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EX-32 - SECURITY LAND & DEVELOPMENT CORPex32.htm
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EX-11 - SECURITY LAND & DEVELOPMENT CORPex11.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2015

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

   
For the transition period from  to 

 

Commission File Number 0-7865

SECURITY LAND AND DEVELOPMENT CORPORATION
(A GEORGIA CORPORATION)
INTERNAL REVENUE SERVICE
EMPLOYER IDENTIFICATION NUMBER 58-1088232
2816 WASHINGTON ROAD, #103, AUGUSTA, GA 30909
TELEPHONE NUMBER 706-736-6334

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to section 12(g) of the Act:

Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES [ ] NO [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES [ ] NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 [ ]

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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

 

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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. (Check one):

Large accelerated filer []

Accelerated filer [] Non-accelerated filer [] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] NO [X]

The registrant’s total revenues for the fiscal year ended September 30, 2015 were $ 1,491,102.

As of the close of the period covered by this report, registrant had outstanding 5,243,107 shares of common stock. There is no established market for the common stock of the registrant. Therefore, the aggregate market value of the voting stock held by non-affiliates of the registrant is not known.

DOCUMENTS INCORPORATED BY REFERENCE

NONE

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.

PART I

Item 1. Business.

Security Land and Development Corporation (the “Company”) was organized and incorporated in Georgia in 1970. The Company, including its wholly owned subsidiaries, the Royal Palms Motel, Inc., SLDC, LLC, SLDC2, LLC and SLDC III, LLC has developed two (2) primary business activities, these activities being (1) the acquisition of undeveloped land for investment purposes and sale at a future date or development of the land and sale after developed and, (2) the acquisition or development of income producing properties for investment purposes and income from leasing activities. The Company’s principal office is in Augusta, Georgia and principal activities are in Augusta, Georgia, Evans, Georgia, and North Augusta, South Carolina.

The Company’s primary development and income producing activities are:

1.      Retail strip center on 14.24 acres on Washington Road in Augusta, Georgia (the “National Plaza”). Approximately 56,000 square feet is being leased to Publix Supermarkets, Inc. (“Publix”) who operates a retail food supermarket. The remaining approximately 13,000 square feet of rental space is available for lease to additional tenants. At September 30, 2015, approximately 9,100 square feet of this remaining space was leased.
   
2.      An outparcel of National Plaza that is 0.89 acres and is leased commercially under a 20-year ground-lease to an auto-repair service operation.
   
3.      Long-term ground lease ("Evans Ground Lease") on approximately 17 acres in Evans, Georgia at the intersection of Washington Road and Industrial Park Drive to Lowe's, a national home improvement retailer.
   
4.      Commercial building on Wrightsboro Road in Augusta, Georgia. Approximately 25,000 square feet is currently leased to a retailer with an anticipated rental period commencing on October 1, 2015. The building includes an additional 27,000 square feet of warehouse space that is for lease as of September 30, 2015.

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The Company owns certain other properties that are more fully described in Item 2, “Properties.”

In January of 2007 construction of the Evans Ground Lease was completed and the Company began collecting full monthly rent. The Evans Ground Lease represents approximately 34% of the Company’s net leased assets at September 30, 2015. Rent revenue, including monthly rent, recognition of previously deferred revenue and property taxes from the Evans Ground Lease represented 45% of the Company’s total gross rent revenue for both of the years ended September 30, 2015 and 2014. The Company also expects the long-term ground lease in Evans, Georgia to provide a substantial portion of the Company’s revenue from leasing in future years.

Construction of the National Plaza was completed in May 1995 and the lease with Publix became effective May 15, 1995. The National Plaza represents approximately 39% of the Company’s net leased assets at September 30, 2015. Rent revenue, including monthly rent, recognition of previously deferred revenue, property taxes and common area maintenance from the lease with Publix Supermarkets, Inc. represented 40% and 39% of the Company’s total gross rent revenue for the years ended September 30, 2015 and 2014, respectively. Management of the Company expects this lease to continue to provide a substantial portion of the Company’s revenue from leasing. See Item 2, “Properties” for additional information related to these properties and the lease agreements.

In September of 2015 the Company purchased a Commercial building on 3.5 acres of land located on Wrightsboro Road in Augusta, Georgia. The building is currently partially leased to a local retailer. The Wrightsboro Road property represents approximately 27% of the Company’s net leased assets at September 30, 2015. No rents related to this lease were due or have been collected as of September 30, 2015 as the tenant’s rent commencement on October 1, 2015. The Company expects the Wrightsboro Road retail lease in Augusta, Georgia to provide a substantial portion of the Company’s revenue from leasing in future years.

The Company owns additional undeveloped land parcels in and around the Augusta, Georgia and North Augusta, South Carolina area that are being held for investment purposes. Management of the Company believes that the market value of the property owned is greater than its carrying value. The Company presently has four employees, all of whom are officers and/or stockholders of the Company.

Item 1A. Risk Factors.

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

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company owns developed and undeveloped real estate in several locations in the State of Georgia and one undeveloped parcel in North Augusta, South Carolina. There are no limitations on the percentage of assets which may be invested in any one property or type of property. The Company acquires various properties for investment purposes and for leasing activities.

The Company currently owns the following properties in fee simple interest:

1.      Retail strip center on approximately 14.24 acres on Washington Road in Augusta, Georgia (the “National Plaza”).
   
2.      An outparcel of the National Plaza of 0.89 acres that is frontage property to Washington Road in Augusta, Georgia.
   
3.      Approximately 17 acres of developed land in Evans, Georgia at the intersection of Washington Road and Industrial Park Drive.
   
4.      84.4 undeveloped acres in south Richmond County, Georgia.
   
5.      A 0.85 acre lot on Lumpkin Road in Augusta, Georgia.

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6.      Approximately 1.1 acres of undeveloped land held for investment purposes on Washington Road in Augusta, Georgia.
   
7.      Approximately 19.38 acres of undeveloped land held for future development on Edgefield Road near I-20 in North Augusta, South Carolina.
   
8.      Commercial Building on approximately 3.5 acres on Wrightsboro Road in Augusta, Georgia.

Description of real estate and operating data:

The Company holds approximately 12.54 acres of land in Evans, Georgia on Belair Road and North Belair Road Extension, at Washington Road. The land was purchased in five transactions. Initially, the Company acquired a two-thirds interest in 7.09 acres of land, with the remaining one-third interest held by two individuals, one of which is a principal stockholder and member of the Board of Directors. In 2000, the remaining one-third interest in the 7.09 acres of land was acquired from two individuals that each owned a one-sixth interest. One of the individuals that owned a one-sixth interest in the property is a principal stockholder and member of the Board of Directors of the Company. The aggregate purchase price of the land was $522,846. A third transaction, in 2000, was a purchase of approximately 3.86 acres in Evans, Georgia adjacent to the purchased property previously described. The land was jointly owned by principal stockholders and members of the Board of Directors of the Company and their families, and was acquired by the Company from these individuals. The purchase price of the land was $371,970. In a fourth transaction, the Company purchased an additional 1.03 acres for $342,122 on Old Evans Road in Evans, Georgia that adjoins the above described properties. And in the fifth and final transaction in 2004, the Company acquired a corner parcel of 0.79 acres adjoining the previously described three parcels from a member of the Board of Directors. The cost of the parcel acquired in 2004, was $467,874. The Company's net book value of the investment properties acquired in these five transactions of $1,679,612, including the cost of improvements thereon, is approximately 14% of the Company’s total assets at September 30, 2015. The Company has a Federal tax basis in the investment property of $1,044,109. The Company signed a long-term ground lease for the development of a Lowe’s home improvement store on this property as well as the 4.61 acres, discussed below, during 2006. The Company began earning revenue related to the long-term ground lease on the approximately 18 acres in Columbia County, Georgia during the 3rd Quarter of 2006. The Company received $20,833 in monthly rent until the January 2007 expiration of the development period. 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 lease 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. A note payable to an insurance company is collateralized with the property 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 of a fixed rate of 5.85%. The balance of the loan was $1,812,690 at September 30, 2015. Property taxes paid on this property and the 4.61 acres described above in 2015 totaled $125,200.

In 2001, the Company purchased an office building with land totaling approximately 4.61 acres located on Old Evans Road in Evans, Georgia. The property was purchased with replacement property funds held by a third party from a tax-deferred like-kind exchange transaction during 2000 of $511,726 and with approximately $250,000 of proceeds from a note payable. The office building was demolished during 2006. The Company's net book value in this property is $703,061 at September 30, 2015. For tax purposes, the Company recognized a loss of $236,859 on the demolition of the building in 2006. The Company's Federal tax basis in the property is approximately $173,198 at September 30, 2015. There is no outstanding debt on this property at September 30, 2015. Prior to the demolition, the property, excluding land cost, was being depreciated for financial reporting purposes using the straight-line method over 39 years. The property adjoins the 12.77 acres of land in Evans, Georgia. In July 2009, the Company sold an easement consisting of approximately .52 acres of the total Evans Ground Lease tract for $300,000. The Company recognized a gain of approximately $195,000. 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 lease agreement. The Company’s management does not feel that the easement sale had any adverse impact on the existing lease or the Company’s ability to lease the land going forward. 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 lease agreement.

The Company's net book value of National Plaza, $2,786,627 at September 30, 2015, amounts to approximately 24% of the Company’s total assets at September 30, 2015.

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Construction of the National Plaza was completed in May 1995. National Plaza has 69,000 square feet of available lease space. National Plaza was constructed with the intention of being operated as a retail strip center and is considered suitable and adequate for such purpose. The Company has leased 56,000 square feet to Publix, which, as National Plaza’s anchor tenant, operates a retail food supermarket. The Company, as lessor, has a twenty-year lease agreement with Publix. The lease became effective May 15, 1995. The lease provides for annual rentals of $463,200, and for the Company to receive 1.25% of this Publix store’s annual gross sales in excess of approximately $37 million. For the Company’s years ended September 30, 2015 and 2014, the supermarket had not achieved this sales level. The lease also provides for Publix to reimburse the Company for property taxes paid on the facility on a pro rata basis of the space occupied by Publix. For 2015, the amount billed was $57,500. The original lease term expired in June of 2015 and the tenant exercised an option for an additional 5 years. At the lessee’s option the lease may be extended in five-year increments for an additional 15 years on substantially the same lease terms. As part of the lease agreement, Publix contributed approximately $493,000 to the construction of National Plaza. The Company capitalized this contribution and recognized the related revenue over the original twenty-year life of the lease.

The Company financed National Plaza with a $4,300,000 loan, with interest that is fixed at 7.875%. Annual principal and interest payments total $427,596. This note was paid in full in March 2015. As of September 30, 2015, the Company has no outstanding debt on this property, however, it is being used as collateral for some of the Company’s financing as described in the Notes to Consolidated Financial Statements, Note 3- Notes Payable. The property is located on Washington Road in Augusta, Georgia. Washington Road in Augusta is the location of numerous business establishments, including competing retail strip centers, and is a corridor for a high volume of traffic, providing potential customers for the Company’s tenants. The Company’s operation of National Plaza is dependent upon management’s ability to maintain an anchor tenant and to maintain a high occupancy of the 13,000 square feet available for lease to other tenants. The Company competes with other retail strip centers in the area to maintain stable occupancy. Management of the Company believes that the location and visibility of National Plaza provides for favorable conditions for maintaining occupancy. At September 30, 2015, the Company had leased 70% of the 13,000 square feet not leased to Publix. These individual leases have terms ranging from month-to-month to five years, with monthly lease payments including contributions for common area maintenance (“CAM”), real estate taxes and insurance ranging from $1,408 to $6,761. Following is selected statistical information regarding National Plaza at September 30, 2015:

Occupancy rate – 94% 

(Publix is the only tenant to occupy 10% or more of the leasable square feet.)

 
Effective rental rates –         
  Square Feet    Rental Per 
  Leased    Square Foot 
 
Publix Supermarkets, Inc.  56,000      $8.25 
Other tenants  9,100      16.96 

 

The principal business of the other tenants occupying space as of September 30, 2015 includes a restaurant, a stock brokerage office, a nail salon, a ticket broker, a hearing-aid retailer and the county tag office.

A schedule of lease expirations at National Plaza for each of the next five years, beginning with the Company’s year-end September 30, 2016 is presented below (does not include potential extensions, except for those signed subsequent to year-end, or ground leases on outparcels).

    Total area in      Percentage of  
  Number of  square feet    Annual rental  gross annual  
Year ending  tenants whose  covered by    represented by  rental represented  
September 30,  leases will expire  expiring leases    expiring leases  by expiring leases  
 
2016  -  -    -  -  
2017  -  -    -  -  
2018  1  1,300  $  16,800  1.1 % 
2019  2  3,900  $  46,800  3.1 % 
2020  3  58,600  $ 

497,400 

33.4 % 

 

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The percentage of gross annual rents represented by expiring leases as presented above was calculated as if each lease was in effect for the full twelve-month fiscal period.

The Company's Federal tax basis in National Plaza at September 30, 2015, excluding land and before accumulated depreciation is $4,526,074. Federal tax basis accumulated depreciation is $2,657,546. Property taxes on National Plaza totaled $90,100 in 2015. In June of 2015 the Company sold approximately 1 acre of vacant land previously included as part of National Plaza adjoining Stanley Drive. The proceeds were utilized as part of a like-kind-exchange to purchase the commercial building on Wrightsboro Road described below.

During 2002, the Company purchased a house on Stanley Drive in Augusta, Georgia. The property was purchased for $145,847. The property was sold in June of 2015 and the proceeds were utilized as part of a like-kind-exchange to purchase the commercial building on Wrightsboro Road described below.

During 2007, the Company purchased approximately 14.57 acres of undeveloped land for $2,339,678 held for future development on Edgefield Road near I-20 in North Augusta, South Carolina. At September 30, 2015 there is no outstanding debt on the property. During 2008, the Company purchased an additional 1 acre of undeveloped land for $160,000 for future development adjoining the 14.57 acres. At September 30, 2015 there is no outstanding debt on this additional 1 acre. During 2008, the Company purchased an additional 1 acre of undeveloped land for $350,000 held for future development adjoining the 14.57 acres. During 2008, the Company purchased an additional 2.81 acres of undeveloped land for $421,500 held for future development adjoining the 14.57 acres. In total, the undeveloped land held for future development on Edgefield Road near I-20 in North Augusta, South Carolina is 19.38 acres. As of September 30, 2015, the Company has no outstanding debt on this property.

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 warehouse space was available for lease as of September 30, 2015. The property was purchased using proceeds from a like-kind exchange from sales in June of 2015 of approximately 1 acre of undeveloped land previously included as part of National Plaza adjoining Stanley drive and a residential house located on Stanley Drive.

No other property owned by the Company at September 30, 2015, had a book value amounting to 10% or more of the total assets of the Company.

All of the properties owned by the Company are owned in fee simple interest.

In the opinion of management of the Company, all of the properties owned by the Company are adequately covered by insurance.

Item 3. Legal Proceedings.

In 2011 the Company was notified by a tenant of a claim for reimbursement of certain expenses charged. This claim has been resolved and the tenant has paid the disputed balance due in full as of September 30, 2015 and there is no further liability anticipated.

Item 4. Removed and Reserved.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

There is no public trading market for the Company’s securities. The approximate number of holders of the Company’s common stock is 750.

No dividends have been declared or paid during the two years ended September 30, 2015 and 2014. The Company has no restrictions that currently, or that may reasonably be expected to, limit materially the amount of dividends paid.

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Item 6. Selected Financial Data.

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Company’s primary business activities are the acquisition, development and leasing of developed and undeveloped real estate. The objectives of the Company are capital appreciation from real estate investments and income from leasing.

The Company believes that the market value of much of the real estate owned by the Company is greater than its original cost. The Company believes that the continued development and decreasing supply of vacant land in the Augusta, Georgia area has resulted in substantial appreciation in value in many of the Company’s investment properties. These appreciated investment properties are available as a source of capital to the Company.

Critical Accounting Policies:

Estimates of Useful Lives of Investment Properties for Purposes of Depreciation

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

Evaluation of Long-Lived Assets for Impairment

Company management 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, Company management 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

Company management 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. Company management has estimated deferred income tax liabilities of $1,413,187 at September 30, 2015. Actual income taxes that may become due when taxable gains are realized on the sale of assets may differ from management’s estimates as a result of changes in tax laws, the tax status of the Company, or the actual taxable earnings of the Company in the periods the deferred income taxes become due.

     

Results of Operations: 

                       
             

Increase (Decrease)

             

2015 compared to

              2014
  2015    2014    Amount     Percent
 
 
Rent revenue  $ 1,491,102    $  1,481,648    $ 9,454     1 % 
Operating expenses    933,057      745,709      187,348     25 % 
Interest expense    170,716      199,847      (29,131 )    -15 % 
Gain on sale of land    1,862,235      -      1,862,235     -  
Other income    162,009      -      162,009     -  
Net income    1,492,139      329,818      1,162,321     352 % 

 

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Rent revenues from leasing activities is provided by the following properties:

  2015     

2014 

   

2013 

 
National Plaza  $  761,245    $  742,211    $ 

703,725 

Outparcel at National Plaza    62,400      62,400      61,713 
Evans Ground Lease    663,957      671,037      658,557 
Other    3,500      6,000      6,000 
 
  $  1,491,102    $  1,481,648    $  1,429,995 

 

Years Ended September 30, 2015 and 2014

National Plaza consists of approximately 69,000 square feet. Approximately 56,000 square feet is leased to Publix as the investment property’s anchor tenant. See Item 2, “Properties” for additional information regarding the lease agreement with Publix. The remaining 13,000 square feet is available for lease to additional tenants. This additional space was approximately 70% and 60% leased as of September 30, 2015 and 2014, respectively. Attempts are being made to lease vacant space. Also see Item 2, “Properties” for effective rental rates and lease expirations related to this property. Rent revenue from Publix and National Plaza increased slightly as compared with the prior years due to leasing an additional 2,600 square foot county tag office and a 1,300 square foot ticket broker office opening in 2014. This was offset by a 2,600 square foot restaurant and a 1,300 square foot beauty supply retailer vacating in 2014. In addition a 1,300 square foot was leased with a hearing-aid retailer opened in 2015. In May 2006 the Company entered into a long-term ground lease with Lowes, a national home improvement retailer, with a portion of total monthly rent due during the construction period, which was completed in January 2007. See Item 2, “Properties” for additional information regarding the Evans Ground Lease. Management expects both of the above two lease arrangements to continue to provide a substantial portion of the Company’s revenues. In addition Management expects rental revenues to increase for 2016 due to the addition of the retail lease related to the Wrightsboro Road property purchased in September 2015.

Operating expenses increased by $187,348, (25%) from 2014. Operating costs of the Company consists mainly of the costs of managing National Plaza and property taxes related to the Company’s land holding portfolio. This increase was due primarily to repairs to the roof at National Plaza. Company management expects operating expenses for 2016 to decrease relative to 2015 as the Company anticipates repairs in 2016 will be less significant than incurred to 2015.

Interest expense decreased by $29,131 (15%) from 2014. The Company’s interest costs relate to outstanding debt on the Company’s land holdings as discussed above in Item 2, “Properties”. Continued amortization of outstanding debt balances resulted in decreased interest expense in 2015. Company management expects interest expense for 2016 to decline from interest expense for the current fiscal year as the outstanding debt continues to amortize.

In June of 2015 the Company sold approximately 1 acre of undeveloped land previously included as part of National Plaza adjoining Stanley drive and a residential house located on Stanley Drive resulting in a gain on sale of $1,862,235.

Other income consist primarily of the reversal of an accrual related to a tenant’s claim brought about in 2011 for reimbursement of certain expenses charged. The Company accrued $150,000 related to this claim and the tenant’s related unsettled balance. The claim was resolved in 2015 and the related tenant paid the disputed balance in full and there is no further liability anticipated. The income was recognized as other income.

Liquidity and Sources of Capital:

The percentage of current assets to current liabilities was 160% at September 30, 2015, and was 45% at September 30, 2014. 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 in fiscal year 2016 totaling $239,168. 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.

As of September 30, 2015 the Company’s cash flow from operations is approximately $160,216 while current maturities of debt are approximately $239,168. If the Company experiences cash flow shortages and is unable to generate adequate cash

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flows from operations to fund current debt maturities and other obligations, the Company’s management intends to seek additional financing from other sources but there can be no assurance that this will occur. In the past, the Company has been successful in seeking additional financing. These sources of capital include selling certain of its fully owned and un-collateralized assets or borrowing money from certain stockholders.

Capital Expenditure Commitments:

The Company currently has no significant commitments for capital expenditures for the next twelve months.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the risk of loss from adverse changes in market prices and rates. Our market risk arises principally from the risk inherent in the credit quality of our tenants. Company management regularly evaluates the individual tenants considering their financial condition, credit history and current economic conditions.

Item 8. Financial Statements

The following consolidated financial statements of Security Land & Development Corporation are included herein:

Report of Independent Registered Public Accounting Firm (audit of financial statements as of and for the years ended September 30, 2015 and 2014)

Consolidated Balance Sheets as of September 30, 2015 and 2014

Consolidated Statements of Income and Retained Earnings
for the years ended September 30, 2015 and 2014

Consolidated Statements of Cash Flows for the years ended
September 30, 2015 and 2014

Notes to Consolidated Financial Statements

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Security Land and Development Corporation
Augusta, Georgia

     We have audited the accompanying consolidated balance sheets of Security Land and Development Corporation (“the Company”) as of September 30, 2015 and 2014, and the related consolidated statements of income and retained earnings and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Security Land and Development Corporation as of September 30, 2015 and 2014, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

/s/ Elliott Davis Decosimo, LLC

Augusta, Georgia
December 18, 2015

 

10



SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
 

For the Years 

 

Ended September 30, 

 

2015 

 

2014 

 
ASSETS
CURRENT ASSETS           
Cash  $  412,847    $  65,982 
Receivables from tenants, net of allowance of $52,255 and $43,578           
at September 30, 2015 and September 30, 2014, respectively    386,469      527,579 
Prepaid property taxes    23,251      - 
Income taxes receivable    14,263      - 
 
Total current assets    836,830      593,561 
 
INVESTMENT PROPERTIES           
Investment properties for lease, net of accumulated depreciation    7,075,175      5,459,560 
Land and improvements held for investment or development    3,752,863      3,639,598 
 
    10,828,038      9,099,158 
 
OTHER ASSETS, net    79,353      76,239 
 
  $  11,744,221    $  9,768,958 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES           
Accounts payable and accrued expenses  $  282,769    $  452,669 
Income taxes payable   

- 

    229,031 
Current maturities of notes payable    239,168      554,065 
Current maturities of deferred revenue    -      18,489 
Current note payable to stockholder    -      50,433 
 
Total current liabilities    521,937      1,304,687 
 
LONG-TERM LIABILITIES           
Notes payable, less current portion    3,025,458      2,435,541 
Deferred income taxes    1,413,187      737,230 
 
Total long-term liabilities    4,438,645      3,172,771 
 
Total liabilities    4,960,582      4,477,458 
 
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    5,926,112      4,433,973 
 
Total Stockholders' Equity    6,783,639      5,291,500 
 
Liabilities and Stockholders' Equity  $  11,744,221    $  9,768,958 

 

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

- 11 -



SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
 
  For the Years 
  Ended September 30, 
 

2015

 

2014

 
OPERATING REVENUES             
Rent revenues  $  1,491,102    $  1,481,648  
 
OPERATING EXPENSES             
Depreciation and amortization    168,179      148,628  
Property taxes    243,665      267,494  
Payroll and related costs    84,128      78,534  
Insurance and utilities    51,999      56,090  
Repairs and maintenance    259,257      41,624  
Professional services    93,207      125,482  
Bad debt    8,677      23,640  
Penalties    11,551      -  
Other    12,394      4,217  
 
    933,057      745,709  
 
Operating income    558,045      735,939  
 
OTHER INCOME (EXPENSE)             
Gain on sale of land    1,862,235      -  
Interest expense    (170,716)     (199,847 ) 
Other income    162,009      -  
 
    1,853,528      (199,847 ) 
 
Income before income taxes    2,411,573      536,092  
 
INCOME TAXES PROVISION (BENEFIT)             
Income tax expense    243,477      233,689  
Income tax deferred expense (benefit)    675,957      (27,415 ) 
    919,434      206,274  
 
Net income    1,492,139      329,818  
 
RETAINED EARNINGS, BEGINNING OF YEAR    4,433,973      4,104,155  
 
RETAINED EARNINGS, END OF YEAR  $  5,926,112    $  4,433,973  
 
 
PER SHARE DATA             
Net income per common share  $  0.28    $  0.06  

 

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

- 12 -



SECURITY LAND AND DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
  For the Years 
  Ended September 30, 
  2015       2014  
 
OPERATING ACTIVITIES               
Net income  $  1,492,139     $  329,818  
Adjustments to reconcile net income to net cash provided               

      by operating activities: 

             
Gain on sale of land    (1,862,235 )      -  
Bad debts    8,677       23,640  
Depreciation and amortization    168,179       148,628  
Changes in deferred and accrued amounts:               
Receivables from tenants    132,433       (53,895 ) 
Prepaid property taxes    (23,251 )      15,003  
Income taxes receivable    (14,263 )      -  
Accounts payable and accrued expenses    (169,900 )      126,949  
Income taxes payable    (229,031 )      45,795  
Deferred income tax    675,957       (27,415 ) 
Deferred revenue    (18,489 )      (22,582 ) 
 
Net cash provided by operating activities    160,216       585,941  
 
INVESTING ACTIVITIES               
Proceeds from the sale of land    1,993,150       -  
Additions to investment properties and improvements               
to property held for development    (113,265 )      -  
Additions to investment properties and other assets for               
improvements to property held for lease    (1,917,823 )      (192,792 ) 
 
Net cash used in investing activities    (37,938 )      (192,792 ) 
 
FINANCING ACTIVITIES               
Repayments to stockholder    (50,433 )      -  
Proceeds from stockholder   

-

      50,433  
Proceeds from notes payable    1,500,000       186,804  
Principal payments on notes payable    (1,224,980 )      (589,003 ) 
 
Net cash provided by (used in) financing activities    224,587       (351,766 ) 
 
Net increase in cash    346,865       41,383  
 
CASH, BEGINNING OF YEAR    65,982       24,599  
 
CASH, END OF YEAR  $  412,847     $  65,982  
 
SUPPLEMENTAL CASH FLOW INFORMATION:               
 
Cash paid for interest  $  170,606     $  203,109  
 
Cash paid for income taxes  $  486,771     $  187,894  

 

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

- 13 -



SECURITY LAND AND DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES

Business activities

Security Land and Development Corporation (“the Company”) is engaged in the acquisition of developed and undeveloped real estate to be held for investment purposes or to be developed and leased as income producing property. Substantially all investment properties held and leased by the Company are located within the State of Georgia, in Richmond and Columbia counties and in North Augusta, South Carolina.

Royal Palms Motel, Inc., a wholly owned subsidiary of Security Land and Development Corporation, is a holding company for a parcel of land in Richmond County, Georgia. During 2004, the Company organized, as its sole member, SLDC, LLC, a Georgia limited liability company. During 2007, the Company organized, as its sole member, SLDC2, LLC, a Georgia limited liability company. During 2008, the Company organized, as its sole member, SLDC III, LLC, a South Carolina limited liability company. SLDC, LLC, SLDC2, LLC, and SLDC III, LLC were organized by the Company to hold title to certain real estate that the Company plans to develop.

During 2015 and 2014, substantially all operating revenues and operating expenses were related to real estate leasing. A substantial portion of rent revenues were earned from two investment properties, a commercial retail center, consisting of approximately 69,000 square feet on Washington Road in Augusta, Georgia (“National Plaza”) and the Evans Ground Lease on Washington Road in Evans, Georgia (“Evans Ground Lease”). National Plaza provided approximately 55% of gross rent revenue in 2015 and 54% in 2014. Approximately 81% of National Plaza was leased to a regional food supermarket, with annual rents from the lease totaling $463,200. National Plaza comprises approximately 39% of the asset Investment Properties for Lease, net of Accumulated Depreciation. The Evans Ground Lease provided approximately 45% and 45% of gross rental revenue in 2015 and 2014, respectively. This property, leased to a national home improvement retailer, earned rents totaling approximately $539,000 in both 2015 and 2014, respectively. The Evans Ground Lease comprises approximately 34% of investment properties held for lease, net, by the Company at September 30, 2015.

In June of 2015 the Company sold approximately 1 acre of undeveloped land previously included as part of National Plaza adjoining Stanley drive and a residential house located on Stanley Drive resulting in a gain on sale of $1,862,235.

In September of 2015 the Company purchased a commercial building on 3.5 acres of land located on Wrightsboro Road in Augusta, Georgia. The building is partially leased to a local retailer with a rental period beginning October 1, 2015. The Wrightsboro Road property represents approximately 27% of the Company’s net leased assets at September 30, 2015. No rents related to this lease were due or have been collected as of September 30, 2015.

Basis of presentation

The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of Security Land and Development Corporation and its wholly owned subsidiaries, Royal Palms Motel, Inc., SLDC, LLC, SLDC2, LLC, and SLDC III, LLC (described on a consolidated basis as the “Company”). All intercompany transactions and accounts are eliminated in consolidation.

 

Use of estimates

The consolidated 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.

 

Revenue recognition

Rent revenue is recognized on a straight-line basis over the term of the related lease agreements. The Company is reimbursed by tenants for property taxes and other maintenance fees. These reimbursements billed totaled $264,156 and $271,964, which is included in rent revenue, for the years ended September 30, 2015 and 2014, respectively.

(Continued)

- 14 -



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

Revenue recognition, continued

Gains, or losses, realized from sales of real estate are recognized substantially when title to the property has passed and the risks and benefits of ownership have been transferred to the buyer.

 

Investment properties

Investment properties are stated at cost. Depreciation of the investment properties is computed principally using the straight-line method over the following estimated useful lives:

Buildings for lease  30 - 40 years 
Land improvements on property for lease  15 years 
Fixtures and furnishings  5 - 7 years 

 

Major renewals or improvements on investment properties are capitalized, while maintenance and repairs that do not improve or extend the useful lives of the assets are charged to expense when incurred. Upon retirement, sale or other disposition of investment properties, the cost and accumulated depreciation are eliminated from the accounts and the gain or loss is included in income in the period of disposition.

The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset 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 is less than the carrying amount. The Company measures the impairment loss as the amount by which the asset's carrying amount exceeds the fair value of the asset. At September 30, 2015 and 2014, the Company believes that none of its long-lived assets are impaired.

Receivables from tenants

Receivables from tenants consist of rents, property taxes and other maintenance fees payable under the terms of lease agreements. Receivables are carried at original invoice amount. Management estimates an allowance for doubtful accounts by regularly evaluating individual tenant receivables and considering the collectability of balances due based on each tenant’s financial condition, credit history, and current economic conditions. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recognized in income when received. The Company has an allowance for uncollectible accounts of $52,255 and $43,578 at September 30, 2015 and 2014, respectively.

 

Lease commissions

Lease commissions are capitalized and amortized over the term of the related leases, using the straight-line method. Lease commissions, net of accumulated amortization, of $27,401 and $32,459 at September 30, 2015 and 2014, respectively, are included in Other Assets in the accompanying consolidated balance sheets.

 

Loan Fees

Loan fees are capitalized and amortized over the term of the loan using the straight-line method. Loan fees, net of accumulated amortization, were $51,952 and $43,780 at September 30, 2015 and 2014, respectively. Loan fees are included in Other Assets in the accompanying consolidated balance sheets.

 

Income taxes

The Company files a consolidated income tax return. Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the financial reporting basis and income tax basis of assets and liabilities. Deferred tax assets and liabilities represent future tax consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are adjusted for changes in tax laws and tax rates when those changes are enacted.

(Continued)

- 15 -



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

Income taxes, continued

The Company has adopted the provisions under ASC Topic 740, “Income Taxes” (“ASC 740”) which requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The Company recognizes accrued interest and penalties related to uncertain tax positions as a component of income tax expense in its financial statements. Management is not aware of any uncertain tax positions as of September 30, 2015 and 2014. The Company believes it is no longer subject to income tax examination for the fiscal years prior to 2012.

 

Statements of equity

There were no changes in equity other than net income for the years ended September 30, 2015 and 2014.

 

Net income per common share

Net income per common share is calculated on the basis of the weighted average number of shares outstanding. The Company has no stock option plans, or other instruments resulting in earnings per share dilution. For 2015 and 2014 the weighted average number of shares outstanding was 5,243,107. Therefore, only basic net income per common share is presented.

 

Recently issued accounting standards

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers in future periods. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. The comprehensive new standard will supersede existing revenue recognition guidance and require revenue to be recognized when promised goods or services are transferred to customers in amounts that reflect the consideration to which the Company expects to be entitled in exchange for those goods or services. Adoption of the new rules could affect the timing of revenue recognition for certain transactions. The guidance permits two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards. The Company is currently evaluating the impact of adoption and the implementation approach to be used.

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

In January 2015, the FASB issued guidance to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect this guidance to have a material effect on its financial statements.

(Continued)

- 16 -



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

Recently issued accounting standards, continued

In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. Although the amendments are expected to result in the deconsolidation of many entities, the Company will need to reevaluate all its previous consolidation conclusions. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. The Company does not expect these amendments to have a material effect on its financial statements.

In June 2015, the FASB issued amendments to clarify the Accounting Standards Codification (ASC), 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 (June 12, 2015) 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, 2015. Early adoption is permitted, including adoption in an interim period. The Company does not expect these amendments to have a material effect on its financial statements.

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

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

Concentrations

Substantially all of the Company’s assets consist of real estate located in Richmond and Columbia Counties in the State of Georgia, and in North Augusta, South Carolina. In 2015 and 2014, approximately 42% and 99%, respectively, of the Company’s revenues were rental related revenue, and approximately 53% and 0%, respectively, of the Company’s revenues were related to the sale of investment property. In 2015 and 2014, approximately 55% and 54%, respectively, of the Company’s rental revenues were earned from National Plaza. Approximately 81% of National Plaza is leased to one tenant, a regional food supermarket. Approximately 45% and 45% of the Company’s rental revenues in 2015 and 2014, respectively, were earned from the Evans Ground Lease, which is 100% leased to a major national home improvement retailer.

The majority of the Company’s receivables from tenants at September 30, 2015 and 2014 were receivable from two tenants, the regional food supermarket that leases property at National Plaza, and the major national home improvement retailer under the Evans Ground Lease.

The Company places its cash with high quality financial institutions. At times the Company’s cash balances may be in excess of Federal Deposit Insurance Corporation limits.

Subsequent events

Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. Unrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date.

In November of 2015 the board of directors resolved to pay a $60,000 bonus to the President and CEO in relation to negotiating the sale of the approximately 1 acre of vacant land previously included as part of National Plaza, the residential house for lease located on Stanley Drive and the purchase of the commercial building on Wrightsboro Road. The bonus will be expensed in the quarter ended December 31, 2015.

(Continued)

- 17 -



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued

Subsequent events, continued

Management has reviewed events occurring through the date the financial statements were issued and no other subsequent events occurred that require accrual or disclosure.

NOTE 2 - INVESTMENT PROPERTIES

Investment properties leased or held for lease

Investment properties leased or held for lease to others under operating leases consist of the following at September 30:

  2015  

2014

 
 
National Plaza building, land and improvements  $  5,305,419     $  5,325,348  
Evans Ground Lease, land and improvements    2,382,673       2,382,673  
Wrightsboro Road Building land and improvements    1,905,875       -  
Commercial land and improvements    3,752,863       3,639,598  
    13,346,830       11,347,619  
 
Less accumulated depreciation    (2,518,792

)

    (2,360,803 ) 
    10,828,038       8,986,816  
 
Residential rental property    -       145,847  
Less accumulated depreciation    -       (33,505 ) 
    -       112,342  
 
Investment properties for lease, net of depreciation  $  10,828,038     $  9,099,158  

Depreciation expense totaled $159,345 and $142,439 in 2015 and 2014, respectively.

Approximately 81% of National Plaza is leased to a regional food supermarket. The lease requires minimum annual rental payments of $463,200. The original term expired in 2015 and the tenant exercised a 5 year option. This lease is renewable for a total of an additional 15 years at substantially similar lease terms. The lease provides for the supermarket to pay for interior maintenance and utilities and property taxes on a proportional basis.

The lease agreement also provides for the Company to receive each year 1.25% of the individual supermarket’s gross sales in excess of approximately $37 million. For 2015 and 2014, the supermarket did not achieve this gross sales level.

In construction of National Plaza, the supermarket contributed approximately $493,000 to the cost of the construction. The Company recorded the $493,000 as deferred revenue and recognized $24,652 as revenue annually using the straight-line method over the original twenty-year life of the lease with the supermarket.

In 2003, the Company entered into a 20-year ground lease arrangement on an outparcel of National Plaza. The ground lease provides for minimum rent of $45,000 annually, for the first 10 years of the lease. The minimum rent increases by approximately 10% after year 10 and then again after year 15 of the ground lease. Other lease agreements at National Plaza range in terms from one to five years.

The Company entered into a long-term ground lease with a major national home improvement retailer tenant and its developer in May 2006 on the 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 of 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 lease 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.

(Continued)

- 18 -



NOTE 2 - INVESTMENT PROPERTIES, Continued

Investment properties leased or held for lease

     In June of 2015 the Company sold approximately 1 acre of undeveloped land previously included as part of National Plaza adjoining Stanley drive and a residential house located on Stanley Drive resulting in a gain on sale of $1,862,235. 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 of $142,000, increasing to $153,000 at year 6. The warehouse space was available for lease as of September 30, 2015.

Future minimum rents receivable under the operating lease agreements are as follows for the years ending September 30:

2016  $  1,318,040 
2017    1,338,802 
2018    1,342,486 
2019    1,297,230 
2020    1,077,841 
Thereafter    4,513,278 
  $  10,887,677 

Land and improvements held for investment or development

     The Company also holds for investment or future development approximately 19.38 acres of undeveloped commercial land in North Augusta, South Carolina, purchased in several parcels during 2007 and 2008. The Company also owns approximately 85 acres of land in south Richmond County and a 1.1 acre parcel along Washington Road in Augusta, Georgia, that adjoins the Company’s National Plaza investment property. The aggregate cost of these investment properties held for investment or development was $3,752,863 and $3,639,598 at September 30, 2015 and 2014, respectively.

   
NOTE 3 – NOTES PAYABLE           
 
Notes payable consisted of the following at September 30:           
     
 

2015 

 

2014 

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. In April, 2014 construction of the tenant improvements was completed and with total principal borrowed of $186,804. The loan converted to a note payable with monthly installments of $3,728 including principal and interest over a 60 month term with fixed interest of 4.25%. 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 note was paid off in March 2015. 

$ 

-

   $ 

181,504 

 

(Continued)

- 19 -



 
NOTE 3 – NOTES PAYABLE, Continued               
 
 
 

In November of 2012, the Company converted the line of credit to a fixed rate loan due December 2017. The new term loan accrued interest at 5.5% annually with monthly installments of $3,287. The balance related to the purchase of the 1 acre adjoining the North Augusta, South Carolina property in May 2008 and was collateralized by the residential property on Stanley Drive in Augusta, Georgia which was sold in 2015. The note was paid off in March 2015. 

 

-

     

260,323

 
 

A note payable to an insurance company, secured with a mortgage interest in National Plaza and an assignment of rents. The note was payable in monthly installments of $35,633, including principal and interest, through June 2015, and bore interest at a fixed rate of 7.875%. The note was paid off in March 2015. 

 

-

     

310,423

 
 

A note payable to a regional financial institution collateralized with 17.54 acres of land in North Augusta, South Carolina. The note was payable in monthly installments of $7,563, including principal and interest, through July 2018, and bore interest at a fixed rate of 5%. The note was paid off in March 2015. 

 

-

     

319,330

 
 

A 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 matured in July 2015 and accrued interest at 5%. The note was paid off in March 2015. 

 

-

      50,433  
 

A note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents. The note is payable in monthly installments of $15,220, including principal and interest, through April 2025, and bears interest at a fixed rate of 4%. The proceeds were used to pay the Company’s outstanding income tax liability, four notes payable collateralized by the Company’s land held for lease and investment portfolio and one uncollateralized note payable to a shareholder. The proceeds were also used to fund renovations at National Plaza. 

 

1,451,936

     

-

 
 

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%. 

 

1,812,690

     

1,918,026

 
 
    3,264,626       3,040,039  
Less current maturities    (239,168 )      (604,498 ) 
 
  $  3,025,458     $  2,435,541  
 
 
          (Continued)

 

- 20 -



NOTE 3 – NOTES PAYABLE, Continued     
 
 
Aggregate maturities of notes payable are as follows at September 30, 2015:     
 
2016  $  239,168 
2017    251,085 
2018    263,618 
2019    276,801 
2020    290,667 
Thereafter    1,943,287 
 
  $  3,264,626 
 
All interest incurred for 2015 and 2014 was expensed by the Company.     

 

NOTE 4 – INCOME TAXES

     Deferred income taxes are the result of qualified tax-free exchanges of property transacted in previous years and reporting depreciation differently for income tax purposes. The tax effects of temporary differences that give rise to the deferred tax liability are as follows as of September 30:

 
 

2015 

 

2014 

Deferred income tax liabilities:           
Basis in Investment Properties  $ 

1,413,187 

  $ 

737,230 

 

     Taxable gains deferred by the Company in prior years and in the current year through qualified tax-free like-kind exchanges totaled approximately $2,835,235. These deferred gains for tax reporting comprise a substantial portion of the Company's deferred income tax liabilities as of September 30, 2015 and 2014, net of the effects of depreciation.

 
The provision for income taxes is as follows:             
 
  For the years ended
  September 30, 
  2015   

2014

Current expense  $  243,477    $  233,689  
Deferred expense (benefit)    675,957      (27,415 ) 
 
  $  919,434    $  206,274  

 

     The provision for income taxes for the years ended September 30, 2015 and 2014 differs from the amount obtained by applying the U.S. federal and state income tax rate to pretax income due to the following:

 
  2015    2014 
Net income before tax  $  2,411,573    $  536,092 
Expected federal tax expense at 34%    819,935      182,271 
State tax expense, net of federal benefit    95,498      21,229 
Other    4,001      2,774 
Tax expense  $  919,434    $  206,274 

 

     The Company has a total outstanding income tax payable in the amount of $0 and $229,031, respectively, at September 30, 2015 and 2014.

- 21 -



NOTE 5 – RELATED PARTY TRANSACTIONS

     The Company purchases insurance from an insurance company of which a member of the Company’s Board of Directors is President Emeritus. The Company’s Board of Directors believes that the insurance prices obtained from such company were not in excess of prices that would have been paid had the Company obtained this insurance from other sources.

     The Company hired an attorney who is a member of the Company’s Board of Directors. This attorney was hired to represent the Company in defending a claim brought by a tenant in relation to some disputed lease related charges. This issue was resolved in 2015. Receivables including rents, reimbursements for property taxes and other maintenance fees from the tenant was $137,255 at September 30, 2014. Total fees paid to the attorney during the year were $8,807 and $19,502, respectively, for the years ended September 30, 2015 and 2014. In addition in 2015 this same attorney was paid an additional $25,000 related to other Company matters not associated with litigation.

     In the second quarter of fiscal year 2014, the Company borrowed $50,000 from a stockholder, who is also a member of the Flanagin family, to meet short term cash flow needs. Interest on this balance accrues at 5% and the outstanding principal and interest was paid in full in March of 2015.

     In the first quarter of fiscal year 2015, the Company borrowed $15,000 from a member of the Company’s board of Directors to meet short term cash flow needs. This amount was paid in full in December 2014.

     During the 2015 year, the Company paid $4,250 to a stockholder who is also the son of the President for accounting services. The Company believes the amount paid is not in excess of prices that would have been paid had the Company obtained these services from other sources.

     In November of 2015 the board of directors resolved to pay a $60,000 bonus to the President and CEO in relation to negotiating the sale of the approximately 1 acre of vacant land previously included as part of National Plaza, the residential house for lease located on Stanley drive and the purchase of the commercial building on Wrightsboro Road. The bonus will be expensed in the quarter ended December 31, 2015.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

     Our disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure.

     Our management, with the participation of our Chief Executive Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in 17 C.F.R. Sections 240.13a-15d--15(e)) as of September 30, 2015, and based on such evaluation, our Chief Executive Officer concluded that such controls and procedures were ineffective as of September 30, 2015 as explained by the material weakness described in internal control over financial reporting.

     There were no significant changes in our internal controls over financial reporting that occurred during the fiscal year ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

(Continued)

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NOTE 5 – RELATED PARTY TRANSACTIONS, Continued

Internal Controls over Financial Reporting

     Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed 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.

     The Company’s management has evaluated the effectiveness of its internal control over financial reporting as of September 30, 2015. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of September 30, 2015 as explained by the material weakness described in internal control over financial reporting:

  • Due to its relatively small size and the nature of its operations, having only two key employees, whom are also married to each other, actively involved in management and financial reporting of the Company there is a lack of necessary segregation of duties and accounting personnel with the requisite knowledge of accounting principles generally accepted in the United States of America (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission ("SEC"). There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

     Notwithstanding the existence of this material weakness in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

     The Company will continue its assessment on an ongoing basis and when it becomes practicable, will make efforts to add personnel and resources to address the material weakness. There has been no change in its internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

     This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s independent registered public accounting firm was not required nor engaged to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.

Item 9B. Other Information.

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth certain information for the current directors and executive officers of the Company. There are no arrangements or understandings between any officers and any other persons pursuant to the election of the officers.

NAME, AGE AND 

 
POSITION  LAST FIVE YEARS BUSINESS EXPERIENCE 
 

W. Stewart Flanagin, Jr.
67-Chairman of Board of Directors since 1983; Member of Board since 1983;
brother of President.

Pharmacist, former owner of Hill Drug Company
and past manager of Revco Drug Store, Inc.

   
T. Greenlee Flanagin
66 - President and CEO since 1983; member of Board since 1983;
brother of Chairman of Board.
Real estate
 
M. David Alalof 
73 - member of Board since 1977. 
President Emeritus of A.C.H.S. Insurance, an insurance company; 
Past Chairman of the State Personnel Board of Georgia 
 
John C. Bell, Jr. 
67– Vice President; Member of Board since 1983. 
Attorney at Law 
 

Gregory B. Scurlock
67 – Secretary/Treasurer; member of Board since 1983.

Former Vice President, First Bank of Georgia, Augusta, GA
Former Senior Vice President, Wachovia Bank, Augusta, GA
 

   

Robert M. Flanagin
58 - Member of Board since 1987.
brother of President and Chairman.

Real estate agent

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, and regulations of the SEC thereunder require the Company’s executive officers and directors and persons who own more than 10% of the Company’s Common Stock, as well as certain affiliates of such persons, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and persons owning more than 10% of the Company’s Common Stock are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it and written representations that no other reports were required for those persons, the Company believes that during the fiscal year ended September 30, 2015 the Company’s executive officers, directors and owners of more than 10% of its Common Stock complied with all filing requirements.

Gregory B. Scurlock and M. David Alalof serve on the Company’s audit committee, both also serve on the Board of Directors and are experienced in financial matters. The audit committee members are independent of management of the Company.

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Item 11. Executive Compensation.

The table below shows the compensation (including bonuses) of the Chief Executive Officer for the three most recent fiscal years.

NAME  COMPENSATION  DATE 
 
T. Greenlee Flanagin  $

13,705 

 

September 30, 2015 
T. Greenlee Flanagin  $

10,800 

 

September 30, 2014 
T. Greenlee Flanagin  $

10,800 

 

September 30, 2013 

 

No bonuses were awarded during fiscal year 2015. In November 2015, the Board resolved to pay the President and CEO a bonus of $60,000.

There were no annuity, pension or retirement benefits paid during the fiscal year ended September 30, 2015 and none are proposed to be paid to any officer or director of Security Land and Development Corporation.

The Company does not have a stock option plan and no stock or options were awarded to executives as compensation in the past 3 years.

Each Director of the Company receives compensation of $100 per Director’s meeting for services performed as a Director.

The audit committee members both receive compensation of $250 per month.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Principal Shareholders:

The following table sets forth certain information regarding the beneficial ownership of the common stock as of September 30, 2015 by each person who is known to the Board of Directors of the Company to own beneficially five percent (5%) or more of the outstanding common stock.

  NUMBER OF SHARES OF   

NAME OF 

COMMON STOCK  PERCENT OF 

BENEFICIAL OWNER 

BENEFICIALLY OWNED  CLASS 
 
T.GreenleeFlanagin(1)  250,784  4.8 
RobertFlanagin(1)  523,147  10.0 
W. Stewart Flanagin, Jr. (1)  497,114  9.5 
AnnFlanaginSmith(1)  411,604  7.9 
John C. Bell, Jr.  372,565  7.1 
T. Greenlee Flanagin, Jr. (1)  292,959  5.6 
R.ClaytonFlanagin(1)  292,959  5.6 

 

(1) Combined with the following, these individuals form the “Flanagin Family Group”:

Harriette Flanagin 66,836 1.3

The Flanagin Family Group owns 2,335,403 common shares, which is approximately 44.5% of the Company's 5,243,107 shares of common stock outstanding.

Security Ownership of Management:

The following table sets forth certain information with respect to the beneficial ownership of the common stock, as of September 30, 2015, by Directors and executive officers:

NAME OF    COMMON STOCK     
BENEFICIAL  ADDRESS  BENEFICIALLY  PERCENT  
OWNER    OWNED  OF CLASS  
 
W. Stewart Flanagin, Jr.  1117 Glenn Avenue  497,114  9.5  
  Augusta, GA 30904       
 
T. Greenlee Flanagin  3326 Wheeler Road  250,784  4.8  
  Augusta, GA 30909       
 
M. David Alalof  P.O. Box 15637  106,360  2.0  
  Augusta, GA 30909       
 
John C. Bell, Jr.  P.O. Box 1547  372,565  7.1  
  Augusta, GA 30903       
 
Gregory B. Scurlock  1203 Reid Road  500  0.1  
  Augusta, GA 30909       
 
Robert M. Flanagin  2002 Wrightsboro Road  523,147  10.0  
  Augusta, GA 30904       
 
All Directors and officers as a group consisting of       
six individuals.    1,750,470  33.39 % 

 

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The Flanagin Family Group and all Directors and Officers as a group beneficially own 2,814,828 common shares which is approximately 53.7% of the Company's 5,243,107 shares of common stock outstanding.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The Company purchased insurance from an insurance company of which a member of the Board of Directors is President Emeritus and CEO. The Board of Directors believes that the insurance prices were not in excess of prices that would have been paid had the Company obtained this insurance from other sources.

The Company hired an attorney who is a member of the Company’s Board of Directors to represent the Company in defending a claim brought by a tenant in relation to some disputed lease related charges. Total fees paid during the year were $8,807. In addition in 2015 this same attorney was paid an additional $25,000 related to other Company matters not associated with litigation.

In the first quarter of fiscal year 2015, the Company borrowed and repaid $15,000 from a member of the Company’s board of Directors to meet short term cash flow needs.

During the year, the Company paid $4,250 to a stockholder who is also the son of the President for accounting services. The Company believes the amount paid is not in excess of prices that would have been paid had the Company obtained these services from other sources.

Item 14. Principal Accounting Fees and Services.

The accounting fees billed to the Company by Elliott Davis Decosimo, LLC related to the Company’s fiscal years ended September 30, 2015 and 2014 for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our auditor that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees; (iii) services rendered in connection with tax compliance, tax advice and tax planning; and (iv) all other fees for services rendered.

 
     

2015 

   

2014 

(i)  Audit Fees    $53,750      $44,500 
(ii)  Audit Related Fees    -      - 
(iii)  Tax Fees    $5,500      $3,500 
(iv)  All Other Fees    -      - 

 

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

a)      Exhibits required by Item 601 of Regulation S-B.
   
   

EXHIBIT 

NUMBER  DESCRIPTION 
   
11      Computation of Earnings Per Share
21      Subsidiaries of the Registrant
31.1 Certification of Chief Executive Officer
32.1  Section 906 Certification of T. Greenlee Flanagin
101   The following financial information from Security Land and Development Corporation’s Annual Report on Form 10-K for the year ended September 30, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Retained Earnings, (iii) The Consolidated Statements of Cash Flows and (iv) Notes to Consolidated Financial Statements.

SIGNATURES

[See General Instruction D]

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SECURITY LAND & DEVELOPMENT CORPORATION
(Registrant)

/s/ T. Greenlee Flanagin
T. GREENLEE FLANAGIN
President
Chief Executive Officer and Chief Financial Officer

December 18, 2015
          (Date)

 

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ W. Stewart Flanagin, Jr.
W. STEWART FLANAGIN, JR.
Chairman of Board

December 18, 2015
          (Date)

   
/s/ M. David Alalof
M. DAVID ALALOF
Director
December 18, 2015
          (Date)
   
/s/ Gregory B. Scurlock
GREGORY B. SCURLOCK
Director and Secretary-Treasurer
December 18, 2015
          (Date)

 

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Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act

 

 

 

 

None.

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