UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2000.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to________.
1-7921
-------------------------------------------------------------------------
(Commission file number)
SECURITY CAPITAL CORPORATION
-------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3003070
- ---------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employee Identification No.)
Incorporation or organization)
ONE PICKWICK PLAZA, SUITE 310, GREENWICH, CT. 06830
-------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
(203) 625-0770
-------------------------------------------------------------------------
(Registrant's telephone number, including area code)
N.A.
--------------------------------------------------------------------------
(Former address, if changed since last report)
Indicate by check mark whether the registrant (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 3 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. Yes X No _.
As of May 12, 2000, there were 6,442,309 outstanding shares of Class A
Common Stock, par value $ .01, and 380 outstanding shares of Common Stock, par
value $ .01, of the registrant.
<PAGE>
TABLE OF CONTENTS
PAGE
----
Part I Financial Information
Item 1. Consolidated Financial Statements
Consolidated Statements of Operations .......................... 1
Consolidated Balance Sheets .................................... 2
Consolidated Statements of Cash Flows .......................... 3
Notes to the Consolidated Financial Statements ................. 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ......................... 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk ..... 9
Part II Other Information
Item 5. Other Information .............................................. 9
Item 6. Exhibits and Reports on Form 8-K ............................... 9
<PAGE>
Security Capital Corporation and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
FOR THE THREE MONTHS
ENDED MARCH 31,
- --------------------------------------------------------------------------------
2000 1999
- --------------------------------------------------------------------------------
(In thousands, except per share amounts)
Revenues:
Net seasonal products sales ................ $ 3,070 $ 3,335
Educational services revenues .............. 1,678 --
- --------------------------------------------------------------------------------
Total revenues ................................ 4,748 3,335
- --------------------------------------------------------------------------------
Cost of revenues:
Seasonal products cost of sales ............ 1,611 1,750
Educational services cost of sales ......... 369 --
- --------------------------------------------------------------------------------
Total cost of revenues ........................ 1,980 1,750
- --------------------------------------------------------------------------------
Gross profit .................................. 2,768 1,585
- --------------------------------------------------------------------------------
Selling, general and administrative ........... 2,837 2,153
Depreciation and amortization ................. 591 278
- --------------------------------------------------------------------------------
Operating loss ................................ (660) (846)
Interest expense .............................. (680) (339)
Other income .................................. 112 216
- --------------------------------------------------------------------------------
Income (loss) before income tax benefit and
minority interest ........................... (1,228) (969)
Income taxes benefit .......................... 490 92
Minority interest share of net loss ........... 134 92
- --------------------------------------------------------------------------------
Net loss ...................................... (604) (785)
- --------------------------------------------------------------------------------
Less preferred stock accretion ................ (74) --
- --------------------------------------------------------------------------------
Net loss available to common stockholders ..... $ (678) $ (785)
- --------------------------------------------------------------------------------
Earnings (loss) per share:
Basic ......................................... $ (0.11) $ (0.15)
Diluted ....................................... $ (0.11) $ (0.15)
- --------------------------------------------------------------------------------
Basic and diluted weighted average shares
outstanding ................................. 6,442 5,306
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
1
<PAGE>
Security Capital Corporation and Subsidiaries
Consolidated Balance Sheets
- --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
(Unaudited)
- --------------------------------------------------------------------------------
ASSETS (In thousands, except share and per share amounts)
Current assets:
Cash and cash equivalents ..................... $ 1,371 $ 1,813
Accounts receivable (net of allowance
for doubtful accounts of $112 and $213) .... 3,815 4,982
Inventory ..................................... 4,971 4,193
Deferred tax asset ............................ 263 287
Other current assets .......................... 1,075 946
-------- --------
Total current assets .......................... 11,495 12,221
Property and equipment (net of
accumulated depreciation of $552 and $478) . 1,833 1,781
Goodwill and intangible assets (net of
accumulated amortization of $4,377
and $3,285) ................................ 38,304 38,841
Deferred tax asset ............................ 2,245 1,875
Other assets .................................. 373 602
- --------------------------------------------------------------------------------
Total assets .................................. $ 54,250 $ 55,320
- --------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt ............. $ 3,681 $ 3,617
Accounts payable .............................. 1,151 891
Accrued expenses and other liabilities ........ 675 966
Unearned revenue .............................. 1,951 1,631
Notes payable ................................. 1,700 1,250
-------- --------
Total current liabilities ..................... 9,158 8,355
Long-term debt ................................ 16,288 17,304
Other long-term obligations ................... 2,445 2,566
- --------------------------------------------------------------------------------
Total liabilities ............................. 27,891 28,225
- --------------------------------------------------------------------------------
Minority interest ............................. 1,083 1,217
- --------------------------------------------------------------------------------
Redeemable preferred stock (liquidation
value - $5,000) ............................ 2,280 2,206
- --------------------------------------------------------------------------------
Common stock, $.01 par value, 7,500 shares
authorized, 539 shares issued; 380
shares outstanding
Class A common stock, $.01 par value,
10,000,000 shares authorized; 6,760,725
shares issued, 6,442,309
shares outstanding ......................... 68 68
Additional paid-in capital .................... 72,229 72,302
Accumulated deficit ........................... (44,086) (43,483)
Less: treasury stock, at cost, 318,575
shares ..................................... (5,215) (5,215)
- --------------------------------------------------------------------------------
Total stockholders' equity .................... 22,996 23,672
- --------------------------------------------------------------------------------
Total liabilities and stockholders'
equity ..................................... $ 54,250 $ 55,320
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
Security Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
FOR THE THREE MONTHS ENDED
MARCH 31,
- --------------------------------------------------------------------------------
2000 1999
- --------------------------------------------------------------------------------
(In thousands)
Cash flows from operating activities:
Net loss ........................................ $ (604) $ (785)
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Deferred taxes ............................... 346 --
Warrant obligation adjustment................. (115) (183)
Depreciation and amortization ................ 683 278
Minority interest in income of
consolidated subsidiaries ................. (134) (92)
Changes in operating assets and
liabilities, net of effects from
acquired business:
(Increase) decrease in
accounts receivable ...................... 1,179 562
(Increase) decrease in
inventories .............................. (779) (1,106)
(Increase) decrease in other
current assets ........................... 89 450
Increase (decrease) in accounts
payable and accrued expenses ............. 286 59
- --------------------------------------------------------------------------------
Net cash provided by (used in)
operating activities ......................... 259 (1,717)
- --------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures ......................... (143) (75)
- --------------------------------------------------------------------------------
Net cash used in investing activities ........... (143) (75)
- --------------------------------------------------------------------------------
Cash flows from financing activities:
Repayment of long-term borrowings ............ (1,008) (648)
Borrowing on lines of credit, net ............ 1,200 1,650
Repayment of lines of credit ................. (750) --
- --------------------------------------------------------------------------------
Net cash (used in) provided by
financing activities ......................... (558) 1,002
- --------------------------------------------------------------------------------
Decrease in cash and cash equivalents ........... (442) (790)
Cash and cash equivalents, beginning
of period .................................... 1,813 9,133
- --------------------------------------------------------------------------------
Cash and cash equivalents, end of
period ....................................... $ 1,371 $ 8,343
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these consolidated financial
statements
3
<PAGE>
Security Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
- --------------------------------------------------------------------------------
(1) Financial Statements
- --------------------------------------------------------------------------------
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial statements
and the instructions for Form 10-Q. The interim financial statements are
unaudited. In the opinion of management, all adjustments (which consist only of
normal recurring adjustments) necessary to present fairly the financial position
and results of operations for the interim periods presented have been made. It
is suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and the notes thereto
included in the latest Annual Report of Security Capital on Form 10-K. Certain
prior period amounts have been reclassified to conform with current period
classifications.
- --------------------------------------------------------------------------------
(2) Organization And Description of Business
- --------------------------------------------------------------------------------
Security Capital Corporation ("Security Capital") operates as a financial buyer
of established companies as portfolio investments. Primarily, Security Capital
participates in the management of its portfolio companies at the board level,
and encourages operating autonomy and preservation of entrepreneurial
environments. Currently, Security Capital has three portfolio subsidiary
activities (together with Security Capital, referred to as the "Company"), known
as Primrose, Pumpkin and Possible Dreams. Primrose is a 98%-owned subsidiary
involved in the franchising of educational child care centers, with related
activities in real estate consulting and site selection services. Primrose also
operates one child care center. Primrose is primarily based in the southern,
central and western sections of the United States. Pumpkin is an 80%-owned
subsidiary in the business of manufacturing and distributing pumpkin and
watermelon carving kits and related accessories, as well as sidewalk chalk.
Pumpkin's activities are centered in the United States. Possible Dreams is a
90%-owned subsidiary that operates as an importer, designer, and distributor of
collectible Christmas figurines and ornaments and, to a lesser extent, religious
articles, primarily in the United States.
- --------------------------------------------------------------------------------
(3) Inventories
- --------------------------------------------------------------------------------
- --------------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
- --------------------------------------------------
(In thousands)
Finished goods ...... $3,899 $ 782
Raw materials ....... 1,072 3,411
- --------------------------------------------------
Total ............... $4,971 $4,193
- --------------------------------------------------
4
<PAGE>
- ---------------------------------------------------------------------------
(4) Other Income (Expense)
- ---------------------------------------------------------------------------
- ------------------------------------------------------
FOR THE THREE MONTHS ENDED
MARCH 31,
2000 1999
- ------------------------------------------------------
(In thousands)
Interest income .............. $ 2 $ 18
Warrant obligation adjustment. 115 183
Other ........................ (5) 15
- ------------------------------------------------------
Total ........................ $112 $216
- ------------------------------------------------------
- -----------------------------------------------------------------------------
(5) Acquisition of Primrose
- -----------------------------------------------------------------------------
On April 6, 1999, the Company acquired 98% of the outstanding shares of common
stock of Primrose from Paul L. Erwin and The Paul L. Erwin Grantor Retained
Annuity Trust (the "Primrose Acquisition").
The following unaudited pro forma financial information presents the combined
results of the Company and Primrose as if the Primrose Acquisition had taken
place on January 1, 1999. The pro forma amounts give effect to certain
adjustments, including the amortization of goodwill and intangibles, increased
interest expense and income tax effects. This pro forma information does not
necessarily reflect the results of operations as they would have been if the
business had been managed by the Company during this period and is not
indicative of results that may be obtained in the future:
- --------------------------------------------------------------------------------
FOR THE THREE MONTHS
ENDED MARCH 31,
- --------------------------------------------------------------------------------
1999
- --------------------------------------------------------------------------------
(In thousands)
Pro-Forma:
Revenues ....................... $ 6,418
Net loss
Earnings (loss) per common share $ (723)
Basic ....................... $ (0.14)
Diluted ..................... $ (0.14)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(6) Earnings Per Share
- --------------------------------------------------------------------------------
At March 31, 2000, 500,000 shares of zero coupon redeemable convertible
preferred shares, which were convertible into 500,000 common shares, were
excluded from the computation of diluted earnings per share ("EPS") because
their inclusion would have had an antidilutive effect on EPS. In addition,
subsidiary options and warrants were also excluded from the computation of
diluted EPS for the three month periods ended March 31, 2000 and 1999, because
their inclusion would have had an antidilutive effect on consolidated EPS.
5
<PAGE>
- -----------------------------------------------------------------------------
(7) Segment Disclosure
- -----------------------------------------------------------------------------
The Company has an educational services segment and a seasonal products segment.
The educational services segment consists of Primrose, and the seasonal products
segment consists of the Company's activities principally in the design, import
and manufacture of Halloween and Christmas products. Management evaluates the
performance of its segments based upon adjusted EBITDA, defined for the purposes
of the segment disclosures as earnings before interest, taxes, depreciation,
amortization, minority interest expense, management fees and non-recurring
charges or gains.
- --------------------------------------------------------------------------------
FOR THE THREE
MONTHS ENDED
MARCH 31,
- --------------------------------------------------------------------------------
2000 1999
- --------------------------------------------------------------------------------
(In thousands)
Revenues from external customers:
Educational services ......................... $ 1,678 $ --
Seasonal products ............................ 3,070 3,335
- --------------------------------------------------------------------------------
Total revenues ............................... $ 4,748 $ 3,335
- --------------------------------------------------------------------------------
Segment income:
Educational services ......................... $ 815 $ --
Seasonal products ............................ (669) (392)
- --------------------------------------------------------------------------------
Total segment income ......................... 146 (392)
- --------------------------------------------------------------------------------
Reconciliation to net income loss:
Depreciation and amortization
expense ................................ (591) (278)
Interest expense .......................... (680) (339)
Income tax benefit ........................ 490 92
Minority interest expense ................. 134 92
Management fees ........................... (166) (108)
Other income .............................. 112 216
Corporate & other expense ................. (49) (68)
- --------------------------------------------------------------------------------
Net loss ..................................... $ (604) $ (785)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
2000 1999
- --------------------------------------------------------------------------------
(In thousands)
Segment assets:
Educational services .................. $29,245 $29,303
Seasonal products ..................... 22,524 23,850
Corporate & other ........................ 2,481 2,167
- --------------------------------------------------------------------------------
Total assets ............................. $54,250 $55,320
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(8) Income Taxes
- --------------------------------------------------------------------------------
The Company has recorded income tax benefits of 40% and 10% for the three month
periods ended March 31, 2000 and 1999, respectively. For the three month period
ended March 31, 1999 the Company recorded its tax benefit based upon projected
changes in its valuation allowance. The company continues to reevaluate its
valuation allowance applied to its net operating loss carry-forwards based upon
current developments of its operations.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements of the Company and the related notes thereto appearing elsewhere in
this Report on Form 10-Q. Additional information concerning factors that could
cause results to differ materially from those forward-looking statements is
contained under "Part II -- Item 5. Other Information."
RESULTS OF OPERATIONS
Security Capital reported a net loss of $604,000 and $785,000 for the three
month periods ended March 31, 2000 and 1999, respectively. The Company reported
basic and diluted net loss per common share of $0.11 and $0.15 for the three
month periods ended March 31, 2000 and 1999, respectively.
Revenues increased by $1,413,000, or 42%, to $4,748,000 for the three month
period ended March 31, 2000, as compared to the same period of the prior year.
Without taking into consideration the Primrose Acquisition of the educational
services segment, Primrose, in April 1999, revenues decreased by $265,000, or
8%, for the three month period March 31, 2000, as compared to the same period of
the prior year. The decrease was primarily attributable to the timing of orders
and shipments of the Company's seasonal products segment during the first
quarter of 2000, which is that segment's traditionally slowest quarter.
Educational services segment revenues were $1,678,000 for the three month period
ended March 31, 2000. As a measure of the increasing success of the educational
services segment's concept, the Company monitors the revenues generated by its
franchisees. Total educational system revenues, or gross revenues of all
educational based child care center franchisee's increased $3,840,000, or 28%,
to $17,455,000 for the three month period ended March 31, 2000, as compared to
the historical pre-acquisition records of the system for the same period of the
prior year. Total royalty revenues earned from the educational services segment
system increased $266,000, or 28%, to $1,202,000 for the three month period
ended March 31, 2000, as compared to the historical pre-acquisition records of
the educational services segment for the same period of the prior year. These
increases were generated from a 17% increase in the number of educational based
childcare centers, which was 76 and 65 as of March 31, 2000 and 1999,
respectively. As of March 31, 2000, this segment awarded 37 franchise agreements
in its development process with associated unearned revenues of $1,951,000
recorded on the balance sheet.
Selling, general and administrative expenses increased by $684,000 to $2,837,000
for the three month period ended March 31, 2000, as compared to the same period
of the prior year. Without taking into consideration the acquisition of the
educational services segment, selling, general and administrative expenses
increased by $140,000 for the three month period ended March 31, 2000, as
compared to the same period of the prior year. This increase was primarily due
to the seasonal products segment increasing its staff to accommodate growth and
the development of new products.
Depreciation and amortization increased by $313,000 for the three month period
ended March 31, 2000, as compared to the same period of the prior year. Without
taking into consideration the acquisition of the educational services segment,
depreciation and amortization decreased by $28,000 for the three month period
ended March 31, 2000, as compared to the same period of the prior year.
Interest expense increased by $341,000 for the three month period ended March
31, 2000, as compared to the same period of the prior year. Without taking into
consideration the acquisition of the educational services segment, interest
expense decreased by $16,000 for the three month period ended March 31, 2000, as
compared to the same period of the prior year. This decrease was due to reduced
average debt levels of the seasonal products segment.
The Company has recorded income tax benefits of 40% and 10% for the three month
periods ended March 31, 2000 and 1999, respectively. For the three month period
ended March 31, 1999 the Company recorded its tax benefit based upon projected
changes in its valuation allowance. The company continues to reevaluate its
valuation allowance applied to its net operating loss carry-forwards based upon
current developments of its operations.
7
<PAGE>
SEASONALITY
The seasonal products segment consists of Possible Dreams and Pumpkin. This
segment experiences a significant seasonal pattern in its working capital
requirements and operating results. In 1999, the seasonal products segment
received orders representing approximately 34% and 42% of its annual bookings
during the first and second quarters, respectively. It ships products throughout
the year, with a majority of the shipping from July through November. Temporary
employees are hired to accommodate peak shipping periods. This segment provides
extended payment terms to some of its customers for seasonal merchandise and,
accordingly, collects a substantial portion its accounts receivable in the
fourth quarter. Due to the seasonal pattern, the seasonal products segment has
had greater working capital needs in its peak seasons and has experienced
greater cash availability in the fourth calendar quarter. As a result of this
sales pattern, a substantial portion of its revenues is typically recorded in
the third and fourth calendar quarters. The Company expects this seasonal
pattern to continue for the foreseeable future. The seasonal products segment
has historically financed its operations through internally generated cash flow
and short term seasonal borrowings.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents decreased by $442,000, from $1,813,000 at December 31,
1999 to $1,371,000 at March 31, 2000. The educational services segment increased
its cash and cash equivalents by $125,000 due to its positive cash flow from
increased earnings and deferred revenues received. The seasonal products
segment's cash and cash equivalents decreased by $542,000 due to its need for
working capital during that segment's traditionally slowest period. The
remaining $25,000 decrease was primarily attributable to holding company
corporate activities.
The Company's consolidated working capital decreased by $1,529,000, from
$3,866,000 at December 31, 1999 to $2,337,000 at March 31, 2000. The educational
services segment's working capital decreased by $68,000. The seasonal products
segment's decease in working capital was approximately $1,390,000 and was
primarily due to its results from operations and working capital utilization
during that segment's traditionally slowest quarter. The remaining decrease of
$71,000 was primarily attributable to holding company corporate activities.
The Company's educational services segment maintains a $2,500,000 revolving line
of credit, which had a balance of $500,000 outstanding and $2,000,000 available
at March 31, 2000. The seasonal products segment, in the aggregate, maintains
revolving lines of credit, which had a balance of $1,200,000 outstanding and
$2,821,000 available at March 31, 2000. The low balance was due to this
segment's seasonal pattern. Portions of the revolving lines of credit may be
limited to a borrowing base.
Total term debt, excluding original issue discounts, decreased by $1,008,000,
from $22,074,000 at December 31, 1999 to $21,066,000 at March 31, 2000. Term
debt in the aggregate had an approximate 9.87% average interest rate and current
maturities of $3,681,000 at March 31, 2000. Term debt also has certain covenants
at the subsidiary level, the more significant of which require the subsidiary
operating companies to maintain minimum earnings before interest, taxes,
depreciation and amortization ("EBITDA"), leverage ratio, interest coverage
ratio, fixed charge ratio and maximum lease expense. At March 31, 2000, Possible
Dreams was not in compliance with its minimum EBITDA covenant. However, Possible
Dreams has received a waiver with respect thereto and projects compliance by
June 2000.
The Company had no major capital expenditures during the three month period
ended March 31, 2000 and expects no major capital expenditures during the
remainder of calendar year 2000.
8
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market risk represents the risk of loss that may impact the consolidated
financial position, results of operations or cash flows of the Company. The
Company is exposed to market risk associated with changes in interest rates. The
Company's notes payable and long-term debt bear interest primarily at variable
rates. The Company is subject to increases and decreases in interest expense on
its variable rate debt resulting from fluctuations in the interest rates on such
debt. The effect of a percentage point change in interest rates would have
impacted interest expense by approximately $70,000 for the three month period
ended March 31, 2000.
PART II -- OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
This filing contains "forward-looking" statements within the meaning of the
"safe harbor" provisions of the Private Litigation Reform Act of 1995. Such
statements are based on management's current expectations and are subject to a
number of factors and uncertainties which could cause actual results to differ
materially from those described in the forward looking statements. Such factors
and uncertainties include, but are not limited to: the level of orders that are
received and shipped by the Company in any given quarter, the rescheduling and
cancellation of orders by customers, availability and cost of materials, the
Company's ability to enhance its existing products and to develop, manufacture,
and successfully introduce and market new products, new product developments by
the Company's competitors, market acceptance of products of both the Company and
its competitors, competitive pressures on prices, the ability to attract and
maintain qualified personnel, significant damage to or prolonged delay in
operations at the Company's suppliers' manufacturing facilities of the Company's
suppliers, interest rate and foreign exchange fluctuations, political
instability in the Pacific Rim, and the Company's ability to attract qualified
franchisees.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS: None
(b) REPORTS ON FORM 8-K: None
9
<PAGE>
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
Date: May 15, 2000 By: /s/ A. George Gebauer
A. George Gebauer
President
Date: May 15, 2000 By: /s/ William R. Schlueter
William R. Schlueter
Chief Financial Officer
(Principal Financial and
Accounting Officer)
10
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM SECURITY CAPITAL CORPORATION AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,371
<SECURITIES> 0
<RECEIVABLES> 3,815
<ALLOWANCES> 0
<INVENTORY> 4,971
<CURRENT-ASSETS> 11,495
<PP&E> 1,833
<DEPRECIATION> 74
<TOTAL-ASSETS> 54,250
<CURRENT-LIABILITIES> 9,158
<BONDS> 0
0
2,280
<COMMON> 68
<OTHER-SE> 22,928
<TOTAL-LIABILITY-AND-EQUITY> 54,250
<SALES> 4,748
<TOTAL-REVENUES> 4,748
<CGS> 1,980
<TOTAL-COSTS> 1,980
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 660
<INCOME-PRETAX> (1,228)
<INCOME-TAX> (490)
<INCOME-CONTINUING> (604)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (604)
<EPS-BASIC> (0.11)
<EPS-DILUTED> (0.11)
</TABLE>
