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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: |
September 30, 2006 |
OR
|
| [ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
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| |
COMMISSION FILE NUMBER:
|
000-50224
|
|
SECURITY CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
MISSISSIPPI
(STATE OF INCORPORATION) |
64-0681198
(I. R. S. EMPLOYER IDENTIFICATION NO.) |
295 HIGHWAY 6 WEST / P. O. BOX 690 BATESVILLE, MISSISSIPPI
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES) |
38606
(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 SEPTEMBER 30, 2006. |
TITLE
COMMON STOCK, $5.00 PAR VALUE
|
OUTSTANDING
2,613,570 |
|
|
|
SECURITY CAPITAL CORPORATION
THIRD QUARTER
2006 INTERIM FINANCIAL STATEMENTS
TABLE OF CONTENTS
|
|
PART I – FINANCIAL INFORMATION |
ITEM NO. 1. FINANCIAL STATEMENTS |
Back to Table of Contents |
SECURITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts presented in thousands)
| |
(Unaudited)
Sep. 30, 2006 |
Dec. 31,
2005 |
|
ASSETS |
| Cash and due from banks |
$
16,133 |
$
19,138 |
| Interest-bearing deposits
with banks |
435 |
539 |
|
Total cash and cash equivalents |
16,568 |
19,677 |
Federal funds sold |
8,000 |
0 |
| Term deposits with other
banks |
392 |
392 |
| Securities
available-for-sale |
67,719 |
78,949 |
| Securities held-to-maturity,
estimated fair value of |
7,850 |
2,047 |
| $8,115 in 2006 and $2,063 in
2005 |
|
| Securities, other |
2,228 |
1,456 |
|
Total securities |
77,797 |
82,452 |
Loans, less allowance for loan losses of $4,440
in 2006 and $3,899 in 2005 |
319,881 |
294,046 |
| Interest receivable |
4,885 |
4,015 |
| Premises and equipment |
21,941 |
18,706 |
| Intangible assets |
3,874 |
3,874 |
| Cash surrender value of life
insurance |
5,827 |
5,670 |
| Other assets |
6,159 |
7,044 |
Total Assets
|
$ 465,324
|
$ 435,876
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
Liabilities:
Noninterest-bearing deposits |
$
60,860 |
$
63,082 |
|
Time deposits of $100,000 or more |
76,043 |
59,438 |
|
Other interest-bearing deposits |
235,721 |
232,246 |
|
Total deposits |
372,624 |
354,766 |
Interest payable |
1,643 |
1,038 |
|
Federal Funds Purchased |
0 |
15,000
|
|
Borrowed funds |
34,510 |
14,096 |
|
Other liabilities |
3,817 |
3,789 |
|
Total Liabilities |
412,594 |
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 |
31,461 |
31,380 |
| Retained Earnings |
8,525 |
3,003 |
| Accumulated other comprehensive income |
(323) |
(255) |
| Treasury stock, at par, 9,308 shares and
11,058 shares in 2006 and 2005, respectively |
(47) |
(55) |
| Total Shareholders'
equity: |
52,730 |
47,187 |
Total Liabilities and Shareholders' Equity |
$ 465,324 |
$ 435,876 |
|
|
| |
Back to Table of Contents |
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months
ended September 30, |
|
(Unaudited)
For the nine months
ended September 30, |
|
2006 |
2005 |
|
2006 |
2005 |
| INTEREST INCOME |
|
|
|
|
|
| Interest and fees on loans |
$
7,211 |
$
5,588 |
|
$
20,092 |
$
14,721 |
| Interest and dividends on
securities |
823
|
883
|
|
2,484
|
2,795
|
| Federal funds sold |
5
|
-
|
|
47
|
97
|
| Other |
42 |
22 |
|
149 |
118 |
|
Total interest income |
8,081
|
6,493
|
|
22,772
|
17,731
|
INTEREST EXPENSE |
|
|
|
|
|
| Interest on deposits |
2,744
|
1,637
|
|
7,286
|
4,307
|
| Interest on borrowings |
382
|
184
|
|
725
|
386
|
| Interest on federal funds
purchased |
72 |
72 |
|
175 |
82 |
|
Total interest expense |
3,198
|
1,893
|
|
8,186
|
4,775
|
Net Interest Income |
4,883
|
4,600
|
|
14,586
|
12,956
|
| Provision for loan losses |
241 |
465 |
|
724 |
835 |
| Net
interest income after provision for loan losses |
4,642
|
4,135
|
|
13,862
|
12,121
|
OTHER INCOME |
|
|
|
|
|
| Service charges on deposit
accounts |
1,159
|
1,163
|
|
3,396
|
3,179
|
| Trust Department income |
271
|
210
|
|
772
|
727
|
| Securities net gain |
28
|
-
|
|
21
|
-
|
| Other income |
275 |
243 |
|
695 |
757 |
|
Total other income |
1,733
|
1,616
|
|
4,884
|
4,663
|
OTHER EXPENSES |
|
|
|
|
|
| Salaries and employee
benefits |
2,370
|
2,159
|
|
6,942
|
6,331
|
| Occupancy expense |
429
|
387
|
|
1,318
|
1,122
|
| Securities net loss |
-
|
16
|
|
-
|
9
|
| Other operating expense |
738 |
779 |
|
2,315
|
2,216
|
|
Total other expenses |
3,537
|
3,341
|
|
10,575
|
9,678
|
INCOME BEFORE PROVISION FOR INCOME TAXES |
2,838 |
2,410 |
|
8,171 |
7,106 |
| PROVISION FOR INCOME TAXES |
926
|
754
|
|
2,650
|
2,004
|
|
NET INCOME |
$ 1,912 |
$ 1,656 |
|
$ 5,521 |
$ 5,102 |
BASIC NET INCOME PER SHARE |
$ 0.73 |
$ 0.63 |
|
$ 2.11 |
$ 1.95 |
|
|
| |
Back to Table of Contents |
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months
ended September 30, |
|
Unaudited)
For the nine months
ended September 30, |
| |
2006 |
2005 |
|
2006 |
2005 |
| Net
income |
$ 1,912 |
$ 1,656 |
|
$ 5,521 |
$ 5,102 |
Other comprehensive income, net of tax:
Unrealized
holding gains/(losses) |
563 |
(68) |
|
(68) |
(224) |
| Comprehensive income
|
$ 1,281 |
$ 2,140 |
|
$ 2,978 |
$ 3,295 |
|
|
| |
Back to Table of Contents |
SECURITY CAPITAL
CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts presented in thousands)
| |
(Unaudited)
Nine months ended
September 30, |
| 2006 |
2005 |
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| NET INCOME |
$ 5,521 |
$ 5,102 |
| Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
| Provision for loan losses |
724 |
835 |
| Amortization of premiums and discounts on
securities, net |
223 |
487 |
| Depreciation and amortization |
709 |
608 |
| FHLB stock dividend |
(45) |
(27) |
| Loss (gain)on sale of securities |
(21) |
9 |
| Loss (gain) on sale/disposal of other
assets |
(58) |
(29) |
| Changes in: |
|
|
| Interest receivable |
(870) |
(601) |
| Other assets |
221 |
(2,939) |
| Interest payable |
605 |
(155) |
| Other liabilities |
28
|
1,960 |
| Net cash
provided by operating activities |
7,037 |
5,250 |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
| Increase in loans |
(26,559) |
(57,300) |
| Purchase of securities available for sale |
(1,574) |
(19,098) |
| Purchase of securities held to maturity |
(5,804) |
- |
| Purchase of equity securities |
(727) |
| Proceeds of maturities and calls of securities available for sale |
12,495 |
29,003 |
| Additions to premises and equipment |
(3,789) |
(4,010) |
| Proceeds of sale of other assets |
608 |
173 |
| Increase in life insurance |
(157) |
(2,142) |
| Changes in: |
|
|
| Federal funds sold |
(8,000) |
14,000 |
| Net cash used
in investing activities |
(33,507) |
(39,374) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
| Changes in: |
|
|
| Deposits |
17,858 |
17,530 |
| Federal Funds purchased |
(15,000) |
10,000 |
| Reissuance of treasury stock |
89 |
83 |
| Repayment of debt |
(13,538) |
(6,549) |
| Proceeds from issuance of debt |
33,952 |
16,578 |
| Net cash
provided by financing activities |
23,361 |
37,642 |
Net increase (decrease) in cash and cash equivalents |
(3,109) |
3,518 |
| Cash and cash equivalents at beginning of year |
19,677 |
16,088 |
| Cash and cash equivalents at end of period |
$ 16,568 |
$ 19,606 |
|
|
| |
Back to Table of Contents |
|
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
nine months ended September 30, 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 was completed in July
on a new facility for the Robinsonville banking location. The
facility for a new full-service branch on the corner of Goodman Road
and Pleasant Hill Road in Desoto County was ready for occupancy at
the end of September of 2006. Each of the newly constructed
buildings represents state of the art facilities and will meet the
needs of the staff and the level of customer activity. To better
serve the customers in the northern Panola County, an additional
location in Sardis is being made ready for an opening in October of
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.
|
Basic Per Share |
Net Income (Numerator) |
Shares (Denominator) |
Per Share Data |
| For the Three Months Ended
September
30, 2006 |
$ 1,912,766 |
2,612,678 |
$ 0.73 |
| For the Nine Months Ended
September
30, 2006 |
$ 5,521,639 |
2,612,307 |
$ 2.11 |
As restated for stock dividend: |
| For the
Three Months Ended September 30, 2005 |
$ 1,656,480 |
2,611,587 |
$ 0.63 |
| For the
Nine Months Ended September 30, 2005 |
$ 5,102,174 |
2,610,959 |
$ 1.95 |
|
|
ITEM NO. 2
MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
|
Back to Table of Contents |
|
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
September 30, 2006, First Security Bank had approximately $463.3
million in assets compared to $433.0 million at September 30, 2005.
Loans increased to $329.4 million at September 30, 2006 from $293.9
million at September 30, 2005. Deposits increased by $21.5 million
from September 30, 2005 to September 30, 2006 for a total of $372.6
million. For the nine months ended September 30, 2006 and September
30, 2005, the Bank reported income of approximately $5,687,000 and
$5,208,000, respectively.
CHANGES IN FINANCIAL CONDITION The cash
and due from banks of $16.6 million at September 30, 2006 reflected
a decrease of $3.1 million 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 $381.8 million and at
September 30, 2006 were $409.1 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 $21.9 million at September 30,
2006. Available-for-sale securities decreased from $78.9 million at
December 31, 2005 to $67.7 million at September 30, 2006. Other
assets decreased to $6.1 million at September 30, 2006 from $7.0
million at December 31, 2005.
Deposit liabilities at September 30, 2006 reflected a 5.0% growth or
a $17.9 million increase for the first nine months in 2006. The rise
in deposits decreases the amount of long-term borrowings and
short-term borrowings needed for funding investments in loans and
facilities. Short-term borrowings provide a tool in providing the
funding for unforeseen deposit withdrawals and seasonal loan
demands. At September 30, 2006, the short-term funding was composed
of a $20 million advance from the Federal Home Loan Bank. The
federal funds purchased at December 31, 2005 of $15 million had been
returned. The advance from the Federal Home Loan Bank was required
due to the loan demand growth exceeding the growth in deposits.
The net unrealized loss on available-for-sale securities reflected
in the shareholders' equity section on December 31, 2005 and on
September 30, 2006 was $255 thousand and $323 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
$224 thousand for the nine months ending September 30, 2005 and a
decrease of $68 thousand for the nine months ending September 30,
2006.
The consolidated statements of cash flows summarize the changes in
the financial condition of the Company. The most prevalent of the
changes for the nine months ending September 30, 2006 are: an
increase of $26.6 million in loans; a net decrease in
available-for-sale and held-to-maturity securities of $5.1 million
resulting from purchases of $7.4 million offset by an approximate
$12.5 million in maturities and sales; an increase in the investment
in premises and equipment of $3.8 million; an increase of $17.9
million in deposits; an increase of $20 million in short-term
borrowing from the Federal Home Loan Bank; 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 5.72%; Agricultural 3.12%; Real
Estate 81.78%; Consumer 8.98% and Other .40%. The major components
of the real estate loans are 36.92% for construction and land
development property, 20.47% for first liens on 1-4 family
residential property and 33.84% for nonfarm and nonresidential
property.
At September 30, 2006, the subsidiary bank had loans past due as
follows:
| |
(in thousands) |
| Past due 30 days through 89 days
|
$ 5,576 |
| Past due 90
days or more and still accruing |
$ 1,213 |
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. The nonaccrual loans at September 30,
2006 totaled $794 thousand. Any other real estate owned is carried
at lower of cost or current appraised value less cost to dispose.
Other real estate at September 30, 2006 totaled $626 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 September 30, 2006.
For the nine months ended September 30, 2006, the Company
experienced $642 thousand in charge-offs of loans and $459 thousand
in recoveries of loans for a net decrease effect to the Allowance
for Loan Losses of $183 thousand. The net charge-offs, annualized,
represent .02% of average loans. Of the $642 thousand charge to the
Allowance for Loan Losses, the breakdown is 1.56% for commercial and
industrial loans, .47% for credit card loans, 4.05% for 1-4 family
residential loans, 1.71% for construction and land development
loans, and 91.74% for consumer loans. Consumer loan collections of
$437 thousand represent the major component of the $459 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. The asset
and liability reports for September 30, 2006 substantiates that the
Company remains in a neutral position to changes in rates. 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.
Projections for the next twelve months are for a net interest margin
of 4.97%, a return on assets of 1.81%, and a return on equity of
15.56%. The net income for twelve months ending September 30, 2007
is projected to be $21.1 million – which represents a yield on
earning assets of 7.80% and a liability cost of 3.46%.
At September 30, 2006, the regulatory liquidity ratio of 18.1% is
well within the policy requirement of a minimum liquidity ratio of
15%. The earnings at risk and the economic value of equity ratios
reflected compliance with the policy limits of -10.0% and -30.0%,
respectively. With a policy limitation of 20%, the volatile
dependency ratio of 18.4% reflected an improvement from the prior
quarter which exposed the effect of the short-term borrowings of
federal funds and advances from the Federal Home Loan Bank.
At September 30, 2006, the tools to meet these needs are the secured
and unsecured lines of credit with the correspondent banks totaling
$40.5 million (to borrow federal funds) and the line of credit with
the Federal Home Loan Bank that exceeded $98 million. At September
30, 2006, the Company had available (unused) line of credit of
approximately $65 million.
CAPITAL RESOURCES Total consolidated
equity capital at September 30, 2006 was $52.7 million or
approximately 11.33% 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
September 30, 2006 as reflected below:
| Risk-Based Capital Ratio
|
Corporation Ratio |
Bank Ratio |
Requirements |
| Total Capital
|
14.97% |
14.50% |
8% |
| Tier 1 Capital
|
13.73% |
13.25% |
4% |
| Leverage Capital |
10.89% |
10.49% |
3% |
RESULTS OF OPERATIONS - QUARTERLY The
consolidated net income for the Company for the three months ending
September 30, 2006 was $1.91 million which reflected an increase of
$256 thousand or 15.46% from the same period in 2005.
Interest income increased to $8.1 million for the three months
ending September 30, 2006 which was a $1.6 million increase from the
$6.5 million for the three months ending September 30, 2005. Other
Income for the three months ending September 30, 2006 totaled $1.7
million which was a $117 thousand increase from the three months
ending September 30, 2005.
Interest expense reflects an increase of $1.3 million to $3.2
million for the three months ending September 30, 2006 from $1.9
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. Other expenses, consisting
primarily of salaries, employee benefits and occupancy expense, for
the three months ending September 30, 2006 reveal an increase of
$196 thousand from the same period in 2005.
The provision for loan losses for 2005 and for 2006 for three months
ending September 30 reflected $465 thousand and $241 thousand,
respectively. The analysis of the loan portfolio and the Allowance
for Loan Losses in 2005 required an increase which was not needed in
2006.
RESULTS OF OPERATIONS - YEAR TO DATE The
consolidated net income for the Company for the nine months ending
September 30, 2006 was $5.5 million which reflected an increase of
$419 thousand or 8.21% from the same period in 2005. The increase
signifies the continued growth of the Company.
Interest income increased to $22.7 million for the nine months
ending September 30, 2006 indicating an increase of $5.0 million
from the $17.7 million for the nine months ending September 30,
2006. The increase in interest income signifies an increase in the
pricing of the loan products.
Interest expense reflects an increase of $3.4 million to $8.2
million for the nine months ending September 30, 2006 from $4.8
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 decrease in the provision for loan losses of $111 thousand
reflects a proactive approach in 2005 in the evaluation of the
quality of the loan portfolio and the quarterly analysis of the
Allowance for Loan Losses.
Noninterest income for the nine months ending September 30, 2006 was
$4.9 million which is an increase from the $4.6 million for the same
period in 2005, reflecting an increase of $221 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 the nine months ended September 30,
2006 and September 30, 2005, totaled $3.4 million and $3.2 million,
respectively.
Other expenses, consisting primarily of salaries, employee benefits
and occupancy expense, for the nine months ending September 30, 2006
reveal an increase of $897 thousand or 9.27% from the same period in
2005. Salaries and employee benefits of $6.9 million for the nine
months ended September 30, 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 $2.7 million for the nine months ended
September 30, 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 nine months ending September, 2006
is 4.40%. The return on equity for the nine month period ending
September 30, 2006 is 14.71%. For the nine months ended September
30, 2006, the return on assets is reflected at 1.62%. These ratios,
reflecting the financial status of the company, are consistent with
the ratios for prior reporting periods.
RECENT ACCOUNTING PRONOUNCEMENTS
The following accounting standards, issued during the quarter
ending September 30, 2006, have been considered:
Financial Accounting Standards Board Statement (FASB) No. 158,
Employers' Accounting for Defined Benefit Pension and Other
Retirement Plans; FASB No. 157, Fair Value Measurements; FASB No.
48, Accounting for Uncertainty in Income Taxes; FASB Staff Position
AUG AIR-1, Accounting for Planned Major Maintenance Activities; FASB
Staff Position FAS 13-2, Accounting for a Change or Projecting
Change in the Timing of Cash Flows Relating to Income Taxes
Generated by a Leveraged Lease Transaction; Emerging Issues Task
Force (EITF) No. 06-1, Accounting for Consideration Given by a
Service Provider to Manufacturers or Resellers of Equipment
Necessary for an End-Customer to Receive Service from the Service
Provider; EITF Issue No. 06-4, Accounting for Deferred Compensation
and Postretirement Benefit Aspects of Endorsement Split-Dollar Life
Insurance Arrangements; and EITF Issue No. 06-5, Accounting for
Purchases of Life Insurance-Determining the Amount That Could Be
Realized in Accordance with FASB Technical Bulletin No. 85-4,
Accounting for Purchases of Life Insurance.
These standards have not been adopted. If the standards were
adopted, they would have no effect on the financial statements with
the exception of EITF Issue No. 06-4 and EITF Issue No. 06-5.
Research is in process for the proper application of these issues
and the determination of the degree of effect on the financial
statements. |
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ITEM NO. 3
QUANTITATIVE AND QUALITATIVE DISCLOSURE
ABOUT MARKET RISK
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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.
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ITEM NO. 4
CONTROLS AND PROCEDURES
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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.
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PART II -- OTHER INFORMATION |
ITEM 1.
LEGAL PROCEEDINGS |
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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.
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ITEM 2.
CHANGES IN SECURITIES |
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None
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ITEM 3.
DEFAULT UPON SENIOR SECURITIES |
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None
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ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
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None
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ITEM 5.
OTHER INFORMATION HOLDERS |
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None
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ITEM 6.
EXHIBITS AND
REPORTS ON FORM 8-K |
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(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.
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(b) |
The Company did not file any reports on
Form 8-K during the quarter ended September 30, 2006.
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SIGNATURES
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| 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: |
November 14, 2006 |
DATE: |
November 14, 2006
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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:
- I have reviewed this Form 10Q of Security Capital
Corporation;
- 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;
- 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;
- 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:
- 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;
- 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
- 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
- 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):
- 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
- 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: November 14, 2006
BY /s/ Frank West
Name: Frank West
Title: Chief Executive Officer
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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:
- I have reviewed this Form 10Q of Security Capital
Corporation;
- 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;
- 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;
- 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:
- 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;
- 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
- 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
- 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):
- 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
- 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: November 14, 2006
BY /s/ Connie Woods
Hawkins
Name: Connie Woods Hawkins
Title: Executive Vice President, Cashier, and
Chief Financial Officer
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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 September 30, 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:
- the Report fully complies with the requirements of Section
13 (a) or 15 (d) of the Securities Exchange Act of 1934, as
amended; and
- 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: November 14, 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 September 30, 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:
- the Report fully complies with the requirements of Section
13 (a) or 15 (d) of the Securities Exchange Act of 1934, as
amended; and
- 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: November 14, 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.
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