U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR (15)d OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 ------------------ OR [ ] TRANSITION REPORT PURSUANT TO 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) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes X No As of October 31, 1998, there were 1,350,679 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 September 30, 1998 ------------ Index ----- Page ---- Part I - Financial Information Item 1 - Financial Statements: - Consolidated Balance Sheets - September 30, 1998 and December 31, 1997 1 - Consolidated Statements of Income, Comprehensive Income and Retained Earnings Three and Nine Months Ended - September 30, 1998 and 1997 2 - Consolidated Statements of Cash Flows - Nine months Ended September 30, 1998 and 1997 3 - Notes to Consolidated Financial Statements 4 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II - Other Information 10 Part I - Financial Information Item 1. Financial Statements SOURCE CAPITAL CORPORATION CONSOLIDATED BALANCE SHEETS ------------ September 30, December 31, 1998 1997 ---- ---- (Unaudited) ASSETS Loans receivable, net $33,972,482 $36,655,257 Leases receivable, net 11,620,089 2,917,145 Accrued interest receivable 347,598 345,424 Cash and cash equivalents 610,233 473,551 Marketable securities (at market) 234,677 250,724 Other real estate owned 866,760 556,342 Other assets 880,265 391,614 Deferred income tax 1,482,360 1,456,239 ------------ ------------- Total assets $50,014,464 $43,046,296 ============ ============= LIABILITIES Notes payable to bank $ 27,333,593 $26,990,096 Mortgage contracts payable 3,158,208 3,187,539 Accounts payable and accrued expenses 908,267 512,792 ------------ ------------- Total liabilities 31,400,068 30,690,427 ------------ ------------- Convertible subordinated debentures 6,000,000 ---- 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, 1,355,679 and 1,355,818 shares 7,037,690 7,038,802 Additional paid in capital 2,049,047 2,049,047 Accumulated other comprehensive loss (30,185) (27,143) Retained earnings 3,557,844 3,295,163 ------------ ------------- Total stockholders' equity 12,614,396 12,355,869 ------------ ------------- Total liabilities and stockholders' equity $50,014,464 $43,046,296 ============ ============= The accompanying notes are an integral part of the consolidated financial statements. 1 SOURCE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME, COMPREHENSIVE INCOME AND RETAINED EARNINGS For the Three and Nine Months Ended September 30, 1998 and 1997 (Unaudited) ------------ Three Months ended September 30, Nine Months ended September 30, 1998 1997 1998 1997 ---- ---- ---- ---- Financing income: Interest and fee income $1,319,294 $1,240,803 $4,056,124 $3,449,982 Lease financing income 454,898 54,883 882,368 75,474 Interest expense (827,681) (554,108) (2,276,987) (1,387,434) ---------- ---------- ---------- ---------- Net financing income 946,511 741,578 2,661,505 2,138,022 Non-interest income: Gain on sales of investments, other assets and real estate ---- 48,379 87,640 48,557 Provision for loan and lease losses (53,000) (13,000) (109,000) (13,000) ---------- ---------- ---------- ---------- Income before non-interest expenses 893,511 776,957 2,640,145 2,173,579 Non-interest expenses: Employee compensation and benefits 400,774 301,462 1,155,493 871,567 Other operating expenses 235,839 167,214 716,624 492,811 ---------- ---------- ---------- ---------- Total non interest expenses 636,613 468,676 1,872,117 1,364,378 ---------- ---------- ---------- ---------- Income before income taxes 256,898 308,281 768,028 809,201 Income tax provision: Current (83,962) 4,125 (188,400) (109,500) Deferred (3,638) (111,125) (72,900) (170,500) ---------- ---------- ---------- ---------- Total income tax provision (87,600) (107,000) (261,300) (280,000) ---------- ---------- ---------- ---------- Net income 169,298 201,281 506,728 529,201 Retained earnings, beginning of period 3,388,546 2,884,123 3,295,163 2,811,302 Dividends paid ---- ---- (244,047) (255,099) ---------- ---------- ---------- ---------- Retained earnings, end of period $3,557,844 $3,085,404 $3,557,844 $3,085,404 ========== ========== ========== ========== Net income per common share - basic $ .12 $ .15 $ .37 $ .38 ========== ========== ========== ========== Net income per common share - diluted $ .12 $ .15 $ .35 $ .38 ========== ========== ========== ========== Weighted average number of common shares outstanding: Basic 1,355,679 1,368,418 1,355,725 1,378,749 ========== ========== ========== ========== Diluted 2,129,004 1,368,418 2,053,950 1,378,749 ========== ========== ========== ========== Cash dividends per share None None $.18 $.18 ========== ========== ========== ========== Net income $169,298 $201,281 $506,728 $529,201 Other comprehensive income, net of tax: Unrealized gain (loss) on marketable securities (16,699) 2,037 (2,008) (6,894) ---------- ---------- ---------- ---------- Comprehensive income $152,599 $203,318 $504,720 $522,307 ========== ========== ========== ========== The accompanying notes are an integral part of the consolidated financial statements. 2 SOURCE CAPITAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 1998 and 1997 (Unaudited) ------------ 1998 1997 ---- ---- Cash flows from operating activities: Net income $ 506,728 $ 529,201 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 34,145 20,152 Provision for loan and lease losses 109,000 13,000 Deferred income taxes (26,121) 86,375 Gain on sale of securities ---- (4,559) Gain on sale of real estate (87,640) (43,998) Compensation associated with stock options granted ---- 8,800 Change in: Accrued interest receivable (20,143) (14,934) Other assets (434,164) 163,705 Accounts payable and accrued expenses 395,475 (159,928) ------------ ------------ Net cash provided by operating activities 477,280 597,814 ------------ ------------ Cash flows from investing activities: Sale of investment securities 13,005 477,176 Loan originations (17,228,062) (12,321,978) Loan repayments 19,685,138 6,051,369 Direct financing lease originations (11,035,922) (2,442,496) Collections on direct financing leases 2,226,979 445,752 Capitalization of costs related to other real estate owned (1,611) (5,929) Proceeds from sale of other real estate and equipment 19,500 139,773 Purchase of office equipment and vehicle (88,632) (65,190) ------------ ------------ Net cash used in investing activities (6,409,605) (7,721,523) ------------ ------------ Cash flows from financing activities: Proceeds from line of credit 26,345,616 12,856,586 Payments on line of credit (26,002,119) (4,686,632) Proceeds from sale of convertible subordinated debentures 6,000,000 ---- Payments of long-term debt (29,331) (26,497) Payments for redemption of common stock (1,112) (397,822) Cash dividends paid (244,047) (255,099) ------------ ------------ Net cash provided by financing activities 6,069,007 7,490,536 ------------ ------------ Net increase in cash and cash equivalents 136,682 366,827 Cash and cash equivalents, beginning of period 473,551 21,506 ------------ ------------ Cash and cash equivalents, end of period $ 610,233 $ 388,333 ============ ============ Supplemental disclosure of cash flow information: Cash paid during the period for interest $ 2,301,217 $ 1,319,380 Cash paid during the period for income taxes 156,000 398,825 Non-cash financing and investing transactions: Financing sales of other real estate 292,993 377,194 Deferred interest on financing of real estate sold 56,442 ---- Loans and accrued interest converted to repossessed assets 458,218 106,611 Assets held for resale 19,000 ---- The accompanying notes are an integral part of the 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, which in the opinion of management, are necessary to a fair statement for the periods reported. Certain 1997 amounts have been reclassified to conform with the 1998 presentation. These reclassifications had no effect on the net income or retained earnings as previously reported. The results of operations for the nine-month period ended September 30, 1998 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 for the year ended December 31, 1997. NOTE 2. - ------ The Company's provision for federal income taxes for the nine months ended September 30, 1998 and 1997, is based on the statutory corporate income tax rate of 34%. The actual current income tax liability to the Company for the year ending December 31, 1998, is estimated to be significantly less than the amount based on the statutory corporate tax rate, because of the effect of net operating loss carryforwards from prior years. NOTE 3. - ------ In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income. This Statement requires that comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined as the change in equity of a business enterprise arising from non-owner sources. Unrealized gains and losses on investment securities are reported as comprehensive income. This Statement was adopted by the Company on January 1, 1998. In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about Segments for an Enterprise and Related Information. This Statement requires public companies to report selected segment information in their quarterly and annual reports issued to shareholders, and entity-wide disclosures about products and services, and major customers. The Statement was adopted by the Company on January 1, 1998. In February 1998, the FASB issued SFAS No. 132, Employers' Disclosure about Pensions and Other Post Retirement Benefits, which standardizes the disclosure requirements for pension and other postretirement benefits. The adoption of SFAS No. 132 is not expected to impact the Company's current disclosures. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the 4 SOURCE CAPITAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, Continued NOTE 3 - continued. - ------------------ objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Historically, the Company has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Company does not expect adoption of the new standard on January 1, 2000 to affect its financial statements. NOTE 4. - ------ On February 11, 1998, the Company sold $6,000,000 of Subordinated Convertible Debentures. The Debentures bear interest at 7.5%, mature on March 1, 2008 and are convertible into common stock at the rate of $8.01 per share. These debentures were sold through a private placement to institutional investors. The Company filed a registration statement on July 30, 1998 to register the shares of common stock into which the debentures may be converted. The registration of shares became effective on September 22, 1998. The debentures are convertible at any time until maturity. Interest on the debentures is payable semiannually in arrears each March 1 and September 1, commencing September 1, 1998. The debentures are redeemable, in whole or in part at any time on or after March 1, 2001, at the option of the Company. The debentures are unsecured general obligations of the Company subordinate in right of payment to all existing and future senior indebtedness of the Company. Senior indebtedness includes, but is not limited to, all current bank lines-of-credit and any future increases to these lines as well as any new borrowings from financial institutions. NOTE 5. - ------ 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 (after adjustment for the after-tax effect of interest on convertible debentures) per share - diluted 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. Net income per share disclosures have been made in accordance with SFAS No. 128, "Earnings per Share," which was applied by the Company in 1997. In accordance with SFAS No. 128, all prior net income per share data has been restated to conform to this presentation. See Exhibit 11.1 to the Consolidated Financial Statements. 5 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. Nine Months Ended September 30, 1998 Compared to Nine Months Ended September 30, - -------------------------------------------------------------------------------- 1997 - ---- For the nine months ended September 30, 1998 the Company reported net income of $506,728 or $.35 per diluted common share. These results compare to net income of $529,201 or $.38 per diluted share for the comparable period in 1997. Net financing income (interest and lease income less interest expense) increased from approximately $2,138,000 during the nine months ended September 30, 1997 to $2,662,000 in the comparable period in 1998 (a 24.5% increase). Finance income of $4,938,000 and $3,525,000 in the nine months ended September 30, 1998 and 1997 respectively represents an approximate average interest yield of 15.08% and 16.01% respectively, on the Company's average earning assets. Loans funded during the first nine months of 1998 exceeded those funded during the comparable period in 1997 by approximately $4,906,000, however loan repayments during the 1998 period exceeded those in the 1997 period by approximately $13,634,000. The decrease in average interest yield in 1998 is primarily due to lower loan fees earned on its real estate lending portfolio and non-performing loans during the 1998 period exceeding those in the comparable period in 1997. Lower than expected loan originations combined with higher than expected loan repayments, are directly related to increased competition from regional commercial banks. The decrease in yield on the real estate portfolio is mitigated by a higher interest rate received on the Company's lease portfolio. During the nine months ended September 30, 1998 the Company's leasing subsidiary contributed approximately $90,000 to net income as compared to an approximate $47,000 loss in the 1997 comparable period. The increase in financing income of approximately $524,000 is directly attributable to the increase of approximately $10,000,000 in the Company's average earning assets over the first nine months of 1997. The Company's average earning asset portfolio grew from approximately $33,600,000 in the nine month period ended September 30, 1997 to approximately $43,600,000 for the comparable period ended September 30, 1998. The change in the portfolio is directly related to the growth in the leasing portfolio which experience an $8,703,000 increase over September 30, 1997. The increase in financing income was partially offset by an approximate $890,000 increase in interest expense. The Company's cost of funds on average borrowings decreased from approximately 9.3% for the first nine months of 1997 to approximately 8.9% for the comparable period in 1998. 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 funds its lease portfolio using a "LIBOR" based rate which currently approximates prime less .9%. Loans and leases delinquent more than 60 days equaled 4.2% of the loans and leases outstanding at September 30, 1998 as compared to approximately 1.3% at September 30, 1997. These loans and leases are collateralized by deeds of trust and equipment. The Company's allowance for probable loan and lease losses of approximately $324,000 is considered adequate as of September 30, 1998. 6 Total non-interest expenses in the first nine months of 1998 increased approximately 37.2% over the first nine months of 1997 primarily due to a 32.6% increase in salaries and benefits as a result of an increase in personnel due to the growth in the Company's leasing operations. Other operating expenses increased by approximately 45.4% the most significant being an approximate $102,000 increase in general and administrative expense which is directly related to the growth of the Company's leasing activities. Additionally, occupancy expense increased by approximately $35,000 as a result of expansion in the Company's Spokane headquarters to facilitate the growth in leasing operations, increased facilities in Seattle and the opening of its Phoenix, Arizona office. The Company recognized a provision for probable loan and lease losses of $109,000 for the nine months ended September 30, 1998, and $13,000 for the comparable period in 1997. The provision for income taxes of approximately $261,000 and $280,000 for the nine months ended September 30, 1998 and 1997, respectively, is based upon the statutory income tax rate of 34%. The Company expects to pay significantly less current income tax than the estimated tax provision for the year ended December 31, 1998, due to the utilization of net operating loss carryovers. The Company's effective tax rate for taxes paid in 1997 was approximately 23%. Three Months Ended September 30, 1998 Compared to Three Months ended September - ------------------------------------------------------------------------------ 30, 1997 - -------- For the three months ended September 30, 1998, the Company reported net income of $169,298 or $.12 per diluted common share. These results compare to net income of $201,281 or $.15 per diluted share, for the comparable period in 1997. Net financing income (interest and lease income less interest expense) increased from approximately $742,000 during the three months ended September 30, 1997 to approximately $947,000 in the comparable period of 1998 (a 27.6% increase). Finance income of approximately $1,774,000 and $1,296,000 in the three months ended September 30, 1998 and 1997 respectively, represents an approximate average interest yield of 15.0% and 15.1%, respectively, on the Company's average earning assets. The decrease in interest yield on the Company's real estate portfolio is mitigated by a higher interest rate received on the Company's lease portfolio. Lease income of approximately $455,000 resulted in an average yield on lease contracts of 16.9% for the three-months ended September 30, 1998. Leasing income for the three month period ended September 30, 1997 was not material and therefore not comparable. The increase in financing income of approximately $479,000 is directly attributable to the increase of approximately $12,444,000 in the Company`s average earning assets over the third quarter of 1997. The Company's average earning asset portfolio grew from $32,840,000 for the three months ended September 30, 1997 to approximately $45,284,000 at September 30, 1998. Growth in the loan and lease portfolio is directly attributable to the increase in lease originations. Loans funded in the third quarter of 1998 were approximately $7,503,000 as compared to approximately $4,185,000 in 1997, however loan repayments in the third quarter were approximately $9,536,000 as compared to approximately $583,000 in the third quarter of 1997. The Company's lease portfolio continues to show strong growth as evidenced by a 45.4% increase in net outstanding leases over the second quarter of 1998. The increase in financing income was partially offset by an approximate $274,000 increase in interest expense. The increase in interest expense is primarily attributable to the increased borrowing related to growth in outstanding leases. The Company's cost of funds on average borrowings decreased from approximately 9.4% at September 30, 1997 to approximately 8.8% in the comparable period in 1998. 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 .9%. 7 At September 30, 1998, the Company had approximately $1,905,000 of loans and leases which were delinquent as to principal or interest more than 60 days, as compared to approximately $755,000 at September 30, 1997. These loans and leases are collateralized by deeds of trust and equipment. The Company's allowance for probable loan and lease losses of approximately $324,000 is considered adequate as of September 30, 1998. Total non-interest expenses for the third quarter of 1998 increased approximately 35.8% over the third quarter of 1997 primarily due to a 32.9% increase in salaries and benefits resulting from added personnel (primarily leasing) over the comparable period in 1997. Additionally, other operating expenses increased by approximately 41% over the prior year, and provision for probable loan and lease losses increased $53,000 during the third quarter of 1998 as compared with a $13,000 provision recorded for the same time period in 1997. Of the increase in other expense, the most significant was a $43,000 increase in general and administrative expense primarily related to the increase in leasing activities. For the quarter ended September 30, 1998 the leasing subsidiary contributed approximately $67,000 to earnings in the consolidated financial statements as compared to an approximate $16,000 loss in 1997. There were other increases and decreases in the Company's other operating expenses none of which is material when considered individually. Financial Condition and Liquidity - --------------------------------- At September 30, 1998, the Company had approximately $610,000 of cash and cash equivalents as compared to approximately $474,000 at December 31, 1997. The Company also had $235,000 of marketable securities at September 30, 1998, as compared to approximately $251,000 at December 31, 1997. The Company's primary sources of cash during the first nine months of 1998 were approximately $26,346,000 from short term borrowings, $19,685,000 loan repayments, $6,000,000 from the sale of subordinated convertible debentures, (See Note 4 of Notes to Consolidated Financial Statements), $2,227,000 repayments of lease receivables and $477,000 from operations. The primary uses of cash during the first nine months of 1998 were approximately $26,002,000 repayment of short term borrowings, $17,228,000 of loan originations, $11,036,000 additions to direct financing leases and $244,000 payment of dividends. The Company's line of credit, which matures annually, was renewed and increased to $40,000,000 on April 30, 1998. At September 30, 1998, the Company had $18,760,000 outstanding under the line of credit. In addition, the Company's wholly owned subsidiary, Source Capital Leasing Co., has a $12,000,000 line of credit to fund its lease portfolio. The leasing company's line of credit also renewed on April 30, 1998, and will mature April 30, 1999. During the third quarter of 1998 the leasing line of credit was increased from $8,000,000 to $12,000,000 The leasing company had approximately $8,574,000 outstanding under its line of credit at September 30, 1998. The cash flows from the Company's lines of credit, loan and lease repayments, and the existing cash, cash equivalents and marketable securities are expected to be sufficient for the operating needs of the Company. Year 2000 Issues and Status - --------------------------- As the millennium approaches, the Company is addressing the impact of year 2000 (Y2K) on its information technology (IT) and non-IT functions. In preparation, the Company determined its exposure to be limited to existing computer and software vendors. Currently, the Company utilizes computer and software service vendors for all of its loan and lease transactions, as well as its general and subsidiary ledgers. The Company is preparing itself in two phases: (1) identifying and resolving compliance issues and (2) testing the systems. The Company has reviewed the compliance of its systems against the millennium issues and obtained written confirmation of Y2K compliance from the system/software vendors. All IT-related service vendors state they are compliant. Testing is in process, but has not yet been completed. No additional third party relationships exist that would have a material impact on the company and its operations as a result of a Y2K compliance other than those noted. The Company's in-house 8 system consists of a Windows NT server and independent workstations, utilizing the Windows 95 operating system. The system was upgraded to its current level during the second quarter 1998 to accommodate the Company's growth. The upgrade was not to facilitate and resolve the Y2K issue. The Company does not expect to incur significant costs to ensure Y2K compliance. The Company's exposure to a non-compliant system is considered minimal. System and software vendors utilized by the Company are nationally known and reputable service providers that offer these and similar services to many subscribers. The Company does not believe it is reasonable to assume a collapse of the entire or significant portion of its computer system as a result of a Y2K issue. Should the entire system or major component fail as a result of a Y2K compliance issue, the Company maintains adequate historical records that would enable reconstruction and maintenance of loan and lease information manually until the system is corrected. New Accounting Pronouncements - ----------------------------- In June 1997, the FASB issued SFAS No. 130, Reporting Comprehensive Income. This Statement requires that comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive income is defined as the change in equity of a business enterprise arising from non-owner sources. This Statement was adopted by the Company on January 1, 1998. Unrealized gains and losses on investment securities are reported as comprehensive income. In June 1997, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 131, Disclosures about Segments for an Enterprise and Related Information. This Statement requires public companies to report selected segment information in their quarterly and annual reports issued to shareholders, and entity wide disclosures about products and services and major customers. The statement was adopted by the Company on January 1, 1998. In February 1998, the FASB issued SFAS No. 132, Employers' Disclosure about Pensions and Other Post Retirement Benefits, which standardizes the disclosure requirements for pension and other postretirement benefits. The adoption of SFAS No. 132 is not expected to impact the Company's current disclosures. In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133 requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. Historically, the Company has not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, the Company does not expect adoption of the new standard on January 1, 2000 to affect its financial statements. 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 September 30, 1998, interest rates on approximately 91.2% of the Company's loan portfolio were variable based on prime or other indexes. The remaining loans have fixed interest rates. Loans with fixed rates and maturities of less than one year at September 30, 1998 are considered variable. At September 30, 1998 all leases in the Company's lease portfolio carry fixed interest rates, however, the Company's line-of-credit with Seafirst Bank provides for match fixed rate funding of leases. 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. 9 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 11.1 Statement regarding Computation of Per Share Earnings 27.1 Financial Data Schedule (b) Reports on Form 8-K The following reports on Form 8-K were filed for the three months ended September 30, 1998: Form 8-K Report dated July 27, 1998 - Item 4 - Changes in registrant's certifying accountants. (The balance of this page has been intentionally left blank.) 10 SOURCE CAPITAL CORPORATION SIGNATURES ------------ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SOURCE CAPITAL CORPORATION -------------------------- (Registrant) Date: November 09, 1998 By: /s/ D. Michael Jones ------------------------ -------------------- D. Michael Jones President and Chief Executive Officer Date: November 09, 1998 By: /s/ Lester L. Clark ------------------------ ------------------- Lester L. Clark Vice President-Secretary/Treasurer Principal accounting and finance officer 11