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, 1996
[ ]Transition Report Pursuant To Section 13 Or 15(d) Of The Securities
Exchange Act Of 1934
Commission File Number 02-22606
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
441,072 Shares of Common Stock, Par Value $10.00, were issued and outstanding
as of April 1, 1996.
Transitional Small Business Disclosure Format: Yes , No X
BRITTON & KOONTZ CAPITAL CORPORATION
AND SUBSIDIARY
INDEX
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets for March 31, 1996
and December 31, 1995 4
Consolidated Statements of Income for the Three
Months Ended March 31, 1996 and March 31, 1995 5
Consolidated Statements of Stockholders' Equity
for the Three Months Ended March 31, 1996 and
March 31, 1995 6
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1996 and March 31, 1995 7
Notes to the Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis or
Plan of Operation 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
BRITTON & KOONTZ CAPITAL CORPORATION
AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets for March 31, 1996 and December 31, 1995
Consolidated Statements of Income for the Three Months Ended March 31,
1996 and March 31, 1995
Consolidated Statements of Stockholders' Equity for the Three Months
Ended March 31, 1996 and March 31, 1995
Consolidated Statements of Cash Flows for the Three Months Ended March
31, 1996 and March 31, 1995
Notes to the Consolidated Financial Statements. These Notes constitute
an integral part of the Consolidated Financial Statements.
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
March 31, December 31,
1996 1995
ASSETS:
Cash and due from banks:
Non-interest bearing $ 3,976,779 $ 3,340,954
Interest bearing 1,101,535 1,361,539
------------ ------------
Total cash and due from banks 5,078,314 4,702,493
Federal funds sold 2,170,000 1,450,000
Investment securities:
Held-to-maturity(estimated market value of
$49,370,285 in 1996 and $47,181,462 in 1995) 49,240,544 46,794,280
Equity securities 1,197,650 1,198,950
Loans, less unearned income of $286,822 in 1996 and
$287,865 in 1995; and allowance for loan losses of
$725,654 in 1996 and $723,641 in 1995 90,952,223 91,998,966
Bank premises and equipment, net of accumulated
depreciation 3,583,697 3,569,586
Other real estate owned,less allowance for losses
of $0 in 1996 and $11,658 in 1995 28,194 258,536
Accrued interest receivable 1,206,276 1,137,337
Cash surrender value life insurance 612,670 599,646
Other assets 119,414 77,445
------------ ------------
Total Assets $154,188,982 $151,787,239
============ ============
LIABILITIES:
Deposits
Non-interest bearing 15,472,826 13,983,026
Interest bearing 115,160,896 114,584,214
------------ ------------
Total Deposits $130,633,722 $128,567,240
Securities sold under repurchase agreements 2,921,475 2,722,882
Accrued Interest Payable 880,555 817,119
Negative Goodwill, net of accumulated amortization
of $1,288,890 in 1996 and $1,196,030 in 1995 1,771,532 1,864,392
Advances from borrowers for taxes & insurance 193,507 381,644
Accrued taxes and other liabilities 1,911,701 2,062,725
------------ ------------
Total Liabilities $138,312,492 $136,416,002
------------ ------------
STOCKHOLDERS EQUITY:
Common stock, $10 par value per share; 3,000,000
shares authorized; 441,072 shares issued and
outstanding in 1996 and 1995 4,410,720 4,410,720
Additional paid-in-capital 3,395,617 3,395,617
Retained earnings 8,070,153 7,564,900
------------ ------------
Total Stockholder's Equity $ 15,876,490 $ 15,371,237
------------ ------------
Total Liabilities and Stockholder's Equity $154,188,982 $151,787,239
============ ============
The accompanying notes are an integral part of these financial statements.
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
March 31,
1996 1995
Interest Income:
Interest and fees on loans $2,003,031 $1,728,176
Interest on investment securities
Taxable interest income 802,887 950,801
Exempt from federal taxes 18,631 17,421
Interest on federal funds sold 26,908 2,293
---------- ----------
Total Interest Income $2,851,457 $2,698,691
---------- ----------
Interest Expense:
Interest on deposits $1,287,655 $1,112,748
Interest on federal funds purchased 0 11,220
Interest on securities sold under
repurchase agreements 35,041 111,392
---------- ----------
Total Interest expense $1,322,696 $1,235,360
---------- ----------
Net Interest Income $1,528,761 $1,463,331
Provision for loan losses 50,000 25,000
Net interest income after provision ---------- ----------
for loan losses $1,478,761 $1,438,331
---------- ----------
Other Income:
Service charge on deposit accounts 156,866 150,779
Income from fiduciary activities 13,264 13,308
Insurance premiums and commissions 11,141 8,311
Gain/(loss) on sale of ORE (9,061) 0
Gain/(loss) on sale of mortgage loans (978) 0
Gain on sale of premises & equipment 100 0
Amortization of negative goodwill 92,860 111,030
Other 76,636 80,168
---------- ----------
Total other income $ 340,828 $ 363,596
---------- ----------
Other Expense
Salaries 513,091 501,191
Employee benefits 76,482 81,283
Net occupancy expense 80,113 80,354
Equipment expense 133,537 88,917
FDIC assessment 28,119 69,512
Stationery & supplies 32,987 27,287
Other real estate expense (7,069) (211)
Other 208,603 201,159
---------- ----------
Total other expenses $1,065,863 $1,049,492
---------- ----------
Income Before Income Taxes 753,726 752,435
Income tax expense 248,473 226,846
---------- ----------
Net Income $ 505,253 $ 525,589
Net Income Per Share $1.14 $1.19
Weighted Average Shares Outstanding 443,072 441,405
The accompanying notes are an integral part of these financial statements.
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
PAR RETAINED
# SHARES VALUE SURPLUS EARNINGS TOTAL
---------- ---------- ---------- ---------- -----------
Balance December 31, 1994 439,072 $4,390,720 $3,367,617 $6,272,097 $14,030,434
Net income for three months
ended March 31, 1995 525,589 525,589
---------- ---------- ---------- ---------- -----------
Balance March 31, 1995 439,072 $4,390,720 $3,367,617 $6,797,686 $14,556,023
========== ========== ========== ========== ===========
Balance December 31, 1995 441,072 $4,410,720 $3,395,617 $7,564,900 $15,371,237
Net income for three months
ended March 31, 1996 505,253 505,253
---------- ---------- ---------- ---------- -----------
Balance March 31, 1996 441,072 $4,410,720 $3,395,617 $8,070,153 $15,876,490
========== ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
March 31 March 31
1996 1995
---------- ----------
Operating activities
Net Income $ 505,253 $ 525,589
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred taxes (37,759) (54,830)
Provision for loan losses 50,000 25,000
Provision for depreciation 70,653 64,645
Federal home loan bank stock dividends received (14,000) (14,500)
(Gain) loss on sale of other real estate 9,061 0
Amortization of investment security premiums,net 25,991 24,785
Amortization of valuation adjustment on acquired
loans 33,060 54,060
Amortization of valuation adjustment on acquired
deposits (22,580) (27,270)
Amortization of negative goodwill (92,860) (111,030)
Net decrease in unrealized loss on loans held for sale 0 (19,839)
Principal payments on loans held for sale 0 1,791
(Increase) decrease in accrued interest receivable (68,940) 17,530
(Increase) decrease in cash surrender value (13,024) (15,043)
(Increase) decrease in other assets (41,969) (93,025)
Increase (decrease) in interest payable 63,435 143,188
Increase (decrease) in advances from borrowers for
taxes and insurance (188,137) (199,592)
Increase (decrease) in other liabilities (113,263) 179,255
------------ ------------
Net cash provided (used) by operating activities $ 164,921 $ 500,714
------------ ------------
Investing activities
Proceeds from sale of federal home loan bank stock 15,300 13,600
Purchases of investment securities (4,186,939) 0
Proceeds from maturities and paydowns
of investment securities 1,714,685 3,351,387
(Increase) decrease in federal funds sold (720,000) 0
Net increase in loans 963,685 (2,016,289)
Purchases of premises and equipment (84,764) (79,303)
Proceeds from sales of other real estate,net 221,280 0
Net cash provided (used) by investing ------------ ------------
activities $(2,076,753) $ 1,269,395
------------ ------------
Financing activities
Net increase (decrease) in demand deposits 2,149,038 (664,507)
Net increase (decrease) in time deposits (59,978) 1,304,248
Net increase (decrease) in short-term borrowings 198,593 (1,185,089)
Net cash provided (used) by financing ------------ ------------
activities $ 2,287,653 $ (545,348)
------------ ------------
Increase (decrease) in cash and cash equivalents 375,821 1,224,761
Cash and cash equivalents at beginning of period 4,702,493 4,223,402
Cash and cash equivalents at end of period $ 5,078,314 $5,448,163
============ ============
(Continued)
The accompanying notes are an integral part of these financial statements
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(Continued)
Supplemental disclosures:
Cash paid for:
Interest on deposits and other borrowing $1,258,927 $1,092,172
Income taxes $ 0 $ 93,900
Non-cash investing activities:
Transfers from loans to other real estate
owned acquired through foreclosure $ 0 $ 23,194
The accompanying notes are an integral part of these financial statements
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996 AND DECEMBER 31, 1995
Presentation. The accompanying consolidated balance sheet as of December 31,
1995, 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, 1996, and
for the three month periods ending March 31 of 1996 and 1995, 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.
Nonperforming Assets. Nonperforming assets at March 31, 1996 and December 31,
1995, were as follows:
3/31/96 12/31/95
---------- ----------
Nonaccrual loans $ 259,442 $ 299,501
Ninety days or more past due 484,188 204,738
---------- ----------
Total nonperforming loans $ 743,630 $ 504,239
Other real estate owned (net) 28,194 258,536
---------- ----------
Total nonperforming assets $ 771,824 $ 762,775
========== ==========
Nonperforming loans as a
percent of loans, net of
unearned interest and loans
held for sale .82% .55%
Allowance for Loan Losses. The following table reflects the transactions in
the allowance for loan losses for the three month periods ended March 31, 1996
and 1995:
1996 1995
---------- ----------
Balance at beginning of year $ 723,641 $ 750,523
Provision charged to operations 50,000 25,000
Charge offs (51,455) (23,216)
Recoveries 3,468 11,203
---------- ----------
Net recoveries (charge offs) $ (47,987) $ (12,013)
Balance at end of period $ 725,654 $ 763,510
========== ==========
Allowance for loan losses as a
percent of loans, net of unearned
interest and loans held for sale .80% .90%
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,
1996, to the same period in 1995.
Financial Condition
Total assets increased to $154.2 million at March 31, 1996, as compared
to $151.8 million at year end 1995 due to the purchase of $4.2 million offset
by $1.7 million in paydowns of investment securities
Loans, net of unearned interest and allowance for losses, decreased 1.1%
to $91.0 million at March 31, 1996, as compared to $92.0 million at December
31, 1995.
Nonperforming loans at March 31, 1996, were $744 thousand compared to
$504 thousand at December 31, 1995. The breakdown of nonperforming loans was
nonaccrual loans of $259 thousand at March 31, 1996, as compared to the
December 31, 1995, balance of $300 thousand and loans past due ninety days or
more of $484 thousand and $205 thousand at March 31, 1996, and December 31,
1995. Nonperforming loans as a percent of loans, net of unearned income, was
.82% at March 31, 1996, as compared to .55% at December 31, 1995. The increase
in ninety days or more past due of $279 is primarily related to deliquencies
in residential mortgages along with agriculture related credits.
The allowance for possible loan losses was $726 thousand at March 31,
1996, compared to $764 thousand at March 31, 1995. The ratio of the allowance
for possible loan losses to loans, net of unearned income and loans held for
sale, decreased to .80% at March 31, 1996, as compared to .90% at March 31,
1995. Management regularly reviews the level of the allowance for possible
loan losses and is of the opinion that it is adequate at March 31, 1995. The
Company experienced net chargeoffs for the first three months of 1996 of $48
thousand as compared to $12 thousand for the same period in 1995.
Other real estate decreased to at $28 thousand compared to $259 thousand
at December 31, 1995 due to the sale of property that was acquired as part of
the Natchez First Federal acquisition. This property had a carrying value of
$240 thousand.
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. Securities to be held to maturity increased
$2.4 million to $49.2 million at March 31, 1996, as compared to $46.8 million
at December 31, 1995. Equity securities at March 31, 1996, comprised of
Federal Home Loan Bank Stock of $239 thousand and Federal Reserve Bank Stock
of $958 thousand remained constant. There were no securities held for sale at
either period.
The Company's cash and cash equivalents remained stable at $5.1 million
at March 31, 1996 compared to $4.7 million at December 31, 1995. Cash provided
by operating and financing activities increased by $.2 million and $2.3
million respectively while investing activities used $2.1 million.
Deposits increased by $2.0 million from a December 31, 1995 balance of
$128.6 million to $130.6 million at March 31, 1996.
Stockholder's equity increased to $15.9 million at March 31, 1996,
compared to $15.4 million at the end of 1995. The ratio of Stockholder's
equity to assets increased to 10.30% at March 31, 1996, compared to 10.13% at
the end of 1995, due to growth in retained earnings.
The Company maintained a Tier 1 capital to risk weighted assets ratio at
March 31, 1996, of 18.67%, a total capital to risk weighted assets ratio of
19.52% and a leverage ratio of 10.45%. These levels exceed the minimum
requirements of the regulatory agencies of 4.00%, 8.00% and 3.00%
respectively.
Results of Operations
First Quarter of 1996 Compared to the First Quarter of 1995
Net income decreased by 4% to $505 thousand from $526 thousand and
earnings per share decreased from $1.19 per share to $1.14 per share for the
first three months of 1996 compared to the same period in 1995 respectively.
Management of the bank believes that the ability of the bank to compete
successfully in the future will depend on its ability to provide customers
with an electronic method to conduct all or some of their banking business. in
keeping with this strategy, the bank, as of March 31, 1996, has invested $47
thousand in the development of electronic banking and expects to invest a
total of approximately $120 thousand to complete this project. Accounting
guidelines provide that the majority of this expense be charged against
current income and not capitalized. Other items related to net income
remained relatively stable.
The returns on average assets and average equity for the first quarter
of 1996 were 1.33% and 12.86%, respectively, while the returns were 1.39% and
14.58%, respectively, for the comparable period in 1995.
Average earning assets ended the first quarter of 1996 at $143.9 million
compared to $143.3 million for the same period in 1995. Average rates on
earning assets moved upward from 7.53% to 7.93% during the same period. This
was primarily due to an overall increase in interest rates along with a shift
from lower yielding investment securities, created through maturities, to
higher yielding loans. The combination of these factors produced an increase
in interest income of $152 thousand for the period ended March 31, 1996
compared to the same period in 1995. Average rates paid on interest bearing
liabilities increased from 4.21% for the three months ended March 31, 1995 to
4.53% for the same period in 1996. Interest expense increased to $1.32
million from $1.24 million due to an overall increase in rates coupled with
decreased volume of $625 thousand of interest bearing liabilities. These
factors produced an increase in net interest income of $66 thousand for the
same comparable periods.
The reserve for loan losses was increased by $50 thousand in the first
quarter of 1996 as compared to $25 thousand for the same period in 1995,
reflecting management's expectations for a reduction in loan recoveries in the
current year.
Other income decreased to $341 thousand for the three month period
ending March 31, 1996, from $364 thousand for the same period in 1995. This
decrease is primarily attributable to a scheduled $18 thousand decrease in
amortization of negative goodwill.
Other operating expense remained stable at $1.1 million for the three
month period ended March 31, 1996.
The combination of all the above factors produced a pretax income of
$754 thousand for the three months ended March 31, 1996, as compared to $752
thousand for the same period in 1995.
Income taxes for the three months ended March 31, 1996, were $248
thousand as compared to $227 thousand for the same period in 1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Britton & Koontz Capital Corporation and its wholly owned subsidiary,
Britton & Koontz First National Bank, are involved in certain litigation
incurred in the normal course of business. In the opinion of management and
legal counsel, liabilities arising from such claims, if any, would not have a
material effect upon the Company's consolidated financial statements.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
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
11 Statement Regarding Computation of Per Share Earnings
20 Other Documents or Statements to Security Holders
(b) Reports on Form 8-K
None.
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 13, 1996 /s/ W. Page Ogden
W. Page Ogden
President and Chief Executive
Officer
May 13, 1996 /s/ Bazile R. Lanneau, Jr.
Bazile R. Lanneau, Jr.
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Item
11 Statement Regarding Computation of Per Share Earnings
20 Other Documents or Statements to Security Holders