executive Office
August 14, 2000 /s/ Bazile R. Lanneau, Jr.
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Vice President and Chief Financial Officer
