UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the Quarterly Period Ended June 30, 2009
or
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o
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period from ___________ to ___________
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BRITTON & KOONTZ CAPITAL CORPORATION
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(Exact name of Registrant as Specified in Its Charter)
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Mississippi
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64-0665423
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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500 Main Street, Natchez, Mississippi 39120
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(Address of Principal Executive Offices) (Zip Code)
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(Registrant’s Telephone Number, Including Area Code)
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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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
o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes
o
No
o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
o
No
x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,126,466 Shares of Common Stock, Par Value $2.50, were outstanding as of August 1, 2008.
B
RITTON & KOONTZ CAPITAL CORPORATION
INDEX
P
ART I FINANCIAL INFORMATION
It
em 1. Financial Statements
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BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
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AS OF
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A S S E T S
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June 30,
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December 31,
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ASSETS:
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2009
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2008
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Cash and due from banks:
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Non-interest bearing
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$
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4,445,835
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$
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6,752,462
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Interest bearing
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1,166,905
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199,081
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Total cash and due from banks
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5,612,740
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6,951,543
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Federal funds sold
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2,271
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-
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Investment Securities:
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Available-for-sale (amortized cost, in 2009 and 2008,
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of $98,434,796 and $108,548,988, respectively)
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101,837,262
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111,895,476
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Held-to-maturity (market value, in 2009 and 2008,
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of $54,279,205 and $54,843,091, respectively)
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54,335,319
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54,815,013
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Equity securities
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3,745,400
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4,009,938
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Loans, less allowance for loan losses of $2,832,499
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in 2009 and $2,397,802 in 2008
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221,933,777
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223,113,495
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Bank premises and equipment, net
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7,647,347
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6,922,835
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Other real estate, net of reserves of $368,410 in 2009
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and $198,390 in 2008
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1,397,190
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919,204
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Accrued interest receivable
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1,975,664
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2,080,693
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Cash surrender value of life insurance
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1,079,941
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1,055,627
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Core Deposits, net
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504,234
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558,042
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Other assets
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1,181,807
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754,959
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TOTAL ASSETS
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$
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401,252,952
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$
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413,076,825
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LIABILITIES AND STOCKHOLDERS' EQUITY
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June 30,
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December 31,
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LIABILITIES:
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2009
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2008
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Deposits
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Non-interest bearing
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$
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44,759,527
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$
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51,119,827
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Interest bearing
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207,579,014
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206,094,593
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Total deposits
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252,338,541
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257,214,420
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Federal Home Loan Bank advances
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48,116,826
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54,939,931
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Securities sold under repurchase agreements
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52,091,926
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51,633,835
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Accrued interest payable
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1,045,067
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1,167,525
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Advances from borrowers for taxes and insurance
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187,914
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313,810
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Accrued taxes and other liabilities
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2,130,676
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3,111,235
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Junior subordinated debentures
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5,155,000
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5,155,000
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Total liabilities
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361,065,950
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373,535,756
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STOCKHOLDERS' EQUITY:
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Common stock - $2.50 par value per share;
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12,000,000 shares authorized; 2,140,966 and 2,132,466 issued
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and 2,126,466 and 2,117,966 outstanding, as of June 30, 2009,
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and December 31, 2008, respectively
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5,352,415
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5,331,165
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Additional paid-in capital
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7,389,953
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7,319,282
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Retained earnings
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25,568,663
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25,049,749
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Accumulated other comprehensive income
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2,133,346
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2,098,248
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40,444,377
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39,798,444
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Cost of 14,500 shares of common stock held by the company
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(257,375
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)
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(257,375
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)
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Total stockholders' equity
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40,187,002
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39,541,069
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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401,252,952
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$
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413,076,825
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B
RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2009
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2008
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2009
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2008
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INTEREST INCOME:
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Interest and fees on loans
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$
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3,352,007
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$
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3,978,285
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$
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6,706,980
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$
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8,266,035
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Interest on investment securities:
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Taxable interest income
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1,538,807
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1,264,720
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3,224,154
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2,393,908
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Exempt from federal taxes
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442,956
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411,760
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868,050
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828,912
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Interest on federal funds sold
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31
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896
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|
120
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3,095
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Total interest income
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5,333,801
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5,655,661
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10,799,304
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11,491,950
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INTEREST EXPENSE:
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Interest on deposits
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1,001,430
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1,359,243
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2,067,609
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3,001,879
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Interest on Federal Home Loan Bank advances
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35,197
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281,736
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146,315
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495,699
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Interest on trust preferred securities
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54,847
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72,873
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112,343
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168,873
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Interest on securities sold under repurchase agreements
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525,117
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530,670
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1,041,330
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1,083,825
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Total interest expense
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1,616,591
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2,244,522
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3,367,597
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4,750,276
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NET INTEREST INCOME
|
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3,717,210
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3,411,139
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7,431,707
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6,741,674
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Provision for loan losses
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250,000
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120,000
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950,000
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240,000
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NET INTEREST INCOME AFTER PROVISION
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FOR LOAN LOSSES
|
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3,467,210
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3,291,139
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6,481,707
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6,501,674
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OTHER INCOME:
|
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|
|
|
|
|
|
|
|
|
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|
|
|
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Service charges on deposit accounts
|
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418,969
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435,796
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826,409
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836,912
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Income from fiduciary activities
|
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|
300
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|
|
999
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911
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1,998
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Income from networking arrangements
|
|
|
22,743
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|
|
|
38,191
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|
|
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44,954
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|
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67,207
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Gain/(loss) on sale of mortgage loans
|
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|
64,097
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62,563
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|
|
|
110,197
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|
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|
121,077
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|
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Gain/(loss) on sale/matured securities
|
|
|
17,785
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|
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|
-
|
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|
|
17,785
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|
|
|
148,116
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Other
|
|
|
112,051
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|
|
|
116,186
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|
|
|
254,540
|
|
|
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261,860
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Total other income
|
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|
635,945
|
|
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|
653,735
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|
|
|
1,254,796
|
|
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1,437,170
|
|
|
|
|
|
|
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|
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OTHER EXPENSES:
|
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|
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|
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Salaries
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|
1,320,155
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1,363,781
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2,688,439
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2,790,364
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Employee benefits
|
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|
191,961
|
|
|
|
184,611
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|
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382,528
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|
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|
369,463
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|
|
Director fees
|
|
|
37,295
|
|
|
|
37,450
|
|
|
|
73,545
|
|
|
|
83,600
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|
|
Net occupancy expense
|
|
|
237,659
|
|
|
|
238,532
|
|
|
|
459,771
|
|
|
|
467,063
|
|
|
Equipment expenses
|
|
|
284,696
|
|
|
|
264,095
|
|
|
|
581,541
|
|
|
|
565,238
|
|
|
FDIC assessment
|
|
|
280,735
|
|
|
|
7,068
|
|
|
|
396,090
|
|
|
|
14,491
|
|
|
Advertising
|
|
|
74,257
|
|
|
|
46,164
|
|
|
|
130,815
|
|
|
|
100,316
|
|
|
Stationery and supplies
|
|
|
46,131
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|
|
|
43,343
|
|
|
|
84,785
|
|
|
|
87,724
|
|
|
Audit expense
|
|
|
60,305
|
|
|
|
58,180
|
|
|
|
120,555
|
|
|
|
113,923
|
|
|
Other real estate expense (includes gains on sale)
|
|
|
138,675
|
|
|
|
47,669
|
|
|
|
197,418
|
|
|
|
59,486
|
|
|
Amortization of deposit premium
|
|
|
26,904
|
|
|
|
26,904
|
|
|
|
53,808
|
|
|
|
53,808
|
|
|
Other
|
|
|
462,333
|
|
|
|
488,770
|
|
|
|
941,398
|
|
|
|
962,683
|
|
|
Total other expenses
|
|
|
3,161,106
|
|
|
|
2,806,567
|
|
|
|
6,110,693
|
|
|
|
5,668,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE
|
|
|
942,049
|
|
|
|
1,138,307
|
|
|
|
1,625,810
|
|
|
|
2,270,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
184,261
|
|
|
|
290,084
|
|
|
|
268,006
|
|
|
|
576,354
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$
|
757,788
|
|
|
$
|
848,223
|
|
|
$
|
1,357,804
|
|
|
$
|
1,694,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.80
|
|
|
Basic weighted shares outstanding
|
|
|
2,126,466
|
|
|
|
2,117,966
|
|
|
|
2,124,259
|
|
|
|
2,117,966
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
$
|
0.64
|
|
|
$
|
0.80
|
|
|
Diluted weighted shares outstanding
|
|
|
2,127,144
|
|
|
|
2,117,966
|
|
|
|
2,124,761
|
|
|
|
2,118,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends per share
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
|
|
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
|
|
|
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Treasury
|
|
|
Stockholders'
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Earnings
|
|
|
Income
|
|
|
Stock
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2007
|
|
|
2,117,966
|
|
|
$
|
5,331,165
|
|
|
$
|
7,305,970
|
|
|
$
|
23,071,921
|
|
|
$
|
349,184
|
|
|
$
|
(257,375
|
)
|
|
$
|
35,800,865
|
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,694,331
|
|
|
|
|
|
|
|
|
|
|
|
1,694,331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on securities available for sale, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of taxes for $(417,086)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(701,107
|
)
|
|
|
|
|
|
|
(701,107
|
)
|
|
Other Comprehensive gains from
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
derivatives, net of reclassification
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
adjustment of $(69,545)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(116,903
|
)
|
|
|
|
|
|
|
(116,903
|
)
|
|
Total Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
876,321
|
|
|
Cash Dividend paid $0.36 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(762,468
|
)
|
|
|
|
|
|
|
|
|
|
|
(762,468
|
)
|
|
Fair Value unexercised stock options
|
|
|
|
|
|
|
|
|
|
|
6,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,656
|
|
|
Balance at June 30, 2008
|
|
|
2,117,966
|
|
|
$
|
5,331,165
|
|
|
$
|
7,312,626
|
|
|
$
|
24,003,785
|
|
|
$
|
(468,826
|
)
|
|
$
|
(257,375
|
)
|
|
$
|
35,921,375
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2008
|
|
|
2,117,966
|
|
|
$
|
5,331,165
|
|
|
$
|
7,319,282
|
|
|
$
|
25,049,749
|
|
|
$
|
2,098,248
|
|
|
$
|
(257,375
|
)
|
|
$
|
39,541,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,357,804
|
|
|
|
|
|
|
|
|
|
|
|
1,357,804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in unrealized gain/(loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on securities available for sale, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of taxes of $20,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,098
|
|
|
|
|
|
|
|
35,098
|
|
|
Total Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,392,902
|
|
|
Cash Dividend paid $0.36 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(765,528
|
)
|
|
|
|
|
|
|
|
|
|
|
(765,528
|
)
|
|
Common stock issued
|
|
|
8,500
|
|
|
|
21,250
|
|
|
|
65,450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86,700
|
|
|
Unearned compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(73,362
|
)
|
|
|
|
|
|
|
|
|
|
|
(73,362
|
)
|
|
Fair Value unexercised stock options
|
|
|
|
|
|
|
|
|
|
|
5,221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,221
|
|
|
Balance at June 30, 2009
|
|
|
2,126,466
|
|
|
$
|
5,352,415
|
|
|
$
|
7,389,953
|
|
|
$
|
25,568,663
|
|
|
$
|
2,133,346
|
|
|
$
|
(257,375
|
)
|
|
$
|
40,187,002
|
|
|
B
RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net income
|
|
$
|
1,357,804
|
|
|
$
|
1,694,331
|
|
|
Adjustments to reconcile net income to net cash
|
|
|
|
|
|
|
|
|
|
provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
Deferred income taxes
|
|
|
(264,194
|
)
|
|
|
(144,589
|
)
|
|
Provision for loan losses
|
|
|
950,000
|
|
|
|
240,000
|
|
|
Provision for losses on foreclosed real estate
|
|
|
170,020
|
|
|
|
70,020
|
|
|
Provision for depreciation
|
|
|
370,038
|
|
|
|
383,892
|
|
|
Stock dividends received
|
|
|
(4,900
|
)
|
|
|
(36,400
|
)
|
|
(Gain)/loss on sale of other real estate
|
|
|
6,411
|
|
|
|
(32,694
|
)
|
|
(Gain)/loss on sale of mortgage loans
|
|
|
(110,197
|
)
|
|
|
(121,077
|
)
|
|
(Gain)/loss on sale of investment securities
|
|
|
(17,785
|
)
|
|
|
(148,116
|
)
|
|
(Gain)/loss on sale of other securities
|
|
|
(1,262
|
)
|
|
|
-
|
|
|
Net amortization (accretion) of securities
|
|
|
(9,137
|
)
|
|
|
(46,264
|
)
|
|
Amortization of deposit premium
|
|
|
53,808
|
|
|
|
53,808
|
|
|
Writedown of other real estate
|
|
|
83,435
|
|
|
|
-
|
|
|
Unearned compensation
|
|
|
(73,362
|
)
|
|
|
-
|
|
|
Proceeds from sales, maturities and paydowns of trading securities
|
|
|
-
|
|
|
|
19,349,806
|
|
|
Net change in:
|
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
105,029
|
|
|
|
180,903
|
|
|
Cash surrender value
|
|
|
(24,314
|
)
|
|
|
(23,162
|
)
|
|
Other assets
|
|
|
(426,844
|
)
|
|
|
354,609
|
|
|
Accrued interest payable
|
|
|
(122,458
|
)
|
|
|
(436,154
|
)
|
|
Accrued taxes and other liabilities
|
|
|
(737,245
|
)
|
|
|
(639,172
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
1,304,847
|
|
|
|
20,699,741
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in federal funds sold
|
|
|
(2,271
|
)
|
|
|
245,192
|
|
|
Proceeds from sales, maturities and paydowns of securities:
|
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
17,858,375
|
|
|
|
5,956,954
|
|
|
Held-to-maturity
|
|
|
4,626,570
|
|
|
|
1,604,646
|
|
|
Redemption of FHLB stock
|
|
|
270,700
|
|
|
|
-
|
|
|
Purchase of FHLB stock
|
|
|
-
|
|
|
|
(1,304,500
|
)
|
|
Purchase of securities:
|
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
(7,732,408
|
)
|
|
|
(29,604,745
|
)
|
|
Held-to-maturity
|
|
|
(4,131,731
|
)
|
|
|
(15,651,563
|
)
|
|
(Increase)/decrease in loans
|
|
|
(407,047
|
)
|
|
|
(7,199,866
|
)
|
|
Proceeds from sale and transfers of other real estate
|
|
|
9,109
|
|
|
|
511,808
|
|
|
Purchase of premises and equipment
|
|
|
(1,094,550
|
)
|
|
|
(61,936
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
9,396,747
|
|
|
|
(45,504,010
|
)
|
|
|
|
|
|
|
|
|
|
|
|
BRITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
FOR THE SIX MONTHS ENDED JUNE 30,
|
|
(Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
Increase /(decrease) in customer deposits
|
|
|
(4,964,633
|
)
|
|
|
1,123,734
|
|
|
Increase /(decrease) in brokered deposits
|
|
|
88,752
|
|
|
|
(5,820,159
|
)
|
|
Increase /(decrease) in securities sold under
|
|
|
|
|
|
|
|
|
|
repurchase agreements
|
|
|
458,091
|
|
|
|
3,288,806
|
|
|
Increase /(decrease) in FHLB advances
|
|
|
(6,823,105
|
)
|
|
|
25,883,050
|
|
|
Increase /(decrease) in advances from borrowers
|
|
|
|
|
|
|
|
|
|
for taxes and insurance
|
|
|
(125,896
|
)
|
|
|
(134,516
|
)
|
|
Cash dividends paid
|
|
|
(765,528
|
)
|
|
|
(762,468
|
)
|
|
Common stock issued
|
|
|
86,700
|
|
|
|
-
|
|
|
Fair value of unexercised stock options
|
|
|
5,221
|
|
|
|
6,656
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
(12,040,398
|
)
|
|
|
23,585,103
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS
|
|
|
(1,338,804
|
)
|
|
|
(1,219,166
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD
|
|
|
6,951,543
|
|
|
|
8,732,307
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND DUE FROM BANKS AT END OF PERIOD
|
|
$
|
5,612,740
|
|
|
$
|
7,513,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest
|
|
$
|
3,490,055
|
|
|
$
|
5,186,431
|
|
|
Cash paid during the period for income taxes
|
|
$
|
1,279,874
|
|
|
$
|
871,438
|
|
|
|
|
|
|
|
|
|
|
|
|
SCHEDULE OF NONCASH INVESTING AND
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains (losses)
|
|
|
|
|
|
|
|
|
|
on securities available for sale
|
|
$
|
55,978
|
|
|
$
|
(1,118,193
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Change in the deferred tax effect in unrealized
|
|
|
|
|
|
|
|
|
|
gains (losses) on securities available for sale
|
|
$
|
20,880
|
|
|
$
|
(417,086
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Change in unrealized gains (losses) on derivative
|
|
$
|
-
|
|
|
$
|
(186,448
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Change in the deferred tax effect in
|
|
|
|
|
|
|
|
|
|
unrealized gains (losses) on derivative
|
|
$
|
-
|
|
|
$
|
(69,545
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B
RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|
JUNE 30, 2009 AND DECEMBER 31, 2008
|
Note A. Basis of Presentation
The consolidated balance sheet for Britton & Koontz Capital Corporation (the “Company”) as of December 31, 2008, has been derived from the audited financial statements of the Company for the year then ended. The accompanying interim consolidated financial statements
as of June 30, 2009 and for the three and six months then ended, are unaudited and reflect all normal recurring adjustments which, in the opinion of management, are necessary for the fair presentation of the Company’s financial position and operating results as of and for the periods presented. Certain 2008 amounts have been reclassified to conform to the 2009 presentation.
Note B. Interest Rate Risk Management
On August 10, 2007, the Bank entered into a 5 year, no-call 2-year Structured Repurchase Agreement with JPMorgan Chase Bank, N.A. (“Chase”) for $20 million. Terms of the transaction call for the Bank to pay a fixed interest rate of 4.82%. In the first two
years of the agreement, this rate is subject to reduction if 3-Month LIBOR is greater than 5.36%, measured two business days prior to the 10
th
of each February, May, August and November. Accordingly, during the term of the agreement, the Bank’s cost of funds cannot exceed the initial interest rate of 4.82%. On November 13, 2007, the Company entered into a 5 year, no-call 3-year Structured Repurchase Agreement
with Chase for an additional $20 million. Terms of the transaction call for the Bank to pay a fixed interest rate of 4.71%. In the first three years of the agreement, this rate is subject to reduction if 3-Month LIBOR is greater than 4.90% measured two business days prior to the 13
th
of each February, May, August and November. Accordingly, during the term of this agreement, the Bank’s cost of
funds cannot exceed the initial interest rate of 4.71%. Chase, in its discretion, may terminate the transactions on August 10, 2009 and November 13, 2010, respectively, and quarterly thereafter. Under each repurchase agreement, the Bank is required to maintain a margin percentage of 105% on the subject securities. These agreements with Chase were entered into as a means of adding additional leverage and to lock in a fixed rate for a certain period of time. Additionally,
both transactions carry a cap embedded into the interest rate that protects the Company in the case of adverse interest rate increases.
Note C. Loans Held-for-Sale
The Company originates loans that will be sold in the secondary market and other loans that it plans to hold to maturity. Loans to be held in the portfolio are classified as held to maturity at origination based on the Company’s intent and ability to hold until maturity. These
loans are reported at their outstanding balance. Loans held for sale are designated as such at origination and locked in with an approved investor by obtaining a forward commitment to purchase the loan, usually not to exceed 30 days from closing. Management has a clear intent to sell the loan based on the commitment it has obtained from the investor.
Loans held-for-sale are primarily thirty year and fifteen year fixed rate, one to four family real estate loans which are valued at the lower of cost or market, as determined by outstanding commitments from investors or current investor yield requirements, calculated on an individual basis. These
loans are sold to protect earnings and equity from undesirable shifts in interest rates. Unrealized losses on loans held-for-sale, if any, are charged against income in the period of decline. Such declines are recorded in a valuation allowance account and deducted from the cost basis of the loans. Gains on loans held-for-sale are recognized when realized. At June 30, 2009, the Company did not have any loans held-for-sale.
Loans held in the portfolio periodically are analyzed and compiled as to the individual characteristics of each loan. If at any time a decision is made to sell any loan in the portfolio, such loan is reclassified as held-for-sale and carried at the lower of cost or market.
Note D. Junior Subordinated Debentures
On March 26, 2003, the Company finalized its participation in FTN Financial Capital Market’s and Keefe, Bruyette & Woods’ pooled trust preferred offering. The Company established Britton & Koontz Statutory Trust # 1 which issued 5,000 capital securities and
155 common securities with an aggregate liquidation amount of $5 million and $155 thousand, respectively. The term of the capital securities and debentures is 30 years. The initial interest rate was 4.41%, adjusting quarterly at 3-Month LIBOR plus 3.15% and capped at 11.75%. The interest rate at June 30, 2009, was 3.75%. The securities are currently callable on a quarterly basis at the option of the Company.
Note E. Loan Commitments
In the ordinary course of business, the Company enters into commitments to extend credit to its customers. Letters of credit at June 30, 2009, and December 31, 2008, were $3.8 million and $3.6 million, respectively. As of June 30, 2009, the Company had entered into
other commercial and residential loan commitments with certain customers that had an aggregate unused balance of $62.3 million, up from $52.1 million at December 31, 2008. Because letters of credit and loan commitments often are not used in their entirety, if at all, before they expire, the balances on such commitments should not be used to project actual future liquidity requirements. However, the Company does incorporate expectations about the level of draws under all credit-related commitments
into its funds management process.
Note F. Earnings per Share
Basic income per share amounts are computed by dividing net income by the weighted average number of common shares outstanding. The computation of diluted income per share assumes the exercise of all outstanding securities potentially convertible into common stock, including
options granted, unless the effect is anti-dilutive. The effect will be anti-dilutive when the exercise price per share of an option exceeds the current market price for a share of Company stock. The Company accounts for its options under the recognition and measurement of fair value provisions of Statement of Financial Accounting Standards No. 123R, “Share-Based Payments.” The Company uses the Black-Scholes method for valuing stock options. On February
17, 2009, the Company awarded 8,500 shares of restricted common stock pursuant to its 2007 Long-Term Incentive Compensation Plan. The shares are subject to a three-year holding period, commencing on the date of the award, during which the shares may not be sold, assigned, pledged or otherwise transferred.
The following information sets forth the computation of earnings per share for the three and six months ended June 30, 2009 and 2008.
|
|
|
For the three months ended
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
2,126,466
|
|
|
|
2,117,966
|
|
|
Dilutive effect of granted options
|
|
|
678
|
|
|
|
0
|
|
|
Diluted weighted average shares outstanding
|
|
|
2,127,144
|
|
|
|
2,117,966
|
|
|
Net income
|
|
$
|
757,788
|
|
|
$
|
848,223
|
|
|
Net income per share-basic
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
Net income per share-diluted
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average shares outstanding
|
|
|
2,124,259
|
|
|
|
2,117,966
|
|
|
Dilutive effect of granted options
|
|
|
502
|
|
|
|
281
|
|
|
Diluted weighted average shares outstanding
|
|
|
2,124,761
|
|
|
|
2,118,247
|
|
|
Net income
|
|
$
|
1,357,804
|
|
|
$
|
1,694,331
|
|
|
Net income per share-basic
|
|
$
|
0.64
|
|
|
$
|
0.80
|
|
|
Net income per share-diluted
|
|
$
|
0.64
|
|
|
$
|
0.80
|
|
Note G. Fair Value
The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However,
in many instances, there are no quoted market prices for the Company's various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Statement of Financial Accounting
Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:
Cash and Due From Banks - Fair value equals the carrying value of such assets.
Federal Funds Sold - Due to the short-term nature of this asset, the carrying value of this item approximates its fair value.
Investment Securities - Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.
I
nvestmen
t
securities also include equity securities that are not traded in an active market. The fair value of these securities
equals the carrying value of such assets.
Cash Surrender Value of Life Insurance - The fair value of this item approximates its carrying value.
Loans, Net - For variable-rate loans which reprice frequently, fair values are based on carrying values. Other variable-rate loans, fixed-rate commercial loans, installment loans, and mortgage loans are valued using discounted cash flows. The discount rates used to determine the present value of these loans are based on interest
rates currently being charged by the Bank on loans with comparable credit risk and terms.
Deposits - The fair values of demand deposits are equal to the carrying value of such deposits. Demand deposits include non-interest bearing demand deposits, savings accounts, NOW accounts, and money market demand accounts. Discounted cash flows have been used to value fixed rate term deposits. The discount
rate used is based on interest rates currently being offered by the Bank on deposits with comparable amounts and terms.
Long-Term Borrowings - The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing ratio for similar types of borrowing arrangements.
Federal Funds Purchased and Securities Sold Under Repurchase Agreements - The fair value of these items approximates their carrying values.
Off-Balance Sheet Instruments - Loan commitments are negotiated at current market rates and are relatively short-term in nature. Therefore, the estimated value of loan commitments approximates the face amount. Fair values for interest rate swaps and caps are based on quoted market prices where available. If quoted
market prices are not available, fair values are based on quoted market prices of comparable instruments.
The estimated fair values of the Company's financial instruments, rounded to the nearest thousand, are as follows:
|
|
|
June 30, 2009
|
|
|
December 31, 2008
|
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
|
Amount
|
|
|
Value
|
|
|
Amount
|
|
|
Value
|
|
|
|
|
|
|
|
(dollars in Thousands)
|
|
|
|
|
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
5,613
|
|
|
$
|
5,613
|
|
|
$
|
6,951
|
|
|
$
|
6,951
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity
|
|
|
54,335
|
|
|
|
54,279
|
|
|
|
54,815
|
|
|
|
54,843
|
|
|
Available-for-sale
|
|
|
101,837
|
|
|
|
101,837
|
|
|
|
111,895
|
|
|
|
111,895
|
|
|
Equity securities
|
|
|
3,745
|
|
|
|
3,745
|
|
|
|
4,010
|
|
|
|
4,010
|
|
|
Cash surrender value of life insurance
|
|
|
1,080
|
|
|
|
1,080
|
|
|
|
1,056
|
|
|
|
1,056
|
|
|
Loans, net
|
|
|
221,934
|
|
|
|
224,111
|
|
|
|
223,114
|
|
|
|
224,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
252,339
|
|
|
|
253,167
|
|
|
|
257,214
|
|
|
|
258,320
|
|
|
Short-term borrowings
|
|
|
44,117
|
|
|
|
44,108
|
|
|
|
54,121
|
|
|
|
54,107
|
|
|
Long-term borrowings
|
|
|
4,000
|
|
|
|
4,017
|
|
|
|
819
|
|
|
|
825
|
|
|
Securities sold under
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
repurchase agreements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail
|
|
|
12,092
|
|
|
|
12,089
|
|
|
|
11,634
|
|
|
|
11,638
|
|
|
Structured
|
|
|
40,000
|
|
|
|
43,645
|
|
|
|
40,000
|
|
|
|
44,185
|
|
|
Junior subordinated debentures
|
|
|
5,155
|
|
|
|
5,155
|
|
|
|
5,155
|
|
|
|
5,155
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face
Amount
|
|
|
Fair
Value
|
|
|
Face
Amount
|
|
|
Fair
Value
|
|
|
Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to extend credit
|
|
$
|
62,321
|
|
|
$
|
62,321
|
|
|
$
|
52,133
|
|
|
$
|
52,133
|
|
|
Standby letters of credit
|
|
|
3,774
|
|
|
|
3,774
|
|
|
|
3,575
|
|
|
|
3,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following provides the fair value hierarchy table
require
d under Statement of Financial Accounting Standards No. 157, “Fair Value Measurements,”
supplemented
with information regarding the income statement changes in fair value of assets (for which the fair value option has been elected):
|
Fair Value Measurements at June 30, 2009:
Description
|
Fair Value Measurements at June 30, 2009
|
Quoted Prices in Active Markets for Identical Assets
(Level 1)
|
Significant Other Observable Inputs
(Level 2)
|
Significant Unobservable Inputs
(Level 3)
|
|
|
|
|
|
|
|
Securities available-for-sale
|
$
|
101,837,262
|
|
$
|
101,837,262
|
|
|
Level 1
includes the most reliable sources, and includes quoted prices in active markets. Level 2
includes observable inputs. Observable inputs
are defined in
Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,”
to include “inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates)” as well as “inputs that are derived principally from or
corroborated by observable market data by correlation or other means (market-corroborated inputs).” Level 3
includes unobservable inputs and should be used only when observable inputs are unavailable.
|
It
em 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion is intended to present a review of the major factors affecting the financial condition of Britton & Koontz Capital Corporation (the “Company”) and its wholly-owned subsidiary, Britton & Koontz Bank, N.A. (the “Bank”), as of June 30, 2009,
as compared to the Company’s financial condition as of December 31, 2008, and the results of operations of the Company for the three and six month periods ended June 30, 2009, as compared to the corresponding periods of 2008.
SUMMARY
The Company’s net income for the three months ended June 30, 2009, was $758 thousand, or $0.36 per diluted share, compared to $848 thousand, or $0.40 per diluted share, for the quarter ended June 30, 2008. For the six month period ended June 30, 2009, net income was $1.4
million, or $0.64 per diluted share, compared to $1.7 million, or $0.80 per diluted share, for the same period in 2008.
Earnings for the three and six months ended June 30, 2009 decreased as compared to the corresponding periods in 2008 primarily on account of the effects of increased Federal Deposit Insurance Corporation (“FDIC”) assessment rates in 2009, as well as the separate FDIC special
assessment of $180 thousand expensed in the second quarter of 2009, which is payable on September 30, 2009. The Company’s loan loss provision also increased in the first six months of 2009 as compared to the same period in 2008. These increased expenses were partially offset by increases in net interest income. The FDIC special assessment was assessed on all FDIC-insured banks as part of its efforts to recapitalize the Deposit Insurance Fund. In addition, the
FDIC increased the assessment rates for calculating deposit insurance premiums in 2009. The special assessment reduced diluted earnings per share by $0.05 for the three and six month periods ended June 30, 2009, while the higher assessment rate reduced diluted earnings per share for the three and six months ended June 30, 2009, by $0.03 and $0.06, respectively. The higher provision expense in the both the first and second quarter of 2009 negatively impacted diluted earnings per share by
$0.04 and $0.21, respectively, for the three and six month periods ended June 30, 2009.
Total assets decreased $11.8 million from $413.1 million at December 31, 2008, to $401.3 million at June 30, 2009. Cash and due from banks decreased $1.4 million to $5.6 million at June 30, 2009, from $7.0 million at December 31, 2008. The available-for-sale
investment securities portfolio decreased from December 31, 2008, by $10.0 million to $101.8 million at June 30, 2009, primarily from monthly cash flows exceeding additional purchases. Total loans at June 30, 2009, decreased $745 thousand to $224.8 million since December 31, 2008. Other real estate owned, net increased $478 thousand over the same period. Since December 31, 2008, total deposits have decreased $4.9 million to $252.3 million at June 30, 2009. Total
borrowings decreased $6.4 million over the same period as investment cash flows were used to pay down debt. Total stockholders’ equity increased $646 thousand to $40.2 million at June 30, 2009 from $39.5 million at December 31, 2008.
Overall asset quality has deteriorated slightly as the Company’s nonperforming assets have increased to $8.8 million at June 30, 2009, compared to $5.0 million at December 31, 2008. Management believes the increases in nonperforming assets as compared to prior periods reflect
the effects of the economic recession currently affecting the United States generally and the Company’s markets in particular. Management intends to continue to ensure that its credit administration and loan underwriting processes remains disciplined and focused on the creditworthiness of new loan originations. Despite the increases in problem assets, the Company expects its portfolio management process, including its underwriting standards and early involvement in problem loans, to
allow it to mitigate further weakening of asset quality. Management believes that it has identified the most significant troubled assets in its loan portfolio and is working to resolve the credit issues related to these assets as beneficially to the Company as possible. Finally, management also believes that the Company’s asset quality measures remain in line with, if not better than, peer averages. Further detail on the Company’s nonperforming assets may be found
below under the heading “Asset Quality.”
Financial Condition
Assets
Investment Securities
The Company’s investment securities portfolio at June 30, 2009, was $159.9 million, a decrease of $10.8 million from December 31, 2008. Investment securities consist of US government sponsored enterprise mortgage-backed securities and obligations of states and political
subdivisions along with certain equity securities. Investment securities that are deemed to be held-to-maturity are accounted for by the amortized cost method while securities in the available-for-sale category are accounted for at fair value with valuation adjustments recorded in the equity section of the balance sheet through other comprehensive income/ (loss).
Management determines the classification of its securities at acquisition. Total held-to-maturity and available-for-sale securities decreased $10.5 million to $156.2 million at June 30, 2009. The decrease in securities was due to normal pay-downs of mortgage-backed
securities and reinvestment calls of municipal securities offset by additional municipal security purchases. From time to time, the Company will prefund future cash flows that are expected from the current portfolio to take advantage of favorable interest rate spreads between the short-term funding and the investment securities purchased with such funding. Under this prefunding strategy, the Company obtains short-term funding, typically from the Federal Home Loan Bank (“FHLB”),
to acquire investment securities and then uses the cash flows generated by such securities in the subsequent two to three quarters to repay the short-term funding. Due to the low interest rate environment during the second quarter of 2009, the Company was not able to utilize its prefunding strategy; as a result, the investment securities portfolio decreased. However, the Company has had limited success in pre-investing anticipated municipal securities that have been called. Equity
securities, comprised primarily of Federal Reserve Bank stock of $522 thousand, FHLB stock of $2.9 million, the Company’s investment in its statutory trust of $155 thousand and ECD Investments, LLC membership interests of $100 thousand, decreased $265 thousand due to the mandatory redemption of FHLB stock.
The amortized cost of the Bank’s investment securities at June 30, 2009, and December 31, 2008, are summarized below.
COMPOSITION OF INVESTMENT PORTFOLIO
(
Amortized Cost
)
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities
|
|
$
|
111,526,401
|
|
|
$
|
123,834,755
|
|
|
Obligations of State and
|
|
|
|
|
|
|
|
|
|
Political Subdivisions
|
|
|
41,243,714
|
|
|
|
39,529,246
|
|
|
Total
|
|
$
|
152,770,115
|
|
|
$
|
163,364,001
|
|
Loans
Total loans remained relatively stable during the first six months of 2009, decreasing only $745 thousand from the balance at December 31, 2008. Increases in loans of $6.4 million in the Company’s Baton Rouge, Louisiana market offset similar decreases in the Company’s
Mississippi markets, mainly in the commercial real estate and residential portfolio. As a result of lower mortgage rates, loans sold in the secondary market increased in the second quarter of 2009 by $2 million compared to the first quarter of 2009. Further declines are expected to occur in the Company’s residential real estate portfolio, primarily in the Natchez market, as management plans to replace cash flows from these loans with higher yielding commercial loans mainly in Baton
Rouge. Management is aware that this transition will place pressure on loan volumes and in fact total loan volumes may continue to decline throughout the remainder of the year.
The ratio of total loans to total assets increased to 56.0% at June 30, 2009, compared to 54.6% at December 31, 2008. At June 30, 2009, the loan to deposit ratio was 89.1% compared to 87.7% at December 31, 2008. The following table presents the Bank’s loan portfolio
composition at June 30, 2009, and December 31, 2008.
COMPOSITION OF LOAN PORTFOLIO
|
|
|
|
|
|
|
|
|
Commercial, financial & agricultural
|
|
$
|
25,559,000
|
|
|
$
|
25,128,000
|
|
|
Real estate-construction
|
|
|
28,808,000
|
|
|
|
30,910,000
|
|
|
Real estate-1-4 family residential
|
|
|
56,567,000
|
|
|
|
65,312,000
|
|
|
Real estate-other
|
|
|
108,146,000
|
|
|
|
97,952,000
|
|
|
Installment
|
|
|
5,393,000
|
|
|
|
6,038,000
|
|
|
Other
|
|
|
293,000
|
|
|
|
171,000
|
|
|
Total loans
|
|
$
|
224,766,000
|
|
|
$
|
225,511,000
|
|
The Company’s loan portfolio at June 30, 2009, had no significant concentrations of loans other than in the categories presented in the table above.
Bank Premises
The Company closed on the purchase of a second location in the Baton Rouge, Louisiana market in May, 2009. The new branch is approximately 4,300 square feet and management intends for this location to house a specialty branch that will focus on mortgage and commercial loan origination
as well as wealth management and other private banking activities. Management anticipates the branch will be open prior to the end of August 2009.
Asset Quality
The Company has experienced some declines in certain asset quality measures since December 31, 2008. Nonperforming assets, which includes non-accrual loans, loans delinquent 90 days or more and other real estate, increased to $8.8 million, or 2.2% of total assets at June 30,
2009, from $5.0 million, or 1.2% of total assets at December 31, 2008. Approximately $4.0 million of the nonperforming assets are two non-accrual commercial real estate loans, both of which have been under formal forbearance agreements. The Company continues to closely monitor these loans and intends to take such actions as are necessary to limit any losses to the Company. Two additional commercial real estate relationships totaling $1.6 million were included in 90 day past due
at the end of the second quarter. Both of these relationships have subsequently been renewed, each with a payment of all past due interest and one also with some reduction of principal. Net charge-offs of $383 thousand in the second quarter of 2009 resulted in net charge-offs of $515 thousand at June 30, 2009 compared to $202 thousand at June 30, 2008. A breakdown of nonperforming assets at June 30, 2009, and December 31, 2008, is shown below.
BREAKDOWN OF NONPERFORMING ASSETS
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
Non-accrual loans by type:
|
|
|
|
|
|
|
|
Real estate
|
|
$
|
5,458
|
|
|
$
|
3,364
|
|
|
Installment
|
|
|
75
|
|
|
|
86
|
|
|
Commercial and all other loans
|
|
|
72
|
|
|
|
118
|
|
|
Total non-accrual loans
|
|
|
5,605
|
|
|
|
3,568
|
|
|
Loans past due 90 days or more
|
|
|
1,822
|
|
|
|
518
|
|
|
Total nonperforming loans
|
|
|
7,427
|
|
|
|
4,086
|
|
|
Other real estate owned (net)
|
|
|
1,397
|
|
|
|
919
|
|
|
Total nonperforming assets
|
|
$
|
8,824
|
|
|
$
|
5,005
|
|
|
Nonperforming loans as a percent of loans, net of unearned interest and loans held for sale
|
|
|
3.30
|
%
|
|
|
1.81
|
%
|
Allowance for Possible Loan Losses
The allowance for loan losses is established as losses are estimated through a provision for loan loss charged against operations and is maintained at a level that management considers adequate to absorb losses in the loan portfolio. The allowance is subject to change from time
to time as management reevaluates its adequacy. Management’s judgment in determining the adequacy of the allowance is inherently subjective and is based on the evaluation of individual loans, the known and inherent risk characteristics and size of the loan portfolios, the assessment of current economic and real estate market conditions, estimates of the current value of underlying collateral, past loan loss experience, review of regulatory authority examination reports, evaluations of specific
loans and other relevant factors. Each loan is assigned a risk rating between one and nine with a rating of “one” being the least risk and a rating of “nine” reflecting the most risk or a complete loss. Risk ratings are assigned by the originating loan officer or loan committee at the initiation of the transactions and are reviewed and changed, when necessary, during the life of the loan.
The allowance consists of specific, general and unallocated components. Loan loss reserve factors are multiplied against the balances in each risk rating category to arrive at the appropriate level for the allowance for loan losses. Loans assigned a risk rating of “five” or
above are monitored more closely by management. The specific component relates to loans that are considered impaired. The general component of the allowance for loan loss groups loans with similar characteristics and allocates a percentage based upon historical losses and the inherent risks within each category. The unallocated portion of the allowance reflects management’s estimate of probable but undetected losses inherent in the portfolio; such estimates are influenced
by uncertainties in economic conditions, delays in obtaining information, including unfavorable information about a borrower’s financial condition, difficulty in identifying triggering events that correlate perfectly to subsequent loss rates, and risk factors that have not yet manifested themselves in loss allocation factors. The methodology for determining the adequacy of the allowance for loan losses is consistently applied; however, revisions may be made to the methodology and assumptions
based on historical information related to charge-off and recovery experience and management’s evaluation of the current loan portfolio.
Based upon this evaluation, management believes the allowance for loan losses of $2.8 million at June 30, 2009, which represents 1.26% of gross loans held to maturity, is adequate, under prevailing economic conditions, to absorb probable losses on existing loans. At June
30, 2009, total reserves included specific reserves of $1.5 million, general reserves of $978 thousand and unallocated reserves of $314 thousand. At December 31, 2008, the allowance for loan loss was $2.4 million, or 1.06% of gross loans held to maturity.
Provision for Possible Loan Losses
The provision for possible loan losses is a charge to earnings to maintain the allowance for possible loan losses at a level consistent with management’s assessment of the loan portfolio in light of current and expected economic conditions. The Company’s loan loss
provision for the second quarter of 2009 was $250 thousand, as compared to $120 thousand for the second quarter of 2008. For the six month period ended June 30, 2009, the Company’s provision for loan losses increased by $710 thousand to $950 thousand compared to the same period in 2008. The additional provision in the second quarter of 2009 as compared to the same period in 2008 was added primarily to address increased net charge-offs experienced during the six months ended June 30,
2009, compared to the same period in 2008. Net charge-offs of $383 thousand in the second quarter of 2009 resulted in net charge-offs of $515 thousand at June 30, 2009 compared to $202 thousand at June 30, 2008.
The Company regularly reviews the allowance in an effort to maintain it at an adequate level and provide necessary data to maintain a proper provision expense to earnings. Based upon this evaluation, and considering the net charge-offs in the first six months and anticipated
charge-offs
in the third quarter of 2009, management currently believes that the provision for possible loan losses of approximately $100 thousand per month (or $300 thousand per quarter) will be adequate for the remainder of the year to provide coverage for possible loan losses that may be inherent in the portfolio. The following table details allowance activity for the six months ended June 30, 2009, and June 30, 2008:
ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
|
|
Balance at beginning of period
|
|
$
|
2,398
|
|
|
$
|
2,431
|
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
(441
|
)
|
|
|
(317
|
)
|
|
Commercial
|
|
|
(98
|
)
|
|
|
(65
|
)
|
|
Installment and other
|
|
|
(17
|
)
|
|
|
(32
|
)
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
19
|
|
|
|
17
|
|
|
Commercial
|
|
|
17
|
|
|
|
147
|
|
|
Installment and other
|
|
|
5
|
|
|
|
48
|
|
|
Net (charge-offs)/recoveries
|
|
|
(515
|
)
|
|
|
(202
|
)
|
|
Provision charged to operations
|
|
|
950
|
|
|
|
240
|
|
|
Balance at end of period
|
|
$
|
2,833
|
|
|
$
|
2,469
|
|
|
Allowance for loan losses as a percent of loans, net of unearned interest & loans held for sale
|
|
|
1.26
|
%
|
|
|
1.07
|
%
|
|
Net charge-offs as a percent of average loans
(year-to-date)
|
|
|
.23
|
%
|
|
|
.09
|
%
|
Potential Problem Loans
At June 30, 2009, the Company had no loans, other than those identified with reserves set aside and balances incorporated in the above tables, which management had significant doubts as to the ability of the borrower to comply with current repayment terms.
Deposits
Total deposits decreased $4.9 million from $257.2 million at December 31, 2008, to $252.3 million at June 30, 2009. The decrease in deposits is due primarily to demand deposit accounts, money market and non-jumbo certificates of deposit. Some of the balances in these
account types transferred to the Company’s new rewards checking developed and offered in the second quarter of 2009. The low interest rate environment and reduced loan demand also contributed to the lower deposit balances. As interest rates remained low, the Company took advantage of lower-cost funding avenues such as FHLB borrowings. The Company from time to time uses brokered certificates of deposit as an asset liability management tool; such certificates of deposit currently
consist of only 1% of the Company’s total deposits.
COMPOSITION OF DEPOSITS
|
|
|
|
|
|
|
|
|
Non-Interest Bearing
|
|
$
|
44,759,527
|
|
|
$
|
51,119,827
|
|
|
NOW Accounts
|
|
|
57,364,103
|
|
|
|
48,338,323
|
|
|
Money Market Deposit Accounts
|
|
|
31,350,388
|
|
|
|
33,662,518
|
|
|
Savings Accounts
|
|
|
18,416,735
|
|
|
|
17,736,516
|
|
|
Certificates of Deposit
|
|
|
100,447,788
|
|
|
|
106,357,236
|
|
|
Total Deposits
|
|
$
|
252,338,541
|
|
|
$
|
257,214,420
|
|
Borrowings
Total bank borrowings, including FHLB advances, federal funds purchased and customer repurchase agreements, decreased $6.4 million from $106.6 million at December 31, 2008, to $100.2 million at June 30, 2009. The decrease resulted from the use of cash flows from the investment
securities portfolio to pay down short-term debt at the FHLB. Customer repurchase agreements of $12.1 million are included as borrowings rather than local customer deposits. These contracts are primarily made with local customers to sweep overnight funds from their deposit accounts. Management believes these accounts perform more like core deposits rather than wholesale borrowings.
Capital
Stockholders' equity totaled $40.2 million at June 30, 2009, compared to $39.5 million at December 31, 2008. Earnings of $1.4 million and a $35 thousand change in unrealized losses in the available-for-sale investment portfolio were offset by $766 thousand in dividends paid.
Losses in the available-for-sale investment portfolio included in comprehensive income are considered declines due to interest rates and are therefore only a temporary impairment of the security.
Components of comprehensive income are excluded from the calculation of capital ratios. The Company maintained a total capital to risk weighted assets ratio of 17.71%, a Tier 1 capital to risk weighted assets ratio of 16.60% and a leverage ratio of 10.58% at June 30, 2009. These
levels substantially exceed the minimum requirements of bank regulatory agencies for well-capitalized institutions of 10.00%, 6.00% and 5.00%, respectively. The ratio of shareholders' equity to assets increased to 10.0% at June 30, 2009, compared to 9.6% at December 31, 2008, primarily from the decrease in total assets.
Off-Balance Sheet Arrangements
There have been no significant changes in the Company’s off-balance sheet arrangements during the three months ended June 30, 2009. See Note B and Note E to the Company’s consolidated financial statements for a description of the Company’s off-balance sheet
arrangements.
Results of Operations
Net Income
Net income for the three months ended June 30, 2009, decreased to $758 thousand, or $0.36 per diluted share, compared to $848 thousand, or $0.40 per diluted share, for the same period in 2008. Returns on average assets and average equity were .75% and 7.52%, respectively, for
the three months ended June 30, 2009, compared to .89% and 9.31%, respectively, for the same period in 2008. The decrease is primarily due to the FDIC special assessment of $180 thousand and higher FDIC assessment rates in 2009. Increases in net interest income helped offset some of these assessment charges.
For the six months ended June 30, 2009, net income was $1.4 million, or $0.64 per diluted share, compared to $1.7 million, or $0.80 per diluted share, for the same period in 2008. This change, similar to the decrease for the three months ended June 30, 2009, was due to higher
FDIC assessments offset by increased net interest income.
Net Interest Income and Net Interest Margin
One of the largest components of the Company’s earnings is net interest income, which is the difference between the interest and fees earned on loans and investments and the interest paid for deposits and borrowed funds. The net interest margin is net interest income expressed
as a percentage of average earning assets.
Net interest income increased $306 thousand to $3.7 million for the three months ended June 30, 2009, as compared to the same period in 2008. Net interest income improved as average earning assets increased by $21.6 million to $386.5 million, contributing a net $206 thousand
toward the increase. In addition to the increase due to volumes, interest rate spread increased 32 basis points, adding approximately $100 thousand to net interest income. The Company’s interest rate spread, which is the difference in the weighted average interest rate on earning assets and the weighted average interest rate on interest bearing liabilities, increased as a result of funding costs declining to a greater degree than yields on earnings assets. Net interest margin increased
from 3.74% to 3.85% for the same comparable periods.
For the six months ended June 30, 2009, net interest income increased $690 thousand to $7.4 million compared to the same period in 2008. Average earning assets increased $31.5 million to $390.6 million
which contributed a net $626 thousand toward the increase in net interest income. The lower interest rate environment also provided a positive impact in the first six months of 2009, as the interest rate spread increased 30 basis points, adding approximately $64 thousand to net interest income. Net interest margin increased from 3.76% to 3.81% for the same comparable periods.
Non-Interest Income
Non-interest income was relatively stable for the second quarter of 2009 as compared to the second quarter of 2008, decreasing only $18 thousand, while non-interest income decreased $182 thousand for the first six months of 2009 as compared to the corresponding period in 2008, due primarily
to gains on securities sales in 2008.
Non-Interest Expense
Non-interest expense includes salaries and benefits, occupancy, equipment and other operating expenses. Non-interest expense for the three months ended June 30, 2009, increased $355 thousand to $3.2 million compared to the same period in 2008. The primary reason for
the increase is $274 thousand additional FDIC special assessment charges and increased premium rates in the second quarter of 2009 compared to the same period in 2008.
Non-interest expense increased $442 thousand to $6.1 million for the six months ended June 30, 2009, compared to the same period in 2008. As in the quarterly explanation, FDIC assessment increases of $382 thousand for the six months ended June 30, 2009, compared to the same period
in 2008 made up most of the difference.
Income Taxes
The Company recorded income tax expense of $184 thousand for the three months ended June 30, 2009, compared to $290 thousand for the same period in 2008.
Income tax expense for the six months ended June 30, 2009, was $268 thousand compared
to $576 thousand during the same period in 2008.
Liquidity and Capital Resources
The Company utilizes a funds management process to assist management in maintaining net interest income during times of rising or falling interest rates and in maintaining sufficient liquidity. Principal sources of liquidity for the Company are asset cash flows, customer deposits
and the ability to borrow against investment securities and loans. Secondary sources of liquidity include the sale of investment and loan assets. All components of liquidity are reviewed and analyzed on a monthly basis.
The Company has established a liquidity contingency plan to guide the Bank in the event of a liquidity crisis. The plan describes the normal operating environment, prioritizes funding options and outlines
management responsibilities and board notification procedures. As more emphasis has been directed to liquidity needs, the Company has enhanced its contingency plan to include stress levels, heightened reporting and monitoring along with testing to better understand and report its liquidity position.
The Company’s cash and cash equivalents decreased $1.3 million to $5.6 million at June 30, 2009, from $6.9 million at December 31, 2008. For the six months ended June 30, 2009, cash provided by operating and investing was $1.3 million and $9.4 million, respectively, while
financing activities used $12.0 million.
At June 30, 2009, the Company had unsecured federal funds lines with correspondent banks of $44 million and maintained the ability to draw on its available line of credit with the FHLB in the amount of approximately $33 million. In addition to these lines of credit, the Bank
had approximately $33 million in liquid assets including unencumbered investment securities available for collateralized borrowing. Management believes it maintains adequate liquidity for the Company’s current needs.
Certain restrictions exist on the ability of the Bank to transfer funds to the Company in the form of dividends and loans. These restrictions are described in detail in Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.” These
restrictions have not had, and are not expected in the future to have, a material impact on the Company’s ability to meet its anticipated cash obligations.
The Company recently purchased a second branch in Baton Rouge and is in the process of negotiating a lease on a third branch building in Baton Rouge which is expected to enhance its existing retail services within the market. The Company believes it has adequate resources to
execute this growth plan through its traditional funding sources and without materially affecting the Company’s liquidity position
.
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. When used in the Company’s documents (including this Report) 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
.
I
tem 3. Quantitative and Qualitative Disclosures About Market Risk
No disclosure is required hereunder as the Company is a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K.
It
em 4T. Controls and Procedures
The Company carried out an evaluation, under the supervision and with the participation of the Chief Executive Officer of the Company (“CEO”) and the Chief Financial Officer of the Company (“CFO”), of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June 30, 2009. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company’s SEC reports.
There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.
P
ART II. OTHER INFORMATION
It
em 2. Unregistered Sales of Equity Securities and Use of Proceeds
The Company’s ability to pay dividends to its shareholders is substantially dependent on the ability of the Bank to transfer funds to the Company in the form of dividends, loans and advances. Federal
law imposes limitations on the payment of dividends by national banks. Under federal law, the directors of a national bank, after making proper deduction for all expenses and other deductions required by the Comptroller of the Currency, may credit net profits to the bank’s undivided profits account and may declare a dividend from that account of so much of the net profits as they judge expedient. The Comptroller and the Federal Reserve Board have each indicated that banking organizations
should generally pay dividends only out of current operating earnings. The Bank’s ability to pay dividends to the Company is also limited by prudence, statutory and regulatory guidelines and a variety of other factors.
At June 30, 2009, retained earnings available for payment of cash dividends under applicable dividend regulations exceeded $5.1 million.
Certain restrictions also exist on the ability of the Bank to transfer funds to the Company in the form of loans. Federal Reserve regulations limit the amount the Bank may loan to the Company unless such loans are collateralized by specific obligations. At June 30,
2009, the maximum amount available for transfer from the Bank to the Company in the form of loans on a secured basis was $3.9 million. There were no loans outstanding from the Bank to the Company at June 30, 2009.
I
tem 4.
Submission of Matters to a Vote of Security Holders
The 2009 Annual Meeting of Shareholders of the Company was held in the lobby of the main office of Britton & Koontz Bank, N.A., 500 Main Street, Natchez, Mississippi 39120, on Tuesday, April 28, 2009. In addition to the election of three Class I directors, shareholders were asked to vote on a proposed amendment to the Company’s
Amended and Restated Articles of Incorporation, pursuant to which the Company’s classified board of directors would be phased out over three years, with directors instead elected annually.
With respect to the election of three Class I directors, each nominee for election received the number of votes set forth opposite his name in the table below.
|
Nominee
|
|
Number of Votes Cast “FOR”
Nominee
|
|
|
Number of Votes
Withheld
|
|
|
Gordon S. LeBlanc, Jr.
|
|
|
1,179,856
|
|
|
|
427,230
|
|
|
Bethany L. Overton
|
|
|
1,154,739
|
|
|
|
452,347
|
|
|
Robert R. Punches
|
|
|
1,154,739
|
|
|
|
452,347
|
|
|
|
|
|
|
|
|
|
|
|
In addition to the directors noted above who were elected at the Annual Meeting, the following directors continued in office after the Annual Meeting: W. Page Ogden,
W.W. Allen, Jr., Vinod K. Thukral, Ph.D., Craig A. Bradford, D.M.D., and George R. Kurz.
Under the Company’s Amended and Restated Articles of Incorporation, the proposed amendment to eliminate the Company’s classified board of directors required the approval of at least 80% of our issued and outstanding common stock in order to pass. The proposed amendment received the votes set forth below, and thus the
Company’s shareholders did not approve the amendment.
|
|
|
Number of
Votes Cast
|
|
|
Percentage of Total
Outstanding Shares
|
|
|
For
|
|
|
666,168
|
|
|
|
31.33%
|
|
|
Against
|
|
|
573,891
|
|
|
|
26.99%
|
|
|
Abstain
|
|
|
5,965
|
|
|
|
0.28%
|
|
|
Broker Non-Votes
|
|
|
361,062
|
|
|
|
16.98%
|
|
|
Not Voted
|
|
|
519,380
|
|
|
|
24.42%
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
|
|
Description of Exhibit
|
|
|
|
|
|
3.1
|
*
|
Amended and Restated Articles of Incorporation of Britton & Koontz Capital Corporation, incorporated by reference to Exhibit 3.01 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“Commission”) on February 20, 2009.
|
|
|
|
|
|
3.2
|
*
|
By-Laws of Britton & Koontz Capital Corporation, as amended, incorporated by reference to Exhibit 3.2 to Company’s Current Report on Form 8-K filed with the Commission on October 22, 2008.
|
|
|
|
|
|
4.1
|
*
|
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 Securities and Exchange Commission
on January 29, 1997, as amended by Amendment No. 1 to Rights Agreement dated as of August 15, 2006, incorporated by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 17, 2006.
|
|
|
|
|
|
31.1
|
|
Certifications of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
31.2
|
|
Certifications of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.1
|
|
Certifications of the Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
32.2
|
|
Certifications of the Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
*As indicated in the column entitled “Exhibits” this exhibit is incorporated by reference to another filing or document
|
S
IGNATURES
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, thereunto duly authorized.
BRITTON AND KOONTZ CAPITAL CORPORATION
|
Date:
|
August 6, 2009
|
/s/ W. Page Ogden
|
|
|
|
W. Page Ogden
|
|
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Chief Executive Officer
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Date:
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August 6, 2009
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/s/ William M. Salters
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William M. Salters
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Chief Financial Officer
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E
XHIBIT INDEX
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Exhibit
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Description of Exhibit
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31.1
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Certifications of the Chief Executive Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certifications of the Chief Financial Officer, as required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certifications of the Chief Executive Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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|
|
|
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32.2
|
Certifications of the Chief Financial Officer, as required pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
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