|

|
|
U. S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D. C. 20549
FORM 10-Q
|
| [X] |
QUARTERLY REPORT UNDER
SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED:
March 31, 2006 |
| OR |
|
| [ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
COMMISSION FILE NUMBER:
000-50224 |
|
SECURITY CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
|
MISSISSIPPI |
64-0681198 |
|
(STATE OF INCORPORATION) |
(I. R. S. EMPLOYER IDENTIFICATION NO.) |
295 HIGHWAY 6 WEST / P. O. BOX 690 BATESVILLE, MISSISSIPPI
|
38606 |
|
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES) |
(ZIP CODE) |
662-563-9311 (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE) |
NONE (FORMER NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT |
INDICATE BY CHECK MARK WHETHER THE ISSUER: (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 |
[ X ] YES
[ ] NO
|
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE
ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE
DEFINITION OF "ACCELERATED FILER AND LARGE ACCELERATED
FILER" IN RULE 12B-2 OF THE EXCHANGE ACT. (CHECK ONE): |
LARGE ACCELERATED FILER [ ]
ACCELERATED FILER [ ]
NON-ACCELERATED FILER [ X ]
|
|
INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL
COMPANY (AS DEFINED IN RULE 12B-2 OF THE ACT.) |
|
[ ] YES [
X ] NO |
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK AS OF March 31, 2006. |
|
TITLE |
OUTSTANDING |
|
COMMON STOCK, $5.00 PAR VALUE
|
2,612,070 |
|
|
|
SECURITY CAPITAL CORPORATION
FIRST QUARTER 2006 INTERIM FINANCIAL STATEMENTS
TABLE OF CONTENTS
|
|
PART I – FINANCIAL INFORMATION
ITEM NO. 1. FINANCIAL
STATEMENTS
SECURITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts presented in thousands)
|
|
(Unaudited)
March 31,
2006 |
Dec. 31,
2005 |
|
ASSETS |
| Cash and due
from banks |
$
14,570 |
$
19,138 |
|
Interest-bearing deposits with banks |
6,075 |
539 |
|
Total cash and cash equivalents |
20,645 |
19,677 |
Federal funds sold |
1,000 |
0 |
| Term deposits
with other banks |
392 |
392 |
| Securities
available-for-sale |
76,651 |
78,949 |
| Securities
held-to-maturity, estimated fair value of
$2,060 in 2006 and $2,063 in 2005 |
2,046 |
2,047 |
| Securities,
other |
1,469 |
1,456 |
|
Total securities |
80,166 |
82,452 |
Loans, less allowance for loan losses of
$4,175 in 2006 and $3,899 in 2005 |
301,482 |
294,046 |
| Interest
receivable |
4,154 |
4,015 |
| Premises and
equipment |
19,416 |
18,706 |
| Intangible
assets |
3,874 |
3,874 |
| Cash surrender
value of life insurance |
5,722 |
5,670 |
| Other assets |
7,839 |
7,044 |
|
Total Assets |
$ 444,690 |
$ 435,876
|
|
LIABILITIES AND
SHAREHOLDERS' EQUITY |
| Liabilities: |
|
|
|
Noninterest-bearing deposits |
$
60,221 |
$
63,082 |
|
Time deposits of $100,000 or more |
63,113 |
59,438 |
|
Other interest-bearing deposits |
252,265 |
232,246 |
|
Total deposits |
375,599 |
354,766 |
Interest payable |
1,047 |
1,038 |
|
Federal Funds Purchased |
0 |
15,000
|
|
Borrowed funds |
13,152 |
14,096 |
|
Other liabilities |
5,996 |
3,789 |
|
Total Liabilities |
395,794 |
388,689 |
Shareholders'
equity: |
|
|
|
Common stock - $5 par value, 5,000,000
shares authorized, |
|
|
|
2,622,878 shares issued in 2006 and 2005 |
13,114 |
13,114 |
| Surplus |
31,391 |
31,380 |
| Retained
Earnings |
4,785 |
3,003 |
| Accumulated
other comprehensive income |
(340) |
(255) |
| Treasury stock,
at par, 10,808 shares and 11,058 shares in
2006 and 2005, respectively |
(54) |
(55) |
|
Total Shareholders' Equity |
48,896 |
47,187 |
Total Liabilities and Shareholders' Equity |
$ 444,690 |
$ 435,876 |
|
|
|
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months
ended March 31, |
|
2006 |
2005 |
| INTEREST INCOME |
|
|
| Interest and fees on loans |
$
6,095 |
$ 4,252 |
| Interest and dividends on securities |
819 |
962 |
| Federal funds sold |
34 |
49 |
| Other |
58 |
69 |
| Total interest
income |
7,006 |
5,332
|
INTEREST EXPENSE |
|
|
| Interest on deposits |
2,136 |
1,192 |
| Interest on borrowings |
159 |
95 |
| Interest on federal funds purchased |
24 |
- |
| Total interest
expense |
2,319 |
1,287
|
Net Interest Income |
4,687 |
4,045
|
| Provision for loan losses |
241 |
185 |
| Net interest income after provision for
loan losses |
4,446 |
3,860 |
OTHER INCOME |
|
|
| Service charges on deposit accounts |
1,112 |
960 |
| Trust Department income |
258 |
261 |
| Securities net gain |
- |
7 |
| Other income |
227 |
271 |
| Total other
income |
1,597 |
1,499 |
OTHER EXPENSES |
|
|
| Salaries and employee benefits |
2,274 |
2,037 |
| Occupancy expense |
421 |
380 |
| Securities net
loss |
13 |
- |
| Other operating expense |
756 |
658 |
| Total other
expenses |
3,464 |
3,075 |
INCOME BEFORE PROVISION FOR INCOME TAXES |
2,579 |
2,284 |
| PROVISION FOR INCOME TAXES |
797 |
657 |
| NET INCOME |
1,782 |
$ 1,627
|
BASIC NET INCOME PER SHARE |
$ 0.68 |
$ 0.65
|
|
|
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months
ended March 31, |
|
2006 |
2005 |
| Net Income |
$
1,782 |
$
1,627 |
| Other
comprehensive income, net of tax: |
|
|
|
Unrealized holding gains/(losses) |
(85) |
(477) |
| Comprehensive
income |
$
1,697 |
$ 1,150 |
|
|
SECURITY CAPITAL
CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts presented in thousands)
| |
(Unaudited)
Three months ended
March 31, |
| |
2006 |
2005 |
| CASH FLOWS FROM OPERATING
ACTIVITIES: |
|
|
| NET INCOME |
$ 1,782 |
$ 1,627
|
| Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
Provision for loan losses |
241 |
185 |
|
Amortization of premiums and discounts on
securities, net |
94 |
186 |
|
Depreciation and amortization |
237 |
214 |
| FHLB
stock dividend |
(13) |
(7) |
| Loss (gain)on
sale of securities |
13 |
(7) |
| Loss
(gain) on sale/disposal of other assets |
(18) |
(30) |
| Changes in: |
|
|
|
Interest receivable |
(139) |
109 |
| Other
assets |
(1,428) |
658 |
|
Interest payable |
(9) |
(114) |
| Other
liabilities |
2,207 |
1,494
|
| Net cash provided by
operating activities |
2 967 |
4,315
|
CASH FLOWS FROM INVESTING
ACTIVITIES |
|
|
| (Increase) decrease in loans |
(7712) |
(19,185) |
| Purchase of securities available
for sale |
(3839) |
(15,390) |
| Proceeds of maturities and calls
of securities available for sale |
5907 |
15,184 |
| Additions to premises and
equipment |
710 |
(2,430) |
| Proceeds of sale of other assets |
506 |
30 |
| Increase in life insurance |
(52) |
(2,033) |
| Changes in Federal funds sold |
(1,000) |
--- |
| Net cash provided by (used in)
investing activities |
(6,900) |
(23,824) |
CASH FLOWS FROM FINANCING
ACTIVITIES |
|
|
| Changes in: |
|
|
|
Deposits |
20,833 |
26,156 |
| Federal
Funds purchased |
(15,000) |
- |
| Reissuance of treasury stock |
12 |
33 |
| Repayment of debt |
(1,244) |
(1,218) |
| Proceeds from issuance of debt |
300 |
- |
|
Net cash provided by financing
activities |
4,901 |
24,971
|
Net increase (decrease) in cash
and cash equivalents |
968 |
5,462 |
Cash and cash equivalents at
beginning of year |
19,677 |
16,088
|
Cash and cash equivalents at end
of period |
$ 20,645 |
$ 21,550
|
|
|
|
SECURITY CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A – BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial statements. Accordingly, they do
not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. However, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary
for fair presentation have been included. Operating results for the
three months ended March 31, 2006, are not necessarily indicative of
the results that may be expected for the year ending December 31,
2006. For further information, please refer to the Company's Form
10-K filed March 30, 2006, which includes the consolidated financial
statements and footnotes for the year ended December 31, 2005.
NOTE B – SUMMARY OF ORGANIZATION
Security Capital Corporation (the "Company) was incorporated
September 16, 1982, under the laws of the State of Mississippi for
the purpose of acquiring First Security Bank and serving as a
one-bank holding company.
First Security Bank and Batesville Security Building Corporation are
wholly owned subsidiaries of the Company.
First Security Bank was originally chartered under the laws of the
State of Mississippi on October 25, 1951 and engages in a wide range
of commercial banking activities and emphasizes its local
management, decision-making and ownership. The Bank offers a full
range of banking services designed to meet the basic financial needs
of its customers. These services include checking accounts, NOW
accounts, money market deposit accounts, savings accounts,
certificates of deposit, and individual retirement accounts. The
Bank also offers a wide range of personal and corporate trust
services and commercial, agricultural, mortgage and personal loans.
Its full-service banking locations expanded to eleven with the
October 31, 2001 opening in Olive Branch, Mississippi, the July 1,
2002 opening in Hernando, Mississippi and the August 2003 opening in
Pope, Mississippi. In April of 2005, a twelfth full service branch
opened in Southaven, Mississippi. Construction is in process for a
new facility on the corner of Goodman Road and Pleasant Hill Road in
Desoto County. Also, in process is the construction for a new
facility for the Robinsonville branch. The new building, a state of
the art facility, will meet the needs of the staff and the level of
customer activity. Completion of the construction of these
facilities is expected in 2006.
Batesville Security Building Corporation, the non-bank subsidiary,
was chartered under the laws of the State of Mississippi on June 23,
1971, generally, to deal in and manage real estate and personal
property.
The Company filed the initial registration, Form 10-SB, with the
Securities and Exchange Commission on March 28, 2003 having reached
and exceeded 500 shareholders in 2002.
NOTE C – EARNINGS PER COMMON SHARE
Basic per share data is calculated based on the weighted average
number of common shares outstanding during the reporting period.
Diluted per share data includes any dilution from potential common
stock outstanding, such as exercise of stock options. For the
periods presented below, there were no potential dilutive common
shares. All weighted average, actual shares or per share information
in the financial statements have been adjusted retroactively for the
effect of stock dividends.
| |
For the Three Months Ended March 31, 2006 |
Net Income
(Numerator) |
Shares
(Denominator) |
Per Share
Data |
| Basic per share |
1,782,323 |
2,611,963 |
$ 0.68 |
|
|
| |
For the Three Months Ended March 31, 2005
(as restated for stock dividend)
|
Net Income
(Numerator) |
Shares
(Denominator) |
Per Share
Data |
| Basic per share |
1,627,288 |
2,610,254 |
$ 0 .62 |
|
|
ITEM NO. 2
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS The following discussion
contains "forward-looking statements" relating to, without
limitation, future economic performance, plan and objectives of
management for future operations, and projections of revenues and
other financial items that are based on the beliefs of the Company's
management, as well as assumptions made by and information currently
available to the Company's management. The words "expect,"
"estimate," "anticipate," and "believe," as well as similar
expressions, are intended to identify forward-looking statements.
The Company's actual results may differ and the Company's operating
performance each quarter is subject to various risks and
uncertainties that are discussed in detail in the Company's filing
of the Form 10Q with the Securities and Exchange Commission.
The subsidiary Bank represents the primary assets of the Company. On
March 31, 2006, First Security Bank had approximately $442.8 million
in assets compared to $419.0 million at March 31, 2005. Loans
increased to $308.6 million at March 31, 2006 from $254.8 million at
March 31, 2005. Deposits increased by $13.1 million from March 31,
2005 to March 31, 2006 for a total of $375.7 million. For the three
months ended March 31, 2006 and March 31, 2005, the Bank reported
income of approximately $1,828,000 and $1,677,000, respectively.
CHANGES IN FINANCIAL CONDITION
The cash and due from banks of $20.6 million at March 31, 2006
reflected an increase from the cash position of $19.7 million at
December 31, 2005. This increase is attributed to a daily
fluctuation due to normal bank transactions. The cash management
team readily invests available cash and assesses the investment
tools for the most desirable yield and the funding needs of the
bank.
The earning assets at December 31, 2005 were $383.1 million and at
March 31,2006 were $394.8 million. The investments in fixed assets
continue to increase with the further expansion of the banking
services into the Desoto County area and with the improvement of the
banking location in Robinsonville. The premises and equipment, net
of the accumulated depreciation, at December 31, 2005 was $18.7
million as compared to $19.4 million at March 31, 2006. Other assets
increased to $7.8 million at March 31, 2006 from $7.0 million at
December 31, 2005, with the major component of the increase
attributed to an increase in the customer liability acceptances.
Deposit liabilities at March 31, 2006 reflected a 5.8% growth or a
$20.8 million increase for the first three months in 2006. The rise
in deposits decreases the need for increments on long-term
borrowings. Short-term borrowings provide a tool in providing the
funding for unforeseen deposit withdrawals and customer loan
advances. At March 31, 2006, short-term funding of federal funds
purchased and funds borrowed from the Federal Reserve was not
required due to a significant rise in deposits.
The net unrealized loss on available-for-sale securities reflected
in the shareholders' equity section on December 31, 2005 and on
March 31, 2006 was $255 thousand and $340 thousand, respectively.
The changes reflected over these reporting periods reflect the
volatile nature of the market. The volatile nature of the market
affected the comprehensive income with a net decrease of $85
thousand for the three months ending March 31, 2006 and a decrease
of $477 thousand for the three months ending March 31, 2005.
The consolidated statements of cash flows summarize the changes in
the financial condition of the Company. The most prevalent of the
changes for the three months ending March 31, 2006 are: an increase
of $7.7 million in loans; a net decrease in available-for-sale
securities of $2.1 million resulting from purchases of $3.8 million
offset by an approximate $5.9 million in maturities and sales; an
increase in the investment in premises and equipment of $710
thousand; an increase of $20.8 million in deposits; an investment in
federal funds sold of $1 million; and a decrease of $15 million in
federal funds purchased.
NONPERFORMING ASSETS AND RISK ELEMENTS.
Diversification within the loan portfolio is an important means
of reducing inherent lending risks. The loan portfolio is
represented by the following mix: Commercial 5.78%; Agricultural
1.13%; Real Estate 83.90%; Consumer 9.47% and Other .68%. The major
components of the real estate loans are 34.40% for construction and
land development property, 21.60% for first liens on 1-4 family
residential property and 35.98% for nonfarm and nonresidential
property.
At March 31, 2006, the subsidiary bank had loans past due as
follows:
| |
(in thousands) |
| Past due 30 days through 89 days |
$ 5,240 |
|
| Past due 90 days or more and still
accruing |
$ 804 |
|
The accrual of interest is discontinued on loans which become
ninety days past due unless the loans are adequately secured and in
the process of collection. Nonaccrual loans totaled $14 thousand at
March 31, 2006. Any other real estate owned is carried at lower of
cost or current appraised value less cost to dispose. Other real
estate at March 31, 2006 totaled $510 thousand. A loan is classified
as a restructured loan when the interest rate is materially reduced
or the term is extended beyond the original maturity date because of
the inability of the borrower to service the debt under the original
terms. The subsidiary bank had no restructured loans at March 31,
2006.
For the three months ended March 31, 2006, the Company experienced
$150 thousand in charge-offs of loans and $185 thousand in
recoveries of loans for a net increase effect to the Allowance for
Loan Losses of $35 thousand. With the recoveries exceeding the
charge-offs for the three months, the net charge-offs represent 0%
of loans. Of the $150 thousand charge to the Allowance for Loan
Losses, the breakdown is 6.67% for commercial and industrial loans,
.66% for credit card loans and 92.67% for consumer loans. Consumer
loan collections of $179 thousand represent the major component of
the $185 thousand in recoveries.
LIQUIDITY
The Company has an asset and liability management program that
assists management in maintaining net interest margins during times
of both rising and falling interest rates and in maintaining
sufficient liquidity. For the period ending March 31, 2006, the
liquidity improvement was reflected with the increase in deposits,
the decrease of federal funds purchased and the purchase of federal
funds sold. The regulatory liquidity ratio is well within the policy
requirement of a minimum liquidity ratio of 15%. A 1% increase or
decrease in market rates will basically not affect net interest
income. The Company's policy allows for no more than a 10% movement
in NII (net interest income), in a 200 basis point ramp of market
rates over a one-year period. When funds exceed the needs for
reserve requirements or short-term liquidity needs, the company will
increase its security investments or sell federal funds. It is
management's policy to maintain an adequate portion of its portfolio
of assets and liabilities on a short-term basis to insure rate
flexibility and to meet loan funding and liquidity needs.
At March 31, 2006, the tools to meet these needs are the secured and
unsecured lines of credit with the correspondent banks totaling
$37.5 million (to borrow federal funds) and the line of credit with
the Federal Home Loan Bank that exceeded $118 million. At March 31,
2006, the Company had available (unused) line of credit of
approximately $94million.
CAPITAL RESOURCES
Total consolidated equity capital at March 31, 2006 was $48.9
million or approximately 10.10% of total assets. The main source of
capital for the Corporation has been the retention of net income.
Quantitative measures established by regulation to ensure capital
adequacy require the Company to maintain minimum amounts and ratios
of Total Capital, Tier 1 Capital and Leverage Capital. Currently,
the Company and the Bank have adequate capital positions as of March
31, 2006 as reflected below:
|
Risk-Based Capital Ratio |
Corporation
Ratio |
Bank
Ratio |
Requirements |
| Total
Capital |
14.57% |
14.06% |
8% |
| Tier 1
Capital |
13.34% |
12.82% |
4% |
| Leverage
Capital |
10.38% |
9.96% |
3% |
|
RESULTS OF OPERATIONS
The consolidated net income for the Company for the three months
ending March 31, 2006 was $1.8 million which reflected an increase
of $155 thousand or 9.53% from the same period in 2005. The increase
signifies the continued growth of the Company.
Interest income increased to $7.0 million for the three months
ending March 31, 2006 indicating an increase of $1.7 million from
the $5.3 million for the three months ending March 31, 2006. The
increase in interest income signifies an increase in the pricing of
the loan products. Other Income for the three months ending March
31, 2006 increased to $1.6 million from $1.5 million for the three
months ending March 31, 2006. The net increase of $85 thousand is
attributed to an increase in income on service charges on deposit
accounts for the three months ending March 31, 2006.
Interest expense reflects an increase of $1.0 million to $2.3
million for the three months ending March 31, 2006 from $1.3 million
for the same period in 2005. The increase in interest expense can be
attributed to the competitive pricing of the deposit accounts in a
rising rate market.
The increase in the provision for loan losses of $56 thousand
reflects a proactive approach in the evaluation of the quality of
the loan portfolio and is consistent with the increase in the loan
portfolio and the quarterly analysis of the Allowance for Loan
Losses.
Noninterest income for the three months ending March 31, 2006 was
$1.6 million which is an increase from the $1.5 million for the same
period in 2005, reflecting an increase of $98 thousand. The main
component of the increase in the non-routine income in 2006 is
attributable to service charges on deposit accounts. The service
charges on deposit accounts, for each of the three months ended
March 31, 2006 and March 31, 2005, totaled $1.1 million and $960
thousand, respectively.
Other expenses, consisting primarily of salaries, employee benefits
and occupancy expense, for the three months ending March 31, 2006
reveal an increase of $389 thousand or 12.65% from the same period
in 2005. Salaries and employee benefits of $2.3 million for the
three months ended March 31, 2006 represent the largest component of
other expenses and steadily increases with the development of the
market area and the training of future bank management, in both
areas of commercial banking and trust.
Income tax expense of $797 thousand for the three months ended March
31, 2006 is indicative of the applicable tax liability for the
increase in the income for 2006 along with the adjustments for
tax-exempt income.
The net interest margin for the three months ending March 31, 2006
is 4.32%. The return on equity for the three month period ending
March 31, 2006 is 15.89%. For the three months ended March 31, 2006,
the return on assets is reflected at 1.67%. These ratios, reflecting
the financial status of the company, are consistent with the ratios
for prior reporting periods. |
|
ITEM NO. 3 QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT MARKET RISK
There have been no material changes in market risk exposures
that affect the quantitative and qualitative disclosures presented
as of December 31, 2005 in the Company's Form 10-K and Annual
Report.
|
ITEM NO. 4 CONTROLS AND PROCEDURES
Within 90 days prior to the filing of this report, an evaluation
under the direction and with the participation of our principal
executive officer and principal financial officer was performed to
determine the effectiveness of the design and operation of the
disclosure controls and procedures. The principal executive officer
and the principal financial officer concluded that our disclosure
controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC
reports. There have been no significant changes in the Corporation's
internal controls or in other factors subsequent to the date of the
evaluation that could significantly affect these controls.
|
|
|
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Out of the normal course of business, First Security Bank may be
defendant in a lawsuit. In regard to any legal proceedings, which
occurred during the reporting period, management expects no material
impact on the Company's consolidated financial position or results
of operation. |
ITEM 2. CHANGES IN SECURITIES
None
|
ITEM 3. DEFAULT UPON SENIOR SECURITIES None
|
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
|
ITEM 5. OTHER INFORMATION None
|
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
|
(a) |
Exhibits
Exhibit No. 31.1
Certification of principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit No. 31.2
Certification of principal financial officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Exhibit No. 32.1
Certification of principal executive officer
pursuant to 18 U. S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
Exhibit No. 32.2
Certification of principal financial officer
pursuant to 18 U. S. C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
(b) |
The Company did not file any reports on
Form 8-K during the quarter ended March 31, 2006.
|
|
SIGNATURES
|
| Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SECURITY CAPITAL CORPORATION |
| BY |
/s/ Frank
West
|
BY |
/s/ Connie
Woods Hawkins
|
| |
Frank West
President and Chief Executive Officer |
|
Connie Woods Hawkins
Executive Vice-President,
Cashier
and Chief Financial Officer |
| DATE: |
May 11, 2006 |
DATE: |
May 11, 2006
|
Exhibit No. 31.1
Certificate pursuant to Rule 13a-14(a) or
15d-14(a) of Securities Exchange Act of 1934 as adopted pursuant to
section 302 of Sarbanes-Oxley Act of 2002 – Chief Executive Officer.
I, Frank West certify that:
| 1. |
I have reviewed
this Form 10Q of Security Capital Corporation; |
| 2. |
Based on my
knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not
misleading with respect to the period covered by this
report; |
| 3. |
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this report; |
| 4. |
The
registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e))and internal control over financial reporting (as
defined in Exchange Act Rules 13a – 15(f) and 15d – 15(f))
for the registrant and have: |
| |
a) |
Designed such
disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being
prepared; |
| |
b) |
Evaluated the effectiveness of
the registrant's disclosure controls and procedures and
presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on
such evaluation; and |
| |
c) |
Disclosed in this report any
change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and |
| 5. |
The registrant's
other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons
performing the equivalent functions): |
| |
a.) |
All significant deficiencies
and material weaknesses in the design or operation of
internal control over financial reporting which are
reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and |
| |
b.) |
Any fraud, whether or not
material, that involves management or other employees who
have a significant role in the registrant's internal control
over financial reporting.
|
| DATE:
May 11, 2006 |
/s/ Frank West
Frank West President and Chief
Executive Officer |
|
EXHIBIT 31.2
Certificate pursuant to Rule 13a-14(a) or 15d-14(a) of Securities
Exchange Act of 1934 as adopted pursuant to section 302 of
Sarbanes-Oxley Act of 2002 – Cashier and Chief Financial Officer.
I, Connie Woods Hawkins certify that:
| 1. |
I
have reviewed this Form 10Q of Security Capital Corporation; |
| 2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report; |
| 3. |
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this report; |
| 4. |
The
registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a - 15(f) and
15d-15(f)) for the registrant and have: |
| |
a) |
Designed such
disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities,
particularly during the period in which this report is being
prepared; |
| |
b) |
Evaluated the
effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this
report based on such evaluation; and |
| |
c) |
Disclosed in
this report any change in the registrant's internal control
over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over
financial reporting; and |
| 5. |
The
registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the
audit committee of registrant's board of directors (or
persons performing the equivalent functions): |
| |
a.) |
All significant
deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's
ability to record, process, summarize and report financial
information; and |
| |
b.) |
Any fraud,
whether or not material, that involves management or other
employees who have a significant role in the registrant's
internal controls over financial reporting. |
| DATE:
May 11, 2006 |
/s/ Connie Woods Hawkins
Connie Woods Hawkins Executive Vice-President, Cashier and Chief Financial Officer
|
|
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U. S. C., SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10Q, filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, of Security Capital Corporation (the "Company") for the
period ended March 31, 2006, as filed with the Securities Exchange
Commission on the date hereof (the "Report"), I, Frank West, the
Chief Executive Officer of the Company, certify, pursuant to 18 U.
S. C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
| (1) |
the Report fully complies with the requirements of Section 13
(a) or 15 (d) of the Securities Exchange Act of 1934, as amended;
and |
| (2) |
the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company. |
| |
|
BY /s/ Frank West
Name: Frank West Title: Chief Executive Officer Date:
May 11, 2006 |
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging or otherwise
adopting the signature that appears in typed form within the
electronic version
of this written statement required by Section 906, has been provided
to Security Capital Corporation and will be
retained by Security Capital Corporation and furnished to the
Securities and Exchange Commission or its staff
upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U. S. C., SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
2002)
In connection with the Quarterly Report on Form 10Q, filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, of Security Capital Corporation (the "Company") for the
period ended March 31, 2006, as filed with the Securities Exchange
Commission on the date hereof (the "Report"), I, Connie Woods
Hawkins, the Chief Financial Officer of the Company, certify,
pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
| (1) |
the
Report fully complies with the requirements of Section 13
(a) or 15 (d) of the Securities Exchange Act of 1934, as
amended; and |
| (2) |
the
information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the Company. |
| |
|
BY /s/
Connie Woods Hawkins
Name: Connie Woods Hawkins Title: Chief Financial Officer Date:
May 11, 2006 |
A signed original of this written statement required by Section 906,
or other document authenticating, acknowledging or otherwise
adopting the signature that appears in typed form within the
electronic version of this written statement required by Section 906, has been provided
to Security Capital Corporation and will be retained by Security Capital Corporation and furnished to the
Securities and Exchange Commission or its staff upon request.
|
|