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:
Retail strip center on 14.24 acres on Washington Road in Augusta, Georgia (the “National Plaza”). Approximately 56,000 square feet is 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, 2017, approximately 10,400 square feet of this remaining space was leased.
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.
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.
Commercial building on Wrightsboro Road in Augusta, Georgia. Approximately 25,000 square feet is currently leased to a retailer. The building includes an additional 27,000 square feet of warehouse space that is for lease as of September 30, 2017.
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 35% of the Company’s net leased assets at September 30, 2017. Rent revenue, including monthly rent, recognition of previously deferred revenue and property taxes from the Evans Ground Lease represented 39% and 40% of the Company’s total gross rent revenue for the years ended September 30, 2017 and 2016, respectively. 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. National Plaza represents approximately 38% of the Company’s net leased assets at September 30, 2017. Rent revenue, including monthly rent, recognition of previously deferred revenue, property taxes and common area maintenance from the lease with Publix Supermarkets, Inc. represented 32% and 35% of the Company’s total gross rent revenue for the years ended September 30, 2017 and 2016, 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, 2017. Rent revenue, including monthly rent, recognition of previously deferred revenue, property taxes and common area maintenance from this lease represented 9% of the Company’s total gross rent revenue for both years ended September 30, 2017 and 2016.
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, three of whom are officers and/or stockholders of the Company.
Item 1A.
Item 1A. Risk Factors.
The Company, as a smaller reporting company, is not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
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:
Retail strip center on approximately 14.24 acres on Washington Road in Augusta, Georgia (the “National Plaza”).
An outparcel of the National Plaza of 0.89 acres that is frontage property to Washington Road in Augusta, Georgia.
Approximately 17 acres of developed land in Evans, Georgia at the intersection of Washington Road and Industrial Park Drive.
84.4 undeveloped acres in south Richmond County, Georgia.
A 0.85 acre lot on Lumpkin Road in Augusta, Georgia.
Approximately 1.1 acres of undeveloped land held for investment purposes on Washington Road in Augusta, Georgia.
Approximately 19.38 acres of undeveloped land held for future development on Edgefield Road near I-20 in North Augusta, South Carolina.
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 15% of the Company’s total assets at September 30, 2017. 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 $1,582,647 at September 30, 2017. Property taxes paid on this property and the 4.61 acres described above in 2017 totaled $129,214.
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, 2017. 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, 2017. There is no outstanding debt on this property at September 30, 2017. 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, $2,487,641 at September 30, 2017, amounts to approximately 22% of the Company’s total assets at September 30, 2017.
Construction of 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, 2017 and 2016, 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 2017, the amount billed was $57,165. 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 was fixed at 7.875%. Annual principal and interest payments totaled $427,596. This note was paid in full in March 2015. As of September 30, 2017, the Company has no outstanding debt on this property, however, it is being used as collateral for other Company 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, 2017, the Company had leased 80% of the 13,000 square feet not leased to Publix. These individual leases have terms averaging five years, with monthly lease payments including contributions for common area maintenance (“CAM”), real estate taxes and insurance ranging from $1,517 to $6,761. Following is selected statistical information regarding National Plaza at September 30, 2017:
			Occupancy rate - 96%
(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
10,400
16.71
The principal business of the other tenants occupying space as of September 30, 2017 includes a restaurant, a stock brokerage office, a nail salon, a ticket broker, a hearing-aid retailer, a short-term lender and the county tag office.
A schedule of lease expirations at National Plaza, beginning with the Company’s year-end September 30, 2018 is presented below (does not include potential extensions, 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
rents represented
September 30,
leases will expire
expiring leases
expiring leases
by expiring leases
1,300
$ 			 16,800
1%
3,900
$ 		 91,536
5%
58,800
$ 495,271
29%
1,300
$ 		 17,640
1%
-
-
$ -
-
Thereafter
1,300
$ 		 18,192
1%
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, 2017, excluding land and before accumulated depreciation is $4,547,915. Federal tax basis accumulated depreciation is $2,825,306. Property taxes on National Plaza totaled $88,506 in 2017. 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, 2017, 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, 2017, 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, 2017, 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, 2017. 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, 2017, had a book value amounting to 10% or more of the total assets of the Company.
All properties owned by the Company are owned in fee simple interest.
In the opinion of management of the Company, all properties owned by the Company are adequately covered by insurance.
Item 3.
Item 3. Legal Proceedings.
The Company is not a party to any matters of litigation.
Item 4.
Item 4. Removed and Reserved.
PART II
Item 5.
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 353.
No dividends have been declared or paid during the two years ended September 30, 2017 and 2016. The Company has no restrictions that currently, or that may reasonably be expected to, materially limit the amount of dividends paid.
Item 6.
Item 6. Selected Financial Data.
Not required.
Item 7.
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 $1,367,556 at September 30, 2017. Actual income taxes that may become due when taxable gains are realized on the sale of assets may differ from management’s estimates due to 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:
Rent revenues from leasing activities is provided by the following properties:
National Plaza
$ 837,276
$ 780,202
$ 761,245
Outparcel at National Plaza
67,112
67,500
62,400
Evans Ground Lease
665,939
661,212
663,957
Wrightsboro Road
Other
147,680
3,492
148,470
2,208
- 			
3,500
$ 1,721,499
$ 1,659,592
			
$ 1,491,102
Years Ended September 30, 2017 and 2016
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 80% leased as of both September 30, 2017 and 2016. 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 recognizing the first full year of leasing an available 1,300 square foot to One Main Financial and temporary rental of the vacant lots within National Plaza. 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 the above two lease arrangements to continue to provide a substantial portion of the Company’s revenues.
Operating expenses decreased by $4,023, (1%) from 2016. 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 parking lot repairs and painting at National Plaza. Company management expects operating expenses for 2018 to be comparable to 2017 expenses.
Interest expense increased by $39,654, 25% from 2016. The Company’s interest costs relate to outstanding debt on the Company’s land holdings as discussed above in Item 2, “Properties”, as well as interest related to deferred financing costs that have been reclassified from amortization expense. Company management expects interest expense for 2018 to decline from interest expense for the current fiscal year as the outstanding debt continues to amortize.
Liquidity and Sources of Capital:
The percentage of current assets to current liabilities was 103% at September 30, 2017, and was 202% at September 30, 2016. Management of the Company expects future liquidity needs of the Company to be funded from rent revenues, refinancing and the appreciation in investment properties (which can be sold or mortgaged, if necessary).
Current maturities of notes payable will require the Company to make payments in fiscal year 2018 totaling $388,322. 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, 2017, the Company’s cash flow from operations is approximately $580,415 while current maturities of debt are approximately $388,322. If the Company experiences cash flow shortages and is unable to generate adequate cash 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.
In November 2016, the Company obtained a $3,000,000 line of credit from a regional financial institution to finance equity transactions. During 2017, the Company borrowed $2,500,000 against this line of credit to finance a stock purchase of 1,445,970 shares. The line accrued interest at 3.5%. In August 2017, the company secured a note payable for $3,209,423 with a 10 year term that accrues interest at an annual rate of 4.3%. The proceeds from this note were used to pay off the above noted line of credit balance and other outstanding debt.
Capital Expenditure Commitments:
The Company currently has no significant commitments for capital expenditures for the next twelve months.
Item 7A.
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.
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, 2017 and 2016)
		
Consolidated Balance Sheets as of September 30, 2017 and 2016
Consolidated Statements of Income
for the years ended September 30, 2017 and 2016
Consolidated Statements of Changes in Stockholders’ Equity
as of September 30, 2017 and 2016 		
Consolidated Statements of Cash Flows for the years ended
September 30, 2017 and 2016
Notes to 		Consolidated Financial Statements
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, 2017 and 2016, and the related consolidated statements of income, changes in stockholders’ equity 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, 2017 and 2016, 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, LLC
Augusta, Georgia
January 10, 2018
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
SECURITY LAND AND DEVELOPMENT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2017
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 2017 and 2016, 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 53% of gross rent revenue in 2017 and 51% in 2016. 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 37% of the asset Investment Properties for Lease, net of Accumulated Depreciation. The Evans Ground Lease provided approximately 39% and 40% of gross rental revenue in 2017 and 2016, respectively. This property, leased to a national home improvement retailer, earned rents totaling approximately $542,000 in 2017 and $539,000 in 2016, respectively. The Evans Ground Lease comprises approximately 35% of investment properties held for lease, net, by the Company at September 30, 2017.
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 28% of the Company’s net leased assets at September 30, 2017. The Wrightsboro Road lease provided approximately 9% of gross rental revenue in both 2017 and 2016.
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 $300,113 and $269,373, which is included in rent revenue, for the years ended September 30, 2017 and 2016, respectively.
(Continued)
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:
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, 2017 and 2016, 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 $71,967 and $53,809 at September 30, 2017 and 2016, 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 $17,774 and $22,700 at September 30, 2017 and 2016, respectively, are included in Other Assets in the accompanying consolidated balance sheets.
Deferred financing costs
In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 requires that debt issuance costs be presented as a direct deduction from the carrying amount of the related debt liability, consistent with the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. The Company adopted ASU 2015-03 as of the year ended September 30, 2017, and applied its provisions retrospectively. The adoption of ASU 2015-03 resulted in the reclassification of $51,719 and $46,927 of net unamortized debt issuance costs related to the Company’s long-term debt (see Note 3) from other assets to long-term debt within its consolidated balance sheets of both September 30, 2017 and September 30, 2016, respectively. Other than the reclassification, the adoption of ASU 2015-03 did not have an impact on the Company’s consolidated financial statements. Deferred financing cost are amortized over the term of the respective loan on a straight line basis.
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued
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.
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, 2017 and 2016.
Statements of equity
On February 7, 2017, Security Land and Development Corporation offered to purchase up to 2,526,247 shares (approximately 48.2% of the Company’s outstanding shares) of its common stock from its stockholders through a tender offer (“the Offer”) at a price of $1.25 per share. The Offer is part of a plan intended to enhance stockholder value and provide liquidity for the stockholders. The Offer expired on March 15, 2017, was extended by the Company, and on April 19, 2017 Security Land and Development Corporation amended the above offer to increase the offer price to $1.60 per share. The amended Offer expired on May 5, 2017. On May 5, 2017, Security Land and Development Corporation amended the April 19, 2017 Offer to increase the offer price to $1.75 per share. Within the offer period, 192,860 shares were sold by members of the Board of Directors who are not part of the Flanagin family. As of September 30, 2017, the percentage of common stock owned by the Flanagin Family was approximately 58%. The Company purchased and retired a total of 1,445,970 shares of its stock for $2,530,473. The Company utilized funds procured from a line of credit as noted above in Note 3 - Notes Payable and Line of Credit.
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 2017 and 2016, the weighted average number of shares outstanding was 3,797,137 and 5,243,107. 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. 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. This guidance also includes expanded disclosure requirements that result in an entity providing users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The guidance will be effective for the Company for reporting periods beginning after December 31, 2017. 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 2015, the FASB deferred the effective date of ASU 2014-09, Revenue from Contracts with Customers. As a result of the deferral, the guidance in ASU 2014-09 will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.
In March 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify the implementation guidance on principal versus agent considerations and address how an entity should assess whether it is the principal or the agent in contracts that include three or more parties. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued
Recently issued accounting standards, continued
In April 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In May 2016, the FASB amended the Revenue from Contracts with Customers topic of the Accounting Standards Codification to clarify guidance related to collectability, noncash consideration, presentation of sales tax, and transition. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In December 2016, the FASB issued technical corrections and improvements to the Revenue from Contracts with Customers Topic. These corrections make a limited number of revisions to several pieces of the revenue recognition standard issued in 2014. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2017. The Company will apply the guidance using a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.
In December 2016, the FASB issued amendments to clarify the Accounting Standards Codification, correct unintended application of guidance, and make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments were effective upon issuance (December 14, 2016) for amendments that do not have transition guidance. Amendments that are subject to transition guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
In November 2015, the FASB amended the Income Taxes topic of the Accounting Standards Codification to simplify the presentation of deferred income taxes by requiring that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments will be effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company will apply the guidance prospectively. The Company does not expect these amendments to have a material effect on its financial statements.
In February 2016, the FASB amended the Leases topic of the Accounting Standards Codification to require all leases with lease terms over 12 months to be capitalized as a right-of-use asset and lease liability on the balance sheet at the date of lease commencement. Leases will be classified as either finance leases or operating leases. This distinction will be relevant for the pattern of expense recognition in the income statement. The amendments will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effect that implementation of the new standard will have on its financial position, results of operations, and cash flows.
In August 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.
In November, 2016, the FASB amended the Statement of Cash Flows topic of the Accounting Standards Codification to clarify how restricted cash is presented and classified in the statement of cash flows. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017 including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
In October 2016, the FASB amended the Income Taxes topic of the Accounting Standards Codification to modify the accounting for intra-entity transfers of assets other than inventory. The amendments will be effective for the Company for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued
Recently issued accounting standards, continued
In January 2017, the FASB issued guidance to clarify the definitions of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendment to the Business Combinations Topic is intended to address concerns that the existing definition of a business has been applied too broadly and has resulted in many transactions being recorded as business acquisitions that in substance are more akin to asset acquisitions. The guidance will be effective for the Company for reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements
In January 2017, the FASB updated the Accounting Changes and Error Corrections and the Investments-Equity Method and Joint Ventures Topics of the Accounting Standards Codification. The ASU incorporates into the Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The ASU was effective upon issuance. The Company is currently evaluating the impact on additional disclosure requirements as each of the standards is adopted, however it does not expect these amendments to have a material effect on its financial position, results of operations or cash flows.
In January 2017, the FASB amended the Goodwill and Other Topic of the Accounting Standards Codification to simplify the accounting for goodwill impairment for public business entities and other entities that have goodwill reported in their financial statements and have not elected the private company alternative for the subsequent measurement of goodwill. The amendment removes Step 2 of the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The effective date and transition requirements for the technical corrections will be effective for the Company for reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
In February 2017, the FASB amended the Other Income Topic of the Accounting Standards Codification to clarify the scope of the guidance on nonfinancial asset de-recognition as well as the accounting for partial sales of nonfinancial assets. The amendments conform the de-recognition guidance on nonfinancial assets with the model for transactions in the new revenue standard. The amendments will be effective for the Company for reporting periods beginning after December 15, 2017. The Company does not expect these amendments to have a material effect on its financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
Concentrations
Substantially all 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 both 2017 and 2016, approximately 99% of the Company’s revenues were rental related revenue. In 2017 and 2016, approximately 53% and 51%, 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 39% and 40% of the Company’s rental revenues in 2017 and 2016, 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, 2017 and 2016 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.
Reclassification
Amortization expense related to deferred financing costs on the consolidated statement of income for the year ended September 30, 2016 has been reclassified to interest expense with no effect on net income, to be consistence with classifications adopted during the year ended September 30, 2017.
(Continued)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ACTIVITIES, Continued
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.
Management has reviewed events occurring through the date the financial statements were issued and no subsequent events, other than noted below, occurred that require accrual or disclosure.
In December of 2017, the Board of Directors voted to pay a bonus of $10,000 each to four Flanagin family members. Two of the members are employees of the Company and two are members of the Board of Directors.
On December 22, 2017, President Trump signed U.S. tax reform legislation. Given this date of enactment, our financial statements for the year ended September 30, 2017 do not reflect the impact of this legislation. We are currently undergoing an analysis of the tax reform law and its impact to the financial statements and tax footnote disclosures. We are also evaluating the extent and impact the tax reform law will have on deferred taxes. A more detailed analysis will be completed in our quarterly report for the period in which the law was enacted.
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:
National Plaza building, land and improvements
$ 5,322,260
$ 5,322,260
Evans Ground Lease, land and improvements
2,382,673
2,382,673
Wrightsboro Road Building land and improvements
1,929,690
1,905,875
Commercial land and improvements
3,804,728
3,804,728
13,439,351
13,415,536
Less accumulated depreciation
(2,891,630)
(2,705,316)
Investment properties for lease, net of depreciation
$ 10,547,721
$ 10,710,220
Depreciation expense totaled $186,314 and $186,526 in 2017 and 2016, 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 2017 and 2016, the supermarket did not achieve this gross sales level.
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.
(Continued)
NOTE 2 - INVESTMENT PROPERTIES, Continued
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.
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, 2017.
Future minimum rents receivable under the operating lease agreements are as follows for the years ending September 30:
$ 1,375,730
1,338,020
1,112,645
790,920
797,586
Thereafter
3,007,852
$ 8,422,753
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 $3,804,728 at both September 30, 2017 and 2016.
NOTE 3 - NOTES PAYABLE AND LINE OF CREDIT
Notes payable and line of credit consisted of the following at September 30:
A note payable to a regional financial institution, secured with a mortgage interest in National Plaza and an assignment of rents. The note is payable in monthly installments of $33,050, through August 2027, and accrues interest at an annual fixed rate of 4.3%. The proceeds from this note were used to pay down a line of credit and a note payable collateralized by National Plaza.
$ 3,188,257
$ 			 -
A note payable to a regional financial institution that was secured with a mortgage interest in National Plaza and an assignment of rents. The note was payable in monthly installments of $15,220, including principal and interest, through April 2025, and beared interest at a fixed rate of 4%. This note was paid off with proceeds from the above note payable.
-
1,325,060
In November 2016, the Company obtained a $3,000,000 line of credit from a regional financial institution to finance equity transactions. The Company borrowed $2,500,000 against the line of credit and paid off this line in August 2017. The line had an interest rate of 3.5%.
-
-
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%.
1,582,647
1,701,024
4,770,904
3,026,084
Less deferred financing costs
(51,719)
(46,927)
Less current maturities of notes payable
(388,322) 			
(250,418) 			
$ 4,330,863
$ 2,728,739
Aggregate maturities of notes payable are as follows at September 30, 2017
$ 388,322
407,554
427,449
448,973
471,277
Thereafter
2,627,329
$ 4,770,904
All interest incurred for 2017 and 2016 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:
Deferred income tax liabilities:
Basis in Investment Properties
$ 1,367,556 			
$ 1,406,668 			
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, 2017 and 2016, net of the effects of depreciation.
The provision for income taxes is as follows:
The provision for income taxes for the years ended September 30, 2017 and 2016 differs from the amount obtained by applying the U.S. federal and state income tax rate to pretax income due to the following:
Net income before tax
$
548,614
$
524,030
Expected federal tax expense at 34%
186,529
178,170
State tax expense, net of federal benefit
21,725
27,499
Other
8,543
18,110
Tax expense
$
216,797
$
223,779
See also Note 1 - Subsequent events.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company purchases insurance from an insurance company of which a former member of the Company’s Board of Directors is President Emeritus. The former board member sold his shares and resigned from the Board of Directors during the year ended September 30, 2017. The Company 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.
During the years ended September 30, 2017 and 2016, the Company paid $8,200 and $6,300, respectively, to 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.
During December 2017, and as discussed within Note 1 - Subsequent events, the Board of Directors voted to pay a bonus of $10,000 each to four Flanagin family members. Two of the members are employees of the Company and two are members of the Board of Directors.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None
Item 9A.
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, 2017, and based on such evaluation, our Chief Executive Officer concluded that such controls and procedures were ineffective as of September 30, 2017 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, 2017 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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, 2017. 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, 2017 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.
Item 9B. Other Information.
None
PART III
Item 10.
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.
Pharmacist, former owner of Hill Drug Company
69 - Chairman 		of Board of Directors since 1983;
and past manager of Revco Drug Store, Inc.
Member of Board since 1983; brother of President.
T. Greenlee 		Flanagin
Real estate
- President and CEO since 1983; member of
Board since 1983; brother of Chairman of Board.
John C. Bell, 		Jr.
Attorney at Law
69 - Vice President; Member of Board since 1983.
Robert M. 		Flanagin
Real estate agent
- Member of Board since 1987.
brother of President and Chairman.
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, 2017 the Company’s executive officers, directors and owners of more than 10% of its Common Stock complied with all filing requirements.
Item 11.
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
$ 		 45,789
September 30, 2017
T. 		Greenlee Flanagin
		$108,016
September 30, 2016
T. 		Greenlee Flanagin
$ 		13,705
September 30, 2015
No bonuses were awarded during the year ended September 30, 2017. Subsequent to year-end, a $10,000 bonus was awarded.
There were no annuity, pension or retirement benefits paid during the fiscal year ended September 30, 2017 and none are proposed to be paid to any officer or director of Security Land and Development Corporation for the year-end September 30, 2017. Included within the President’s salary is amounts to pay health insurance premiums for himself and his wife.
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 for months served.
Item 12.
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, 2017 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.
The Flanagin Family Group owns 2,183,795 common shares, which is approximately 58% of the Company’s 3,797,137 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, 2017, by Directors and executive officers:
The Flanagin Family Group and all Directors and Officers as a group beneficially own 2,470,360 common shares which is approximately 65% of the Company's 3,797,137 shares of common stock outstanding.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The Company purchased insurance from an insurance company of which a former 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.
During the year, the Company paid $8,200 to 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.
Item 14. Principal Accounting Fees and Services.
The accounting fees billed to the Company by Elliott Davis, LLC related to the Company’s fiscal years ended September 30, 2017 and 2016 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.
(i)
Audit Fees
$58,100
$53,750
(ii)
Audit Related Fees
-
-
(iii)
Tax Fees
$5,800
$5,500
(iv)
All Other Fees
-
-
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
a) Exhibits required by Item 601 of Regulation S-B.
EXHIBIT
NUMBER
DESCRIPTION
Computation of Earnings Per Share
Subsidiaries of the Registrant
31.1
Certification of Chief Executive Officer
32.1
Section 906 Certification of T. Greenlee Flanagin
The following financial information from Security Land and Development
Corporation’s Annual Report on Form 10-K for the year ended September 30,
2016 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 January 10,2018
T. GREENLEE FLANAGIN (Date)
President
Chief Executive Officer and Chief
Financial Officer
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. January 10, 2018
W. STEWART FLANAGIN, JR. (Date)
Chairman of Board
/s/ Robert M. Flanagin January 10, 2018
ROBERT M. FLANAGIN (Date)
Director and Secretary
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.