U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
x Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2007
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.
SECURITY LAND AND DEVELOPMENT CORPORATION
(Exact name of small business issuer as specified in its charter)
Georgia |
| 58-1088232 |
(State or other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| 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 shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
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 June 30, 2007 |
Common Stock, $0.10 Par Value |
| 5,247,107 shares |
Transitional Small Business Disclosure Format: YES o NO x
SECURITY LAND AND DEVELOPMENT CORPORATION
AND SUBSIDIARIES
Form 10-QSB
Index
Part I FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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Consolidated Balance Sheets as of June 30, 2007 and September 30, 2006 |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
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| Unaudited |
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| June 30, |
| September 30, |
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| 2007 |
| 2006 |
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ASSETS |
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CURRENT ASSETS |
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Cash and cash equivalents |
| $ | 456,778 |
| $ | 19,228 |
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Receivable from tenants |
| 80,084 |
| 82,044 |
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Prepaid property taxes |
| — |
| 17,576 |
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Income taxes receivable |
| 32,620 |
| 122,397 |
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Total current assets |
| 569,482 |
| 241,245 |
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INVESTMENT PROPERTIES |
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Investment properties for lease, net of accumulated depreciation |
| 6,341,968 |
| 6,435,100 |
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Land and improvements held for investment or development |
| 2,552,032 |
| 371,786 |
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| 8,894,000 |
| 6,806,886 |
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LOAN FEES AND OTHER ASSETS, NET |
| 101,627 |
| 38,156 |
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| $ | 9,565,109 |
| $ | 7,086,287 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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CURRENT LIABILITIES |
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Accounts payable and accrued expenses |
| $ | 120,834 |
| $ | 375,406 |
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Current portion of notes payable |
| 318,492 |
| 319,465 |
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Current portion of deferred income |
| 24,652 |
| 24,652 |
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Line of credit |
| — |
| 183,100 |
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Advances payable to stockholders |
| — |
| 500 |
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Total current liabilities |
| 463,978 |
| 903,123 |
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LONG-TERM LIABILITIES |
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Notes payable, less current portion |
| 5,206,878 |
| 2,547,225 |
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Deferred income taxes |
| 463,867 |
| 455,507 |
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Deferred income, less current portion |
| 170,494 |
| 188,983 |
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Total long-term liabilities |
| 5,841,239 |
| 3,191,715 |
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Total liabilities |
| 6,305,217 |
| 4,094,838 |
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STOCKHOLDERS’ EQUITY |
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Common stock, par value $.10 per share; 30,000,000 shares authorized; 5,247,107 shares issued and outstanding |
| 524,711 |
| 524,711 |
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Additional paid-in capital |
| 332,816 |
| 332,816 |
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Retained earnings |
| 2,402,365 |
| 2,133,922 |
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| 3,259,892 |
| 2,991,449 |
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| $ | 9,565,109 |
| $ | 7,086,287 |
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The accompanying notes are an integral part of these consolidated financial statements.
1
SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
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| For the Three Month |
| For the Nine Month |
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| Period Ended June 30, |
| Period Ended June 30, |
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
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RENT REVENUE |
| $ | 335,647 |
| $ | 222,492 |
| $ | 905,994 |
| $ | 585,422 |
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OPERATING EXPENSES |
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Depreciation and amortization |
| 31,948 |
| 33,382 |
| 95,162 |
| 100,145 |
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Property taxes |
| 33,101 |
| 31,750 |
| 89,189 |
| 94,967 |
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Payroll and related costs |
| 19,912 |
| 13,269 |
| 49,377 |
| 39,582 |
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Insurance and utilities |
| 13,745 |
| 13,807 |
| 31,335 |
| 32,123 |
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Repairs and maintenance |
| 5,486 |
| 10,712 |
| 16,886 |
| 21,382 |
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Professional services |
| 3,423 |
| 9,518 |
| 25,792 |
| 29,868 |
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Other |
| 1,116 |
| 3,047 |
| 2,472 |
| 3,694 |
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| 108,731 |
| 115,485 |
| 310,213 |
| 321,761 |
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Operating income |
| 226,916 |
| 107,007 |
| 595,781 |
| 263,661 |
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OTHER EXPENSE |
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Interest, net |
| (78,214 | ) | (59,890 | ) | (194,274 | ) | (180,567 | ) | ||||
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Income before income taxes |
| 148,702 |
| 47,117 |
| 401,507 |
| 83,094 |
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INCOME TAXES |
| 48,337 |
| 23,379 |
| 133,064 |
| 23,379 |
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Net income |
| 100,365 |
| 23,738 |
| 268,443 |
| 59,715 |
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RETAINED EARNINGS, BEGINNING OF PERIOD |
| 2,302,000 |
| 2,180,835 |
| 2,133,922 |
| 2,144,858 |
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RETAINED EARNINGS, END OF PERIOD |
| $ | 2,402,365 |
| $ | 2,204,573 |
| $ | 2,402,365 |
| $ | 2,204,573 |
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PER SHARE DATA |
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Net income per common share |
| $ | 0.02 |
| $ | 0.00 |
| $ | 0.05 |
| $ | 0.01 |
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The accompanying notes are an integral part of these consolidated financial statements.
2
SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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| For the Three Month |
| For the Nine Month |
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| Period Ended June 30, |
| Period Ended June 30, |
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| 2007 |
| 2006 |
| 2007 |
| 2006 |
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OPERATING ACTIVITIES |
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Net income |
| $ | 100,365 |
| $ | 23,738 |
| $ | 268,443 |
| $ | 59,715 |
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Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
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Depreciation and amortization |
| 31,948 |
| 33,382 |
| 95,162 |
| 100,145 |
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Changes in deferred and accrued amounts |
| 71,426 |
| (58,313 | ) | (155,388 | ) | (69,469 | ) | ||||
Net cash provided by (used in) operating activities |
| 203,739 |
| (1,193 | ) | 208,217 |
| 90,391 |
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INVESTING ACTIVITIES |
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Purchase of land |
| (2,180,247 | ) | — |
| (2,180,247 | ) | — |
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FINANCING ACTIVITIES |
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Repayments to stockholders, net of advances |
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| (60,765 | ) | (500 | ) | (8,222 | ) | ||||
Proceeds from (repayments to) line of credit, net |
| (419,890 | ) | 133,100 |
| (183,100 | ) | 133,100 |
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Payment of debt issuance costs |
| (65,500 | ) | — |
| (65,500 | ) | — |
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Proceeds from notes payable |
| 3,000,000 |
| — |
| 3,000,000 |
| — |
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Principal payments on notes payable |
| (161,403 | ) | (73,284 | ) | (341,320 | ) | (215,246 | ) | ||||
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Net cash provided by (used in) financing activities |
| 2,353,207 |
| (949 | ) | 2,409,580 |
| (90,368 | ) | ||||
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Net increase (decrease) in cash and cash equivalents |
| 376,699 |
| (2,142 | ) | 437,550 |
| 23 |
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CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
| 80,079 |
| 7,345 |
| 19,228 |
| 5,180 |
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CASH AND CASH EQUIVALENTS, END OF PERIOD |
| $ | 456,778 |
| $ | 5,203 |
| $ | 456,778 |
| $ | 5,203 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for interest |
| $ | 81,056 |
| $ | 59,890 |
| $ | 197,116 |
| $ | 180,567 |
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Cash paid for income taxes |
| $ | 160,000 |
| $ | 10,744 |
| $ | 160,000 |
| $ | 23,991 |
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The accompanying notes are an integral part of these consolidated financial statements.
3
SECURITY LAND AND DEVELOPMENT CORPORATION
AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
Note 1 — Basis of Presentation and Critical Accounting Policies
The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-QSB 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-KSB for the year ended September 30, 2006, and the Form 8-K dated April 20, 2007, when reviewing 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 three wholly owned subsidiaries, Royal Palms Motel, Inc., SLDC, LLC, and SLDC2, 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 are 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 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 the 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.
4
Note 2 — Investment Properties
Investment properties leased or held for lease to others under operating leases consisted of the following at June 30, 2007 and September 30, 2006:
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| June 30, |
| September 30, |
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| 2007 |
| 2006 |
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National Plaza building, land and improvements |
| $ | 5,136,296 |
| $ | 5,136,296 |
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Commercial rental buildings, land and improvements |
| 2,535,588 |
| 2,535,588 |
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| 7,671,884 |
| 7,671,884 |
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Less accumulated depreciation |
| (1,461,938 | ) | (1,370,843 | ) | ||
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| 6,209,946 |
| 6,301,041 |
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Residential rental property |
| 145,847 |
| 145,847 |
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Less accumulated depreciation |
| (13,825 | ) | (11,788 | ) | ||
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Investment properties for lease, net of accumulated depreciation |
| $ | 6,341,968 |
| $ | 6,435,100 |
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Depreciation expense totaled $128,964 for the year ended September 30, 2006. Depreciation expense totaled $93,132 and $98,457, respectively, for the nine month period ended June 30, 2007 and 2006. Depreciation expensed totaled $31,044 and $32,819, respectively, for the three month period ended June 30, 2007 and 2006.
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.
The Company entered into a long-term ground lease with a major national tenant and its developer in May 2006 on the 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 requires annual rental payments of $500,000 for the first 5 years then increasing 5% in years 6, 11, and 16. The lease 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.
The Company also holds several parcels of land for investment or development purposes, including 14 acres of land in North Augusta, South Carolina, purchased in April 2007 for $2,180,246, and 84.4 acres of land in south Richmond County, Georgia.
Refer to the Company’s Form 10-KSB for the year ended September 30, 2006, and the Form 8-K dated April 20, 2007, for further information on operating lease agreements and land held for investment or development purposes.
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Note 3 — Notes Payable
Notes payable consisted of the following at:
| June 30, |
| September 30, |
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| 2007 |
| 2006 |
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A note payable to an insurance company, secured with a mortgage interest in National Plaza and an assignment of rents. The note is payable in monthly installments of $35,633, including interest, through June 2015, and bears interest at a fixed rate of 7.875%. |
| $ | 2,531,980 |
| $ | 2,697,649 |
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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 $21,234, including interest, through May 1, 2027, and bears interest of a fixed rate of 5.85%. |
| 2,993,390 |
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A note payable to a regional financial institution, collateralized with property held by the Company in Richmond County, Georgia. The note was payable in monthly installments of $3,251, including interest, through December 2006, with the note’s then remaining principal balance payable in a lump-sum. The note bore interest at the Prime rate (8.25% at September 30, 2006). The note, which was dated December 2003, was a refinancing of a prior note, which matured in November 2003. |
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| 45,277 |
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A note payable to a regional financial institution, collateralized by the Company’s residential rental property. The note was payable in monthly installments of $1,332, including interest, through June 2008, with the note’s then remaining principal balance payable in a lump-sum. The note bore interest at a fixed rate of 6.25%. The note, which was dated June 2005, was a refinancing of a prior note, which matured in June 2005. |
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| 77,403 |
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A note payable to a regional financial institution, collateralized with property held by the Company in Richmond County, Georgia. The note was payable in monthly installments of $3,454, including interest, through November 2007, with the note’s then remaining principal balance payable in a lump-sum. The note bore interest at a fixed rate of 6.25%. |
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| 46,361 |
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| 5,525,370 |
| 2,866,690 |
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Less current maturities |
| (318,492 | ) | (319,465 | ) | ||
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| $ | 5,206,878 |
| $ | 2,547,225 |
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In April 2006, the Company used the proceeds from the note payable with an insurance company to pay off the line of credit and notes payable to a regional financial institution.
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Note 4 — 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 North Augusta, South Carolina. Approximately 55% of the Company’s revenues are earned from one of the Company’s investment properties, National Plaza. The anchor tenant, Publix Supermarkets, Inc. (“Publix”), a regional food supermarket chain, leases approximately 81% of the space at National Plaza. This regional food supermarket is the anchor tenant of National Plaza. The Company generates approximately 40% of its revenues though its lease with Publix. Approximately 44% of the Company’s revenues are earned from the long-term ground lease with a major national tenant and its developer on the approximately 18 acres of land in Columbia County, Georgia.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies:
Management of the Company has identified the following as critical accounting policies:
· Estimates of useful lives of investment properties for purposes of depreciation.
· Evaluation of long-lived investment assets for impairment.
· Estimates of income tax rates applicable to deferred taxes.
Refer to the Company’s Form 10-KSB for the year ended September 30, 2006 for further information regarding its critical accounting policies
The Company’s results of operations for the nine month period ended June 30, 2007, and a comparative analysis of the same period for 2006 are presented below:
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| 2007 compared to |
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| 2006 |
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| 2007 |
| 2006 |
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| Percent |
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Rent revenue |
| $ | 905,994 |
| $ | 585,422 |
| $ | 320,572 |
| 55 | % |
Operating expenses |
| 310,213 |
| 321,761 |
| (11,548 | ) | (4 | )% | |||
Interest expense |
| 194,274 |
| 180,567 |
| 13,707 |
| 7 | % | |||
Income tax expense |
| 133,064 |
| 23,379 |
| 109,685 |
| 569 | % | |||
Net income |
| 268,443 |
| 59,715 |
| 208,728 |
| 450 | % | |||
In 2006, rent revenue consisted primarily of rent revenue from the Company’s National Plaza, a strip center on Washington Road in Augusta, Georgia. The Company also earns rent revenue from a ground lease with an auto-repair service operation on an outparcel of National Plaza. Rent revenue increased from 2006 to 2007 primarily due to the Company earning revenue related to the long-term ground lease on the approximately 18 acres in Columbia County, Georgia beginning in the 3rd Quarter of 2006. The Company received $20,833 in monthly rent until the expiration of the development period which was in January 2007, at which time the Company began receiving $41,677 a month.
Refer to the Company’s Form 10-KSB for the year ended September 30, 2006 for further information regarding the properties owned and lease terms.
Total operating expenses for the nine months ended June 30, 2007 is consistent with the same period for 2006. Management expects operating expenses for the remainder of the current fiscal year to be comparable to the present three month period.
When considering an increase in the Company’s outstanding debt, interest expense for the current period is comparable to 2006 and, on an annualized basis, is comparable to the Company’s interest expense for the fiscal year ended September 30, 2006.
The increase in income tax expense for the nine months ended June 30, 2007, compared with the same period of 2006, is consistent with the increase in net income. The Company’s income tax expense for the nine months ended June 30, 2007 and 2006 was 33% and 28% of pretax income, respectively.
8
Liquidity and Sources of Capital:
The Company’s ratio of current assets to current liabilities at June 30, 2007 was 123%. The ratio was 27% at September 30, 2006. Management of the Company expects future liquidity needs of the Company to be funded from operating revenues of the Company and appreciation in investment properties (which can be sold or mortgaged, if necessary). The Company continues to pursue additional sources of rent revenue and to evaluate opportunities to reduce operating costs.
Cautionary Note Regarding Forward-Looking Statements:
The results of operations for the three month period and nine month period ended June 30, 2007 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. Controls and Procedures
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 Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s SEC filings. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Chief Executive Officer carried out the evaluation.
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Item 6. Exhibits and Reports on Form 8-K
(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 |
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|
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|
(b) |
| Form 8-K was filed April 20, 2007 |
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 10, 2007 |
|
|
|
|
| T. Greenlee Flanagin |
| Date |
| President |
|
|
| Chief Executive Officer |
|
|
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