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 December 31, 2016June 30, 2017

¨

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

For the transition period of              to            

  ____________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

(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.   YESxNO ¨

     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(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 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).   YESx  NO ¨

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

Yes¨ YesxNo

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 10,August 14, 2017

Common Stock, $0.10 Par Value

5,243,1073,814,436 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 December 31, 2016June 30, 2017 and September 30, 2016

1

 

Consolidated Statements of Income and Retained Earnings for the Three Month Periods ended December 31, 2016 and 2015for the Nine Month Periods

2

ended June 30, 2017 and 2016

2

 

Consolidated Statements of Changes in Stockholders’ Equity for the Nine Month Periods ended June 30,

2017 and the Year Ended September 30, 2016. 

3
Condensed Consolidated Statements of Cash Flows for the Three Month Periods ended December 31, 2016 and 2015for the Nine

3

Month Periods ended June 30, 2017 and 2016

4

 

Notes to the Consolidated Financial Statements

4-8

5-10 

 

Item 2.

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

9-10

11-12

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

10

12

 

Item 4.

Controls and Procedures

10

12

 

Part II

OTHER INFORMATION

OTHER INFORMATION

13

10

 

Item 1.

Legal Proceedings

Legal Proceedings

13

10

 

Item 1A.

Risk Factors

1013

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

10

13

 

Item 3.

Defaults Upon Senior Securities

11

13

 

Item 4.

Reserved for Future Use

11

13

 

Item 5.

Other Information

Other Information

13

11

 

Item 6.

Exhibits

11

13

 

SIGNATURES

SIGNATURES

14

11-13

 


PARTI.FINANCIALINFORMATION

Item

1.FinancialStatements

SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS

  June 30,  

September 30, 

  2017  2016 
  (unaudited)   
ASSETS
CURRENT ASSETS     
Cash 1,041,757 $500,660 
Receivables from tenants, net of allowance of $73,762     
at June 30, 2017 and $53,809 at September 30, 2016  376,715  413,848 
Prepaid property taxes   26,466 
Income taxes receivable   22,441 
 
Total current assets  1,418,472  963,415 
 
INVESTMENT PROPERTIES     
Investment properties for lease, net of accumulated depreciation  6,788,421  6,905,492 
Land and improvements held for investment or development  3,804,728  3,804,728 
 
  10,593,149  10,710,220 
 
OTHER ASSETS  62,332  69,627 
 
 12,073,953 $11,743,262 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES     
Accounts payable and accrued expenses 231,573 $226,620 
Income taxes payable  25,025  
Current maturities of notes payable and line of credit  2,759,729  250,418 
 
Total current liabilities  3,016,327  477,038 
 
LONG-TERM LIABILITIES     
Notes payable, less current portion  2,579,690  2,775,666 
Deferred income taxes  1,377,059  1,406,668 
 
Total long-term liabilities  3,956,749  4,182,334 
 
Total liabilities  6,973,076  4,659,372 
 
STOCKHOLDERS' EQUITY     
Common stock, par value $.10 per share; 30,000,000 shares authorized;     
3,977,189 shares issued and outstanding at June 30, 2017     
and 5,243,107 shares issued and outstanding at September 30, 2016  397,719  524,311 
Additional paid-in capital   333,216 
Retained earnings  4,703,158  6,226,363 
Total Stockholders' Equity  5,100,877  7,083,890 
 
Liabilities and Stockholders' Equity 12,073,953 $11,743,262 

 

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

-1-


 

SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME

  

For the Three Months

  

For the Nine Months

 
  

Ended June 30,

  

Ended June 30,

 
  

2017

   

2016

  

2017

   

2016

 
  

(unaudited)

  

(unaudited)

  

(unaudited)

  

(unaudited)

 
OPERATING REVENUES               
Rent Revenues $456,959  421,639 $1,303,049  1,251,997 
 
OPERATING EXPENSES               
Depreciation and amortization  49,476   49,072  148,179   147,182 
Property taxes  67,593   68,198  202,780   200,876 
Payroll and related costs  30,537   24,049  83,378   137,975 
Insurance and utilities  27,804   30,300  49,451   57,867 
Repairs and maintenance  67,823   60,214  108,048   82,120 
Professional services  67,211   11,250  152,703   60,128 
Bad debt and other  25,610   4,466  48,182   10,247 
 
  336,054   247,549  792,721   696,395 
 
Operating income  120,905   174,090  510,328   555,602 
 
OTHER INCOME (EXPENSE)               
Interest  (43,082)  (38,414) (116,546)  (118,752)
Other Income  -   -  -   7,616 
 
  (43,082)  (38,414) (116,546)  (111,136)
 

Income before income taxes 

 77,823   135,676  393,782   444,466 
 
INCOME TAXES PROVISION (BENEFIT)               
Income tax expense  52,641   56,590  191,017   191,950 
Income tax deferred expense (benefit)  (11,582)  (7,637) (29,609)  1,255 
  41,059   48,953  161,408   193,205 
 

Net income 

$36,764  86,723 $232,374  251,261 
 
PER SHARE DATA               
Net income per common share $0.01  0.02 $0.06  0.05 

 

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

-2-


SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

      Additional     Total 
  Common   

Paid-in

  Retained  

Stockholders'

 
  Stock   

Capital

  Earnings  Equity 
 
Balance, September 30, 2015 $524,311  333,216 $5,926,112 $6,783,639 
Net income  -   -  251,261  251,261 
Balance, June 30, 2016  524,311   333,216  6,177,373  7,034,900 
Net income  -   -  48,990  48,990 
Balance, September 30, 2016  524,311   333,216  6,226,363  7,083,890 
Net income  -   -  232,374  232,374 
Purchase and retirement of common stock  (126,592)  (333,216) (1,755,579) (2,215,387)
Balance, June 30, 2017 $397,719  - $4,703,158 $5,100,877 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 

 

 

 

 

 


 

 

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

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

  

December 31,

  

September 30,

  

2016

  

2016

  

(unaudited)

   

ASSETS

CURRENT ASSETS

  

  

  

Cash

$

 656,392

 $

 500,660

Receivables from tenants, net of allowance of $52,293

     

at December 31, 2016 and $53,809 at September 30, 2016

 

273,781

  

 

413,848

Prepaid property taxes

 

-

  

26,466

Income taxes receivable

 

-

  

22,441

      

Total current assets

 

930,173

  

 

963,415

      

INVESTMENT PROPERTIES

     

Investment properties for lease, net of accumulated depreciation

 

6,858,571

  

 

6,905,492

Land and improvements held for investment or development

 

3,804,728

  

 

3,804,728

      
  

10,663,299

  

10,710,220

      

OTHER ASSETS

 

67,195

  

 

69,627

      
 $

 11,660,667

  

$

 11,743,262

      

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

     

Accounts payable and accrued expenses

 

$ 93,312

  

 

$ 226,620

Income taxes payable

 

36,001

  

 

-

Current maturities of notes payable

 

253,483

  

 

250,418

  

 

  

 

Total current liabilities

 

382,796

  

 

477,038

      

LONG-TERM LIABILITIES

     

Notes payable, less current portion

 

2,711,134

  

 

2,775,666

Deferred income taxes

 

1,398,900

  

 

1,406,668

      

Total long-term liabilities

 

4,110,034

  

4,182,334

      

Total liabilities

 

4,492,830

  

4,659,372

      

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

 

6,310,310

  

 

6,226,363

      

Total Stockholders' Equity

 

7,167,837

  

 

7,083,890

   

  

  

Liabilities and Stockholders' Equity

$

 11,660,667

  

$

 11,743,262

 

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 Months

 

Ended December 31,

  

2016

  

2015

  

(unaudited)

  

(unaudited)

OPERATING REVENUES

     

Rent revenues

$

 414,939

 $

 410,360

      

OPERATING EXPENSES

     

Depreciation and amortization

 

49,352

  

49,056

Property taxes

 

67,593

  

64,479

Payroll and related costs

 

26,063

  

84,631

Insurance and utilities

 

13,141

  

10,967

Repairs and maintenance

 

15,012

  

7,630

Professional services

 

57,032

  

30,128

Bad debt and other

 

14,835

  

3,902

      
  

243,028

  

250,793

      

Operating income

 

171,911

  

159,567

      

OTHER INCOME (EXPENSE)

     

Interest

 

(36,601)

  

(40,528)

Other income

 

-

  

7,616

      
  

(36,601)

  

(32,912)

      

Income before income taxes

 

135,310

  

126,655

      

INCOME TAXES PROVISION (BENEFIT)

     

Income tax expense

 

59,131

  

57,816

Income tax deferred (benefit) expense

 

(7,768)

  

16,503

  

51,363

  

74,319

      

Net income

 

83,947

  

52,336

      

RETAINED EARNINGS, BEGINNING OF PERIOD

 

6,226,363

  

5,926,112

      

RETAINED EARNINGS, END OF PERIOD

$

6,310,310

 $

 5,978,448

      

PER SHARE DATA

     

Net income per common share

$

 0.02

 $

 0.01

      

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

-2-

-3-

 

 

 


 

SECURITY LAND AND DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

For the Three Months

 

Ended December 31,

  

2016

  

2015

  

(unaudited)

  

(unaudited)

OPERATING ACTIVITIES

     

Net income

$

 83,947

 

$

 52,336

Adjustments to reconcile net income to net cash provided by

     

operating activities:

     

  Bad debts

 

1,516

  

-

Depreciation and amortization

 

49,353

  

49,056

Deferred income taxes

 

(7,768)

  

16,503

Changes in deferred and accrued amounts

 

90,151

  

105,188

      

Net cash provided by operating activities

 

217,199

  

223,083

      

INVESTING ACTIVITIES

     

Additions to investment properties and improvements

     

to properties held for development

 

-

  

(7,705)

      

Net cash used in investing activities

 

-

  

(7,705)

      

FINANCING ACTIVITIES

     

Principal payments on notes payable

 

(61,467)

  

(58,554)

      

Net cash used in financing activities

 

(61,467)

  

(58,554)

      

Net increase in cash

 

155,732

  

156,824

      

CASH, BEGINNING OF PERIOD

 

500,660

  

412,847

      

CASH, END OF PERIOD

$

 656,392

 

$

 569,671

      
      

SUPPLEMENTAL CASH FLOW INFORMATION:

     
      

Cash paid for interest

$

40,379

 

$

40,793

      

Cash paid for income taxes

$

 669

 

$

 485

      

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

-3-


SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

  

For the Three Months

  

For the Nine Months

 
  Ended June 30,   

Ended June 30,

 
  

2017

  

2016

  

2017

   

2016

 
  

(unaudited)

  (unaudited)  

(unaudited)

   (unaudited) 
OPERATING ACTIVITIES               
Net income $36,764  86,723 $232,374  251,261 
Adjustments to reconcile net income to net cash provided               

by operating activities: 

              
Bad debts  (18,450)  -  (19,953)  - 
Depreciation and amortization  49,476   49,072  148,179   147,182 
Deferred income tax  (11,582)  (7,637) (29,609)  1,255 
Changes in deferred and accrued amounts  (6,532)  (113,230) 135,971   (25,126)
 
Net cash provided by operating activities  49,676   14,928  466,962   374,572 
 
INVESTING ACTIVITIES               
Additions to investment properties and other assets for               

improvements to properties held for lease 

 (23,813)  (21,095) (23,813)  (68,706)
 
Net cash used in investing activities  (23,813)  (21,095) (23,813)  (68,706)
 
FINANCING ACTIVITIES               
Purchase and retirement of common stock  (2,215,387)  -  (2,215,387)  - 
Proceeds from notes payable and line of credit  2,500,000   -  2,500,000   - 
Principal payments on notes payable  (62,980)  (59,994) (186,665)  (177,816)
 
Net cash provided by (used in) financing activities  221,633   (59,994) 97,948   (177,816)
 
Net increase (decrease) in cash  247,496   (66,161) 541,097   128,050 
 
CASH, BEGINNING OF PERIOD  794,261   607,058  500,660   412,847 
 
CASH, END OF PERIOD $1,041,757  540,897 $1,041,757  540,897 
 
 
SUPPLEMENTAL CASH FLOW INFORMATION:               
 
Cash paid for interest $39,038  39,617 $116,546  120,227 
 
Cash paid for income taxes $100,000  185,000 $143,531  219,811 

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

-4-


SECURITYLANDANDDEVELOPMENT CORPORATION

Notes to the Consolidated Financial Statements

Note1BasisofPresentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q,10 Q, Article 8 of Regulation S-XS 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-K10 K for the year ended September 30, 2016 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-linestraight 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-LivedLong Lived Assets for Impairment

The Company evaluates long-livedlong 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-kindtax 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-K10 K for the year ended September 30, 2016 for further information regarding its critical accounting policies.

(Continued)

-4-- 5 -


 

Note1BasisofPresentation,Continued

RecentlyIssuedAccountingStandards

Recently Issued Accounting Standards

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers in future periods. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. 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 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. The Company is currently evaluating the impact of adoption and the implementation approach to be used.

In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the organization’s ability to continue as a going concern within one year after the date that the financial statements are issued. The guidance will be effective for the Company for the annual period ending September 30, 2017, and for annual periods and interim periods thereafter. The Company does not expect this guidance to have a material effect on its financial statements.               

In August 2015, the FASB issued amendments to the Interest topic of the Accounting Standards Codification to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements. The amendments were effective upon issuance. The Company does not expect these amendments to have a material effect on its financial statements.

In August 2015, the FASB deferred the effective date of ASU 2014-09,2014 09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-092014 09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods.  The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its financial statements.

In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to revise certain aspects of recognition, measurement, presentation, and disclosure of leasing transactions. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.  The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

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. 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.

-5-


(Continued)

Note 1 – Basis of Presentation, Continued

Recently issued accounting standards, continued

In MarchApril 2016, the FASB issued guidance to simplify several aspectsamended the Revenue from Contracts with Customers topic of the accounting for share-based payment award transactions including the incomeAccounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, consequences, the classification of awards as either equity or liabilities, and the classification on the statement of cash flows. Additionally, the guidance simplifies two areas specific to entities other than public business entities allowing them apply a practical expedient to estimate the expected term for all awards with performance or service conditions that have certain characteristics and also allowing them to make a one-time election to switch from measuring all liability-classified awards at fair value to measuring them at intrinsic value.transition. The amendments will be effective for the Company for annualreporting periods beginning after December 15, 2016 and interim periods within those annual periods-public business entities.2017. The Company does not expect these amendments to have a material effect on its financial statements.

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.

In December 2016, the FASB issued technical corrections and improvements to the Revenue from Contracts with Customers Topic. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

In August 2014, the FASB issued guidance that is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements, management will need to evaluate whether there are conditions or events,consideredintheaggregate,thatraisesubstantialdoubtabouttheorganization’sabilitytocontinueasagoingconcernwithinoneyearafterthedatethatthefinancialstatementsareissued.TheguidancewillbeeffectivefortheCompanyfortheannualperiodendingSeptember30,2017,andforannualperiodsandinterimperiodsthereafter.TheCompanydoesnotexpectthisguidancetohaveamaterialeffectonitsfinancialstatements.

(Continued)

- 6 -


Note1BasisofPresentation,Continued

RecentlyIssuedAccountingStandards,continued

InFebruary2016,theFASBamendedtheLeases topic of the Accounting Standards Codification to require all leases with lease terms over 12 months to be capitalized as a right of use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.

In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.

In November, 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 31, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In October 2016, the FASB amended the Income Taxes topic of the Accounting Standards Codification to modify the accounting for intra entity transfers of assets other than inventory. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB issued guidance to clarify the definitions of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments—Equity Method and Joint Ventures Topics of the Accounting Standards Codification. The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted, however it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.

In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The effective date and transitionrequirementsfor the technical corrections will be effective for the Company for reportingperiodsbeginningafterDecember15,2019.EarlyadoptionispermittedforinterimorannualgoodwillimpairmenttestsperformedontestingdatesafterJanuary1,2017.TheCompanydoesnotexpecttheseamendmentstohaveamaterialeffectonitsfinancialstatements.

(Continued)

- 7 -


Note1BasisofPresentation,Continued

RecentlyIssuedAccountingStandards,continued

InFebruary2017,theFASBamendedtheOtherIncomeTopicoftheAccountingStandardsCodificationtoclarifythescopeoftheguidanceonnonfinancial asset de recognition as well as the accounting for partial sales of nonfinancial assets. The amendments conform the de recognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. 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-settingstandards setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

Note 2 – Investment Properties

Investment properties leased or held for lease to others under operating leases consisted of the following at December 31, 2016June 30, 2017 and September 30, 2016:

 

 

June 30,

  

September 30,

 
  

2017

 

 

2016

 

 

 (unaudited)  

 

 

 

      

National Plaza building, land and improvements 

5,322,260 $5,322,260 

Evans Ground Lease, land and improvements 

 2,382,673  2,382,673 

Wrightsboro Road building, land and improvements 

 1,929,688  1,905,875 

Commercial land and improvements 

 3,804,728  3,804,728 
  13,439,349  13,415,536 

Less accumulated depreciation 

 (2,846,200) (2,705,316)

 

      

Investment properties for lease, net of depreciation 

$ 10,593,149 $10,710,220 

 

      

 

 

December 31,

2016

 

September 30,

2016

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

National Plaza building, land and improvements

$

5,322,260

 

$

5,322,260

 

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

 

 

3,804,728

 

 

 

13,415,536

 

 

13,415,536

 

 

 

 

 

 

 

 

Less accumulated depreciation

 

(2,752,237

)

 

(2,705,316

)

 

 

 

 

 

 

 

Investment properties for lease, net of depreciation

$

10,663,299

 

$

10,710,220

 

 

 

 

 

 

 

 

Depreciationexpense totaled approximately $47,000 and $48,000 for the three-monththree month periods ended December 31,June 30, 2017 and 2016, and 2015,approximately $141,000 and $140,000 for the nine month periods ended June 30, 2017 and 2016, respectively.

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.

-6-


(Continued)

Note 2 – Investment Properties, Continued

The Company entered into a long-termlong 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 required annual rental payments of $500,000 for the first 5 years then increasing 5% in years 6, 11,2013, 2018, and 16.2023. The lessee has an option to renew at year 21in 2028 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-linestraight 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 wasis available for lease as of September 30, 2016.lease. The Company is recognizing rents on a straight-linestraight line basis over the lease term.

(Continued)

- 8 -


Note2InvestmentProperties,Continued

TheCompanyholdsseveralparcels 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 $3,804,728 at December 31, 2016June 30, 2017 and September 30, 2016, respectively.

Refer to the Company’s Form 10-K10 K for the year ended September 30, 2016 for further information on operating lease agreements and land held for investment or development purposes.

Note 3 – Notes Payable and Line of Credit

Notes payable and line of credit consisted ofthefollowingat:

 

 

 

December 31,
2016

(unaudited)

 

 

September 30,
2016

   

 

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%.

$

 1,672,074 

 

$

 1,701,024 

 

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.

 

1,292,543 

 

 

1,325,060 

 

 

2,964,617 

 

 

3,026,084 

 

Less current maturities

 

(253,483)

 

 

(250,418)

 

 

$

 2,711,134 

 

$

 2,775,666 

       

-7-


 June 30,  September 30, 
 2017  2016 
 (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%. 

$ 1,612,892  $ 1,701,024 

 

     

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%. 

1,226,527  1,325,060 

 

     

A $3,000,000 line of credit from a regional financial institution to 

     

finance a stock purchase of 1,268,171 shares. The line bears a rate 

     

of 3.5% and matures November 29, 2017. 

2,500,000    

 

5,339,419  3,026,084 

Less current maturities 

(2,759,729) (250,418) 
 $ 2,579,690  $ 2,775,666 

 

ManagementoftheCompanyexpectsfutureliquidityneedsoftheCompanytobefundedfromrentrevenues,refinancingandtheappreciationininvestmentproperties(whichcanbesoldormortgaged,ifnecessary).

(Continued)CurrentmaturitiesofnotespayableandlineofcreditwillrequiretheCompanytomakepaymentsoverthenext12monthstotaling$2,759,729.TheCompanyprojectsthatitwillbeabletofundthepaymentofitscurrentmaturitiesofnotespayablethroughcashflowsgeneratedfromitsoperationsandcashonhand,buttherecanbenoassurancethatthiswilloccur.TheCompanyplanstorefinancethelineofcredittoatermnote.

Note 3 – Notes Payable and Line of Credit, Continued

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 $253,483. 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.

In November of 2016, the Company obtained a $3,000,000 line of credit from a regional financial institution to finance a probable equity transaction. The Company has not used the line of credit. The line bears a rate of 3.5% and matures November 29, 2017. See Note 7 – Subsequent Event.

Note 4IncomeTaxes

AtSeptember30,2016,theCompanyhadincometaxesreceivableof$22,441relatedtothefiscalyear2016.AsofJune30,2017,theCompanyhasincometaxespayableof$25,025relatedtothefiscalyear2017.

At September 30, 2016, the Company had income taxes receivable of $22,441 related to the fiscal year 2016. As of December 31, 2016, the Company has income taxes payable of $36,001, all of which was related to estimated taxes due for the fourth quarter of 2016 and was paid in full in January of 2017.- 9 -


Note5 - Concentrations

SubstantiallyalloftheCompany’sassetsconsistofrealestatelocatedinRichmondandColumbiaCountiesin the state of Georgia and in Aiken County, South Carolina. Substantially all of the Company’s revenues are earned from three of the Company’s investment properties, National Plaza, the Evans Ground Lease, and the Wrightsboro Road Lease, which comprise approximately 51%53%, 40%38% and 9% of the Company’s revenues, respectively, for the three-monthnine month period ended December 31, 2016.June 30, 2017. 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 31% of its revenues thoughthrough its lease with Publix.

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.

This member of the Company’s Board of Directors sold his shares back to the Company during the quarter and subsequently is no longer a member of the Board of Directors.

During the quarter, the Company paid a stockholder who is also the son of the President for accounting services. The Company’s Board of Directors believes that the accounting services paid to the son of its President were not in excess of prices that would have been paid had the Company obtained accounting services from other sources.

See Note 8 – Subsequent Events.

Note 7 – Subsequent EventShareholders’ Equity

On February 7, 2017, Security Land &and Development Corporation offered to purchase up to 2,526,247 shares (approximately 48.2% of the Company’s outstanding shares) of its common stock from its stockholders through a tender offer (“the Offer”) at a price of $1.25 per share. The Offer is part of a plan intended to enhance stockholder value and provide liquidity for the stockholders. The Offer expiresexpired on March 15, 2017, unlesswas extended by the Company.Company, and on April 19, 2017 Security Land and Development Corporation amended the above offer to increase the offer price to $1.60 per share. The amended Offer expired on May 5, 2017. On May 5, 2017, Security Land and Development Corporation amended the April 19, 2017 Offer to increase the offer price to $1.75 per share. Within the offer period, 192,860 shares were sold by members of the Board of Directors who are not part of the Flanagin family. As of June 30, 2017, the percentage of common stock owned by the Flanagin Family was 58.7%. The Company purchased and retired a total of 1,265,918 shares of its stock for $2,215,387. The Company utilized funds procured from a line of credit as noted above in Note 3 – Notes Payable and Line of Credit.

Note 8 – Subsequent Events

On July 5, 2017, a member of the Flanagin family who is also a member of the Company’s Board of Directors, elected to sell 80,500 shares, a portion of his holding in the Company, back to the company for $1.75 per share or $140,875.

On July 5, 2017, another member of the Flanagin family who is also a member of the Company’s Board of Directors, elected to sell 80,000 shares, a portion of his holding in the Company, back to the company for $1.75 per share or $140,000.

The Flanagin family’s ownership percentage of common stock decreased to 56.9% after two Flanagin family members sold thecommon

-8-stockbacktotheCompany.

 

- 10 -


 

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

Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations

ResultsofOperations:

TheCompany’sresultsofoperationsforthe three months ended December 31, nine monthsendedJune30,2017,andacomparativeanalysisofthesameperiodfor2016 and a comparative analysis of the same period for 2015 arepresentedbelow:

 

 

 

 

 

Increase (decrease)

  Increase (decrease) 

 

 

 

 

 

2016 compared to 2015

   

2017 compared to 2016

 

2016

 

2015

 

Amount

 

Percent

 

2017 

 

2016 

  

Amount

  

Percent

 

 

 

 

 

 

 

 

 

         

Rent revenues

$

414,939

 

$

410,360

 

$

4,579

 

1%

$1,303,049 

$

1,251,997  

$

51,052  4

Operating expenses

 

243,028

 

250,793

 

(7,765

)

-3%

 792,721  696,395  96,326  14

Interest expense

 

36,601

 

40,528

 

 

(3,927

)

-10%

 116,546  118,752   (2,206) -2

Income tax expense, net

 

51,363

 

74,319

 

(22,956

)

-31%

 161,408  193,205  (31,797) -16

Other income

 

-

 

7,616

 

(7,616

)

-100%

  7,616  (7,616) -100
   

Net income

 

83,947

 

52,336

 

31,611

 

60%

 232,374  251,261  (18,887) -8

 

Rentrevenuesconsistofrentrevenuefrom 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-repairauto repair service operation on an out-parcelout parcel of National Plaza.

Refer to the Company’s Form 10-K10 K for the year ended September 30, 2016 for further information regarding the properties owned and their lease terms.

Total operating expenses for the threenine months ended December 31, 2016 decreasedJune 30, 2017 increased compared to the same period for 20152016 due primarily to a bonushigher professional service fees and maintenance and repair costs incurred in 2017 compared to the Company’s president in relation to the sale of an approximately 1 acre outparcel of National Plaza and the Stanley Drive house paid in 2015. This was offset by slightly higher professional fees paid insame period for 2016. Refer to the Company’s Form 10-K10 K for the year ended September 30, 2016 for further information regarding these transactions. Management expects operating expenses for the remainder of the current fiscal year to be in-linein line with operating expenses above incurred for the first quarter.

three quarters.

Interest expense for the threenine months ended December 31, 2016June 30, 2017 decreased compared to 20152016 due to the decrease in debt resulting from scheduled principal payments. Management expects interest expense for the remainder of the current fiscal year to continueincrease due to decrease as outstanding debt continues to amortize.

the addition of the line of credit.

Income tax expense for the threenine month period ended December 31, 2016June 30, 2017 decreased compared to the same period for 20152016 due to deferred tax expense recognized in 2015prior period related to the sale of the outparcel and rental house on Stanley Drive noted above.

Drive.

Liquidity and Sources of Capital:

The Company’s ratio of current assets to current liabilities at December 31, 2016June 30, 2017 was 243%47%. The ratio was 202% at September 30, 2016.

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 and line of credit will require the Company to make payments over the next 12 months totaling $253,483.$2,759,729. The Company plans to refinance the line of credit to a term note. 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. The Company plans to use the $3,000,000 available line of credit to fund the February 7, 2017 tender offer.

- 11 -

-9-


 


Cautionary
NoteRegarding Forward-Looking ForwardLookingStatements:

The results of operations for the threenine months ended December 31, 2016June 30, 2017 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-lookingforward 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-lookingforward 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-lookingforward 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 companiescompanies.

Item 4.4. 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)13a 15(e) and 15d-15(e)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, 2016, 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, 2016 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.

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.

- 12 -


PART II - OTHER INFORMATION

Item1.Item  1. Legal Proceedings

None

Item1A.Item  1A. Risk Factors

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

-10-


Item2.Item  2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item3.Item  3. Defaults Upon Senior Securities

None

Item4.Item  4. Reserved for Future Use

Item5.Item  5. Other Information

Management of the Company notes that no Forms 8-K8 K were filed during the period and Management is not aware of any un-reportedun reported matters occurring during the period that would require disclosure in a Form 8-K. 

8 K.

Item6.Item  6. Exhibits

(a)

Exhibit No.

Description

31.1

 

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

 

32.1

 

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

  101

 

101

The following financial information from Security Land and Development Corporation’s Quarterly Report on Form 10-Q10 Q for the quarter ended December 31, 2016 isJune 30, 2017is 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.

- 13 -


SIGNATURES

In accordancewiththerequirementsoftheExchangeAct,theregistrantcausedthisreporttobesignedonitsbehalfbytheundersigned,thereuntodulyauthorized.

SECURITYLANDANDDEVELOPMENTCORPORATION
(Registrant)

 

By:

/s/T.GreenleeFlanagin

August 14,2017

T.GreenleeFlanaginDate 
President
ChiefExecutiveOfficerandChiefFinancialOfficer

 

 

 

 

 

 

 

 

 

- 14 -

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 10, 2017

T. Greenlee Flanagin

Date

President

Chief Executive Officer and Chief Financial Officer

-11-