U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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For the quarterly period ended March 31, 2014 |
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Transition Report Pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
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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 |
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58-1088232 |
(State or other Jurisdiction of Incorporation or Organization) |
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(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 x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in rule 12b-2 of the Exchange Act.
Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company x |
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
oYes xNo
State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date.
Class |
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Outstanding at May 12, 2014 |
Common Stock, $0.10 Par Value |
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5,243,107 shares |
Table of Contents
SECURITY LAND AND DEVELOPMENT CORPORATION
Form 10-Q
Index
Part I |
FINANCIAL INFORMATION |
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Item 1. |
Financial Statements |
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Consolidated Balance Sheets as of March 31, 2014 and September 30, 2013 |
1 |
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2 |
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3 |
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4-7 |
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Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
8-9 |
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Item 3. |
9 |
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Item 4. |
9-10 |
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Part II |
10 |
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Item 1. |
10 |
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Item 1A. |
10 |
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Item 2. |
10 |
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Item 3. |
10 |
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Item 4. |
Reserved for Future Use |
10 |
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Item 5. |
10 |
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Item 6. |
10 |
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11-13 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SECURITY LAND AND DEVELOPMENT CORPORATION |
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CONSOLIDATED BALANCE SHEETS | ||||||||
March 31, | September 30, | |||||||
2014 | 2013 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 24,014 | $ | 24,599 | ||||
Receivables from tenants, net of allowance of $19,938 | ||||||||
at March 31, 2014 and September 30, 2013 | 416,908 | 497,324 | ||||||
Prepaid property taxes | - | 15,003 | ||||||
Total current assets | 440,922 | 536,926 | ||||||
INVESTMENT PROPERTIES | ||||||||
Investment properties for lease, net of accumulated depreciation | 5,357,358 | 5,415,447 | ||||||
Land and improvements held for investment or development | 3,639,598 | 3,639,598 | ||||||
8,996,956 | 9,055,045 | |||||||
OTHER ASSETS | 72,401 | 76,188 | ||||||
$ | 9,510,279 | $ | 9,668,159 | |||||
LIABILITIES AND STOCKHOLDERS EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 283,270 | $ | 325,720 | ||||
Income taxes payable | 122,209 | 183,236 | ||||||
Current maturities of notes payable | 605,470 | 584,491 | ||||||
Current maturities of deferred revenue | 24,652 | 24,652 | ||||||
Total current liabilities | 1,035,601 | 1,118,099 | ||||||
LONG-TERM LIABILITIES | ||||||||
Notes payable, less current portion | 2,503,482 | 2,807,314 | ||||||
Deferred income taxes | 765,199 | 764,645 | ||||||
Deferred revenue, less current portion | 4,093 | 16,419 | ||||||
Note payable to stockholder | 50,015 | - | ||||||
Total long-term liabilities | 3,322,789 | 3,588,378 | ||||||
Total liabilities | 4,358,390 | 4,706,477 | ||||||
STOCKHOLDERS' EQUITY | ||||||||
Common stock, par value $.10 per share; 30,000,000 shares authorized; | ||||||||
5,243,107 shares issued and outstanding | 524,311 | 524,311 | ||||||
Additional paid-in capital | 333,216 | 333,216 | ||||||
Retained earnings | 4,294,362 | 4,104,155 | ||||||
Total Stockholders' Equity | 5,151,889 | 4,961,682 | ||||||
Liabilities and Stockholders' Equity | $ | 9,510,279 | $ | 9,668,159 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
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-1-
SECURITY LAND AND DEVELOPMENT CORPORATION |
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For the Three Month | For the Six Month | |||||||||||
Period Ended March 31, | Period Ended March 31, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||||||
OPERATING REVENUE | ||||||||||||
Rent Revenue | $ | 360,252 | $ | 362,950 | $ | 734,000 | $ | 722,053 | ||||
OPERATING EXPENSES | ||||||||||||
Depreciation and amortization | 32,938 | 32,948 | 65,875 | 65,896 | ||||||||
Property taxes | 64,107 | 69,736 | 131,970 | 134,361 | ||||||||
Payroll and related costs | 19,930 | 21,796 | 40,063 | 44,275 | ||||||||
Insurance and utilities | 10,500 | 5,674 | 18,135 | 19,693 | ||||||||
Repairs and maintenance | 9,550 | 4,876 | 33,270 | 14,086 | ||||||||
Professional services | 28,576 | 31,390 | 40,156 | 49,390 | ||||||||
Bad debt expense (recovery) | - | (1,580) | - | 2,825 | ||||||||
Other | 1,969 | 8,907 | 2,573 | 13,634 | ||||||||
167,570 | 173,747 | 332,042 | 344,160 | |||||||||
Operating income | 192,682 | 189,203 | 401,958 | 377,893 | ||||||||
OTHER EXPENSE | ||||||||||||
Interest | (47,970) | (68,039) | (95,369) | (123,651) | ||||||||
Income before income taxes | 144,712 | 121,164 | 306,589 | 254,242 | ||||||||
INCOME TAXES PROVISION (BENEFIT) | ||||||||||||
Income Tax Expense | 53,897 | 47,603 | 115,828 | 97,096 | ||||||||
Income Tax Deferred Expense (Benefit) | 1,035 | (1,610) | 554 | (967) | ||||||||
54,932 | 45,993 | 116,382 | 96,129 | |||||||||
Net income | 89,780 | 75,171 | 190,207 | 158,113 | ||||||||
RETAINED EARNINGS, BEGINNING OF PERIOD | 4,204,582 | 3,804,812 | 4,104,155 | 3,721,870 | ||||||||
RETAINED EARNINGS, END OF PERIOD | $ | 4,294,362 | $ | 3,879,983 | $ | 4,294,362 | $ | 3,879,983 | ||||
PER SHARE DATA | ||||||||||||
Net income per common share | $ | 0.02 | $ | 0.01 | $ | 0.04 | $ | 0.03 | ||||
The accompanying notes are an integral part of these consolidated financial statements. |
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-2-
SECURITY LAND AND DEVELOPMENT CORPORATION AND SUBSIDIARIES |
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For the Three Month |
For the Six Month |
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Period Ended March 31, |
Period Ended March 31, |
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2014 |
2013 |
2014 |
2013 |
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(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
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OPERATING ACTIVITIES |
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Net income |
$ |
89,780 |
$ |
75,171 |
$ |
190,207 |
$ |
158,113 |
Adjustments to reconcile net income to net cash provided |
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by operating activities: |
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Depreciation and amortization |
32,938 |
32,948 |
65,875 |
65,896 |
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Deferred income tax |
1,035 |
(1,610) |
554 |
(967) |
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Changes in deferred and accrued amounts: |
(30,032) |
37,973 |
(20,383) |
28,565 |
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Net cash provided by operating activities |
93,721 |
144,482 |
236,253 |
251,607 |
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INVESTING ACTIVITIES |
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Additions to investment properties and other assets for |
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improvements to property held for lease |
(4,000) |
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(4,000) |
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Net cash used in investing activities |
(4,000) |
- |
(4,000) |
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FINANCING ACTIVITIES |
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Proceeds from note payable |
4,007 |
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4,007 |
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Repayments to stockholder |
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(30,000) |
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Proceeds from stockholder |
50,015 |
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50,015 |
30,000 |
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Principal payments on notes payable |
(144,710) |
(139,416) |
(286,860) |
(270,174) |
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Net cash used in financing activities |
(90,688) |
(139,416) |
(232,838) |
(270,174) |
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Net increase (decrease) in cash |
(967) |
5,066 |
(585) |
(18,567) |
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CASH, BEGINNING OF PERIOD |
24,981 |
25,134 |
24,599 |
48,767 |
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CASH, END OF PERIOD |
$ |
24,014 |
$ |
30,200 |
$ |
24,014 |
$ |
30,200 |
SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid for interest |
$ |
52,733 |
$ |
60,277 |
$ |
100,132 |
$ |
115,889 |
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Cash paid for income taxes |
$ |
86,835 |
$ |
15,000 |
$ |
86,835 |
$ |
40,000 |
NON-CASH FINANCING ACTIVITIES |
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Refinancing of line of credit to term note |
$ |
- |
$ |
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$ |
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$ |
301,170 |
The accompanying notes are an integral part of these consolidated financial statements. |
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-3-
SECURITY LAND AND DEVELOPMENT CORPORATION
Notes to the Consolidated Financial Statements
Note 1 Basis of Presentation
The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q, Article 8 of Regulation S-X and accounting principles generally accepted in the United States of America; therefore, they do not include all disclosures necessary for a complete presentation of financial condition, results of operations, and cash flows. Such statements are unaudited but, in the opinion of management, reflect all adjustments, which are of a normal recurring nature and necessary for a fair presentation of results for the selected interim periods. Users of financial information produced for interim periods are encouraged to refer to the footnotes contained in the audited financial statements appearing in our Form 10-K for the year ended September 30, 2013 when reviewing these interim financial statements.
The financial statements include estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of Security Land and Development Corporation and its four wholly owned subsidiaries, Royal Palms Motel, Inc., SLDC, LLC, SLDC 2, LLC and SLDC III, LLC (described on a consolidated basis as the Company). Significant intercompany transactions and accounts are eliminated in consolidation.
Estimates of Useful Lives of Investment Properties for Purposes of Depreciation
Management has estimated useful lives of investment properties, except for land, that are leased, and the Company utilizes the straight-line method to compute depreciation over the estimated useful lives of the investment properties. Actual depreciation of investment properties will vary from managements estimates, and the value of investment properties is more directly impacted by market conditions and the physical condition of the investment properties.
Evaluation of Long-Lived Assets for Impairment
The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of investment properties may not be recoverable. In evaluating recoverability, the Company generally estimates future cash flows expected to result from the use of the asset and its eventual disposition. An impairment loss is recognized when the expected future cash flows of the asset are less than the carrying amount.
Estimates of Income Tax Rates Applicable to Deferred Taxes
The Company has deferred income taxes through a series of tax-deferred like-kind exchange transactions on certain investment properties and through accelerated depreciation elections on certain other assets. Actual income taxes that may become due when taxable gains are realized on the sale of assets may differ from managements 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 Companys Form 10-K for the year ended September 30, 2013 for further information regarding its critical accounting policies.
- 4 -
Note 2 Investment Properties
Investment
properties leased or held for lease to others under operating leases consisted
of the following at
March 31, 2014 and September 30, 2013:
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March 31, |
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September 30, |
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2014 |
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2013 |
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(unaudited) |
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National Plaza building, land and improvements |
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$ |
5,142,796 |
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$ |
5,138,796 |
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Evans Ground Lease, land and improvements |
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2,382,673 |
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2,382,673 |
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Commercial land and improvements |
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3,639,598 |
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3,639,598 |
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11,165,067 |
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11,161,067 |
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Less accumulated depreciation |
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(2,281,809 |
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(2,221,077 |
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8,883,258 |
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8,939,990 |
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Residential rental property |
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145,847 |
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145,847 |
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Less accumulated depreciation |
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(32,149 |
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(30,792 |
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113,698 |
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115,055 |
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Investment properties for lease, net of accumulated depreciation |
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$ |
8,996,956 |
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$ |
9,055,045 |
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Depreciation expense totaled approximately $31,000 for the three-month periods and $62,000 for the six-month periods ended March 31, 2014 and 2013, respectively.
The National Plaza is a retail strip center located on Washington Road in Augusta Georgia. Approximately 81% of the rentable space at the National Plaza is leased to Publix Supermarkets, Inc., the National Plazas anchor tenant.
The Company entered into a long-term ground lease with a major national tenant and its developer in May 2006 on approximately 18 acres of land in Columbia County, Georgia. The agreement required monthly rental payments of $20,833 during the development period, which was completed in January 2007. Following the expiration of the development period, the lease requires annual rental payments of $500,000 for the first 5 years then increasing 5% in years 6, 11, and 16. The lessee has an option to renew at year 21 and another option every 5 years thereafter for a possible total lease term of 50 years. The lease provides for the tenant to pay for insurance and property taxes. The Company is recognizing rents on a straight-line basis over the initial lease term. In July 2013, the Company sold approximately .24 acres of the total Evans ground Lease tract for $156,000. The Company recognized a gain of approximately $108,000. The proceeds were used by the Company to pay down debt related to an outstanding note payable collateralized by the Evans Ground Lease and related land and to compensate the Evans Ground Lease tenant per the related agreement.
The Company holds several parcels of land for investment or development purposes, including 19.38 acres of land in North Augusta, South Carolina, purchased in parcels during 2007 and 2008. The Company also owns approximately 85 acres of land in south Richmond County, Georgia and a 1.1 acre parcel along Washington Road in Augusta, Georgia that adjoins the Companys National Plaza investment property. The aggregate costs of these investment properties held for investment or development was $3,639,598 at March 31, 2014 and September 30, 2013.
Refer to the Companys Form 10-K for the year ended September 30, 2013 for further information on operating lease agreements and land held for investment or development purposes.
- 5 -
Note 3 Notes Payable
Notes payable consisted of the following at:
March 31, |
September 30, |
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(unaudited) |
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A line of credit with a regional financial institution for up to $251,934 procured in March 2008 with a floating interest rate based on prime and originally payable in full in April 2009. In April 2009 the Company refinanced the $243,019 line of credit with a regional financial institution. The Company entered into an agreement with the same regional financial institution to borrow the outstanding balance of $243,019, bearing interest based on the greater of prime or 6% with interest payments due monthly, maturing in April 2010. In January 2010 the Company renewed this line of credit and increased the open balance to $300,250. This agreement originally matured in February 2011. In December 2010, the Company renewed the line of credit to December 5, 2011, at the greater of prime plus 1% or 6%. In December 2011, the Company renewed the line of credit to December 12, 2012, at the greater of prime plus 1% or 6%. In November of 2012, the Company converted the line of credit to a fixed rate loan due December 2017. The new term loan accrues interest at a 5.5% annually with monthly installments of $3,287. The current balance relates to the purchase of the 1 acre adjoining the North Augusta, South Carolina property in May 2008 and is collateralized by the residential property on Stanley Drive in Augusta, Georgia. |
$ |
272,532 |
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$ |
284,531 |
A note payable to an insurance company, secured with a mortgage interest in National Plaza and an assignment of rents. The note is payable in monthly installments of $35,633, including interest, through June 2015, and bears interest at a fixed rate of 7.875%. |
507,449 |
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696,892 |
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A note payable to a regional financial institution collateralized with 17.54 acres of land in North Augusta, South Carolina. The note is payable in monthly installments of $7,563, including principal and interest, through July 2018, and bears interest at a fixed rate of 5%. |
356,530 |
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392,945 |
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A note payable to an insurance company collateralized with approximately 18 acres of land in Columbia County, Georgia, and an assignment of the long-term ground lease. The note is payable in monthly installments of $17,896, including interest, through May 1, 2027, and bears interest at a fixed rate of 5.85%. |
1,968,434 |
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2,017,437 |
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A construction loan to a regional financial institution collateralized with 17.54 acres of land in North Augusta, South Carolina. The loan was procured to finance tenant improvements for the lease of in-line space at National Plaza executed on January 17, 2014. Subsequent to March 31, 2014 construction of the tenant improvements was completed and with total principal borrowed of $186,000. Once all related construction payments have been made the loan will convert to a note payable with monthly installments of $3,727 including interest over a 60 month term with fixed interest of 4.5%. The related lease agreement calls for monthly payments of this amount to be paid to the Company in addition to monthly minimum rental payments. The tenant opened for business on April 16, 2014. |
4,007 |
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- |
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An unsecured and uncollateralized note payable to a stockholder, who is also a member of the Flanagin Family, to meet the cash flow needs of the Company. The note matures in July of 2015 and accrues interest at 5%. |
50,015 |
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- |
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3,158,967 |
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3,391,805 |
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Less current maturities |
(605,470) |
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(584,491) |
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$ |
2,553,497 |
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$ |
2,807,314 |
-6-
Management of the Company expects future liquidity needs of the Company to be funded from rent revenues, refinancing and the appreciation in investment properties (which can be sold or mortgaged, if necessary). Additionally, funding can be obtained from members of the Companys Board of Directors.
Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $605,470. The Company projects that it will be able to fund the payment of its current maturities of notes payable through cash flows generated from its operations and cash on hand, but there can be no assurance that this will occur.
If the Company is unsuccessful in their efforts described above, the Company intends to seek additional financing or sell certain of its assets.
Note 4 Income Taxes
The Company has a total outstanding income tax payable in the amount of $122,209 at March 31, 2014. Of this amount, $115,828 is related to the fiscal year 2014 tax liability and $6,381 is related to 2013 tax expense. At September 30, 2013 the Company had a total of $183,236 in income tax payable.
Note 5 Concentrations
Substantially all of the Companys assets consist of real estate located in Richmond and Columbia Counties in the state of Georgia and in North Augusta, South Carolina. Approximately 99% of the Companys revenues are earned from two of the Companys investment properties, National Plaza and the Evans Ground Lease, which comprise approximately 52% and 47% of the Companys revenues, respectively. The anchor tenant for National Plaza, Publix Supermarkets, Inc. (Publix), a regional food supermarket chain, leases approximately 81% of the space at National Plaza. The Company generates approximately 37% of its revenues though its lease with Publix.
Note 6 Related Party Transactions
The Company hired an attorney who sits on the Companys Board of Directors and who also serves a Vice President of the Company, to represent the Company in a legal matter regarding a tenants claim for reimbursement of certain expenses charged. It is the opinion of the Companys management that the Company is not liable for this claim.
During the second quarter of fiscal 2014, the Company borrowed $50,015 from a stockholder, who is also a member of the Flanagin family, to meet cash flow needs. The amount matures in July 2015 and accrues interest at a rate of 5%.
- 7 -
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations:
The Companys results of operations for the six months ended March 31, 2014, and a comparative analysis of the same period for 2013 are presented below:
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Increase (Decrease) |
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2014 compared to 2013 |
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2014 |
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2013 |
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Amount |
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Percent |
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Rent revenue |
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$ |
734,000 |
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$ |
722,053 |
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$ |
11,947 |
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2 |
% |
Operating expenses |
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332,042 |
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344,160 |
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(12,118) |
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-4 |
% |
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Interest expense |
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95,369 |
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123,651 |
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(28,282) |
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-23 |
% |
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Income tax expense |
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116,382 |
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96,129 |
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20,253 |
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21 |
% |
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Net income |
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190,207 |
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158,113 |
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(32,094) |
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20 |
% |
Rent revenue consists primarily of rent revenue from the Companys National Plaza, a strip center on Washington Road in Augusta, Georgia, and the Evans Ground Lease in Evans, Georgia. The Company also earned rent revenue from a ground lease with an auto-repair service operation on an out parcel of National Plaza.
Refer to the Companys Form 10-K for the year ended September 30, 2013 for further information regarding the properties owned and their lease terms.
Total operating expenses for the six months ended March 31, 2014 decreased slightly compared to the same period for 2013 due primarily to decreased professional fees. Professional fees decreased due to decreased legal fees compared to the prior year related to an ongoing dispute over a tenants claim for reimbursement of certain expenses charged. This dispute is unresolved as of March 31, 2014. It is the opinion of the Companys management that the Company does not owe any reimbursement. Management expects operating expenses for the remainder of the current fiscal year to be comparable to the current operating period.
Interest expense for the six month period ended March 31, 2014 decreased compared to 2013 due to the decrease in debt resulting from scheduled principle payments. Management expects interest expense for the remainder of the current fiscal year to increase compared with the first six months due to new notes payable.
Income tax expense for the six month period ended March 31, 2014 increased compared to the same period for 2013 due mainly to lower interest and operating expenses as noted above. Management expects income tax expense for the remainder of the current fiscal year to be comparable to the current operating period.
- 8 -
Liquidity and Sources of Capital:
The Companys ratio of current assets to current liabilities at March 31, 2014 was 43%. The ratio was 48% at September 30, 2013.
Management of the Company expects future liquidity needs of the Company to be funded from rent revenues, refinancing and the appreciation in investment properties (which can be sold or mortgaged, if necessary). Additionally, funding can be obtained from members of the Board of Directors.
Current maturities of notes payable will require the Company to make payments over the next 12 months totaling $605,470. The Company projects that it will be able to fund the payment of its current maturities of notes payable through cash flows generated from its operations and cash on hand, but there can be no assurance that this will occur.
If the Company is unsuccessful in their efforts described above, the Company intends to seek additional financing, sell certain of its fully owned and un-collateralized assets or borrow money from certain stockholders.
Cautionary Note Regarding Forward-Looking Statements:
The results of operations for the six-month period ended March 31, 2014 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 Companys filings with the Securities and Exchange Commission (the Commission) and its reports to stockholders. Such forward-looking statements are made based on managements 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 Companys actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, but not limited to, competition from other real estate companies, the ability of the Company to obtain financing for projects, and the continuing operations of tenants.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
Not applicable to smaller reporting companies
Item 4. Controls and Procedures
(a) Within the 90 days prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer, of the effectiveness of the design and operation of the Companys 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 Companys Chief Executive Officer concluded that the Companys disclosure controls and procedures were ineffective.
(b) There were no significant changes in the Companys internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date the Chief Executive Officer carried out the evaluation.
As of September 30, 2013, the Companys management evaluated the effectiveness of its internal control. Based on the evaluation, the Companys management concluded that the Companys internal control over financial reporting was ineffective as of September 30, 2013 and identified a material weakness related to the lack of segregation of duties, accounting personnel with the requisite knowledge of GAAP and the lack of written policies and procedures over financial reporting.
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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 Companys financial condition, results of operations and cash flows for the periods presented.
There has been no change in the Companys internal control over financial reporting that occurred during the Companys most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
Item 1. Legal Proceedings
During 2011, the Company was notified by a tenant of a claim for reimbursement of certain expenses charged. It is the opinion of the Company's management that the Company is not liable for this claim. The Company has accrued approximately $100,000 for professional fees and other expenses to defend its position.
Item 1A. Risk Factors
The Company, as a smaller reporting company, is not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Reserved for Future Use
Item 5. Other Information
Management of the Company notes that no Forms 8-K were filed during the period and Management is not aware of any un-reported matters occurring during the period that would require disclosure in a Form 8-K.
Item 6. Exhibits
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Exhibit No. |
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Description |
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31.1 |
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Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002 |
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32.1 |
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Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002 |
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101 | The following financial information from Security Land and Development Corporations Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 is formatted in Extensible Business Reporting Language (XBRL): (i) The Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Retained Earnings, (iii) the condensed Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements. | |||
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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)
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By: |
/s/ T. Greenlee Flanagin |
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May 12, 2014 |
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T. Greenlee Flanagin |
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President |
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Chief Executive Officer and Chief Financial Officer |
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EXHIBIT 31.1
CERTIFICATIONS
I, T. Greenlee Flanagin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Security Land and Development Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors.
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information.
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: May 12, 2014
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/s/ T. Greenlee Flanagin |
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T. Greenlee Flanagin |
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President and Chief Executive Officer and
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Security Land and Development Corporation (the Company) on Form 10-Q for the quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned, T. Greenlee Flanagin, President and Chief Executive Officer of the Company, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
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(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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By: |
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/s/ T. Greenlee Flanagin |
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T. Greenlee Flanagin |
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President |
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Chief Executive Officer and Chief |
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Financial Officer |
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May 12, 2014 |
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A signed original of this written statement required by Section 906 has been provided to Security Land and Development Corporation and will be retained by Security Land and Development Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
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Income Taxes
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6 Months Ended |
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Mar. 31, 2014
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Income Taxes | |
Income Taxes | Note 4 Income Taxes
The Company has a total outstanding income tax payable in the amount of $122,209 at March 31, 2014. Of this amount, $115,828 is related to the fiscal year 2014 tax liability and $6,381 is related to 2013 tax expense. At September 30, 2013 the Company had a total of $183,236 in income tax payable. |