<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9349
SIZELER PROPERTY INVESTORS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 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 Checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
8,419,669 shares of Common Stock ($.01 Par Value) were outstanding as
of May 9, 1997.
Page 1 of 10 Pages
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SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
----
Part I: FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9-10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
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<PAGE>
PART I
FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1997 1996
------------- ------------
<S> <C> <C>
Real estate investments:
Land $ 48,653,000 $ 48,645,000
Buildings and improvements, net of
accumulated depreciation of $39,716,000
in 1997 and $37,518,000 in 1996 216,752,000 217,313,000
Investment in real estate partnership 943,000 948,000
------------ ------------
266,348,000 266,906,000
Cash and cash equivalents 826,000 468,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $195,000 in 1997 and $204,000 in 1996 2,353,000 3,028,000
Prepaid expenses and other assets 8,672,000 7,978,000
------------ ------------
Total Assets $278,199,000 $278,380,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable $ 68,013,000 $ 68,080,000
Notes payable 55,153,000 52,639,000
Accounts payable and accrued expenses 3,008,000 4,372,000
Tenant deposits and advance rents 852,000 832,000
Commitments and contingencies --- ---
Minority interest in real estate partnerships 212,000 212,000
------------ ------------
127,238,000 126,135,000
Convertible subordinated debentures 62,878,000 62,878,000
------------ ------------
Total Liabilities 190,116,000 189,013,000
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, 3,000,000 shares authorized, none issued --- ---
Common stock, par value $.01 per share, 15,000,000 shares
authorized, shares issued and outstanding -- 8,957,369
in 1997 and 8,946,369 in 1996 90,000 89,000
Additional paid-in capital 127,527,000 127,420,000
Accumulated distributions in excess of net earnings (34,421,000) (33,170,000)
------------ ------------
93,196,000 94,339,000
Treasury shares, at cost, 537,700 shares in 1997 and
523,700 in 1996 (5,115,000) (4,970,000)
Unrealized gain or (loss) on securities 2,000 (2,000)
------------ ------------
Total Shareholders' Equity 88,083,000 89,367,000
------------ ------------
Total Liabilities and Shareholders' Equity $278,199,000 $278,380,000
============ ============
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended March 31,
---------------------------
1997 1996
------------ ------------
<S> <C> <C>
OPERATING REVENUE
Rents and other income $11,307,000 $10,824,000
Equity in income of partnership 25,000 25,000
----------- -----------
11,332,000 10,849,000
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OPERATING EXPENSES
Management & leasing fees 615,000 534,000
Utilities 482,000 448,000
Real estate taxes 850,000 792,000
Operations & maintenance 1,602,000 1,504,000
Administrative expenses 617,000 524,000
Other operating expenses 581,000 612,000
Depreciation & amortization 2,365,000 2,218,000
----------- -----------
7,112,000 6,632,000
----------- -----------
INCOME FROM OPERATIONS 4,220,000 4,217,000
----------- -----------
OTHER INCOME (EXPENSES)
Interest, dividends, & other income 40,000 46,000
Interest expense (3,654,000) (3,672,000)
----------- -----------
(3,614,000) (3,626,000)
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INCOME BEFORE EXTRAORDINARY ITEM 606,000 591,000
----------- -----------
Extraordinary item--early extinguishment of debt --- (449,000)
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NET INCOME $ 606,000 $ 142,000
=========== ===========
PER SHARE DATA:
Income before extraordinary item $ 0.07 $ 0.07
=========== ===========
Extraordinary item $ --- $ (0.05)
=========== ===========
Net income $ 0.07 $ 0.02
========== ===========
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1997 1996
------------- ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 606,000 $ 142,000
Adjustments to reconcile net cash income to net
cash provided by operating activities:
Depreciation 2,365,000 2,218,000
Extraordinary item--early extinguishment of debt --- 449,000
Decrease in accounts receivable and accrued revenue 675,000 323,000
Decrease in prepaid expenses and other assets 95,000 12,000
Decrease in accounts payable and accrued expenses (1,365,000) (384,000)
Other, net 84,000 26,000
----------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 2,460,000 2,786,000
----------- ----------
INVESTING ACTIVITIES:
Improvements to real estate investments (1,645,000) (2,008,000)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,645,000) (2,008,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable and notes
payable to banks 2,514,000 1,635,000
Principal payments on mortgage notes payable and
notes payable to banks (67,000) (47,000)
Debt issuance costs and mortgage escrow deposits (904,000) (217,000)
Cash dividends paid (1,855,000) (1,866,000)
Issuance of shares pursuant to stock option plans --- 88,000
Purchase of treasury shares (145,000) (516,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (457,000) (923,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents 358,000 (145,000)
Cash and cash equivalents at beginning of year 468,000 1,274,000
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 826,000 $ 1,129,000
=========== ===========
</TABLE>
See notes to consolidated financial statements.
- 5 -
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 1997, are not necessarily
indicative of the results that may be expected for the year ending December 31,
1997. The consolidated balance sheet at December 31, 1996, has been derived
from the audited consolidated financial statements at that date, but does not
include all of the information and footnotes required by generally accepted
accounting principles 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, 1996.
NOTE B -- EXTRAORDINARY ITEM
Net income for 1996 includes an extraordinary non-cash charge of $449,000
resulting from deferred financing costs expensed in connection with the
refinancing of approximately $20 million of mortgage debt.
NOTE C -- EARNINGS PER SHARE
Primary earnings per share is based upon the weighted average number of shares
outstanding. The weighted average number of shares outstanding were 8,426,000
and 8,463,000 for the three months ended March 31, 1997 and 1996, respectively.
NOTE D -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings, and
improvements. At March 31, 1997, mortgage notes payable totalled $68.0 million.
Individual notes ranged from $2.0 million to $16.0 million, with fixed rates of
interest ranging from 7.44% to 10.88%, and maturity dates ranging from March
1, 1998, to September 30, 2001. Net book values of properties securing these
mortgage notes payable totalled $103.5 million at March 31, 1997, with
individual property net book values ranging from $3.3 million to $27.1 million.
NOTE E -- NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued two new accounting
statements which are effective for periods ending after December 15, 1997. FASB
Statement No. 128, Earnings Per Share, specifies the computation, presentation,
and disclosure requirements for earnings per share (EPS), and was issued to
simplify the computation of EPS. FASB Statement No. 129, Disclosure of
Information about Capital Structure, prescribes certain information to be
disclosed concerning the Company's capital structure and various securities
outstanding. The Company has reviewed the statements and management does not
believe that these pronouncements will have a material impact on its fiscal 1997
consolidated financial statements.
- 6 -
<PAGE>
FINANCIAL INFORMATION (CONTINUED)
RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
Operating revenue totalled $11.3 million, reflecting a 5% increase over the
same period a year ago, which totalled $10.8 million. Operating revenue for
retail centers and apartments were $6.4 million and $4.9 million, respectively,
an increase of 3% and 7%, respectively. The increase in operating revenue is
due primarily to increases in rental rates and sustained higher occupancy levels
at the properties. Income from operations, before depreciation, increased
$150,000, while depreciation expense increased $147,000, thus income from
operations had a slight increase. The Company's retail centers and apartment
communities were 95% and 98% leased, respectively, at March 31, 1997. Operating
expenses increased due to fees resulting from improved operating performance at
the Company's properties, higher real estate taxes, higher maintenance expenses,
and an increase in franchise taxes.
Interest expense decreased $18,000 attributable to the following: (1) a
decrease of $42,000 in mortgage interest expense resulting from mortgage debt
refinanced at lower interest rates in 1996; offset by (2) an increase of $24,000
in interest expense on bank debt (average bank borrowings were approximately
$55.2 million and $53.4 million for the first quarter of 1997 and 1996,
respectively, with an average rate of interest of 7.1% for both periods.)
Net income totalled $606,000, or $0.07 per share, compared to $142,000, or
$0.02 per share, for the same period in 1996. Net income for the first quarter
in 1996 included an extraordinary charge of $449,000 resulting from deferred
financing costs expensed in connection with the refinancing of mortgage debt.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of working capital for the Company is net cash provided
by operating activities, from which the Company funds normal operating
requirements 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 March 31, 1997, the Company had $826,000 of cash and
cash equivalents and bank commitments for $100 million of lines of credit, of
which approximately $45 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 prescribed debt-to-equity or other
financial ratios.
Net cash flows provided by operating activities decreased $326,000 in the
first quarter of 1997 compared to the same period in 1996, attributable
primarily to a decrease in accounts payable and accrued expenses from the
payment of accrued interest on the Company's convertible subordinated debentures
in January 1997, offset by an increase in income from operations before
depreciation, as described in the previous section, in addition to changes in
operating assets.
Net cash flows used in investing activities decreased $363,000 in 1997 from
1996, attributable to a decrease in expenditures for capital improvements due to
the completion of a roofing project at one of the Company's retail centers in
1996. The Company had no major commitments for capital improvements at March
31, 1997.
Net cash flows used in financing activities decreased $466,000, primarily
attributable to a reduction in treasury shares repurchased and stock options
exercised.
- 7 -
<PAGE>
As of March 31, 1997, thirteen of the Company's properties, comprising
approximately 38% of its gross investment in real estate, were subject to a
total of $68.0 million in mortgage debt, all of which bears a fixed rate of
interest for a fixed term. The remaining sixteen properties in the portfolio are
currently unencumbered by debt. The Company anticipates that its current cash
balance, operating 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, and (v) normal repair and maintenance
expenses 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 on real estate assets and certain non-
operating items, quarterly dividends will typically be greater than net income
and may include a tax-deferred return of capital component. On May 9, 1997, the
Company's Board of Directors declared a cash dividend with respect to the
quarter ending March 31, 1997, of $0.22 per share, payable on June 3, 1997, to
shareholders of record as of May 30, 1997.
The Financial Accounting Standards Board (FASB) has issued two new
accounting statements which are effective for periods ending after December 15,
1997. FASB Statement No. 128, Earnings Per Share, specifies the computation,
presentation, and disclosure requirements for earnings per share (EPS), and was
issued to simplify the computation of EPS. FASB Statement No. 129, Disclosure
of Information about Capital Structure, prescribes certain information to be
disclosed concerning the Company's capital structure various securities
outstanding. The Company has reviewed the statements and management does not
believe that these pronouncements will have a material impact on its fiscal 1997
consolidated financial statements.
FUNDS FROM OPERATIONS
Real estate industry analysts 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 is defined by the Company as net income, excluding
gains (or losses) from sales of property and other non-operating extraordinary
items, 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
generally accepted accounting principles, nor is it indicative that cash flows
are adequate to fund all cash needs. Funds from operations should not be
considered as an alternative to net income as defined by generally accepted
accounting principles or to cash flows as a measure of liquidity.
For the three-month period ended March 31, 1997, funds from operations
totalled $2.81 million, compared to $2.65 million for the same period in 1996,
an increase of approximately $160,000. The increase in funds from operations is
characterized by internal growth and improved operating performance by the
Company's retail and apartment properties.
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 (a) the inability to lease currently 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 bankruptcies; (e) decreases
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<PAGE>
in rental rates available from tenants; (f) increases in operating costs at the
Company's properties; (g) lack of availability of financing for acquisition,
development and rehabilitation of properties by the Company; (h) increases in
interest rates; and (i) a general economic downturn resulting in lower retail
sales and causing downward pressure on occupancies and rents at retail
properties.
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. Also, 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 contribute towards property
operating expenses, thereby reducing the Company's exposure to higher costs
caused by inflation. Apartment leases are written for short terms, generally six
to twelve months.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or
to which any of its properties is subject, which in the opinion of
management has resulted or will result in any material adverse effect on
the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of Shareholders, held on May 9, 1997, the
following matters were submitted for voting by the shareholders:
(1) Election of Three Directors - The shareholders re-elected Thomas A.
Masilla, Jr., James W. McFarland, and Theodore H. Strauss to serve
until the Annual Meeting of Shareholders in 2000 or until their
successors are duly elected and qualified (the terms of office of J.
Terrell Brown, Francis L. Fraenkel, Harold B. Judell, Sidney W. Lassen
and Richard L. Pearlstone continued after the meeting).
Votes Votes
Directors For Withheld
--------- ----- --------
Thomas A. Masilla, Jr. 7,505,131 269,652
James W. McFarland 7,504,818 269,965
Theodore H. Strauss 7,497,691 277,092
- 9 -
<PAGE>
(2) Ratification of an Amendment to the Sizeler Property Investors, Inc.
1994 Director's Stock Ownership Plan -
Votes Votes Votes
For Against Abstaining
----- ------- ----------
7,226,543 444,916 103,324
(3) Ratification of an amendment to the Sizeler Property Investors, Inc.
1996 Stock Option Plan -
Votes Votes Votes
For Against Abstaining
----- ------- ----------
7,220,169 450,647 103,967
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
SIGNATURES
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/ Thomas A. Masilla, Jr.
---------------------------------
Thomas A. Masilla, Jr.
Vice Chairman and President
(Principal Operating and Chief
Financial Officer)
Date: May 12, 1997
- 10 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 826,000
<SECURITIES> 0
<RECEIVABLES> 2,548,000
<ALLOWANCES> 195,000
<INVENTORY> 0
<CURRENT-ASSETS> 3,179,000
<PP&E> 306,064,000
<DEPRECIATION> 39,716,000
<TOTAL-ASSETS> 278,199,000
<CURRENT-LIABILITIES> 58,161,000
<BONDS> 130,891,000
0
0
<COMMON> 90,000
<OTHER-SE> 87,993,000
<TOTAL-LIABILITY-AND-EQUITY> 278,199,000
<SALES> 0
<TOTAL-REVENUES> 11,332,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,112,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,654,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 606,000
<EPS-PRIMARY> 0.07
<EPS-DILUTED> 0
</TABLE>
