U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 10-Q


 


x

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 20152016

o

Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period of

to

Commission File Number 0-7865.

Commission File Number 0-7865.

 


 

SECURITY LAND AND DEVELOPMENT CORPORATION

 

(Exact name of issuer as specified in its charter)

(Exact name of issuer as specified in its charter)

Georgia

58-1088232

(State or other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

(I.R.S. Employer

Identification Number)

 

2816 Washington Road, #103, Augusta, Georgia 30909

(Address of Principal Executive Offices)

 

Issuers Telephone Number (706) 736-6334

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Year)

 


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  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in rule 12b-2 of the Exchange Act.

Large accelerated filer  ☐

Accelerated filer ☐

Non-accelerated filer ☐(Do not check if a smaller reporting company)

Smaller reporting company ☒

 

Large accelerated filer  o                           Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)                                  Smaller reporting company x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YES x    NO  o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes      ☒NoxNo

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

 

Class

Outstanding at August 11, 201510, 2016

Common Stock, $0.10 Par Value

 

5,243,107 shares

 


Table of Contents

 

SECURITY LAND AND DEVELOPMENT CORPORATION

Form 10-Q

Index

 

Part I

FINANCIAL INFORMATION

 

Item 1.

Financial StatementsStatements

 

 

Consolidated Balance Sheets as of June 30, 20152016 and September 30, 20142015

1

 

Consolidated Statements of Income and Retained Earnings for the Three Month PeriodPeriods ended and for the Nine Month Periods ended June 30, 2016 and 2015

2

 

Nine Month Period ended June 30, 2015 and 2014

2

 

Condensed Consolidated Statements of Cash Flows for the Three Month PeriodPeriods ended and for the Nine Month Periods ended June 30, 2016 and 2015

3

 

Month Period ended June 30, 2015 and 2014

3

 

Notes to the Consolidated Financial Statements

4-8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperations

9-10

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

Item 4.

Controls and Procedures

10-1110

Part II

OTHER INFORMATION

11

Item 1.

Legal Proceedings

11

Item 1A.

Risk Factors

11

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

11

Item 3.

Defaults Upon Senior Securities

11

Item 4.

Reserved for Future Use

11

Item 5.

Other Information

11

Item 6.

Exhibits

11

 

SIGNATURES

12-14

 

 


 

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

Item 1. Financial Statements

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

    
 

June 30,

 

September 30,

 

2016

 

2015

 

(unaudited)

  

ASSETS

CURRENT ASSETS

 

  

 

Cash

$ 540,897

 

$ 412,847

Receivables from tenants, net of allowance of $53,809

   

at June 30, 2016 and $52,255 at September 30, 2015

360,388

  

386,469

Prepaid property taxes

-

 

23,251

Income taxes receivable

42,124

 

14,263

    

Total current assets

943,409

  

836,830

    

INVESTMENT PROPERTIES

   

Investment properties for lease, net of accumulated depreciation

6,952,129

  

7,075,175

Land and improvements held for investment or development

3,804,728

  

3,752,863

    
 

10,756,857

 

10,828,038

    

OTHER ASSETS

72,058

  

79,353

    
 

$ 11,772,324

  

$ 11,744,221

    

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

   

Accounts payable and accrued expenses

$ 236,172

  

$ 282,769

Current maturities of notes payable

248,049

  

239,168

 

 

 

 

Total current liabilities

484,221

  

521,937

    

LONG-TERM LIABILITIES

   

Notes payable, less current portion

2,838,761

  

3,025,458

Deferred income taxes

1,414,442

  

1,413,187

    

Total long-term liabilities

4,253,203

 

4,438,645

    

Total liabilities

4,737,424

 

4,960,582

    

STOCKHOLDERS' EQUITY

   

Common stock, par value $.10 per share; 30,000,000 shares authorized;

   

5,243,107 shares issued and outstanding

524,311

 

524,311

Additional paid-in capital

333,216

  

333,216

Retained earnings

6,177,373

  

5,926,112

    

Total Stockholders' Equity

7,034,900

  

6,783,639

  

  

 

Liabilities and Stockholders' Equity

$ 11,772,324

  

$ 11,744,221

  

  

 

The accompanying notes are an integral part of these consolidated financial statements.

-1-

 

CONSOLIDATED BALANCE SHEETS

 

 

June 30,

  

September 30,

 

 

2015

  

2014

 

 

(unaudited)

   

ASSETS

 

 

   

CURRENT ASSETS

 

 

   

Cash

$

777,253

 

$

65,982

Receivables from tenants, net of allowance of $46,392 and $43,578

 

 

 

 

 

at June 30, 2015 and September 30, 2014, respectively

 

359,424

 

 

527,579

Total current assets

 

1,136,677

 

 

593,561

RESTRICTED CASH HELD BY QUALIFIED INTERMEDIARY

 

1,791,839

 

 

-

INVESTMENT PROPERTIES

 

 

 

 

 

Investment properties for lease, net of accumulated depreciation

 

5,208,797

 

 

5,459,560

Land and improvements held for investment or development

 

3,639,598

 

 

3,639,598

 

 

8,848,395

 

 

9,099,158

OTHER ASSETS

 

81,636

 

 

76,239

 

$

11,858,547

 

$

9,768,958

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

Accounts payable and accrued expenses

$

189,450

 

$

452,669

Income taxes payable

 

49,902

 

 

229,031

Current maturities of notes payable

 

236,281

 

 

554,065

Current maturities of deferred revenue

 

 

 

 

18,489

Current note payable to stockholder

 

-

 

 

50,433

Total current liabilities

 

475,633

 

 

1,304,687

LONG-TERM LIABILITIES

 

 

 

 

 

Notes payable, less current portion

 

3,086,192

 

 

2,435,541

Deferred income taxes

 

1,490,712

 

 

737,230

Total long-term liabilities

 

4,576,904

 

 

3,172,771

Total liabilities

 

5,052,537

 

 

4,477,458

STOCKHOLDERS' EQUITY

 

 

 

 

 

Common stock, par value $.10 per share; 30,000,000 shares authorized;

 

 

 

 

 

5,243,107 shares issued and outstanding

 

524,311

 

 

524,311

Additional paid-in capital

 

333,216

 

 

333,216

Retained earnings

 

5,948,483

 

 

4,433,973

Total Stockholders' Equity

 

6,806,010

 

 

5,291,500

Liabilities and Stockholders' Equity

$

11,858,547

 

$

9,768,958

The accompanying notes are an integral part of these consolidated financial statements.


 

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

         
  

For the Three Months

 

For the Nine Months

  

Ended June 30,

 

Ended June 30,

  

2016

 

2015

 

2016

 

2015

  

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

OPERATING REVENUES

        

Rent revenues

 

$ 421,639 

 

$ 383,518 

 

$ 1,251,997 

 

$ 1,148,443 

         

OPERATING EXPENSES

        

Depreciation and amortization

 

49,072 

 

41,780 

 

147,182 

 

126,400 

Property taxes

 

68,198 

 

66,158 

 

200,876 

 

199,808 

Payroll and related costs

 

24,049 

 

19,368 

 

137,975 

 

61,461 

Insurance and utilities

 

30,300 

 

18,679 

 

57,867 

 

36,127 

Repairs and maintenance

 

60,214 

 

49,754 

 

82,120 

 

73,255 

Professional services

 

11,250 

 

11,763 

 

60,128 

 

54,707 

Bad debt

 

1,553 

 

-  

 

1,553 

 

2,814 

Penalties

 

 

 

 

11,551 

Other

 

2,913 

 

1,738 

 

8,694 

 

4,180 

         
  

247,549 

 

209,247 

 

696,395 

 

570,303 

         

Operating income

 

174,090 

 

174,271 

 

555,602 

 

578,140 

         

OTHER INCOME (EXPENSE)

        

Gain on sale of land

 

-  

 

1,862,235 

 

 

1,862,235 

Interest expense

 

(38,414)

 

(40,296)

 

(118,752)

 

(131,609)

Other income

 

-  

 

138,868 

 

7,616 

 

138,868 

         
  

(38,414)

 

1,960,807 

 

(111,136)

 

1,869,494 

         

Income before income taxes

 

135,676 

 

2,135,078 

 

444,466 

 

2,447,634 

         

INCOME TAXES PROVISION

        

Income tax expense

 

56,590 

 

49,902 

 

191,950 

 

179,642 

Income tax deferred (benefit) expense

 

(7,637)

 

760,473 

 

1,255 

 

753,482 

  

48,953 

 

810,375 

 

193,205 

 

933,124 

         

Net income

 

86,723 

 

1,324,703 

 

251,261 

 

1,514,510 

RETAINED EARNINGS, BEGINNING

        

OF PERIOD

 

6,090,650 

 

4,623,780 

 

5,926,112 

 

4,433,973 

         

RETAINED EARNINGS, END OF PERIOD

 

$ 6,177,373 

 

$ 5,948,483 

 

$ 6,177,373 

 

$ 5,948,483 

         

PER SHARE DATA

        

Net income per common share

 

$ 0.02 

 

$ 0.25 

 

$ 0.05 

 

$ 0.29 

         

The accompanying notes are an integral part of these consolidated financial statements.

-2-

- 1 -


 

SECURITY LAND AND DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

         
  

For the Three Months

 

For the Nine Months

  

Ended June 30,

 

Ended June 30,

  

2016

 

2015

 

2016

 

2015

  

(unaudited)

 

(unaudited)

 

(unaudited)

 

(unaudited)

OPERATING ACTIVITIES

        

Net income

 

$ 86,723 

 

$ 1,324,703 

 

$ 251,261 

 

$ 1,514,510 

Adjustments to reconcile net income to net cash provided by

       

operating activities:

        

Depreciation and amortization

 

49,072 

 

41,780 

 

147,182 

 

126,400 

Gain on sale of land

 

 

(1,862,235)

 

 

(1,862,235)

Deferred income taxes

 

(7,637)

 

760,473 

 

1,255 

 

753,482 

Changes in deferred and accrued amounts

 

(113,230)

 

(96,116)

 

(25,126)

 

(290,612)

      

 

 

 

Net cash provided by operating activities

 

14,928 

 

168,605 

 

374,572 

 

241,545 

         

INVESTING ACTIVITIES

        

Sale of investment properties and other assets for

        

improvements to property held for lease

 

 

1,981,900 

 

 

1,993,150 

Additions to restricted cash held by a qualified intermediary

 

(1,791,839)

 

 

(1,791,839)

Additions to investment properties and other assets for

        

improvements to property held for lease

 

(21,095)

 

 

(68,706)

 

(11,949)

         

Net cash (used in) provided by investing activities

 

(21,095)

 

190,061 

 

(68,706)

 

189,362 

         

FINANCING ACTIVITIES

        

Repayments to stockholder

 

 

 

 

(50,433)

Proceeds from note payable

 

 

 

 

1,500,000 

Principal payments on notes payable

 

(59,994)

 

(45,724)

 

(177,816)

 

(1,169,203)

         

Net cash (used in) provided by financing activities

 

(59,994)

 

(45,724)

 

(177,816)

 

280,364 

         

Net (decrease) increase in cash

 

(66,161)

 

312,942 

 

128,050 

 

711,271 

         

CASH, BEGINNING OF PERIOD

 

607,058 

 

464,311 

 

412,847 

 

65,982 

         

CASH, END OF PERIOD

 

$ 540,897 

 

$ 777,253 

 

$ 540,897 

 

$ 777,253 

         

SUPPLEMENTAL CASH FLOW INFORMATION:

        
         

Cash paid for interest

 

$ 39,617 

 

$ 47,752 

 

$ 120,227 

 

$ 137,956 

         

Cash paid for income taxes

 

$ 185,000 

 

$ 125,737 

 

$ 219,811 

 

$ 351,880 

         

The accompanying notes are an integral part of these consolidated financial statements.

-3-


 SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

 

 

For the Three Month

 

 

For the Nine Month

 

 

 

Period Ended June 30,

 

 

Period Ended June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

OPERATING REVENUE

 

 

 

 

 

 

 

 

 

 

 

 

Rent Revenue

$

383,518 

 

$

375,529 

 

$

1,148,443 

 

$

1,109,529 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

41,780 

 

 

42,636 

 

 

126,400 

 

 

108,511 

 

Property taxes

 

66,158 

 

 

67,549 

 

 

199,808 

 

 

199,519 

 

Payroll and related costs

 

19,368 

 

 

18,777 

 

 

61,461 

 

 

58,840 

 

Insurance and utilities

 

18,679 

 

 

19,762 

 

 

36,127 

 

 

37,897 

 

Repairs and maintenance

 

49,754 

 

 

13,851 

 

 

73,255 

 

 

47,121 

 

Professional services

 

11,763 

 

 

66,658 

 

 

54,707 

 

 

106,814 

 

Bad debt

 

 

 

16,466 

 

 

2,814 

 

 

16,466 

 

Penalties

 

 

 

 

 

11,551 

 

 

 

Other

 

1,738 

 

 

1,011 

 

 

4,180 

 

 

3,584 

 

 

 

209,247 

 

 

246,710 

 

 

570,303 

 

 

578,752 

 

Operating income

 

174,271 

 

 

128,819 

 

 

578,140 

 

 

530,777 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Gain on Sale

 

1,862,235 

 

 

 

 

1,862,235 

 

 

 

Interest

 

(40,296)

 

 

(47,250)

 

 

(131,609)

 

 

(142,619)

 

Other Income

 

138,868 

 

 

 

 

138,868 

 

 

 

 

 

1,960,807 

 

 

(47,250)

 

 

1,869,494 

 

 

(142,619)

 

Income before income taxes

 

2,135,078 

 

 

81,569 

 

 

2,447,634 

 

 

388,158 

 

INCOME TAXES PROVISION (BENEFIT)

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

49,902 

 

 

50,113 

 

 

179,642 

 

 

165,941 

 

Income tax deferred expense (benefit)

 

760,473 

 

 

(15,118)

 

 

753,482 

 

 

(14,564)

 

 

 

810,375 

 

 

34,995 

 

 

933,124 

 

 

151,377 

 

Net income

 

1,324,703 

 

 

46,574 

 

 

1,514,510 

 

 

236,781 

 

RETAINED EARNINGS, BEGINNING OF PERIOD

 

4,623,780 

 

 

4,294,362 

 

 

4,433,973 

 

 

4,104,155 

 

RETAINED EARNINGS, END OF PERIOD

$

5,948,483 

 

$

4,340,936 

 

$

5,948,483 

 

$

4,340,936 

 

PER SHARE DATA

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

$

0.25 

 

$

0.01 

 

$

0.29 

 

$

0.05 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

-2-

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

For the Three Month

 

 

For the Nine Month

 

 

 

Period Ended June 30,

 

 

Period Ended June 30,

 

 

 

2015

 

 

2014

 

 

2015

 

 

2014

 

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

 

(unaudited)

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

1,324,703 

$

46,574 

$

1,514,510 

$

236,781 

 

Adjustments to reconcile net income to net cash provided

 

 

 

 

 

 

 

 

 

 

 

 

by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

41,780 

 

 

42,636 

 

 

126,400 

 

 

108,511 

 

Gain on sale

 

(1,862,235)

 

 

 

 

(1,862,235)

 

 

 

Deferred income tax

 

760,473 

 

 

(15,118)

 

 

753,482 

 

 

(14,564)

 

Changes in deferred and accrued amounts:

 

(96,116)

 

 

86,577 

 

 

(290,612)

 

 

66,194 

 

Net cash provided by operating activities

 

168,605 

 

 

160,669 

 

 

241,545 

 

 

396,922 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sale of investment properties

 

1,981,900 

 

 

 

 

1,993,150 

 

 

 

 Addition to restricted cash held by qualified intermediary (1,791,839)  -  (1,791,839)  - 

Additions to investment properties

 

 

 

(196,591)

 

 

(11,949)

 

 

(200,591)

 

Net cash provided by (used in) investing activities

 

190,061 

 

 

(196,591)

 

 

189,362 

 

 

(200,591)

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Repayments to stockholder

 

 

 

 

 

(50,433)

 

 

 

Proceeds from stockholder

 

 

 

 

 

 

 

50,015 

 

Proceeds from notes payable

 

 

 

182,797 

 

 

1,500,000 

 

 

186,804 

 

Principal payments on notes payable

 

(45,724)

 

 

(146,688)

 

 

(1,169,203)

 

 

(433,548)

 

Net cash provided by (used in) financing activities

 

(45,724)

 

 

36,109 

 

 

280,364 

 

 

(196,729)

 

Net increase (decrease) in cash

 

312,942 

 

 

187 

 

 

711,271

 

 

(398)

 

CASH, BEGINNING OF PERIOD

 

464,311 

 

 

24,014 

 

 

65,982 

 

 

24,599 

 

CASH, END OF PERIOD

$

777,253 

 

$

24,201 

 

$

777,253

 

$

24,201 

 

SUPPLEMENTAL CASH FLOW INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

$

47,752 

 

$

39,823 

 

$

137,956 

 

$

139,955 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid for income taxes

$

125,737 

 

$

6,381 

 

$

351,880 

 

$

93,216 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

-3-

SECURITY LAND AND DEVELOPMENT CORPORATION

 

Notes to the Consolidated Financial Statements

 

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q, Article 8 of Regulation S-X and accounting principles generally accepted in the United States of America; therefore, they do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows. Such statements are unaudited but, in the opinion of management, reflect all adjustments, which are of a normal recurring nature and necessary for a fair presentation of results for the selected interim periods. Users of financial information produced for interim periods are encouraged to refer to the footnotes contained in the audited financial statements appearing in our Form 10-K for the year ended September 30, 20142015 when reviewing these interim financial statements.

The financial statements include estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of Security Land and Development Corporation and its four wholly owned subsidiaries, Royal Palms Motel, Inc., SLDC, LLC, SLDC 2, LLC and SLDC III, LLC (described on a consolidated basis as the “Company”). Significant intercompany transactions and accounts are eliminated in consolidation.

Critical Accounting Policies:

Estimates of Useful Lives of Investment Properties for Purposes of Depreciation

Management has estimated useful lives of investment properties, except for land, that is leased, and the Company utilizes the straight-line method to compute depreciation over the estimated useful lives of the investment properties. Actual depreciation of investment properties will vary from management’s estimates, and the value of investment properties is more directly impacted by market conditions and the physical condition of the investment properties.

Evaluation of Long-Lived Assets for Impairment

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of investment properties may not be recoverable. In evaluating recoverability, the Company generally estimates future cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is recognized when the expected future cash flows of the asset are less than its carrying amount.

Estimates of Income Tax Rates Applicable to Deferred Taxes

The Company has deferred income taxes through a series of tax-deferred like-kind exchange transactions on certain investment properties and through accelerated depreciation elections on certain other assets. Actual income taxes that may become due when taxable gains are realized on the sale of assets may differ from management’s estimates as a result of changes in tax laws, the tax status of the Company, or the actual taxable earnings of the Company in the periods the deferred income taxes become due.

Refer to the Company’s Form 10-K for the year ended September 30, 20142015 for further information regarding its critical accounting policies.

-4-


Note 1 – Basis of Presentation, Continued

Recently Issued Accounting Standards

In May 2014, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts (Topic 606). The new standard is effective for reporting periods beginning after December 15, 20162017 and early adoption is not permitted. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition

- 4 -

Note 1 – Basis of Presentation, Continued

for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to identifying performance obligations and accounting for licenses of intellectual property. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company is currently evaluating the impacts of adoption and the implementation approach to be used.

In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes. Under the amended guidance, deferred tax liabilities and assets are required to be classified as noncurrent in a classified statement of financial position. The amendments are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods with early adoption permitted as of the beginning of an interim or annual reporting period. The Company has not yet adopted the amended guidance. The Company is currently evaluating the impact of adoption.

In February 2016, the FASB issued new guidance to change accounting for leases and that will generally require most leases to be recognized on the balance sheet. The new lease standard only contains targeted changes to accounting by lessors, however, lessees will be required to recognize most leases in their balance sheets as lease liabilities for lease payments and right-of-use assets representing the lessee’s rights to use the underlying assets for the lease terms for lease arrangement longer than 12 months. Under this approach, a lessee will account for most existing capita/finance leases as Type A leases and most existing operating leases as Type B leases. Type A and Type B leases have unique accounting and disclosure requirements. Existing sale-leaseback guidance, including guidance for real estate, will be replaced with a new model applicable to both lessees and lessors. The new guidance will be effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Early adoption is permitted for all companies and organizations. Management is currently analyzing the impact of the adoption of this guidance on the company’s consolidated financial statements, including assessing changes that might be necessary to information technology system, processes and internal controls to capture new data and address changes in financial reporting.

In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

-5-


Note 2 – Investment Properties

Investment properties leased or held for lease to others under operating leases consisted of the following at
June 30, 20152016 and September 30, 2014:2015:

 

June 30,

 

September 30,

 

2015

 

2014

 

(unaudited)

 

 

 

National Plaza building, land and improvements

$

5,305,419 

 

$

5,325,348 

Evans Ground Lease, land and improvements

 

2,382,673 

 

 

2,382,673 

Commercial land and improvements

 

3,639,598 

 

 

3,639,598 

 

 

11,327,690 

 

 

11,347,619 

Less accumulated depreciation

 

(2,479,295)

 

 

(2,360,803)

 

 

8,848,395 

 

 

8,986,816 

Residential rental property

 

 

 

145,847 

Less accumulated depreciation

 

 

 

(33,505)

 

 

 

 

112,342 

Investment properties for lease, net of accumulated

 

 

 

 

 

depreciation

$

8,848,395 

 

$

9,099,158 

 

 

June 30,

2016

 

September 30,

2015

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

National Plaza building, land and improvements

$

5,322,260 

 

$

5,305,419 

 

Evans Ground Lease, land and improvements

 

2,382,673 

 

 

2,382,673 

 

Wrightsboro Road Building, land and improvements

 

1,905,875 

 

 

1,905,875 

 

Commercial land and improvements

 

3,804,728 

 

 

3,752,863 

 

 

 

13,415,536 

 

 

13,346,830 

 

 

 

 

 

 

 

 

Less accumulated depreciation

 

(2,658,679)

 

 

(2,518,792)

 

 

 

 

 

 

 

 

Investment properties for lease, net of depreciation

$

10,756,857 

 

$

10,828,038 

 

 

 

 

 

 

 

 

Depreciation expense totaled approximately $39,000$47,000 and $42,000$39,000 for the three-month periods ended June 30, 20152016 and 2014,2015, respectively and approximately $120,000$140,000 and $105,000$120,000 for the nine-month periods ended June 30, 20152016 and 2014,2015, respectively.

The

National Plaza is a retail strip center located on Washington Road in Augusta Georgia. Approximately 81% of the rentable space at the National Plaza is leased to Publix Supermarkets, Inc., the National Plaza’s anchor tenant. In April 2015, the Company sold .038 acres of fee simple right-of-way, .191 acres of temporary easement for construction and .158 acres of permanent easement for construction. The sales proceeds from these transactions were $186,900. In June of 2015 the Company sold an outparcel approximating 1 acre in size on Stanley Drive and a rental house on Stanley Drive for $1,795,000. Together, the Company recognized a gain of approximately $1,862,000 on these sales. The Company is planning to reinvest the proceeds through a like kind exchange for other similar real estate held for development or lease and defer the related tax liability. The Company’s management has identified property suitable for investment and has made an offer on one. A qualified intermediary holds the proceeds from the sale approximating $1,792,000.

The Company entered into a long-term ground lease with a major national tenant and its developer in May 2006 on approximately 18 acres of land in Columbia County, Georgia. The agreement required monthly rental payments of $20,833 during the development period, which was completed in January 2007. Following the expiration of the development period, the lease requiresrequired annual rental payments of $500,000 for the first 5 years then increasing 5% in years 6, 11, and 16. The lessee has an option to renew at year 21 and another option every 5 years thereafter for a possible total lease term of 50 years. The lease provides for the tenant to pay for insurance and property taxes. The Company is recognizing rents on a straight-line basis over the lease term.

 

In September of 2015 the Company purchased a commercial building consisting of approximately 25,000 square feet of retail space and 27,000 square feet of warehouse space on approximately 3.5 acres of land located on Wrightsboro Road. The retail space is currently leased to a local retailer and rent commenced on October 1, 2015. The related lease term is 10 years with annual rental payments totaling $142,000, paid monthly, increasing to $153,000 per year in 2021. The warehouse space was available for lease as of September 30, 2015. The Company is recognizing rents on a straight-line basis over the lease term. 

- 5 -

Note 2 – Investment Properties, Continued

The Company holds several parcels of land for investment or development purposes, including 19.38 acres of land in North Augusta, South Carolina, purchased in parcels during 2007 and 2008. The Company also owns approximately 85 acres of land in south Richmond County, Georgia and a 1.1 acre1.1-acre parcel along Washington Road in Augusta, Georgia that adjoins the Company’s National Plaza investment property. The aggregate costs of these investment properties held for investment or development was $3,639,598$3,804,728 and $3,752,863 at June 30, 20152016 and September 30, 2014.2015, respectively.

Refer to the Company’s Form 10-K for the year ended September 30, 20142015 for further information on operating lease agreements and land held for investment or development purposes.

Note 3 – Notes Payable

 

 

 

 

 

Notes payable consisted of the following at:

 

 

 

 

 

 

 

June 30,
2015

 

 

September 30,
2014

 

 

(unaudited)

 

  

In November of 2012, the Company converted the line of credit to a fixed rate loan due December 2017. The new term loan accrued interest at 5.5% annually with monthly installments of $3,287. The balance related to the purchase of the 1 acre adjoining the North Augusta,   South  Carolina   property   in  May  2008   and   was collateralized  by  the  residential  property  on  Stanley  Drive  in Augusta, Georgia. The note was paid off in March 2015.

 

 

 

 

 

 

$

-

 

$

260,323

A note payable to an insurance company, secured with a mortgage interest in National Plaza and an assignment of rents.  The note was payable in monthly installments of $35,633, including principal and interest, through June  2015, and bore interest at a  fixed rate of 7.875%. The note was paid off in March 2015.

 

 

 

 

 

 

 

 

 

 

310,423

A note payable to a regional financial institution collateralized with 17.54 acres of land in North Augusta, South Carolina.  The note was payable in monthly installments of $7,563, including principal and interest, through July 2018, and bore interest at a fixed rate of 5%. The note was paid off in March 2015.

 

 

 

 

 

 

 

 

 

 

319,330

A  note  payable  to  an  insurance  company  collateralized  with approximately 18 acres of land in Columbia County, Georgia, and an assignment of the long-term ground lease.  The note is payable in monthly installments of $17,896, including principal and interest, through May 1, 2027, and bears interest at a fixed rate of 5.85%.

 

 

 

 

 

 

 

1,839,603

 

 

1,918,026

A note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents.  The note  is  payable  in  monthly  installments  of  $15,220,  including principal and interest, through April 2025, and bears interest at a fixed rate of 4%.  The proceeds were used to pay the Company’s outstanding income tax liability, four notes payable collateralized by the Company’s land held for lease and investment portfolio and one uncollateralized note payable to a shareholder.  The proceeds were also used to fund improvements at National Plaza.

 

 

 

 

 

 

1,482,870

 

 

-

 

-6-

 


- 6 -

Note 3 – Notes Payable Continued

 

A construction loan to a regional financial institution collateralized with 17.54 acres of land in North Augusta, South Carolina. The loan was procured to finance tenant improvements for the lease of in-line space at National Plaza executed on January 17, 2014. In April, 2014 construction of the tenant improvements was completed and with total principal borrowed of $186,804. The loan converted to a note payable with monthly installments of $3,728 including principal and interest over a 60 month term with fixed interest of 4.25%. The related lease agreement calls for monthly payments of this amount to be paid to the Company in addition to monthly minimum rental payments. The note was paid off in March 2015.

 

-

  

181,504 

 

     

A note payable to a stockholder, who is also a member of the Flanagin Family, to meet the cash flow needs of the Company. The note matured in July 2015 and accrued interest at 5%. The note was paid off in March 2015.

     

 

 

-

  

50,433 

 

 

3,322,473 

  

3,040,039 

Less current maturities

 

(236,281)

  

(604,498)

 

$

3,086,192 

 

$

2,435,541 


Notes payable consisted of the following at:

 

 

June 30,
2016

 

September 30,
2015

(unaudited)

 

 

A note payable to an insurance company collateralized with approximately 18 acres of land in Columbia County, Georgia, and an assignment of the long-term ground lease. The note is payable in monthly installments of $17,896, including principal and interest, through May 1, 2027, and bears interest at a fixed rate of 5.85%.

$ 1,729,554 

 

$ 1,812,690 

 

A note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents. The note is payable in monthly installments of $15,220, including principal and interest, through April 2025, and bears interest at a fixed rate of 4%. The proceeds were used to pay the Company’s outstanding income tax liability, four notes payable collateralized by the Company’s land held for lease and investment portfolio and one uncollateralized note payable to a shareholder. The proceeds were also used to fund improvements at National Plaza.

1,357,256 

 

1,451,936 

 

3,086,810 

 

3,264,626 

 

Less current maturities

(248,049)

 

(239,168)

 

 

$ 2,838,761 

 

$ 3,025,458 

     

Management of the Company expects future liquidity needs of the Company to be funded from rent revenues, refinancing and the appreciation in investment properties (which can be sold or mortgaged, if necessary).

Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $236,281.$248,049. The Company projects that it will be able to fund the payment of its current maturities of notes payable through cash flows generated from its operations and cash on hand, but there can be no assurance that this will occur.

 

Note 4 – Income Taxes

At September 30, 20142015 the Company had outstanding income taxes payablereceivable of $229,031, all of which was$14,263 related to the fiscal year 2014. In March 2015 the Company executed a note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents and used a portion of the related proceeds to pay the outstanding tax liability for the fiscal year 2014 in full.2015. As of June 30, 20152016, the Company’s outstandingCompany has income taxes payable is $49,902,receivable of $42,124, all of which relateswill be applied to 2015.estimated taxes due for the fourth quarter of 2016.

Note 5 - Concentrations

Substantially all of the Company’s assets consist of real estate located in Richmond and Columbia Counties in the state of Georgia and in Aiken County, South Carolina. Substantially all of the Company’s revenues are earned from twothree of the Company’s investment properties, National Plaza, and the Evans Ground Lease, and the Wrightsboro Road Lease, which comprise approximately 56%51%, 40% and 44%9% of the Company’s revenues, respectively.respectively, for the three-month period ended June 30, 2016. The anchor tenant for National Plaza, Publix Supermarkets, Inc. (“Publix”), a regional food supermarket chain, leases approximately 81% of the space at National Plaza. The Company generates approximately 42%31% of its revenues though its lease with Publix.

-7-


Note 6 - Related Party Transactions

The Company purchases insurance from an insurance company of which a member of the Company’s Board of Directors is President Emeritus. The Company’s Board of Directors believes that the insurance prices obtained from the insurance company were not in excess of prices that would have been paid had the Company obtained this insurance from other sources.

The Company hired an attorney who is also a member of the Company’s Board of Directors and who also serves as Vice President of the Company, to represent the Company in a legal matter regarding a tenant’s claim for reimbursement of certain expenses charged. The matter was settled in June 2015.

During the second quarter of fiscal 2014, the Company borrowed $50,015 from a stockholder, who is also a member of the Flanagin family, to meet cash flow needs. This note was paid in full in March 2015.

- 7 -

Note 7-7 - Legal Matter

In June 2015, the Company settled a legal matter regarding a tenant’s claim for reimbursement of certain expenses charged. The Company incurred approximately $11,000 in expenses duringcharged to the quarter and recognized other income of approximately $139,000 after adjustingtenant by the $150,000 previously accruedCompany. Refer to the Company’s Form 10-K for the matter.year ended September 30, 2015 for further information regarding this settlement.

Note 8- Property Transaction

On June 24, 2015 the Company sold approximately 1 acre of land, previously included as part of National Plaza, adjacent to Stanley Drive and a residential house on .43 acres of land held for lease on Stanley Drive. The gain was recognized in the quarter ended June 30, 2015. However, the Company has identified property and made an offer on one qualified property to purchase as part of a tax-free like kind exchange related to the June 2015 sale. The Company has 180 days from the June closing to purchase a qualified property and meet the requirements of the IRS regarding tax-free like kind exchanges.

 

 

 

-8-

 


- 8 -

 

Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations:

 

The Company’s results of operations for the nine months ended June 30, 2015,2016, and a comparative analysis of the same period for 20142015 are presented below:

 

 

Increase (Decrease)

 

 

 

 

 

Increase (decrease)

 

2015 compared to 2014

 

 

 

 

 

2016 compared to 2015

2015

 

2014

 

 

Amount

  

Percent

 

2016

 

2015

 

Amount

 

Percent

Rent revenue

$ 1,148,443

$  1,109,529

 

$

38,914

  

4 %

Gain on Sale

1,862,235

-

 

1,862,235

  

N/A

 

 

 

 

 

 

 

 

Rent revenues

$

1,251,997

 

$

1,148,443

 

$

103,554 

 

9%

Gain on sale of land 

-

 

1,862,235

 

(1,862,235)

 

-100%

Operating expenses

570,303

578,752

 

(8,449)

  

-1 %

 

696,395

 

570,303

 

126,092 

 

22%

Interest expense

131,609

142,619

 

(11,010)

 

-8 %

 

118,752

 

131,609

 

 

(12,857)

 

-10%

Income tax expense

933,124

151,377

 

781,747

 

516 %

 

193,205

 

933,124

 

(739,919)

 

-79%

Other Income

138,868

-

 

138,868

 

N/A

Other income

 

7,616

 

138,868

 

(131,252)

 

-95%

Net income

1,514,510

236,781

 

1,277,729

 

540 %

 

251,261

 

1,514,510

 

(1,263,249)

 

-83%

 

 

 

 

 

 

 

 

 

Rent revenue consists primarilyrevenues consist of rent revenue from the Company’s National Plaza, a strip center on Washington Road in Augusta, Georgia, and the Evans Ground Lease in Evans, Georgia. The Company also earned rent revenue from a lease on the Wrightsboro Road property with an apparel and home goods retailer and a ground lease with an auto-repair service operation on an out-parcel of National Plaza. Rental income for the nine months period ended June 30, 20152016 increased compared to the same period for 20142015 due to increased occupancy in the small shops at National Plaza.addition of the rent related to the Wrightsboro Road property lease which commenced on October 1, 2015.

Refer to the Company’s Form 10-K for the year ended September 30, 20142015 for further information regarding the properties owned and their lease terms.

In June of 2015 the Company recognized a gain on the sale of approximately 1 acre of land, previously included as part of National Plaza, adjacent to Stanley Drive and a residential house on .43 acres of land held for lease on Stanley Drive. The Company has identified property to purchase and made an offer on one property as part ofproceeds from this sale were used in a tax-freetax deferred like kind exchange related tofor the June 2015 sale.Wrightsboro Road property that was purchased in September 2015.

Total operating expenses for the nine months ended June 30, 2015 are consistent with2016 increased compared to the same period for 2014.2015 due to a bonus to the Company’s president in relation to the sale of an approximately 1 acre outparcel of National Plaza and the Stanley Drive house. The proceeds from this sale were used in a tax deferred like kind exchange for the Wrightsboro Road property that was purchased in September 2015. The Company’s operating expenses also increased due to the property tax expense for Wrightsboro Road property purchased during 2015. Refer to the Company’s Form 10-K for the year ended September 30, 2015 for further information regarding these transactions. In addition, operating expense also increased due to depreciation cost related to the Wrightsboro Road property acquired in 2015. Management expects operating expenses for the remainder of the current fiscal year to be comparabledecrease slightly relative to the current operating period.period as no other similar bonuses are anticipated in the current fiscal year.

Interest expense for the nine month periodmonths ended June 30, 20152016 decreased compared to 20142015 due to the decrease in debt resulting from scheduled principal payments and debt restructuring.payments. Management expects interest expense for the remainder of the current fiscal year to continue to increase given the increase indecrease as outstanding debt in March 2015.continues to amortize.

Income tax expense for the nine month period ended June 30, 2015 increased2016 decreased compared to the same period for 20142015 due to deferred tax expense recognized in 2015 related to the sale of the outparcel and rental house on Stanley driveDrive noted above. Management expects income tax expense for the remainder of the current fiscal year to decrease significantly as no similar sales are anticipated for the remainder of the fiscal year.

 

- 9 -

-9-

 



During 2011, the Company was notified by a tenant of a claim for reimbursement of certain expenses the Company charged in association with a tenant lease. It was the opinion of the Company's management that the Company was not liable for the claim. Beginning in 2011 the Company accrued approximately $150,000 for professional fees and otherexpenses to defend its position against the claim. The matter was settled in June 2015 and resulting costs totaled approximately $11,000. The remaining accrual of approximately $138,000 was written off and recognized as other income.income in June 2015.

Liquidity and Sources of Capital:

The Company’s ratio of current assets to current liabilities at June 30, 20152016 was 238%195%. The ratio was 45%160% at September 30, 2014.2015. 

Management of the Company expects future liquidity needs of the Company to be funded from rent revenues, refinancing and the appreciation in investment properties (which can be sold or mortgaged, if necessary).

Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $236,281.$248,049. The Company projects that it will be able to fund the payment of its current maturities of notes payable through cash flows generated from its operations and cash on hand, but there can be no assurance that this will occur.

Cautionary Note Regarding Forward-Looking Statements:

The results of operations for the nine-month periodthree and nine months ended June 30, 20152016 are not necessarily indicative of the results that may be expected for the entire fiscal year. The Company may, from time to time, make written or oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (the “Commission”) and its reports to stockholders. Such forward-looking statements are made based on management’s belief as well as assumptions made by, and information currently available to, management pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, but not limited to, competition from other real estate companies, the ability of the Company to obtain financing for projects, and the continuing operations of tenants.

Item  3. Quantitative and Qualitative Disclosures About Market Risks

Not applicable to smaller reporting companies

Item  4. Controls and Procedures

(a)

(a)      Within the 90 days prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures were ineffective.

(b)      There were no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date the Chief Executive Officer carried out the evaluation.

          

(b)

There were no significant changes in the Company’s internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date the Chief Executive Officer carried out the evaluation.

As of September 30, 2014,2015, the Company’s management evaluated the effectiveness of its internal control. Based on the evaluation, the Company’s management concluded that the Company’s internal control over financial reporting was ineffective as of September 30, 20142015 and identified a material weakness related to the lack of segregation of duties, accounting personnel with the requisite knowledge of GAAP and the lack of written policies and procedures over financial reporting.

 

          

-  10 -

Notwithstanding the existence of this material weakness in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented. There has been no change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

-10-

 


PART II - OTHER INFORMATION

Item  1. Legal Proceedings

During 2011, the Company was notified by a tenant of a claim for reimbursement of certain expenses charged by the Company. It was the opinion of the Company's management that the Company was not liable for this claim. The Company accrued approximately $150,000 for professional fees and other expenses to defend its position through September 30, 2014.position. The matter was settled in Junethe year ended September 30, 2015 and resulting costs during the quarter totaled approximately $11,000.$139,000 was recognized as income as a result of the settlement. 

Item  1A. Risk Factors

The Company, as a smaller reporting company, is not required to provide the information required by this item.

Item  2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item  3. Defaults Upon Senior Securities

None

Item  4. Reserved for Future Use

Item  5. Other Information

Management of the Company notes that no Forms 8-K were filed during the period and Management is not aware of any un-reported matters occurring during the period that would require disclosure in a Form 8-K.

Item  6. Exhibits

 

(a)

Item 6. ExhibitsExhibit No.

(a) 

Exhibit No.

Description

31.1

Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1

Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101

101The following financial information from Security Land and Development Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 20152016 is formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Retained Earnings, (iii) the condensed Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.

 

 

 

 

 

 

 

-11-


 

- 11 -

 

 

 

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.

 

SECURITY LAND AND DEVELOPMENT CORPORATION

(Registrant)

 

 

By:

/s/ T. Greenlee Flanagin

 

August 11, 201510, 2016

 

T. Greenlee Flanagin

 

Date

 

President

 

 

 

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                                           

 

 

-12-

 

- 12 -