10QSB 1 d10qsb.htm FORM 10-QSB Form 10-QSB
Table of Contents

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-QSB

 

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

 

For the quarterly period ended June 30, 2003

 

  ¨   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 small business issuer as specified in its charter)

 

Georgia   58-1088232
(State or other Jurisdiction of   (I.R.S. Employer Identification Number)
Incorporation or Organization)    

 

2816 Washington Road, #103, Augusta, Georgia 30909

(Address of Principal Executive Offices)

 

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  ¨

 

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

 

Class


 

Outstanding at July 31, 2003


Common Stock, $.10 Par Value

  5,247,107 shares

 

Transitional Small Business Disclosure Format:     YES    ¨      NO  x

 


 


Table of Contents

SECURITY LAND AND DEVELOPMENT CORPORATION

AND SUBSIDIARY

Form 10-QSB

 

Index

 

Part I

   FINANCIAL INFORMATION     

Item 1.

   Financial Statements     
     Condensed Consolidated Balance Sheet as of June 30, 2003    1
     Condensed Consolidated Statements of Income for the Nine Months
Ended June 30, 2002 and 2003, and the Three Months Ended June 30, 2002 and 2003
   2
     Condensed Consolidated Statements of Cash Flows for the Nine
Months Ended June 30, 2002 and 2003
   3
     Notes to Condensed Consolidated Financial Statements    4-5

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    5-6

Item 3.

   Controls and Procedures    7

Part II

   OTHER INFORMATION     

Item 6.

   Exhibits and Reports on Form 8-K    7
     SIGNATURES    8

 


Table of Contents

Part I. Financial Information

 

SECURITY LAND AND DEVELOPMENT CORPORATION

AND SUBSIDIARY

Condensed Consolidated Balance Sheet

(Unaudited)

 

June 30, 2003

 

ASSETS

 

Current assets

      

Cash

   $ 91,215
    

Total current assets

     91,215
    

Investments and other assets

      

Land and improvements, at cost

     2,186,478

Property leased to others under operating leases, less accumulated depreciation $1,019,943

     4,586,061

Other assets

     5,635

Deferred charge

     22,500
    

       6,800,674
    

     $ 6,891,889
    

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities

      

Accounts payable and accrued expenses

   $ 122,037

Current portion of long-term debt

     334,653

Accrued interest

     24,290
    

Total current liabilities

     480,980
    

Long-term debt, less current maturities

     3,240,615
    

Deferred taxes

     265,388
    

Deferred income

     293,754
    

Stockholders’ equity

      

Common stock, at par value

     623,761

Paid-in capital

     333,766

Retained earnings

     1,753,625
    

       2,711,152

Less subscribed shares

     100,000
    

       2,611,152
    

     $ 6,891,889
    

 

See notes to condensed consolidated financial statements.

 

 

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SECURITY LAND AND DEVELOPMENT CORPORATION

AND SUBSIDIARY

 

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)

 

    

Three

Months
Ended

June 30,
2003


   

Nine

Months
Ended

June 30,
2003


   

Three

Months
Ended

June 30,
2002


   

Nine

Months
Ended

June 30,
2002


 

Revenues, rent earned

   $ 183,748     $ 560,495     $ 179,545     $ 542,726  
    


 


 


 


Operating expenses:

                                

Payroll and related costs

     15,988       51,670       15,514       44,944  

Depreciation

     36,194       108,582       36,563       105,022  

Property taxes

     23,999       75,600       17,839       57,061  

Repairs and maintenance

     12,216       38,212       6,662       18,530  

Professional services

     2,660       17,240       2,017       13,723  

Insurance

     1,910       5,510       3,116       9,279  

Other

     7,645       25,618       8,924       23,885  
    


 


 


 


       100,612       322,432       90,635       272,444  
    


 


 


 


Operating income

     83,136       238,063       88,910       270,282  
    


 


 


 


Nonoperating income and (expense):

                                

Interest income

     199       578       433       1,384  

Interest expense

     (69,381 )     (210,885 )     (71,450 )     (216,729 )
    


 


 


 


       (69,182 )     (210,307 )     (71,017 )     (215,345 )
    


 


 


 


Income before income taxes

     13,954       27,756       17,893       54,937  

Applicable income taxes

     3,859       7,675       3,653       10,210  
    


 


 


 


Net income

   $ 10,095     $ 20,081     $ 14,240     $ 44,727  
    


 


 


 


Income per common share

   $ .00     $ .00     $ .00     $ .01  
    


 


 


 


See notes to condensed consolidated financial statements.

 

 

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SECURITY LAND AND DEVELOPMENT CORPORATION

AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended June 30, 2003 and 2002

(Unaudited)

 

     2003

    2002

 

Cash flows from operating activities

                

Cash received from leases

   $ 594,690     $ 570,738  

Interest received

     578       1,384  

Cash paid to suppliers and employees

     (258,512 )     (194,007 )

Interest paid

     (210,885 )     (216,729 )
    


 


                  

Net cash provided by operating activities

     125,871       161,386  
    


 


Cash flows from financing activities

                

Principal payments on debt

     (151,041 )     (133,224 )
    


 


Net cash used in financing activities

     (151,041 )     (133,224 )
    


 


Net increase (decrease) in cash

     (25,170 )     28,162  

Cash at beginning of period

     116,385       98,465  
    


 


Cash at end of period

   $ 91,215     $ 126,627  
    


 


Reconciliation of net income to net cash provided by operating activities:

                

Net income

   $ 20,081     $ 44,727  

Deferred income taxes

     7,675       9,210  

Depreciation

     108,582       105,042  

Net change in assets and liabilities

     (10,467 )     2,407  
    


 


Net cash provided by operating Activities

   $ 125,871     $ 161,386  
    


 


 

See notes to condensed consolidated financial statements.

 

 

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SECURITY LAND AND DEVELOPMENT CORPORATION

AND SUBSIDIARY

 

Item 1. Notes to Condensed Consolidated Financial Statements

 

Note 1—Summary of significant accounting policies

 

The accompanying financial statements are presented in accordance with the requirements of Form 10-QSB and consequently do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America or those normally made in the Company’s annual Form 10-KSB filing. Accordingly, the reader of this Form 10-QSB may wish to refer to the Company’s Form 10-KSB for the year ended September 30, 2002 for further information.

 

The financial information has been prepared in accordance with the Company’s customary accounting practices and has not been audited. In the opinion of management, the information presented reflects all adjustments necessary for a fair statement of interim results. All such adjustments are of a normal and recurring nature.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

The determination of the useful lives and the appropriate method of recognizing depreciation on investment property for leasing is based on the Company’s evaluation of the property and the Company’s estimates of the utilization of each property. Management of the Company utilizes available information to make this determination. In addition, management evaluates investment property for leasing for indications of impairment.

 

Note 2—Investment in leases and property under operating leases

 

Property leased or held for lease to others under operating leases consists of the following at June 30, 2003:

 

Land

   $ 397,673

Warehouse and buildings

     5,208,331
    

       5,606,004

Less accumulated depreciation

     1,019,943
    

     $ 4,586,061
    

 

Refer to the Company’s Form 10-KSB for the year ended September 30, 2002 for further information on operating lease agreements and terms.

 

 

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Note 3—Long-term debt

 

Long-term debt consisted of the following at June 30, 2003:

 

7.875% note payable to an insurance company due in monthly payments of $35,633, including interest, through June 2015, collateralized by real estate and assignment of lease payments from the property.

   $ 3,312,682

Prime +.25% note payable to financial institution due in monthly payments of $3,250, including interest, through November 2003, with a balloon payment of approximately $144,000 due at that time, interest adjusted based on changes in the prime rate, collateralized by real estate.

     151,386

Prime rate note payable to financial institution due in monthly payments of $1,330, including interest, through June 2005, with a balloon payment of approximately $90,000 due at that time, interest adjusted based on changes in the prime rate, collateralized by real estate.

     111,200
    

       3,575,268

Less current maturities

     334,653
    

     $ 3,240,615
    

 

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

 

The Company’s results of operations for the nine-month period ended June 30, 2003, and a comparative analysis of the same period for 2002 are presented below:

 

              

Increase (Decrease) 2003

Compared to 2002


 
     2003

   2002

   Amount

    Percent

 

Leasing revenue

   $ 560,495    $ 542,726    $ 17,769     3.27 %

Operating expenses

     322,432      272,444      49,988     18.35 %

Interest expense

     210,885      216,729      (5,844 )   (2.70 %)

 

Revenue from leasing consists primarily of revenue from the Company’s strip center on Washington Road in Augusta, Georgia and from the office building on old Evans Road in Evans, Georgia. Revenue from leasing increased slightly between 2002 and 2003 due to the additional rental property purchased in June 2002 and increased common area maintenance fees.

 

On an annualized basis, current revenue from leasing remains constant from leasing revenue for the Company’s fiscal year ended September 30, 2002.

 

 

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

 

Refer to the Company’s Form 10-KSB for the year ended September 30, 2002 for further information regarding the properties owned and lease terms.

 

Operating expenses for the nine months ended June 30, 2003 have increased as compared to the nine months ended June 30, 2002. The increase is primarily due to increases in depreciation, property taxes, and repairs and maintenance. The increase in depreciation expense is a result of additional depreciable leasing property acquired by the Company. The increase in property taxes is a result of an increase in the assessments by the taxing authorities. The increase in repairs and maintenance is a result of additional repair costs incurred related to the strip center. Management of the Company expects operating expenses for the remainder of the current fiscal year to be comparable to the present three-month period.

 

Interest expense for the current period is comparable to 2002 and, on an annualized basis, is comparable to the Company’s interest expense for the fiscal year ended September 30, 2002.

 

The Company’s ratio of current assets to current liabilities at June 30, 2003 was .19. The ratio was .39 at June 30, 2002. This decrease is due to a maturity date for balloon payment on a loan falling within the next 12 months, thus increasing current liabilities.

 

During the current quarter the Company satisfied liquidity needs through operating revenues. Management of the Company continues to expect future liquidity needs to be met from operating revenues of the Company.

 

The Company does not expect any significant change in the number of employees.

 

Cautionary Note Regarding Forward-Looking Statements:

 

The Company may, from time to time, make written or oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission (the “Commission”) and its reports to stockholders. Such forward-looking statements are made based on management’s belief as well as assumptions made by, and information currently available to, management pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, but not limited to, competition from other real estate companies, the ability of the Company to obtain financing for projects, and the continuing operations of tenants.

 

 

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Item 3. Controls and Procedures

 

Within the 90 days prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Company’s Chief Executive Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s SEC filings. Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Chief Executive Officer carried out the evaluation.

 

Part II—Other Information

 

Item 6. Exhibits and Reports on Form 8-K

 

(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

(b)

  No reports on Form 8-K were filed during the three months ended June 30, 2003.

 

 

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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


         

August 11, 2003


   

T. Greenlee Flanagin

President

Chief Executive Officer

                  Date

 

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