UNITED STATES

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~~March 3031, ~~2011~~2012 -------------------------

o	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	(ZIP CODE)
EXECUTIVE OFFICES)

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, AN 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 EXCHANGE ACT.)

[ ] YES [ X ] NO

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER’S CLASSES OF COMMON STOCK AS OF ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012.

TITLE	OUTSTANDING
COMMON STOCK, $5.00 PAR VALUE	2,883,309

SECURITY CAPITAL CORPORATION

FORM 10-Q

~~THIRD~~FIRST QUARTER ~~2011~~2012 INTERIM FINANCIAL STATEMENTS

TABLE OF CONTENTS
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets
	September 30, 2011 (unaudited) and December 31, 2010
	March 31, 2012 (unaudited) and December 31, 2011
	Consolidated Statements of Income
	Nine months and three months ended September 30, 2011 and 2010 (unaudited)
	Three months ended March 31, 2012 and 2011 (unaudited)
	Consolidated Statements of Comprehensive Income
	Nine months and three months ended September 30, 2011 and 2010 (unaudited)
	Three months ended March 31, 2012 and 2011 (unaudited)
	Consolidated Statements of Cash Flows
	Nine months ended September 30, 2011 and 2010 (unaudited)
	Three months ended March 31, 2012 and 2011 (unaudited)
	Notes to Consolidated Financial Statements (unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures about Market Risk
Item 4.	Controls and Procedures
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings
Item 1A.	Risk Factors
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 1 – FINANCIAL INFORMATION

ITEM NO. 1

CONSOLIDATED FINANCIAL STATEMENTS

SECURITY CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(dollar amounts presented in thousands)
	(Unaudited)
	Sept. 30,			Dec. 31,
	Mar. 31,			Dec. 31,
	2011			2010
	2012			2011
ASSETS
Cash and due from banks	$	2120,~~523~~968		$	1420,~~822~~708
Interest-bearing deposits with banks		61,~~855~~061			~~442~~182
Total cash and cash equivalents		2822,~~378~~029			1520,~~264~~890
Federal funds sold		1931,~~290~~995			3123,~~270~~995
Certificates of deposit with other banks		16,~~538~~074			~~1,778~~826
Securities available-for-sale		127,343			124,447
Securities available-for-sale at fair value		142,516			123,972
Securities held-to-maturity, estimated fair value of		4842,~~341~~829			3347,~~095~~219
$48,436 in 2011 and $32,541 in 2010
$42,853 in 2012 and $47,337 in 2011
Securities, other		1,~~937~~678			1,~~933~~938
Total securities		~~177~~187,~~621~~023			~~159~~173,~~475~~129
Loans, less allowance for loan losses of
$4,128 in 2011 and $4,477 in 2010		235,425			243,287
$3,822 in 2012 and $4,026 in 2011		226,671			228,997
Interest receivable		32,~~395~~706			2,~~902~~805
Premises and equipment		22,~~714~~240			22,~~922~~471
Other real estate		2324,~~949~~521			2023,~~272~~667
Intangible assets		3,874			3,874
Goodwill		3,874			3,874
Cash surrender value of life insurance		6,~~829~~943			6,~~650~~885
Customers' liability acceptances		1,548			1,142
Customers' liability on acceptances		2,785			1,417
Other assets		2,~~791~~343			32,~~646~~366
Total Assets	$	~~527~~539,~~352~~204		$	~~512~~511,~~482~~322
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	8285,~~880~~665		$	7481,~~022~~013
Time deposits of $100,000 or more		7163,~~133~~564			8071,~~885~~091
Other interest-bearing deposits		~~267~~289,~~003~~146			~~253~~256,~~836~~522
Total deposits		~~421~~438,~~016~~375			408,~~743~~626
Interest payable		~~222~~240			~~419~~279
Acceptances outstanding		12,~~548~~785			1,~~142~~417
Borrowed funds		2520,~~252~~098			2624,~~970~~309
Other liabilities		43,~~767~~644			3,~~295~~202
Total Liabilities		~~452~~465,~~805~~142			~~440~~437,~~569~~833
Shareholders' equity:
Preferred stock - $1,000 par value, 25,000 shares
authorized, 17,910 shares issued		17,910			17,742
authorized, 17,910 shares issued in 2012 and 2011		17,910			17,910
Common stock - $5 par value, 10,000,000 shares
authorized, 2,890,811 shares issued		14,454			14,454
authorized, 2,890,811 shares issued in 2012 and 2011		14,454			14,454
Surplus		3840,~~520~~735			40,~~733~~735
Retained earnings (deficit)		~~956~~(1,238)			(21,~~214~~981	)
Accumulated other comprehensive income		2,745			1,236
Accumulated other comprehensive income, net		2,239			2,409
Treasury stock, at par, 7,502 shares in 2011 and
Treasury stock, at par, 7,502 shares issued in 2012 and 2011		(38	)		(38	)
7,602 shares in 2010		(38	)		(38	)
Total Shareholders' Equity		74,062			73,489
Total Shareholders' Equity		74,547			71,913
Total Liabilities and Shareholders' Equity	$	539,204		$	511,322
Total Liabilities and Shareholders' Equity	$	527,352		$	512,482

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts presented in thousands)
	(Unaudited)						~~(Unaudited)~~
	For the three months						~~For the nine months~~
	ended Sept. 30,						ended Sept. 30,
	ended March 31,
	2011			2010			2011			2010
	2012			2011
INTEREST INCOME
Interest and fees on loans	$	3,~~546~~391		$	3,~~832~~468		$	~~10,524~~		$	~~11,413~~
Interest and dividends on securities		1,~~188~~063			1,~~150~~148			~~3,546~~			~~3,453~~
Federal funds sold		1012			1618			40			40
Other		86			121			15			27
Total interest income		4,~~752~~472			54,~~010~~635			~~14,125~~			~~14,933~~
INTEREST EXPENSE
Interest on deposits		~~464~~396			~~787~~604			~~1,628~~			~~2,475~~
Interest on borrowings		~~255~~214			~~273~~175			~~687~~			~~736~~
Total interest expense		~~719~~610			~~1,060~~779			~~2,315~~			~~3,211~~
Net Interest Income		43,~~033~~862			3,~~950~~856			~~11,810~~			~~11,722~~
Provision for loan losses		~~1,066~~52			~~376~~430			~~2,572~~			~~1,228~~
Net interest income after provision
for loan losses		23,~~967~~810			3,~~574~~426			~~9,238~~			~~10,494~~
OTHER INCOME
Service charges on deposit accounts		~~1,064~~979			~~1,119~~971			~~3,058~~			~~3,268~~
Trust Department income		~~215~~200			~~195~~224			~~648~~			~~635~~
Securities net gain		37			5			282			10
Other income		332			399
Other income		319			439			1,154			910
Total other income		1,511			1,594
Total other income		1,635			1,758			5,142			4,823
OTHER EXPENSES
OTHER EXPENSES
Salaries and employee benefits		2,583			2,519
Salaries and employee benefits		2,538			2,145			7,656			6,932
Occupancy expense		608			563
Occupancy expense		580			603			1,729			1,823
Other operating expense		1,195			1,346
Other operating expense		1,223			2,428			3,644			4,839
Total other expenses		4,386			4,428
Total other expenses		4,341			5,176			13,029			13,594
INCOME BEFORE PROVISION
INCOME BEFORE PROVISION
FOR INCOME TAXES		935			592
FOR INCOME TAXES		261			156			1,351			1,723
PROVISION (BENEFIT) FOR INCOME TAXES		103			(36	)
PROVISION (BENEFIT) FOR INCOME TAXES		(50	)		(136	)		(55	)		72
NET INCOME		832			628
NET INCOME		311			292			1,406			1,651
Preferred dividends		(90	)		(167	)
Preferred Dividends		(132	)		(293	)		(451	)		(863	)
NET INCOME APPLICABLE TO
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS	$	742		$	461
COMMON SHAREHOLDERS	$	179		$	(1	)	$	955		$	788
BASIC NET INCOME PER COMMON SHARE	$	0.26		$	0.16
BASIC NET INCOME PER	$	0.06		$	-		$	0.33		$	0.27
COMMON SHARE

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollar amounts presented in thousands)
	(Unaudited)	~~(Unaudited)~~
							(Unaudited)
	For the three months
		For the three months					For the nine months
	ended March 31,
		ended Sept. 30,					ended Sept. 30,
		2012			2011
		2011			2010		2011		2010
Net income		$	832		$	628
Net income		$	311		$	292	$	1,406	$	1,651
Other comprehensive income, net of tax:
Other comprehensive income, net of tax:
Unrealized holding gains/(losses)			(170	)		295
Unrealized holding gains			583			61		1,509		1,075
Comprehensive Income		$	662		$	923
Comprehensive income		$	894		$	353	$	2,915	$	2,726

SECURITY CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts presented in thousands)
	(Unaudited)
	Nine months ended
	Three months ended
	September 30,
	March 31,
	2011			2010
	2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME	$	~~1,406~~832		$	~~1,651~~628
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for loan losses		~~2,572~~52			~~1,228~~430
Amortization of premiums and discounts on securities, net		~~1,439~~468			~~1,189~~429
Depreciation and amortization		~~870~~312			~~903~~302
Deferred income taxes		(821	)		-
FHLB stock dividend		(1	)		(1	)
FHLB stock dividend		(4	)		(5	)
Gain on sale/disposal of other assets, net		-			(34	)
Gain on securities		(282	)		(10	)
(Gain) loss on sale/disposal of other assets		(100	)		60
Changes in:
Interest receivable		~~(493~~99	)		(~~172~~136	)
Cash value of life insurance, net		(~~173~~58	)		(~~168~~66	)
Other real estate writedown		252			1,158
Other assets		(1,137	)		436
Other assets		375			(3,088	)
Interest payable		(39	)		(152	)
Interest payable		(197	)		(164	)
Other liabilities		1,810			496
Other liabilities		1,786			1,619
Net cash provided by operating activities		2,338			2,332
Net cash provided by operating activities		6,630			4,201
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of securities available-for-sale		(49,089	)		(62,102	)
Purchase of securities available-for-sale		(28,245	)		(12,626	)
Purchases of securities held-to-maturity		(32,185	)		(21,726	)
Proceeds of maturities and calls of securities available-for-sale		7,077			5,847
Proceeds from maturities and calls of securities available-for-sale		42,852			52,967
Purchase of securities held-to-maturity		(5,964	)		(13,278	)
Proceeds from maturities and calls of securities held-to-maturity		16,655			10,145
Proceeds of maturities and calls of securities held-to-maturity		12,240			2,620
Sales of securities available-for-sale		4,875			-
Additions to premises and equipment		(55	)		(27	)
Additions to premises and equipment		(155	)		(74	)
Proceeds from sale of other assets		71			808
Proceeds from sale of other assets		1,313			1,694
Purchase of bank-owned life insurance		(7	)		-
Changes in:
(Increase) decrease in loans		(284	)		9,148
Loans		1,477			730
Federal funds sold		11(8,~~980~~000	)		(167,~~720~~000	)
Certificates of deposits with other banks		~~240~~(5,248	)		-240
Net cash used in investing activities		(326,~~805~~647	)		(2622,~~668~~686	)
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid on preferred stock		(~~269~~90	)		(~~799~~90	)
Changes in:
Deposits		1229,~~273~~749			2824,~~899~~338
Reissuance of treasury stock		2			-
Repayment of debt		(4,211	)		(2,044	)
Repayment of debt		(2,453	)		(2,586	)
Proceeds from issuance of debt		-			364
Proceeds from issuance of debt		736			226
Net cash provided by financing activities		25,448			22,568
Net cash provided by financing activities		10,289			25,740
Net increase in cash and cash equivalents		1,139			2,214
Net increase in cash and cash equivalents		13,114			3,273
Cash and cash equivalents at beginning of period		20,890			15,264
Cash and cash equivalents at beginning of period		15,264			17,045
Cash and cash equivalents at end of period	$	22,029		$	17,478
Cash and cash equivalents at end of period	$	28,378		$	20,318
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	~~2,512~~649		$	~~3,375~~931
Income taxes		~~308~~16			-
Noncash activities:
Non-cash activities:
Transfer of loans to other real estate and repossessed inventory	$	~~5,468~~906		$	~~1,648~~422

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~~three months ended ~~September~~March 3031, ~~2011~~2012, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2011~~2012. For further information, please refer to the Company’s Form 10-K filed March 12, ~~2011~~2012, which includes the consolidated financial statements and footnotes for the year ended December 31, ~~2010~~2011.

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. First Security Bank has branch locations in the following Mississippi communities: Batesville, Pope, Sardis, Como, Crenshaw, Tunica, Hernando, Marks, Olive Branch, Robinsonville, Southaven and Barton.

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.

NOTE C – SECURITIES

A summary of amortized cost and estimated fair value of securities available-for-sale and securities held-to-maturity at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, follows:

Securities
Amortized Cost and Fair Values
			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
	Cost		Gains		Losses		Fair Value
	(In thousands)
September 30, 2011
March 31, 2012
Securities available-for-sale:
U. S. Government agencies	$	1312,~~683~~590	$	6433	$	-24	$	1312,~~747~~599
Mortgage-backed securities		3451,~~638~~215		21,~~140~~880		3144		3652,~~775~~951
State and local political subdivisions		7475,~~640~~140		2,~~235~~035		60209		76,~~815~~966
Other equity securities		4		2		-		6
	$	138,945	$	3,948	$	377	$	142,516
	$	122,965	$	4,441	$	63	$	127,343
Securities held-to-maturity:
U. S. Government agencies	$	3529,~~021~~351	$	729	$	1594	$	3529,~~078~~266
State and local political subdivisions		13,~~320~~478		52112		143		13,~~358~~587
	$	4842,~~341~~829	$	~~124~~121	$	2997	$	4842,~~436~~853
December 31, 2010
December 31, 2011
Securities available-for-sale:
U. S. Government agencies	$	219,~~242~~539	$	5143	$	~~143~~4	$	219,~~150~~578
Mortgage-backed securities		4136,~~733~~045		1,~~688~~864		~~112~~13		4337,~~309~~896
State and local political subdivisions		5974,~~497~~546		~~929~~2,035		~~451~~83		5976,~~975~~498
Other equity securities		4		9		-		13
	$	120,130	$	3,942	$	100	$	123,972
	$	122,476	$	2,677	$	706	$	124,447
Securities held-to-maturity:
U. S. Government agencies	$	2533,~~578~~905	$	570	$	~~600~~11	$	2433,~~983~~964
State and local political subdivisions		713,~~517~~314		8467		438		713,~~558~~373
	$	3347,~~095~~219	$	89137	$	~~643~~19	$	3247,~~541~~337

The details concerning securities classified as available-for-sale and held-to-maturity with unrealized losses as of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, were as follows:

Securities
Unrealized Losses < and > 12 Months
Available-for-Sale
	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
September 30, 2011
March 31, 2012
U. S. Government
agencies	$	-3,976	$	-24	$	-	$	-	$	-3,976	$	-24
Mortgage-backed
securities		119,~~645~~249		3130		-1,597		-14		120,~~645~~846		3144
State and local political
subdivisions		8,~~744~~128		60205		-303		-4		8,~~744~~431		60209
	$	1031,~~389~~353	$	63359	$	-1,900	$	-18	$	1033,~~389~~253	$	63377
December 31, 2010
December 31, 2011
U. S. Government
agencies	$	83,~~924~~996	$	~~143~~4	$	-	$	-	$	83,~~924~~996	$	~~143~~4
Mortgage-backed
securities		111,~~524~~003		~~112~~3		-1,620		-10		112,~~524~~623		~~112~~13
State and local political
subdivisions		179,~~202~~935		~~369~~78		~~1,236~~304		825		1810,~~438~~239		~~451~~83
	$	3714,~~650~~934	$	~~624~~85	$	1,~~236~~924	$	8215	$	3816,~~886~~858	$	~~706~~100
Held-to-Maturity
	Losses < 12 Months				Losses 12 Months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses *		Value		Losses
September 30, 2011
March 31, 2012
U. S. Government
agencies	$	819,~~512~~973	$	1594	$	~~503~~-	$	-	$	919,~~015~~973	$	1594
State and local political
subdivisions		~~1,643~~224		143		-		-		~~1,643~~224		143
	$	1020,~~155~~197	$	2997	$	~~503~~-	$	-	$	1020,~~658~~197	$	2997
December 31, 2010
December 31, 2011
U. S. Government
agencies	$	1910,~~675~~008	$	~~600~~11	$	-	$	-	$	1910,~~675~~008	$	~~600~~11
State and local political
subdivisions		21,~~144~~033		438		-		-		21,~~144~~033		438
	$	2111,~~819~~041	$	~~643~~19	$	-	$	-	$	2111,~~819~~041	$	~~643~~19
*Due to rounding and nominal values, a loss value may not be reflected.

NOTE D - LOANS

Loans
Major Classifications
Major classifications of loans were as follows:
	September 30,			December 31,
	March 31,			December 31,
	2011			2010
	2012			2011
	(In thousands)
Commercial, financial and agricultural	$	4235,~~003~~199		$	3335,~~347~~341
Real estate - construction and development		5251,~~731~~077			5651,~~673~~725
Real estate - mortgage		123,~~152~~804			~~134~~124,~~964~~994
Installment loans to individuals		2019,~~525~~292			2018,~~186~~871
Other		1,~~142~~121			2,~~594~~092
		239,553			247,764
		230,493			233,023
Less allowance for loan losses		(43,~~128~~822	)		(4,~~477~~026	)
	$	~~235~~226,~~425~~671		$	~~243~~228,~~287~~997

Activity in the allowance for loan losses for the period indicated is as follows:
	Three Months Ended Sept. 30,						Nine Months Ended Sept. 30,
	2011			2010			2011			2010
	(In thousands)						(In thousands)
Balance at beginning of period	$	5,377		$	3,710		$	4,477		$	4,352
Provision for loan losses		1,066			376			2,572			1,228
Loans charged-off		(2,462	)		(546	)		(3,393	)		(2,433	)
Recoveries on loans previously charged-off		147			168			472			561
Balance at end of period	$	4,128		$	3,708		$	4,128		$	3,708

Transactions in the allowance for loan losses were as follows:

The following table provides the ending balances in the Company’s loans and allowance for loan losses, broken down by portfolio segment as of September 30, 2011 and December 31, 2010. The table also provides additional detail as to the amount of our loans and allowance that corresponds to individual versus collective impairment evaluation. The impairment evaluation corresponds to the Company’s systematic methodology for estimating its Allowance for Loan Losses.

Security Capital Corporation
Allowance for Loan Losses
(in thousands)
	Three Months Ended March 31,
	2012			2011
	(In thousands)
Balance at beginning of year	$	4,026		$	4,477

Loans charge-offs:
Commercial, financial & agricultural		20			9
Real estate - construction & development		313			3
Real estate - mortgage		53			81
Installment loans to individuals		185			207
Other		-			-
Total charge-offs		571			300

Loan recoveries:
Commercial, financial & agricultural		3			10
Real estate - construction & development		97			8
Real estate - mortgage		13			-
Installment loans to individuals		202			184
Other		-			-
Total recoveries		315			202

Net charge-offs		256			98

Provision for loan losses		52			430

Balance at end of year	$	3,822		$	4,809

Loans at End of Period (Net of Allowance)	$	226,671		$	228,997

Ratio: Allowance to Loans		1.69	%		2.10	%

Average Loans	$	225,720		$	240,859

Ratio: Allowance to Average Loans		1.69	%		2.00	%

Ratio: Net Charge-Offs to Average Loans		0.11	%		0.04	%

September 30, 2011
			Installment		Commercial,
			and		Financial
	Real Estate		Other		and Agriculture		Total
	(In thousands)
Loans
Individually evaluated	$	30,946	$	-	$	240	$	31,186
Collectively evaluated		144,937		21,667		41,763		208,367
Total	$	175,883	$	21,667	$	42,003	$	239,553
Allowance for Loan Losses
Individually evaluated	$	2,177	$	-	$	-	$	2,177
Collectively evaluated		1,290		361		300		1,951
Total	$	3,467	$	361	$	300	$	4,128

At March 31, 2012, and December 31, 2011, loans lines of $50,000 and greater, rated substandard or lower, were analyzed for impairment. The following table, a summary comparison of the analysis for impairment, provides the ending balances in the Company’s loans and allowance for loan losses, broken down by portfolio segment as of March 31, 2012 and December 31, 2011. The table also provides additional detail as to the amount of our loans and allowance that corresponds to individual versus collective impairment evaluation. The impairment evaluation corresponds to the Company’s systematic methodology for estimating its Allowance for Loan Losses.

December 31, 2010

March 31, 2012

Installment

Commercial,

Real Estate

Installment

and

Financial

Construction

Real Estate

and

Real Estate

Other

and Agriculture

Total

and Agriculture

and Development

Mortgage

Other

Total

(In thousands)

Loans

Individually evaluated

~~44,284~~689

2826,943

~~950~~10,565

~~45,262~~90

38,287

Collectively evaluated

~~147~~34,~~359~~510

2224,~~752~~134

32113,~~391~~239

~~202~~20,~~502~~323

192,206

Total

~~191~~35,~~643~~199

2251,~~780~~077

33123,~~341~~804

~~247~~20,~~764~~413

230,493

Allowance for Loan Losses

Individually evaluated

~~2,870~~20

1,708

8859

~~2,879~~33

2,620

Collectively evaluated

~~1,136~~106

~~215~~382

~~247~~532

~~1,598~~182

1,202

Total

~~4,006~~126

~~216~~2,090

~~255~~1,391

~~4,477~~215

3,822

At September 30, 2011, and December 31, 2010, loan lines of $250,000 and greater, rated substandard or lower, were analyzed for impairment. The following is a summary comparison of the analysis for impairment.

December 31, 2011
	Commercial,		Real Estate				Installment
	Financial		Construction		Real Estate		and
	and Agriculture		and Development		Mortgage		Other		Total
	(In thousands)
Loans
Individually evaluated	$	613	$	24,360	$	11,449	$	193	$	36,615
Collectively evaluated		34,728		27,365		113,545		20,770		196,408
Total	$	35,341	$	51,725	$	124,994	$	20,963	$	233,023

Allowance for Loan Losses
Individually evaluated	$	33	$	1,291	$	853	$	82	$	2,259
Collectively evaluated		97		870		598		202		1,767
Total	$	130	$	2,161	$	1,451	$	284	$	4,026

	September 30,		December 31,
	2011		2010
	(In thousands)
Loans analyzed for impairment
without a valuation allowance	$	22,531,089	$	28,171,248
Loans analyzed for impairment
with a valuation allowance		8,655,283		17,090,793
Total impaired loans	$	31,186,372	$	45,262,041
Valuation allowance related to impaired loans	$	2,177,000	$	2,879,000

The following table provides additional detail of loans lines of $50,000 and greater, rated substandard or lower which were analyzed for impairment and reflects the breakdown according to class as of March 31, 2012, and December 31, 2011. The recorded investment included in the following table represents customer balances net of any partial charge-offs recognized on the loans, net of any deferred fees and costs. As a majority of these loans at March 31, 2012, and December 31, 2011, are on nonaccrual status, recorded investment excludes any insignificant amount of accrued interest receivable on loans 90 days or more past due and still accruing. The unpaid balance represents the recorded balance prior to any partial charge-offs.

The following table provides additional detail of loan lines of $250,000 and greater, rated substandard or lower which were analyzed for impairment and reflects the breakdown according to class as of September 30, 2011, and December 31, 2010. The recorded investment included in the following table represents customer balances net of any partial charge-offs recognized on the loans, net of any deferred fees and costs. As a majority of these loans at September 30, 2011, and December 31, 2010, are on nonaccrual status, the recorded investment excludes any insignificant amount of accrued interest receivable on loans 90 days or more past due and still accruing. The unpaid balance represents the recorded balance prior to any partial charge-offs.

March 31, 2012
							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Loans analyzed for
impairment with
no related allowance:
Commercial, financial, and agricultural	$	298	$	298	$	-	$	301	$	2
Real estate-construction and development		18,021		18,021		-		18,261		269
Real estate-mortgage		7,568		8,419		-		7,480		89
Installment loans and other		-		-		-		-		-
Total	$	25,887	$	26,738	$	-	$	26,042	$	360
Loans analyzed for
impairment with
a related allowance:
Commercial, financial, and agricultural	$	391	$	391	$	20	$	396	$	5
Real estate-construction and development		8,922		8,972		1,708		9,041		76
Real estate-mortgage		2,997		3,026		859		3,233		34
Installment loans and other		90		90		33		93		2
Total	$	12,400	$	12,479	$	2,620	$	12,763	$	117
Total loans analyzed for
impairment:
Commercial, financial, and agricultural	$	689	$	689	$	20	$	697	$	7
Real estate-construction and development		26,943		26,993		1,708		27,302		345
Real estate-mortgage		10,565		11,445		859		10,713		123
Installment loans and other		90		90		33		93		2
Total Impaired Loans	$	38,287	$	39,217	$	2,620	$	38,805	$	477

September 30, 2011
December 31, 2011
							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Impaired loans with
Loans analyzed for
impairment with
no related allowance:
Commercial, financial, and agricultural	$	~~240~~513	$	~~240~~513	$	-	$	~~205~~488	$	927
Real estate-construction and development		1718,~~242~~210		1718,~~242~~210		-		1618,~~936~~439		~~521~~869
Real estate-mortgage		5,~~049~~278		56,~~710~~076		-		57,~~034~~948		~~100~~356
Installment loans and other		-		-		-		-		-
Total	$	2224,~~531~~001	$	2324,~~192~~799	$	-	$	2226,~~175~~875	$	~~630~~1,252
Impaired loans with
Loans analyzed for
impairment with
a related allowance:
Commercial, financial, and agricultural	$	-100	$	-100	$	-33	$	-117	$	-5
Real estate-construction and development		6,~~976~~151		6,~~976~~201		1,~~583~~291		76,~~074~~279		~~133~~159
Real estate-mortgage		16,~~679~~170		16,~~679~~170		~~594~~853		16,~~223~~247		54286
Installment loans and other		-193		-208		-82		-238		-18
Total	$	812,~~655~~614	$	812,~~655~~679	$	2,~~177~~259	$	812,~~297~~881	$	~~187~~468
Total Impaired Loans
Total loans analyzed for
Commercial, financial, and agricultural	$	240	$	240	$	-	$	205	$	9
impairment:
Real estate-construction and development		24,218		24,218		1,583		24,010		654
Commercial, financial, and agricultural	$	613	$	613	$	33	$	605	$	32
Real estate-mortgage		6,728		7,389		594		6,257		154
Real estate-construction and development		24,361		24,411		1,291		24,718		1,028
Installment loans and other		-		-		-		-		-
Real estate-mortgage		11,448		12,246		853		14,195		642
Total Impaired Loans	$	31,186	$	31,847	$	2,177	$	30,472	$	817
Installment loans and other		193		208		82		238		18
Total Impaired Loans	$	36,615	$	37,478	$	2,259	$	39,756	$	1,720

December 31, 2010
							Average		Interest
							Recorded		Income
	Recorded		Unpaid		Related		Investment		Recognized
	Investment		Balance		Allowance		YTD		YTD
	(In thousands)
Impaired loans with
no related allowance:
Commercial, financial, and agricultural	$	623	$	623	$	-	$	580	$	29
Real estate-construction and development		17,886		17,886		-		20,360		762
Real estate-mortgage		9,662		9,662		-		9,759		377
Installment loans and other		-		-		-		-		-
Total	$	28,171	$	28,171	$	-	$	30,699	$	1,168
Impaired loans with
a related allowance:
Commercial, financial, and agricultural	$	327	$	347	$	8	$	338	$	12
Real estate-construction and development		12,030		12,030		1,667		10,788		364
Real estate-mortgage		4,706		4,982		1,203		4,784		192
Installment loans and other		28		28		1		31		1
Total	$	17,091	$	17,387	$	2,879	$	15,941	$	569
Total Impaired Loans
Commercial, financial, and agricultural	$	950	$	970	$	8	$	918	$	41
Real estate-construction and development		29,916		29,916		1,667		31,148		1,126
Real estate-mortgage		14,368		14,644		1,203		14,543		569
Installment loans and other		28		28		1		31		1
Total Impaired Loans	$	45,262	$	45,558	$	2,879	$	46,640	$	1,737

The following table is summary of nonaccrual loans and loans past due 90 days still on accrual status:
	September 30,		December 31,
	2011		2010
	(In thousands)
Nonaccrual loans	$	6,176	$	9,584
Loans past due over 90 days still on accrual	$	119	$	63

The following table is a summary of interest recognized and cash-basis interest earned on impaired loans:
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Average of individually impaired loans
during period	$	30,518	$	45,186	$	30,472	$	41,008
Interest income recognized during
impairment	$	531	$	-	$	817	$	-
Cash-basis interest income recognized	$	287	$	-	$	823	$	-

The following table summarizes by class the Company’s loans classified as past due in excess of 30 days or more in addition to those loans classified as non-accrual:

September 30, 2011

March 31, 2012

90 Days +

Total

30-89

Past Due

Days Past

and Still

~~Non-Accrual~~Nonaccrual

~~Total~~and

Total

Due

Accruing

Loans

~~Past Due~~Nonaccrual

Loans

(In thousands)

Commercial, financial

~~225~~219

5766

~~284~~285

4235,~~003~~199

and agricultural

Real estate - construction

and development

~~814~~441

3,~~629~~191

43,~~443~~632

5251,~~731~~077

Real estate - mortgage

42,~~063~~493

~~115~~-

2,~~358~~125

64,~~536~~618

123,~~152~~804

Installment loans to individuals

~~848~~625

~~125~~90

~~973~~715

2019,~~525~~292

Other

~~130~~24

~~139~~27

1,~~142~~121

Total

63,~~080~~802

~~119~~3

65,~~176~~472

129,~~375~~277

~~239~~230,~~553~~493

December 31, 2010

December 31, 2011

90 Days +

Total

30-89

Past Due

Days Past

and Still

~~Non-Accrual~~Nonaccrual

~~Total~~and

Total

Due

Accruing

Loans

~~Past Due~~Nonaccrual

Loans

(In thousands)

Commercial, financial

~~238~~353

29-

~~326~~43

~~593~~396

3335,~~347~~341

and agricultural

Real estate - construction

and development

~~1,016~~510

34,~~856~~592

45,~~872~~102

5651,~~673~~725

Real estate - mortgage

2,~~070~~704

52,~~237~~814

75,~~307~~518

~~134~~124,~~964~~994

Installment loans to individuals

~~842~~1,199

~~165~~88

1,~~007~~287

2018,~~186~~871

Other

6712

3410

~~101~~22

2,~~594~~092

Total

4,~~233~~778

6310

97,~~584~~537

1312,~~880~~325

~~247~~233,~~764~~023

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company uses the following definitions for risk ratings, which are consistent with the definitions used in supervisory guidance:

Special Mention: Loans classified as special mention have a potential weakness that deserves management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution's credit position at some future date.

Substandard: Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

As of ~~September~~March 3031, ~~2011~~2012, and December 31, ~~2010~~2011, and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:

September 30, 2011
March 31, 2012
	Real Estate				Installment
	Commercial,		Real Estate				Installment
	Commercial &		Real Estate		and		Financial
	Financial		Commercial &		Real Estate		and
	Development		Mortgage		Other		and Agriculture		Total
	and Agriculture		Development		Mortgage		Other		Total
	(In thousands)
Pass	$	1928,~~557~~897	$	9520,~~871~~693	$	2098,~~690~~928	$	3519,~~285~~411	$	~~171~~167,~~403~~929
Special Mention		75,~~812~~060		104,~~921~~021		~~549~~6,490		~~5,360~~413		2415,~~642~~984
Substandard		251,~~362~~242		1626,~~365~~363		~~429~~18,386		~~1,359~~589		4346,~~515~~580
Doubtful		-		-		-		-		-
Subtotal		52,731		123,157		21,668		42,004		239,560
Total	$	35,199	$	51,077	$	123,804	$	20,413	$	230,493
Less: Unearned
Discount		-		5		1		1		7
Loans, net of
unearned discount	$	52,731	$	123,152	$	21,667	$	42,003	$	239,553

December 31, 2010
December 31, 2011
	Real Estate				Installment		Commercial,
	Commercial,		Real Estate				Installment
	Commercial &		Real Estate		and		Financial
	Financial		Commercial &		Real Estate		and
	Development		Mortgage		Other		and Agriculture		Total
	and Agriculture		Development		Mortgage		Other		Total
	(In thousands)
Pass	$	1528,~~545~~716	$	~~107~~22,~~179~~698	$	2196,~~514~~474	$	2419,~~098~~852	$	~~168~~167,~~336~~740
Special Mention		105,~~261~~491		104,~~329~~732		~~643~~8,137		~~7,811~~446		2918,~~044~~806
Substandard		301,~~867~~134		1724,~~456~~295		~~623~~20,383		~~1,443~~665		5046,~~389~~477
Doubtful		-		-		-		-		-
Subtotal		56,673		134,964		22,780		33,352		247,769
Total	$	35,341	$	51,725	$	124,994	$	20,963	$	233,023
Less: Unearned
Discount		-		-		-		5		5
Loans, net of
unearned discount	$	56,673	$	134,964	$	22,780	$	33,347	$	247,764

Troubled Debt Restructurings

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions below market interest rates compared to debt with similar characteristics, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses. Effective July 1, 2011, the Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2011-02, “Receivables (Topic 310) - A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring.” As such, the Company reassessed all loan modifications occurring since January 1, 2011 for identification as troubled debt restructurings.

The book balance of troubled debt restructurings at September 30, 2011 and December 31, 2010 was $557 thousand and $308 thousand, respectively. Approximately, $28 thousand and $0 in specific reserves have been established with respect to these loans as of September 30, 2011 and December 31, 2010, respectively. As of September 30, 2011 and December 31, 2010, the Company had no additional amounts committed on any loan classified as a troubled debt restructuring.

During the period ending September 30, 2011, the terms of two loans were modified in troubled debt restructurings. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; an extension of maturity and change in payment terms; or a permanent reduction of the recorded investment in the loan.

No modifications involving a reduction of the stated interest rate were made during the period ended September 30, 2011. The modifications on the two loans involve restructuring the payment schedule to require an interest only payment at the end of the initial three months, interest only for the next three monthly payments and then a reinstatement of the original payment schedule thereafter.

The following tables present loans by class modified as troubled debt restructurings

Three Months ending September 30, 2011

Number

Pre-Modification

Post-Modification

Outstanding Recorded

Troubled Debt Restructurings

Loans

Investment

Commercial and Residential Loans

557

Construction Loans

Commercial Loans

Consumer Loans

Other

Total

557

Nine Months ending September 30, 2011

Number

Pre-Modification

Post-Modification

Outstanding Recorded

Troubled Debt Restructurings

Loans

Investment

Commercial and Residential Loans

557

Construction Loans

Commercial Loans

Consumer Loans

Other

Total

557

NOTE E – 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.

For the Three Months Ended

September 30, 2011

March 31, 2012

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~179~~742,~~234~~040

2,883,309

0.0626

For the Nine Months Ended

For the Three Months Ended

September 30, 2011

March 31, 2011

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

~~955~~461,~~159~~265

2,883,~~276~~209

0.3316

For the Three Months Ended

September 30, 2010

Basic income (loss)

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

(1,118

)

2,883,159

(0.00

)

For the Nine Months Ended

September 30, 2010

Basic income

applicable to

common

shareholders

Per Share

(Numerator)

(Denominator)

Data

Basic per Share

788,579

2,883,159

0.27

NOTE F – FAIR VALUE OF ASSETS AND LIABILITIES

The Company follows the guidance of FASB Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures (ASC Topic 820). ASC Topic 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC Topic 820 defines the fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

In accordance with ASC Topic 820, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are:


	Level 1	Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

	Level 2	Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities which use observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets and liabilities.

	Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance ~~sheet~~sheets.

Available-for-Sale Securities

The fair value of available-for-sale securities is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. The Company has no securities classified within Level 1. If quoted market prices are not available, then fair values are estimated by using pricing models or quoted prices of securities with similar characteristics. Level 2 securities include U.S. Treasury securities, obligations of U.S. government corporations and agencies, obligations of states and political subdivisions, mortgage-backed securities and collateralized mortgage obligations. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company has no securities classified within Level 3.

The following table presents the Company’s assets that are measured at fair value on a recurring basis and the level within the ASC Topic 820 hierarchy in which the fair value measurements fell as of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, (in thousands):

Quoted

Models with

Carrying

market

significant

value

prices in

observable

unobservable

in the

active

market

Balance

markets

parameters

Sheet

Level 1

Level 2

Level 3

Total

September 30, 2011:

March 31, 2012:

Available-for-sale securities

U. S. Government agencies

1312,~~753~~599

State and local political subdivisions

76,~~815~~966

Mortgage-backed securities

3652,~~775~~951

~~127~~142,~~343~~516

Quoted

Models with

Carrying

market

significant

value

prices in

observable

unobservable

in the

active

market

Balance

markets

parameters

Sheet

Level 1

Level 2

Level 3

Total

December 31, 2010:

December 31, 2011:

Available-for-sale securities

U. S. Government agencies

219,~~164~~578

State and local political subdivisions

5976,~~975~~498

Mortgage-backed securities

4337,~~308~~896

~~124~~123,~~447~~972

There were no transfers of financial assets among Level 1, Level 2 and Level 3 during ~~2011~~2012.

Following is a description of the valuation methodologies used for assets and liabilities measured at fair value on a non-recurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy:

Impaired Loans

Loans for which it is probable that the Company will not collect all principal and interest due according to contractual terms are measured for impairment in accordance with the provisions of ASC Topic 310, Receivables. Allowable methods for estimating fair value include using the fair value of the collateral for collateral dependent loans or, where a loan is determined not to be collateral dependent, using the discounted cash flow method.

If the impaired loan is identified as collateral dependent, then the fair value method of measuring the amount of impairment is utilized. This method requires obtaining a current independent appraisal of the collateral and applying a discount factor to the value. If the impaired loan is determined not to be collateral dependent, then the discounted cash flow method is used. This method requires the impaired loan to be recorded at the present value of expected future cash flows discounted at the loan’s effective interest rate. The effective interest rate of a loan is the contractual interest rate adjusted for any net deferred loan fees or costs, premiums or discount existing at origination or acquisition of the loan. Impaired loans are classified within Level 3 of the fair value hierarchy.

The following table presents the fair value measurement of impaired loans and other real estate measured at fair value on a nonrecurring basis and the level within the ASC Topic 820 fair value hierarchy in which the fair value measurements fell at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, (in thousands):

September 30, 2011
March 31, 2012
	Carrying		Quoted		Models with		Models with
	value		market		significant		significant
	in the		prices in		observable		unobservable
	Balance		active		market		market
	Sheet		markets		parameters		parameters
	Fair Value		Level 1		Level 2		Level 3
Impaired Loans	$	9,780	$	-	$	-	$	9,780
Real estate - construction
Other real estate owned		12,268		-		-		12,268
and development	$	6,976	$	-	$	-	$	6,976
December 31, 2011
Real estate - farmland		-		-		-		-
Real estate - 1-4 family
residential		-		-		-		-
Nonfarm/Nonresidential		1,679		-		-		1,679
Commerical and industrial		-		-		-		-
Consumer		-		-		-		-
Total impaired loans	$	8,655	$	-	$	-	$	8,655
December 31, 2010
	Carrying		Quoted		Models with		Models with
	value		market		significant		significant
	in the		prices in		observable		unobservable
	Balance		active		market		market
	Sheet		markets		parameters		parameters
	Fair Value		Level 1		Level 2		Level 3
Impaired Loans	$	1710,~~091~~355	$	-	$	-	$	1710,~~091~~355
Other real estate owned		14,352		-		-		14,352

Total loans analyzed for impairment had a carrying amount of $3138,~~186~~287,000 at ~~September~~March 3031, ~~2011~~2012. Of this amount, $812,~~655~~400,000 had a reserve allocated of $2,~~177~~620,000. Total loans analyzed for impairment at December 31, ~~2010~~2011 totaled $4536,~~262~~615,000 of which $1712,~~091~~614,000 had a reserve allocated of $2,~~879~~259,000.

Other Real Estate Owned

Other real estate owned acquired through loan foreclosure is initially recorded at fair value less estimated costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing the fair value when the asset is acquired, the actual fair value of the other real estate owned or foreclosed asset could differ from the original estimate. If it is determined the fair value declines subsequent to foreclosure, a valuation allowance is recorded through non-interest expense. Operating costs associated with the assets after acquisition are also recorded as non-interest expense. Gains and losses on ~~the~~ the disposition of other real estate owned and foreclosed assets are netted and posted to other non-interest expense. Other real estate owned measured at fair value on a non-recurring basis at ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010,~~2011 amounted to $1512.23 million and $814.24 million, respectively, with the remainder carried at cost. Write-downs and sales resulted in a decrease of $300 thousand and $843 thousand in the three months ending March 31, 2012 and March 31, 2011, respectively. Increases to other real estate owned occurred due to additional loan foreclosures and capital expenditures made to improve individual properties. These increases totaled $1.2 million for the period ending March 31, 2012 and $380 thousand for the period ending March 31, 2011.

The following ~~table~~disclosure ~~presents~~of the estimated fair value ~~measurement~~ of ~~assets~~financial ~~and~~instruments ~~liabilities~~is ~~measured~~made atin accordance with ASC Topic 825 Financial Instruments. The estimated fair value onamounts ahave ~~nonrecurring~~been ~~basis~~determined using available market information and ~~the~~appropriate ~~level~~valuation ~~within~~methodologies. However, considerable judgment is necessarily required to interpret market data to develop the ~~ASC~~estimates ~~820~~of fair value. Accordingly, ~~hierarchy~~the inestimates ~~which~~presented herein are not necessarily indicative of the ~~fair~~amounts ~~value~~that ~~measurements~~could ~~fell~~be atrealized ~~September~~in ~~30,~~a ~~2011~~current market exchange. The use of different market assumptions and/or ~~December~~estimation ~~31,~~methodologies ~~2010,~~may ~~(in~~have ~~thousands):~~a material effect on the estimated fair value amounts.

September 30, 2011

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Other real estate owned

15,189

December 31, 2010

Carrying

Quoted

Models with

value

market

significant

in the

prices in

observable

unobservable

Balance

active

market

Sheet

markets

parameters

Fair Value

Level 1

Level 2

Level 3

Other real estate owned

8,233

The following disclosure of the estimated fair value of financial instruments is made in accordance with ASC 825 Financial Instruments. The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that could be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents – For such short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities – For securities held as investments, fair value equals market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Fair value of other securities, which consist of FHLB and First National ~~Banker’s~~Bankers Bankshares, Inc., is estimated to be the carrying value, which is par.

Loans – The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.

Deposits – The fair values of demand deposits are, as required by ASC Topic 825, equal to the carrying value of such deposits. Demand deposits include noninterest-bearing demand deposits, savings accounts, NOW accounts, and money market demand accounts. The fair value of variable rate term deposits, those repricing within six months or less, approximates the carrying value of these deposits. Discounted cash flows have been used to value fixed rate term deposits and variable rate term deposits repricing after six months. The discount rate used is based on interest rates currently being offered on comparable ~~deposits~~ deposits as to amount and term.

FHLB and Other Borrowings – The fair value of the fixed rate borrowings are estimated using discounted cash flows, based on current incremental borrowing rates for similar types of borrowing arrangements. The carrying amount of any variable rate borrowings approximates their fair values.

Off-Balance Sheet Instruments – Fair values of off-balance sheet financial instruments are based on fees charged to enter into similar agreements. However, commitments to extend credit do not represent a significant value until such commitments are funded or closed. Management has determined that these instruments do not have a distinguishable fair value and no fair value has been assigned.

The estimated fair values of the financial instruments, none of which are held for trading purposes, were as follows:

September 30, 2011

December 31, 2010

March 31, 2012

December 31, 2011

Carrying

Estimated

Carrying

Estimated

Amount

Fair Value

Amount

Fair Value

(In thousands)

Financial assets:

Cash and cash equivalents

2822,~~378~~029

1520,~~264~~890

Federal funds sold

1931,~~290~~995

1931,~~289~~995

3123,~~270~~995

3124,~~269~~821

Certificates of deposit with

other banks

16,~~538~~074

~~1,778~~826

Securities available-for-sale

~~127~~142,~~343~~516

~~124~~123,~~447~~972

Securities held-to-maturity

4842,~~341~~829

4842,~~436~~853

3347,~~095~~219

3247,~~541~~337

Securities, other

1,~~937~~678

1,~~933~~938

Loans

~~239~~230,~~553~~493

~~241~~232,~~617~~798

~~247~~233,~~764~~023

~~249~~235,~~898~~481

Financial liabilities:

Noninterest-bearing deposits

8285,~~880~~665

6475,~~956~~757

7481,~~022~~013

5871,~~013~~652

Interest-bearing deposits

~~338~~352,~~136~~710

~~322~~343,~~013~~508

~~334~~327,~~721~~613

~~318~~319,~~760~~066

FHLB and other borrowings

2520,~~252~~098

2720,~~037~~938

2624,~~970~~309

2825,~~671~~325

NOTE G – NON-PERFORMING ASSETS

~~Risk~~Non-performing ofassets ~~nonpayment~~("NPA") include ~~exists~~non-accrual ~~with respect to all~~ loans, ~~which~~loans ~~could~~delinquent ~~result~~90 indays ~~the~~or ~~classification~~more of(if ~~such~~any), ~~loans~~and asother ~~non-performing~~real estate. A ~~The~~loan ~~increase~~which inis ~~non-performing~~90 ~~assets~~days ~~(NPAs)~~or ismore ~~primarily~~past due tois ~~the~~automatically ~~economic~~classified ~~recession~~as ~~and~~a ~~real~~non-accrual ~~estate~~loan ~~downturn~~and ~~which~~a ~~has~~non-performing ~~impacted the Company’s loan portfolio~~asset. AtIn ~~September 30~~addition, ~~2011,~~loan ~~NPA~~analysis ~~balances~~may ~~were~~designate ~~comparable~~a toloan ~~year-end~~or ~~2010~~loan ~~primarily~~line ~~due~~which tois ~~the~~not ~~continued~~90 ~~effect~~days ofor ~~the~~more ~~adverse~~past ~~economy~~due ~~and~~as being non-accrual. Other real estate ~~downturn~~which ongenerates ~~residential~~no ~~land~~income ~~development~~above ~~and~~the ~~construction~~related ~~loan~~expenses ~~portfolios~~is considered non-performing.

~~The~~Risk ~~Company~~of ~~has~~nonpayment aexists ~~significant~~with ~~concentration~~respect ~~in real estate lending, including loans~~ to ~~real~~all ~~estate developers secured by real estate located in Desoto County~~loans, ~~Mississippi. Declining~~which ~~real~~could ~~estate~~result ~~values and a severe constriction~~ in the ~~availability~~classification of ~~mortgage~~such ~~financing~~loans ~~has~~as ~~negatively~~non-performing. ~~impacted~~At ~~real~~March ~~estate~~31, ~~sales~~2012, ~~which~~NPA ~~has~~balances ~~resulted~~were incomparable ~~customers' inability~~ to ~~repay~~year-end ~~loans. In addition, the value of collateral underlying such loans has decreased materially. During~~ 2011, ~~the~~primarily ~~Company~~due ~~has continued~~ to ~~experience~~the ~~significant~~continuing ~~levels~~effect of ~~non-performing~~the ~~assets~~adverse ~~relating~~economy toand real estate ~~lending,~~downturn ~~primarily~~on inresidential ~~our~~land ~~residential~~development ~~real~~and ~~estate~~construction ~~portfolio~~loan portfolios.

AtThe ~~September~~Company ~~30,~~has ~~2011~~a ~~and~~significant ~~December~~concentration ~~31,~~in ~~2010~~real estate lending, ~~the~~including ~~Company~~loans ~~had~~to ~~Troubled~~real ~~Debt~~estate ~~Restructured~~developers ~~("TDR")~~secured ~~assets~~by ofreal ~~$557~~estate ~~thousand~~located ~~and~~in ~~$308~~Desoto ~~thousand~~County, ~~respectively~~Mississippi. ~~Policy~~Declining inreal ~~managing~~estate ~~TDRs~~values isand toa ~~include~~severe constriction in the ~~asset~~availability of mortgage financing has negatively impacted real estate sales, which has resulted in ~~NPAs~~customers' ~~and~~inability ~~reserve~~to ~~appropriately~~repay ~~with~~loans. ~~management working~~In ~~with~~addition, the ~~borrower~~value onof acollateral ~~plan~~underlying tosuch ~~either~~loans ~~return~~has decreased materially. During 2012, the ~~obligation~~Company has continued to anexperience ~~accruing~~significant ~~status~~levels orof ~~take~~non-performing ~~appropriate~~assets ~~measures~~relating to ~~secure~~real ~~the~~estate ~~collateral~~lending, ~~for~~primarily ~~disposition~~in our residential real estate portfolio.

~~The~~As ~~following~~of ~~table~~March ~~presents~~31, ~~information~~2012, ~~with~~the ~~respect~~Company tohad ~~non-performing~~$987 ~~assets~~thousand atidentified ~~September~~as ~~30,~~Troubled ~~2011,~~Debt ~~June~~Restructured ~~30,~~("TDR") ~~2011,~~assets. At ~~March~~December 31, 2011, ~~and~~the ~~December~~Company ~~31,~~had ~~2010~~$548 ~~(dollars~~thousand TDR assets. The Company’s policy in ~~thousands,~~managing ~~except~~TDRs ~~for~~is ~~selected~~to ~~ratios):~~include the asset in NPAs and reserve appropriately with management working with the borrower on a plan to either return the obligation to an accruing status or take appropriate measures to secure the collateral for disposition.

	Sept. 30,		Jun. 30,		Mar. 31,		Dec. 31,
	2011		2011		2011		2010
Loans on non-accrual status	$	6,176	$	14,006	$	9,622	$	9,584
Loans past due 90 days or more but
not non-accrual status		119		3		1		63
OREO - non-performing		20,609		16,294		16,424		16,887
Total NPAs	$	26,904	$	30,303	$	26,047	$	26,534
Operating commercial real
estate OREO	$	3,340	$	3,385	$	3,385	$	3,385
OREO - non-performing		20,609		16,294		16,424		16,887
Total OREO	$	23,949	$	19,679	$	19,809	$	20,272
Selected ratios:
NPLs to total gross loans		2.628		5.630		3.903		3.894
NPAs to total gross loans and OREO		10.210		11.285		9.779		9.899
NPAs to total assets		5.102		5.646		4.855		5.178

The following table presents information with respect to non-performing assets at March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011 (dollars in thousands, except for selected ratios):

NOTE H – OTHER REAL ESTATE


	Mar. 31,		Dec. 31,		Sept. 30,		Jun. 30,
	2012		2011		2011		2011
Loans on non-accrual status	$	5,472	$	7,537	$	6,176	$	14,006
Loans past due 90 days or more but
not non-accrual status		3		10		119		3
OREO - non-performing		21,214		20,343		20,609		16,294
Total NPAs	$	26,689	$	27,890	$	26,904	$	30,303

Operating commercial real
estate OREO	$	3,307	$	3,324	$	3,340	$	3,385
OREO - non-performing		21,214		20,343		20,609		16,294
Total OREO	$	24,521	$	23,667	$	23,949	$	19,679

Selected ratios:
NPLs to total gross loans		2.375		3.239		2.628		5.630
NPAs to total gross loans and OREO		10.466		10.865		10.210		11.285
NPAs to total assets		4.950		5.453		5.102		5.646

~~The~~NOTE ~~following~~H ~~tables~~– ~~reflect~~OTHER ~~the~~REAL ~~activity~~ESTATE in the asset, income and expense accounts during the nine month periods ending September 30, 2010 and September 30, 2011. The first table summarizes the activity in the other real estate asset account. Additions to other real estate owned include property gained through loan foreclosures as well as capital expenditures since foreclosure. Sales proceeds represent amounts received on a completion of a sale of property as well as lease purchase payments. Losses and gains are recognized on the closing of a sale of property and write-downs are incurred as the value reflected on recent appraisals fall below the carrying value of the property. The second table shows the costs of holding the properties as well as the net losses incurred on the disposition of the properties.OWNED

CHANGES IN CARRYING VALUE OF ORE
Balance as of December 31, 2009:		$	20,770
Additions to OREO			4,493
Sales Proceeds			(3,860	)
Losses and write-downs, net of gains			(1,262	)
Balance as of September 30, 2010:		$	20,141
Balance as of December 31, 2010:		$	20,272
Additions to OREO			5,972
Sales Proceeds			(2,080	)
Losses and write-downs, net of gains			(215	)
Balance as of September 30, 2011:		$	23,949
	Nine Months Ended September 30,
	2011		2010
Writedowns, net of gains on sale	$ 215	$	1,262
Operating expenses, net of rental income	109		276
Total expenses related to foreclosed assets	$ 324	$	1,538

The following tables reflect the activity in the asset, income and expense accounts during the three month periods ending March 31, 2011 and March 31, 2012. The first table summarizes the activity in the other real estate asset account. Additions to other real estate owned include property gained through loan foreclosures as well as capital expenditures since foreclosure. Sales proceeds represent amounts received on a completion of a sale of property as well as lease purchase payments. Losses and gains are recognized on the closing of a sale of property and write-downs are incurred as the value reflected on recent appraisals fall below the carrying value of the property. The second table shows the costs of holding the properties as well as the net losses incurred on the disposition of the properties.

SUBSEQUENT EVENTS


CHANGES IN CARRYING VALUE OF ORE
(In thousands)
Balance as of December 31, 2010:	$	20,272
Additions to OREO		380
Sales Proceeds		(708	)
Losses and write-downs, net of gains		(135	)
Balance as of March 31, 2011:	$	19,809

Balance as of December 31, 2011:	$	23,667
Additions to OREO		1,154
Sales Proceeds		(191	)
Losses and write-downs, net of gains		(109	)
Balance as of March 31, 2012:	$	24,521

~~Subsequent~~NOTE ~~events~~I ~~have~~– ~~been~~SUBSEQUENT ~~evaluated through the date the financial statements were issued.~~EVENTS

Management has evaluated, for consideration of recognition or disclosure, the effects of subsequent events on these financial statements through the date the financial statements were issued. Management has determined that no significant events, other than what is discussed below, occurred after March 31, 2012, but prior to the issuance of these financial statements that would have a material impact on its Consolidated Financial Statements.

Security Capital Corporation, relying on Section 12(g)(4) of the Securities Exchange Act of 1934 as amended by the Jumpstart Our Business Startups Act, filed a Form 15 on April 17 to terminate the registration of its common stock and its duty to file reports with the Securities and Exchange Commission. The Jumpstart Our Business Startups Act, which was signed into law on April 5, 2012, allows a bank or bank holding company with 1,200 or less shareholders of record to deregister. The threshold for deregistration according to the number of shareholders was previously 300 or less. The Board of Directors unanimously approved the filing of the Form 15.

ITEM NO. 2

MANAGEMENT’S 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 10-Q with the Securities and Exchange Commission.

This discussion and analysis should be read in conjunction with the audited consolidated financial statements, and notes thereto, contained in the Company’s ~~2010~~2011 Form 10-K.

Economic Conditions:

The Company's business is affected by the economy of the Desoto County area in northern Mississippi, which is adjacent to Memphis, Tennessee. The uncertain depth and duration of the present economic downturn could continue to cause further deterioration of the local economy in Desoto County, resulting in an adverse effect on the Company's financial condition and results of operations. Real estate values in this area have ~~declined~~been depressed and may continue to fall. Unemployment rates in this area remain elevated and could increase further. Business activity in ~~the~~ real estate development has been impacted, and local governments and many businesses are facing serious challenges due to the lack of consumer ~~spending~~ spending driven; bythis ~~the~~decrease in spending is fueled by elevated unemployment and economic uncertainty.

The Company’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the declining value of collateral securing those loans, is reflective of the business environment in the markets where the Company operates. The present significant downturn in economic activity and declining real estate values has had a direct and adverse effect on the financial condition and results of operations of the Company. This is particularly evident in the residential land development and residential construction segments of the Company’s loan portfolio. Developers or home builders whose cash flows are dependent on the sale of lots or completed residences have reduced ability to service their loan obligations and the market value of underlying collateral has been and continues to be adversely affected. The impact on the Company has been an elevated level of impaired loans, an associated increase in ~~provisioning~~the provision for loan losses expense and charge-offs for the Company leading to a decrease in net income. The local and regional economy also has a direct impact on the volume of bank deposits.

On June 26, 2009, the Company completed a transaction with the United States Treasury Department (the “Treasury”) under the Troubled Asset Relief Program Capital Purchase Program (the “TARP CPP”). The Company issued 17,388 shares of its Series UST, Cumulative Perpetual Preferred Stock. In addition, the Treasury received a warrant to purchase 522 shares of the Company’s Series UST/W, Cumulative Perpetual Preferred Stock, which was immediately exercised by the Treasury for a nominal exercise price. The Series UST Preferred Stock is a senior cumulative perpetual preferred stock that has a liquidation preference of $1,000 per share, pays cumulative dividends at a rate of 5% per year for the first five years and thereafter at a rate of 9% per year. Dividends are payable quarterly. The Series UST Preferred Stock is generally non-voting. The Series UST/W Preferred Stock is a cumulative perpetual preferred stock that has the same rights, preferences, privileges, voting rights and other terms as the Series UST Preferred Stock, except that dividends will be paid at the rate of 9% per year. The aggregate sales price of the Series UST Preferred Stock and warrant to purchase Series UST/W Preferred Stock was $17,388,000. The securities offered and sold in the TARP CPP transaction were not registered under the Securities Act of 1933 in reliance upon the exemption provided under Section 4(2) of that Act for transactions not involving any public offering.

~~The~~On ~~subsidiary~~September ~~Bank~~29, ~~represents~~2010, the ~~primary~~Company ~~assets~~closed ofa transaction whereby the ~~Company. On~~Treasury ~~September~~exchanged 30its 17,910 ~~2011~~shares of Fixed Rate Cumulative Perpetual Preferred Stock, ~~First~~Series ~~Security~~UST ~~Bank~~and ~~had~~Series ~~approximately~~UST/W ~~$514.3~~for ~~million~~17,910 inshares ~~assets~~of ~~compared~~a tonew ~~$508.2~~series ~~million~~of atpreferred ~~September~~stock 30designated Fixed Rate Cumulative Perpetual Preferred Stock, ~~2010. Loans~~Series ~~decreased~~CD to(the ~~$237~~“CDCI Preferred Shares”).5 As ~~million~~a atresult ~~September~~of ~~30,~~the ~~2011~~Exchange, ~~from~~the ~~$253.7~~Company ~~million~~is atno ~~September~~longer ~~30,~~participating ~~2010. Deposits~~in ~~increased~~the TARP Capital Purchase Program being administered by $7Treasury and is now participating in Treasury’s TARP Community Development Capital Initiative (the “CDFI”).8 In ~~million~~comparison ~~from~~with ~~September~~the 30rates required by the TARP CPP, ~~2010~~the CDCI Preferred Shares entitle the holder to ~~September~~an 30annual dividend of 2% of the liquidation value of the shares, ~~2011~~payable quarterly in arrears, for a ~~total~~period of ~~$422.6~~eight ~~million~~years or until repayment of the principal, whichever expires first. ~~For~~If the ~~nine~~principal ~~months~~remains ~~ended~~outstanding ~~September~~at ~~30,~~the ~~2011~~end of eight years, ~~and~~the ~~September~~annual 30dividend rate will rise to 9%. In addition, ~~2010~~if the Company fails to retain its certification as a Community Development Financial Institution, the ~~Bank~~annual ~~reported~~rate ~~net~~will ~~income~~be of5% ~~approximately~~when ~~$1.6~~noncompliance exceeds 180 days and $29% for noncompliance exceeding 270 days.2 Certification ~~respectively~~requires the Company to have a primary mission of promoting community development in targeted areas with a goal to serve the “un-served” markets.

The subsidiary Bank represents the primary assets of the Company. On March 31, 2012, First Security Bank had approximately $526.4 million in assets compared to $523.3 million at March 31, 2011. Loans decreased to $225.4 million at March 31, 2012, from $240.0 million at March 31, 2011. Deposits increased by $5.2 million from March 31, 2011 to March 31, 2012, for a total of $439.7 million. For the three months ended March 31, 2012, and March 31, 2011, the Bank reported net income of approximately $860,018 and $744,062, respectively.

CHANGES IN FINANCIAL CONDITION

The cash and cash equivalents of $2822.40 million at ~~September~~March 3031, ~~2011~~2012, reflected an increase of $131.1 million from the cash position of $1520.39 million at December 31, ~~2010~~2011. This increase is attributed to a ~~normal~~seasonal fluctuation in 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 Company.

The earning assets at December 31, ~~2010~~2011, were $~~420~~417.08 million and at ~~September~~March 3031, ~~2011~~2012, were $~~436~~435.24 million. The ~~increase~~ decrease is attributable to ~~the~~a ~~growth~~decrease in ~~short-term~~loan ~~investments such as fed funds sold and growth in investment securities~~volume. The premises and equipment, net of accumulated depreciation, at ~~September~~March 3031, ~~2011~~2012, totaled approximately $22.72 million – reflecting a decrease of $~~208~~231 thousand for the first ~~nine~~three months in ~~2011~~2012. Investment securities were $~~177~~187.6 0 million at ~~September~~March 3031, ~~2011~~2012. Other assets were $2.85 million at ~~September~~March 3031, ~~2011~~2012 and $32.64 million at December 31, ~~2010~~2011.

Deposit liabilities of $~~421~~438.04 million at ~~September~~March 3031, ~~2011~~2012, reflected an increase of $1229.37 million from the $408.7 million at December 31, ~~2010~~2011. The fluctuation in deposits during the first ~~nine~~three months is attributable to a normal seasonal increase and also to an increase in public funds. An increase 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. ~~Due~~Through to the ~~increase~~retention inof deposits and the return of maturing investment securities, the need for short-term funding was eliminated at ~~September~~March 3031, ~~2011~~2012.

The net unrealized gain on available-for-sale securities reflected in accumulated other comprehensive income in shareholders’ equity at December 31, ~~2010~~2011, was $1.2.4 million. At ~~September~~March 3031, ~~2011~~2012, accumulated other comprehensive income reflected a net unrealized gain on available-for-sale securities of $2.72 million. The change over these reporting periods reflects the nature of the market. The changes in the market affected accumulated other comprehensive income with a net after tax ~~increase~~decrease of $~~1.5~~170 ~~million~~thousand for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, and a $~~1.1~~295 ~~million~~thousand increase for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011.

The consolidated statements of cash flows summarize the changes in the financial condition of the Company. The following identify some of the changes for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012: purchase of available-for-sale securities totaling $28.2 million and purchases of held-to-maturity securities totaling $816.30 million; maturities, calls and pay-downs of securities of available-for-sale securities totaling $597.51 million; ~~sales~~and ~~of securities of~~ $412.92 million, in held-to-maturity securities; an increase of $1229.37 million in deposits; and aan ~~decrease~~increase of $~~12.0~~8 million in federal funds sold.

PROVISION AND ALLOWANCE FOR LOAN LOSSES

The Company has developed policies and procedures for evaluating the overall quality of its credit portfolio and the timely identification of potential problem loans. On a quarterly basis, the Company’s Board of Directors reviews and approves the appropriate level for the Company’s allowance for loan losses based upon management’s recommendations, the results of the internal monitoring and reporting system, and an analysis of economic conditions in its market. The Company has implemented an improved loan review program, which includes an internal loan review officer position and the engagement of an external loan review firm and the establishment of a new system for tracking borrower financial statements and the structure of our watch reports.

Additions to the allowance for loan losses, which are expensed through the provision for loan losses on the Company’s income statement, are made periodically to maintain the allowance at an appropriate level based on management’s analysis of the estimated losses inherent in the loan portfolio. Loan losses and recoveries are charged or credited directly to the allowance. The amount of the provision is a function of the level of loans outstanding, the level of non-performing loans, historical loan loss experience, the amount of loan losses actually charged against the allowance during a given period, and current and anticipated economic conditions.

The Company’s allowance for loan losses is based upon judgments and assumptions about risk elements in the portfolio, trends in past due loans and charge offs, local and national economic conditions, and other factors affecting borrowers. The determination of the appropriate allowance for loan losses includes identification and analysis of loss potential in various portfolio segments utilizing a credit risk grading process and historical loss factors and specific reviews and evaluations of significant problem credits. An appropriate allowance for loan losses covers estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of the loan and lease portfolio. However, there is no precise method of estimating credit losses, since any estimate of loan losses is necessarily subjective. If charge-offs in future periods increase, we may be required to increase our provision for loan losses, which would decrease our net income and possibly our capital.

In addition, the ~~current~~ downturn in the real estate market has resulted in an increase in loan delinquencies, defaults and foreclosures, and we believe these trends are likely to continue. In some cases, this downturn has resulted in a significant impairment to the value of our collateral and the subsidiary Bank’s ability to sell the collateral upon foreclosure, and there is a risk that this trend will continue. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If real estate values continue to decline, it is also more likely that the Bank would be ~~required~~ required to increase the allowance for loan losses. The value of real estate collateral is determined by using a current appraisal. Contrary to any other relevant information an appraisal is considered current if it is less than 12 months old except when economic or market changes have caused values to rise or fall significantly. If a current appraisal is not maintained, the Bank will generally order a new appraisal prior to accepting the property as a result of a deed in lieu of foreclosure or completion of a foreclosure action. Based on present information and an ongoing evaluation, management considers the allowance for loan losses to be adequate to meet presently known and inherent losses in the loan portfolio. Management’s judgment about the adequacy of the allowance is based upon a number of assumptions and estimates which it believes to be reasonable but which may or may not be accurate. Estimated credit losses means an estimate of the current amount of loans that it is probable the Company will be unable to collect given facts and circumstances as of the evaluation date. Thus, estimated credit losses represent net charge-offs that are likely to be realized for a loan or group of loans. Accordingly, there can be no assurance that charge-offs in future periods will not exceed the allowance for loan losses or that additional increases in the allowance for loan losses will not be required, especially considering the overall weakness in the commercial real estate market in our market areas. The Company does not allocate the allowance for loan losses to specific categories of loans but evaluates the adequacy on an overall portfolio basis utilizing a risk grading system.

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 8.3678%; Agricultural 21.4925%; Real Estate 8081.08%; Consumer 8.6241% and Other .4548%. The major components of the real estate loans are 24.9084% for construction and land development property, 86.3143% for farmland, 3839.2119% for first liens on 1-4 family residential property, .38% for multi-family property and 2829.1217% for nonfarm and nonresidential property.

At ~~September~~March 3031, ~~2011~~2012, the subsidiary Bank had loans past due as follows:

	(in thousands)
Past due 30 days through 89 days	$ 63,~~080~~802
Past due 90 days or more and still accruing	$ ~~119~~3

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 ~~September~~March 3031, ~~2011~~2012, totaled $65.25 million. Any other real estate owned is carried at lower of cost or current appraised value less cost to dispose. Other real estate at ~~September~~March 3031, ~~2011~~2012, totaled $2324.95 million. 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$987 ~~additions~~thousand toin restructured loans ~~identified~~ as ~~restructured~~of ~~during~~March ~~the~~31, ~~third quarter of 2011~~2012.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, the Company experienced $~~3.4~~571 ~~million~~thousand in charge-offs of loans and $~~472~~315 thousand in recoveries of loans for a net decrease effect to the allowance for loan losses of $~~3.0~~256 ~~million~~thousand. The net charge-offs represent 1.2111% of average loans. Of the $~~3.4~~571 ~~million~~thousand charge to the allowance for loan losses, the breakdown, per ~~major~~ loan category, is: ~~56.44~~33% for construction and land development; ~~23.96~~9% for 1-4 family residential loans; ~~1.80~~4% for commercial loans and ~~16.42~~32% for consumer loans. ~~Other~~Consumer ~~consumer~~ loan collections of $~~361~~182 thousand represent the major component of the $~~472~~315 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~~March 3031, ~~2011~~2012, substantiate 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 ensure rate flexibility and to meet loan funding and liquidity needs.

The financial status at ~~September~~March 3031, ~~2011~~2012, reflects a net interest margin of 3.~~55%~~412. This ratio is consistent with prior periods and represents the continuing effort of management in managing the rates and the funding. At ~~September~~March 3031, ~~2011~~2012, the regulatory liquidity ratio of 4640.9457% is well within the Bank’s policy requirement of a minimum liquidity ratio of 15%. In addition, the core deposits represent 6779.0645% of total assets and temporary investments represent 1718.2103% of total assets and volatile liabilities represent 13.4486% of total assets.

AsThe ~~stated~~company’s ~~earlier,~~participation in the ~~Company~~United ~~received~~States ~~$17.388 million from the~~ Treasury’s ~~through participation in the~~ Capital Purchase Program (CPP)~~. This~~ ~~participation~~ contributed to the excellent liquidity status reflected in the ratios listed below. The CPP funds were invested at ~~September~~March 3031, ~~2011~~2012 in short-term products in anticipation of a recovery in the market.

At ~~September~~March 3031, ~~2011~~2012, the tools to meet funding needs are the secured and unsecured lines of credit with the correspondent banks totaling $28.5 million (to borrow federal funds) and a line of credit with the Federal Home Loan Bank of $79.0 million. At March 31, 2012, the Company had available (unused) lines of credit of approximately $87.4 million.

line of credit with the Federal Home Loan Bank of $91.4 million. In addition, a seasonal line of credit of $4 million with the Federal Reserve Bank exists for June through December of 2011. At September 30, 2011, the Company had available (unused) lines of credit of approximately $99.4 million.

CAPITAL RESOURCES

Total consolidated equity capital at ~~September~~March 3031, ~~2011~~2012, was $74.51 million or approximately 1413.1474% of total assets. The main source of capital for the Company 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. The Company and the Bank have adequate capital positions as of ~~September~~March 3031, ~~2011~~2012, as reflected below:

	Company	Bank
Risk-Based Capital Ratio	Ratio	Ratio	Requirements
Total Capital	2223.7002%	1819.6306%	8%
Tier 1 Capital	21.4579%	17.4192%	4%
Leverage Capital	12.9784%	10.3640%	4%

RESULTS OF OPERATIONS – QUARTERLY

The consolidated net income for the Company for the three months ended September 30, 2011, was $311 thousand which was a $19 thousand increase from the same period in 2010.

Interest income decreased to $4.8 million for the three months ended September 30, 2011 which was a $258 thousand decrease from the $5.0 million for the three months ended September 30, 2010. Other Income for the three months ended September 30, 2011, was $1.6 million reflecting a $123 thousand decrease from the three months ended September 30, 2010.

Interest expense reflects a decrease of $341 thousand to $719 thousand for the three months ended September 30, 2011, from $1.1 million for the same period in 2010. The decrease in interest expense can be attributed to the pricing of the deposit accounts in a decreasing rate environment and volatile market. Other expenses for the three months ended September 30, 2011, reveal a decrease of $835 thousand from the same period in 2010. During the period in 2010, a cumulative adjustment was made in the accrual of employee benefits resulting in a lower cost for that time frame compared to 2011. The other major component in the net decrease is the write down of other real estate. For the three months ended September 30, 2010, the write down of other real estate totaled $1.2 million. The write down of other real estate totaled $252 thousand for the same period in 2011.

The loan loss provision of $1.1 million for the period ending September 30, 2011 is attributed to the evaluation of the quality of the loan portfolio and the quarterly analysis of the allowance for loan losses, which determine the requirements for and the adequacy of the provision. In addition, this provision resulted in an increase from the same period in 2010 of $690 thousand.

RESULTS OF OPERATIONS – YEAR-TO-DATE

The consolidated net income for the Company for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, was $~~1.4~~832 ~~million~~thousand which reflects aan ~~decrease~~increase of $~~245~~204 thousand in consolidated net income for the same period in ~~2010~~2011. The ~~decrease~~increase in the consolidated net income can be attributed mainly to ana ~~increase~~decrease in ~~the~~ provision for loan losses.

Interest income decreased to $144.15 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, indicating a decrease of $~~808~~162 thousand from the $144.96 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011. The decrease in interest income signifies the management decision to decrease the rate pricing of the loan products. This decision was stimulated by current market conditions.

Interest expense reflects a decrease of $~~896~~169 thousand for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, from $~~3.2~~779 ~~million~~thousand for the same period in ~~2010~~2011. The decrease in interest expense can be attributed to the low-rate ~~rates~~environment that existed during the period ended ~~September~~March 3031, ~~2011~~2012.

The ~~increase~~decrease in the provision for loan losses of $~~1.3~~378 ~~million~~thousand is attributed to the ~~evaluation~~normal ~~of the quality of the loan portfolio and the~~ quarterly analysis of the allowance for loan losses, which ~~determine~~determines the requirements for and the adequacy of the provision.

Non-interest income for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, was $5.1.5 million, which is ana ~~increase~~slight decrease of $~~319~~85 thousand from the income for the same period in ~~2010~~2011. The service charges on deposit accounts, for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, and ~~September~~March 3031, ~~2010~~2011, were $~~3.1~~979 ~~million~~thousand and $~~3.3~~971 million, respectively.

Other expenses, consisting primarily of salaries, employee benefits and occupancy expense, for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, ~~reveal~~decreased a$42 ~~decrease~~thousand, ofor ~~$565~~.95%, ~~thousand~~from the same period in 2011. Salaries and employee benefits of $72.76 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, represent the largest component of other expenses~~. The~~ ~~2011~~and ~~period~~the ~~reflects~~small an increase ~~compared~~represents toa ~~the~~conservative ~~2010~~response ~~period. The difference is attributable~~ to the ~~2010~~2011 ~~period~~Bank ~~having~~performance anand ~~accrual~~to ~~adjustment~~the ofcurrent ~~employee benefits resulting in a lower cost for that time frame~~economy.

Income tax ~~benefit~~provision of $55103 thousand for the ~~nine~~three months ended ~~September~~March 3031, ~~2011~~2012, reflects aan ~~decrease~~increase of $~~127~~139 thousand ~~in income tax expense~~ from the same period in ~~2010~~2011. ~~The decrease is a direct result from the decrease in taxable income due to tax-exempt interest income.~~

RECENT ACCOUNTING PRONOUNCEMENTS

InASU ~~April~~ 2011-11, ~~the~~Balance ~~FASB~~Sheet ~~issued~~(Topic ~~ASU~~210) ~~No. 2011~~-~~03,~~ “~~Reconsideration~~Disclosures ofabout ~~Effective~~Offsetting ~~Control~~Assets ofand ~~Repurchase Agreements~~Liabilities.” ~~This~~ ~~guidance~~ASU ~~(ASC~~2011-11 amends Topic ~~860~~210, ~~Transfers~~Balance ~~and~~Sheet, ~~Servicing)~~to ~~eliminates~~require aan ~~requirement~~entity ~~for entities~~ to ~~consider~~disclose ~~whether~~both agross ~~transferor~~and ~~has~~net ~~the~~information ~~ability~~about tofinancial ~~repurchase~~instruments, ~~the~~such ~~financial~~as ~~assets~~sales inand a repurchase ~~agreement.~~agreements ~~This~~and ~~requirement~~reverse ~~was~~sale ~~previously~~and ~~used~~repurchase toagreements ~~determine~~and ~~whether~~securities ~~the~~borrowing/lending ~~transferor~~arrangements, ~~maintained~~and ~~effective~~derivative ~~control. The~~instruments ~~change~~that ~~could~~are ~~lead~~eligible tofor ~~more~~offset ~~conclusions~~in ~~that~~the astatement ~~repo~~of ~~arrangement~~financial ~~should~~position beand/or ~~accounted~~subject ~~for~~to as a ~~secured~~master ~~borrowing~~netting ~~rather~~arrangement ~~than~~or assimilar ~~a sale~~agreement. ASU 2011-0311 is effective for ~~the~~annual ~~first~~and interim ~~period~~periods beginning on January or1, ~~after~~2013, ~~December~~and ~~15,~~is ~~2011. The~~not ~~Company~~expected isto ~~currently~~have ~~evaluating~~a significant impact on the ~~effects,~~Company’s ifconsolidated ~~any~~financial position, results of ~~this~~operation, ~~guidance~~cash onflows, ~~its~~or ~~financial statements~~disclosures.

InASU ~~May~~ 2011,-12 ~~the~~Comprehensive ~~FASB~~Income ~~issued~~(Topic ~~ASU~~220) ~~2011~~-~~04,~~ “Deferral of the Effective Date for Amendments to ~~Achieve~~the ~~Common~~Presentation ~~Fair~~of ~~Value~~Reclassifications ~~Measurement~~of ~~and~~Items ~~Disclosure~~Out ~~Requirements~~of Accumulated Other Comprehensive Income in ~~U.S.~~Accounting ~~GAAP~~Standards ~~and~~Update ~~IFRS~~No. 2011-05.” ~~This~~ ASU is2011-12 defers changes in ASU No. 2011-05 that relate to the ~~result~~presentation of ~~joint~~reclassification ~~efforts~~adjustments byto allow the FASB ~~and~~time to re-deliberate whether to require presentation of such adjustments on the ~~International~~face ~~Accounting~~of ~~Standards~~the ~~Board~~financial ~~(“IASB”)~~statements to ~~develop~~show athe ~~single,~~effects ~~converged~~of ~~fair~~reclassifications ~~value~~out ~~framework~~of onaccumulated ~~how~~other ~~(not~~comprehensive ~~when)~~income toon ~~measure~~the ~~fair~~components ~~value~~of net income and ~~what~~other ~~disclosures~~comprehensive ~~about~~income. ~~fair~~ASU ~~value~~2011-12 ~~measurements~~allows ~~are~~entities ~~required. This~~to continue ~~ASU~~to isreport ~~largely~~reclassifications ~~consistent~~out ~~with~~of ~~existing~~accumulated ~~fair~~other ~~value~~comprehensive ~~measurement~~income ~~principles~~consistent inwith ~~U.S.~~the ~~GAAP~~presentation ~~(ASC~~requirements ~~Topic~~in ~~820,~~effect ~~Fair~~before ~~Value~~ASU ~~Measurement)~~No. It ~~does~~2011-05. ~~expand~~All ~~existing~~other ~~disclosure~~ requirements ~~for~~in ~~fair~~ASU ~~value measurements~~No. ~~and~~2011-05 ~~eliminates~~are ~~unnecessary~~not ~~wording~~affected ~~differences~~by ~~between~~ASU UNo.S. ~~GAAP and IFRS~~2011-12. ASU 2011-0412 is effective for annual and interim periods beginning after December 15, 2011. ~~The~~ ~~Company~~In isconnection ~~currently~~with ~~evaluating~~the adoption of ASU No. 2011-12, in the ~~effects~~first quarter of ~~this~~2012, ~~guidance~~the oncompany ~~its~~presented ~~financial~~condensed ~~statement~~consolidated ~~disclosures~~statements of other comprehensive income in the accompanying financial statements.

In June 2011, the FASB issued ASU 2011-05, “Presentation of Comprehensive Income.” This guidance (ASC Topic 220, Comprehensive Income) revises the manner in which entities present comprehensive income in their financial statements. It requires entities to report components in either a continuous statement of comprehensive income or in two separate but consecutive statements. The items that must be reported in other comprehensive income do not change. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The Company is currently evaluating the effects of this guidance on its financial statements.

In September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment.” This guidance (ASC Topic 220, Intangibles-Goodwill and Other) gives entities testing goodwill for impairment the option of performing a qualitative assessment before calculating the fair value of a reporting unit in step 1 of the goodwill impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not less than the carrying amount, the two-step impairment test would be required. Otherwise, further testing would not be needed. ASU 2011-08 is effective for all entities for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. The Company is currently evaluating the effects of this guidance on its financial statements.

ITEM NO. 3

QUANTITIVE 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, ~~2010~~2011, 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 Company’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 a 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 operations.

ITEM NO. 1A RISK FACTORS

There are no material changes to the Company’s risk factors from what was previously disclosedin the Annual Report on Form 10-K for the year ended December 31, ~~2010~~2011.

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

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 ~~September~~March 3031, ~~2011~~2012.

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	Connie Woods Hawkins
President and Chief Executive Officer	Executive Vice-President, Cashier
	and Chief Financial Officer
DATE: November 9, 2011	DATE: November 9, 2011
DATE: May 10, 2012	DATE: May 10, 2012

Filing Compare · SECURITY CAPITAL CORP/MS