U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-Q

 


 

Tx

 

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

 

 

 

For the quarterly period ended DecemberMarch 31, 20132014

 

 

¨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 issuer as specified in its charter)

 

Georgia

 

58-1088232

(State or other Jurisdiction of

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  Tx   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  ¨o  

Accelerated filer ¨o

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

Smaller reporting company Tx

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 Tx    NO  ¨o

 

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

o¨Yes      TxNo

 

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 February 14,May 12, 2014

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 Statements

 

 

 

 

Consolidated Balance Sheets as of DecemberMarch 31, 20132014 and September 30, 2013

1

 

 

 

 

Consolidated Statements of Income and Retained Earnings for the Three Month Periods ended Decemberand for the Six Month Periods ended March 31, 20132014 and 20122013

2

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Month Periods ended
Decemberand for the Six Month Periods ended March 31, 2014 and 2013 and 2012

3

 

 

 

 

Notes to the Consolidated Financial Statements

4-7

 

 

 

Item 2.

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

8-9

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

9

 

 

 

Item 4.

Controls and Procedures

9-10

 

 

 

Part II

OTHER INFORMATION

10

Item 1.

Legal ProceedingsOTHER INFORMATION

10

 

 

 

Item 1.

Legal Proceedings

10

Item 1A.

Risk Factors

10

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

10

 

 

 

Item 3.

Defaults Upon Senior Securities

10

Item 4.

Reserved for Future Use

10

Item 5.

Other Information

10

 

 

 

Item 6.4.

ExhibitsReserved for Future Use

10

 

 

 

Item 5.

Other Information

10

Item 6.

Exhibits

10

SIGNATURES

11-13

 


 

 


 

 

 

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS

SECURITY LAND AND DEVELOPMENT CORPORATION

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETSCONSOLIDATED BALANCE SHEETS
     
     

December 31,

 

September 30,

  March 31, September 30, 

2013

 

2013

  2014  2013 

(Unaudited)

    (unaudited)    
ASSETSASSETSASSETS     
CURRENT ASSETS          
Cash and cash equivalents$24,981 $24,599
Cash $24,014 $24,599 
Receivables from tenants, net of allowance of $19,938      Receivables from tenants, net of allowance of $19,938       
at December 31, 2013 and September 30, 2013 358,528  497,324
at March 31, 2014 and September 30, 2013 at March 31, 2014 and September 30, 2013  416,908  497,324 
Prepaid property taxes -  15,003  -  15,003 
            
Total current assets 383,509  536,926  440,922  536,926 
            
INVESTMENT PROPERTIES            
Investment properties for lease, net of accumulated depreciation Investment properties for lease, net of accumulated depreciation5,384,403  5,415,447 Investment properties for lease, net of accumulated depreciation 5,357,358  5,415,447 
Land and improvements held for investment or development 3,639,598  3,639,598 Land and improvements held for investment or development 3,639,598  3,639,598 
            
 9,024,001  9,055,045       
       8,996,956  9,055,045 
            
OTHER ASSETS 74,294  76,188  72,401  76,188 
            
$9,481,804 $9,668,159 $9,510,279 $9,668,159 
            
LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES AND STOCKHOLDERS’ EQUITY      
CURRENT LIABILITIES            
Accounts payable and accrued expenses$215,821 $325,720 Accounts payable and accrued expenses $283,270 $325,720 
Income taxes payable 155,147  183,236  122,209  183,236 
Current maturities of notes payable 594,891  584,491  605,470  584,491 
Current maturities of deferred revenue 24,652  24,652 Current maturities of deferred revenue  24,652  24,652 
            
Total current liabilities 990,511  1,118,099  1,035,601  1,118,099 
            
LO NG-TERM LIABILITIES     
LONG-TERM LIABILITIES       
Notes payable, less current portion 2,654,764  2,807,314  2,503,482  2,807,314 
Deferred income taxes 764,164  764,645  765,199  764,645 
Deferred revenue, less current portion 10,256  16,419 Deferred revenue, less current portion  4,093  16,419 
     
Note payable to stockholder  50,015  - 
Total long-term liabilities 3,429,184  3,588,378  3,322,789  3,588,378 
            
Total liabilities 4,419,695  4,706,477  4,358,390  4,706,477 
            
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
Common stock, par value $.10 per share; 30,000,000 shares authorized; Common stock, par value $.10 per share; 30,000,000 shares authorized;      
5,243,107 shares issued and outstanding 5,243,107 shares issued and outstanding  524,311  524,311 
Additional paid-in capital 333,216  333,216  333,216  333,216 
Retained earnings 4,204,582  4,104,155  4,294,362  4,104,155 
            
Total Stockholders' Equity  5,151,889  4,961,682 
            
Total Stockholders' equity 5,062,109  4,961,682
     
Liabilities and Stockholders' equity$9,481,804 $9,668,159
Liabilities and Stockholders' Equity $9,510,279 $9,668,159 
            

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

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

   

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

    
             
     

 

-1-


 

 

 

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 
 
  For the Three Month
  Periods Ended December 31,
 

2013

 

2012

 

(Unaudited)

 

(Unaudited)

OPERATING REVENUE     
   Rents revenue$373,748 $359,103
      
OPERATING EXPENSES     
   Depreciation and amortization 32,937  32,948
   Property taxes 67,863  64,625
   Payroll and related costs 20,133  22,479
   Insurance and utilities 7,635  14,019
   Repairs and maintenance 23,720  9,210
   Professional services 11,580  18,001
   Bad debt -  4,405
   Other 604  4,726
      
  164,472  170,413
      
      Operating income 209,276  188,690
      
OTHER EXPENSE     
   Interest (47,399)  (55,612)
      
      Income before income taxes 161,877  133,078
      
INCOME TAXES PROVISION     
   Income tax expense 61,931  49,493
   Income tax deferred (benefit) provision (481)  643
  61,450  50,136
      
      Net income 100,427  82,942
      
RETAINED EARNINGS, BEGINNING OF PERIOD 4,104,155  3,721,870
      
RETAINED EARNINGS, END OF PERIOD$4,204,582 $3,804,812
      
      
      
PER SHARE DATA     
   Net income per common share$0.02 $0.02

SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 

 For the Three Month For the Six Month 
 Period Ended March 31, Period Ended March 31, 
 2014 2013 2014 2013 
 (unaudited) (unaudited) (unaudited) (unaudited) 
OPERATING REVENUE        
   Rent Revenue$360,252 $362,950 $734,000 $722,053 
             
OPERATING EXPENSES            
   Depreciation and amortization 32,938  32,948  65,875  65,896 
   Property taxes 64,107  69,736  131,970  134,361 
   Payroll and related costs 19,930  21,796  40,063  44,275 
   Insurance and utilities 10,500  5,674  18,135  19,693 
   Repairs and maintenance 9,550  4,876  33,270  14,086 
   Professional services 28,576  31,390  40,156  49,390 
   Bad debt expense (recovery) -  (1,580)  -  2,825 
   Other 1,969  8,907  2,573  13,634 
             
  167,570  173,747  332,042  344,160 
             
      Operating income 192,682  189,203  401,958  377,893 
             
OTHER EXPENSE            
   Interest (47,970)  (68,039)  (95,369)  (123,651) 
             
      Income before income taxes 144,712  121,164  306,589  254,242 
             
INCOME TAXES PROVISION (BENEFIT)            
   Income Tax Expense 53,897  47,603  115,828  97,096 
   Income Tax Deferred Expense (Benefit) 1,035  (1,610)  554  (967) 
  54,932  45,993  116,382  96,129 
             
      Net income 89,780  75,171  190,207  158,113 
             
             
RETAINED EARNINGS, BEGINNING OF PERIOD 4,204,582  3,804,812  4,104,155  3,721,870 
             
RETAINED EARNINGS, END OF PERIOD$4,294,362 $3,879,983 $4,294,362 $3,879,983 
             
             
PER SHARE DATA            
   Net income per common share$0.02 $0.01 $0.04 $0.03 
             

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

    
             

-2-


 

 

 

SECURITY LAND AND DEVELOPMENT CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
 For the Three Month
 Periods Ended December 31,
 2013 2012
 

(Unaudited)

 

(Unaudited)

OPERATING ACTIVITIES     
   Net income$100,427 $82,942
   Adjustments to reconcile net income to net cash provided     
      by operating activities:     
         Depreciation and amortization 32,938  32,948
         Deferred income tax (481)  643
         Changes in deferred and accrued amounts: 9,648  (9,408)
      
         Net cash provided by operating activities 142,532  107,125
      
FINANCING ACTIVITIES     
   Repayments to stockholder -  (30,000)
   Proceeds from stockholder -  30,000
   Principal payments on notes payable (142,150)  (130,758)
      
         Net cash used in financing activities (142,150)  (130,758)
      
         Net increase (decrease) in cash and cash equivalents 382  (23,633)
      
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 24,599  48,767
      
CASH AND CASH EQUIVALENTS, END OF PERIOD$24,981 $25,134
      
      
      
SUPPLEMENTAL CASH FLOW INFORMATION:     
      
      
   Cash paid for interest$47,399 $55,612
      
      
   Cash paid for income taxes$-  25,000


 

-3-

 

SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Month

For the Six Month

Period Ended March 31,

Period Ended March 31,

2014

2013

2014

2013

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

OPERATING ACTIVITIES

  Net income

$

        89,780

 $

        75,171

$

       190,207

 $

      158,113

  Adjustments to reconcile net income to net cash provided

    by operating activities:

      Depreciation and amortization

           32,938

           32,948

           65,875

           65,896

      Deferred income tax

             1,035

(1,610)

                554

(967)

      Changes in deferred and accrued amounts:

(30,032)

           37,973

(20,383)

           28,565

     Net cash provided by operating activities

           93,721

         144,482

         236,253

         251,607

INVESTING ACTIVITIES

           Additions to investment properties and other assets for

                        improvements to property held for lease

(4,000)

              -

(4,000)

              -

     Net cash used in investing activities

(4,000)

              -

(4,000)

              -

FINANCING ACTIVITIES

  Proceeds from note payable

             4,007

              -

             4,007

              -

  Repayments to stockholder

          -

              -

              -

(30,000)

  Proceeds from stockholder

           50,015

              -

           50,015

           30,000

  Principal payments on notes payable

(144,710)

(139,416)

(286,860)

(270,174)

     Net cash used in financing activities

(90,688)

(139,416)

(232,838)

(270,174)

     Net increase (decrease) in cash

(967)

             5,066

(585)

(18,567)

CASH, BEGINNING OF PERIOD

           24,981

25,134

24,599

           48,767

CASH, END OF PERIOD

$

         24,014

$

         30,200

$

24,014

$

30,200

SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for interest

 $

        52,733

$

60,277

$

100,132

$

115,889

  

   Cash paid for income taxes

$

        86,835

$

15,000

$

86,835

$

40,000

NON-CASH FINANCING ACTIVITIES

   Refinancing of line of credit to term note

$

               -  

$

 -  

$

-  

$

301,170

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, 2013 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 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 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 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.

 

Refer to the Company’s Form 10-K for the year ended September 30, 2013 for further information regarding its critical accounting policies.

 

- 4 -

 

 

- 4 -


 

 

 

Note  2 – Investment Properties

 

Investment properties leased or held for lease to others under operating leases consisted of the following at December
March 31, 20132014 and September 30, 2013:

 

 

 

December 31,

 

September 30,

 

 

 

March 31,

 

September 30,

 

 

2013

 

2013

 

 

2014

 

2013

 

 

 

(unaudited)

 

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Plaza building, land and improvements

 

 

$

5,138,796

 

$

5,138,796

 

 

 

$

5,142,796

 

$

5,138,796

 

Evans Ground Lease, land and improvements

 

 

2,382,673

 

2,382,673

 

 

 

2,382,673

 

2,382,673

 

Commercial land and improvements

 

 

3,639,598

 

3,639,598

 

 

 

3,639,598

 

3,639,598

 

 

 

11,161,067

 

11,161,067

 

 

 

11,165,067

 

11,161,067

 

 

 

 

 

 

 

 

 

 

 

 

 

Less accumulated depreciation

 

 

(2,251,443

)

(2,221,077

)

 

 

(2,281,809

)

(2,221,077

)

 

 

8,909,624

 

8,939,990

 

 

 

8,883,258

 

8,939,990

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential rental property

 

 

145,847

 

145,847

 

 

 

145,847

 

145,847

 

Less accumulated depreciation

 

 

(31,470

)

(30,792

)

 

 

(32,149

)

(30,792

)

 

 

114,377

 

115,055

 

 

 

113,698

 

115,055

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment properties for lease, net of accumulated depreciation

 

 

$

9,024,001

 

$

9,055,045

 

 

 

$

8,996,956

 

$

9,055,045

 

 

Depreciation expense totaled approximately $31,000 for each of the three-month periods and $62,000 for the six-month periods ended DecemberMarch 31, 2014 and 2013, and 2012.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. 

 

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 requires 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 initial lease term.  In July 2013, the Company sold approximately .24 acres of the total Evans ground Lease tract for $156,000.  The Company recognized a gain of approximately $108,000.  The proceeds were used by the Company to pay down debt related to an outstanding note payable collateralized by the Evans Ground Lease and related land and to compensate the Evans Ground Lease tenant per the related agreement.

 

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 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 at DecemberMarch 31, 20132014 and September 30, 2013.

 

Refer to the Company’s Form 10-K for the year ended September 30, 2013 for further information on operating lease agreements and land held for investment or development purposes.

 

 

 

- 5 -


 

 

 

 

 

Note  3 – Notes Payable

 

Notes payable consisted of the following at:

 

 

December 31,
2013
 

   

September 30,
2013

 

(unaudited)

    
      

 A line of credit with a regional financial institution for up to $251,934 procured in March 2008 with a floating interest rate based on prime and originally payable in full in April 2009.  In April 2009 the Company refinanced the $243,019 line of credit with a regional financial institution.  The Company entered into an agreement with the same regional financial institution to borrow the outstanding balance of $243,019, bearing interest based on the greater of prime or 6% with interest payments due monthly, maturing in April 2010.  In January 2010 the Company renewed this line of credit and increased the open balance to $300,250.  This agreement originally matured in February 2011. In December 2010, the Company renewed the line of credit to December 5, 2011, at the greater of prime plus 1% or 6%.  In December 2011, the Company renewed the line of credit to December 12, 2012, at the greater of prime plus 1% or 6%.  In November of 2012, the Company converted the line of credit to a fixed rate loan due December 2017.  The new term loan accrues interest at a 5.5% annually with monthly installments of $3,287. The current balance relates to the purchase of the 1 acre adjoining the North Augusta, South Carolina property in May 2008 and is collateralized by the residential property on Stanley Drive in Augusta, Georgia.

278,592

   

 284,531

      
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%.

603,100

   

696,892

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

374,872

   

392,945

      
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 interest, through May 1, 2027, and bears interest at a fixed rate of 5.85%. 

1,993,091

   

2,017,437

      
 

3,249,655

   

3,391,805 

      
Less current maturities

(594,891)

   

(584,491)

      
 

$2,654,764

   

$2,807,314

 

March 31,
   2014  

 

September 30,
   2013   

 

(unaudited)

  

A line of credit with a regional financial institution for up to $251,934 procured in March 2008 with a floating interest rate based on prime and originally payable in full in April 2009. In April 2009 the Company refinanced the $243,019 line of credit with a regional financial institution. The Company entered into an agreement with the same regional financial institution to borrow the outstanding balance of $243,019, bearing interest based on the greater of prime or 6% with interest payments due monthly, maturing in April 2010.  In January 2010 the Company renewed this line of credit and increased the open balance to $300,250. This agreement originally matured in February 2011. In December 2010, the Company renewed the line of credit to December 5, 2011, at the greater of prime plus 1% or 6%.  In December 2011, the Company renewed the line of credit to December 12, 2012, at the greater of prime plus 1% or 6%.  In November of 2012, the Company converted the line of credit to a fixed rate loan due December 2017. The new term loan accrues interest at a 5.5% annually with monthly installments of $3,287. The current balance relates to the purchase of the 1 acre adjoining the North Augusta, South Carolina property in May 2008 and is collateralized by the residential property on Stanley Drive in Augusta, Georgia.

272,532

 

$

284,531

 

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%.

507,449

 

696,892

 

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

356,530

 

392,945

 

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 interest, through May 1, 2027, and bears interest at a fixed rate of 5.85%. 

      1,968,434

 

      2,017,437

 

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. Subsequent to March 31, 2014 construction of the tenant improvements was completed and with total principal borrowed of $186,000. Once all related construction payments have been made the loan will convert to a note payable with monthly installments of $3,727 including interest over a 60 month term with fixed interest of 4.5%. 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 tenant opened for business on April 16, 2014.

4,007

 

                     -

 

An unsecured and uncollateralized 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 matures in July of 2015 and accrues interest at 5%. 

50,015

 

-

 

3,158,967

 

3,391,805

Less current maturities

       (605,470)

 

         (584,491)

 

 

 

 

 

$

2,553,497

 

$

2,807,314

 

-6-


 

 

 

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).  Additionally, funding can be obtained from members of the Company’s Board of Directors.

 

(Continued)

- 6 -


Note  3 – Notes Payable, (Continued)

Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $594,891.$605,470.  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.

 

If the Company is unsuccessful in their efforts described above, the Company intends to seek additional financing or sell certain of its assets.

 

Note  4 – Income Taxes

 

The Company has a total outstanding income tax payable in the amount of $155,147$122,209 at DecemberMarch 31, 2013.2014.  Of this amount, $61,931$115,828 is related to the first quarter of fiscal year 2014 tax liability and $93,216$6,381 is related to 2013 tax expense. At September 30, 2013 the Company had a total of $183,236 in income tax payable.

 

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 North Augusta, South Carolina.  Approximately 99% of the Company’s revenues are earned from two of the Company’s investment properties, National Plaza and the Evans Ground Lease, which comprise approximately 52% and 47% of the Company’s revenues, respectively.   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 37% of its revenues though its lease with Publix.

 

Note  6 –  Related Party Transactions

 

The Company hired an attorney who sits on the Company’s Board of Directors and who also serves a Vice President of the Company, to represent the Company in a legal matter regarding a tenant’s claim for reimbursement of certain expenses charged.  It is the opinion of the Company’s management that the Company is not liable for this claim.

 

During the firstsecond quarter of fiscal 2013,2014, the Company borrowed $30,000$50,015 from a member of the Company’s Board of Directors,stockholder, who is also a member of the Flanagin family, to meet cash flow needs.  The amount was repaid during the quarter also withmatures in July 2015 and accrues interest at a rate of 6%5%.

 

 

 

 

 

 

 

 

- 7 -

 


 

 

 

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 threesix months ended DecemberMarch 31, 2013,2014, and a comparative analysis of the same period for 20122013 are presented below:

 

 

 

 

 

Increase (Decrease)

 

 

 

 

 

 

Increase (Decrease)

 

 

 

 

 

2013 compared to 2012

 

 

 

 

 

 

2014 compared to 2013

 

2013

 

2012

 

Amount

 

Percent

 

 

2014

 

2013

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent revenue

 

$  373,748

 

 

$  359,103

 

    

$  14,645

 

4

 %

 

 $

   

734,000

 

 $

722,053

 

$

     11,947

 

2

 %

Operating expenses

164,472

 

170,413

 

(5,941)

 

-3

 %

 

332,042

 

344,160

 

(12,118)

 

-4

 %

Interest expense

47,399

 

55,612

 

                            (8,213)

 

-15

 %

 

95,369

 

123,651

 

(28,282)

 

-23

 %

Income tax expense

61,450

 

50,136

 

                            32,718

 

23

 %

 

116,382

 

96,129

 

20,253

 

21

 %

Net income

100,427

 

82,942

 

                         (3,919)

 

21

%

 

190,207

 

158,113

 

(32,094)

 

20

%

 

Rent revenue consists primarily 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 ground lease with an auto-repair service operation on an out parcel of National Plaza. 

 

Refer to the Company’s Form 10-K for the year ended September 30, 2013 for further information regarding the properties owned and their lease terms.

 

Total operating expenses for the threesix months ended DecemberMarch 31, 20132014 decreased slightly compared to the same period for 20122013 due primarily to decreased professional fees.  Professional fees decreased due to decreased legal fees compared to the prior year related to an ongoing dispute over a tenant’s claim for reimbursement of certain expenses charged.  This dispute is unresolved as of DecemberMarch 31, 2013.2014. It is the opinion of the Company’s management that the Company does not owe any reimbursement.  Management expects operating expenses for the remainder of the current fiscal year to be comparable to the current operating period.

 

Interest expense for the threesix month period ended DecemberMarch 31, 20132014 decreased compared to 20122013 due to the decrease in debt resulting from scheduled principle payments. Management expects interest expense for the remainder of the current fiscal year to continueincrease compared with the first six months due to decrease slightly as outstanding debt is amortized.new notes payable.

 

Income tax expense for the threesix month period ended DecemberMarch 31, 20132014 increased compared to the same period for 20122013 due mainly to increased rental income as a result of higher occupancy for National Plaza and lower interest and operating expenses as noted above.  Management expects income tax expense for the remainder of the current fiscal year to be comparable to the current operating period.

 

 

 

 

 

 

 

 

 

- 8 -

 


 

 

 

 

 

Liquidity and Sources of Capital:

 

The Company’s ratio of current assets to current liabilities at DecemberMarch 31, 20132014 was 39%43%.  The ratio was 48% at September 30, 2013. 

 

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).  Additionally, funding can be obtained from members of the Board of Directors.

 

Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $594,891.$605,470.  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.

 

If the Company is unsuccessful in their efforts described above, the Company intends to seek additional financing, sell certain of its fully owned and un-collateralized assets or borrow money from certain stockholders.

 

Cautionary Note Regarding Forward-Looking Statements:

 

The results of operations for the three-monthsix-month period ended DecemberMarch 31, 20132014 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)      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.

          

           As of September 30, 2013, 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, 2013 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.

 

- 9 -

 


 

 

           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.

 

 

 

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.  It is the opinion of the Company's management that the Company is not liable for this claim.  The Company has accrued approximately $100,000 for professional fees and other expenses to defend its position.

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)

 

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  The following financial information from Security Land and Development Corporation’s Quarterly Report on Form 10-Q for the quarter ended DecemberMarch 31, 20132014 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.

 

 

 

 

 

- 10 -

 


 

 

 

 

 

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

 

February 14,May 12, 2014

 

 

 

 

 

 

T. Greenlee Flanagin

 

Date

 

 

President

 

 

 

 

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                                                           

 

 

- 11 -