U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-Q

 


 

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

 

 

 

For the quarterly period ended December 31, 2017June 30, 2019

 

 

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     NO  

 

        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 Large accelerated filer                                                                                                        Accelerated filer

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

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

Smaller reporting company

 

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).  YES     NO  

 

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

Yes     No

 

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

 

Class

 

Outstanding at February 12, 2018August 14, 2019

Common Stock, $0.10 Par Value

 

3,766,290 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, 2017June 30, 2019 and September 30, 20172018

1

 

 

 

 

Consolidated Statements of IncomeOperations for the Three Month PeriodsMonths and Nine Months ended December 31, 2017June 30, 2019 and 20162018

2

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’Stockholders' Equity for the Three Month PeriodMonths and Nine Months ended December 31, 2017June 30, 2019 and the Year Ended September 30, 2017.2018

3

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Three Month PeriodsNine Months ended ended December 31, 2017June 30, 2019 and 20162018

4

 

 

 

 

Notes to the Consolidated Financial Statements

5-11

 

 

 

Item 2.

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

12-1312-14

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

1314

 

 

 

Item 4.

Controls and Procedures

1314

 

 

 

Part II

OTHER INFORMATION

1415

 

 

 

Item 1.

Legal Proceedings

1415

 

 

 

Item 1A.

Risk Factors

1415

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1415

 

 

 

Item 3.

Defaults Upon Senior Securities

1415

 

 

 

Item 4.

Reserved for Future Use

1415

 

 

 

Item 5.

Other Information

1415

 

 

 

Item 6.

Exhibits

1315

 

 

 

 

SIGNATURES

1516

 

 

 

 


 

 


PART I. FINANCIAL INFORMATION

PART I.  FINANCIAL INFORMATION

 

 

 

 

 

 

Item ITEMS 1.  Financial Statements

SECURITY LAND AND DEVELOPMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

 

December 31,June 30

 

September 30

2017

 

20172019

(unaudited)

 

2018

 (unaudited)

(audited)

ASSETS

CURRENT ASSETS

 

 Cash

$

2,054,998

$

493,446

Cash

 $         298,390

 $        254,522

Receivables from tenants, net of allowance of  $71,967$73,947 and
$73,927 at June 30, 2019 and September 30, 2018, respectively

 

125,008

 

at December 31, 2017 September 30, 2017

    267,139

           365,589412,008

Prepaid property taxes

                        -

 

   29,76827,555

  

Total current assets

            565,5292,180,006

           649,879

 

933,009

INVESTMENT PROPERTIES

  

Investment properties for lease, net of accumulated depreciation and amortization

18,773,545

 6,695,924

        6,742,9936,554,718

Land and improvements held for investment or development

         3,804,728

  3,478,868

  3,804,728

  
 

 10,500,65222,252,413

10,359,446

 OTHER ASSETS

 

 10,547,721244,286

 12,716

 

 TOTAL ASSETS

$

24,676,705

$

11,305,171

 

OTHER ASSETS

              16,510

             17,774

 $    11,082,691

 $   11,215,374

LIABILITIES AND STOCKHOLDERS’STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  

Accounts payable and accrued expenses

$

 $           96,652251,507

$

 $        223,482234,381

Income taxes payable

              57,355

 329,260

        19,91775,630

Current maturities of notes payable

            393,033138,984

           388,322

 

    407,554

Total current liabilities

            547,040719,751

           631,721

 

717,565

LONG-TERM LIABILITIES

  

Notes payable, less current portion and deferred financing costscost

   4,210,5411,191,927

 

        4,330,8633,928,690

Deferred income taxes

            917,1343,924,790

  

        1,367,5561,006,252

  

Total long-term liabilities

  5,127,6755,116,717

  4,934,942

 Total liabilities

 

        5,698,419

Total liabilities5,836,468

         5,674,715

 

  6,330,1405,652,507

STOCKHOLDERS' EQUITY

  

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

  

3,772,637      3,766,290 shares issued and outstanding at December 31, 2017

June 30, 2019 and 3,797,137 shares issued and outstanding at September 30, 2017

            377,2642018

 

      379,719376,629

     376,629

Retained earningsEarnings

         5,030,71218,463,608

        4,505,5155,276,035

  

Total Stockholders' Equity

         5,407,97618,840,237

        4,885,234

 

 5,652,664

Liabilities and Stockholders' Equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

 $    11,082,691 24,676,705

$

 $   11,215,374 11,305,171

 

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

 

Ended December 31,

 

2017

 

2016

 

 (unaudited)

 

(unaudited)

OPERATING REVENUES

   

Rent Revenues

 $         417,717

 

 $         414,939

    

OPERATING EXPENSES

   

Depreciation and amortization

              48,333

 

              48,185

Property taxes

            �� 70,024

 

              67,593

Payroll and related costs

              23,529

 

              26,063

Insurance and utilities

                6,366

 

              13,141

Repairs and maintenance

                7,151

 

              15,012

Professional services

              21,740

 

              57,032

Other

                1,008

 

              14,835

    
 

            178,151

 

            241,861

    

Operating income

            239,566

 

            173,078

    

OTHER EXPENSE

   

Interest

            (70,159)

 

            (37,768)

    
 

            (70,159)

 

            (37,768)

    

Income before income taxes

            169,407

 

            135,310

    

INCOME TAXES PROVISION (BENEFIT)

   

Income tax expense

              54,207

 

              59,131

Income tax deferred benefit

          (450,422)

 

              (7,768)

 

          (396,215)

 

              51,363

    

Net income

 $         565,622

 

 $           83,947

    

PER SHARE DATA

   

Net income per common share

 $               0.15

 

 $               0.02

    

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

-2-

    


SECURITY LAND AND DEVELOPMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

         
    

Additional

   

Total

  

 Common

 

 Paid-in

 

 Retained

 

 Stockholders'

  

 Stock

 

 Capital

 

 Earnings

 

 Equity

         

Balance, September 30, 2016 (audited)

 

 $        524,311

 

 $        333,216

 

 $     6,226,363

 

 $    7,083,890

     Net income

 

                       -

 

                       -

 

           331,817

 

          331,817

     Purchase and retirement of common stock

 

          (144,592)

 

          (333,216)

 

       (2,052,665)

 

     (2,530,473)

Balance, September 30, 2017 (audited)

 

           379,719

 

                       -

 

        4,505,515

 

       4,885,234

     Net income

 

                       -

 

                       -

 

           565,622

 

          565,622

     Purchase and retirement of common stock

 

              (2,455)

 

                       -

 

            (40,425)

 

          (42,880)

Balance, December 31, 2017 (unaudited)

 

 $        377,264

 

 $                    -

 

 $     5,030,712

 

 $    5,407,976

         

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

 

-3-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

    
 

For the Three Months

 

Ended December 31,

 

2017

 

2016

 

(unaudited)

 

(unaudited)

OPERATING ACTIVITIES

   

Net income

 $         565,622

 

 $           83,947

Adjustments to reconcile net income to net cash provided by

   

  operating activities:

   

Bad debts

                       -

 

                1,516

Depreciation and amortization

              48,333

 

              48,185

Interest on deferred financing costs

                1,333

 

                1,167

Deferred income tax

          (450,422)

 

              (7,768)

Changes in deferred and accrued amounts

              38,826

 

              90,152

    

Net cash provided by operating activities

            203,692

 

            217,199

    

FINANCING ACTIVITIES

   

Purchase and retirement of common stock

            (42,880)

 

                       -

Principal payments on notes payable

          (116,944)

 

            (61,467)

    

Net cash used in financing activities

          (159,824)

 

            (61,467)

    

Net increase in cash

              43,868

 

            155,732

    

CASH, BEGINNING OF PERIOD

            254,522

 

            500,660

    

CASH, END OF PERIOD

 $         298,390

 

 $         656,392

    
    

SUPPLEMENTAL CASH FLOW INFORMATION:

   
    

Cash paid for interest

 $           68,943

 

 $           40,379

    

Cash paid for income taxes

 $                      -

 

 $                669

    

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

-4-

 


 

SECURITY LAND AND DEVELOPMENT CORPORATION

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Three Months

 For the Nine Months

 Ended June 30,

 Ended June 30,

 2019

 2018

 2019

 2018

 (unaudited)

 (unaudited)

 (unaudited)

 (unaudited)

 OPERATING REVENUE

 Rent Revenue

 $         425,514

 $         418,894

 $     1,255,632

 $      1,321,191

 OPERATING EXPENSES

 Depreciation and amortization

284,906

 48,333

  646,988

 145,000

 Property taxes

 72,116

 70,024

  202,513

 210,071

 Payroll and related costs

  26,750

 23,113

  885,946

 114,286

 Insurance and utilities

  1,320

 24,897

  1,586

 42,921

 Repairs and maintenance

     250

 14,287

 10,074

 32,994

 Professional services

  9,080

 15,535

140,098

 65,802

 Bad debt expenses

  (3,457)

  -

 20

 -

 Other

  2,378

  (8,626)

 50,469

   (3,337)

 Total Operating Expenses

  393,343

 187,563

 1,937,694

  607,737

 Operating (Loss) Income

  32,171

   231,331

 (682,062)

  713,454

 OTHER INCOME (EXPENSE)

 Gain on sale

                               -

  -

 18,367,269

                               -

 Interest expense, net

 (9,189)

 (56,614)

 (58,095)

 (172,279)

 Total Other Income (Expense)

 (9,189)

(56,614)

 18,309,174

 (172,279)

 Income Before Income Taxes

 22,982

 174,717

 17,627,112

  541,175

 INCOME TAX PROVISION (BENEFIT)

 Income tax expense

 77,000

 54,640

  1,521,000

   178,460

 Income tax deferred (benefit) expense

 (17,210)

 (8,241)

  2,918,539

 (462,328)

 Total Income Tax Provision (Benefit)

  59,790

  46,399

  4,439,539

 (283,868)

 Net (Loss) Income

 $         (36,808)

 $         128,318

 $   13,187,573

 $         825,043

 PER SHARE DATA

Net (Loss) Income per Common Share,
basic and diluted

 $             (0.01)

 $               0.03

 $              3.50

 $               0.22

Weighted Average Shares Outstanding,
basic and diluted

 3,766,290

 3,766,290

 3,766,290

 3,766,290

 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

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 Common

 

 Retained

 

 Stockholders'

 

 

 Stock

 

 Earnings

 

 Equity

 

 

 

 

 

 

 

Balance, September 30, 2017

 

 $        379,719

 

 $        4,505,515

 

 $         4,885,234

     Net Income

 

            -

 

 565,622

 

  565,622

     Purchase and retirement of common stock

 

  (2,455)

 

 (40,425)

 

  (42,880)

Balance, December 31, 2017 (unaudited)

 

 377,264

 

 5,030,712

 

  5,407,976

     Net Income

 

           -

 

    131,103

 

 131,103

     Purchase and retirement of common stock

 

    (635)

 

   (10,473)

 

    (11,108)

Balance, March 31, 2018 (unaudited)

 

376,629

 

 5,151,342

 

  5,527,971

     Net Income

 

           -

 

    128,318

 

 128,318

     Purchase and retirement of common stock

 

           -

 

         -

 

     -

Balance, June 30, 2018 (unaudited)

 

376,629

 

 5,279,660

 

  5,656,289

     Net Income

 

           -

 

     (3,631)

 

 (3,631)

     Purchase and retirement of common stock

 

           -

 

       6

 

    6

Balance, September 30, 2018

 

376,629

 

 5,276,035

 

   5,652,664

     Net Income

 

            -

 

 13,046,038

 

 13,046,038

Balance, December 31, 2018 (unaudited)

 

 376,629

 

 18,322,073

 

 18,698,702

     Net Income

 

           -

 

    178,343

 

   178,343

Balance, March 31, 2019 (unaudited)

 

                     376,629

 

  18,500,416

 

18,877,045

     Net Income

 

           -

 

(36,808)

 

(36,808)

Balance, June 30, 2019 (unaudited)

 

376,629

 

18,463,608

 

18,840,237

 

 

 

 

 

 

 

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 Nine Months

 Ended June 30

 2019

 2018

 (unaudited)

 (unaudited)

 OPERATING ACTIVITIES

 Net income

 $ 13,187,573

 $     825,043

 Adjustments to reconcile net income to 

 net cash provided by

 Operating Activities:

 Gain on sale

   (18,367,269)

                      -

 Bad debts

               20

              8,886

 Deferred financing cost

           (16,146)

                      -

 Depreciation and amortization

          643,916

          145,000

 Interest on deferred financing

               3,072

             3,999

 Deferred income tax

       2,918,538

       (466,641)

 Changes in deferred and accrued amounts

          341,005

         35,509

 Net Cash (Used In) Provided By Operating Activities

     (1,289,291)

        551,796

 INVESTING ACTIVITIES

 Additions to investment properties and other assets

 for properties held for lease

   (15,157,916)

                      -

 Proceeds from sale of investment properties and other

 assets held for lease

    21,017,164

                      -

 Net Cash Provided By Investing Activities

       5,859,248

                      -

 FINANCING ACTIVITIES

 Purchase and retirement of common stock

                        -

         (53,988)

 Principal payments on notes payable

     (3,008,405)

       (289,877)

 Net Cash used In Financing Activities

     (3,008,405)

       (343,865)

 Net Increase in Cash

       1,561,552

          207,931

 CASH, BEGINNING OF PERIOD

          493,446

        254,522

 CASH, END OF PERIOD

 $   2,054,998

 $     462,453

 SUPPLEMENTAL CASH FLOW INFORMATION:

 Cash paid for interest

 $        89,820

 $     168,634

 Cash paid for income taxes

 $   1,267,370

 $     175,510

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

 -4-


 SECURITY LAND AND DEVELOPMENT CORPORATION

 

 Notes to the Consolidated Financial Statements

 

Note 1 - Basis of Presentation

 

The accompanying unaudited consolidated financial statements wereare 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, 20172018 when reviewing these consolidated 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”"Company"). Significant intercompany transactions and accounts are eliminated in consolidation.

  

Critical
Significant Accounting Policies:

Estimates of Useful Lives of Investment Properties for Purposes of Depreciation

 

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

 

Evaluation of Long-Lived Assets for Impairment

 

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

 

Estimates of Income Tax Rates Applicable to Deferred Taxes

 

The Company has deferred income taxes through a series of tax-deferred like-kind exchange transactions on certain investment properties and through accelerated depreciation elections on certain other assets. Actual income taxes that may become due when taxable gains are realized on the sale of assets may differ from management’smanagement'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’sCompany's Form 10-K for the year ended September 30, 20172018 for further information regarding its critical accounting policies.

 

 

(Continued)

 

- 5 - -5-

 


Note 1 - Basis of Presentation, Continued

Recently IssuedAdopted 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 beis 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 reflectOctober 1, 2018. We evaluated 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 ofall contracts within this scope under existing accounting standards and under the new standard with restatementrevenue recognition ASU and confirmed that there were no differences in the amounts recognized or the pattern of prior years and one requiring prospective applicationrecognition. Therefore, the adoption of the new standard with disclosure of results under old standards.  The Company is currently evaluating the impact of adoption and the implementation approachthis ASU did not result in an adjustment to be used.our retained earnings on October 1, 2018.

 

In August 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will beis effective for the Company for reporting periods beginning after December 15, 2017.October 1, 2018. The Company will applyapplied the guidance using a modified retrospective approach.  The Company does not expect these amendments to have a material effect on its financial statements.

 

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 beare 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.October 1, 2018.

 

In April 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 beare 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.October 1, 2018.

 

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 beare 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 amendments to clarify the Accounting Standards Codification, correct unintended application of guidance, and make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments were effective upon issuance (December 14, 2016) for amendments that do not have transition guidance. Amendments that are subject to transition guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.October 1, 2018.

 

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 beare effective for the Company for reporting periods beginning after December 15, 2017.October 1, 2018. The Company will applyapplied the guidance using a modified retrospective approach.

In November 2017, the FASB updated the Income Statement and Revenue from Contracts with Customers Topic of the Accounting Standards Codification. The Company does not expect these amendments incorporate into the Accounting Standards Codification recent SEC guidance related to have a material effectrevenue recognition. The amendments were effective upon issuance.

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2016-2, Leases (Topic 842), which provides the principles for the recognition, measurement, presentation and disclosure of leases. This ASU significantly changes the accounting for leases by requiring lessees to recognize assets and liabilities for leases greater than 12 months on its financial statements.their balance sheet. The lessor model stays substantially the same; however, there were modifications to conform lessor accounting with the lessee model, eliminate real estate specific guidance, further define certain lease and non-lease components, and change the definition of initial direct costs of leases requiring significantly more leasing related costs to be expensed upfront.

                                                                                                                                                                                (Continued)

 -6-

 

 


��

(Continued)

- 6 -


 

Note 1 - Basis of Presentation, Continued

Recently Issued Accounting Standards, continued

The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2018. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows lessors to elect a practical expedient by class of underlying assets to not separate non-lease components from the lease component if certain conditions are met. The lessor's practical expedient election would be limited to circumstances in which the non-lease components otherwise would be accounted for under the new revenue guidance and both (i) the timing and pattern of transfer are the same for the non-lease component and the related lease component and (ii) the lease component would be classified as an operating lease. The Company expects to elect the practical expedient which would allow the Company the ability to combine the lease and non-lease components if the underlying asset meets the criteria above. ASU 2018-11 also includes an optional transition method in addition to the existing requirements for transition to the new standard by recognizing a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption. Consequently, a company's reporting for the comparative periods presented in the financial statements would continue to be in accordance with current GAAP (Topic 840).continued

    

In February 2016, the FASB amended the Leases 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 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 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 transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019.Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company does not expect these amendments to have a material effect on its financial statements.

(Continued)

- 7 -


Note 1 – Basis of Presentation, Continued

Recently Issued Accounting Standards, continued

In February 2017, the FASB amended the Other Income Topic of the Accounting Standards Codification to clarify the scope of the guidance on nonfinancial 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.

In September 2017, the FASB updated the Revenue from Contracts with Customers and the Leases Topics of the Accounting Standards Codification. The amendments incorporate into the Accounting Standards Codification recent SEC guidance about certain public business entities (PBEs) electing to use the non-PBE effective dates solely to adopt the FASB’s new standards on revenue and leases. The amendments were effective upon issuance. The Company is currently in the process of evaluating the impact of adoption of this guidance, however it does not expect these amendments to have a material effect on its financial statements.

In November 2017, the FASB updated the Income Statement and Revenue from Contracts with Customers Topic of the Accounting Standards Codification. The amendments incorporate into the Accounting Standards Codification recent SEC guidance related to revenue recognition. The amendments were effective upon issuance. The Company is currently evaluating the impact on revenue recognition, however it does not expect these amendments to have a material effect on its financial statements.

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

 

Reclassifications

Certain reclassifications have been made to the prior quarter ended December 31, 2016. These reclassifications had no effect on previously reported stockholders’ equity, net income or cash flows.

 

 -7-


Note 2 - Investment Properties

 

Investment properties leased or held for lease to others under operating leases consisted of the following at
December 31, 2017June 30, 2019 and September 30, 2017:2018:

 

December 31,

2017

 

September 30,

2017

June 30,

2019

 

September 30,

2018

 

(unaudited)

 

(audited)

(unaudited)

 

(audited)

 

 

 

 

 

 

 

 

 

 

 

National Plaza building, land and improvements

$              

5,322,260

 

$              

5,322,260

$              

 

$              

5,322,260 

 

Evans Ground Lease, land and improvements

 

2,382,673

 

 

2,382,673

Bobby Jones Ground Lease, land and lease intangible

Evans Ground Lease, land and improvements

 

15,044,916 

2,382,674 

 

 

2,382,673 

 

Wrightsboro Road building, land and improvements

 

1,929,690

 

 

1,929,690

 

2,042,690 

 

 

1,929,690 

 

Commercial land and improvements

 

3,804,728

 

 

3,804,728

 

3,478,868 

 

 

3,804,728 

 

 

13,439,351

 

 

13,439,351

 

22,949,148 

 

 

13,439,351 

 

Less accumulated depreciation

 

(2,938,699)

 

 

(2,891,630)

Less accumulated depreciation and amortization

 

(696,735)

 

 

(3,079,905)

 

 

 

 

 

 

 

 

 

 

 

Investment properties for lease, net of depreciation

$              

10,500,652

 

$              

10,547,721

$              

22,252,413 

 

$              

10,359,446 

 

 

 

 

 

 

and amortization

 

 

 

 

 

Depreciation and amortization expense totaled approximately $285,000 and $47,000 for the three-month periods ended December 31, 2017June 30, 2019 and 2016.2018, respectively and approximately $647,000 and $141,000 for the nine-month periods ended June 30, 2019 and 2018, 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., National Plaza's anchor tenant. The company sold this property in December of 2018 for $21,000,000 and recognized a gain on the sale of $18,367,269.  See Note 7 for additional disclosures regarding the National Plaza’s anchor tenant. 

(Continued)

- 8 -


Note 2 – Investment Properties, ContinuedPlaza retail strip center.

 

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 required 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 in year 21 and another option every 5 years thereafter for a possible total lease term of 50 years.

The lease provides for the tenant to pay for insurance and property taxes. The Company is recognizing rents on a straight-line basis over the lease term.

 

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

 

(Continued)

 -8-


Note 2 - Investment Properties, continued

Purchase of Bobby Jones Ground Lease

In December of 2018, the Company purchased a tract of land, consisting of 19.32 acres, and a ground lease with a major discount retailer and building owned by the retailer for $15,044,916 using proceeds from the sale of National Plaza to fund the purchase, including $44,916 in transaction costs. The ground lease commenced on November 21, 2005 and the initial term expires on May 1, 2028.  The Company began recognizing rental income as of the date of closing. The original lease term is 20 years with sixteen five-year extension options.  Annual rental payments total $810,636 and rent is payable monthly.  The Company's management obtained an independent appraisal to determine the allocation of the purchase price, assigning $4,700,00 to land and $10,344,916 to the ground lease.  Per the appraisal, the Company's management also assumed the useful life of the lease should coincide with the remaining lease term, which is approximately 112 months, and has recorded amortization expense accordingly.

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’sCompany's National Plaza investment property.  This 1.1-acre parcel was included in the sale of the National Plaza investment property. The aggregate costs of these investment properties held for investment or development was $3,478,868 and $3,804,728 at December 31, 2017June 30, 2019 and September 30, 2017,2018, respectively.

 

Refer to the Company’sCompany's Form 10-K for the year ended September 30, 20172018 for further information on operating lease agreements and land held for investment or development purposes.

 

Note 3 - Notes Payable

 

Notes payable consisted of the following at:

 

December 31,
2017

 

September 30,
2017

 

(unaudited)

 

(audited)

 

June 30,
2019

(unaudited)

 

September 30,
2018

(audited)

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 $33,050, through August 2027, and accrues interest at an annual fixed rate of 4.3%.  The note payable is collateralized by National Plaza. 

 

 

$            3,102,003

 

 

 

$             3,188,257

A note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents.   The note was payable in monthly installments of $33,050, through August 2027, and accrued interest at an annual fixed rate of 4.3%.  The note payable was collateralized by National Plaza.  In December of 2018 the Company sold National Plaza and used a portion of the proceeds to pay off this note.

 

 

 

 

 

 $                     -

 

 

 

 

 

$         2,925,424

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%.  

1,551,957

 

1,582,647

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%.  

1,358,165

 

1,457,207

 

4,653,960

 

4,770,904

 

1,358,165

 

4,382,631

Less deferred financing costs

Less deferred financing costs

(50,386)

 

(51,719)

Less deferred financing costs

(27,254)

 

(46,387)

Less current maturities of notes payable

Less current maturities of notes payable

         (393,033)

 

       (388,322)

Less current maturities of notes payable

         (138,984)

 

(407,554)

 

$            4,210,541

 

$            4,330,863

 

$    1,191,927

 

$       3,928,690

    

 

(Continued)

- 9 - -9-

 


Note 3 – Notes Payable, 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 $393,033. The Company projects that it will be able to fund the payment of its current maturities of notes payable through cash flows generated from its operations and cash on hand, but there can be no assurance that this will occur.

 

Note 4 - Income Taxes

At September 30, 2017, the Company had income taxes payable of $19,917 related to the fiscal year 2017. As of December 31, 2017, the Company has income taxes payable of $57,355 related to the fiscal year 2017.

The Tax Cuts and Jobs Act (TCJA) was signed into law by the President on Friday December 22, 2017. The TCJA  includes the reduction in the corporate tax rate from a top rate of 35% to a flat rate of 21%, changes in business deductions, and many international provisions.  The drop in the corporate rate is effective for tax years beginning after December 31, 2017.  IRC Section 15 indicates that “if any rate of tax imposed…changes, and if the taxable year includes the effective date of the change…, then tentative taxes shall be computed by applying the rate for the period before the effective date of the change, and the rate for the period on and after such date, to the taxable income for the entire taxable year, and the tax for such taxable year shall be the sum of that proportion of each tentative tax which the number of days in each period bears to the number of days in the entire taxable year.” (§15(a)).  As the Company is a fiscal year taxpayer, they will receive a partial benefit for the drop in the federal corporate tax rate for their fiscal year ended September 30, 2018.  The weighted average federal tax rate computed in accordance with IRC Section 15 is 24.25% for the current fiscal year.

Based on the drop in the corporate tax rate to a flat 21%, the Company revalued each of their deferred tax assets and liabilities in the current period using the new corporate tax rate.  The net impact from this revaluing resulted in a tax benefit recognized in the current period ending December 31, 2017 of $463,167.

 

Income taxes have been provided using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

DuringDeferred income taxes are the three-month period ended December 31, 2017, the Company recorded $396,215result of qualified tax-free exchanges of property transacted in current and prior years and reporting depreciation differently for income tax benefits at an effective ratepurposes.  The tax effects of -233.88% The Company records income taxes using an estimated annual effective tax rate for interim reporting. The individually largest factor contributingtemporary differences that give rise to the difference between the federal statutory rate of 24.25% and the Company’s effective tax rate for the three-month period ended December 31, 2017 was the benefit relating to the revaluing of the deferred tax assetliability are as follows as of:

 

June 30,

2019

 

September 30,
2018

Deferred income tax liabilities:

 

 

 

Basis in Investment Properties and Straight-line Rents

 

 

 

Receivable

$         3,924,790

 

$            1,006,252

Taxable gains deferred by the Company in prior years and liability balancesin the current year qualified for tax-free like-kind exchanges. These deferred gains for tax reporting comprise a substantial portion of the Company's deferred income tax liabilities as of June 30, 2019 and September 30, 2018, net of the effects of depreciation.

The provision (benefit) for income taxes is as follows:

 

 

For the nine months ended

 

 

 

June 30,

 

 

 

2019

 

 

2018

 

Current expense

 

$

1,521,000

 

 

$

178,460

 

Deferred expense (benefit) 

 

 

2,918,539

 

 

 

(462,328

)

 

 

 

 

 

 

 

 

 

 

 

$

4,439,539

 

 

$

(283,868

)

The provision for income taxes for the nine months ended June 30, 2019 and 2018 differs from the amount obtained by applying the U.S. federal and state income tax rate to pretax income due to the new federal statutory rate.  following:

 

 

 

 

2019

 

 

2018

 

 

 

 

 

 

 

 

 

 

Net income before tax

 

$

17,627,112

 

 

$

541,175

 

 

 

 

 

 

 

 

 

 

Expected federal tax expense at June,

 

 

 

 

 

 

 

 

2019 and 2018 is 21% and 24.25% respectively

 

 

            3,701,694

 

 

 

               131,235

 

State tax expense, net of federal benefit 

 

 

                702,650

 

 

 

47,225

 

Federal (benefit) expense of tax rate change

 

 

-

 

 

 

(462,328

 

)

Other expense

    

 

          35,195

 

 

 

                  -

 

 

 

 

 

 

 

 

 

 

Tax expense (benefit)

 

$

4,439,539

 

 

$

(283,868

)

 -10-


Note 5 - Concentrations

 

Substantially all of the Company’sCompany's assets consist of real estate located in Richmond and Columbia Counties in the state of Georgia and in Aiken County, South Carolina. Substantially all of the Company’sCompany's rental revenues arewere earned from threefour of the Company’sCompany's investment properties, National Plaza, the Evans Ground Lease, the Bobby Jones Ground Lease and the Wrightsboro Road Lease, which comprise approximately 51%13%, 40%, 38% and 9% of the Company’sCompany's revenues, respectively, for the three-monthnine-month period ended December 31, 2017.June 30, 2019. The anchor tenant for National Plaza, Publix Supermarkets, Inc. (“Publix”("Publix"), a regional food supermarket chain, leasesleased approximately 81% of the space at National Plaza. ThePrior to the sale of National Plaza in December of 2018 the Company generatesgenerated approximately 31%29% of its revenues through its lease with Publix.  See Note 7 for additional disclosures regarding the National Plaza retail strip center.

 

- 10 -


Note 6 - Related Party Transactions

During the quarter,nine months ended June 30, 2019, the Company paid a stockholder who is also the son of the President for accounting services. The Company’sCompany'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.

 

In December of 2018, the Company paid bonuses of $787,500 to stockholders, who are also board members, related to the sale of National Plaza which is included in payroll and related costs.

In December of 2018, the Company paid legal fees of $25,000 to a stockholder, who is also a board member, related to resolving an operational matter with a tenant at National Plaza.

Note 7 – Stockholders’ Equity- Sale of National Plaza

On February 7, 2017, Security Land and Development Corporation offered to purchase up to 2,526,247 shares (approximately 48.2%June 27, 2018, the Company entered into an agreement with WSQ, LLC, a Georgia Limited Liability Company, for the sale of its retail strip center (the "National Plaza") along with two adjoining outparcels, located on Washington Road in Augusta, Georgia for a combined total sales price of $21,000,000. The closing 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 valuesale occurred on December 13, 2018, and provide liquidity for the stockholders. The Offer expired on March 15, 2017, was extended by the Company andrecognized a gain 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 memberssale of the Board of Directors who are not part of the Flanagin family. As of December 31, 2017, the Flanagin family owned approximately 58% of the Company’s common stock. During the offer period, the Company has purchased and retired a total of 1,470,470 shares of its stock for $2,573,323. Included within these shares purchased by the Company were 192,860 shares sold by members of the Board of Directors who are not part of the Flanagin family. The Company utilized cash in hand and funds obtained from the line of credit that has since been converted to a term note. See Note 3 – Notes Payable. $18,367,269.

Note 8 – Subsequent Events- Purchase of Bobby Jones Ground Lease

In January,On December 20, 2018, the Company purchased a tract of land, consisting of 19.32 acres, and a ground lease with a major discount retailer and building owned by the retailer for $15,044,916 using proceeds from the sale of National Plaza to fund the purchase, including $44,916 in transaction costs. The ground lease commenced on November 21, 2005 and the initial term expires on May 1, 2028.  The Company's management obtained an additional 6,347 shares shares for $1.75 per share or $11,107.independent appraisal and which was utilized to allocate the purchase price, assigning $4,700,000 to land and $10,344,916 to the ground lease.  Based on the appraisal the Company's management has assumed the useful life of the lease should coincide with the remaining lease term, which is approximately 112 months, and has recorded amortization expense accordingly. 

 

 

- 11--11-

 


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

 

Results of Operations:

 

The Company’sCompany's results of operations for the threenine months ended December 31, 2017,June 30, 2019, and a comparative analysis of the same period for 20162018 are presented below:

 

 

 

 

 

 

 

 

Increase (decrease)

 

 

 

 

 

 

 

2017 compared to 2016

 

2017

 

2016

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Rent revenues

$

417,717

 

$

414,939

 

$

2,778

 

1%

Operating expenses

 

178,151

 

 

241,861

 

 

(63,710)

 

-26%

Interest expense

 

70,159

 

 

37,768

 

 

32,391

 

88%

Income tax (benefit) expense, net

 

(396,215)

 

 

51,363

 

 

(477,578)

 

-1,147%

Net income

 

565,622

 

 

83,947

 

 

481,675

 

675%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease)

 

 

 

 

 

 

 

2019 compared to 2018

 

2019

 

2018

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Rent revenue

$

1,255,632

 

$

1,321,191

 

$

(65,559)

 

-5%

Gain on sale

 

18,367,269

 

 

              -

 

 

18,367,269

 

           -

Operating expenses

 

1,937,694

 

 

607,737

 

 

1,329,957

 

219%

Interest expense, net

 

58,095

 

 

172,279

 

 

  (114,184)

 

-66%

Income tax expense (benefit), net

 

      4,439,539

 

 

(283,868)

 

 

4,723,407

 

-1,664%

Net income

 

13,187,573

 

 

825,043

 

 

12,362,530

 

1,498%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent revenues consist of rent revenue from the Company’sCompany's National Plaza, a strip center on Washington Road in Augusta, Georgia, and the Evans Ground Lease in Evans, Georgia.Georgia and the Bobby Jones Ground Lease. The Company also earned rent revenue from a lease on the Wrightsboro Road property with an apparel and home goods retailer and a ground lease with an auto-repair service operation on an out-parcel of National Plaza.  The Company sold National Plaza on December 13, 2018 and purchased the Bobby Jones Ground Lease on December 20, 2018.

 

Refer to the Company’sCompany's Form 10-K for the year ended September 30, 20172018 for further information regarding the properties owned and their lease terms.

 

Total operating expenses for the threenine months ended December 31, 2017June 30, 2019 increased compared to the same period for 2018 due primarily to legal and professional fees and bonuses related to the sale of National Plaza and the purchase of the Bobby Jones Ground Lease in 2018 that were not incurred in the prior period.  Management expects operating expenses for the remainder of the current fiscal year to decrease significantly compared to the first nine months as no additional bonuses are expected to be awarded and due to the sale of National Plaza, resulting in a reduction in related operating expenses.

Interest expense for the nine months ended June 30, 2019 decreased compared to the same period in prior year 2018 due to paying off the loan collateralized by National Plaza with proceeds from the sale of National Plaza in December of 2018. Management expects interest expense for 2016the remainder of the current fiscal year to decrease compared to the same period in prior year 2018.

Income tax expense for the nine months ended June 30, 2019 increased significantly compared to the same period for 2018 due to the sale of National Plaza and the related proceeds.

 -12-


The Company's results of operations for the three months ended June 30, 2019, and a comparative analysis of the same period for 2018 are presented below:

 

 

 

 

 

 

 

Increase (decrease)

 

 

 

 

 

 

 

2019 compared to 2018

 

2019

 

2018

 

Amount

 

Percent

 

 

 

 

 

 

 

 

 

 

 

Rent revenue

$

425,514

 

$

418,894

 

$

6,620

 

2%

Operating expenses

 

393,343

 

 

187,563

 

 

205,780

 

110%

Interest expense, net

 

9,189

 

 

56,614

 

 

  (47,425)

 

-84%

Income tax expense (benefit), net

 

      59,790

 

 

46,399

 

 

13,391

 

29%

Net (loss) income

 

(36,808)

 

 

128,318

 

 

(165,126)

 

-129%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rent revenues for the three months ended June 30, 2019 are comparable to rent revenue for the three months ended June 30, 2018.

Total operating expenses for the three months ended June 30, 2019 increased compared to the same period for 2018 due primarily to roofing and plumbing repair costs incurred in 2016 that were not incurred in the current period. Referincreased amortization expense related to the Company’s Form 10-K forpurchase of the year ended September 30, 2017 for further information regarding these transactions.Bobby Jones Ground Lease in 2018.  Management expects operating expenses for the remainder of the current fiscal year to be in-line with operating expenses above incurred forcomparable to the first quarter.three months ended June 30, 2019.

 

Interest expense net of interest income decreased for the three months ended December 31, 2017 increasedJune 30, 2019 compared to 2016the same period in 2018 due to paying off the increase in debt resultingloan collateralized by National Plaza with proceeds from the debt restructuring completedsale of National Plaza in the prior year.December of 2018. Management expects interest expense for the remainder of the current fiscal year to be in-line with interest expense incurreddecrease compared to the same period in the first quarter.prior year 2018.

 

Income tax expense for the three month periodmonths ended December 31, 2017 decreased significantlyJune 30, 2019 increased compared to the same period for 20162018 due to the Tax Cuts and Job Act being signed into law in December 2017.higher rent revenue as noted above.

 

Liquidity and Sources of Capital:

 

The Company’sCompany's ratio of current assets to current liabilities at December 31, 2017June 30, 2019 was 103%303%. The ratio was 103%130% at September 30, 2017.2018. 

 

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). See Note 8 for additional disclosures regarding National Plaza retail strip center.

 

Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $393,033.$138,984. 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.

 

- 12 -


Cautionary Note Regarding Forward-Looking Statements:

 

The results of operations for the threenine months ended December 31, 2017June 30, 2019 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’sCompany's filings with the Securities and Exchange Commission (the “Commission”"Commission") and its reports to stockholders. Such forward-looking statements are made based on management’smanagement's belief as well as assumptions made by, and information currently available to, management pursuant to “safe harbor”"safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company’sCompany'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.

 -13-


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’sCompany's management, including the Company’sCompany's Chief Executive Officer, of the effectiveness of the design and operation of the Company’sCompany'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’sCompany's Chief Executive Officer concluded that the Company’sCompany's disclosure controls and procedures were ineffective.

 

(b)      There were no significant changes in the Company’sCompany'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, 2017,2018, the Company’sCompany's management evaluated the effectiveness of its internal control. Based on the evaluation, the Company’sCompany's management concluded that the Company’sCompany's internal control over financial reporting was ineffective as of September 30, 20172018 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’sCompany's financial condition, results of operations and cash flows for the periods presented. There has been no change in the Company’sCompany's internal control over financial reporting that occurred during the Company’sCompany's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’sCompany's internal control over financial reporting.

 

 

 

 

 

 

 

 -14-

 


 

- 13 -


PART II - OTHER INFORMATION

 

Item  1. Legal Proceedings

 

None 

 

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 Formsa Form 8-K werewas filed during the period forto disclose the departure of two memberspurchase of the Board of Directors.Bobby Jones Ground Lease.  Management is not aware of any un-reported matters occurring during the period that would require any additional disclosures 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

 

101

The following financial information from Security Land and Development Corporation’sCorporation's Quarterly Report on Form 10-Q for the quarter ended December 31, 2017June 30, 2019 is formatted in Extensible Business Reporting Language (XBRL):  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income,Operations, (iii) the Condensed Consolidated Statements of Changes in Stockholders’Stockholders' Equity, (iv) the Condensed Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.

 

 

 

- 14 --15-

 


SIGNATURES

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 12, 2018August 14, 2019

 

 

 

 

 

 

T. Greenlee Flanagin

 

Date

 

 

President

 

 

 

 

Chief Executive Officer and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 15 -

 -16-