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|
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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:
JUNE 30, 2007 |
| 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 [ X ]
NON-ACCELERATED FILER [ ]
|
|
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 JUNE 30, 2007. |
|
TITLE |
OUTSTANDING |
|
COMMON STOCK, $5.00 PAR VALUE
|
2,745,020 |
|
|
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SECURITY CAPITAL CORPORATION SECOND 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)
June 30, 2007 |
Dec.
31, 2006 |
|
ASSETS |
| Cash and due from banks |
$
17,204 |
$
23,073 |
| Interest-bearing
deposits with banks |
4,855 |
374 |
|
Total cash and cash equivalents |
22,059 |
23,447 |
Federal funds sold |
9,600 |
0 |
| Term deposits with other
banks |
198 |
198 |
| Securities
available-for-sale |
61,207 |
61,028 |
| Securities
held-to-maturity, estimated fair value of $7,510 in 2007
and $8,150 in 2006 |
7,397 |
7,850 |
| Securities, other |
1,789 |
2,250 |
|
Total securities |
70,393 |
71,128 |
Loans, less allowance for loan losses of $4,601 in 2007
and $4,334 in 2006 |
342,995 |
322,324 |
| Interest receivable |
5,474 |
5,091 |
| Premises and equipment |
21,898 |
21,969 |
| Intangible assets |
3,874 |
3,874 |
| Cash surrender value of
life insurance |
5,970 |
5,869 |
| Other assets |
4,209 |
4,429 |
Total Assets
|
$
486,670
|
$
458,329
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY |
| Liabilities: |
|
|
|
Noninterest-bearing deposits |
$
54,863 |
$
59,380 |
|
Time deposits of $100,000 or more |
92,530 |
77,169 |
|
Other interest-bearing deposits |
255,365 |
230,150 |
|
Total deposits |
402,758 |
366,699 |
Interest payable |
1,832 |
1,591 |
|
Federal Funds Purchased |
0 |
8,000 |
|
Borrowed funds |
24,868 |
27,380 |
|
Other liabilities |
2,328 |
2,675 |
|
Total Liabilities |
431,786 |
406,345 |
Shareholders' equity: |
|
|
|
Common stock - $5 par value, 5,000,000 shares
authorized,
2,753,557 shares issued in 2007 and 2006 |
13,768 |
13,768 |
| Surplus |
35,696 |
35,654 |
| Retained Earnings |
6,062 |
2,651 |
| Accumulated other
comprehensive income |
(599) |
(41) |
| Treasury stock, at par,
8,537 shares and 9,487 shares in 2007 and 2006,
respectively |
(43) |
(48) |
|
Total Shareholders' Equity |
54,884 |
51,984 |
Total Liabilities and Shareholders' Equity |
$486,370 |
$458,329 |
|
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months ended June 30, |
|
(Unaudited)
For the six months ended June 30, |
| |
2007 |
2006 |
|
2007 |
2006 |
| INTEREST
INCOME |
| Interest and
fees on loans |
$
7,685 |
$
6,786 |
|
$
14,884 |
$
12,881 |
| Interest and
dividends on securities |
900 |
842
|
|
1,696 |
1,661
|
| Federal
funds sold |
36 |
8
|
|
97 |
42
|
| Other |
24 |
49 |
|
115 |
107 |
|
Total interest income |
8,645 |
7,685
|
|
14,792
|
14,691
|
INTEREST EXPENSE |
| Interest on
deposits |
3,157 |
2,406
|
|
6,091
|
4,542
|
| Interest on
borrowings |
330 |
184
|
|
616 |
343
|
| Interest on
federal funds purchased |
26 |
79
|
|
48 |
103
|
|
Total interest expense |
3,513
|
2,669
|
|
6,755 |
4,988
|
Net Interest Income |
5,132
|
5,016
|
|
10,037
|
9,703
|
| Provision
for loan losses |
161 |
242
|
|
434 |
483
|
|
Net interest income after provision for loan
losses |
4,971 |
4,774
|
|
9,603 |
9,220
|
OTHER INCOME |
| Service
charges on deposit accounts |
1,297
|
1,125
|
|
2,559 |
2,237
|
| Trust
Department income |
228 |
243
|
|
499 |
501
|
| Securities
net gain |
- |
6
|
|
- |
(7) |
| Impairment
loss on securities |
- |
|
|
(448) |
- |
| Other income |
249 |
193
|
|
487 |
420
|
|
Total other income |
1,774
|
1,567
|
|
3,097 |
3,151
|
OTHER EXPENSES |
| Salaries and
employee benefits |
2,578
|
2,298
|
|
5,079 |
4,572
|
| Occupancy
expense |
621
|
468
|
|
1,213 |
889
|
| Other
operating expense |
819
|
821
|
|
1,465 |
1,577 |
|
Total other expenses |
4,018 |
3,587
|
|
7,757 |
7,045
|
INCOME BEFORE PROVISION FOR INCOME TAXES |
2,727
|
2,754
|
|
4,943 |
5,333
|
| PROVISION
FOR INCOME TAXES |
831 |
927
|
|
1,531
|
1,724
|
|
NET INCOME |
$ 1,896 |
$ 1,827 |
|
$ 3,412 |
$ 3,609 |
BASIC NET INCOME PER SHARE |
$ 0.69 |
$ 0.67 |
|
$ 1.24 |
$ 1.32 |
|
SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar amounts presented in thousands)
| |
(Unaudited)
For the three months
ended June 30, |
|
Unaudited)
For the six months
ended June 30, |
| |
2007 |
2006 |
|
2007 |
2006 |
| Net
income |
$ 1,896 |
$ 1,827 |
|
$ 3,412 |
$ 3,609 |
| Other comprehensive income, net of tax: |
|
|
|
|
|
| Unrealized
holding gains/(losses) |
(761) |
(546) |
|
(830) |
(631) |
| Comprehensive income
|
$ 1,135 |
$ 1,281 |
|
$ 2,582 |
$ 2,978 |
|
SECURITY CAPITAL
CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts presented in thousands)
| |
(Unaudited)
Six months ended June 30, |
| |
2007 |
2006 |
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
| NET INCOME |
$ 3,609
|
$ 3,609
|
| Adjustments to reconcile net income to
net cash provided by operating activities: |
|
|
| Provision for
loan losses |
483
|
483
|
| Amortization of
premiums and discounts on securities, net |
162
|
162
|
| Depreciation
and amortization |
477
|
477
|
| FHLB stock
dividend |
(29) |
(29) |
| Loss (gain)on
sale of securities |
(7) |
(7) |
| Loss (gain) on
sale/disposal of other assets |
(36) |
(36) |
Changes in: |
|
|
| Interest
receivable |
(380) |
(380) |
| Other assets |
(6,597) |
(6,611) |
| Interest
payable |
289
|
289
|
| Other
liabilities |
(1,124) |
(1,124) |
|
Net cash provided by operating activities |
(3,153)
|
(3,248)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
| Increase in loans |
(20,658) |
(20,658) |
| Purchase of securities available for
sale |
(6,500) |
(6,500) |
| Proceeds of maturities and calls of
securities available for sale |
9,866
|
9,866
|
| Proceeds of maturities and calls of
securities held to maturity |
|
- |
| Additions to premises and equipment |
2,660
|
2,660
|
| Proceeds of sale of other assets |
510
|
510
|
| Changes in: |
|
|
| Federal funds
sold |
(9,600) |
--- |
|
Net cash used in investing activities |
(31,522) |
(14,217) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
| Changes in: |
|
|
| Deposits |
36,059 |
6,871
|
| Federal Funds
purchased |
(8,000) |
(3,000) |
| Reissuance of treasury stock |
46
|
30
|
| Repayment of debt |
(32,026) |
(1,388) |
| Proceeds from issuance of debt |
29,515 |
12,712 |
|
Net cash provided by financing activities |
25,594
|
15,225
|
Net increase (decrease) in cash and cash equivalents |
(1,388)
|
(2,145)
|
| Cash and cash equivalents at beginning
of year |
23,447 |
19,677 |
| Cash and cash equivalents at end of
period |
$ 22,059 |
$ 17,532 |
| Cash paid during the period for: |
|
|
| Interest |
6,514 |
4,699 |
| Income Taxes |
1,588 |
1,821 |
|
|
|
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
six months ended June 30, 2007, are not necessarily indicative of
the results that may be expected for the year ending December 31,
2007. For
further information, please refer to the Company's Form 10-K filed
March 16, 2007, which includes the consolidated financial statements
and footnotes for the year ended December 31, 2006.
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 (the "Bank" or the "subsidiary 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
of 2006 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 opened 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 its initial registration statement, 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 the 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 June
30, 2007 |
$ 1,895,173 |
2,744,762 |
$ 0.69
|
| For the Six Months Ended June 30, 2007 |
$ 3,411,607 |
2,744,506 |
$ 1.24 |
As restated for stock dividend: |
| For the
Three Months Ended June 30, 2005 |
$ 1,826,550 |
2,742,950 |
$ 0.67 |
| For the
Six Months Ended June 30, 2005 |
$ 3,608,873 |
2,742,797 |
$ 1.32 |
|
NOTE D – RECLASSIFICATION
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 the 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.
|
ITEM NO. 1A RISK
FACTORS
There are no material changes to the Company's risk
factors from what was previously disclosed in the Annual Report on
Form 10-K for the year ended December 31, 2006.
|
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
June 30, 2007, First Security Bank had approximately $485.6 million
in assets compared to $451.2 million at June 30, 2006. Loans
increased to $344.7 million at June 30, 2007, from $323.3 million at
June 30, 2006. Deposits increased by $41.3 million from June 30,
2006 to June 30, 2007, for a total of $402.9 million. For the six
months ended June 30, 2007, and June 30, 2006, the Bank reported
income of approximately $3,501,945 and $3,711,011 respectively.
CHANGES IN FINANCIAL CONDITION
The cash and cash equivalents of $22.1 million at June 30, 2007,
reflected a decrease of $1.3 million from the cash position of $23.4
million at December 31, 2006. This decrease 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, 2006, were $404.6 million and at
June 30, 2007, were $437.3 million. The increase is attributable
mainly to the growth in the loan portfolio. The premises and
equipment, net of the accumulated depreciation, at December 31,
2006, and at June 30, 2007, totaled approximately $22.0 million –
reflecting a decrease of $71 thousand for the first six months in
2007 due to disposals and depreciation offsetting purchases.
Investment securities decreased from $71.1 million at December 31,
2006, to $70.4 million at June 30, 2007. Other assets decreased to
$4.2 million at June 30, 2007, from $4.4 million at December 31,
2006.
Deposit liabilities at June 30, 2007, reflected a 9.8% growth or a
$36.1 million increase for the first six months in 2007. The rise in
deposits, which is largely attributable to a normal seasonal
increase in public funds, 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. The short-term funding was eliminated during
the first six months in 2007 with the payment of $28 million to the
Federal Home Loan Bank. Federal funds purchased at December 31,
2006, of $8 million have been repaid.
The net unrealized gain on available-for-sale securities reflected
in accumulated other comprehensive income (loss) in shareholders'
equity at December 31, 2006, was $41 thousand. At June 30, 2007,
accumulated other comprehensive income (loss) reflected a net
unrealized loss on available-for-sale securities of $599 thousand.
The change over these reporting periods reflects the volatile nature
of the market. The changes in the market affected accumulated other
comprehensive income (loss) with a net decrease of $830 thousand for
the six months ended June 30, 2007 and a decrease of $631 thousand
for the six months ended June 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 six months ended June 30, 2007, are: an increase of
$20.9 million in loans; purchases of securities of $25.4 million
offset by an approximate $24.1 million in maturities and sales; an
increase of $36.1 million in deposits; a net decrease of $2.5
million in Federal Home Loan Bank advances attributable to
repayments of $32.0 million offset by advances of $29.5 million; and
a decrease of $8 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 5.85%; Agricultural
2.75%; Real Estate 83.31%; Consumer 7.65% and Other .44%. The major
components of the real estate loans are 43.71% for construction and
land development property, 22.18% for first liens on 1-4 family
residential property and 29.18% for nonfarm and nonresidential
property.
At June 30, 2007, the subsidiary Bank had loans past due as
follows:
| |
(in thousands) |
| Past due 30 days through 89 days
|
$ 5,546 |
| Past due 90
days or more and still accruing |
$ 1,080 |
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 non-accrual loans at
June 30, 2007 totaled $801 thousand. Any other real estate owned is
carried at lower of cost or current appraised value less cost to
dispose. Other real estate at June 30, 2007, totaled $97 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 June 30, 2007.
For the six months ended June 30, 2007, the Company experienced $535
thousand in charge-offs of loans and $368 thousand in recoveries of
loans for a net decrease effect to the Allowance for Loan Losses of
$167 thousand. The net charge-offs represent .05% of average loans.
Of the $535 thousand charge to the Allowance for Loan Losses, the
breakdown is 4.11% for 1-4 family residential loans and 92.34% for
consumer loans. Consumer loan collections of $346 thousand represent
the major component of the $368 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 June 30, 2007, 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 invest in 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.
The financial status at June 30, 2007, reflects a net interest
margin of 4.27%, a return on average assets of 1.48%, and a return
on equity of 13.59%. These ratios are consistent with prior periods
and represent the continuing effort of management in managing the
rates and the funding. At June 30, 2007, the regulatory liquidity
ratio of 18.07% and the volatile dependency ratio of 17.30% are well
within the policy requirement of a minimum liquidity ratio of 15%
and 20%, respectively. In addition, the core deposits represent
63.35% of total assets and temporary investments represent 4.59% of
total assets and volatile liabilities represent 21.09% of total
assets.
At June 30, 2007, 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 $136 million. At June 30,
2007, the Company had available (unused) line of credit of
approximately $112.7 million.
CAPITAL RESOURCES Total consolidated
equity capital at June 30, 2007, was $54.9 million or approximately
11.28% 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 June
30, 2007, as reflected below:
| Risk-Based Capital Ratio
|
Corporation Ratio |
Bank Ratio |
Requirements |
| Total Capital
|
14.67% |
14.40% |
8% |
| Tier 1 Capital
|
13.46% |
13.17% |
4% |
| Leverage Capital |
10.81% |
10.66% |
3% |
RESULTS OF OPERATIONS - QUARTERLY The
consolidated net income for the Company for the three months ended
June 30, 2007, was $1.9 million which reflected an increase of $69
thousand or a 3.78% increase from the same period in 2006.
Interest income increased to $8.6 million for the three months ended
June 30, 2007 which was a $960 thousand increase from the $7.7
million for the three months ended June 30, 2006. Other Income for
the three months ended June 30, 2007, was $1.8 million reflecting a
$207 thousand increase from the three months ended June 30, 2006.
Interest expense reflects an increase of $844 thousand to $3.5
million for the three months ended June 30, 2007, from $2.7 million
for the same period in 2006. 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 ended June 30, 2007, reveal an increase of $431 thousand from
the same period in 2006.
A decrease of $81 thousand in the provision for loan losses was
brought about by the Loan Loss Reserve analysis that measures
inherent risk in the loan portfolio on a loan by loan basis. The
aforementioned analysis revealed that the Loan Loss Reserve was over
funded and an entry was made to reverse the over-funded balance
against the provision for loan losses.
RESULTS OF OPERATIONS - YEAR TO DATE The
consolidated net income for the Company for the six months ended
June 30, 2007, was $3.4 million which reflects a decrease of $197
thousand in consolidated net income for the same period in 2006.
This decrease is chiefly attributable to the loss recognition of
$273 thousand in the restated quarter ended March 31, 2007, for the
other-than-temporary impairment on available-for-sale securities,
net of allocated tax benefit.
Interest income increased to $16.8 million for the six months ended
June 30, 2007, indicating an increase of $2.1 million from the $14.7
million for the six months ended June 30, 2006. The increase in
interest income signifies an increase in the pricing of the loan
products.
Interest expense reflects an increase of $1.8 million to $6.8
million for the six months ended June 30, 2007, from $5.0 million
for the same period in 2006. The increase in interest expense can be
attributed to the continued competitive pricing of the deposit
accounts to attract new customers and maintain existing customers.
The decrease in the provision for loan losses of $49 thousand is
attributed to the evaluation of the quality of the loan portfolio
and the quarterly analysis of the Allowance for Loan Losses which
determines the requirements for and the adequacy of the provision.
Non-interest income for the six months ended June 30, 2007, was $3.1
million which is a decrease of $61 thousand from the income for the
same period in 2006. The main component of the decrease in the
non-routine income in 2007 is attributable to the recognition of the
loss of $448 thousand in the restated quarter ended March 31, 2007,
for the other-than-temporary impairment of securities. The service
charges on deposit accounts, for the six months ended June 30, 2007,
and June 30, 2006, totaled $2.6 million and $2.2 million,
respectively.
Other expenses, consisting primarily of salaries, employee benefits
and occupancy expense, for the six months ended June 30, 2007,
reveal an increase of $712 thousand or 10.11% from the same period
in 2006. Salaries and employee benefits of $5.1 million for the six
months ended June 30, 2007, 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 $1.5 million for the six months ended June 30,
2007, reflects a decrease of $193 thousand from the same period in
2006. The decrease is indicative of the reduced tax provision
related to the decrease in the income for 2007, chiefly resulting
from the $448 thousand loss in the other-than-temporary impairment
of securities, discussed above.
The net interest margin for the six months ended June 30, 2007, is
4.27%. The return on equity for the six month period ended June 30,
2007 is 13.59%. For the six months ended June 30, 2007, the return
on average assets is reflected at 1.48%. 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 recently have been
considered:
Financial Accounting Standards Board Statement (FASB) No.
159, Fair Value Option for Financial Assets and Financial
Liabilities; 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 No. 156, Accounting for Servicing of
Financial Assets; FASB No. 155, Accounting for Certain Hybrid
Financial Instruments; and Staff Accounting Bulletin (SAB) No.
108, Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements.
Of these standards, FASB No. 159, Fair Value Option for
Financial Assets and Financial Liabilities, and FASB No. 157,
Fair Value Measurements, were adopted but due to the adoption
not being substantive with the intent and spirit of FASB No.
159, the identification of selected financial assets and
financial liabilities has been reversed.
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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, 2006, in the Company's Form 10-K and Annual
Report.
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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.
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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 NO. 1A RISK FACTORS
There are no material changes to the Company's risk
factors from what was previously disclosed in the Annual Report
on Form 10-K for the year ended December 31, 2006
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ITEM 2. CHANGES IN SECURITIES Not
Applicable
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ITEM 3. DEFAULT UPON SENIOR SECURITIES Not
Applicable
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation held its Annual Meeting of Shareholders on April
19, 2007, at 10:00 a. m. at the Main Office building of the First
Security Bank, 295 Highway 6 West, Batesville, Mississippi. The
total shares issued of 2,753,557 were reduced by 8,987 shares held
as treasury stock, by 78,625 held by irrevocable trusts in the First
Security Bank Trust Department and by 194,762 shares held by the
First Security Bank Employee Stock Ownership Plan to determine the
shares eligible to vote of 2,471,183. At this meeting, there were
1,665,244 shares or 67% of the Corporation's eligible shares of
common stock represented either in person or by proxy.
An election was held to elect three Class II directors to a
three-year term expiring in 2010. The votes for each nominee were
| Ken Murphree |
1,656,949 |
| Tony Jones |
1,665,142 |
| Ben Barrett Smith |
1,665,142 |
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ITEM 5. OTHER INFORMATION
Not Applicable
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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.
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(b) |
The Company did not file any reports on
Form 8-K during the quarter ended June 30, 2007.
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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: |
August 8, 2007 |
DATE: |
August 8, 2007
|
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.
BY /s/ Frank West
Name: Frank West
Title: Chief Executive Officer
Date: August 8, 2007
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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 control over financial reporting.
BY /s/ Connie Woods
Hawkins
Name: Connie Woods Hawkins
Title: Executive Vice President, Cashier, and
Chief Financial Officer
Date: August 8, 2007
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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 June 30, 2007, 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: August 8, 2007 |
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 June 30, 2007, 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: Executive Vice President, Cashier, and
Chief Financial Officer
Date: August 8, 2007 |
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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