UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 20, 2005 BRITTON & KOONTZ CAPITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Mississippi 0-22606 64-0665423 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 500 Main Street, Natchez, Mississippi 39120 (Address of Principal Executive Offices) (Zip Code) (601) 445-5576 Registrant's Telephone Number, Including Area Code: Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. On April 20, 2005, Britton & Koontz Capital Corporation (the "Company") issued a press release reporting the earnings of the Company for the three months ended March 31, 2005. A copy of this press release and accompanying financial highlights are attached as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Relase and accompanying financial highlights issued by Britton & Koontz Capital Corporation dated April 20, 2005. 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 April 20, 2005 /s/ W. Page Ogden ---------------------------------- W. Page Ogden Chairman and Chief Executive Officer Exhibits Index Exhibit Number Item 99.1 Press Release and accompanying financial highlights issued by Britton & Koontz Capital Corporation dated April 20, 2005. EXHIBIT 99.1 Britton & Koontz Capital Corporation EXHIBIT 99.1 500 Main Street 601-445-5576 P O Box 1407 601-445-2481 Fax Natchez, MS 39121 http://www4.bkbank.com corporate@bkbank.com FOR IMMEDIATE RELEASE: FOR MORE INFORMATION: - --------------------- --------------------- April 20, 2005 W. Page Ogden, President & CEO (NASDAQ - BKBK) William M. Salters, CFO BRITTON & KOONTZ CAPITAL REPORTS FIRST QUARTER 2005 EARNINGS Natchez, Mississippi - The Board of Directors of Britton & Koontz Capital Corporation (Nasdaq: BKBK, "B&K Capital" or "the Company") today reported net income and earnings per share for the quarter ended March 31, 2005, of $891 thousand and $.42 per diluted share compared to $624 thousand and $.29 per diluted share for the period ended March 31, 2004. Net interest income increased 2% for the first quarter ended 2005, compared to the first quarter of 2004, while net interest margin dropped slightly to 3.64% from 3.73%. The compression in margin is due primarily to the increase in interest rates. The increase in short-term interest rates moved earning asset yields up 12 basis points to 5.65% in the first quarter of 2005, compared to 5.53% for the same period in 2004. However, during the same period, funding costs increased 30 basis points to 2.38% from 2.08%. Average loans increased 7% during the first quarter of 2005 compared to the same period in 2004. The growth in loans contributed to the increase in net interest income and helped offset the effects of the rising rate environment. Non-interest income increased 6% to $606 thousand for the first quarter of 2005 compared to $571 thousand for the first quarter of 2004. The increase is primarily attributable to higher income associated with deposit-related accounts, increased revenues from investment-related activities and gains from the sales of mortgage loans. Non-interest expense decreased 3.5% to $2.8 million at March 31, 2005, compared to $2.9 million at March 31, 2004. During this period, full-time equivalents dropped to 125 from 148, resulting in a 9.4% decrease in costs associated with employee salaries and benefits. The decrease in personnel costs were partially offset by higher occupancy, equipment and audit expenses of approximately $44 thousand. Britton & Koontz Capital Corporation, headquartered in Natchez, Mississippi, is the parent company of Britton & Koontz Bank, N.A. which operates three full service offices in Natchez, two in Vicksburg, Mississippi, and one in Baton Rouge, Louisiana. The Company also owns Britton & Koontz Title Insurance Agency, Inc. which was established to issue title insurance presently on properties in the State of Mississippi. As of March 31, 2005, the Company reported assets of $387.5 million and equity of $31.0 million. The Company's stock is traded on NASDAQ under the symbol BKBK and the transfer agent is American Stock Transfer & Trust Company. Total shares outstanding at March 31, 2005, were 2,116,316. Forward Looking Statements This news release contains statements regarding the projected performance of Britton & Koontz Capital and its subsidiaries. These statements constitute forward-looking information within the meaning of the Private Securities Litigation Reform Act. Actual results may differ materially from the projections provided in this release since such projections involve significant known and unknown risks and uncertainties. Factors that might cause such differences include, but are not limited to: competitive pressures among financial institutions increasing significantly; economic conditions, either nationally or locally, in areas in which the Company conducts operations being less favorable than expected; and legislation or regulatory changes which adversely affect the ability of the combined Company to conduct business combinations or new operations. The Company disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. ### Britton and Koontz Capital Corporation Financial Highlights (Unaudited-Amounts in thousands, except per share data) For the Three Months Ended March 31, -------------------------------------- 2005 2004 -------------------------------------- Interest income $ 5,154 $ 4,835 Interest expense (1,835) (1,577) --------------- ---------------- Net interest income 3,319 3,258 Provision for loan losses (90) (120) --------------- ---------------- Net interest income after provision for loan losses 3,229 3,138 Non-interest income 605 571 Non-interest expense (2,842) (2,946) --------------- ---------------- Income before income taxes 992 763 Income taxes (101) (139) --------------- ---------------- Net income $ 891 $ 624 =============== ================ Diluted: Net income per share $ 0.42 $ 0.29 =============== ================ Weighted average shares outstanding 2,120,750 2,119,730 =============== ================ March 31, December 31, March 31, 2005 2004 2004 --------------- ---------------- ------------- Total assets $ 387,459 $ 377,196 $377,060 Cash and due from banks 7,272 6,577 11,869 Investment securities 137,578 137,148 134,389 Gross loans 230,272 220,999 216,312 Deposits-interest bearing 191,544 186,419 202,360 Deposits-non interest bearing 41,160 36,868 38,113 Total deposits 232,704 223,288 240,473 Short-term borrowed funds 42,577 56,538 35,672 Long-term borrowed funds 73,650 54,923 60,950 Trust preferred securities 5,000 5,000 5,000 Stockholders' equity 31,037 31,152 31,078 Book value (per share) $ 14.67 $ 14.72 $ 14.71 Total shares outstanding 2,116,316 2,116,316 2,113,087