U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR (15)d OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 ------------------ OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period________________ to_______________ Commission file number 0-12199 --------------- SOURCE CAPITAL CORPORATION (Exact name of registrant as specified in its charter) Washington 91-0853890 ------------------------------- --------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1825 N. Hutchinson Road, Spokane, Washington 99212 --------------------------------------------------- (Address of principal executive office) (509) 928-0908 -------------- ( Issuer's telephone number) As of August 11, 2000, there were 1,312,715 shares of the Registrant's common stock outstanding. Transitional Small Business Disclosure Format (check One) Yes [ ] No [X] SOURCE CAPITAL CORPORATION Form 10-QSB For the Quarter Ended June 30, 2000 ------------ Index Page ---- Part I - Financial Information Item 1 - Financial Statements (all financial statements are unaudited except the December 31, 1999 consolidated balance sheet): - Consolidated Balance Sheets - June 30, 2000 and December 31, 1999 1 - Consolidated Statements of Income, Comprehensive Income and Retained Earnings - Three and Six Months Ended June 30, 2000 and 1999 2 - Consolidated Statements of Cash Flows - Six months Ended June 30, 2000 and 1999 3 - Notes to Consolidated Financial Statements 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II - Other Information 11 Part I - Financial Information Item 1. Financial Statements SOURCE CAPITAL CORPORATION CONSOLIDATED BALANCE SHEETS ------------ June 30, December 31, 2000 1999 ---- ---- (Unaudited) ASSETS Loans receivable, net $55,644,963 $42,833,844 Leases receivable, net 13,496,091 14,224,409 Accrued interest receivable 592,107 326,190 Cash and cash equivalents 436,605 590,630 Marketable securities 178,239 195,684 Real estate and equipment owned 1,004,350 594,366 Other assets 1,228,715 1,141,887 Deferred income tax 1,137,000 1,206,560 ------------ ------------- Total assets $73,718,070 $61,113,570 =========== =========== LIABILITIES Notes payable to bank $50,094,055 $36,781,267 Mortgage contracts payable 3,083,077 3,103,269 Accounts payable and accrued expenses 1,215,994 879,209 Customer deposits 634,744 723,005 Convertible subordinated debentures 5,000,000 5,950,000 ------------- ------------ Total liabilities 60,027,870 47,436,750 ------------ ----------- STOCKHOLDERS' EQUITY Preferred stock, no par value, 10,000,000 shares authorized, none outstanding - - Common stock, no par value, authorized 10,000,000 shares; issued and outstanding, 1,312,715 and 1,360,105 shares 6,786,913 7,052,881 Additional paid in capital 2,049,047 2,049,047 Accumulated other comprehensive income (loss) 2,656 (33,568) Retained earnings 4,851,584 4,608,460 ----------- ---------- Total stockholders' equity 13,690,200 13,676,820 ---------- ---------- Total liabilities and stockholders' equity $73,718,070 $61,113,570 =========== =========== See accompanying notes to consolidated financial statements. 1 SOURCE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME AND RETAINED EARNINGS For the Three and Six Months Ended June 30, 2000 and 1999 (Unaudited) ------------ Three Months ended June 30, Six Months ended June 30, 2000 1999 2000 1999 ---- ---- ---- ---- Financing income: Interest and fee income $2,113,812 $1,602,251 $3,923,594 $3,084,880 Lease financing income 582,803 710,784 1,156,163 1,378,647 Interest expense (1,276,990) (1,025,339) (2,323,583) (1,967,561) ---------- --------- ---------- ---------- Net financing income 1,419,625 1,287,696 2,756,174 2,495,966 Non-interest income: Gain on sales of marketable securities, equipment, real estate and other 160,919 175,622 254,737 187,395 Provision for loan and lease losses (414,170) ( 155,381) (537,215) (244,774) ---------- ---------- ---------- --------- Income before non-interest expenses 1,166,374 1,307,937 2,473,696 2,438,587 Non-interest expenses: Employee compensation and benefits 487,696 522,424 1,070,992 1,009,185 Other operating expenses 297,921 343,952 644,758 632,782 ---------- ---------- ---------- ---------- Total non interest expenses 785,617 866,376 1,715,750 1,641,967 ---------- ---------- --------- --------- Income before income taxes 380,757 441,561 757,946 796,620 Income tax provision (129,200) (185,150) (215,700) (305,650) ----------- ----------- ----------- ----------- Net income 251,557 256,411 542,246 490,970 Retained earnings, beginning of period 4,600,027 3,787,576 4,608,460 3,795,765 Dividends paid -- -- (299,122) (242,748) ---------- ---------- ---------- ---------- Retained earnings, end of period $4,851,584 $4,043,987 $4,851,584 $4,043,987 ========== ========== ========== ========== Net income per common share - basic $ .19 $ .19 $ .41 $ .36 ========== ========== ========== ========== Net income per common share - diluted $ .17 $ .16 $ .36 $ .31 ========== ========== ========== ========== Weighted average number of common shares outstanding: Basic 1,313,382 1,360,221 1,336,080 1,358,583 ========== ========== ========== ========== Diluted 1,945,977 2,112,981 1,967,968 2,112,222 ========== ========== ========== ========== Cash dividends per share None None $.22 $.18 ==== ==== ==== ==== Net income $ 251,557 $ 256,411 $ 542,246 $ 490,970 Other comprehensive income, net of tax: Unrealized gain (loss) on marketable securities 46,545 (5,702) 54,885 (6,200) Income tax (expense) benefit (15,825) 1,939 (18,661) 2,108 ----------- ---------- ---------- ---------- Comprehensive income $ 282,277 $ 252,648 $ 578,470 $ 486,878 ========== ========== ========== ========== See accompanying notes to consolidated financial statements. 2 SOURCE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Six Months Ended June 30, 2000 and 1999 (Unaudited) 2000 1999 ---- ---- Cash flows from operating activities: Net income $ 542,246 $ 490,970 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 40,538 30,930 Provision for loan and lease losses 215,991 212,274 Impairment loss on repossessed assets 321,224 32,500 Deferred income taxes 69,560 31,600 Gain on sale of securities and debt retirement (202,727) -- Gain on sale of assets (52,010) (187,395) Change in: Accrued interest receivable (265,917) (138,654) Other assets (72,967) 56,244 Accounts payable and accrued expenses (79,254) 51,199 Customer deposits (88,261) 176,349 ------------- ------------ Net cash provided by operating activities 428,423 756,017 ------------- ------------ Cash flows from investing activities: Proceeds from sale of marketable securities 143,887 -- Loan originations (23,329,304) (12,721,800) Loan repayments 10,518,186 8,828,874 Additions to direct financing leases (3,858,008) (7,806,680) Collections on direct financing leases 2,285,904 2,341,513 Capitalization of costs related to other real estate - (5,589) Proceeds from sale of assets 130,183 193,004 Proceeds from sale of leases 1,184,665 2,365,561 Purchase of office equipment and vehicle (16,465) (87,546) ------------- ------------ Net cash used in investing activities (12,940,952) (6,892,663) ------------- ------------- Cash flows from financing activities: Proceeds from line of credit 27,195,145 23,429,298 Payments on line of credit (13,882,357) (17,052,866) Payments of long-term debt (20,192) (23,374) Proceeds from exercise of stock options - 50,000 Payments for redemption of common stock (265,968) (1,001) Payments for redemption of debentures (369,002) (46,592) Cash dividends paid (299,122) (242,748) ------------- ------------ Net cash provided by financing activities 12,358,504 6,112,717 ------------- ------------ Net decrease in cash and cash equivalents (154,025) (23,929) Cash and cash equivalents, beginning of period 590,630 750,218 ------------- ------------ Cash and cash equivalents, end of period $ 436,605 $ 726,289 ============= ============ Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 2,198,917 $ 1,941,788 Cash paid during the period for income taxes $ 160,000 $ 212,300 Non-cash financing and investing transactions: Loans and accrued interest converted to repossessed assets $ -- $ 198,317 Leases converted to repossessed and other assets $ 894,979 $ 470,790 See accompanying notes to consolidated financial statements. 3 SOURCE CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Source Capital Leasing Co. All significant intercompany transactions and balances have been eliminated in consolidation. The unaudited consolidated financial statements reflect all adjustments, (consisting only of normal recurring items), which in the opinion of management, are necessary to fairly state the periods reported. Certain 1999 amounts have been reclassified to conform with the 2000 presentation. These reclassifications had no effect on the net income or retained earnings as previously reported. The results of operations for the six-month period ended June 30, 2000 are not necessarily indicative of the results to be expected for the full year. These unaudited financial statements should be read in conjunction with the Company's most recent audited financial statements, filed as a part of the Form 10KSB, for the year ended December 31, 1999. NOTE 2. Net income per share - basic is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Net income per share - diluted (after adjustment for the after-tax effect of interest on convertible debentures) is computed by dividing net income by the weighted-average number of common shares outstanding increased by the additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Earnings Per Share ("EPS") Computation: For the Quarter Ended June 30, 2000 ----------------------------------- Weighted- Per-Share Net Income Average shares Amount ---------- -------------- ------ Basic EPS Income available to Stockholders $ 251,557 1,313,382 $ .19 ======= Effect of Dilutive Securities Interest on convertible subordinated debentures (net of 34% tax) 79,339 624,220 Common stock options 8,375 --------- --------- Diluted EPS Income available to common stockholders + assumed conversions $ 330,896 1,945,977 $ .17 ========= ========= ======= 4 SOURCE CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Earnings Per Share Computation, Continued: For the Quarter Ended June 30, 1999 ----------------------------------- Weighted- Per-Share Net Income Average shares Amount ---------- -------------- ------ Basic EPS Income available to Stockholders $ 256,411 1,360,221 $ .19 ======= Effect of Dilutive Securities Interest on convertible subordinated debentures (net of 34% tax) 80,718 742,822 Common stock options 9,938 --------- --------- Diluted EPS Income available to common stockholders + assumed conversions $ 337,129 2,112,981 $ .16 ========= ========= ======= For the Six Months Ended June 30, 2000 -------------------------------------- Weighted- Per-Share Net Income Average shares Amount ---------- -------------- ------ Basic EPS Income available to Stockholders $ 542,246 1,336,080 $ .41 ======= Effect of Dilutive Securities Interest on convertible subordinated debentures (net of 34% tax) 162,155 624,220 Common stock options 7,668 --------- --------- Diluted EPS Income available to common stockholders + assumed conversions $ 704,401 1,967,968 $ .36 ========= ========= ======= 5 SOURCE CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued Earnings Per Share Computation, Continued: For the Six Months Ended June 30, 1999 Weighted- Per-Share Net Income Average shares Amount Basic EPS Income available to Stockholders $ 490,970 1,358,583 $ .36 ======= Effect of Dilutive Securities Interest on convertible subordinated debentures (net of 34% tax) 166,797 742,822 Common stock options 10,817 --------- --------- Diluted EPS Income available to common stockholders + assumed conversions $ 657,767 2,112,222 $ .31 ========= ========= ======= NOTE 3. The Company's consolidated financial statements include certain reportable segment information. The segments include the parent company Source Capital Corporation who's primary business is commercial real estate lending and its wholly owned subsidiary Source Capital Leasing Co. who's primary business is equipment lease financing. All accounting policies of the parent and subsidiary are the same. The parent evaluates the performance of the subsidiary based upon multiple variables including lease income, interest expense and profit or loss after tax. The parent does not allocate any unusual items to the subsidiary. Company segment profit and loss components and schedules of assets as of June 30, 2000 and 1999 are as follows: 2000 1999 ---- ---- Leasing Lending Leasing Lending ------- ------- ------- ------- Revenue $ 1,308,679 $ 4,025,815 $ 1,550,861 $ 3,100,061 Interest expense 453,927 1,869,656 471,985 1,495,576 Depreciation 15,622 24,916 7,780 23,150 Income tax expense (benefit) (123,500) 339,200 82,500 215,250 Net income (loss) (240,547) 782,794 159,516 331,454 Significant non-cash items other than depreciation 532,215 5,000 229,774 15,000 Assets 15,049,937 62,616,538 18,211,271 51,396,490 6 SOURCE CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued NOTE 3. Continued: Reconciliation of segment net income (loss), total assets, notes payable and other significant items for the six months ended June 30, 2000 and 1999 follows: 2000 1999 ---- ---- Profit or loss Leasing net (loss) income $ (240,548) $ 159,516 Adjustment for income taxes (339,200) (215,250) Unallocated amounts: Revenue of real estate lending 4,096,679 3,100,061 Expense of real estate lending (2,974,685) (2,553,357) ------------ ------------ Consolidated net income after tax $ 542,246 $ 490,970 ============ ============ Total assets Net lease investment $ 13,496,091 $ 16,621,913 Unallocated assets of leasing 1,553,847 1,589,358 Elimination of intercompany (3,948,406) (4,207,873) Commercial loans receivable, net 55,644,963 44,099,948 Unallocated assets of real estate lending 6,971,575 7,296,542 ------------ ------------ Consolidated assets $ 73,718,070 $ 65,399,888 ============ ============ Debt Leasing note payable $ 10,414,055 $ 13,114,596 Real estate lending note payable 39,680,000 28,505,000 Real estate lending mortgage contract payable 3,083,077 3,124,205 Real estate lending convertible subordinated debentures 5,000,000 5,950,000 ------------ ------------ Consolidated notes and mortgage payable $ 58,177,132 $ 50,693,801 ============ ============ Real Estate Other significant items Leasing Lending Consolidated ------- ------- ------------ 2000 Interest expense $ 453,927 $1,869,656 $2,323,583 Provision for losses 532,215 5,000 537,215 1999 Interest expense $ 471,985 $1,495,576 $1,967,561 Provision for losses 229,774 15,000 244,774 7 SOURCE CAPITAL CORPORATION PART I - FINANCIAL INFORMATION Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations - -------------------------------------------------------------------------------- General These discussions contain forward-looking statements containing words such as "will continue to be," "will be," "continue to," "anticipates that," "to be," or "can impact." Management cautions that forward-looking statements are subject to risks and uncertainties that could cause the Company's actual results to differ materially from those projected in forward-looking statements. Six Months Ended June 30, 2000 Compared to Six Months Ended June 30, 1999 - ------------------------------------------------------------------------- For the six months ended June 30, 2000 the Company reported net income of $542,000 or $.36 per diluted common share. These results compare to net income of $491,000 or $.31 per diluted common share for the comparable period in 1999. Net financing income (interest and lease income less interest expense) increased from approximately $2,496,000 during the six months ended June 30, 1999 to $2,756,000 in the comparable period in 2000 (a 10.4% increase). Finance income of $5,080,000 and $4,464,000 in the six months ended June 30, 2000 and 1999, respectively, represents an approximate average interest yield of 16.43% and 15.28%, respectively, on the Company's average earning assets. Interest income on the Company's loan portfolio increased by approximately $839,000 compared to the first six months of 1999. This increase was partially offset by a decrease in lease income of approximately $222,000 for the comparable period. The increase in the 2000 yield as compared to 1999 is primarily due to a general increase in interest rates and a decrease in non-performing loans. The increase in financing income of approximately $616,000 is primarily attributable to the increase of approximately $3,432,000 in the Company's average earning assets over the first six months of 1999, coupled with a general increase in interest rates related to Federal Reserve policy decisions. The Company's average earning asset portfolio grew from approximately $58,400,000 in the six-month period ended June 30, 1999 to approximately $61,832,000 for the comparable period ended June 30, 2000. The growth in the portfolio is composed of an $11,545,000 growth in net loans offset by a $3,126,000 decrease in net leases. The increase in financing income was partially offset by an approximate $356,000 increase in interest expense. The Company's cost of funds on average borrowings increased from approximately 8.2% for the first six months of 1999 to approximately 9.2% for the comparable period in 2000. The Company was able to mitigate the increase in its borrowing costs by funding a portion of its loan portfolio using a "LIBOR" based rate, which is currently lower than the prime based rate option. The Company funds its lease portfolio using a "LIBOR" based rate which currently approximates prime less .75%. During the six month period ended June 30, 2000 the Company recognized a gain of approximately $48,000 from the sale of one tranche of leases totaling approximately $1,185,000 as compared to a gain of approximately $175,000 from the sale of two tranches of leases totaling approximately $2,184,000 during the comparable period in 1999. These leases were sold on a non-recourse basis and allowed the Company to accelerate the earnings process for a percentage of the total lease portfolio. Loans and leases delinquent more than 90 days equaled 3.97% of the loans and leases outstanding at June 30, 2000 as compared to approximately 2.7% at June 30, 1999. Subsequent to June 30, 2000 a loan in the amount of $1,347,000 which was delinquent more than 90 days was paid in full. Loans are collateralized by deeds of trust. The Company's allowance for probable loan and lease losses of approximately $608,000 is considered adequate as of June 30, 2000. 8 Total non-interest expenses in the first six months of 2000 was approximately $1,716,000 as compared to approximately $1,642,000 for the corresponding period of the prior year, which represents a 4.5% increase. This increase was primarily due to employee compensation and benefits increasing approximately $62,000 or 6.1%. During the period June 1999 to June 2000 the Company's employment level remained static at 25 employees. Other operating expenses increased less than 2%. The most significant increase in other operating expenses was an approximate $90,000 increase in lease repossession and collection expenses, which was partially offset by decreases in other expenses. The provision for income taxes was approximately $216,000 and $306,000 for the six months ended June 30, 2000 and 1999, respectively. The Company expects to pay significantly less current income tax than the estimated tax provision for the year ended December 31, 2000, due to the utilization of net operating loss carryovers and the differences between book and tax accounting for leases. The Company's effective tax rate for the Company's 1999 tax liability was approximately 25%. Three Months Ended June 30, 2000 Compared to Three Months ended June 30, 1999 - ----------------------------------------------------------------------------- For the three months ended June 30, 2000, the Company reported net income of $252,000 or $.17 per diluted common share. These results compare to net income of $256,000 or $.16 per diluted share, for the comparable period in 1999. Net financing income (interest and lease income less interest expense) increased from approximately $1,288,000 during the three months ended June 30, 1999 to approximately $1,420,000 in the comparable period of 2000 (a 10.2% increase). Finance income of approximately $2,697,000 and $2,313,000 in the three months ended June 30, 2000 and 1999, respectively, represents an approximate average interest yield of 16.47% and 15.25%, respectively, on the Company's average earning assets. The increase in yield is primarily due to fewer non-performing loans on average in 2000 as compared to 1999 and a general increase in interest rates. The increase in financing income of approximately $384,000 is directly attributable to the increase of approximately $4,782,000 in the Company's average earning assets over the second quarter of 1999. The Company's average earning asset portfolio grew from $60,664,000 for the three months ended June 30, 1999 to approximately $65,446,000 at June 30, 2000. The growth in the Company's average earning assets is directly attributable to the increase in loan production which was partially offset by a decrease in the lease portfolio due to the sale of leases and lower lease production in the second quarter of 2000 as compared to 1999 levels. The increase in financing income was partially offset by an approximate $252,000 increase in interest expense. The Company's cost of funds on average borrowings increased from approximately 8.2% at June 30, 1999 to approximately 9.38% in the comparable period in 2000. The Company was able to reduce its borrowing costs by funding a portion of its loan portfolio using a "LIBOR" based rate, which is currently lower than the prime based rate option. The Company also funds its lease portfolio using a "LIBOR" based rate which currently approximates prime less .75%. During the three months ended June 30, 2000 the Company recognized a gain of approximately $48,000 from the sale of leases totaling $1,185,000 as compared to a gain of $175,000 from the sale of leases totaling $2,184,000 in the 1999 period. These leases were sold on a non-recourse basis allowing the Company to accelerate the earnings process for a percentage of the total lease portfolio. Total non-interest expenses for the second quarter of 2000 was approximately $786,000 as compared to approximately $866,000 for the corresponding period of the prior year, which represents a 9.2% decrease. This decrease was as a result 9 of both employee compensation and benefits decreasing approximately $35,000 or 6.7%, and other operating expenses decreasing approximately $46,000 or 13.4%. The decrease in employee compensation and benefits is primarily due to a lower profit sharing accrual in the quarter ended June 30, 2000 as compared to June 30, 1999. The decrease in other expenses is composed of various increases and decrease spread across several account categories. The most significant increase is an approximate $50,000 increase in lease repossession and collection costs which was offset by decreases of $20,000 in local taxes, $15,000 in travel expenses and decreases in various other account categories none of which is significant when considered individually. Financial Condition and Liquidity - --------------------------------- At June 30, 2000, the Company had approximately $437,000 of cash and cash equivalents as compared to approximately $591,000 at December 31, 1999. The Company also had $178,000 of marketable securities at June 30, 2000, as compared to approximately $196,000 at December 31, 1999. The Company's primary sources of cash during the first six months of 2000 were approximately $27,195,000 from short term borrowings, $10,518,000 loan repayments, $2,286,000 from lease repayments, $1,185,000 from the sale of one tranche of leases and $428,000 from operations. The primary uses of cash during the first six months of 2000 were approximately $23,329,000 loan originations, $13,882,000 of repayment of short term borrowings, $3,858,000 additions to direct financing leases, $369,000 redemption of convertible subordinated debentures, $299,000 payment of dividends and $266,000 for the purchase and immediate retirement of the Company's common stock. The Company's $45,000,000 line of credit, which matures annually, was renewed on April 30, 2000. At June 30, 2000, the Company had $39,680,000 outstanding under the line of credit. In addition, the Company's wholly owned subsidiary, Source Capital Leasing Co., has a $13,000,000 line of credit to fund its lease portfolio. The leasing company's line was renewed on July 31, 2000, and will mature April 30, 2001. The leasing company had approximately $10,414,000 outstanding under its line at June 30, 2000. The cash flows from the Company's lines of credit, loan and lease repayments, and the existing cash, cash equivalents and investment securities are expected to be sufficient to fund the operating needs of the Company for the immediate future. Effect of Inflation and Changing Prices - --------------------------------------- Interest rates on the Company's loan portfolio are subject to inflation as inflationary pressures affect the prime interest rate. At June 30, 2000, interest rates on approximately 99% of the Company's loan portfolio were variable based on various indexes. The remaining loans have fixed interest rates. Loans with fixed rates and maturities of less than one year at June 30, 2000 are considered variable. The Company's line-of-credit agreement provides for variable interest based on the prime rate or at the Company's option, a "LIBOR" based rate. Management believes that any negative effects of an increase in the prime interest rate would be largely offset by the Company's relatively short-term loan portfolio, balloon payments and the large percentage of variable rate loans. Rates earned on the Company's lease portfolio are fixed for the term of the lease, however, the Company funds its portfolio by borrowing under its line-of-credit as soon as is practicable after funding the lease. Each lease is funded separately and the interest rate charged by the bank is fixed for the term of the advance which is matched to the term of the lease. 10 SOURCE CAPITAL CORPORATION PART II - OTHER INFORMATION Items 1,2,3,4 and 5 of Part II are omitted from this report as they are either inapplicable or the answer is negative. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27.1 Financial Data Schedule (b) Reports on Form 8-K Form 8-K Report dated May 25, 2000 - Item 5 - Other events (The balance of this page has been intentionally left blank.) 11 SOURCE CAPITAL CORPORATION SIGNATURES ------------ In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SOURCE CAPITAL CORPORATION -------------------------- (Registrant) Date: August 14, 2000 By: /s/ D. Michael Jones ---------------------------- -------------------- D. Michael Jones President and Chief Executive Officer Date: August 14, 2000 By: /s/ Lester L. Clark ---------------------------- ------------------- Lester L. Clark Vice President-Secretary/Treasurer Principal accounting and finance officer