SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2001
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 1-9349
SIZELER PROPERTY INVESTORS, INC.
-----------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 72-1082589
--------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
---------------------------------------------- --------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 471-6200
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report.
Indicate by Check [x] 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _____ No _____
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
8,420,000 shares of Common Stock ($.0001 Par Value) were outstanding as of
November 9, 2001.
Page 1 of 12
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
----
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30 December 31
2001 2000
ASSETS (Unaudited) (Audited)
------------ ------------
Real estate investments (Note A):
Land $ 52,502,000 $ 52,461,000
Buildings and improvements, net of accumulated depreciation
of $83,980,000 in 2001 and $76,727,000 in 2000 211,094,000 219,571,000
Investment in real estate partnership 907,000 916,000
------------ ------------
264,503,000 272,948,000
Cash and cash equivalents 1,695,000 1,896,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $211,000 in 2001 and $331,000 in 2000 1,835,000 2,035,000
Prepaid expenses and other assets 8,577,000 8,538,000
------------ ------------
Total Assets $276,610,000 $285,417,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note C) $111,776,000 $113,163,000
Notes payable 31,512,000 35,716,000
Accounts payable and accrued expenses 3,874,000 6,701,000
Tenant deposits and advance rents 888,000 840,000
------------ ------------
148,050,000 156,420,000
Convertible subordinated debentures 61,878,000 61,878,000
------------ ------------
Total Liabilities 209,928,000 218,298,000
SHAREHOLDERS' EQUITY
Preferred stock, 40,000 shares authorized, none issued --- ---
Common stock, par value $.0001 per share, 53,960,000 shares
authorized, shares issued and outstanding - 8,368,000 in 2001
and 8,063,000 in 2000 1,000 1,000
Excess stock, par value $.0001 per share, 16,000,000 shares
authorized, none issued --- ---
Additional paid-in capital 121,917,000 119,312,000
Cumulative net income 42,336,000 39,713,000
Cumulative distributions paid (97,572,000) (91,907,000)
------------ ------------
66,682,000 67,119,000
------------ ------------
Total Liabilities and Shareholders' Equity $276,610,000 $285,417,000
============ ============
See notes to consolidated financial statements.
3
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(unaudited)
Quarter Ended Nine Months Ended
September 30 September 30
------------------------- -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
OPERATING REVENUE
Rents and other income $13,048,000 $13,056,000 $39,223,000 $38,196,000
Equity in income of
partnership 22,000 28,000 79,000 86,000
----------- ----------- ----------- -----------
13,070,000 13,084,000 39,302,000 38,282,000
----------- ----------- ----------- -----------
OPERATING EXPENSES
Management and leasing
fees 665,000 639,000 2,025,000 1,954,000
Utilities 556,000 687,000 1,725,000 1,656,000
Real estate taxes 972,000 953,000 2,948,000 2,843,000
Operations and maintenance 2,081,000 2,017,000 5,946,000 5,795,000
Administrative expenses 673,000 770,000 1,912,000 2,183,000
Other operating expenses 811,000 681,000 2,571,000 2,043,000
Depreciation and amortization 2,816,000 2,786,000 8,481,000 8,333,000
----------- ----------- ----------- -----------
8,574,000 8,533,000 25,608,000 24,807,000
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 4,496,000 4,551,000 13,694,000 13,475,000
Interest expense 3,742,000 4,031,000 11,581,000 11,838,000
----------- ----------- ----------- -----------
NET INCOME BEFORE GAIN ON
SALE OF REAL ESTATE 754,000 520,000 2,113,000 1,637,000
Gain on sale of real
estate 506,000 --- 506,000 ---
----------- ----------- ----------- -----------
NET INCOME $ 1,260,000 $ 520,000 $ 2,619,000 $ 1,637,000
=========== =========== =========== ===========
BASIC AND DILUTED EARNINGS
PER SHARE $ 0.15 $ 0.07 $ 0.32 $ 0.21
=========== =========== =========== ===========
WEIGHTED AVERAGE
Common shares outstanding 8,299,000 7,964,000 8,204,000 7,925,000
=========== =========== =========== ===========
See notes to consolidated financial statements.
4
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30
------------------------------
2001 2000
------------ ------------
OPERATING ACTIVITIES:
Net income $ 2,619,000 $ 1,637,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 8,481,000 8,333,000
Gain from sale of real estate (506,000) ---
Decrease in accounts receivable and accrued revenue 173,000 402,000
Increase in prepaid expenses and other assets (1,161,000) (356,000)
Decrease in accounts payable and accrued expenses (2,739,000) (1,045,000)
----------- ------------
Net Cash Provided by Operating Activities 6,867,000 8,971,000
----------- ------------
INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (4,577,000) (8,521,000)
Net proceeds from sale of real estate 5,825,000 ---
----------- ------------
Net Cash Provided by (Used in) Investing Activities 1,248,000 (8,521,000)
----------- ------------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable --- 26,400,000
Principal payments on mortgage notes payable (1,387,000) (1,429,000)
Net payments on notes payable to banks (4,204,000) (20,879,000)
Decrease (increase) in mortgage escrow deposits and debt issuance costs 335,000 (487,000)
Cash dividends to shareholders (5,665,000) (5,389,000)
Proceeds from issuance of shares of common stock pursuant to
direct stock purchase, stock option, and stock award plans 2,605,000 1,377,000
Purchases of Company's common stock --- (723,000)
----------- ------------
Net Cash Used in Financing Activities (8,316,000) (1,130,000)
----------- ------------
Net decrease in cash and cash equivalents (201,000) (680,000)
Cash and cash equivalents at beginning of period 1,896,000 1,337,000
----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,695,000 $ 657,000
=========== ============
Cash interest payments, net of capitalized interest $13,009,000 $ 13,282,000
=========== ============
See notes to consolidated financial statements
5
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2001
NOTE A -- BASIS OF PRESENTATION
As of September 30, 2001, the Company's real estate portfolio included interests
in fifteen shopping centers and fourteen apartment communities. The Company
holds, directly or indirectly through both wholly-owned subsidiaries and
majority-owned entities, a fee interest in twenty-seven of its properties, and
long-term ground leases on the remaining two properties - Southwood Shopping
Center in Gretna, Louisiana and Westland Shopping Center in Kenner, Louisiana.
Sixteen properties are held through partnerships and limited partnerships
whereby the majority owner is a wholly-owned subsidiary of Sizeler Property
Investors, Inc. The minority interests in these entities are held by third
party corporations who have contributed capital for their respective interests.
The other thirteen properties in the portfolio are held through wholly-owned
subsidiary corporations and limited liability companies. The Company, the
wholly-owned subsidiaries and majority-owned partnerships and limited
partnerships, are referred to collectively as the "Company".
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and with instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by GAAP for complete financial
statements. Furthermore, the preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could materially differ from those estimates.
Operating results for the nine-month period ended September 30, 2001, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. The consolidated balance sheet at December 31, 2000, has
been derived from the audited consolidated financial statements at that date,
but does not include all of the information and footnotes required by GAAP for
complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Sizeler
Property Investors, Inc. Annual Report on Form 10-K for the year ended December
31, 2000.
NOTE B -- RECLASSIFICATIONS
Certain reclassifications have been made in the 2000 Consolidated Financial
Statements to conform with the 2001 financial statement presentation.
NOTE C -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings and
improvements. At September 30, 2001, mortgage notes payable totalled
approximately $111.8 million. Individual notes ranged from $934,000 to $19.5
million, with fixed rates of interest ranging from 6.85% to 8.25% and maturity
dates ranging from May 1, 2008, to January 1, 2013. Net book values of
properties securing these mortgage notes payable totalled approximately $134.3
million at September 30, 2001, with individual property net book values ranging
from $2.2 million to $29.8 million.
In July, 2001, the Company refinanced a mortgage note maturing in September,
2001, and bearing an interest rate of 8.63%. The new loan has a principal
balance of $3.0 million, matures in 2011 and bears a fixed interest rate of
7.16%.
6
NOTE D -- SEGMENT DISCLOSURE
The Company is engaged in two operating segments, the ownership and rental of
retail shopping center properties and apartment properties. These reportable
segments offer different products or services and are managed separately as each
requires different operating strategies and management expertise. There are no
intersegment sales or transfers.
The Company assesses and measures segment operating results based on a
performance measure referred to as Net Operating Income and is based on the
operating revenues and operating expenses directly associated with the
operations of the real estate properties (excluding depreciation). Net
Operating Income is not a measure of operating results or cash flows from
operating activities as measured by GAAP, and is not necessarily indicative of
cash available to fund cash needs and should not be considered an alternative to
cash flows as a measure of liquidity.
The operating revenues, operating expenses, net operating income and real estate
investments for each of the reportable segments are summarized below for the
three- and nine-month periods ended September 30, 2001 and 2000.
Quarter Ended September 30 Nine Months Ended September 30
----------------------------- --------------------------------
Retail: 2001 2000 2001 2000
------------ ------------ ----------- -----------
Operating Revenue $ 7,012,000 $ 7,167,000 $21,356,000 $21,015,000
Operating Expenses (2,566,000) (2,519,000) (7,935,000) (7,246,000)
------------ ------------ ----------- -----------
Net Operating Income - Retail $ 4,446,000 $ 4,648,000 $13,421,000 $13,769,000
Apartments:
Operating Revenue $ 6,058,000 $ 5,916,000 $17,946,000 $17,267,000
Operating Expenses (2,519,000) (2,457,000) (7,280,000) (7,045,000)
------------ ------------ ----------- -----------
Net Operating Income - Apartments $ 3,539,000 3,459,000 $10,666,000 $10,222,000
Net Operating Income - Total $ 7,985,000 $ 8,107,000 $24,087,000 $23,991,000
Administrative expenses (673,000) (770,000) (1,912,000) (2,183,000)
Depreciation (2,816,000) (2,786,000) (8,481,000) (8,333,000)
------------ ------------ ----------- -----------
Income From Operations $ 4,496,000 $ 4,551,000 $13,694,000 $13,475,000
============ ============ =========== ===========
September 30
----------------------------
2001 2000
------------ ------------
Gross Real Estate Investments:
Retail $210,007,000 $211,556,000
Apartments 138,476,000 136,148,000
------------ ------------
$348,483,000 $347,704,000
============ ============
NOTE E -- RELATED PARTY TRANSACTION
In October, 2001 the Company completed the acquisition of Sizeler Real Estate
Management Co., Inc. from Sizeler Realty Co., Inc. Sizeler Real Estate
Management Co., Inc. has been the third party property manager since 1986 and
will operate as a wholly-owned subsidiary of Sizeler Property Investors, Inc.
The acquisition was unanimously approved by all the independent directors at the
full Board meeting. In accordance with accounting requirements, any difference
between the net asset valuation of the acquired assets and the total of the
purchase price plus acquisition costs will be a nonrecurring charge to
operations in the fourth quarter of 2001. Information on Sizeler Realty Co.,
Inc. and Sizeler Real Estate Management Co., Inc. can be found in the Company's
previously filed Form 10-K's and proxy statements.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
Total operating revenues were approximately $13.1 million for the three month
periods ended September 30, 2001 and 2000. At September 30, 2001, retail and
apartment properties were 92% and 97% leased, respectively, generating operating
revenues of $7.0 million and $6.1 million, respectively. Third quarter
operating costs increased modestly over the 2000 level, principally due to
increased insurance costs. Net operating income approximated $8.0 million for
the three months ended September 30, 2001 and 2000.
On August 1, 2001, the Company sold its Camelot Plaza Shopping Center, located
in San Antonio, Texas. The 91,000 s.f. property was originally acquired in 1992
and renovated most recently in 1999 with the addition of a freestanding
Walgreen's store. The proceeds from the sale resulted in a net gain of
approximately $506,000, which will be treated for income tax purposes as a
reclassification of a portion of the dividend from ordinary income to capital
gain. The net cash proceeds from the sale were used to reduce floating rate
bank debt and for general corporate purposes.
Interest expense for the three months ended September 30, 2001 decreased
$289,000 from the prior year. The reduction in interest expense was the result
of the combination of lower interest rates paid by the Company and the reduced
level of the Company's floating rate bank debt.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
For the nine months ended September 30, 2001 total operating revenues increased
approximately $1.0 million or 3% to $39.3 million, compared to $38.3 earned for
the same period of 2000. Operating revenues increased due to consistently high
occupancy levels for both the retail shopping centers and apartment properties,
together with market sustained rent increases and new retail leases,
particularly the leasing of a newly developed 44,300 s.f. Publix Supermarket at
the Town and Country Power Shopping Center in Palatka, Florida, which opened for
business in August, 2000. Operating revenue for retail shopping centers and
apartment properties was $21.4 million and $17.9 million, respectively. Revenue
growth over the first nine months was partially offset by increased operating
costs, in particular utilities, real estate taxes and insurance costs. Net
operating income for the nine months ended September 30, 2001 totaled $24.1
million, compared to $24.0 million earned a year ago.
Interest expense for the nine months ended September 30, 2001 decreased $257,000
from the prior year. The reduction in interest expense was the result of the
combination of lower interest rates paid by the Company and the reduced level of
the Company's floating rate bank debt.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating
requirements, debt service obligations, and distributions to shareholders. In
addition, the Company maintains unsecured credit lines with commercial banks,
which it utilizes to supplement cash provided by operating activities and to
initially finance the cost of property development and redevelopment activities,
portfolio acquisitions and other expenditures. At September 30, 2001, the
Company had $1,695,000 in cash and cash equivalents and $50 million in committed
bank lines of credit facilities, of which approximately $18.5 million was
available. Utilization of the bank lines is subject to certain restrictive
covenants that impose maximum borrowing levels by the Company through the
maintenance of certain prescribed financial ratios.
Net cash flows provided by operating activities decreased $2.1 million in 2001
compared to the same period in 2000. The decrease was principally attributable
to a decrease in short-term payables and an increase in prepaid insurance costs
in 2001.
Net cash flows provided by investing activities increased approximately $9.8
million in 2001 from 2000, primarily attributable to the sale of one of the
Company's shopping centers as discussed above. Total net cash provided by
investing activities totaled $1.2 million during the nine months ended September
30, 2001. Comparatively, cash flows used in the
8
acquisition of and improvement to real estate investments in the prior year,
totaled $8.5 million, due in part to the development of the 44,300 s.f. Publix
Supermarket at the Company's Town and Country Shopping Center in Palatka,
Florida.
Net cash flows used in financing activities increased $7.2 million in 2001 from
2000 due to (i) no new mortgage financings being completed in the first nine
months of 2001 as compared to the prior year's issuance of mortgage notes
payable totaling $26.4 million and the subsequent paydown of notes payable to
banks, mortgage notes payable and related debt issuance costs; (ii) increased
cash dividends to shareholders of $276,000; (iii) increase in cash proceeds of
approximately $1.2 million from the issuance of common stock pursuant to the
direct stock purchase and dividend reinvestment plan; and (iv) pursuant to the
company's stock repurchase program initiated in 1995, the Company repurchased
90,000 fewer shares than in 2000, at an approximate cost of $723,000.
As of September 30, 2001, fourteen of the Company's properties, comprising
approximately 50% of its gross investment in real estate, were subject to a
total of $111.8 million in mortgage obligations, all of which are long-term,
non-recourse and bear fixed rates of interest for fixed terms. The remaining
fifteen properties and vacant parcels of land in the portfolio are currently
unencumbered by debt. The Company anticipates that its current cash balance,
operating cash flows, and borrowing capacity (including borrowings under its
lines of credit) will be adequate to fund the Company's future (i) operating and
administrative expenses, (ii) debt service obligations, (iii) distributions to
shareholders, (iv) development activities, (v) capital improvements on existing
properties, and (vi) typical repair and maintenance expenses at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon funds from operations, as well as other factors. As
funds from operations excludes the deduction of certain non-cash charges,
principally depreciation on real estate assets, quarterly dividends will
typically be greater than net income and may include a tax-deferred return of
capital component. Additionally, in 2001, a portion of the dividend will
include capital gain from the sale of a property completed during the third
quarter of the year. The Board of Directors, on November 8, 2001, declared a
cash dividend of $0.23 per share for the period July 1, 2001 through September
30, 2001, payable on December 6, 2001 to shareholders of record as of November
27, 2001.
9
FUNDS FROM OPERATIONS
Real estate industry analysts and the Company utilize the concept of funds from
operations as an important analytical measure of a Real Estate Investment
Trust's financial performance. The Company considers funds from operations in
evaluating its operating results and its dividend policy, as previously
mentioned, is also based, in part, on the concept of funds from operations.
Funds from operations (FFO) is defined by the Company and the National
Association of Real Estate Investment Trusts (NAREIT) as net income, excluding
gains or losses from sales of property and those items defined as extraordinary
under accounting principles generally accepted in the United States of America,
plus depreciation on real estate assets and after adjustments for unconsolidated
partnerships to reflect funds from operations on the same basis. Funds from
operations do not represent cash flows from operations as defined by GAAP, nor
is it indicative that cash flows are adequate to fund all cash needs, including
distributions to shareholders. Funds from operations should not be considered
as an alternative to net income as defined by GAAP or to cash flows as a measure
of liquidity. A reconciliation of net income to basic funds from operations is
presented below (in thousands):
Quarter Ended September 30
-----------------------------------------------------------------------------
2001 2000
----------------------------- ------------------------------
($000) Shares ($000) Shares
-------- ------- --------- -------
NET INCOME $ 1,260 8,299 $ 520 7,964
Additions:
Depreciation 2,816 2,786
Partnership depreciation 9 9
Deductions:
Minority depreciation 13 13
Gain on sale of real estate 506 ---
Amortization costs 159 148
-------- ------- --------- -------
$ 3,407 8,299 $3,154 7,964
======== ======= ========= =======
Nine Months Ended September 30
-----------------------------------------------------------------------------
2001 2000
----------------------------- ------------------------------
($000) Shares ($000) Shares
-------- ------- --------- -------
NET INCOME $ 2,619 8,204 $1,637 7,925
Additions:
Depreciation 8,481 8,333
Partnership depreciation 26 26
Deductions:
Minority depreciation 38 37
Gain on sale of real estate 506 ---
Amortization costs 473 431
-------- ------- --------- -------
FUNDS FROM OPERATIONS - BASIC $10,109 8,204 $9,528 7,925
======== ======= ========= =======
EFFECTS OF INFLATION
Substantially all of the Company's retail leases contain provisions designed to
provide the Company with a hedge against inflation. Most of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. The majority of
the Company's retail leases are for terms of less than ten years, which allows
the Company to adjust rentals to changing market conditions.
10
In addition, most retail leases require tenants to pay a contribution towards
property operating expenses, thereby reducing the Company's exposure to higher
costs caused by inflation. The Company's apartment leases are written for short
terms, generally six to twelve months, and are adjusted according to changing
market conditions.
FUTURE RESULTS
This Form 10-Q and other documents prepared and statements made by the Company,
may contain certain forward-looking statements that are subject to risk and
uncertainty. Investors and potential investors in the Company's securities are
cautioned that a number of factors could adversely affect the Company and cause
actual results to differ materially from those in the forward-looking
statements, including, but not limited to (a) the inability to lease current or
future vacant space in the Company's properties; (b) decisions by tenants and
anchor tenants who own their space to close stores at the Company's properties;
(c) the inability of tenants to pay rent and other expenses; (d) tenant
financial difficulties; (e) general economic and world conditions, including
threats to the United States homeland from unfriendly factions; (f) decreases in
rental rates available from tenants; (g) increases in operating costs at the
Company's properties; (h) lack of availability of financing for acquisition,
development and rehabilitation of properties by the Company; (i) possible
dispositions of mature properties since the Company is continuously engaged in
the examination of its various lines of business; (j) increases in interest
rates; (k) a general economic downturn resulting in lower retail sales and
causing downward pressure on occupancies and rents at retail properties; as well
as (l) the adverse tax consequences if the Company were to fail to qualify as a
REIT in any taxable year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We incorporate by reference the disclosure contained in Item 7a, Quantitative
and Qualitative Disclosures About Market Risk, of the Company's Form 10-K, for
the year ended December 31, 2000. There have been no material changes during
the first nine months of 2001.
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or
to which any of its properties is subject, which in the opinion of
management and its litigation counsel has resulted or will result in any
material adverse effect on the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
None
11
SIGNATURE
---------
Pursuant to the requirements 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.
SIZELER PROPERTY INVESTORS, INC.
-------------------------------
(Registrant)
By: /S/ ROBERT A. WHELAN
------------------------
Robert A. Whelan
Chief Financial Officer
Date: November 12, 2001
12