UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-9349
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SIZELER PROPERTY INVESTORS, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 72-1082589
------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
------------------------------------------ ---------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 471-6200
---------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by Check 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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
13,091,000 shares of Common Stock ($.0001 Par Value) were outstanding as of
November 4, 2002.
Sizeler Property Investors, Inc. and Subsidiaries
INDEX
Page
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Part I: Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 8
Independent Accountants' Review Report 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10 - 13
Item 3. Quantitative and Qualitative Disclosures about Market Risk 13
Item 4. Controls and Procedures 13
Part II: Other Information
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 14
Certifications 15 - 16
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Sizeler Property Investors, Inc. and Subsidiaries
Consolidated Balance Sheets
September 30 December 31
2002 2001
ASSETS (Unaudited) (Audited)
------------- ---------------
Real estate investments (Notes A and C):
Land $ 53,631,000 $ 52,859,000
Buildings and improvements, net of accumulated depreciation
of $94,623,000 in 2002 and $86,627,000 in 2001 209,495,000 209,951,000
Investment in real estate partnership 842,000 847,000
--------------- ---------------
263,968,000 263,657,000
Cash and cash equivalents 3,508,000 1,228,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $158,000 in 2002 and $165,000 in 2001 1,479,000 2,724,000
Prepaid expenses and other assets 11,443,000 10,425,000
--------------- ---------------
Total Assets $ 280,398,000 $ 278,034,000
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note D) $ 109,481,000 $ 111,223,000
Notes payable 2,277,000 2,390,000
Accounts payable and accrued expenses 5,814,000 6,973,000
Tenant deposits and advance rents 885,000 891,000
--------------- ---------------
118,457,000 121,477,000
Convertible subordinated debentures 56,599,000 61,878,000
--------------- ---------------
Total Liabilities 175,056,000 183,355,000
SHAREHOLDERS' EQUITY
Series A preferred stock, 40,000 shares authorized, none issued --- ---
Series B preferred stock, par value $0.0001 per share,
liquidation preference $25 per share, 2,476,000 shares authorized,
336,000 issued and outstanding in 2002, none in 2001 1,000 ---
Common stock, par value $0.0001 per share, 51,484,000 shares
authorized, shares issued and outstanding - 13,091,000 in 2002
and 12,013,000 in 2001 1,000 1,000
Excess stock, par value $0.0001 per share, 16,000,000 shares
authorized, none issued --- ---
Additional paid-in capital 169,621,000 152,266,000
Cumulative net income 44,263,000 41,920,000
Cumulative distributions paid (108,544,000) (99,508,000)
--------------- ---------------
105,342,000 94,679,000
--------------- ---------------
Total Liabilities and Shareholders' Equity $ 280,398,000 $ 278,034,000
=============== ===============
See notes to consolidated financial statements.
3
Sizeler Property Investors, Inc. and Subsidiaries
Consolidated Statements of Income
(unaudited)
Nine Months
Quarter Ended September 30 Ended September 30
------------------------------ ------------------------------------
2002 2001 2002 2001
------------- -------------- --------------- ---------------
OPERATING REVENUE (Note A)
Rents and other income $13,064,000 $13,048,000 $39,316,000 $39,223,000
Equity in income of partnership 25,000 22,000 83,000 79,000
------------- -------------- --------------- ---------------
13,089,000 13,070,000 39,399,000 39,302,000
------------- -------------- --------------- ---------------
OPERATING EXPENSES
Utilities 597,000 556,000 1,664,000 1,725,000
Real estate taxes 941,000 972,000 2,939,000 2,948,000
Administrative expenses 1,365,000 1,338,000 4,175,000 3,937,000
Operations and maintenance 2,139,000 2,081,000 6,033,000 5,946,000
Other operating expenses 1,240,000 811,000 3,536,000 2,571,000
Depreciation and amortization 2,849,000 2,816,000 8,498,000 8,481,000
------------- -------------- --------------- -------------
9,131,000 8,574,000 26,845,000 25,608,000
------------- -------------- --------------- --------------
INCOME FROM OPERATIONS 3,958,000 4,496,000 12,554,000 13,694,000
Interest expense 3,211,000 3,742,000 10,060,000 11,581,000
------------- -------------- --------------- --------------
NET INCOME BEFORE GAIN ON SALE OF
REAL ESTATE AND EXTRAORDINARY ITEM 747,000 754,000 2,494,000 2,113,000
Gain on sale of real estate --- 506,000 --- 506,000
------------- -------------- --------------- --------------
NET INCOME BEFORE EXTRAORDINARY ITEM 747,000 1,260,000 2,494,000 2,619,000
Extraordinary item - early extinguishment of debt --- --- (155,000) ---
------------- -------------- --------------- --------------
NET INCOME $ 747,000 $1,260,000 $2,339,000 $2,619,000
============= ============== =============== ==============
NET INCOME ALLOCATION:
Allocable to preferred shareholders $ 205,000 $ --- $ 342,000 $ ---
Allocable to common shareholders 542,000 1,260,000 1,997,000 2,619,000
------------- -------------- --------------- --------------
NET INCOME $ 747,000 $1,260,000 $2,339,000 $2,619,000
============= =============== =============== ==============
Net income per common share - basic and diluted
Income before extraordinary item $ 0.04 $ 0.15 $ 0.17 $ 0.32
Extraordinary item --- --- (0.01) ---
------------- -------------- ----------------- --------------
Net income $ 0.04 $ 0.15 $ 0.16 $ 0.32
============= ============== =============== ==============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 13,091,000 8,299,000 12,776,000 8,204,000
============= =============== =============== ==============
See notes to consolidated financial statements.
4
Sizeler Property Investors, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30
---------------------------------
2002 2001
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OPERATING ACTIVITIES:
Net income $ 2,339,000 $ 2,619,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Extraordinary item- early extinguishment of debt 155,000 ---
Gain from sale of real estate --- (506,000)
Depreciation and amortization 8,498,000 8,481,000
Decrease in accounts receivable and accrued revenue 1,272,000 173,000
Increase in prepaid expenses and other assets (253,000) (1,161,000)
Decrease in accounts payable and accrued expenses (1,158,000) (2,739,000)
------------ ------------
Net Cash Provided by Operating Activities 10,853,000 6,867,000
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INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (8,339,000) (4,577,000)
Net proceeds from sale of real estate --- 5,825,000
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Net Cash (Used in) Provided by Investing Activities (8,339,000) 1,248,000
------------ ------------
FINANCING ACTIVITIES:
Principal payments on mortgage notes payable (1,743,000) (1,387,000)
Net payments on notes payable to banks (113,000) (4,204,000)
Decrease in mortgage escrow deposits 277,000 335,000
Cash dividends to shareholders (9,036,000) (5,665,000)
Cash redemption of debentures (33,811,000) ---
Proceeds from debenture offering 29,300,000 ---
Proceeds from preferred stock offering 7,633,000 ---
Debenture issuance costs (1,967,000) ---
Proceeds from issuance of shares of common stock pursuant to direct
stock purchase and dividend reinvestment, stock option,
and stock award plans 9,226,000 2,605,000
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Net Cash Used in Financing Activities (234,000) (8,316,000)
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Net increase (decrease) in cash and cash equivalents 2,280,000 (201,000)
Cash and cash equivalents at beginning of year 1,228,000 1,896,000
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CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3,508,000 $ 1,695,000
============ ============
Cash interest payments, net of capitalized interest $ 11,204,000 $ 13,009,000
============ ============
See notes to consolidated financial statements.
5
Sizeler Property Investors, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
September 30, 2002
NOTE A -- BASIS OF PRESENTATION
As of September 30, 2002, the Company's real estate portfolio included interests
in fifteen shopping centers and fourteen apartment communities. The Company
holds, directly or indirectly through both wholly-owned subsidiaries and
majority-owned entities, a fee interest in twenty-seven of its properties, and
long-term ground leases on the remaining two properties - Southwood Shopping
Center in Gretna, Louisiana and Westland Shopping Center in Kenner, Louisiana.
Sixteen properties are held through partnerships and limited partnerships
whereby the majority owner is a wholly-owned subsidiary of Sizeler Property
Investors, Inc. The minority interests in these entities are held by third party
corporations who have contributed capital for their respective interests. The
other thirteen properties in the portfolio are held through wholly-owned
subsidiary corporations and limited liability companies. The Company, the
wholly-owned subsidiaries and majority-owned partnerships and limited
partnerships, are referred to collectively as the "Company", and are properly
reflected on the Company's Consolidated Balance Sheet. Minority interests in
majority-owned partnerships are not material.
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and with instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by GAAP for complete financial
statements. Furthermore, the preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could materially differ from those estimates.
Operating results for the three-month and nine-month periods ended September 30,
2002, are not necessarily indicative of the results that may be expected for the
year ending December 31, 2002. The consolidated balance sheet at December 31,
2001, has been derived from the audited consolidated financial statements at
that date, but does not include all of the information and footnotes required by
GAAP for complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Sizeler
Property Investors, Inc. Annual Report on Form 10-K for the year ended December
31, 2001.
NOTE B -- RECLASSIFICATIONS
Certain reclassifications have been made in the 2001 Consolidated Financial
Statements to conform with the 2002 consolidated financial statement
presentation.
NOTE C - REAL ESTATE INVESTMENTS
In April, 2002, the Company executed a construction contract for approximately
$12.0 million for the construction of the second phase of its Governors Gate
apartment community located in Pensacola, Florida. In August, 2002, the Company
executed a construction contract for approximately $10.9 million for the
construction of Greenbrier Estates, a new apartment community in proximity to
the Company's North Shore Square Mall located in Slidell, Louisiana.
Construction is currently underway on both apartment communities. These two
developments are expected to be completed in early 2003 and will add
approximately 350 new units to the existing portfolio. In accordance with
industry practice and Company policy, during the quarter, the Company
capitalized $136,000 in interest costs related to these and other developments.
On August 5, 2002, the Company purchased 9.0 acres of developable land adjacent
to its Greenbrier Estates apartment community development for a purchase price
of approximately $280,000.
6
NOTE D -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings and
improvements. At September 30, 2002, mortgage notes payable totalled
approximately $109.5 million. Individual notes ranged from $794,215 to $18.4
million, with fixed rates of interest ranging from 6.85% to 8.25% and maturity
dates ranging from May 1, 2008 to January 1, 2013. Net book values of properties
securing these mortgage notes payable totalled approximately $130.8 million at
September 30, 2002, with individual property net book values ranging from $2.2
million to $28.9 million.
NOTE E -- SEGMENT DISCLOSURE
The Company is engaged in two operating segments, the ownership and rental of
retail shopping center properties and apartment properties. These reportable
segments offer different products or services and are managed separately as each
requires different operating strategies and management expertise. Subsequent to
consolidation, there are no intersegment sales or transfers.
The Company assesses and measures segment operating results based on a
performance measure referred to as Net Operating Income and is based on the
operating revenues and operating expenses directly associated with the
operations of the real estate properties (excluding depreciation, administrative
and interest expense). Net Operating Income is not a measure of operating
results or cash flows from operating activities as measured by GAAP, and is not
necessarily indicative of cash available to fund cash needs and should not be
considered an alternative to cash flows as a measure of liquidity.
The operating revenue, operating expenses, net operating income and real estate
investments for each of the reportable segments are summarized below for the
three- and nine-month periods ended September 30, 2002 and 2001.
Quarter Ended September 30 Nine Months Ended September 30
---------------------------------- --------------------------------------
2002 2001 2002 2001
---------------------------------- --------------------------------------
Retail:
Operating revenue $ 7,039,000 $ 7,012,000 $ 21,223,000 $ 21,356,000
Operating expenses (2,207,000) (2,131,000) (6,681,000) (6,609,000)
-------------- ------------- --------------- --------------
Net operating income - retail 4,832,000 4,881,000 14,542,000 14,747,000
Apartments:
Operating revenue 6,050,000 6,058,000 18,176,000 17,946,000
Operating expenses (2,710,000) (2,289,000) (7,491,000) (6,581,000)
-------------- ------------- --------------- --------------
Net operating income - apartments 3,340,000 3,769,000 10,685,000 11,365,000
Net operating income - total 8,172,000 8,650,000 25,227,000 26,112,000
Administrative expenses (1,365,000) (1,338,000) (4,175,000) (3,937,000)
Depreciation (2,849,000) (2,816,000) (8,498,000) (8,481,000)
-------------- ------------- --------------- --------------
Income from operations 3,958,000 4,496,000 12,554,000 13,694,000
Interest expense (3,211,000) (3,742,000) (10,060,000) (11,581,000)
-------------- ------------- --------------- --------------
Net income before gain on sale of
real estate and extraordinary item 747,000 754,000 2,494,000 2,113,000
============== ============= =============== ==============
September 30
----------------------------------
2002 2001
-------------- ---------------
Gross real estate investments:
Retail $ 214,027,000 $ 210,007,000
Apartments 144,564,000 138,476,000
-------------- ---------------
$ 358,591,000 $ 348,483,000
============== ===============
7
NOTE F - ACCOUNTING PRONOUNCEMENTS
Business Combinations and Goodwill. In July 2001, the Financial Accounting
Standards Board 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 subsequent to June
30, 2001, as well as all purchase method business combinations completed after
June 30, 2001. In accordance with Statement 141, we are accounting for all
business combinations initiated or completed after June 30, 2001 using the
purchase method of accounting. Statement 142 requires 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. Statement 142 was adopted by the Company effective January 1,
2002 and requires that the Company reassess the useful lives and residual values
of all intangible assets acquired, and make any necessary amortization period
adjustments. 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 the first
nine months of 2002.
In August 2001, the Financial Accounting Standards Board issued Statement 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144)
which supersedes FASB Statement 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. Statement 144 was adopted by the Company effective January 1, 2002. Its
adoption had no material impact on the Company's financial statements because
the impairment assessment under Statement 144 is largely unchanged from
Statement 121.
During the second quarter of 2002, the FASB issued Statement 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections ("Statement 145"). This statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishments of Debt, and requires that all
gains and losses from extinguishments of debt should be classified as
extraordinary items only if they meet the criteria in APB No. 30. Applying APB
No. 30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or that meet the criteria
for classification as to an extraordinary item. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in APB No. 30 for
classification as an extraordinary item must be reclassified. The Company will
adopt the provisions related to the rescission of SFAS No. 4 as of January 1,
2003, and will reclassify its 2002 early extinguishment of debt in the
appropriate period.
In June 2002, the Financial Accounting Standards Board issued Statement 146,
Accounting for Costs Associated with Exit or Disposal Activities. Statement 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and requires that the liabilities associated with these
costs be recorded at their fair value in the period in which the liability is
incurred. Statement 146 will be effective for us for disposal activities
initiated after December 31, 2002. We are in the process of evaluating the
effect (if any) that adopting Statement 146 will have on our consolidated
financial position, results of operations or cash flows.
8
Independent Accountants' Review Report
Shareholders and Board of Directors
Sizeler Property Investors, Inc.:
We have reviewed the accompanying consolidated balance sheet of Sizeler Property
Investors, Inc. and subsidiaries as of September 30, 2002, and the related
consolidated statements of income and cash flows for the three-month and
nine-month periods ended September 30, 2002 and 2001. These consolidated
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of
Sizeler Property Investors, Inc. and subsidiaries as of December 31, 2001, and
the related consolidated statements of income, shareholders' equity, and cash
flows for the year then ended (not presented herein); and in our report dated
January 21, 2002, except for Note I as to which the date is March 7, 2002, we
expressed an unqualified opinion on those consolidated financial statements. In
our opinion, the information set forth in the accompanying consolidated balance
sheet as of December 31, 2001, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG LLP
New Orleans, Louisiana
October 21, 2002
9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of the Three Months Ended September 30, 2002 and 2001
Total operating revenues were $13.1 million for the three-month period ended
September 30, 2002, compared to $13.1 million, earned a year ago. Operating
revenues for the third quarter of 2002 were positively affected by increased
rental rates, but negatively impacted by lower occupancy levels. In particular,
the occupancy levels at certain of the Company's apartment communities declined
in the third quarter. Management has formulated and is implementing steps to
increase the occupancy rates at these communities. Third quarter operating costs
were $4.9 million in 2002, compared to $4.4 million in 2001. The increase in
costs was primarily due to increased insurance and other operating costs. Net
operating income totaled $8.2 million for the three months ended September 30,
2002, compared to $8.7 million, earned in 2001. Interest expense for the three
months ended September 30, 2002 decreased $531,000 compared to the same period
last year. Interest expense was reduced due to the Company's issuance of
marketable securities which reduced the Company's floating rate bank debt. The
average credit line interest rate was 4.0% for the three months ended September
30, 2002, compared to 5.5% in the prior year's period. The reduction in bank
debt interest was partially offset by increased interest expense related to the
Company's 9.0% convertible subordinated debentures due in 2009.
Comparison of the Nine Months Ended September 30, 2002 and 2001
Operating revenues totaled $39.4 million for the nine-month period ended
September 30, 2002, compared to $38.8 million, on a same-store basis, earned a
year ago. Operating revenues for the periods ended September 30, 2002 and 2001
are not comparable due to the sale of a property during July of 2001. Operating
revenues for 2001 were $39.3 million. Operating revenues for the nine-month
period ended September 30, 2002 were positively affected by increased rental
rates, but negatively impacted by lower occupancy levels. In particular, the
occupancy levels at certain of the Company's apartment communities declined in
the first nine months of the year. Management has formulated and is implementing
steps to increase the occupancy rates at these communities. Operating costs were
$14.2 million in 2002, compared to $13.2 million in 2001. The increase in
operating costs was due primarily to increased property insurance costs and
operations and maintenance costs at several apartment communities. Net operating
income totaled $25.2 million for the nine months ended September 30, 2002,
compared to $25.8 million, on a same-store basis, earned in 2001. Net operating
income for 2001 was $26.1 million.
Interest expense for the nine months ended September 30, 2002 decreased
approximately $1.5 million compared to 2001. Interest expense was reduced due to
the Company's issuance of marketable securities, which reduced the Company's
floating rate bank debt. The average credit line interest rate was 3.9% for the
nine months ended September 30, 2002, compared to 6.5% in the prior year's
period. The reduction in bank debt interest was partially offset by increased
interest expense related to the Company's 9.0% convertible subordinated
debentures due in 2009.
Liquidity and Capital Resources
The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating
requirements, debt service obligations, and distributions to shareholders. In
addition, the Company maintains unsecured credit lines with commercial banks,
which it utilizes to supplement cash provided by operating activities and to
initially finance the cost of property development and redevelopment activities,
portfolio acquisitions and other expenditures. At September 30, 2002, the
Company had $3.5 million in cash and cash equivalents and $50 million in
committed bank lines of credit facilities, of which approximately $47.7 million
was available. In addition, on October 31, 2002, the Company executed a $15
million secured line of credit. These lines of credit are renewable on an annual
basis and utilization 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 increased approximately $4.0
million in 2002 compared to the same period in 2001. The increase was
principally attributable to a decrease in receivables and accrued revenue and to
an increase in short-term payables.
Net cash flows used in investing activities increased approximately $9.6 million
in 2002 from 2001, primarily attributable to increased development activities
and no sales of properties in the current year. The Company is currently
constructing a second phase of its Governors Gate apartment complex in
Pensacola, Florida and a new apartment community in Slidell,
10
Louisiana. The aggregate construction costs are estimated to be $22.9 million,
of which $3.5 million has been funded through September 30, 2002. The Company
currently plans to fund the remaining construction costs through operating cash
flows and usage of its unsecured bank lines of credit. In accordance with
industry practice and Company policy, during the quarter, the Company
capitalized $136,000 in interest costs related to these and other developments.
Net cash flows used in financing activities decreased approximately $8.1 million
in 2002 from 2001 due to (i) an increase in net cash proceeds of approximately
$6.6 million from the issuance of common stock primarily pursuant to the direct
stock purchase and dividend reinvestment plan; (ii) net cash proceeds of $35.0
million from the offering for cash of debentures and preferred stock of which
$33.8 million was used to retire existing debentures and the remaining $1.2
million was available for general corporate purposes; (iii) increased cash
dividends to shareholders of $3.4 million resulting from additional shares
outstanding and (iv) a $4.0 million reduction in cash usage due to lower net
payments on notes payable to banks.
As of September 30, 2002, fourteen of the Company's properties, comprising
approximately 49% of its gross investment in real estate, were subject to a
total of $109.5 million in mortgage obligations, all of which are long-term,
generally non-recourse and bear fixed rates of interest for fixed terms. The
remaining fifteen properties and vacant parcels of land in the portfolio are
currently unencumbered by debt. The Company anticipates that its current cash
balance, operating cash flows, and borrowing capacity (including borrowings
under its lines of credit) will be adequate to fund the Company's future (i)
operating and administrative expenses, (ii) debt service obligations, (iii)
distributions to shareholders, (iv) development activities, (v) capital
improvements on existing properties, and (vi) typical repair and maintenance
expenses at its properties.
The Board of Directors, on November 8, 2002, declared a cash dividend of
$.609375 on the Company's Series B cumulative redeemable preferred stock
("preferred stock"), payable on February 17, 2003, to shareholders of record on
January 31, 2003. The terms of the preferred stock requires the Company to pay
quarterly dividends of $.609375 per preferred share on a quarterly basis. The
dividend on the preferred stock must be declared before a quarterly dividend on
common stock may be declared.
The Company's current common stock dividend policy is to pay quarterly dividends
to shareholders, based upon funds from operations, as well as other factors. As
funds from operations excludes the deduction of certain non-cash charges,
principally depreciation on real estate assets, quarterly dividends will
typically be greater than net income and may include a tax-deferred return of
capital component. The Board of Directors, on November 8, 2002, declared a cash
dividend on common stock of $0.23 per share for the period July 1, 2002 through
September 30, 2002, payable on December 5, 2002 to shareholders of record as of
November 29, 2002.
Funds From Operations
Real estate industry analysts and the Company utilize the concept of funds from
operations as an important analytical measure of a Real Estate Investment
Trust's financial performance. The Company considers funds from operations in
evaluating its operating results and its dividend policy, as previously
mentioned, is also based, in part, on the concept of funds from operations.
Funds from operations (FFO) is defined by the Company 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 (in
thousands):
11
Quarter Ended September 30
--------------------------
2002 2001
---------------------------- ----------------------------
Dollars Shares Dollars Shares
------------ ------------ ------------ ------------
Net Income $ 747 13,091 $ 1,260 8,299
Additions:
Depreciation 2,849 2,816
Partnership depreciation 9 9
Deductions:
Minority depreciation 16 13
Preferred dividends 205
Gain on sale or real estate 506
Amortization costs 154 159
------------ ------------ ------------ ------------
Funds from Operations - Basic $ 3,230 13,091 $ 3,407 8,299
Interest on convertible debentures 1,273 1,238
Amortization of debenture
issuance costs 63 61
------------ ------------ ------------ ------------
Funds from Operations - Diluted $ 4,566 18,236 $ 4,706 13,136
============ ============ ============ ============
Nine Months Ended September 30
------------------------------
2002 2001
---------------------------- ----------------------------
Dollars Shares Dollars Shares
------------ ------------ ------------ ------------
Net Income $ 2,339 12,776 $ 2,619 8,204
Additions:
Depreciation 8,498 8,481
Partnership depreciation 28 26
Early extinguishment of debt 155
Deductions:
Minority depreciation 43 38
Preferred dividends 205
Gain on sale of real estate 506
Amortization costs 453 473
------------ ------------ ------------ ------------
Funds from Operations - Basic $ 10,319 12,776 $ 10,109 8,204
Interest on convertible debentures 4,014 3,713
Amortization of debenture
issuance costs 188 183
------------ ------------ ------------ ------------
Funds from Operations - Diluted $ 14,521 18,098 $ 14,005 13,040
============ ============ ============ ============
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.
New Accounting Pronouncements
During the second quarter of 2002, the FASB issued Statement 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections ("Statement 145"). This statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishments of Debt, and requires that all
gains and losses from extinguishments of debt should be classified as
extraordinary items only if they meet the criteria in APB No. 30. Applying APB
No. 30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or
12
that meet the criteria for classification as to an extraordinary item. Any gain
or loss on extinguishment of debt that was classified as an extraordinary item
in prior periods presented that does not meet the criteria in APB No. 30 for
classification as an extraordinary item must be reclassified. The Company will
adopt the provisions related to the rescission of SFAS No. 4 as of January 1,
2003, and will reclassify its 2002 early extinguishment of debt in the
appropriate period.
In June 2002, the Financial Accounting Standards Board issued Statement 146,
Accounting for Costs Associated with Exit or Disposal Activities. Statement 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and requires that the liabilities associated with these
costs be recorded at their fair value in the period in which the liability is
incurred. Statement 146 will be effective for us for disposal activities
initiated after December 31, 2002. We are in the process of evaluating the
effect (if any) that adopting Statement 146 will have on our consolidated
financial position, results of operations or cash flows.
Future Results
This Form 10-Q and other documents prepared and statements made by the Company,
may contain certain forward-looking statements that are subject to risk and
uncertainty. Investors and potential investors in the Company's securities are
cautioned that a number of factors could adversely affect the Company and cause
actual results to differ materially from those in the forward-looking
statements, including, but not limited to (a) the inability to lease current or
future vacant space in the Company's properties; (b) decisions by tenants and
anchor tenants who own their space to close stores at the Company's properties;
(c) the inability of tenants to pay rent and other expenses; (d) tenant
financial difficulties; (e) general economic and world conditions, including
threats to the United States homeland from unfriendly factions; (f) decreases in
rental rates available from tenants; (g) increases in operating costs at the
Company's properties; (h) increases in corporate operating costs associated with
new regulatory requirements; (i) lack of availability of financing for
acquisition, development and rehabilitation of properties by the Company; (j)
possible dispositions of mature properties since the Company is continuously
engaged in the examination of its various lines of business; (k) increases in
interest rates; (l) a general economic downturn resulting in lower retail sales
and causing downward pressure on occupancies and rents at retail properties; as
well as (m) the adverse tax consequences if the Company were to fail to qualify
as a REIT in any taxable year. Except as required under federal securities laws
and the rules and regulations of the SEC, we do not have any intention or
obligation to update or revise any forward-looking statements in this Form 10-Q,
whether as a result of new information, future events, changes in assumptions or
otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We incorporate by reference the disclosure contained in Item 7a, Quantitative
and Qualitative Disclosures About Market Risk, of the Company's Form 10-K, for
the year ended December 31, 2001. There have been no material changes during the
first nine months of 2002.
Item 4. Controls and Procedures.
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.
In addition, the Company reviewed its internal controls, and there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.
13
PART II
Other Information
Item 1. Legal Proceedings.
The Company operates in various states in the Gulf South and has
subsidiaries and other affiliates domiciled in those states owning
titles to the properties in their respective states. There are no
pending legal proceedings to which the Company or any subsidiary or
affiliate is a party or to which any of its properties is subject
which in the opinion of management and its litigation counsel has
resulted or will result in any material adverse effect to the
financial position of the Company as a whole.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 15. Letter regarding Unaudited Interim Financial
Information (filed herewith).
(b) Reports on Form 8-K
(1) Form 8-K filed August 13, 2002.
Regulation FD Disclosure. Certifications by the Chief
Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 to accompany the Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
-------------------------------
(Registrant)
By: /S/ ROBERT A. WHELAN
-----------------------------------
Robert A. Whelan
Chief Financial Officer
Date: November 12, 2002
14
CERTIFICATIONS
I, Sidney W. Lassen, certify that:
1. I have reviewed the quarterly report on Form 10-Q of Sizeler Property
Investors, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluations as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/S/ SIDNEY W. LASSEN
-------------------------------------
Sidney W. Lassen
Chief Executive Officer
15
CERTIFICATIONS
I, Robert A. Whelan, certify that:
1. I have reviewed the quarterly report on Form 10-Q of Sizeler Property
Investors, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluations as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: November 12, 2002
/S/ ROBERT A. WHELAN
-------------------------------------
Robert A. Whelan
Chief Financial Officer
16