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 December 31, 2000 [_] Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________________ to _________________ Commission File Number 0-7865. ------ SECURITY LAND AND DEVELOPMENT CORPORATION ----------------------------------------- GEORGIA 58-1088232 ------- ---------- (State or other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 2816 Washington Road, #103, Augusta, Georgia 30909 - -------------------------------------------- ----- (Address of Principal Executive Offices) Zip Code Issuers Telephone Number (706) 736-6334 -------------- ----------------------------------------------------------------- (Former Name, Address & fiscal year, if changed from last report.) 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 _____ --- 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 January 15, 2001 - ---------------------------- ------------------------------- Common Stock, $.10 Par Value 5,258,886 shares Transitional Small Business Disclosure Format: Yes _____ No X ----- PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements The following condensed consolidated financial statements of Security Land and Development Corporation and Subsidiary are included herein: Page ---- Condensed Consolidated Balance Sheet as of December 31, 2000 2 Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended December 31, 2000 and 1999 3 Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2000 and 1999 4 Notes to Condensed Consolidated Financial Statements 5 SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARY Condensed Consolidated Balance Sheet (Unaudited) December 31, 2000 ASSETS Current assets Cash $ 88,904 ---------- Total current assets 88,904 ---------- Investments and other assets Land and improvements, at cost 2,186,477 Property leased to others under operating leases, less accumulated depreciation $680,038 4,780,119 ---------- 6,966,596 ---------- $7,055,500 ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 3,517 Current portion of long-term debt 155,062 Accrued interest 24,290 Other current liabilities 59,898 ---------- Total current liabilities 242,767 ---------- Long-term debt, less current maturities 3,782,588 ---------- Deferred taxes 214,142 ---------- Deferred income 355,383 ---------- Stockholders' equity Common stock, at par value 623,761 Paid-in capital 333,766 Retained earnings 1,603,093 ---------- 2,560,620 Less subscribed shares 100,000 ---------- 2,460,620 ---------- $7,055,500 ========== See notes to the condensed consolidated financial statements. 2 SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARY Condensed Consolidated Statements of Income and Comprehensive Income For the Three Months Ended December 31, 2000 and 1999 (Unaudited) 2000 1999 ---------- ------------ Revenues, rent earned $168,324 $173,035 ---------- ------------ Operating expenses: Payroll and related costs 15,707 12,948 Depreciation 32,158 33,526 Property taxes 21,286 17,042 Repairs and maintenance 6,154 5,572 Professional services 2,500 3,000 Insurance 3,083 3,669 Other 9,927 4,580 -------- -------- 90,815 80,337 -------- -------- Operating income 77,509 92,698 -------- -------- Nonoperating income and (expense) Interest income 1,230 2,286 Interest expense (74,721) (75,507) -------- -------- (73,491) (73,221) -------- -------- Income before income taxes 4,018 19,477 Applicable income taxes 1,634 3,672 -------- -------- Net income $ 2,384 $ 15,805 ======== ======== Income per common share $ .00 $ .00 ======== ======== See notes to the condensed consolidated financial statements. 3 SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARY Condensed Consolidated Statements of Cash Flows For the Three Months Ended December 31, 2000 and 1999 (Unaudited) 2000 1999 ---------- ------- Cash flows from operating activities Cash received from leases $ 196,335 $200,762 Interest received 1,230 2,286 Cash paid to suppliers and employees (100,510) (94,901) Interest paid (50,431) (50,361) --------- -------- Net cash provided by operating activities 46,624 57,786 --------- -------- Cash flows from investing activities Purchase of investment property (277,160) - --------- -------- Net cash (used in) investing activities (277,160) - --------- -------- Cash flows from financing activities Property acquisition debt 250,000 - Principal payments on long-term debt (24,076) (20,405) --------- -------- Net cash provided by (used in) financing activities 225,924 (20,405) --------- -------- Net (decrease) increase in cash (4,612) 37,381 Cash at beginning of period 93,516 155,916 --------- -------- Cash at end of period $ 88,904 $193,297 ========= ======== Reconciliation of net income to net cash provided by operating activities: Net income $ 2,384 $ 15,805 Deferred income taxes 1,634 2,922 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 32,158 33,526 Net change in assets and liabilities 10,448 5,533 --------- -------- Net cash provided by operating activities $ 46,624 $ 57,786 ========= ======== See notes to the condensed consolidated financial statements. 4 SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARY Notes to Condensed Consolidated Financial Statements Note 1 - Summary of significant accounting policies The accompanying financial statements are presented in accordance with the requirements of Form 10-QSB and consequently do not include all of the disclosures normally required by generally accepted accounting principles or those normally made in the Company's annual Form 10-KSB filing. Accordingly, the reader of this Form 10-QSB may wish to refer to the Company's Form 10-KSB for the year ended September 30, 2000 for further information. The financial information has been prepared in accordance with the Company's customary accounting practices and has not been audited. In the opinion of management, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature. Note 2 - Investment in leases and property under operating leases Property leased or held for lease to others under operating leases consists of the following at December 31, 2000: Land $ 375,796 Warehouse and buildings 5,084,361 ---------- 5,460,157 Less accumulated depreciation 680,038 ---------- $4,780,119 ========== Refer to the Company's Form 10-KSB for the year ended September 30, 2000 for further information on operating lease agreements and terms. Note 3 - Long-term debt Long-term debt consisted of the following at December 31, 2000: 7.875% note payable to an insurance company due in monthly payments of $35,633, including interest, through June 2015, collateralized by real estate and assignment of lease payments from the property. $3,689,142 9.500% note payable to financial institution due in monthly payments of $3,250, including interest, through November 2003, with a balloon payment of approximately $200,000 due at that time, interest adjusted based on changes in the prime rate, secured by real estate. 248,508 ---------- 3,937,650 Less current maturities 155,062 ---------- $3,782,588 ========== 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company's results of operations for the three month period ended December 31, 2000, and a comparative analysis of the same period for the 1999 year are presented below: Increase (Decrease) 2000 Compared to 1999 ----------------- 2000 1999 Amount Percent -------- -------- ------ ------- Leasing revenue $168,324 $173,035 $(4,711) (27)% Operating expenses 90,815 80,337 10,478 13.0% Interest expense 74,721 75,507 (786) 1.0% Revenue from leasing consists substantially of revenue from the Company's strip center on Washington Road in Augusta, Georgia. Revenue from leasing has remained relatively constant from 1999 to 2000. On an annualized basis, current revenue from leasing remains constant from leasing revenue for the Company's fiscal year ended September 30, 2000. Refer to the Company's Form 10-KSB for the year ended September 30, 2000 for further information regarding the properties owned and lease terms. During the three months ending December 31, 2000 the Company completed the acquisition of additional investment property. Refer to the Company's Form 10- KSB for the year ending September 30, 2000, in which the Company executed a tax- deferred like-kind exchange transaction in which replacement funds were being held in escrow at September 30, 2000. Utilizing these replacement funds, the Company acquired approximately 4.61 acres on Old Evans Road in Evans, Georgia. The property consists of an office building and adjacent undeveloped land. The Company acquired the property for $800,000, utilizing the replacement funds and debt. The acquired property is adjacent to other investment property owned by the Company. Operating expenses for the three months ending December 31, 2000 increased 13.0% from the comparable 1999 quarter. This increase is attributable to an increase in payroll costs, property taxes and general operating expenses. Management of the Company expects quarterly operating expenses for the remainder of the fiscal year to be comparable to the current quarter. Interest expense for the current quarter has remained constant from 1999. On an annualized basis, management expects interest expense to be comparable to the Company's interest expense for the fiscal year ended September 30, 2000. The Company's ratio of current assets to current liabilities at December 31, 2000 was .36. The ratio was .93 at December 31, 1999. During the current quarter the Company satisfied liquidity needs through operating revenues. Management of the Company continues to expect future liquidity needs to be met from operating revenues of the Company. 6 The Company does not expect any significant change in the number of employees. Cautionary Note Regarding Forward-Looking Statements 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. 7 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27 Financial Data Schedule (b) The Company did not file any reports on Form 8-K during the three months ended December 31, 2000. 8 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 & DEVELOPMENT CORPORATION --------------------------------------- (Registrant) January 31, 2001 By: /s/ T. Greenlee Flanagin -------------------------- T. GREENLEE FLANAGIN President Chief Executive Officer 9 INDEX TO EXHIBITS ----------------- Exhibit Number Description 27 Financial Data Schedule