- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2011

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ___________

0-22606

Commission File Number

BRITTON & KOONTZ CAPITAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Mississippi		64-0665423
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

500 Main Street, Natchez, Mississippi 39120

(Address of Principal Executive Offices) (Zip Code)

601-445-5576

(Registrant’s Telephone Number, Including Area Code)

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 x 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.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

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: 2,137,466 shares of Common Stock, Par Value $2.50, were outstanding as of October 1, 2011.

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EXPLANATORY NOTE

Britton & Koontz Capital Corporation (the “Company”) is filing this Amendment No. 1 to Quarterly Report on Form 10−Q for the three and six months ended June 30, 2011 (the “Amended Report”), to amend the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2011, filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2011 (the “Original Report”).

On September 20, 2011, based upon the recommendation of management, the Board of Directors of the Company concluded that, in light of the downgrade of certain performing loans as of June 30, 2011, it was necessary to increase the Company’s provision for loan losses as of such date so that the allowance for loan losses at June 30, 2011 remained adequate to absorb probable losses on existing loans after taking into account the aforementioned downgrades. The Board further determined that, as a result of these changes, (1) Britton & Koontz Bank, N.A., the Company’s wholly-owned subsidiary, should amend its call report for the quarter ended June 30, 2011 to address this increase and (2) the Company’s previously issued financial statements for the three and six months ended June 30, 2011 included in the Original Report could no longer be relied upon. Accordingly, this Amended Report is being filed in order to restate the Company’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2011, and amend related disclosures in Item 1, Financial Statements, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and Item 4, Disclosure Controls and Procedures, in Part I of the Original Report.

The following sets forth the primary effects of the restatement on the financial statements and related information included in the Original Report:

The Company’s net income after tax for the three months ended June 30, 2011, will decrease from $393 thousand, or $0.18 per diluted share, to $229 thousand, or $0.11 per diluted share. The Company’s net income for the six months ended June 30, 2011, will decrease from $969 thousand, or $0.45 per diluted share, to $805 thousand, or $0.38 per diluted share.

·	The loan loss provision for the second quarter of 2011 will increase from $300 thousand to $562 thousand while the loan loss provision for the six months ended June 30, 2011, will increase from $1.1 million to $1.3 million.

·	The allowance for loan losses at June 30, 2011 will increase from $3.3 million to $3.6 million.

·	Shareholders’ equity at June 30, 2011 will decrease from $39.9 million to $39.8 million.

Since the above-described increases to the loan loss provision and the allowance for loan losses were made in connection with downgrades of loans that remained classified as performing at June 30, 2011, there were no changes to the Company’s nonperforming loans as of such date. Accordingly, those amounts in this Amended Report remain the same as in the Original Report. More generally, the Company has not modified or updated disclosures presented in the Original Report, except (1) as required to specifically reflect the effects of the restatement in this Amended Report and (2) with respect to (a) the Company’s determination that it will be necessary to increase the Company’s provision for loan losses for the third quarter of 2011, as described in Note K, “Subsequent Events,” in Part I, Item 1, Financial Statements, and in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, and (b) the status of the Company’s foreclosure on certain loans, as described in Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations. See Note J, “Restatement of Previously Issued Financial Statements, in Part I, Item 1, Financial Statements, for the specific line items restated in this Amended Report and a more detailed description of the changes resulting from the restatement.

For the convenience of the reader, this Amended Report sets forth the Original Report in its entirety, although as noted above the Company is only restating the portions of the Original Report affected by the restated financial information referenced above and updating its disclosures with respect to the anticipated increase in the Company’s loan loss provision and the status of the Company’s foreclosure on certain loans. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new, currently-dated certifications of our principal executive officer and principal financial officer are filed herewith as Exhibits 31.1, 31.2, 32.1 and 32.2.

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B RITTON & KOONTZ CAPITAL CORPORATION

AND SUBSIDIARIES

INDEX

PART I.	FINANCIAL INFORMATION


	Item 1. Financial Statements

	Consolidated Balance Sheets (as restated)
	Consolidated Statements of Income (as restated)
	Consolidated Statements of Changes in Stockholders' Equity (as restated)
	Consolidated Statements of Cash Flows (as restated)
	Notes to the Consolidated Financial Statements (as restated)

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (as restated)

	Item 3. Quantitative and Qualitative Disclosures About Market Risk

	Item 4. Controls and Procedures


PART II.	OTHER INFORMATION

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

	Item 6. Exhibits


SIGNATURES


CERTIFICATIONS:

Certification of Chief Executive Officer as required pursuant to section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Financial Officer as required pursuant to section 302 of the Sarbanes Oxley Act of 2002

Certification of Chief Executive Officer as required pursuant to section 906 of the Sarbanes Oxley Act of 2002

Certification of Chief Financial Officer as required pursuant to section 906 of the Sarbanes Oxley Act of 2002

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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B RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF

ASSETS

	June 30,			December 31,
ASSETS:	2011, (as restated)			2010
Cash and due from banks:
Non-interest bearing	$	8,132,559		$	4,827,021
Interest bearing		31,310,156			991,832
Total cash and due from banks		39,442,715			5,818,853
Federal funds sold		-			112,497
Investment Securities:
Available-for-sale (amortized cost, in 2011 and 2010,
of $93,224,417 and $94,250,975, respectively)		95,916,285			97,308,410
Held-to-maturity (fair value, in 2011 and 2010,
of $34,393,641 and $40,609,764, respectively)		33,239,387			39,760,756
Equity securities		1,635,800			1,835,200
Loans, less allowance for loan losses of $3,562,305
in 2011 and $2,420,143 in 2010		193,186,706			208,144,673
Loans held for sale		3,756,617			6,074,014
Bank premises and equipment, net		7,398,375			7,599,077
Other real estate		2,975,736			3,303,189
Accrued interest receivable		1,501,282			1,781,242
Cash surrender value of life insurance		1,164,509			1,145,016
Core Deposits, net		289,002			342,810
Other assets		1,903,461			2,193,946

TOTAL ASSETS	$	382,409,875		$	375,419,683
LIABILITIES AND STOCKHOLDERS' EQUITY
	June 30,			December 31,
LIABILITIES:		2011, (as restated)			2010
Deposits
Non-interest bearing	$	58,681,484		$	45,634,123
Interest bearing		217,118,074			212,908,407
Total deposits		275,799,558			258,542,530

Federal Home Loan Bank advances		9,000,000			17,457,000
Securities sold under repurchase agreements		50,365,670			51,365,895
Accrued interest payable		635,187			657,984
Advances from borrowers for taxes and insurance		166,060			245,943
Accrued taxes and other liabilities		1,504,579			2,063,358
Junior subordinated debentures		5,155,000			5,155,000
Total liabilities		342,626,054			335,487,710

STOCKHOLDERS' EQUITY:
Common stock - $2.50 par value per share;
12,000,000 shares authorized; 2,156,966 and 2,149,966 issued
and 2,142,466 and 2,135,466 outstanding, as of June 30, 2011
and December 31, 2010, respectively		5,392,415			5,374,915
Additional paid-in capital		7,408,945			7,379,891
Retained earnings		25,552,035			25,517,531
Accumulated other comprehensive income		1,687,801			1,917,011
Less: Treasury stock, 14,500 shares, at cost		(257,375	)		(257,375	)
Total stockholders' equity		39,783,821			39,931,973

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	382,409,875		$	375,419,683

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B RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2011, (as restated)			2010		2011, (as restated)		2010
INTEREST INCOME:
Interest and fees on loans	$	2,979,375		$	3,257,056	$	5,985,094	$	6,506,372
Interest on investment securities:
Taxable interest income		762,632			1,075,002		1,673,811		2,278,807
Exempt from federal taxes		361,846			415,468		748,402		836,492
Interest on federal funds sold		48			29		91		74
Total interest income		4,103,901			4,747,555		8,407,398		9,621,745

INTEREST EXPENSE:
Interest on deposits		647,915			825,599		1,317,935		1,674,872
Interest on Federal Home Loan Bank advances		69,040			72,517		138,552		150,776
Interest on trust preferred securities		43,652			43,579		86,817		86,117
Interest on securities sold under repurchase agreements		448,009			524,269		893,279		1,044,757
Total interest expense		1,208,616			1,465,964		2,436,583		2,956,522

NET INTEREST INCOME		2,895,285			3,281,591		5,970,815		6,665,223

Provision for loan losses		562,000			200,000		1,312,000		1,299,996

NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		2,333,285			3,081,591		4,658,815		5,365,227

OTHER INCOME:
Service charges on deposit accounts		367,164			368,430		713,625		727,643
Income from fiduciary activities		749			714		2,034		1,491
Gain/(loss) on sale of mortgage loans		107,689			42,958		253,606		71,931
Gain/(loss) on sale/matured securities		655,584			-		1,322,577		447,530
Other		301,839			299,394		672,492		578,707
Total other income		1,433,025			711,496		2,964,334		1,827,302


OTHER EXPENSES:
Salaries		1,538,589			1,487,803		3,097,377		3,040,188
Employee benefits		218,445			228,713		429,399		451,261
Director fees		37,459			41,387		74,518		78,237
Net occupancy expense		278,529			272,186		541,529		528,788
Equipment expenses		280,529			311,741		543,701		630,349
FDIC assessment		115,236			91,495		224,222		219,459
Advertising		36,998			38,385		80,199		84,433
Stationery and supplies		30,833			38,512		66,546		79,843
Audit expense		65,500			63,455		131,000		126,911
Other real estate expense, net		380,982			18,924		386,422		11,888
Amortization of deposit premium		26,904			26,904		53,808		53,808
Other		613,901			596,273		1,128,733		1,430,453
Total other expenses		3,623,905			3,215,778		6,757,454		6,735,618

INCOME BEFORE INCOME TAX EXPENSE		142,405			577,309		865,695		456,911

Income tax expense/(benefit)		(86,706	)		73,458		61,164		(110,232	)

NET INCOME	$	229,111		$	503,851	$	804,531	$	567,143

EARNINGS PER SHARE DATA:

Basic earnings per share	$	0.11		$	0.24	$	0.38	$	0.27
Basic weighted shares outstanding		2,142,466			2,135,466		2,139,643		2,133,179

Diluted earnings per share	$	0.11		$	0.24	$	0.38	$	0.27
Diluted weighted shares outstanding		2,143,497			2,136,450		2,140,714		2,134,092

Cash dividends per share	$	0.18		$	0.18	$	0.36	$	0.36

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B RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2011, (as restated) AND 2010

	Common Stock		Common Stock		Additional Paid-in			Retained			Accumulated Other Comprehensive			Treasury			Total Stockholders'
	Shares		Amount		Capital			Earnings			Income			Stock			Equity

Balance at December 31, 2009		2,126,466	$	5,352,415	$	7,396,211		$	25,082,298		$	2,267,340		$	(257,375	)	$	39,840,889
Comprehensive Income:
Net income									567,143									567,143

Other comprehensive
income (net of tax):
Net change in unrealized gain/(loss)
on securities available for sale, net
of taxes for $404,795												680,446						680,446
Total Comprehensive income																		1,247,589
Cash Dividend paid $0.36 per share									(768,768	)								(768,768	)
Common stock issued		9,000		22,500		84,600												107,100
Unearned compensation									(77,284	)								(77,284	)
Fair Value unexercised stock options						3,286												3,286
Balance at June 30, 2010		2,135,466	$	5,374,915	$	7,484,097		$	24,803,389		$	2,947,786		$	(257,375	)	$	40,352,813


Balance at December 31, 2010		2,135,466	$	5,374,915	$	7,379,891		$	25,517,531		$	1,917,011		$	(257,375	)	$	39,931,973
Comprehensive Income:
Net income									804,531									804,531

Other comprehensive
income (net of tax):
Net change in unrealized gain/(loss)
on securities available for sale, net
of taxes of $(136,356)												(229,210	)					(229,210	)
Total Comprehensive income																		575,321
Cash Dividend paid $0.36 per share									(770,027	)								(770,027	)
Common stock issued		7,000		17,500		84,000												101,500
Unearned compensation						(56,069	)											(56,069	)
Fair Value unexercised stock options						1,123												1,123
Balance at June 30, 2011, (as restated)		2,142,466	$	5,392,415	$	7,408,945		$	25,552,035		$	1,687,801		$	(257,375	)	$	39,783,821

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B RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,

	2011, (as restated)			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	804,531		$	567,143
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Deferred income taxes		(751,966	)		(93,630	)
Provision for loan losses		1,312,000			1,299,996
Provision for depreciation		305,191			390,516
Stock dividends received		(1,500	)		(4,500	)
(Gain)/loss on sale of other real estate		109,123			(466,350	)
(Gain)/loss on sale of mortgage loans		(253,606	)		(71,931	)
(Gain)/loss on sale of investment securities		(1,322,577	)		(447,530	)
Net amortization (accretion) of securities		216,174			52,740
Amortization of deposit premium		53,808			53,808
Writedown of other real estate		244,144			780,168
Unearned compensation		(56,069	)		(77,284	)
Net change in:
Loans held for sale		2,317,397			(5,164,937	)
Accrued interest receivable		279,959			161,438
Cash surrender value		(19,493	)		(25,505	)
Other assets		290,487			243,086
Accrued interest payable		(22,797	)		(87,940	)
Accrued taxes and other liabilities		329,541			335,333

Net cash provided by (used in) operating activities		3,834,347			(2,555,379	)

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase)/decrease in federal funds sold		112,497			33,303
Proceeds from sales, maturities and paydowns of securities:
Available-for-sale		35,664,891			22,927,653
Held-to-maturity		6,557,324			2,862,393
Redemption of FHLB stock		375,700			1,011,100
Purchase of FHLB stock		(174,800	)		-
Purchase of securities:
Available-for-sale		(33,567,885	)		(16,930,224	)
(Increase)/decrease in loans		13,767,884			2,617,222
Proceeds from sale and transfers of other real estate		105,877			776,350
Purchase of premises and equipment		(104,489	)		(77,099	)

Net cash provided by (used in) investing activities		22,736,999			13,220,698

CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase /(decrease) in customer deposits		16,783,956			8,345,176
Net Increase /(decrease) in brokered deposits		473,072			(369,910	)
Net Increase /(decrease) in securities sold under
repurchase agreements		(1,000,225	)		(47,594	)
Net Increase /(decrease) in FHLB advances		(8,457,000	)		(21,218,149	)
Net Increase /(decrease) in advances from borrowers
for taxes and insurance		(79,882	)		(98,221	)
Cash dividends paid		(770,028	)		(768,768	)
Common stock issued		101,500			107,100
Fair value of unexercised stock options		1,123			3,286

Net cash provided by (used in) financing activities		7,052,516			(14,047,080	)

NET INCREASE/(DECREASE) IN CASH AND DUE FROM BANKS		33,623,862			(3,381,761	)

CASH AND DUE FROM BANKS AT BEGINNING OF PERIOD		5,818,853			10,303,641

CASH AND DUE FROM BANKS AT END OF PERIOD	$	39,442,715		$	6,921,880




SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:

Cash paid during the period for interest	$	2,459,380		$	3,044,462
Cash paid/(refunds) during the period for income taxes	$	485,802		$	(125,320	)

SCHEDULE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:

Change in unrealized gains (losses)
on securities available for sale	$	(365,566	)	$	1,085,241

Change in the deferred tax effect in unrealized
gains (losses) on securities available for sale	$	(136,356	)	$	404,795

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B RITTON & KOONTZ CAPITAL CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011, (AS RESTATED)

Note A. Basis of Presentation

The consolidated balance sheet for Britton & Koontz Capital Corporation (the "Company") as of December 31, 2010, 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, 2011 and for the three and six months then ended (as restated) 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 2010 amounts have been reclassified to conform to the 2011 presentation.

Note B. Interest Rate Risk Management

On August 10, 2007, the Company’s wholly-owned subsidiary, Britton & Koontz Bank, N.A. (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%. Effective July 20, 2010, the Company extended the term of this agreement for an additional three years. The new agreement entered into is a 5 year, no-call 3 year Structured Repurchase Agreement with interest payments made quarterly on the 20 th day of January, April, July and October, which commenced on October 20, 2010 and continue up to and including the maturity date. Chase, in its discretion, may terminate the agreement on July 20, 2013, by notice to the Company two business days prior to such date. In exchange for the extension of term, Chase lowered the interest rate to be paid from the original 4.82% to a fixed interest rate of 3.69%. There is no interest rate cap embedded in the modified agreement.

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%, which rate is no longer subject to adjustment. Chase, in its discretion, may terminate this agreement on the 13 th of each February, May, August and November.

Under each of the above-described repurchase agreements, 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.

Note C. Investment Securities

The amortized cost of the Bank’s investment securities, including held-to-maturity and available-for-sale securities, at June 30, 2011 and December 31, 2010, are summarized below.

The amortized cost and approximate fair value of investment securities classified as available-for-sale at June 30, 2011, are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Obligations of State and
Political Subdivisions	$	7,789,972	$	297,400	$	-		$	8,087,372
Obligations of Other U.S.
Government Sponsored Agencies		19,004,104		55,296		(880	)		19,058,520
Mortgage-Backed Securities		66,430,341		2,358,231		(18,179	)		68,770,393
Total	$	93,224,417	$	2,710,927	$	(19,059	)	$	95,916,285

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The amortized cost and approximate fair value of investment securities classified as available-for-sale at December 31, 2010, are summarized as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
Obligations of State and
Political Subdivisions	$	7,366,392	$	95,289	$	(289,191	)	$	7,172,490
Mortgage-Backed Securities		62,346,074		3,421,198		(60,622	)		65,706,650
Obligations of Other U.S.
Government Sponsored Agencies		24,538,510		42,797		(152,037	)		24,429,270
Total	$	94,250,976	$	3,559,284	$	(501,850	)	$	97,308,410

The amortized cost and approximate fair value of investment securities classified as held-to-maturity at June 30, 2011, are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Obligations of State and
Political Subdivisions	$	27,257,704	$	907,782	$	(200,807	)	$	27,964,679
Mortgage-Backed Securities		5,981,682		447,280		-			6,428,962
Total	$	33,239,386	$	1,355,062	$	(200,807	)	$	34,393,641

The amortized cost and approximate fair value of investment securities classified as held-to-maturity at December 31, 2010, are summarized as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Obligations of State and
Political Subdivisions	$	31,747,346	$	558,246	$	(200,170	)	$	32,105,422
Mortgage-Backed Securities		8,013,410		490,931		-			8,504,341
Total	$	39,760,756	$	1,049,177	$	(200,170	)	$	40,609,763

There were no investment securities classified as trading at June 30, 2011 or December 31, 2010.

The aggregate fair value and aggregate unrealized losses on securities whose fair values are below book values as of June 30, 2011 and December 31, 2010, are summarized below. Due to the nature of the investment and current market prices, these unrealized losses are considered a temporary impairment of the securities.

As of June 30, 2011, there were seven securities included in held-to-maturity and two securities included in available-for-sale with fair values below book value.

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	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
Held-to-Maturity:
Obligations of
State and Political
Subdivisions (7)	$	3,205,757	$	(189,877	)	$	489,070	$	(10,930	)	$	3,694,827	$	(200,807	)
Total	$	3,205,757	$	(189,877	)	$	489,070	$	(10,930	)	$	3,694,827	$	(200,807	)
Available for Sale:
Obligations of Other U.S. Government Sponsored Agencies (1)	$	3,999,120	$	(880	)	$	-	$	-		$	3,999,120	$	(880	)
Mortgage Backed Securities(1)		1,034,654		(18,179	)		-		-			1,034,654		(18,179	)
Total	$	5,033,774	$	(19,059	)	$	-	$	-		$	5,033,774	$	(19,059	)

As of December 31, 2010, there were twenty-one securities included in held-to-maturity and twenty-three securities included in available-for-sale with fair values below book value.

	Less than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Loss			Value		Loss			Value		Loss
Held-to-Maturity:
Obligations of
State and Political
Subdivisions (21)	$	8,828,777	$	(168,632	)	$	468,462	$	(31,538	)	$	9,297,239	$	(200,170	)
Total	$	8,828,777	$	(168,632	)	$	468,462	$	(31,538	)	$	9,297,239	$	(200,170	)
Available for Sale:
Obligations of
State and Political Subdivisions (12)	$	1,038,994	$	(19,365	)	$	2,637,651	$	(269,826	)	$	3,676,645	$	(289,191	)
Obligations of Other U.S. Government Sponsored Agencies (7)		17,857,740		(152,037	)		-		-			17,857,740		(152,037	)
Mortgage Backed Securities(4)		9,440,517		(60,622	)		-		-			9,440,517		(60,622	)
Total	$	28,337,251	$	(232,024	)	$	2,637,651	$	(269,826	)	$	30,974,902	$	(501,850	)

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The unrealized losses in the Company’s investment portfolio, caused by interest rate increases, are not credit issues and are deemed to be temporary. Cash flows from the mortgage-backed securities are guaranteed by the full faith and credit of the United States or by an agency of the United States government. The Company also has the ability to hold these securities until maturity; the Company does not have the intent to sell, and more likely than not will not be required to sell, these securities prior to maturity. Thus, the Company is not required to record any loss on the securities. However, asset/liability strategies may occasionally result in the Company adjusting the available-for-sale portfolio duration by selling securities in the portfolio. The Company sold $10 million of its 30 year mortgage backed securities during the 1 st quarter of 2011 and subsequently sold an additional $10 million of similar securities during the 2 nd quarter of 2011.

Note D. Loans and Allowance for Loan Losses

Management segregates the loan portfolio into portfolio segments. Under applicable accounting rules, a loan portfolio segment is determined based on the level at which a bank develops and documents a systematic method for determining its allowance for loan losses. The Bank’s portfolio segments are based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate. The following tables set forth, as of June 30, 2011 (as restated) and December 31, 2010, the balance of both the allowance for loan losses and all “financing receivables” (that is, the principal amount of all loans plus accrued and unpaid interest as of the applicable measurement date) by portfolio segment, which is then further segregated by amounts evaluated for impairment collectively and individually. These tables take into account the effects of the Company’s restatement of its financial statements described in Note J, “Restatement of Previously Issued Financial Statements,” below (to the extent that the restatement had any effects at all on the amounts presented in these tables). The allowance for loan losses allocated to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict the use of the allowance to absorb losses in other portfolio segments.

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Allowance for Credit losses and Recorded Investment in Financing Receivables
For the Period Ended June 30, 2011 (as restated)
				Commercial
	Commercial			Real Estate			Consumer			Residential			Unallocated			Total
Allowance for credit losses:
Beginning balance	$	376,946		$	1,470,692		$	26,590		$	505,515		$	40,400		$	2,420,143
Charge-offs		(12,071	)		(104,419	)		(11,196	)		(76,882	)		-			(204,568	)
Recoveries		16,569			450			1,831			15,880			-			34,730
Provision		80,053			562,026			6,025			703,876			(39,980	)		1,312,000
Ending balance	$	461,497		$	1,928,749		$	23,250		$	1,148,389		$	420		$	3,562,305

Ending balance: individually
evaluated for impairment	$	78,971		$	1,147,089		$	-		$	259,231		$	-		$	1,485,291

Ending Balance: collectively
evaluated for impairment	$	382,526		$	781,660		$	23,250		$	889,158		$	420		$	2,077,014

Ending Balance: loans acquired with
deteriorated credit quality	$	-		$	-		$	-		$	-		$	-		$	-

Financing receivables:
Ending balance	$	23,370,000		$	97,269,000		$	4,052,000		$	75,815,000		$	-		$	200,506,000

Ending balance: individually
evaluated for impairment	$	182,555		$	7,209,788		$	26,880		$	1,580,351		$	-		$	8,999,574

Ending balance: collectively
evaluated for impairment	$	23,187,445		$	90,059,212		$	4,025,120		$	74,234,649		$	-		$	191,506,426

Ending balance: loans acquired with
deteriorated credit quality	$	-		$	-		$	-		$	-		$	-		$	-

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Allowance for Credit Losses and Recorded Investment in Financing Receivables
For the Year Ended December 31, 2010
				Commercial
	Commercial			Real Estate			Consumer			Residential			Unallocated			Total
Allowance for credit losses:
Beginning balance	$	631,065		$	2,476,025		$	161,172		$	300,750		$	309,726		$	3,878,738
Charge-offs		(523,284	)		(2,496,345	)		(24,381	)		(165,350	)		-			(3,209,360	)
Recoveries		48,477			6,336			4,427			16,521			-			75,761
Provision		220,688			1,484,676			(114,628	)		353,594			(269,326	)		1,675,004
Ending balance	$	376,946		$	1,470,692		$	26,590		$	505,515		$	40,400		$	2,420,143

Ending balance: individually
evaluated for impairment	$	131,663		$	784,382		$	-		$	139,819		$	-		$	1,055,864

Ending balance: collectively
evaluated for impairment	$	245,283		$	686,310		$	26,590		$	365,696		$	40,400		$	1,364,279

Ending balance: loans acquired with
deteriorated credit quality	$	-		$	-		$	-		$	-		$	-		$	-

Financing receivables:
Ending balance	$	24,661,000		$	108,856,000		$	4,451,000		$	78,671,000		$	-		$	216,639,000

Ending balance: individually
evaluated for impairment	$	364,163		$	6,862,175		$	24,028		$	259,406		$	-		$	7,509,772

Ending balance: collectively
evaluated for impairment	$	24,296,837		$	101,993,825		$	4,426,972		$	78,411,594		$	-		$	209,129,228

Ending balance: loans acquired with
deteriorated credit quality	$	-		$	-		$	-		$	-		$	-		$	-

Management divides the loan portfolio segments into classes, which are based on the initial measurement of the loan, risk characteristics of the loan and the method for monitoring and assessing the credit risk of the loan.

As of June 30, 2011 and December 31, 2010, loan balances outstanding more than 90 days and still accruing interest amounted to $654 thousand and $484 thousand, respectively. As of June 30, 2011 and December 31, 2010, non-accrual loans were $8.9 million and $7.5 million, respectively. The Bank considers all loans more than 90 days past due as non-performing loans.

The following tables present, by class, qualitative and quantitative information concerning the credit quality of financing receivables by credit quality indicators as of June 30, 2011 and December 31, 2010.

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Credit Quality Indicators
As of June 30, 2011
	Performing		Non-Performing		Total
Commercial	$	22,689,168	$	680,832	$	23,370,000
Consumer		4,025,120		26,880		4,052,000

Real Estate:
Construction and Development:
1-4 family residential		13,401,000		-		13,401,000
Other construction loans		16,619,218		911,782		17,531,000
Commercial Real Estate:
Owner occupied		36,815,090		2,700,910		39,516,000
Non-owner occupied		36,772,652		3,449,348		40,222,000
Residential:
1-4 family residential		48,629,736		615,264		49,245,000
Multi-family		12,048,464		1,120,536		13,169,000
Total	$	191,000,448	$	9,505,552	$	200,506,000

Credit Quality Indicators
As of December 31, 2010
	Performing		Non-Performing		Total
Commercial	$	24,296,837	$	364,163	$	24,661,000
Consumer		4,426,783		24,217		4,451,000

Real Estate:
Construction and Development:
1-4 family residential		10,641,000		-		10,641,000
Other construction loans		17,521,218		911,782		18,433,000
Commercial Real Estate:
Owner occupied		37,311,142		2,777,858		40,089,000
Non-owner occupied		46,759,883		3,574,117		50,334,000
Residential:
1-4 family residential		54,622,211		341,789		54,964,000
Multi-family		13,066,000		-		13,066,000
Total	$	208,645,074	$	7,993,926	$	216,639,000

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The following tables present, by class, an analysis as of June 30, 2011 and December 31, 2010 of the age of the recorded investment in financing receivables that are 30-89 days past due based on the Company’s review policy along with financing receivables past due 90 days, both accruing and non-accruing.

Aged Analysis of Past Due Financing Receivables
As of June 30, 2011
	30-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current Loans		Total Financing Recievable		Recorded Investment > 90 Days and Accruing
Commercial	$	210,978	$	498,278	$	709,256	$	22,660,744	$	23,370,000	$	498,278
Consumer		42,464		12,331		54,795		3,997,205		4,052,000		-

Real Estate:
Construction & Development:
1-4 Family Residential		714,208		-		714,208		12,686,792		13,401,000		-
Other Construction Loan		-		911,782		911,782		16,619,218		17,531,000		-
Commercial Real Estate:
Owner Occupied		14,808		-		14,808		39,501,192		39,516,000		-
Non-Owner Occupied		-		1,400,140		1,400,140		38,821,860		40,222,000		-
Residential:
1-4 Family Residential		662,272		312,808		975,080		48,269,920		49,245,000		155,449
Multi-family		-		1,120,536		1,120,536		12,048,464		13,169,000		-
Total	$	1,644,730	$	4,255,875	$	5,900,605	$	194,605,395	$	200,506,000	$	653,727

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Aged Analysis of Past Due Financing Receivables
As of December 31, 2010
	30-89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current Loans		Total Financing Recievable		Recorded Investment > 90 Days and Accruing
Commercial	$	67,563	$	188,594	$	256,157	$	24,404,843	$	24,661,000	$	-
Consumer		52,579		24,217		76,796		4,374,204		4,451,000		189

Real Estate:
Construction & Development:
1-4 Family Residential		833,395		-		833,395		9,807,605		10,641,000		-
Other Construction Loan		190,430		911,782		1,102,212		17,330,788		18,433,000		483,965
Commercial Real Estate:
Owner Occupied		1,548,589		3,574,117		5,122,706		34,966,294		40,089,000		-
Non-Owner Occupied		-		-		-		50,334,000		50,334,000		-
Residential:
1-4 Family Residential		700,210		140,467		840,677		54,123,323		54,964,000		-
Multi-family		-		-		-		13,066,000		13,066,000		-
Total	$	3,392,766	$	4,839,177	$	8,231,943	$	208,407,057	$	216,639,000	$	484,154

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The following table presents, by class, information regarding the recorded investment in financing receivables that have been placed on non-accrual status as of June 30, 2011 and December 31, 2010.

Financing Receivables on Non-Accrual Status
For the Periods Ended
	6/30/2011		12/31/2010

Commercial	$	182,554	$	364,163
Consumer		26,880		24,028
Real Estate:
Construction and Development:
1-4 Family Residential		-		-
Other Construction Loans		911,782		427,817
Commercial Real Estate
Owner Occupied		2,700,910		2,777,858
Non-owner Occupied		3,449,348		3,574,117
Residential
1-4 Family Residential		459,815		341,789
Multi-family		1,120,536		-
Total	$	8,851,825	$	7,509,772

The following tables present, by class, for loans that meet the definition of an impaired loan in sections 310-10-35-16 and 310-10-35-17 of Accounting Standards Codification Topic 310, “Receivables,” for the quarter ended June 30, 2011 and the year ended December 31, 2010, (1) the recorded investment in impaired loans for which there is a related allowance for credit loss, (2) the recorded investment in impaired loans for which there is not a related allowance for credit loss and (3) the total unpaid principal balance of impaired loans. Additionally, the table includes, by class, the average recorded investment in impaired loans and the amount of interest income recognized using a cash basis method of accounting during the time within that period that the loans were impaired.

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Impaired Loans
For Quarter Ended June 30, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:
Commercial	$	9,300	$	9,142	$	-	$	10,204	$	-
Consumer		30,438		29,739		-		31,869		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		849,523		1,040,782		-		839,137		-
Commercial Real Estate:
Owner Occupied		2,679,008		2,459,177		-		2,689,614		34,923
Non-Owner Occupied		-		-		-		-		-
Residential:
1-4 Family Residential		204,537		203,649		-		204,398		-
Multifamily		-		-		-		-		-

With Related Allowance Recorded:
Commercial		192,431		173,971		78,971		193,230		2,629
Consumer		-		-		-		-		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		175,807		454,000		45,500		173,784		-
Commercial Real Estate:
Owner Occupied		452,748		659,228		578,881		459,422		-
Non-Owner Occupied		3,686,594		3,567,849		522,707		3,746,041		-
Residential:
1-4 Family Residential		307,811		322,817		80,196		311,759		-
Multifamily		1,143,685		1,123,596		179,036		1,139,768		-

Total
Commercial		201,731		183,113		78,971		203,434		2,629
Consumer		30,438		29,739		-		31,869		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		1,025,330		1,494,782		45,500		1,012,921		-
Commercial Real Estate:
Owner Occupied		3,131,756		3,118,405		578,881		3,149,036		34,923
Non-Owner Occupied		3,686,594		3,567,849		522,707		3,746,041		-
Residential:
1-4 Family Residential		512,348		526,466		80,196		516,157		-
Multifamily		1,143,685		1,123,596		179,036		1,139,768		-
	$	9,731,882	$	10,043,950	$	1,485,291	$	9,799,226	$	37,552

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Impaired Loans
For Year Ended December 31, 2010
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
With No Related Allowance Recorded:
Commercial	$	-	$	-	$	-	$	-	$	-
Consumer		26,370		-		-		26,498		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		330,703		556,817		-		590,120		-
Commercial Real Estate:
Owner Occupied		1,398,337		1,273,530		-		1,302,045		21,113
Non-Owner Occupied		-		-		-		-		-
Residential:
1-4 Family Residential		202,904		128,219		-		213,837		7,533
Multifamily		-		-		-		-		-

With Related Allowance Recorded:
Commercial		387,464		364,163		131,663		373,183		2,898
Consumer		-		-		-		-		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		170,968		454,000		45,500		171,396		-
Commercial Real Estate:
Owner Occupied		1,612,482		1,731,769		179,765		1,569,355		17,482
Non-Owner Occupied		3,707,323		3,574,117		559,117		3,707,323		-
Residential:
1-4 Family Residential		203,813		192,467		139,819		222,159		2,504
Multifamily		-		-		-		-		-

Total
Commercial		387,464		364,163		131,663		373,183		2,898
Consumer		26,370		-		-		26,498		-
Real Estate:
Construction and Development:
1-4 Family Residential		-		-		-		-		-
Other Construction Loans		501,671		1,010,817		45,500		761,516		-
Commercial Real Estate:
Owner Occupied		3,010,819		3,005,299		179,765		2,871,400		38,595
Non-Owner Occupied		3,707,323		3,574,117		559,117		3,707,323		-
Residential:
1-4 Family Residential		406,717		320,686		139,819		435,996		10,037
Multifamily		-		-		-		-		-
	$	8,040,364	$	8,275,082	$	1,055,864	$	8,175,916	$	51,530

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Note E. 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. These loans are carried at the lower of cost or market value.

Loans held-for-sale primarily consist of fifteen and thirty 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. There were no such losses at June 30, 2011. Gains on loans held-for-sale are recognized when realized and amounted to $108 thousand and $253 thousand for the three and six months ended June 30, 2011. Loans held-for-sale decreased from $6.1 million at December 31, 2010 to $3.8 million at June 30, 2011.

Loans held in the portfolio are periodically 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 F. 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, callable after 5 years at the option of the Company. 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, 2011, was 3.40%. The securities are currently callable at the discretion of the Company on a quarterly basis.

Note G. Loan Commitments

In the ordinary course of business, the Company enters into standby letters of credit and commitments to extend credit to its customers. Letters of credit at June 30, 2011, and December 31, 2010, were $4.0 million and $4.4 million, respectively. As of June 30, 2011, the Company had entered into commercial and residential loan commitments with certain customers that had an aggregate unused balance of $39.9 million, an increase from $38.8 million at December 31, 2010. 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 H. 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 Accounting Standards Codification (“ASC”) Topic 718, “Compensation—Stock Compensation.” The Company uses the Black-Scholes method for valuing stock options. The following information sets forth the computation of earnings per share for the three and six-months ended June 30, 2011 (as restated) and 2010.

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	For the three months ended June 30,
	2011 (as restated)		2010
Basic weighted average shares outstanding		2,142,466		2,135,466
Dilutive effect of granted options		1,031		984

Diluted weighted average shares outstanding		2,143,497		2,136,450
Net income	$	229,111	$	503,851
Net income per share-basic	$	0.11	$	0.24
Net income per share-diluted	$	0.11	$	0.24

	For the six months ended June 30,
	2011 (as restated)		2010
Basic weighted average shares outstanding		2,139,643		2,133,179
Dilutive effect of granted options		1,071		913

Diluted weighted average shares outstanding		2,140,714		2,134,092
Net income	$	804,532	$	567,143
Net income per share-basic	$	0.38	$	0.27
Net income per share-diluted	$	0.38	$	0.27

Note I. Fair Value

Fair Value Disclosures

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 based on the assumptions market participants would use when pricing the asset or liability. A fair value hierarchy has been established that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires companies to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

·	Level 1 - Includes the most reliable sources, and includes quoted prices in active markets for identical assets or liabilities.

Level 2 - Includes observable inputs. Observable inputs 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.

Since the assumptions used in measuring fair value significantly affect fair value measurements, the fair value estimates may not be realized in an immediate settlement of the instrument. In addition, in accordance with generally accepted accounting principles, certain financial instruments and all non-financial instruments are excluded from these 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 are used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

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Cash and Short-Term Investments - For short-term instruments, including federal funds sold, the carrying amount is a reasonable estimate of fair value.

Securities - Fair value of securities is based on quoted market prices. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Investment securities also include equity securities that are not traded in an active market. The fair value of these securities equals their carrying value.

Loans - The fair value for loans is estimated using discounted cash flow analyses, with interest rates currently being offered for similar loans to borrowers with similar credit ratings. Loans with similar classifications are aggregated for purposes of the calculations. The allowance for loan losses, which was used to measure the credit risk, is subtracted from the fair value of the loans.

Cash Surrender Value of Life Insurance – The fair value approximates its carrying value which is based on cash surrender values indicated by insurance companies.

Deposits - The fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable at the reporting date. The fair value of fixed-maturity certificates of deposit is estimated using discounted cash flow analyses, with interest rates currently offered for deposits of similar remaining maturities.

Borrowings - The fair value of Federal Home Loan Bank advances is estimated using the rates currently offered for advances of similar maturities.

Securities Sold Under Repurchase Agreements – The fair value approximates its carrying value.

Junior Subordinated Debt – Due to short-term variable repricing, the fair value approximates its carrying value.

Commitments to Extend Credit and Standby Letters of Credit - The fair values of commitments to extend credit and standby letters of credit do not differ significantly from the commitment amount and are therefore omitted from this disclosure.

The estimated approximate fair values of the Company’s financial instruments as of June 30, 2011 (as restated) and December 31, 2010 are as follows:

	June 30, 2011 (as restated)				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
			(dollars in Thousands)
Financial Assets:
Cash and due from banks	$	39,443	$	39,443	$	5,819	$	5,819
Federal funds sold		-		-		112		112
Investment securities:
Held-to-maturity		33,239		34,394		39,761		40,610
Available-for-sale		95,916		95,916		97,308		97,308
Equity securities		1,636		1,636		1,835		1,835
Cash surrender value of life insurance		1,165		1,165		1,145		1,145
Loans, net		196,943		201,148		214,219		218,739

Financial Liabilities:
Deposits		275,800		276,336		258,543		259,192
Short-term borrowings		2,000		2,000		8,457		8,456
Long-term borrowings		7,000		7,435		9,000		9,368
Securities sold under
repurchase agreements:
Retail		10,365		10,365		11,366		11,364
Structured		40,000		43,241		40,000		43,506
Junior subordinated debentures		5,155		5,155		5,155		5,155

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Recurring Basis

Fair values of investment securities available for sale were primarily measured using information from a third-party pricing service. This pricing service provides information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data from market research publications.

The following table presents the balance of assets measured on a recurring basis as of June 30, 2011 and December 31, 2010. As of those dates, the Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.

Description	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2011:
Mortgage Backed Securities	$	68,770,393	$	0.00	$	68,770,393	$	0.00
Obligation of State and Political Subdivision		8,087,372		0.00		8,087,372		0.00
Obligations of Other U.S. Government Sponsored Agencies		19,058,520		0.00		19,058,520		0.00
Total	$	95,916,285	$	0.00	$	95,916,285	$	0.00
December 31, 2010:
Mortgage Backed Securities	$	65,706,650	$	0.00	$	65,706,650	$	0.00
Obligation of State and Political Subdivision		7,172,490		0.00		7,172,490		0.00
Obligations of Other U.S. Government Sponsored Agencies		24,429,270		0.00		24,429,270		0.00
Total	$	97,308,410	$	0.00	$	97,308,410	$	0.00

Nonrecurring Basis

In the table below, the Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis. These financial assets and liabilities have been assigned to the most appropriate level within the fair value hierarchy based on the inputs used to determine their fair value at the measurement dates. As of such measurement dates, the Company did not record any liabilities at fair value for which measurement of the fair value was made on a non-recurring basis.

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The fair value of impaired loans is measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are Level 2 assets measured using recent appraisals from external parties of the collateral less any prior liens. Repossessed assets are initially recorded at fair value less estimated costs to sell. The fair value of repossessed assets is based on property appraisals and an analysis of similar properties available. As such, the Company records repossessed assets as Level 2.

The following table presents the balance of assets measured on a non-recurring basis as of June 30, 2011 and December 31, 2010.

Description	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
June 30, 2011:
Assets:
Impaired Loans	$	7,514,283	$	0.00	$	7,514,283	$	0.00
Repossessed Assets		2,975,736		0.00		2,975,736		0.00
Total	$	10,490,019	$	0.00	$	10,490,019	$	0.00

December 31, 2010:
Assets:
Impaired Loans	$	6,453,908	$	0.00	$	6,453,908	$	0.00
Repossessed Assets		3,303,189		0.00		3,303,189		0.00
Total	$	9,757,097	$	0.00	$	9,757,097	$	0.00

Note J. Restatement of Previously Issued Financial Statements

After the date of the original filing of the Company’s Form 10-Q for the quarter ended June 30, 2011, the Bank increased the provision for loan losses on loans collectively evaluated for impairment as of June 30, 2011 for the reasons described in this note below. On September 20, 2011, the Board of Directors of the Company concluded that the Company’s previously issued consolidated financial statements as of June 30, 2011 and for the three and six month periods ended June 30, 2011, needed to be restated and that the Company’s Form 10-Q for the quarter ended June 30, 2011, would need to be amended. It was also determined that its regulatory call report for the quarter ended June 30, 2011, needed to be amended as well.

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As a result of the restatement, the following financial statement line items were adjusted:

	Restated			Previously Reported			Effect of Change
Condensed Consolidated Balance Sheet at June 30, 2011:
Loans, net of allowance for loan losses	$	193,186,706		$	193,448,706		$	(262,000	)
Allowance for loan losses		3,562,305			3,300,305			262,000
Accrued taxes and other liabilities		1,504,579			1,602,579			(98,000	)
Total assets		382,409,875			382,671,875			(262,000	)
Retained earnings		25,552,035			25,716,035			(164,000	)
Total stockholders' equity		39,783,821			39,947,821			(164,000	)
Total liabilities and stockholders' equity		382,507,875			382,671,875			(164,000	)

Condensed Consolidated Statements of Income:
Three Months Ended June 30, 2011:
Provision for loan losses		562,000			300,000			262,000
Net interest income after provision for loan losses		2,333,285			2,595,285			(262,000	)
Income before income tax expense		142,405			404,405			(262,000	)
Income tax expense (benefit)		(86,706	)		11,294			(98,000	)
Net income		229,111			393,111			(164,000	)
Net income per share:
Basic		0.11			0.18			(0.07	)
Diluted		0.11			0.18			(0.07	)

Six Months Ended June 30, 2011:
Provision for loan losses		1,312,000			1,050,000			262,000
Net interest income after provision for loan losses		4,658,815			4,920,815			(262,000	)
Income before income tax expense		865,695			1,127,695			(262,000	)
Income tax expense (benefit)		61,164			159,164			(98,000	)
Net income		804,531			968,531			(164,000	)
Net income per share:
Basic	$	0.38		$	0.45		$	(0.07	)
Diluted	$	0.38		$	0.45		$	(0.07	)

Condensed Consolidated Statements of Stockholders' Equity:
Net income for the six months ended June 30, 2011		804,531			968,531			(164,000	)
Comprehensive income for the six months ended June 30, 2011		575,321			739,321			(164,000	)
Balance at June 30, 2011 - retained earnings		25,552,035			25,716,035			(164,000	)
Balance at June 30, 2011 - total stockholders' equity		39,783,821			39,947,821			(164,000	)

Condensed Consolidated Statement of Cash Flows:
Six Monthes Ended June 30, 2011:
Net income		804,531			968,531			(164,000	)
Deferred income taxes		(751,966	)		(653,966	)		(98,000	)
Provision for loan losses		1,312,000			1,050,000			262,000

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As a result of the restatement, regulatory capital ratios for each the Company and the Bank were affected as follows:

Restated

Previously Reported

Effect of Change

Regulatory capital of the Company at June 30, 2011:
Tier 1 leverage ratio	11.20	%	11.25	%	-0.05	%
Tier 1 risk-based capital ratio	18.19	%	18.25	%	-0.06	%
Total risk-based capital ratio	19.45	%	19.50	%	-0.05	%

Regulatory capital of the Bank at June 30, 2011:
Tier 1 leverage ratio	10.58	%	10.63	%	-0.05	%
Tier 1 risk-based capital ratio	17.05	%	17.11	%	-0.06	%
Total risk-based capital ratio	18.31	%	18.36	%	-0.05	%

The $262,000 increase in the allowance for loan losses and the provision for loan losses, which reduced net loans by the same amount, was due to the downgrade in a number of performing loans subsequent to, but as of, June 30, 2011 as a result of a re-evaluation of the underlying collateral and identification of continued deterioration in the ability of the borrowers to make payments on such loans. The $98 thousand decrease in accrued liabilities was due to increased deferred income tax benefit due to the increased loan loss provision.

Note K. Subsequent Events

Upon further market and loan portfolio analysis, including a weakened economy in the Company’s markets, management’s anticipation of lower appraisal values on certain nonperforming loans and other credits and weakened payment capacity from certain of the Company’s borrowers, management has decided that an additional provision for loan losses will be required in the 3 rd quarter of 2011 in excess of the amount previously projected for the quarter in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2011. As a result of this analysis, management currently estimates that the provision for the loan losses for the three months ended September 30, 2011 will be approximately $3.4 million. This amount is subject to change as management continues to analyze the market and loan portfolio and finalizes the aforementioned appraisals (but management undertakes no obligation to provide further updates as to the amount of the 3rd quarter provision prior to announcing the Company's third quarter results). As a result of this additional provision, as well as other changes to the allowance occurring in the normal course of business during the 3 rd quarter, management currently expects the allowance for loan losses at September 30, 2011 to be approximately $6 million, or 3.10% of total loans. As a result of the increase in the provision for loan losses, the Company expects a net loss in the 3 rd quarter as well as reduced year-to-date earnings.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (as restated)

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, 2011 (as restated), as compared to the Company’s financial condition as of December 31, 2010, and the results of operations of the Company for the three and six month periods ended June 30, 2011 (as restated), as compared to the corresponding period in 2010.

Restatement of Previously Issued Financial Statements

After the date of the Company’s filing of the Original Report with the SEC on August 12, 2011, the Company reclassified the risk rating on certain of its loans as of June 30, 2011. As a result of this reclassification, management determined that the Company needed to increase its allowance for loan losses as of June 30, 2011 by an increased provision for loan losses for the three months ended June 30, 2011. The Board of Directors of the Company determined that, in light of the changes to the allowance for loan losses and the related provision for loan losses as of June 30, 2011 and for the three and six months then ended, and based upon management’s recommendation, the Company’s previously-issued financial statements for the three and six months ended June 30, 2011, as reported in the Original Report, could no longer be relied upon. Accordingly, the Board of Directors determined that this Amended Report was necessary.

The Company has not modified or updated disclosures presented in the Original Report, except (1) as required to specifically reflect the effects of the restatement in this Amended Report and (2) with respect to (a) the Company’s determination that it will be necessary to increase the Company’s provision for loan losses for the third quarter of 2011, as described in Note K, “Subsequent Events,” in Part I, Item 1, Financial Statements", and in the Summary section below and (b) the status of the Company’s foreclosure on certain loans, as described below. See Note J, “Restatement of Previously Issued Financial Statements, in Part I, Item 1, Financial Statements, for the specific line items restated in this Amended Report and a more detailed description of the changes resulting from the restatement.

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Summary

The Company’s net income for the three months ended June 30, 2011 (as restated), was $229 thousand, or $.11 per diluted share, compared to $504 thousand, or $.24 per diluted share, for the quarter ended June 30, 2010. For the six month period ended June 30, 2011 (as restated), net income and diluted earnings per share were $805 thousand and $0.38, respectively, compared to $567 thousand and $0.27, respectively, for the same period in 2010. The decrease for the three month period (as restated) is primarily related to write-downs to other real estate of approximately $244 thousand after the Company received updated appraisals of certain of its other real estate and higher loan provision expense of $362 thousand. Additional items affecting the change in net income for the three-month period are higher mortgage-related income and sales from investment securities of $186 thousand and $219 thousand, respectively, offset by lower net interest income of $386 thousand. The increase for the six month period (as restated) is due primarily to $875 thousand of additional gains on the sale of investment securities, higher mortgage-related income of $215 thousand offset by a drop in net interest income of $694 thousand resulting from a declining net interest margin and the aforementioned charges to other real estate and higher tax expense.

Total assets were $382.4 million at June 30, 2011 (as restated), an increase of $7.0 million from December 31, 2010 due primarily to the increase of $30.3 million in Federal Reserve and other cash balances offset by lower investment securities and loans. At June 30, 2011, investment securities were $130.8 million, down $8.1 million from $138.9 million at June 30, 2010. Loans, (as restated) decreased to $199.4 million at June 30, 2011 from $216.6 million at December 31, 2010, due to lower loans held for sale and the general slowdown in all Company markets. Total deposits increased $17.3 million to $275.8 million at June 30, 2011 from $258.5 million at December 31, 2010, while total borrowings declined $9.5 million to $59.4 million. Total stockholders’ equity remained relatively the same at $39.8 million at June 30, 2011 (as restated), and $39.9 million at December 31, 2010.

Improvement in overall asset quality continues to be slow as the Company’s nonperforming assets have risen to $12.5 million at June 30, 2011, compared to $11.3 million at December 31, 2010. The increase in non-performing assets is primarily the result of two credits of approximately $1.6 million that were moved to non-accrual status in the 1 st quarter this year. In the 3 rd quarter of 2011, the Company completed the foreclosure on one of the properties securing one of these credits and expects to foreclose on the property securing the other credit in the 4 th quarter. The charge-off associated with the completed foreclosure is approximately $700 thousand.

Since year-end, the Company has recognized $5.2 million in troubled debt restructurings (“TDR’s”). Of this amount, $5.0 million was already classified as non-accrual loans and accordingly included in the significant asset quality ratios. The remaining $148 thousand consists of one credit that is still accruing and well secured by real estate; management does not expect any loss with respect to this credit. Net charge-offs during the six months ended June 30, 2011, declined substantially to $170 thousand from $2.6 million during the same period in 2010. However, subsequent to the end of the 2 nd quarter, management downgraded six loan relationships, totaling approximately $15 million, in the Baton Rouge, Louisiana market. These downgrades highlight the Company’s ongoing concern that its Baton Rouge market has not yet stabilized following the national recession.

Upon further market and loan portfolio analysis, including a weakened economy in the Company’s markets, management’s anticipation of lower appraisal values on certain nonperforming loans and other credits and weakened payment capacity from certain of the Company’s borrowers, management has decided that an additional provision for loan losses will be required in the 3 rd quarter of 2011 in excess of the amount previously projected for the quarter in the Company’s Current Report on Form 8-K filed with the SEC on September 21, 2011. As a result of this analysis, management currently estimates that the provision for the loan losses for the three months ended September 30, 2011 will be approximately $3.4 million. As a result of this additional provision, as well as other changes to the allowance occurring in the normal course of business during the 3 rd quarter, management currently expects the allowance for loan losses at September 30, 2011 to be approximately $6 million, or 3.10% of total loans. As a result of the increase in the provision for loan losses, the Company expects a net loss in the 3 rd quarter as well as reduced year-to-date earnings. This amount is subject to change as management continues to analyze the market and loan portfolio and finalizes the aforementioned appraisals. Management does not anticipate further updates as to the amount of the 3rd quarter provision prior to announcing the Company's third quarter results.

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Financial Condition

Loans

Total loans decreased $16.1 million to $200.5 million at June 30, 2011, from $216.6 million at December 31, 2010. The decrease in loans is due to lower commercial real estate activity and decreases in loans held for sale at June 30, 2011. The depressed economic conditions affecting the United States generally have weakened demand in all Company markets. Additionally, the decision to sell loans in the secondary market tends to slow the growth of residential portfolio loans. Further declines are expected to occur in the Company’s commercial and residential real estate portfolio through the remainder of 2011. As expansion of the Company’s mortgage operation has progressed, originations of 1-4 family residential mortgages increased to $22.2 million for the six month period ended June 30, 2011, compared to $17.5 for the same period in 2010.

The following table presents the Company’s loan portfolio composition at June 30, 2011, and December 31, 2010.

COMPOSITION OF LOAN PORTFOLIO

	06/30/11		12/31/10
Commercial, financial & agricultural	$	23,370,000	$	24,661,000
Real estate-construction		30,932,000		29,074,000
Real estate-residential		62,414,000		68,030,000
Real estate-other		79,736,000		90,423,000
Installment		3,929,000		4,204,000
Other		124,000		247,000
Total loans	$	200,505,000	$	216,639,000

The Company’s loan portfolio at June 30, 2011, had no significant concentrations of loans other than in the categories presented in the table above.

Investment Securities

The Company’s investment portfolio at June 30, 2011, consisted of mortgage-backed, agency and municipal securities. Investment securities that are classified as held-to-maturity (“HTM”) are accounted for by the amortized cost method while securities in the available-for-sale (“AFS”) category are accounted for at fair value. Changes in value of the AFS securities are recorded in the equity section of the balance sheet in “accumulated other comprehensive income.”

Management determines the classification of its securities at acquisition. Total HTM and AFS investment securities decreased $7.9 million to $129.2 million at June 30, 2011 from $137.1 million at December 31, 2010. Excluding investment purchases, sales and calls from agency and municipal securities, the decrease is due primarily to normal cash flow on the existing portfolio. Equity securities declined during this period by $200 thousand to $1.6 million. At June 30, 2011, equity securities were comprised primarily of Federal Reserve Bank stock of $522 thousand, Federal Home Loan Bank (“FHLB”) stock of $811 thousand, ECD Investments, LLC membership interests of $100 thousand and the Company’s $155 thousand investment in B&K Statutory Trust.

Bank Premises

There have been no material changes in the Company’s premises since December 31, 2010.

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Asset Quality

Management continually monitors the diversification of the loan portfolio and assesses loan quality. When the assessment of an individual loan relationship indicates that the borrower has a defined weakness in the ability to repay and collection of all outstanding principal and/or interest is in doubt, the debt is placed on non-accrual. By placing loans on non-accrual the Company recognizes a problem credit, foregoes interest that is likely uncollectible, and adjusts the carried loan balance to reflect the collection amount expected. When problem credits are transferred to non-accrual status, the accrual of interest income is discontinued and all previously accrued and uncollected interest for the year is reversed against interest income. A non-accrual loan may be restored to accrual status when it is no longer delinquent and management no longer doubts the collectability of interest and principal.

Several key measures are used to evaluate and monitor the Company’s asset quality. These measures include the levels and percentages of total nonperforming assets, loan delinquencies, non-accrual loans, foreclosed assets and charge-offs. Nonperforming assets increased $1.3 million to $12.6 million at June 30, 2011, from $11.3 million at December 31, 2010. The Company’s nonperforming assets consist of non-accrual loans of $8.9 million, other real estate of $3.0 million, accruing loans classified as TDR’s of $148 thousand and loans 90 days or more delinquent of $654 thousand. The increase is due primarily to the transfer of two commercial credits in the amount of approximately $1.6 million during the 1 st quarter of 2011 to non-accrual status. As noted above, the Company completed the foreclosure on one of the properties securing one of these credits in the 3rd quarter of 2011 and expects to foreclose on the property securing the other credit in the 4th quarter. Nonperforming loans as a percent of total loans, net of unearned income and loans held for sale (“LHFS”), increased to 4.91% at June 30, 2011, compared to 3.80% at December 31, 2010. Net charge-offs have declined substantially for the six months ended June 30, 2011, to $170 thousand compared to $2.6 million for the six months ended June 30, 2010. As discussed earlier, management’s downgrade of an additional $15 million in loans subsequent to the end of the 2 nd quarter highlights its concern as to the economic stress that still exists in the Company’s local markets

A breakdown of nonperforming assets at June 30, 2011, and December 31, 2010, is shown below.

BREAKDOWN OF NONPERFORMING ASSETS

	06/30/11			12/31/10
	(dollars in thousands)
Non-accrual loans by type:
Real estate	$	8,642		$	7,122
Installment		27			24
Commercial and all other loans		182			364
Total non-accrual loans		8,851			7,510
Loans past due 90 days or more		654			484
Troubled debt restructuring, still accruing		148			-
Total nonperforming loans		9,653			7,994
Other real estate owned (net)		2,976			3,303
Total nonperforming assets	$	12,629		$	11,297
Nonperforming loans to total loans, net of LHFS		4.91	%		3.80	%
Nonperforming loans to total assets		2.52	%		2.13	%
Nonperforming assets to total loans, net of LHFS		6.42	%		5.37	%
Nonperforming assets to total assets		3.30	%		3.01	%

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Allowance for Loan Losses

The allowance for loan losses is available to absorb probable credit losses inherent in the entire loan portfolio. The appropriate level of the allowance is based on an ongoing analysis of the loan portfolio and represents an amount that management deems adequate to provide for inherent losses. The balance of the loans determined to be impaired under Accounting Standards Codification Topic 310, “Receivables,” and the related allowance is included in management’s estimation and analysis of the allowance for loan losses. The determination of the appropriate level of the allowance is sensitive to a variety of internal factors, primarily historical loss ratios and assigned risk ratings, and external factors, primarily the economic environment. Additionally, the estimate of the allowance required to absorb credit losses in the entire portfolio may change due to shifts in the mix and level of loan balances outstanding and in prevailing economic conditions, as evidenced by changes in real estate demand and values, interest rates, unemployment rates and energy costs. While no one factor is dominant, each could cause actual loan losses to differ materially from originally estimated amounts.

For portfolio balances of consumer, consumer mortgage and certain other similar loan types, allowance factors are determined based on historical loss ratios by portfolio and may be adjusted by other qualitative criteria. For larger commercial and commercial real estate secured loans, risk-rating grades are assigned by lending, credit administration or loan review personnel, based on an analysis of the financial and collateral strength and other credit attributes underlying each loan. The allowance factors are established based on historical loss ratios experienced by the Company for these loan types, as well as the credit quality criteria underlying each grade, adjusted for trends and expectations about losses inherent in our existing portfolios. In making these adjustments to the allowance factors, management takes into consideration factors which it believes are causing, or are likely in the future to cause, losses within our loan portfolio but which may not be fully reflected in our historical loss ratios.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Impairment is measured on a loan-by-loan basis for problem loans primarily of $50,000 or greater by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. For real estate collateral, the fair market value of the collateral is based upon a recent appraisal by a qualified and licensed appraiser of the underlying collateral. Included in impaired loans are loans that management has deemed TDR’s.

Based upon this evaluation, and as explained in the Explanatory Note to this Amended Report, management believes the allowance for loan losses of $3.6 million at June 30, 2011 (as restated), which represents 1.81% of gross loans less unearned interest and LHFS, is adequate under prevailing economic conditions, to absorb probable losses on existing loans. The allowance at June 30, 2011 includes a specific allocation of approximately $1.5 million on total impaired loans of $9.0 million. At December 31, 2010, the allowance for loan loss was $2.4 million, or 1.15% of gross loans less unearned interest and LHFS. The allowance includes a specific allocation of approximately $1.1 million on total impaired loans of $7.5 million. However, as discussed earlier, upon further analysis and ongoing updated market information, management will add an amount to the allowance for loan losses which will move the balance at the end of the 3 rd quarter to approximately $6 million.

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The process by which management determines the appropriate level of the allowance, and the corresponding provision for probable credit losses, involves considerable judgment; therefore, no assurance can be given that future losses will not vary from current estimates.

Provision for Loan Losses

The provision for loan losses is a charge to earnings to maintain the allowance for loan losses at a level consistent with management’s assessment of the risk of loss in the loan portfolio in light of current risk management strategies, economic conditions and market trends. As a result of further identification of certain problem loans, the Company increased the provision to $562 thousand for the 2 nd quarter of 2011 compared to $200 thousand during the 2 nd quarter of 2010. However, the provision for the six months ended June 30, 2011, was $1.3 million, the same as during the same period in 2010. In connection with the updated analysis previously discussed, management will provide approximately $3.4 million in the 3 rd quarter of this year. This amount is subject to change as management continues to analyze the market and loan portfolio and finalizes the aforementioned appraisals (but management undertakes no obligation to provide further updates as to the amount of the 3rd quarter provision prior to announcing the Company's third quarter results).

The Company regularly reviews the allowance account in an effort to maintain it at an adequate level and collects necessary data to make a proper provision expense to earnings. However, factors may come to light during the remainder of the year that may influence management to change its expected provision. The following table details the allowance activity for the six months ended June 30, 2011 (as restated) and 2010:

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ACTIVITY OF ALLOWANCE FOR POSSIBLE LOAN LOSSES

	06/30/11 (as restated)			06/30/10
	(dollars in thousands)
Balance at beginning of period	$	2,420		$	3,878
Charge-offs:
Real Estate		(181	)		(2,166	)
Commercial		(12	)		(481	)
Installment and other		(11	)		(17	)
Recoveries:
Real Estate		16			14
Commercial		16			9
Installment and other		2			1
Net (charge-offs)/recoveries		(170	)		(2,640	)
Provision charged to operations		1,312			1,300
Balance at end of period	$	3,562		$	2,538
Allowance for loan losses as a percent of loans, net of LHFS		1.81	%		1.17	%
Net charge-offs as a percent of average loans 1		.08	%		1.18	%
Net charge-offs as a percent of average loans 2		.32	%		1.82	%

1. Net charge-offs are year to date

2. Net charge-offs are trailing twelve months

Potential Problem Loans

At June 30, 2011 (as restated), the Company had no loans, other than those balances incorporated in the above tables and summary discussion, which management had significant doubts as to the ability of the borrower to comply with current repayment terms.

Deposits

Total deposits increased $17.3 million from $258.5 million at December 31, 2010, to $275.8 million at June 30, 2011. The increase is due primarily to higher non-interest bearing demand deposits, the Company’s rewards checking and local school deposits.

The composition of the Company’s deposits is described in the following table.

COMPOSITION OF DEPOSITS

	06/30/11		12/31/10
Non-Interest Bearing	$	58,681,484	$	45,634,123
NOW Accounts		74,784,993		66,650,551
Money Market Deposit Accounts		35,295,453		36,140,259
Savings Accounts		20,142,233		19,098,255
Certificates of Deposit		86,895,395		91,019,342
Total Deposits	$	275,799,558	$	258,542,530

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Borrowings

Total Company borrowings, including FHLB advances, federal funds purchased, customer and structured repurchase agreements and junior subordinated debentures, decreased $9.5 million to $59.4 million at June 30, 2011, compared to $68.8 million at December 31, 2010. The decrease in borrowed funds is due primarily to the normal cash pay-downs from the investment portfolio. The Company includes in these borrowings balances that the Company has pursuant to agreements with local depositors to sweep overnight funds from their commercial deposit accounts. Because of the nature of the agreements, these sweep accounts are included as borrowings rather than local customer deposits; these amounts are classified as repurchase agreements and included under the “Securities sold under repurchase agreements” line item on the Company’s balance sheet. Management believes these accounts perform more like a core deposit rather than a bank obligation.

Capital

After giving effect to the restatement of the Company’s financial statements, stockholders' equity remained relatively the same at $39.8 million at June 30, 2011 (as restated), and December 31, 2010. Earnings of $805 thousand for the six months ended June 30, 2011 (as restated) were primarily offset by a $229 thousand change in unrealized losses in the AFS investment portfolio and by $770 thousand in dividends paid during this period.

The Company and Bank maintained a total capital to risk weighted assets ratio of 19.45% and 18.31%, respectively, a Tier 1 capital to risk weighted assets ratio of 18.19% and 17.05%, respectively, and a leverage ratio of 11.20% and 10.58%, respectively, at June 30, 2011 (as restated). These levels substantially exceed the minimum requirements of bank regulatory agencies for well-capitalized institutions of 10.00%, 6.00% and 5.00%, respectively. Components of comprehensive income are excluded from the calculation of capital ratios. The ratio of shareholders' equity to assets decreased to 10.4% at June 30, 2011 (as restated), compared to 10.6% at December 31, 2010, due to the increase in total assets.

As announced previously, the Board of Directors has suspended the Company’s quarterly cash dividend for the foreseeable future in order to fortify the Company’s capital position. Upon strengthening of the Bank’s loan portfolio and a corresponding improvement of re-investment opportunities of cash flows from both the loan portfolio and its securities investment portfolio, the Board of Directors will promptly consider the resumption of dividends.

Off-Balance Sheet Arrangements

There have been no material changes in the Company’s off-balance sheet arrangements during the three months ended June 30, 2011. See Note B and Note G to the Company’s consolidated financial statements for a description of the Company’s off-balance sheet arrangements.

Results of Operations

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 for the three and six month periods ended June 30, 2011, decreased $386 thousand and $694 thousand, respectively, over the same period in 2010. Average earning assets during the quarter ended June 30, 2011 held steady at $361 million while they dropped only slightly for the six month comparison. Although average earning assets remained relatively stable, the shift in the mix of average earning assets was the primary driver of the Company’s lower net interest income for the three and six-month periods. Cash flows from higher-yielding assets, loans and investment securities were moved to lower-yielding cash accounts in the first six months of 2011. Even though the lower interest rate environment during the past year has made profitable reinvestment of cash flows back into the market difficult and loan demand remains flat, the decline did not contribute materially to a decrease in net interest income. However, as expected, lower interest rates contributed to the decline in interest rate spread and margin during both comparative periods. Interest rate spread declined 39 and 32 basis points to 2.85% and 2.97% for the three and six month period ended June 30, 2011, respectively. Interest rate margin declined 43 and 36 basis points to 3.20% and 3.32% for the three and six months ended June 30, 2011, respectively.

Non-Interest Income/ Non-Interest Expense

Non-interest income increased $722 thousand for the 2nd quarter of 2011 compared to the 2nd quarter of 2010, while non-interest income increased $1.1 million for the first six months of 2011 compared to the corresponding period in 2010. Both period increases were primarily due to gains on the sale of investment securities and higher-mortgage related income. Non-interest expense increased $408 thousand for the 2nd quarter of 2011 compared to the 2nd quarter of 2010, due mainly to higher expenses on other real estate. Non-interest expense increased $22 thousand to $6.8 million for the six months ended June 30, 2011, as compared to the corresponding period in 2010. For the six month comparative period, a decrease in charges related to the provision of loan and late fees receivable from $368 thousand in 2010 to $92 thousand in 2011 and an $86 thousand decline in equipment expense were offset by a $374 thousand increase in other real estate expense. The increase in other real estate expense for both comparative periods is due to the lower values received from updated appraisals.

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Income Taxes

As a result of the restatement of the Company’s financial statements, the Company recorded an income tax credit of $87 thousand for three months ended June 30, 2011 (as restated), compared to a tax expense of $73 thousand for the same period in 2010. Income tax expense for the six months ended June 30, 2011 (as restated) was $61 thousand compared to an income tax credit of $110 thousand for the same period in 2010. The tax credit arose primarily due to the tax effects resulting from the $1.3 million in the provision for loan losses in both years.

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 and needs.

The Company’s cash and cash equivalents increased $33.5 million to $39.4 million at June 30, 2011, from $5.9 million at December 31, 2010. Cash was provided by operating, investing and financing activities of $3.8 million, $22.7 million and $7.0 million during the six months ended June 30, 2011, respectively.

At June 30, 2011, the Company had unsecured federal funds lines with correspondent banks of $36 million. The Company maintains the ability to draw on its available line of credit with the FHLB in the amount of approximately $74 million. In addition to these lines of credit, the Bank had approximately $62 million in liquid assets including unencumbered investment securities available for collateralized borrowing of $31 million, and cash available at the Federal Reserve Bank of $31 million. Enhancing these liquidity levels, the Company has the ability to add $45 million from the brokered CD market. Management believes that overall liquidity measures, as outlined above, indicate that the Company has adequate resources to fund foreseeable asset growth or to meet unanticipated deposit fluctuations or other immediate cash 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” and incorporated by reference herein. 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.

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. Forward-looking statements have been and will be made in written documents and oral presentations of the Company. Such statements are based on management’s beliefs as well as assumptions made by and information currently available to management. When used in the Company’s documents (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.

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Item 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.

Ite m 4. 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, 2011. Based on this evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures are effective for ensuring that information that the Company is required to disclose in reports that it files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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.

Management Reevaluation in light of the Restatement of Financial Information

In light of the restatement of the Company’s financial statements as discussed in this Amended Report, management reevaluated the Company’s controls and procedures. Following additional analysis and review, management has concluded that such controls and procedures remained effective as of June 30, 2011.

PART II. OTHER INFORMATION

Item 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.

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, 2011, the maximum amount available for transfer from the Bank to the Company in the form of loans on a secured basis was $2.5 million. There were no loans outstanding from the Bank to the Company at June 30, 2011.

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Item 6. Exhibits

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 Company’s Registration Statement on Form S-8, Registration No. 333-20631, filed with the 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 Company’s Current Report on Form 8-K filed with the 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

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.LAB		XBRL Label Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

*	As indicated in the column entitled “Description of Exhibits” this exhibit is incorporated by reference to another filing or document.

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SIGNA TURES

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 & KOONTZ CAPITAL CORPORATION

Date: October 14, 2011 /s/ W. Page Ogden

W. Page Ogden

Chief Executive Officer

Date: October 14, 2011 /s/ William M. Salters

William M. Salters

Chief Financial Officer

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EXHI BIT INDEX

Exhibit		Description of Exhibit

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

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.LAB		XBRL Label Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

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