SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2001 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
2542 Williams Blvd. 70062
Kenner, Louisiana (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (504) 471-6200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $.0001 par value New York Stock Exchange
8% Convertible Subordinated
Debentures, due 2003 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---
Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of
the Registration S-K ((S) 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statement incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K (X)
-
The aggregate market value of voting stock held by non-affiliates of the
registrant was $108,995,000 at March 4, 2002.
The number of shares of common stock outstanding at March 4, 2002, was
12,475,410.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for the annual meeting
of its shareholders to be held in May 2002 are incorporated by reference in Part
III of this report.
PART I
Item 1. Business
The Company
Sizeler Property Investors, Inc. (the "Company") was organized as a Delaware
corporation with perpetual existence on October 28, 1986. In May 2001,
shareholders approved a proposal, reincorporating the Company as a Maryland
corporation by merger of the Company into a newly formed wholly-owned
subsidiary of the Company incorporated in Maryland.
The Company is a self-administered, in that it provides its own investment and
administrative services internally, and self-managed, in that it provides
property management services internally, real estate investment trust (REIT),
which focuses on income producing retail shopping centers and apartment
communities in the gulf-coast region of the southeastern United States. At
December 31, 2001, the Company's investment portfolio included interests in
three enclosed shopping malls, three power shopping centers, nine community
shopping centers, and fourteen apartment communities. The properties are located
in Louisiana (15), Florida (10), and Alabama (4). Leaseable area of the retail
properties totalled approximately 2.6 million s.f. and the apartment communities
contained 3,398 units. At December 31, 2001, the Company's retail and apartment
properties were approximately 91% and 95% leased, respectively. The Company
defines "leased" as an executed conveyance whereby the tenant possesses the
premises, including those in which the tenant may not have commenced occupancy
or rental payments.
The Company has elected to qualify and be treated as a REIT under the Internal
Revenue Code of 1986, as amended (the "Code"), and intends to maintain its
qualification as a REIT in the future. As a qualified REIT, with limited
exceptions, the Company will not be taxed under federal and certain state income
tax laws at the corporate level on taxable income that it distributes to its
shareholders. For special tax provisions applicable to REITs, refer to Sections
856-860 of the Code.
Investment Objective and Strategic Plan
Sizeler's primary objective is to increase shareholder value through an
effective value-added asset management program which emphasizes increasing funds
from operations, the appreciation of property values and the selective
development of new properties.
The Company owns approximately 93 acres of land in proximity or adjacent to
existing properties which is available for development. In 2002, the Company
anticipates the commencement of development of the second phase of the Governors
Gate apartment community in Pensacola, Florida and a new apartment community in
proximity to North Shore Square Mall in Slidell, Louisiana, totalling
approximately 350 units. The current estimated cost of these new developments is
approximately $25 million. The Company may also make selective property
acquisitions and participate with other entities in property ownership, through
joint ventures or other types of co-ownership.
The Company's strategy for growth is to (1) control and develop sites in
proximity or adjacent to existing properties in our targeted geographic markets;
(2) improve the operating performance of our properties through effective and
efficient leasing and management programs; (3) implement programs of
redevelopment or expansion of certain properties; and (4) acquire shopping
center and apartment properties in the strongest submarkets within our targeted
geographic markets.
Sizeler Property Investors, Inc. has a general goal of balancing its portfolio
between retail shopping centers and apartment communities. The Company believes
its investment in both retail shopping centers and apartment communities, which
provide basic necessary services for everyday living, generates a stable revenue
stream that reduces exposure to economic downturns. At December 2001,
approximately 60% of the portfolio consisted of investments in retail properties
(which accounted for approximately 55% of total revenues) and 40% consisted of
investments in apartment communities (which accounted for approximately 45% of
total revenues).
The Company believes its regional concentration and substantial knowledge of the
markets in which it operates affords a competitive advantage in the
identification of real estate trends and investment opportunities within these
markets.
2
This advantage should enhance the Company's overall strategy to increase cash
flow and portfolio value through:
.. Maximizing rental income by achieving an optimum level of rental rates and
occupancy levels;
.. Operating properties in a cost-effective manner;
.. Renovating properties in order to maintain and improve our competitive
position and performance in the marketplace; and
.. Assessing the most cost-effective sources of capital to finance properties.
Numerous factors are considered in the evaluation of potential real estate
investments including, but not limited to, the following:
.. Acquisition and/or development cost and initial cash flow in relation to
yield objective;
.. The presence of or proximity to potential environmental issues;
.. Current and historical occupancy levels;
.. Current and historical sales levels of retail tenants;
.. Other characteristics of existing tenants, including credit-worthiness;
.. The potential to increase cash flow through effective property management;
.. Geographic area and demographic profile;
.. Property size and composition of tenants;
.. Availability of financing, including the possibility of assuming existing
financing or the potential for refinancing;
.. Condition, quality of design, construction and other physical attributes;
.. Level of real property taxes and property insurance and the ability to pass
through these costs to tenants;
.. Current and expected economic environment of local and regional real estate
markets;
.. Anticipated future treatment under applicable federal, state and local tax
laws and regulations; and
.. Potential for appreciation in value.
The Company holds its properties as long-term investments and has no maximum
holding period, but may determine to sell certain properties that no longer meet
its investment criteria. The Company may provide financing in connection with
such sales of property if market conditions so require, but it does not
presently intend to make loans other than in connection with such transactions.
The Company has no present intention of underwriting securities of other
issuers. The strategies and policies set forth above were determined and are
subject to review by the Company's Board of Directors, which may change such
strategies or policies based upon its evaluation of the state of the real estate
market, the performance of the Company's assets, capital and credit market
conditions, and other relevant factors. The Company provides annual reports to
its stockholders, which contain financial statements audited by the Company's
independent public accountants.
Competition
Competition in the market areas in which the Company operates is significant and
affects acquisitions and/or development of properties, occupancy levels, rental
rates, and operating expenses of certain properties. The Company also competes
with a wide variety of institutions and other investors for capital funds
necessary to support its investment activities and asset growth.
The Company believes that the significant operating and financial experience of
management, combined with the Company's regional concentration, as well as the
location, quality, condition, and overall appearance of its properties, which
affect the attraction and retention of its tenants, should enable the Company to
continue to compete effectively with other entities.
Environmental Matters
Investments in real property have the potential for environmental liability on
the part of the owner of such property. The Company is not aware of any
environmental liabilities to the Company relating to the Company's investment
properties which would have a material adverse effect on the Company's business,
assets, or results of operations.
3
The Company's guidelines require a Phase I environmental study prior to the
acquisition or development of a property that, because of its prior use or its
proximity to other properties with environmental risks, may be subject to
possible environmental hazards. Where determined appropriate by a Phase I study,
a more extensive evaluation may be undertaken to further investigate the
potential for environmental liability prior to an investment in a property. The
Company does not presently maintain insurance coverage for environmental
liabilities.
Executive Officers
The Company is self-administered and does not engage a separate advisor or pay
an advisory fee for administrative or investment services. Management of the
Company is provided by its officers. The executive officers of the Company are
elected annually by, and serve at the discretion of, the Board of Directors.
The executive officers of the Company are as follows:
Name Age Position(s) with the Company
---- --- ----------------------------
Sidney W. Lassen................. 67 Chairman of the Board and Chief Executive Officer
Thomas A. Masilla, Jr............ 55 Vice Chairman of the Board, President, and Principal Operating Officer
Robert A. Whelan................. 34 Chief Financial Officer
James W. Brodie.................. 33 Secretary and Vice President of Acquisition and Development
Sidney W. Lassen has served as Chairman of the Board and Chief Executive Officer
since the Company's inception in 1986, and has been involved in the acquisition,
development, management, and disposition of shopping center and apartment
properties for over 40 years. Mr. Lassen previously served as a trustee of the
International Council of Shopping Centers, the national association for the
shopping center industry, and as Chairman, President, and Chief Executive
Officer of Hibernia National Bank and Hibernia Corporation. He is also Chairman
of the Board and Chief Executive Officer of Sizeler Realty Co., Inc. and serves
as a Director of Hibernia Corporation. Mr. Lassen also serves on the Board of
Administrators of Tulane University and is Chairman of both the Finance and Bond
Committee and the Real Estate Committee of the Board of Administrators of Tulane
University.
Mr. Masilla, a formerly practicing certified public accountant, was elected to
the position of Vice Chairman of the Company in 1994, Principal Operating
Officer and President in 1995, and has been a member of the Company's Board of
Directors since 1986. Mr. Masilla has been a corporate executive and manager for
more than 30 years, with extensive experience in both the real estate and
commercial bank industries.
Mr. Whelan joined the management team as Chief Financial Officer in May 1999 and
was a real estate consultant with Ernst & Young/Kenneth Leventhal Real Estate
Group prior to joining the Company. Mr. Whelan has extensive experience in
acquisition, disposition, management, financing, and auditing of real estate
properties.
Mr. Brodie has served as Vice-President since 1991 and secretary since 1999. He
has been involved in the acquisition, development, management, and disposition
of shopping center and apartment properties since he joined the company in May
1989.
Property Management
On October 5, 2001, the Company became self-managed as a result of the
acquisition of Sizeler Real Estate Management Co., Inc. (the "Management
Company") from Sizeler Realty Co., Inc. The Management Company had been property
manager since the inception of the Company in 1986. As a result of the
transaction, the Management Company will operate as a wholly-owned subsidiary of
the Company. The transaction was approved unanimously by the Company's Board of
Directors, after receiving the advice of a committee of independent directors
and a fairness opinion from an independent financial advisor.
4
Economic Conditions
The Company is affected by national and local economic conditions and changes in
the real estate and capital markets. The financial performance of the retail
properties are partially dependent upon the strength of retail sales, which are
directly affected by trends in employment and personal income. Apartment
properties are affected by market conditions, economic trends, and employment
conditions in the communities in which they are located.
Fifteen of the Company's properties, comprising approximately 46% of its
investment portfolio, are located in Louisiana. The Louisiana economy, since the
late 1980's, has experienced positive growth as reflected in higher levels of
employment and an increase in general economic activity. The national and global
economies also have an impact on Louisiana, particularly as they affect the
tourism, convention, energy, and port industries, which are important segments
of the Louisiana economy.
Nine of the Company's properties, comprising approximately 41% of its investment
portfolio, are located in Florida. The Florida economy was historically
dominated by farming; however, in recent years it has greatly expanded into
other economic sectors. While the state still leads the southeast in farm
income, tourism is the leading economic sector. Construction, software
production, manufacturing and health technology also contribute heavily to the
Florida economy.
To diversify its portfolio and reduce the risks of geographic concentration and
economic dependency on a primary industry, the Company began a program in 1988
of acquiring properties in other states in the Gulf South region. As of the date
of this filing, the Company has properties in Louisiana (46%), Florida (41%),
and Alabama (13%).
Item 2. Properties
As of December 31, 2001, the Company's real estate portfolio included interest
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 the 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 the
Company. 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". Fourteen of the
Company's properties were subject to mortgage loans at December 31, 2001.
In the opinion of Management, all of the Company's properties are well
maintained and in good repair, suitable for their intended uses, and are
adequately covered by insurance.
5
The following table sets forth certain information concerning the Company's real
estate investments as of December 31, 2001:
Percent
Gross Leasable Area Leased (c)
Year (s) Year (s) in Square Feet or December 31
-----------
Description Completed Renovated Rentable Units 2001 2000
----------- --------- --------- -------------- ---- ----
Regional Enclosed Malls (3)
---------------------------
Hammond Square 1978 1992, 1995 361,000 87% 88%
(Hammond, Louisiana) 431,000(a)
North Shore Square 1986 1995, 2001 355,000 98% 98%
(Slidell, Louisiana) 623,000(a)
Southland Mall 1970, 1981 1994 431,000 93% 95%
(Houma, Louisiana) 585,000(a)
Power Shopping Centers (3)
--------------------------
Lantana Plaza 1992 1999 274,000 98% 98%
(Palm Beach County, Florida)
Town & Country 1989 2000 199,000 82% 82%
(Palatka, Florida)
Westward 1961, 1990 1995, 2000 221,000 78% 98%
(W. Palm Beach, Florida)
Community Shopping Centers (9)
------------------------------
Airline Park 1973 1986, 2001 54,000 92% 61%
(Metairie, Louisiana)
Azalea Gardens 1950 1986 45,000 100% 100%
(Jefferson, Louisiana)
Colonial 1967 1987, 1999 45,000 100% 100%
(Harahan, Louisiana)
Gonzales Plaza 1989 --- 73,000 29% 29%
(Gonzales, Louisiana) 290,000(a)
Rainbow Square 1986 2001 75,000 99% 99%
(Dunnellon, Florida) 117,000(a)
Southwood (b) 1986 2001 40,000 100% 100%
(Gretna, Louisiana)
Weeki Wachee Village 1987 2000 82,000 92% 86%
(Weeki Wachee, Florida)
Westgate 1964 1987, 2001 208,000 98% 98%
(Alexandria, Louisiana)
Westland 1966 1990, 1999 109,000 99% 99%
(Kenner, Louisiana) ---------- ---- ----
2,572,000 91% 92%
========== ==== ====
Apartment Communities (14)
-------------------------
Bel Air 1968, 1974 --- 202 units 94% 94%
(Mobile, Alabama)
Bryn Mawr 1991 1999 240 units 99% 99%
(Naples, Florida)
Colonial Manor 1967 1994 48 units 100% 98%
(Harahan, Louisiana)
Garden Lane 1966, 1971 1999 262 units 98% 98%
(Gretna, Louisiana)
Georgian 1951 1993 135 units 93% 100%
(New Orleans, Louisiana)
Governors Gate 1999 --- 240 units 98% 92%
(Pensacola, Florida)
Hampton Park 1977 1995 300 units 94% 95%
(Mobile, Alabama)
Jamestown Estates 1972 --- 177 units 98% 98%
(Pensacola, Florida)
Lafayette Square 1969-1972 1995, 1999 675 units 90% 96%
(Mobile, Alabama)
Lakeview Club 1992 --- 443 units 96% 100%
(Ft. Lauderdale, Florida)
Magnolia Place 1984 --- 148 units 96% 92%
(New Iberia, Louisiana)
Pine Bend 1979 --- 152 units 96% 95%
(Mobile, Alabama)
Steeplechase 1982 --- 192 units 95% 96%
(Lafayette, Louisiana)
Woodcliff 1977 1999 184 units 97% 95%
(Pensacola, Florida) ----------- ---- ----
3,398 units 95% 97%
=========== ==== ====
6
(a) The larger number is the total area of the indicated center, including
owner-occupied stores in which the Company has no ownership interest.
Hammond Square and Southland Mall have stores owned by Dillard Department
Stores, Inc., comprising 70,000 s.f. and 154,000 s.f. of space,
respectively; North Shore Square Mall has stores owned by Dillard Department
Stores, Inc. comprising 116,000 s.f. and 77,000 s.f. of space, and Mervyn's
comprising 75,000 s.f. of space; Gonzales Plaza and Rainbow Square Shopping
Centers have stores owned by Wal-Mart Stores, Inc., comprising 217,000 s.f.
and 42,000 s.f. of space, respectively.
(b) The Company has a 50% partnership interest in Southwood Shopping Center.
(c) The Company defines "leased" as an executed conveyance whereby the tenant
possesses the premises, including those in which the tenant may not have
commenced occupancy or rental payments. Percent leased for retail is
computed as the ratio of total space leased, including anchor stores, to
total leasable space, expressed as a percentage. The computation excludes
owner-occupied stores in which the Company has no ownership interest.
Item 3. Legal Proceedings
The Company is not presently involved in any material litigation nor, to its
knowledge, is any material litigation threatened against the Company or its
properties. The Company is presently, and from time to time, subject to claims
and lawsuits arising in the ordinary course of business, which are routine in
nature or expected to be covered by the Company's liability insurance.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 2001.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
The Company's shares of common stock ("shares") are listed for trading on the
New York Stock Exchange under the symbol "SIZ".
The following table sets forth the high and low sales price of the shares for
the periods indicated, as reported by the New York Stock Exchange, and the
dividends paid per share in such periods.
Dividends
High Low Paid
---- --- ----
2001
----
1st Quarter.............................. $ 8.82 $ 6.94 $0.23
2nd Quarter.............................. 9.76 8.31 0.23
3rd Quarter.............................. 10.33 8.60 0.23
4th Quarter.............................. 10.00 8.50 0.23
2000
----
1st Quarter.............................. $ 8.56 $ 6.38 $0.22
2nd Quarter.............................. 7.81 6.44 0.23
3rd Quarter.............................. 8.50 7.38 0.23
4th Quarter.............................. 7.88 6.88 0.23
As of March 4, 2002, there were 684 individually listed owners of record of the
Company's shares. Approximately 91% of the Company's outstanding shares are held
in nominee name by CEDE & Co., which is accounted for as a single shareholder of
record for multiple beneficial owners. CEDE & Co. is a nominee of the Depository
Trust Company (DTC), with respect to securities deposited by participants with
DTC, e.g., mutual funds, brokerage firms, banks, and other financial
organizations.
7
The Company has paid dividends in each quarter since its inception as a publicly
owned company in 1987, with a cumulative total of approximately $100 million
paid to shareholders over this time period.
Under the REIT rules of the Internal Revenue Code, the Company must pay at least
90% of its ordinary taxable income as dividends in order to avoid taxation as a
regular corporation. The declaration of dividends is a discretionary decision of
the Board of Directors and depends upon the Company's funds from operations,
financial requirements, tax considerations, and other factors. A portion of the
Company's dividends paid may be deemed capital gain income, a return of capital,
or both, to its shareholders. The Company annually provides its shareholders a
statement as to its designation of the taxability of the dividend.
The federal income tax status of dividends per share paid for each of the five
years ended December 31 was as follows:
2001 2000 1999 1998 1997
----- ----- ----- ----- -----
Ordinary Income $0.54 $0.54 $0.54 $0.62 $0.54
Return of Capital 0.30 0.37 0.34 0.27 (a) 0.34
Capital Gain 0.08 --- --- --- ---
----- ----- ----- ----- -----
Total $0.92 $0.91 $0.88 $0.89 $0.88
===== ===== ===== ===== =====
(a) Includes a $0.01 per share distribution for the redemption of
stock purchase rights in connection with the Company's adoption of
a replacement shareholder rights plan.
The Company has a dividend reinvestment plan pursuant to which the Company's
shareholders of record may use their dividends to purchase additional shares.
The Company has reserved shares for issuance under plan and may also direct the
agent to acquire additional shares through open market purchases for issuance
pursuant to the plan.
Item 6. Selected Financial Data
The following table sets forth selected consolidated financial data (in
thousands, except per share data) for the Company and its subsidiaries and
should be read in conjunction with the consolidated financial statements and
notes thereto included herein:
8
Year Ended December 31
--------------------------------------------------------------------
OPERATING DATA/(1)/ 2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- ------------
Operating Revenue
Rents and other income $ 52,458 $ 51,324 $ 49,848 $ 47,680 $ 46,349
Equity in income of partnership 98 117 121 111 94
----------- ----------- ----------- ----------- -----------
52,556 51,441 49,969 47,791 46,443
Operating Expenses/(2)/ (35,619) (33,263) (32,604) (30,481) (29,280)
----------- ----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 16,937 18,178 17,365 17,310 17,163
Interest expense (15,240) (15,850) (15,018) (14,554) (14,608)
----------- ----------- ----------- ----------- -----------
NET INCOME BEFORE GAIN ON SALE OF REAL ESTATE 1,697 2,328 2,347 2,756 2,555
Gain on sale of real estate 506 --- --- --- ---
----------- ----------- ----------- ----------- -----------
NET INCOME $ 2,203 $ 2,328 $ 2,347 $ 2,756 $ 2,555
=========== =========== =========== =========== ===========
Funds From Operations - Basic/(3)/ $ 13,694 $ 12,907 $ 12,603 $ 12,284 $ 11,509
Funds From Operations - Diluted/(4)/ $ 18,888 $ 18,101 $ 17,868 $ 17,562 $ 16,787
Net Cash Provided by (Used in):
Operating Activities $ 11,338 $ 14,010 $ 13,193 $ 12,456 $ 12,945
Investing Activities $ (2,067) $ (10,496) $ (9,925) $ (16,966) $ (6,757)
Financing Activities $ (9,939) $ (2,955) $ (3,081) $ 4,532 $ (5,528)
Dividends Paid $ 7,601 $ 7,234 $ 6,938 $ 7,330 $ 7,413
Per Share Data:
Net Income $ 0.27 $ 0.29 $ 0.30 $ 0.33 $ 0.30
Dividends Paid $ 0.92 $ 0.91 $ 0.88 $ 0.88 $ 0.88
Weighted Average Shares Outstanding 8,313 7,950 7,888 8,331 8,423
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- -----------
BALANCE SHEET DATA
Gross Investment in Real Estate $ 350,284 $ 349,675 $ 339,306 $ 329,390 $ 311,216
Total Assets 278,034 285,417 284,943 284,935 275,485
Mortgage Notes Payable 111,223 113,163 84,712 89,869 90,615
Notes Payable 2,390 35,716 59,988 49,178 32,342
Convertible Subordinated Debentures 61,878 61,878 61,878 62,878 62,878
Total Liabilities 183,355 218,294 213,986 208,718 190,958
Shareholders' Equity 94,679 67,123 70,957 76,217 84,527
________________
(1) See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information regarding factors such as property
development and other transactions which have affected operating
performance during the periods indicated.
(2) In 2001, the Company recorded a non-recurring charge of $1.2 million
related to the acquisition of the Management Company.
(3) Funds from Operations (FFO) is defined by the Company 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 (GAAP), certain non-recurring charges, plus
depreciation on real estate assets and after adjustments for
unconsolidated partnerships to reflect funds from operations on the same
basis.
(4) Diluted funds from operations reflects the adjustments that would occur
if securities or other contracts to issue common stock were exercised or
converted into common stock. The calculation assumes the conversion of
the Company's convertible subordinated debentures and the related
reduction in interest expense and deferred bond issuance amortization
costs.
9
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview
The following discussion should be read in conjunction with the consolidated
financial statements and notes thereto appearing elsewhere in this Annual Report
on Form 10-K. Historical results and percentage relationships, including trends
which might appear, set forth in the consolidated statements of income contained
in the consolidated financial statements, should not be taken as indicative of
future operating results.
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 property was the Company's only holding in the state of
Texas and its sale represented the disposition of a mature property in a market
not part of the Company's current geographic focus. The sale resulted in a net
gain of approximately $506,000.
On October 5, 2001, the Company completed the acquisition of Sizeler Real Estate
Management Co., Inc. from Sizeler Realty Co., Inc. The purchase price for this
acquisition was approximately $3 million in cash. For the year ended
December 31, 2000, the Company paid Sizeler Real Estate Management Co., Inc.
approximately $3 million in management fees and leasing commissions and
reimbursement of legal and administrative costs. Financial reporting requires
that any difference between the net asset valuation of the assets acquired and
the total of the purchase price plus acquisition costs be recognized as a non-
recurring charge to operations. In compliance with reporting requirements, the
Company recorded a non-recurring charge to operations of $1.2 million in the
quarter ended December 31, 2001.
In December, 2001, the Company raised approximately $29 million of new equity
from the issuance of 3,450,000 new shares of common stock. The proceeds from the
offering were initially used to pay down floating rate bank debt.
The Company's real estate investment portfolio is composed of fifteen retail
properties and fourteen apartment communities. As of December 31, 2001, the
Company's gross investment in real estate totalled $350 million and consisted of
approximately 60%, or $211 million, in retail properties and approximately 40%,
or $139 million, in apartment communities. Total revenue for 2001 was $52.6
million, and consisted of approximately 55%, or $28.6 million, generated by the
retail properties, and approximately 45%, or $24.0 million, generated by the
apartment communities.
Results of Operations
Comparison of the years ended December 31, 2001, and 2000
Operating revenues totaled $52.6 million for the twelve months ended December
31, 2001, compared to $51.4 million earned a year ago, an increase of
approximately $1.2 million. Operating revenue for retail shopping centers and
apartment communities was $28.6 million and $24.0 million, respectively. The
increase in revenue was due to relatively high occupancy levels coupled with
increased apartment rental rates. In the fourth quarter of 2001, the Company
recorded a non-recurring charge to operations of $1.2 million, related to the
acquisition of the management company. Operating expenses, excluding the effects
of this acquisition were $17.7 million in 2001, compared to $16.8 million in
2000. This increase in operating costs was due in particular, to higher real
estate taxes and insurance costs. Net Operating Income increased 3% to $32.8
million in 2001, compared to $32.0 million in 2000.
Net Operating Income (NOI) is another measurement of financial performance used
by the Company, and is based on the operating revenues and operating expenses
directly associated with the operations of the real estate properties (excluding
administrative expenses, depreciation and amortization and interest expense).
NOI is calculated as operating revenues less operating expenses directly related
to the operations of the real estate properties, before administrative,
depreciation, amortization and interest expenses.
10
In August 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 property was the Company's only holding in the state of Texas and its
sale represented the disposition of a mature property in a market not part of
the Company's current geographic focus. The sale resulted in a net gain of
approximately $506,000, which was 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 reflected a decrease of $610,000 from the prior year due to a
combination of lower interest rates and the reduced level of the Company's
floating rate bank debt as a result of the usage of proceeds from the sale of
Camelot Shopping Center and the public common equity offering. The Company's
floating rate bank debt totaled $2.4 million at December 31, 2001 compared to
$35.7 million in 2000. The average bank borrowings in 2001 were approximately
$31.8 million, with an average interest rate of 6.2%, as compared to $47.3
million, with an average rate of 7.9% in 2000.
Comparison of the years ended December 31, 2000, and 1999
For the year ended December 31, 2000 operating revenue from retail centers and
apartments increased approximately 3% to $51.4 million, compared with $50.0
million in the prior year. Operating revenue for retail centers and apartments
was $28.5 million and $22.9 million, respectively. The increase in operating
revenue was due primarily to new retail leases, in particular the leasing of
40,000 s.f. of space previously reported vacated by a tenant at the end of 1999,
and the opening of a 44,300 s.f. Publix Supermarket at the end of August,
coupled with increased apartment rental rates, as apartment revenues increased
5% over the prior year, and market sustained occupancy levels. Operating
expenses totalled $19.4 million in 2000, compared to $19.0 million in 1999. The
increase in operating expenses was primarily attributable to increased utilities
and insurance costs and real estate taxes. Net Operating Income increased 3% to
$32.0 million in 2000, as compared to $31.0 million in 1999.
Net Operating Income (NOI) is another measurement of financial performance used
by the Company, and is based on the operating revenues and operating expenses
directly associated with the operations of the real estate properties (excluding
administrative expenses, depreciation and amortization and interest expense).
NOI is calculated as operating revenues less operating expenses directly related
to the operations of the real estate properties, before administrative,
depreciation, amortization and interest expenses.
Interest expense reflected a net increase of $832,000 resulting from the rising
interest rate environment during the year. In 2000, the Company completed
approximately $30 million of additional long-term, fixed-rate, non-recourse
financing and used these proceeds to reduce floating rate bank debt. The average
bank borrowings in 2000 were approximately $47.3 million, with an average
interest rate of 7.9%, as compared to $54.0 million, with an average interest
rate of 6.8% in 1999.
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
and distributions to shareholders. In addition, the Company maintains unsecured
credit lines with commercial banks, which it utilizes to temporarily finance the
cost of portfolio growth, property improvements, and other expenditures. At
December 31, 2001, the Company had $1.2 million in cash and cash equivalents.
The company also maintained bank lines of credit totaling $50 million of which
approximately $47.6 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 $2.7 million in 2001
from 2000, as compared to an increase of $817,000 in 2000 from 1999. The
decrease between 2001 and 2000 is primarily attributable to a net increase in
accounts receivable, prepaid expenses and other assets.
Net cash flows used in investing activities decreased $8.4 million in 2001 from
2000, primarily attributable to the sale of one of the Company's shopping
centers in the third quarter of 2001, and the development of the 44,300 s.f.
Publix Supermarket at the Company's Town and Country Shopping Center in 2000.
11
Net cash flows used in financing activities increased $7.0 million in 2001 from
2000, primarily due to the following activities: (i) increase of $9.9 million in
the level of reduction of notes payable to banks in 2001 compared to 2000 as a
result of the application of the proceeds from the public offering of common
equity of 3,450,000 shares completed in December 2001 and the mortgage
financings and related debt issuance costs completed in 2000; (ii) increase in
cash dividends to shareholders of approximately $367,000; (iii) increase in cash
proceeds of approximately $2.5 million from the issuance of common stock
pursuant to the direct stock purchase and dividend reinvestment plan; and (iv)
the Company reduced cash usage by approximately $723,000 in 2001, as no common
stock was purchased by the Company in 2001.
As of December 31, 2001, fourteen of the Company's properties, comprising
approximately 50% of its gross investment in real estate, were subject to a
total of $111 million in mortgage debt, all of which are non-recourse and bear a
fixed rate of interest for a fixed term. Fifteen of the properties in the
portfolio are currently unencumbered by mortgage debt. The Company anticipates
that its current cash balance, operating and investing cash flows, and
borrowings (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) capital
improvements on existing properties, (v) development of new properties, and (vi)
normal repair and maintenance costs at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon, among other factors, funds from operations, as opposed
to net income. Because funds from operations excludes the deduction of non-cash
charges, principally depreciation of real estate assets, quarterly dividends
will typically be greater than net income and may include a tax-deferred return
of capital component. The Board of Directors, on February 15, 2002, declared a
cash dividend with respect to the period October 1, 2001 through December 31,
2001 of $0.23 per share, to shareholders of record as of March 1, 2002.
As of December 31, 2001 the Company had $61,878,000 of 8% Convertible
Subordinated debentures due July 15, 2003 (Old Debentures) outstanding. In March
2002, the Company filed documents with the SEC pertaining to the exchange of its
Old Debentures.
Funds From Operations
Real estate industry analysts and the Company utilize the concept of funds from
operations as an important analytical measure of a REIT's financial performance.
The Company considers funds from operations in evaluating its operating results,
and its dividend policy is also based, in part, on the concept of funds from
operations.
Funds from Operations (FFO) is defined by the Company 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
(GAAP), certain non-recurring charges, 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 and diluted funds from operations is presented below:
12
Year Ended December 31
----------------------
2001 2000
---- ----
Weighted Weighted
Average Average
($000) Shares ($000) Shares
----------- ----------------- ----------- -----------------
Net Income $ 2,203 8,313,000 $ 2,328 7,950,000
Additions:
Depreciation 11,409 11,173
Partnership depreciation 34 35
Non-recurring charge 1,226
Deductions:
Gain on sale of real estate 506
Minority depreciation 51 50
Amortization costs 621 579
----------- ----------------- ----------- -----------------
Funds from Operations - Basic $ 13,694 8,313,000 $ 12,907 7,950,000
Interest on convertible debentures 4,950 4,950
Amortization of debenture
issuance costs 244 244
----------- ----------------- ----------- -----------------
Funds from Operation - Diluted $ 18,888 13,150,000 $ 18,101 12,787,000
=========== ================= =========== =================
For the year ended December 31, 2001 funds from operations increased
approximately $787,000 to $13.7 million, compared to $12.9 million in 2000. This
increase in funds from operations is primarily attributable to growth in
operating revenues as a result of relatively high occupancy levels coupled with
increased apartment rental rates, as well as reduced interest expense. The
growth of operating revenues was partially offset by increased uncontrollable
expenses such as real estate taxes and property insurance costs.
For the year ended December 31, 2000, funds from operations increased
approximately $300,000 to $12.9 million, compared to $12.6 million in 1999. This
increase in funds from operations is primarily attributable to growth in
operating revenues as a result of new retail leases at its malls, power centers
and community shopping centers, combined with higher apartment occupancies and
market sustained rents. The growth of operating revenues was partially offset by
the combined effects of increased uncontrollable expenses such as interest
costs, real estate taxes and property insurance costs.
Critical Accounting Policies
In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," we identified the most critical
accounting principles upon which our financial status depends. We determined the
critical principles by considering accounting policies that involve the most
complex or subjective decisions or assessments. We state these accounting
policies in the notes to the consolidated financial statements and at relevant
sections in this discussion and analysis. This discussion and analysis should be
read in conjunction with our consolidated financial statements and related notes
included elsewhere in this report.
Accounting Pronouncements
In August 2001, the Financial Accounting Standards Board issued FASB Statement
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets
(Statement 144), which supersedes FASB Statement No. 121, Accounting for the
Impairment of Long-Lived Assets to Be Disposed Of (Statement 121). Statement 144
retains the fundamental provisions in Statement 121 for recognizing and
measuring impairment losses on long-lived assets held for use and long-lived
assets to be disposed of by sale, while also resolving significant
implementation issues associated with Statement 121.
The Company is required to adopt Statement 144 no later than the year beginning
after December 15, 2001, and plans to adopt its provisions for the quarter
ending March 31, 2002. Management does not expect the adoption of Statement 144
for long-lived assets held for use to have a material impact on the Company's
financial statements because the impairment assessment under Statement 144 is
largely unchanged from Statement 121. The provisions of the Statement
13
for assets held for sale or other disposal generally are required to be applied
prospectively after the adoption date to newly initiated disposal activities.
Therefore, management cannot determine the potential effects that adoption of
Statement 144 will have on the Company's financial statements.
Future Results
This Form 10-K 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; and (m) the competitive factors described in "Item 1 -
Competition" of this report.
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. In addition, most
retail leases require tenants to pay a contribution towards property operating
expenses, thereby reducing the Company's exposure to higher operating 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.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to interest rate changes primarily as a result of its
bank lines of credit and long-term debt used to maintain liquidity, and fund
capital expenditures and expansion of the Company's real estate investment
portfolio and operations. The Company's interest rate risk management objective
is to limit the impact of interest rate changes on earnings and cash flows, and
to optimize its overall borrowing costs. To achieve its objective, the Company
utilizes its variable LIBOR-based, short-term (one to six month maturities) bank
credit lines to fund the development and acquisition of new investments until
such investments can be financed with long-term fixed-rate non-recourse mortgage
debt. At December 31, 2001, borrowings under the Company's bank lines of credit
totaled $2.4 and bore an average interest rate of 3.7%. The carrying amounts of
these instruments approximate fair value because they are short-term and
therefore utilize interest rates which are adjusted to market at maturity.
Based on the balance of bank lines of credit outstanding at December 31, 2001
and the average interest rate at year-end, a 10% increase in variable interest
rates would increase the Company's interest expense in 2002 by approximately
$9,000. Conversely, a 10% decrease in variable interest rates would decrease the
Company's interest expense in 2002 by the same amount.
As the bank lines of credit include those obligations that exist as of December
31, 2001, it does not consider those exposures or positions which could arise
after that date. The Company's ultimate realized gain or loss with respect to
interest rate fluctuations will depend on the exposures that arise during the
period and the level of interest rates.
14
Item 8. Financial Statements and Supplementary Data
The Company's Consolidated Balance Sheets as of December 31, 2001 and 2000, and
its Consolidated Statements of Income, Shareholders' Equity, Cash Flows, and
Notes to Consolidated Financial Statements for the years ended December 2001,
2000, and 1999, together with the Reports of Independent Auditors thereon, are
included under Item 14 of this report and are incorporated herein by reference.
Unaudited quarterly results of operations included in Notes to Consolidated
Financial Statements are also incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no changes in or disagreements with accountants on accounting
and financial disclosures.
PART III
Item 10. Directors and Executive Officers of the Registrant
For information regarding the executive officers of the Company, see "Executive
Officers" in Part I, Item 1 of this report. The other information required by
this Item 10 is incorporated herein by reference to the Company's definitive
proxy statement, which will be filed with the Securities and Exchange
Commission, pursuant to Regulation 14A, within 120 days of the end of the
Company's fiscal year.
Item 11. Executive Compensation
The information required by this Item 11 is incorporated herein by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission, pursuant to Regulation 14A, within 120 days
of the end of the Company's fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item 12 is incorporated herein by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission, pursuant to Regulation 14A, within 120 days
of the end of the Company's fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required by this Item 13 is incorporated herein by reference to
the Company's definitive proxy statement, which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days of
the end of the Company's fiscal year.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2) Financial Statements and Financial Statement Schedules
15
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
----
Independent Auditors' Report 17
Consolidated Balance Sheets as of December 31, 2001 and 2000 18
Consolidated Statements of Income for the years ended December 31, 2001, 2000,
and 1999 19
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2001,
2000, and 1999 20
Consolidated Statements of Cash Flows for the years ended December 31, 2001, 2000, and 1999 21
Notes to Consolidated Financial Statements 22
Financial Statement Schedules
Schedule II. Valuation and Qualifying Accounts 34
Schedule III. Real Estate and Accumulated Depreciation 35
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not submitted because
they are not required or the required information appears in the financial
statements or notes thereto.
16
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Directors
Sizeler Property Investors, Inc.
We have audited the consolidated balance sheets of Sizeler Property Investors,
Inc. and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 2001. In connection
with our audits of the consolidated financial statements, we have also audited
the financial statement schedules listed in the Index at Item 14(a). These
consolidated financial statements and financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and the financial statement
schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards required that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes 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 Sizeler Property
Investors, Inc. and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedules, when considered in relation
to the basic consolidated financial statements taken as a whole, present fairly,
in all material respects, the information set forth therein.
KPMG LLP
New Orleans, Louisiana
January 21, 2002, except
for Note I, as to which the
date is March 7, 2002
17
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
-------------------------------
2001 2000
------------- --------------
ASSETS
Real estate investments (Note B)
Land $ 52,859,000 $ 52,461,000
Buildings and improvements, net of accumulated depreciation
of $86,627,000 in 2001 and $76,727,000 in 2000 209,951,000 219,571,000
Investments in real estate partnership (Notes A and G) 847,000 916,000
------------- --------------
263,657,000 272,948,000
Cash and cash equivalents (Note A) 1,228,000 1,896,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $165,000 in 2001 and $331,000 in 2000 2,724,000 2,035,000
Prepaid expenses and other assets 10,425,000 8,538,000
------------- --------------
Total Assets $ 278,034,000 $ 285,417,000
============= ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Notes D and M) $ 111,223,000 $ 113,163,000
Notes payable (Note D) 2,390,000 35,716,000
Accounts payable and accrued expenses 6,973,000 6,697,000
Tenant deposits and advance rents 891,000 840,000
------------- --------------
121,477,000 156,416,000
Convertible subordinated debentures (Notes D and M) 61,878,000 61,878,000
------------- --------------
Total Liabilities 183,355,000 218,294,000
SHAREHOLDERS' EQUITY (Notes E, F, and L)
Series A preferred stock, 40,000 shares authorized, none issued --- ---
Series B preferred stock, liquidation preference $25 per share,
2,476,000 shares authorized, none issued --- ---
Common stock, par value $0.0001 per share, 51,484,000 shares authorized
shares issued and outstanding--12,013,000 in 2001 and 8,062,000 in 2000 1,000 1,000
Excess stock, par value $0.0001 per share, 16,000,000 authorized,
none issued --- ---
Additional paid-in capital 152,266,000 119,312,000
Cumulative net income 41,920,000 39,717,000
Cumulative distributions paid (Note H) (99,508,000) (91,907,000)
------------- --------------
Total Shareholders' Equity 94,679,000 67,123,000
------------- --------------
Total Liabilities and Shareholders' Equity $ 278,034,000 $ 285,417,000
============= ==============
See notes to consolidated financial statements.
18
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31
----------------------------------------------
2001 2000 1999
-------------- ------------- -------------
OPERATING REVENUE (Note A and C)
Rental and other income $ 52,458,000 $ 51,324,000 $ 49,848,000
Equity in income of partnership 98,000 117,000 121,000
-------------- ------------- -------------
52,556,000 51,441,000 49,969,000
OPERATING EXPENSES (Note C)
Utilities 2,230,000 2,246,000 2,050,000
Real estate taxes 4,076,000 3,933,000 3,693,000
Administrative expenses (Note G) 4,446,000 2,648,000 2,788,000
Operations and maintenance (Note G) 7,946,000 7,689,000 7,825,000
Other operating expenses 5,512,000 5,574,000 5,403,000
Depreciation and amortization (Note A) 11,409,000 11,173,000 10,845,000
-------------- ------------- -------------
35,619,000 33,263,000 32,604,000
-------------- ------------- -------------
INCOME FROM OPERATIONS 16,937,000 18,178,000 17,365,000
Interest expense (Note D) 15,240,000 15,850,000 15,018,000
-------------- ------------- -------------
NET INCOME BEFORE GAIN ON SALE OF
REAL ESTATE 1,697,000 2,328,000 2,347,000
Gain on sale of real estate 506,000 --- ---
-------------- ------------- -------------
NET INCOME $ 2,203,000 $ 2,328,000 $ 2,347,000
============== ============= =============
Net income per share $ 0.27 $ 0.29 $ 0.30
============== ============= =============
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 8,313,000 7,950,000 7,888,000
============== ============= =============
See notes to consolidated financial statements.
19
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock
------------ Additional Paid-in Cumulative Net Cumulative
Shares Amount Capital Income Distributions Total
------ ------ ------------------ -------------- ------------- -----
Balance at January 1, 1999 7,990,004 $ 1,000 $ 118,913,000 $ 35,042,000 $ (77,735,000) $ 76,221,000
Net income for 1999 2,347,000 2,347,000
Cash dividends declared and
paid ($.88 per share)
(Note H and I) (6,938,000) (6,938,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note F) 9,000 75,000 75,000
Shares issued pursuant to
Incentive Award Plan (Note F) 5,677 47,000 47,000
Shares issued pursuant to
Direct Stock Purchase Plan 90,206 733,000 733,000
Purchase of Company's
Stock 186,100 shares (186,100) (1,528,000) (1,528,000)
------------- ------- --------------- ------------- ------------- -------------
Balance at December 31, 1999 7,908,787 $ 1,000 $ 118,240,000 $ 37,389,000 $ (84,673,000) $ 70,957,000
Net income for 2000 2,328,000 2,328,000
Cash dividends declared and
paid ($.91 per share)
(Note H and I) (7,234,000) (7,234,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note F) 9,000 73,000 73,000
Shares issued pursuant to
Incentive Award Plan (Note F) 7,362 59,000 59,000
Shares issued pursuant to
Direct Stock Purchase Plan 227,530 1,663,000 1,663,000
Purchase of Company's Stock
90,700 Shares (90,700) (723,000) (723,000)
------------- ------- --------------- ------------- ------------- -------------
Balance at December 31, 2000 8,061,979 $ 1,000 $ 119,312,000 $ 39,717,000 $ (91,907,000) $ 67,123,000
Net income for 2001 2,203,000 2,203,000
Cash dividends declared and
paid ($.92 per share)
(Note H and I) (7,601,000) (7,601,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note F) 9,000 68,000 68,000
Shares issued pursuant to
Incentive Award Plan (Note F) 8,065 59,000 59,000
Shares issued pursuant to
Direct Stock Ownership Plan 483,515 4,205,000 4,205,000
New Shares Issue (Note E) 3,450,000 28,622,000 28,622,000
------------- ------- --------------- ------------- ------------- -------------
Balance at December 31, 2001 12,012,559 $ 1,000 $ 152,266,000 $ 41,920,000 $ (99,508,000) $ 94,679,000
============= ======= =============== ============= ============= =============
See notes to consolidated financial statements.
20
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31
----------------------------------------------
OPERATING ACTIVITIES: 2001 2000 1999
------------ ------------ -----------
Net Income $ 2,203,000 $ 2,328,000 $ 2,347,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 11,409,000 11,173,000 10,845,000
Gain from sale of real estate (506,000) --- ---
(Increase) decrease in accounts receivable and accrued
revenue (672,000) 214,000 72,000
(Increase) decrease in prepaid expenses and other assets (1,289,000) 179,000 (740,000)
Increase in accounts payable and accrued expenses 193,000 116,000 669,000
------------ ------------ -----------
Net Cash Provided by Operating Activities 11,338,000 14,010,000 13,193,000
------------ ------------ -----------
INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (6,332,000) (10,496,000) (9,925,000)
Net payments for purchase of Management Company (Note G) (1,560,000) --- ---
Proceeds from sale of real estate 5,825,000 --- ---
------------ ------------ -----------
Net Cash Used in Investing Activities (2,067,000) (10,496,000) (9,925,000)
------------ ------------ -----------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable (Note J) --- 30,400,000 ---
Principal payments on mortgage notes payable (Note J) (1,940,000) (1,949,000) (6,091,000)
Net (payments) proceeds on notes payable to banks (Note J) (33,326,000) (24,272,000) 10,810,000
Increase in mortgage escrow deposits and debt issuance costs (26,000) (972,000) (189,000)
Cash dividends to shareholders (Note H) (7,601,000) (7,234,000) (6,938,000)
Proceeds from issuance of shares of common stock pursuant
to direct stock purchase, stock option, and stock award plans 4,332,000 1,795,000 855,000
Net proceeds from issuance of new common shares 28,622,000 --- ---
Repurchase of Company's common stock --- (723,000) (1,528,000)
------------ ------------ -----------
Net Cash Used in Financing Activities (9,939,000) (2,955,000) (3,081,000)
------------ ------------ -----------
Net (decrease) increase cash and cash equivalents (668,000) 559,000 187,000
Cash and cash equivalents at beginning of year 1,896,000 1,337,000 1,150,000
------------ ------------ -----------
CASH AND CASH EQUIVALENTS AT END
OF YEAR $ 1,228,000 $ 1,896,000 $ 1,337,000
============= ============ ===========
Cash interest payments, net of capitalized interest $ 15,247,000 $ 15,709,000 $14,947,000
============= ============ ===========
See notes to consolidated financial statements.
21
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2001, 2000, and 1999
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. As of December 31, 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 the 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".
Principles of Consolidation. The consolidated financial statements include the
accounts of the Company, as defined above. All significant intercompany
transactions and balances have been eliminated in consolidation. The Company's
investment in a real estate partnership at December 31, 2001 and 2000 represents
a 50% interest in a partnership which owns a community shopping center and is
accounted for by the equity method.
Cash and Cash Equivalents. Cash equivalents represent investments that are
highly liquid and have a maturity of three months or less at the time the
investment is made.
Real Estate Investments. Real estate investments are recorded at cost.
Depreciation of buildings and improvements is provided for by the straight-line
method over the estimated useful lives of the assets, ranging from ten to forty
years. Betterments and major replacements are capitalized and the replaced asset
and accumulated depreciation are removed from the accounts. Tenant improvement
costs are depreciated using the straight-line method over the term of the
related leases. Maintenance and repairs are expensed in the period incurred.
In accordance with Statement of Financial Accounting Standards (SFAS) No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, the Company is required to review such assets for impairment
whenever any events or circumstances indicate that the carrying value of the
assets may not be recoverable. When indicators of impairment are present, the
Company makes an assessment of its recoverability by estimating the future
undiscounted cash flows expected to result from the use of the property and its
eventual disposition. If the carrying value exceeds the aggregate future cash
flows, the Company would recognize an impairment loss. No such impairment losses
have been recognized for the years ended December 31, 2001, 2000 or 1999. The
Company does not develop or acquire properties for resale. However, the Company
occasionally considers possible dispositions of mature properties since the
Company is continuously engaged in the examination of its various lines of
business and other strategic choices.
Deferred Charges. Debt issuance costs incurred in connection with issuance of
the Company's 8% Convertible Subordinated Debentures (the "Debentures") and
mortgage financings and refinancings are included in prepaid expense and other
assets. The costs are being amortized over the term of the related obligations.
Unamortized costs related to the Debentures are offset against shareholders'
equity upon conversion by debenture holders. Unamortized costs related to
mortgage financings and refinancings are charged to expense upon prepayment of
the obligation. However, if the Debentures or mortgages are refinanced (prepaid)
at substantially the same terms as the existing debt the remaining costs will be
amortized over the term of the related new obligation.
Costs incurred in connection with the execution of leases are included in
prepaid expenses and other assets. The costs are amortized over the term of the
respective lease. Unamortized costs are charged to expense upon termination of
the lease prior to the expiration of lease term.
22
Business Combinations and Goodwill. In July 2001, the FASB issued Statement 141,
Business Combinations, and Statement 142, Goodwill and Other Intangible Assets.
Statement 141 requires that the purchase method of accounting be used for all
business combinations initiated after June 30, 2001, as well as all purchase
method business combinations completed after June 30, 2001. Statement 142 will
require that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead tested for impairment at least annually in
accordance with the provision of Statement 142. Upon adoption of Statement 142,
the Company will be required to reassess the useful lives and residual values of
all intangible assets acquired, and make any necessary amortization period
adjustments by the end of the first interim period after adoption. Any
impairment loss will be measured as of the date of adoption and recognized as
the cumulative effect of a change in accounting principle in the first interim
period. No such impairment losses were recognized in 2001.
Rental Income. Rental income includes rents from shopping center and apartment
properties. Minimum rents from shopping center leases are accounted for ratably
over the term of the lease. Percentage rents are recognized based upon tenant
sales that exceed specific levels. Tenant reimbursements are recognized ratably
over the year based upon estimated operating expenses.
On May 21, 1998, the Emerging Issues Task Force (EITF) of the Financial
Accounting Standards Board reached a consensus decision on Issue No. 98-9,
Accounting for Contingent Rent in Interim Financial Periods, which provides that
recognition of contingent (percentage) rental income in interim periods must be
deferred until the specified target (breakpoint) that triggers the percentage
rental income is achieved. The SEC subsequently issued Staff Accounting Bulletin
No. 101 on December 3, 1999, which affirmed Issue No. 98-9. The Company adopted
Issue No. 98-9 in 1999 and has deferred the recognition of percentage rental
income until the date that the tenants' sales exceed the breakpoint set forth in
the lease agreements.
Federal Income Taxes. The Company has elected to be taxed as a real estate
investment trust (REIT) under the Internal Revenue Code and intends to maintain
its qualification as a REIT in the future. As a REIT, the Company is allowed to
reduce taxable income by all or a portion of its distribution to shareholders.
As distributions have exceeded taxable income, no provision for federal or state
income taxes has been recorded.
A real estate investment trust (REIT) is required to distribute to shareholders
at least 90% of its ordinary taxable income and meet certain income source and
investment restriction requirements. Taxable income differs from net income for
financial reporting purposes principally because of differences in the amount
and timing of depreciation of the properties. At December 31, 2001, the income
tax basis, net of accumulated tax depreciation, of the Company's real estate
properties was approximately $273 million.
Earnings Per Share. SFAS No. 128, Earnings Per Share, requires disclosure of
both basic and fully diluted earnings per share (EPS). Basic EPS is computed by
dividing income available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised or converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the Company.
For the years ended December 31, 2001, 2000, and 1999, options to purchase
602,750, 641,750, and 482,631 shares of common stock, respectively, were
outstanding but excluded in the computation of diluted EPS because the options'
exercise prices were generally greater than the average market prices of common
shares. The inclusion of in-the-money options had no effect on the calculation
of diluted EPS. The Company's outstanding debentures are also excluded from the
computation for 2001, 2000, and 1999 due to their antidilutive effect.
Accordingly, there is no effect on net income in the calculation of diluted EPS
for the years ended December 31, 2001, 2000, or 1999.
Capital Stock. On June 25, 2001, Sizeler Property Investors, Inc., a Delaware
corporation, reincorporated in the State of Maryland. Maryland General Corporate
Law recognizes repurchased stock of a corporation as authorized but unissued
stock rather than treasury stock. Accordingly, effective June 25, 2001, the par
value of treasury stock was reclassed as a reduction of capital stock issued.
The cost of treasury stock in excess of par value was charged to additional
paid-in capital. This change in law as a result of the reincorporation, had no
effect on total stockholders' equity. The Company has one class of common stock
and has no outstanding shares of Preferred Stock as of December 31, 2001.
Stock Option Plans. The Company applies the intrinsic value-based method of
accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, in
23
accounting for its fixed plan stock options. As such, compensation expense would
be recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for
Stock-Based Compensation," established accounting and disclosure requirements
using a fair value-based method of accounting for stock-based employee
compensation plans. As allowed by SFAS No. 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting described
above, and has adopted the disclosure requirements of SFAS No. 123 (See Note F).
Use of Estimates. The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual amounts could materially differ from these
estimates.
Reclassifications. Certain reclassifications have been made in the 2000 and 1999
consolidated financial statements to conform with the 2001 financial statement
presentation.
NOTE B: REAL ESTATE INVESTMENTS
Certain real estate with a book value of $133,181,000 at December 31, 2001 is
pledged as collateral for notes payable described in Note D. In addition,
certain notes are secured by collateral assignments of rents and leases on such
real estate. Certain real estate is located on land subject to long-term leases
expiring at dates through 2046.
In December of 2001, the Company announced plans for the development of 350 new
apartment units at a cost of approximately $25 million. The new development will
include the second phase of the Governors Gate apartment community in Pensacola,
Florida, as well as a new apartment community in proximity to the Company's
Northshore Square Mall, located in Slidell, Louisiana.
In August 2000, the Company completed construction of a new Publix supermarket
store at its Town & Country Power Shopping Center in Florida at a total cost of
$6 million. The Company incurred $4.5 million of the project's total cost during
2000. In addition, this project included the construction of an additional 9,000
s.f. of new store space. The Company also made various improvements to its
existing portfolio totalling approximately $4.2 million. The Company acquired
two parcels of land at a cost of approximately $510,000 and incurred an
additional $1.1 million in improvements associated with its pre-existing
parcels.
NOTE C: REAL ESTATE OPERATIONS
The Company's principal business is investing in shopping centers and apartment
communities, located in the Gulf Coast region of the southeastern United States.
Tenants in the Company's shopping centers include national, regional, and local
retailers. Most of the Company's shopping center leases provide for the payment
of fixed monthly rentals (minimum rents), reimbursement of common area
maintenance, utilities, taxes, and insurance expenses, and many of the Company's
retail leases also provide for payment of additional rents based upon a
percentage of retail sales in excess of stated minimums. The non-cancelable
portions of such lease terms range from one to forty years. The Company's
apartment leases are written for short terms, generally six to twelve months,
and are adjusted according to changing market conditions.
Financial instruments that potentially subject the Company to concentrations of
credit risk consist primarily of cash and cash equivalents with high
credit-quality financial institutions. With respect to accounts receivable and
accrued revenue, the Company believes that such items do not represent
significant concentrations of credit risk due to diversity in the Company's
tenant base and its geographical dispersion throughout the southern United
States.
24
The Company's shopping centers are leased to tenants under operating leases. The
future minimum rents on non-cancelable operating leases at December 31, 2001 are
as follows:
Year Amount
---- --------------
2002 $ 18,492,000
2003 16,512,000
2004 14,982,000
2005 12,735,000
2006 9,957,000
Thereafter 43,464,000
--------------
$ 116,142,000
==============
The above amounts do not include rental income that is based on tenants' sales
or reimbursed expenses.
Reportable Operating Segments. SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information, establishes standards for the way that
public business enterprises report information about operating segments in
financial statements. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers.
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 because
each requires different operating strategies and management expertise. There are
no intersegment sales or transfers. The accounting policies of the segments are
the same as those described in Note A, Significant Accounting Policies.
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,
administrative, and interest expense). Net Operating Income is not a measure of
operating results or cash flows from operating activities as measured by
accounting principles generally accepted in the United States of America, 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.
25
The operating revenues, operating expenses, net operating income, and real
estate investments for each of the reportable segments are summarized below for
the years ended December 31, 2001, 2000, and 1999.
2001 2000 1999
--------------- -------------- --------------
Retail:
Operating revenue $ 28,578,000 $ 28,487,000 $ 28,026,000
Operating expenses (10,195,000) (10,012,000) (9,951,000)
--------------- -------------- --------------
Net operating income-retail 18,383,000 18,475,000 18,075,000
Apartments:
Operating revenue 23,978,000 22,954,000 21,943,000
Operating expenses (9,569,000) (9,430,000) (9,020,000)
--------------- -------------- ------------
Net operating income - apartment 14,409,000 13,524,000 12,923,000
--------------- -------------- ------------
Net operating income - total 32,792,000 31,999,000 30,998,000
Administrative expenses (Note G) (4,446,000) (2,648,000) (2,788,000)
Depreciation (11,409,000) (11,173,000) (10,845,000)
--------------- -------------- --------------
Income from operations 16,937,000 18,178,000 17,365,000
Interest expense (15,240,000) (15,850,000) (15,018,000)
--------------- -------------- --------------
Net income before gain on sale of
real estate 1,697,000 2,328,000 2,347,000
Gain on sale of real estate 506,000 --- ---
--------------- -------------- --------------
Net income $ 2,203,000 $ 2,328,000 $ 2,347,000
=============== ============== ==============
Gross real estate investments:
Retail $ 211,071,000 $ 212,805,000 $ 205,214,000
Apartments 139,213,000 136,870,000 134,092,000
-------------- -------------- --------------
$ 350,284,000 $ 349,675,000 $ 339,306,000
=============== ============== ==============
26
NOTE D: NOTES PAYABLE AND OTHER LONG TERM LIABILITIES
The weighted average interest rate on mortgage debt at December 31, 2001 and
2000 was 7.38% and 7.43%, respectively. The Company's mortgage notes payable at
December 31, 2001 and 2000, are as follows:
Secured by Land, Balance
Buildings, and Outstanding at
Improvements, December 31,
Interest with Book Value on ---------------------------------
Principal Maturity Rate December 31, 2001 2001 2000
------------------ -------- ------------------ -------------- ---------------
May 1, 2008 7.17% $ 4,226,000 $ 4,077,000 $ 4,125,000
June 1, 2008 7.07% 9,567,000 9,645,000 9,762,000
May 1, 2008 7.37% 4,532,000 5,592,000 5,652,000
May 1, 2010 7.94% 13,062,000 10,619,000 10,690,000
May 1, 2008 7.21% 11,629,000 10,209,000 10,327,000
May 1, 2008 7.19% 4,720,000 4,148,000 4,196,000
May 1, 2008 7.17% 17,239,000 15,424,000 15,605,000
May 1, 2008 6.95% 24,321,000 16,727,000 16,938,000
May 1, 2008 7.31% 3,598,000 4,359,000 4,407,000
May 1, 2008 7.19% 4,571,000 4,242,000 4,291,000
January 1, 2011 7.42% 2,241,000 3,967,000 4,000,000
August 1, 2011 7.16% 3,867,000 2,947,000 2,854,000
January 1, 2013 8.05% 29,608,000 19,267,000 20,316,000
----------------- -------------- -------------
$ 133,181,000 $ 111,223,000 $ 113,163,000
================= ============== =============
Future principal payments on the Company's mortgage notes payable at December
31, 2001 for each of the subsequent five years, are as follows:
Year Amount
---- -------------
2002 $ 2,340,000
2003 2,523,000
2004 2,716,000
2005 2,934,000
2006 3,167,000
-------------
$ 13,680,000
=============
The Company has commitments for lines of credit from several commercial banks
totalling $50 million, of which approximately $48 million was available at
December 31, 2001. During the year 2001, the Company raised approximately $29
million of new equity from the public offering of new common stock. These
proceeds were used to reduce floating rate bank debt, which decreased from $35.7
million at year-end 2000 to $2.4 million at year-end 2001. The weighted average
interest rate was 6.2% and 7.9% for the years ended December 31, 2001 and 2000,
respectively. The terms of the agreements for each of the bank lines of credit
are renewable on an annualized basis, and generally provide for the right of the
banks to terminate such commitments and to accelerate all outstanding advances
upon the occurrence of a material adverse change in the financial condition or
operation of the Company. In addition, the bank credit agreements also contain
restrictive covenants that impose maximum borrowing levels by the Company
through the maintenance of prescribed financial ratios. The Company was in
compliance with the bank debt covenant agreements at December 31, 2001.
NOTE E: SHAREHOLDERS' EQUITY
In December 2001, the Company completed a public equity offering of its common
stock, issuing 3,450,000 new shares. The net proceeds of $28.6 million were
initially used to reduce floating rate bank borrowings.
27
NOTE F: STOCK OPTION AND OWNERSHIP PLANS
On February 1, 1996, the Company adopted the 1996 Stock Option Plan (the "1996
Plan"). Under the 1996 Plan, "10-year" options may be granted to key employees,
and are annually granted to non-employee directors at the average of the high
and low sales price for a share of the Company's common stock on the New York
Stock Exchange on the date of grant. A total of 600,000 shares of common stock
of the Company are available for grant, of which a maximum of 175,000 shares may
be issued to non-employee directors upon the exercise of non-qualified stock
options granted. Options granted under the 1996 Plan vest, for key employees,
50% after one year, and the remaining 50% after two years, from the grant date;
for non-employee directors, 100% vests six months from the grant date. No
options will be granted under the 1996 Plan after February 1, 2006. At December
31, 2001, there were a total of 541,500 options granted, of which 391,500
options granted were exercisable under the 1996 plan.
The Company had a 1986 Stock Option Plan (the "1986 Plan") which terminated in
October 1996. Under the 1986 Plan, 10-year options were granted to key employees
and were annually granted to non-employee directors at the average of the high
and low sales price for a share of the Company's common stock on the New York
Stock Exchange on the date of grant. At December 31, 2001, there were a
remaining total of 211,250 shares of common stock reserved for issuance upon
exercise of options granted under the 1986 Plan. Options granted under the 1986
Plan vest, for key employees, 50% after one year, and the remaining 50% after
two years, from the grant date; for non-employee directors, 100% vests six
months from the grant date.
The Company applies APB Opinion No. 25 in accounting for its 1986 and 1996 Stock
Option Plans, and accordingly, no compensation cost has been recognized for its
stock options in the consolidated financial statements. Had the Company
determined compensation cost based on the fair value at the grant date for its
stock options under SFAS No. 123, the Company's net income would have been
reduced to the proforma amounts indicated below :
As Reported Proforma Results
------------------------------------ ------------------------------------
2001 2000 1999 2001 2000 1999
---------- ---------- ---------- ---------- ---------- ----------
Net income $2,203,000 $2,328,000 $2,347,000 $2,158,000 $2,266,000 $2,238,000
Net income per share $ 0.27 $ 0.29 $ 0.30 $ 0.26 $ 0.29 $ 0.28
For grants in 2001, 2000 and 1999 the fair value of each option grant is
estimated on the date of grant using a Black-Scholes pricing model based on the
following assumptions:
2001 2000 1999
-------- -------- --------
Risk free interest rate 5.4% 6.8% 5.5%
Expected life 10 years 10 years 10 years
Expected volatility 20.1% 29.1% 20.8%
Expected dividend 10.9% 11.5% 10.2%
28
The following is a summary of the Company's 1996 and 1986 Plans combined for the
years ended December 31, 2001, 2000, and 1999:
2001 2000 1999
------------------- ------------------ -----------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- -------- ------- -------- ------- --------
Outstanding at beginning of year 642,443 $ 9.71 565,443 $ 10.34 451,443 $ 10.83
Granted 130,000 8.47 130,000 8.00 118,000 8.61
Exercised -- -- -- -- (1,000) 8.50
Expired (19,000) 8.75 (53,000) 12.22 (3,000) 14.94
-------- ------- ------- -------- ------ --------
Outstanding at end of year 753,443 $ 9.52 642,443 $ 9.71 565,443 $ 10.34
======= ======= ======= ======== ======= ========
Options exercisable 603,443 $ 9.82 509,943 $ 10.13 447,943 $ 10.58
======= ======= ======= ======== ======= ========
Based on the Black-Scholes pricing model, the weighted-average fair value of
options on the date of grant, which were granted in 2001, 2000, and 1999, was
$0.25, $0.54, and $0.35, respectively.
The following table summarizes information about the Company's stock option
plans outstanding at December 31, 2001:
Options Outstanding Options Exercisable
----------------------------------------------------------------------------- -----------------------------------------
Number Weighted-Average Number
Range of Outstanding at Remaining Weighted-Average Exercisable at Weighted Average
Exercise Prices December 31, 2001 Contractual Life Exercise Price December 31, 2001 Exercise Price
----------------------------------------------------------------------------- -----------------------------------------
$ 8.00 - 8.38 195,693 7.7 yrs. $ 8.11 145,693 $ 8.15
$ 8.39 - 10.19 312,250 6.7 yrs. 8.78 212,250 8.93
$ 10.20 - 13.56 245,500 4.3 yrs. 11.58 245,500 11.58
------- -------- ----- ------- -----
753,443 6.2 yrs. $ 9.52 603,443 $ 9.82
======= ======== ======== ======= =======
The 1994 Directors' Stock Ownership Plan, effective in January 1994, provides
that directors of the Company, who are not salaried officers of the Company, are
entitled to receive an annual director's fee of 750 shares. The number of shares
entitled was amended to 1,000 shares, effective January 1, 1996, and amended to
1,500 shares, effective January 1, 1997. Alternatively, a director may elect to
be paid a cash substitute, equal to 90% of the value of the shares for which the
director elects the cash substitute, in lieu of all or part of the annual stock
award. Under this Plan, there were 9,000 shares issued each year in 2001, 2000,
and 1999.
The Company adopted an Incentive Award Plan, effective January 1, 1994. The
purpose of the Plan is to reward eligible officers of the Company on the basis
of their contribution to the Company, and in particular on the basis of their
contribution to the Company's achievement of planned growth in funds from
operations per share. The Plan is administered by the Compensation Committee of
the Board of Directors of the Company. An award under this Plan is payable by
the Company one-half in cash and one-half in shares of common stock of the
Company. The Company incurred compensation costs totalling $153,000, in 2001,
$121,000 in 2000, and $119,000 in 1999.
NOTE G: RELATED PARTY TRANSACTIONS
On October 5, 2001, the Company completed the acquisition of Sizeler Real Estate
Management Co., Inc. from Sizeler Realty Co., Inc. ("Sizeler Realty"). The
purchase price for this acquisition was $3.05 million in cash. For the years
ended 2001, 2000 and 1999, the Company paid Sizeler Real Estate Management Co.,
Inc. $2.8 million, $3.0 million and $3.0 million in management fees, leasing
commissions and reimbursed legal and administrative costs. Financial reporting
requires that any difference between the net asset valuation of the assets
acquired and the total of the purchase price plus acquisition costs be
recognized as a nonrecurring charge to operations. In compliance with reporting
requirements, the Company recorded a non-recurring charge to operations
(administrative expenses) of $1.2 million in the quarter ended December 31,
2001. A beneficial minority interest is directly owned in Sizeler Realty by an
officer and director of the
29
Company, and the balance is owned by members of the family of the officer's wife
and residual entities of the estates of her mother and father.
The following table summarizes the estimated fair values of the net assets
acquired and liabilities assumed at the date of acquisition.
Cash $ 575,000
Other current assets 57,000
Office equipment 112,000
Valuation of third party
management contracts 1,558,000
---------
Total assets acquired 2,302,000
Current liabilities (167,000)
----------
Net assets acquired $2,135,000
==========
Property and equipment includes building improvements and office equipment,
which are being depreciated over their estimated useful lives of five years. The
third party management contracts will be accounted for under FASB Statement 142
(see Note A).
The Company also paid $17,469, $14,000 and $12,500 in 2001, 2000 and 1999,
respectively, for engineering consulting fees and $69,000 in commissions during
2001 to a majority-owned subsidiary of Sizeler Realty.
The Company leases approximately 14,000 s.f. at the Westland Shopping Center to
Sizeler Realty. Under this lease, Sizeler Realty paid annual rent, including
expense reimbursements, of $105,300 in 2001, $103,000 in 2000, and $104,000 in
1999. The term of the lease expires January 31, 2007 and the lease provides for
one remaining five-year renewal option.
The Company holds its interest in the Westland Shopping Center pursuant to a
long-term ground lease with Westland Shopping Center LLC (the "LLC"), expiring
on December 31, 2046. The LLC is owned by an entity of which an officer and
director and his wife and her brother and her brother's wife own interests. The
Company was charged ground rent of $61,000 in 2001, $55,000 in 2000, and $56,000
in 1999.
In March 1991, the Company purchased a 50% interest in the Southwood Shopping
Center ("Southwood") from Sizeler Realty (LaPalco), Inc. ("LaPalco"), a
wholly-owned subsidiary of Sizeler Realty, for $900,000. Southwood is subject to
a long-term ground lease from an entity in which an officer and director and his
wife and her brother and her brother's wife own interests, expiring on March 31,
2031. The rent under the ground lease is 50% of cash flow (after debt service
and certain other adjustments) up to a maximum of $225,000, and in the event the
rental payment shall reach $225,000 in any year, it shall remain fixed at
$225,000 for each year thereafter. No ground rent was payable in 2001. Ground
rent in the amount of $22,000 was payable under the lease agreement in 2000,
while $24,000 was payable in 1999. LaPalco is the primary obligor on a mortgage
note payable, guaranteed by Sizeler Realty, which LaPalco is solely obligated to
pay out of its partnership distributions or other sources. At December 31, 2001,
the balance of the mortgage note payable was $1,027,000. Although the Company is
not an obligor on the mortgage note payable, the partnership's interest in
Southwood is subordinated to the mortgage encumbering the property.
An officer and director of the company is a director of Hibernia National Bank
("Hibernia"). At December 31, 2001, $15,000,000 of the Company's $50,000,000 of
bank lines of credit was provided by Hibernia. The Company had borrowings under
this line totaling $1,102,000 at December 31, 2001. At December 31, 2000,
$15,000,000 of the Company's $55,000,000 bank lines of credit was provided by
Hibernia. The Company had borrowings under this line totaling $9,498,000 at
December 31, 2000.
30
NOTE H: DIVIDEND DISTRIBUTION
The dividends paid in 2001, 2000, and 1999 for federal income tax purposes were
as follows:
2001 2000 1999
----------------------------------------------------------------------------
Per Per Per
Total Share Total Share Total Share
---------- ----- ---------- ----- ---------- -----
Ordinary income $4,914,000 $0.54 $4,293,000 $0.54 $4,257,000 $0.54
Return of capital 2,181,000 0.30 2,941,000 0.37 2,681,000 0.34
Capital gain 506,000 0.08 -- -- -- --
---------- ----- ---------- ----- ---------- -----
$7,601,000 $0.92 $7,234,000 $0.91 $6,938,000 $0.88
========== ===== ========== ===== ========== =====
NOTE I: SUBSEQUENT EVENTS
On March 7, 2002, the Company paid a $.23 per share quarterly dividend to
shareholders of record as of March 1, 2002.
In March 2002, the Company filed documents with the SEC pertaining to the
exchange of its convertible subordinated debentures due in 2003.
NOTE J: CASH FLOWS
In December 2001, the Company raised approximately $29 million of new equity
from the public offering of new common stock. These proceeds were used to reduce
floating rate bank debt, which decreased from $35.7 million at year-end 2000 to
$2.4 million at year-end 2001.
During the year 2000, the Company completed $30 million of additional
long-term, fixed rate, non-recourse financing, involving its multi-family
properties. These proceeds were used to reduce floating rate bank debt, which
decreased from $60.0 million at year-end 1999 to $35.7 million at year-end 2000.
NOTE K: COMMITMENTS AND CONTINGENCIES
The Company's officers defer a portion of their current compensation. Total
charges to earnings associated with such deferred compensation were $130,000,
$126,000, and $121,000 in 2001, 2000, and 1999, respectively.
The Company, from time to time, may be subject to litigation arising from the
ordinary course of its business. Management, based on advice of external
counsel, does not believe that any existing litigation involving the Company
will materially affect its financial condition or future results of operations.
NOTE L: SHAREHOLDER RIGHTS PLAN
On August 6, 1998, the Company's Board of Directors adopted a replacement
shareholder rights plan ("Plan") to supersede a shareholder rights plan which
had been in effect since 1989. Simultaneously, the board declared a dividend
distribution of one purchase right ("Right") for each share of the Company's
Common Stock outstanding at the close of business August 27, 1998, or
subsequently issued. Each Right entitles the holder to purchase 1/1,000 of a
share of a new Series A Preferred Stock of the Company ("Preferred Stock").
31
The Rights become exercisable upon the earlier of (i) the date of the Company's
public announcement that a person or affiliated group has acquired, or obtained
the right to, beneficial ownership of 15% or more of the Company's Common Stock;
(ii) ten business days following the commencement of a tender offer that would
result in a person or affiliated group owning 30% or more of the Company's
Common Stock; or (iii) ten business days after the Company's Board of Directors
determines that a person or affiliated group has become the beneficial owner of
at least 10% of the Company's Common Stock and that ownership (a) is intended to
cause pressure on the Company to take action or enter into a transaction or
transactions intended to provide such persons with short-term financial gain
under circumstances where the best long-term interests of the Company and its
shareholders would not be served, or (b) is causing or is reasonably likely to
cause a material adverse impact on the business or prospects of the Company
(including but not limited to jeopardizing the Company's status as a real estate
investment trust, impairing relationships with the Company's tenants, customers,
lenders, providers of financial and other services, or regulators or impairing
the Company's ability to maintain its competitive position).
The exercise price of a Right has been established at $40, subject to adjustment
as provided in the Plan. Once exercisable, each Right would entitle the holder
to purchase Preferred Stock having a value equal to two times the value of the
Right. The Rights expire on August 27, 2008.
NOTE M: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial instruments is
made in accordance with the requirements of SFAS No. 107, Disclosure About Fair
Value of Financial Instruments. The estimated fair value amounts have been
determined by the Company using available market information and appropriate
valuation methodologies and are described in the following paragraphs.
Fair value estimates are subject to certain inherent limitations. Estimates of
fair value are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented below are not necessarily indicative
of amounts the Company might realize in actual market transactions. Estimates of
fair value are subjective in nature and involve uncertainties and matters of
significant judgement and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
The carrying amounts of cash and cash equivalents, accounts receivable and
accrued revenue, accounts payable, accrued expenses and deposits approximate
fair value because of the short maturity of these items. The carrying amounts of
notes payable outstanding under the Company's lines of credit with commercial
banks approximate fair value because the interest rates on these instruments
change with market interest rates.
The carrying values and respective fair market values of the Company's mortgage
notes payable and 8% convertible subordinated debentures are presented below.
The estimated fair values of the mortgage notes were calculated as the net
present value of the total payments through the loan term discounted using rates
available to the Company for issuance of similar debt with similar terms at
year-end 2001. The estimated fair values of the convertible subordinated
debentures were calculated using year-end market quotes obtained from the New
York Stock Exchange.
Carrying Estimated
Value Fair Market Value
--------------- -----------------
Mortgage notes payable
2001 $ 111,223,000 $ 105,316,000
2000 113,163,000 103,526,000
Convertible subordinated debentures
2001 $ 61,878,000 $ 60,950,000
2000 61,878,000 55,226,000
32
NOTE N: QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized (unaudited) quarterly financial data for the years ended 2001 and
2000 are as follows (in thousands, except per share data):
Three months ended in 2001
----------------------------------------------------
March 31 June 30 September 30 December 31
----------- --------- ------------ -----------
Revenues $ 13,156 $ 13,076 $ 13,069 $ 13,255
Income from operations $ 4,645 $ 4,553 $ 4,495 $ 3,244
Net income (loss) $ 663 $ 696 $ 1,260 $ (416)
Net income (loss) per share (Note G) $ 0.09 $ 0.08 $ 0.15 $ (0.05)
Three months ended in 2000
----------------------------------------------------
March 31 June 30 September 30 December 31
----------- --------- ------------ -----------
Revenues $ 12,665 $ 12,532 $ 13,084 $ 13,160
Income from operations $ 4,558 $ 4,366 $ 4,551 $ 4,703
Net income $ 626 $ 491 $ 520 $ 691
Net income per share $ 0.08 $ 0.06 $ 0.07 $ 0.08
33
SCHEDULE II
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2001, 2000, and 1999
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
-------- --------- ---------- ------------ ---------
Balance at Additions Balance
Beginning Charged to at End
of Period Operations Deductions of Period
--------- ---------- ------------ ---------
Year ended December 31, 2001
Allowance for doubtful accounts $ 331,000 $ 144,000 $ 310,000 $ 165,000
Year ended December 31, 2000
Allowance for doubtful accounts $ 430,000 $ 141,000 $ 240,000 $ 331,000
Year ended December 31, 1999
Allowance for doubtful accounts $ 423,000 $ 95,000 $ 88,000 $ 430,000
34
SCHEDULE III
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
------------------------ ---------- ------------------------------------- --------------------------------------- -----------
Costs
Capitalized
Subsequent to Gross Amount at Which
Initial Cost to Company Acquisition Carried at Close of Period
------------------------ ----------- ---------------------------------------
Buildings & Net Buildings & Accumulated
Description Encumbrance Land Improvements Improvements Land Improvements Total Depreciation
----------- ------------ ----------- ------------ ----------- ----------- ------------ ------------ ------------
Regional enclosed malls:
Hammond Square $ --- $ 2,574,000 $ 23,664,000 $ 4,073,000 $ 3,715,000 $ 26,596,000 $ 30,311,000 $10,749,000
North Shore Square 19,267,000 4,000,000 30,150,000 4,502,000 4,109,000 34,543,000 38,652,000 9,043,000
Southland --- 2,408,000 28,289,000 13,851,000 2,485,000 42,063,000 44,548,000 15,584,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
19,267,000 8,982,000 82,103,000 22,426,000 10,309,000 103,202,000 113,511,000 35,376,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
Power shopping centers:
Lantana Plaza --- 6,000,000 14,107,000 2,879,000 6,053,000 16,933,000 22,986,000 3,599,000
Town and Country --- 860,000 3,194,000 6,989,000 1,502,000 9,541,000 11,043,000 896,000
Westward --- 5,676,000 13,506,000 3,653,000 5,676,000 17,159,000 22,835,000 4,730,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
--- 12,536,000 30,807,000 13,521,000 13,231,000 43,633,000 56,864,000 9,225,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
Community shopping centers:
Airline Park --- 977,000 1,037,000 899,000 977,000 1,936,000 2,913,000 537,000
Azalea Gardens --- 574,000 806,000 517,000 574,000 1,323,000 1,897,000 549,000
Colonial --- 554,000 555,000 765,000 559,000 1,315,000 1,874,000 524,000
Gonzales Plaza --- 713,000 4,381,000 330,000 721,000 4,703,000 5,424,000 1,450,000
Rainbow Square 2,947,000 970,000 4,443,000 220,000 984,000 4,649,000 5,633,000 1,766,000
Weeki Wachee --- 2,185,000 4,179,000 295,000 2,149,000 4,510,000 6,659,000 1,707,000
Westgate --- 1,809,000 2,162,000 1,818,000 1,774,000 4,015,000 5,789,000 1,451,000
Westland (e) --- --- 3,068,000 2,274,000 --- 5,342,000 5,342,000 2,159,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
2,947,000 7,782,000 20,631,000 7,118,000 7,738,000 27,793,000 35,531,000 10,143,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
Apartments:
Bel Air 4,077,000 500,000 3,674,000 1,598,000 500,000 5,272,000 5,772,000 1,545,000
Bryn Mawr 9,645,000 1,575,000 9,020,000 1,465,000 1,652,000 10,408,000 12,060,000 2,494,000
Colonial Manor --- 212,000 771,000 503,000 212,000 1,274,000 1,486,000 530,000
Garden Lane 5,592,000 500,000 3,117,000 2,625,000 500,000 5,742,000 6,242,000 1,710,000
Georgian --- 839,000 2,420,000 2,037,000 839,000 4,457,000 5,296,000 1,380,000
Governors Gate 10,619,000 499,000 --- 14,210,000 499,000 14,210,000 14,709,000 1,647,000
Hampton Park 7,146,000 1,305,000 6,616,000 3,457,000 1,156,000 10,222,000 11,378,000 3,340,000
Jamestown 4,148,000 712,000 4,035,000 1,241,000 712,000 5,276,000 5,988,000 1,268,000
Lafayette Square 15,424,000 2,632,000 14,282,000 7,473,000 2,458,000 21,929,000 24,387,000 7,148,000
Lakeview Club 16,727,000 4,400,000 23,200,000 2,288,000 4,428,000 25,460,000 29,888,000 5,568,000
Magnolia Place 3,967,000 175,000 2,050,000 993,000 175,000 3,043,000 3,218,000 977,000
Pine Bend 3,063,000 450,000 3,029,000 1,347,000 450,000 4,376,000 4,826,000 1,235,000
Steeplechase 4,359,000 594,000 3,328,000 1,383,000 594,000 4,711,000 5,305,000 1,312,000
Woodcliff 4,242,000 695,000 4,047,000 1,466,000 695,000 5,513,000 6,208,000 1,729,000
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
89,009,000 15,088,000 79,589,000 42,086,000 14,870,000 121,893,000 136,763,000 31,883,000
Undeveloped Land --- 5,229,000 --- 1,539,000 6,768,000 --- 6,768,000 ---
------------ ----------- ------------ ----------- ----------- ------------ ------------ -----------
TOTAL $111,223,000 $49,617,000 $213,130,000 $86,690,000 $52,916,000 $296,521,000 $349,437,000 $86,627,000
============ =========== ============ =========== =========== ============ ============ ===========
COLUMN G COLUMN H COLUMN I
----------------------- ---------- ------------
Life on
which
Depreciation
in Latest
Income
Date of Date Statement is
Description Construction Acquired Computed
----------- ----------------------- -------- ------------
Regional enclosed malls:
Hammond Square 1978, 1992, 1995 1987 10-40 yrs
North Shore Square 1986, 1995, 2001 1994 10-40 yrs
Southland 1970, 1981, 1994 1986 10-40 yrs
Power shopping centers:
Lantana Plaza 1992, 1999 1993 10-40 yrs
Town and Country 1989, 2000 1993 10-40 yrs
Westward 1961, 1990, 1995, 2000 1992 10-40 yrs
Community shopping centers:
Airline Park 1973, 1986, 2001 1987 10-40 yrs
Azalea Gardens 1950, 1986 1987 10-40 yrs
Colonial 1967, 1987, 1999 1987 10-40 yrs
Gonzales Plaza 1989 1991 10-40 yrs
Rainbow Square 1986, 2001 1988 10-40 yrs
Weeki Wachee 1987, 2000 1988 10-40 yrs
Westgate 1964, 1987, 2001 1987 10-40 yrs
Westland (e) 1966, 1990, 1999 1987 10-40 yrs
Apartments:
Bel Air 1968, 1974 1992 10-40 yrs
Bryn Mawr 1991, 1999 1993 10-40 yrs
Colonial Manor 1967, 1994 1987 10-40 yrs
Garden Lane 1966, 1971, 1999 1992 10-40 yrs
Georgian 1951, 1980, 1993 1992 10-40 yrs
Governors Gate 1999 1998 10-40 yrs
Hampton Park 1977, 1995 1993 10-40 yrs
Jamestown 1971 -1972 1995 10-40 yrs
Lafayette Square 1969 -1972, 1995, 1999 1993 10-40 yrs
Lakeview Club 1992 1994 10-40 yrs
Magnolia Place 1984 1991 10-40 yrs
Pine Bend 1979 1992 10-40 yrs
Steeplechase 1982 1992 10-40 yrs
Woodcliff 1977, 1999 1993 10-40 yrs
Undeveloped Land
TOTAL
Note: This schedule does not include the Company's 50% interest in a real
estate partnership.
35
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION -- (Continued)
Note (a) Changes in real estate owned were as follows:
2001 2000 1999
-------------- -------------- --------------
Balance at beginning of year $ 348,759,000 $ 338,389,000 $ 328,477,000
Additions during period:
Investments in land 361,000 1,647,000 1,000,000
Improvements 317,000 8,723,000 8,912,000
-------------- -------------- --------------
Balance at end of year $ 349,437,000 $ 348,759,000 $ 338,389,000
============== ============== ==============
Note (b) Changes in accumulated depreciation of real estate assets owned were as
follows:
2001 2000 1999
-------------- --------------- --------------
Balance at beginning of year $ 76,727,000 $ 66,162,000 $ 55,964,000
Additions during period:
Depreciation on real estate assets 9,900,000 10,565,000 10,198,000
-------------- --------------- --------------
Balance at end of year $ 86,627,000 $ 76,727,000 $ 66,162,000
============== =============== ==============
Note (c) The income tax basis of real estate, net of accumulated tax
depreciation, was approximately $272,778,000 at December 31, 2001.
Note (d) Depreciation is provided by the straight-line method over the
estimated useful lives, which are as follows:
Buildings and improvements 10 - 40 years
Parking lots 20 years
Tenant improvements Lease term
Note (e) The Company holds its interest in the Westland Shopping Center under
a long-term ground lease.
36
FORM 10-K EXHIBITS
3.1 Articles of Incorporation Incorporated by Reference (16)
3.2 By-Laws, as amended Incorporated by Reference (17)
4.0A Form of Certificate for Common Stock, $.01 par Incorporated by Reference (3)
value
4.1A Indenture for the Registrant's 8% Convertible Incorporated by Reference (11)
Subordinated Debentures, due 2003
4.2A Debenture for the Registrant's 8% Convertible Incorporated by Reference (11)
Subordinated Debentures, due 2003
10.1A Management Agreement Incorporated by Reference (1)
10.1B Amendment No. 1 to Management Agreement Incorporated by Reference (3)
10.1C Amendment No. 2 to Management Agreement Incorporated by Reference (4)
10.1D Amendment No. 3 to Management Agreement Incorporated by Reference (8)
10.1E Amendment No. 5 to Management Agreement Incorporated by Reference (10)
10.1F Amendment No. 4 to Management Agreement Incorporated by Reference (14)
10.1G Amendment No. 6 to Management Agreement Incorporated by Reference (14)
10.1H Amendment No. 7 to Management Agreement Incorporated by Reference (14)
10.2 Form of Indemnification Agreement (which the Incorporated by Reference (1)
Company has entered into with each
officer and director)
10.3 Form of Right of First Refusal which has been Incorporated by Reference (2)
entered into by the Company and each of
Sidney W. Lassen and Sizeler Realty Co., Inc.
10.4 The Company's 1986 Stock Option Plan, as amended Incorporated by Reference (8)
through January 25, 1991*
10.5 Form of Deferred Compensation Agreement Incorporated by Reference (9)
(the Company has such an agreement with Sidney
W. Lassen)*
10.6 The Company's 1989 Directors Stock Option Plan* Incorporated by Reference (5)
10.7 Sizeler Property Investors, Inc. Incentive Award Incorporated by Reference (12)
Plan*
10.8 First Amendment to the Sizeler Property Investors, Incorporated by Reference (12)
Inc. Incentive Award Plan*
10.9 Sizeler Property Investors, Inc. 1994 Directors' Incorporated by Reference (15)
Stock Ownership Plan, as amended*
10.10 Agreement, as restated, between the Company and
Sidney W. Lassen* Filed herewith
10.11 Agreement, as restated, between the Company and Filed herewith
Thomas A. Masilla, Jr.* (The Company also has
Compensation Plan Agreements with Robert A. Whelan
and James W. Brodie, which are identical to
Mr. Masilla's Agreement)
10.12 Non-Elective Deferred Compensation Agreement Incorporated by Reference (13)
between Company and Thomas A. Masilla, Jr.
(The Company also has Non-Elective Deferred
Compensation Agreements with Sidney W. Lassen
and Robert A. Whelan and James W. Brodie,
which are identical to Mr. Masilla's Agreement).*
10.13 The Company's 1996 Stock Option Plan, as amended* Incorporated by Reference (15)
19.1 Shareholder Rights Agreement dated as of Incorporated by Reference (6)
August 6, 1998
19.2 Amendment No. 1 to Shareholder Rights Agreement Incorporated by Reference (8)
21 List of Subsidiaries Filed herewith
23.1 Consent of KPMG LLP Filed herewith
(1) Incorporated by reference to the exhibits filed on November 5, 1986, with
the Company's original registration statement on Form S-11 (No. 33-9973).
(2) Incorporated by reference to the exhibits filed on November 24, 1986, with
Amendment No. 1 to the Company's registration statement on Form S-11.
37
(3) Incorporated by reference to the exhibits filed on January 14, 1987, with
Amendment No. 3 to the Company's registration statement on Form S-11.
(4) Incorporated by reference to the exhibits filed on February 6, 1987, with
Post-Effective Amendment No. 1 to the Company's registration statement on
Form S-11.
(5) Incorporated by reference to the Exhibit A to the Company's Proxy
Statement, dated March 23, 1989.
(6) Incorporated by reference to the exhibit to the Company's Form 8-A, filed
on August 26, 1998.
(7) Incorporated by reference to the Exhibit A to the Company's Proxy
Statement, dated April 5, 1991.
(8) Incorporated by reference to the exhibits filed with the Company's
Form 10-K for the year ended December 31, 1990.
(9) Incorporated by reference to the exhibits filed with the Company's
Form 10-K for the year ended December 31, 1991.
(10) Incorporated by reference to the exhibits filed with the Company's
Form 10-K for the year ended December 31, 1992.
(11) Incorporated by reference to the exhibits filed with the Company's Form 8-K
dated May 26, 1993.
(12) Incorporated by reference to the exhibits filed on March 7, 1994, with the
Company's registration statement on Form S-3 (No. 33-76134).
(13) Incorporated by reference to the exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(14) Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
(15) Incorporated by reference to the exhibits to the Company's definitive proxy
material for its 1997 Annual Meeting of Stockholders.
(16) Incorporated by reference to the exhibits filed with the Company's Form 8-K
dated June 26, 2001.
(17) Incorporated by reference to the exhibits filed on October 25, 2001 with
the Company's Registration Statement on Form S-4 (No. 333-72208).
* Management compensation plan agreements.
38
SIGNATURES
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 of the undersigned, thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
By: /s/ ROBERT A. WHELAN
-------------------------------
Robert A. Whelan
Chief Financial Officer
Date: March 28, 2002
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.
Signature Title Date
--------------------------------------------- ----------------------------- --------------------------
By: /s/ SIDNEY W. LASSEN Chairman of the Board March 28, 2002
------------------------------------
Sidney W. Lassen (Chief Executive Officer)
By: /s/ THOMAS A. MASILLA Vice-Chairman of the Board March 28, 2002
------------------------------------
Thomas A. Masilla, Jr. and President (Principal
Operating Officer)
By: /s/ ROBERT A. WHELAN Chief Financial Officer March 28, 2002
------------------------------------
Robert A. Whelan (Principal Financial Officer)
By: /s/ J. TERRELL BROWN Director March 28, 2002
------------------------------------
J. Terrell Brown
By: /s/ FRANCIS L. FRAENKEL Director March 28, 2002
------------------------------------
Francis L. Fraenkel
By: /s/ HAROLD B. JUDELL Director March 28, 2002
------------------------------------
Harold B. Judell
By: /s/ JAMES W. MCFARLAND Director March 28, 2002
------------------------------------
James W. McFarland
By: /s/ RICHARD L. PEARLSTONE Director March 28, 2002
------------------------------------
Richard L. Pearlstone
By: /s/ THEODORE H. STRAUSS Director March 28, 2002
------------------------------------
Theodore H. Strauss
39