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


SECURITY CAPITAL CORPORATION
SECOND QUARTER 2006 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
    

PART I.
    
FINANCIAL INFORMATION
    
     Item 1. Consolidated Financial Statements

Consolidated Statements of Condition
June 30, 2007 and December 31, 2006

Consolidated Statements of Income
Three months and six months ended June 30, 2007 and 2006

Consolidated Statements of Comprehensive Income
Three months and six months ended June 30, 2007 and 2006

Consolidated Statements of Cash Flows
Six months ended June 30, 2007 and 2006

Notes to Consolidated Financial Statements
    

     Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operation
    
     Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
     Item 4. Controls and Procedures
    
PART II. OTHER INFORMATION
    
     Item 1. Legal Proceedings
    
     Item 2. Changes in Securities
    
     Item 3. Defaults upon Senior Securities
    
     Item 4. Submission of Matters to a Vote of Security Holders
    
     Item 5. Other Information
    
     Item 6. Exhibits and Reports on Form 8-K
    


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.
 


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.


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 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 2. CHANGES IN SECURITIES
Not Applicable


ITEM 3. DEFAULT UPON SENIOR SECURITIES
Not Applicable
    


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


ITEM 5. OTHER INFORMATION
Not Applicable
    


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 June 30, 2007.
    

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:

  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:
  1. 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;
     
  2. 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
     
  3. 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
  1. 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):
  1. 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
     
  2. 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

 

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 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:
  1. 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;
     
  2. 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
     
  3. 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
  1. 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):
  1. 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
     
  2. 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

 

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:

  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: 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:

  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: 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.