<PAGE>
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, 1997 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 (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, $.01 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 $84,334,000 at March 20, 1998.
The number of shares of common stock outstanding at March 20, 1998, was
8,439,006.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for the annual
meeting of its shareholders to be held in May 1998 are incorporated by reference
in Part III of this report.
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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.
The Company is a self-administered equity real estate investment trust
(REIT) that invests in income- producing shopping center and apartment
properties in the southern United States. At December 31, 1997, the Company's
investment portfolio included interests in three enclosed regional shopping
malls, two power shopping centers, eleven community shopping centers, and
thirteen apartment communities. The properties are located in Louisiana (15),
Florida (9), Alabama (4), and Texas (1). Leasable area of the retail properties
totalled approximately 2.7 million s.f., and the apartment communities contained
3,157 units. At December 31, 1997, the Company's retail and apartment
properties were each approximately 96% leased.
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 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
The Company's fundamental investment objective is to create long-term value
for its shareholders. The Company expects to achieve this objective through an
overall strategy, focused on making opportunistic property acquisitions and
employing an effective value-added asset management program, which emphasizes
cash flow growth and the appreciation of property values. The Company may also
participate with other entities in property ownership, through joint ventures or
other types of co-ownership.
The Company's strategy for future growth is to acquire shopping center and
apartment properties in fundamentally strong markets in the southern United
States and to improve the operating performance of those properties through its
effective and efficient leasing and management programs. The Company also
intends, from time to time, to implement programs of redevelopment or expansion
of certain of its properties and, subject to market conditions, develop new
properties within its geographical region. The Company believes that its
regional concentration and substantial knowledge of the markets in which it
operates affords it a competitive advantage in the identification of real estate
trends and investment opportunities within those markets.
At December 31, 1997, approximately 64% of the Company's portfolio
consisted of investments in shopping centers and 36% consisted of investments in
apartments. In order to provide a degree of portfolio risk diversification,
while maintaining a focused approach to asset management, the Company has
elected to expand its ownership of apartment properties and, to the extent
practical, intends to achieve a balanced portfolio of investments in shopping
centers and apartments.
The Company considers numerous factors 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 potential to increase cash flow through effective property
management;
--geographic area and demographic profile;
--property size and composition of tenants;
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--availability of financing, including the possibility of assuming existing
financing or the potential for refinancing;
--condition, quality of design, construction, and other physical
attributes;
--current and expected economic environment of local and regional real
estate markets;
--the presence of or proximity to potential environmental problems;
--current and historical occupancy levels;
--current and historical sales levels of retail tenants;
--other characteristics of existing tenants, including credit-worthiness;
--anticipated future treatment under applicable federal, state, and local
tax laws and regulations; and
--potential for appreciation in value.
Although the Company presently makes equity investments in real estate, it
may invest in mortgages and other types of interests in real estate. The
Company may also invest in the securities of other entities engaged in real
estate activities or securities of other issuers, subject to the limitations of
such investments necessary to maintain REIT qualification.
An important part of the Company's overall strategic initiative is to
increase cash flow and to enhance the value of its portfolio through: (1)
maximizing rental income by achieving an optimum level of rental rates and
occupancy levels; (2) operating properties in a cost-effective manner; (3)
renovating existing properties in order to maintain or improve their competitive
position and performance in the marketplace; (4) developing new properties; and
(5) accessing the most cost effective sources of capital to finance its
properties.
The Company expects to hold its properties as long-term investments and has
no maximum period for retention of each investment. Under ordinary
circumstances, the Company would not expect to sell property held for less than
four years.
COMPETITION
There are numerous real estate entities which compete with the Company in
seeking properties for acquisition and/or development and tenants for occupancy
in its market area. The Company believes that the principal competitive factors
affecting the attraction and retention of its tenants are property location,
visibility, and accessibility, as well as the quality, condition, and overall
appearance of its properties. The Company also competes with other entities for
capital funds necessary to support its investment activities and asset growth.
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 relating to the Company's investment properties which
would have a material adverse effect on the Company's business, assets, or
results of operations.
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.
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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:
<TABLE>
<CAPTION>
Name Age Position(s) with the Company
---- --- ----------------------------
<S> <C>
Sidney W. Lassen . . . . . . . . . . . . 63 Chairman of the Board, Chief Executive Officer, and Director
Thomas A. Masilla, Jr. . . . . . . . . . 51 Vice Chairman, President, Principal Operating and Chief Financial
Officer, and Director
</TABLE>
Mr. Lassen has been an executive officer of the Company since its inception
in 1986, and has been involved in the acquisition, development, management, and
disposition of shopping center and apartment properties for approximately 40
years. He has previously served as a trustee of the International Council of
Shopping Centers, the national association for the shopping center industry.
Mr. Lassen is Chairman of the Board and Chief Executive Officer of Sizeler
Realty Co., Inc., and a director of the Hibernia Corporation.
Mr. Masilla was elected to the position of Vice Chairman of the Company in
1994, Principal Operating Officer and President in 1995, Chief Financial Officer
in 1996, and has been a member of the Company's Board of Directors since 1986.
Mr. Masilla, a certified public accountant, was a consultant to the Company from
1992 to 1994, and was a consultant to Sizeler Realty Co., Inc. from 1992 to
1994. Mr. Masilla has been a corporate executive and manager for more than 25
years, with extensive experience in commercial bank management.
PROPERTY MANAGEMENT
The Company has a management agreement with Sizeler Real Estate Management
Co., Inc. (the "Management Company"), which is wholly-owned by Sizeler Realty
Co., Inc. ("Sizeler Realty"). Sizeler Realty is a diversified real estate
services company in which a beneficial minority interest is directly owned by
Sidney W. Lassen and the balance is owned by members of the family of Mr.
Lassen's wife, her mother's estate, and her father's estate.
Under the terms of the management agreement with the Company, the
Management Company performs leasing and management services with respect to the
Company's properties, including, for each property, the annual preparation of
detailed operating and capital budgets, accounting, data processing, collection
of rents, repairs, cleaning, maintenance, and other operating services. Upon
request of the Company, the Management Company also performs, or causes to be
performed, additional services, such as advertising, promotion, market research,
and other management information.
The Management Company is paid a fee based on the Company's gross
investment in real estate, subject to adjustment for year-to-year increases or
decreases in funds from operations per share of the Company.
ECONOMIC CONDITIONS
The Company is affected by national and local economic conditions and
changes in real estate markets. The financial performance of shopping center
properties depends upon the strength of retail sales, which are directly
affected by trends in employment and personal income. Apartment properties are,
likewise, affected by the economic conditions and employment trends of the
communities in which they are located.
Fifteen of the Company's properties, comprising approximately 50% of its
investment portfolio, are located in Louisiana. The Louisiana economy, since
the late 1980's, has experienced economic recovery as reflected in higher levels
of employment and an increase in general economic activity, in particular, a
resurgence in the energy business driven by the deep-water drilling activities
of major oil companies in the Gulf of Mexico. The national economy also has an
impact on Louisiana, particularly as it affects the tourism and convention
industry, which is an important segment of the Louisiana economy.
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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 of the Gulf South region.
ITEM 2. PROPERTIES.
As of December 31, 1997, the Company's real estate portfolio included
interests in sixteen shopping centers and thirteen apartment communities. The
Company holds, directly, or indirectly through partnerships, a fee interest in
all of its properties, with the exception of the Southwood Shopping Center in
Gretna, Louisiana, and the Westland Shopping Center, in Kenner, Louisiana, in
which it holds its interests under long-term ground leases. Fourteen of the
Company's properties were subject to mortgage loans at December 31, 1997.
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. The Company does not presently maintain
insurance coverage for environmental liabilities.
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The following table sets forth certain information concerning the
Company's real estate investments as of December 31, 1997:
<TABLE>
<CAPTION>
Percent
Leased(d)
Gross Leasable Area December 31,
Year Year Last in Square Feet or ---------------
Description Completed Renovated Rentable Units 1997 1996
- ----------- --------- --------- -------------- ---- ----
REGIONAL ENCLOSED MALLS (3)
- ---------------------------
<S> <C> <C> <C> <C> <C>
Hammond Square (b) 1978 1992 364,735 s.f. 91% 84%
(Hammond, Louisiana) 435,139 (a)
North Shore Square (b) 1986 1995 355,852 97% 97%
(Slidell, Louisiana) 623,901(a)
Southland Mall (b) 1970, 1981 1994 469,663/ 98% 96%
(Houma, Louisiana) 623,335 (a)
POWER SHOPPING CENTERS (2)
- --------------------------
Lantana Plaza 1992 --- 275,928 98% 98%
(Palm Beach County, Florida)
Westward 1961, 1990 1995 226,547 100% 100%
(W. Palm Beach, Florida)
COMMUNITY SHOPPING CENTERS (11)
- -------------------------------
Airline Park(b) 1973 1986 71,368 93% 88%
(Metairie, Louisiana)
Azalea Gardens (b) 1950 1986 45,032 100% 100%
(Jefferson, Louisiana)
Camelot Plaza 1981 --- 80,760 89% 94%
(San Antonio, Texas)
Colonial (b) 1967 1987 43,230 35% 42%
(Harahan, Louisiana)
Delchamps Plaza (b) 1989 --- 72,649 100% 100%
(Gonzales, Louisiana) 186,649 (a)
Rainbow Square 1986 --- 74,746 100% 100%
(Dunnellon, Florida) 116,746 (a)
Southwood (c) 1986 --- 40,000 100% 96%
(Gretna, Louisiana)
Town & Country 1989 --- 148,782 99% 99%
(Palatka, Florida)
Weeki Wachee Village 1987 --- 82,349 94% 96%
(Weeki Wachee, Florida)
Westgate (b) 1964 1987 208,319 98% 98%
(Alexandria, Louisiana)
Westland (b) 1966 1990 108,271 98% 98%
(Kenner, Louisiana) --------- ---- ----
2,668,231 96% 95%
========= ==== ====
APARTMENTS (13)
- ---------------
Bel Air 1968, 1974 --- 202 units 96% 98%
(Mobile, Alabama)
Bryn Mawr 1991 --- 240 units 100% 100%
(Naples, Florida)
Colonial Manor (b) 1967 1992 48 units 98% 98%
(Harahan, Louisiana)
Garden Lane (b) 1966, 1971 --- 261 units 95% 99%
(Gretna, Louisiana)
Georgian (b) 1951 1993 135 units 93% 85%
(New Orleans, Louisiana)
Hampton Park 1977 1995 300 units 97% 99%
(Mobile, Alabama)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Jamestown Estates 1972 --- 177 units 97% 97%
(Pensacola, Florida)
Lafayette Square 1969-1972 1995 675 units 93% 96%
(Mobile, Alabama)
Lakeview Club 1992 --- 443 units 98% 98%
(Ft. Lauderdale, Florida)
Magnolia Place (b) 1984 --- 148 units 99% 99%
(New Iberia, Louisiana)
Pine Bend 1979 --- 152 units 98% 98%
(Mobile, Alabama)
Steeplechase (b) 1982 --- 192 units 100% 100%
(Lafayette, Louisiana)
Woodcliff 1977 --- 184 units 96% 100%
(Pensacola, Florida) ----------- ---- ----
3,157 units 96% 98%
=========== ==== ====
</TABLE>
(a) The larger number is the total area of the indicated center, including
owner-occupied stores in which the Company has no ownership interest. The
Hammond Square and the Southland Mall Shopping Centers have stores owned by
Dillard Department Stores, Inc., comprising 70,404 s.f. and 153,672 s.f. of
space, respectively; the North Shore Square Shopping Mall has stores owned
by Maison Blanche, Inc., a subsidiary of Mercantile Stores Co., Inc.,
Mervyn's, and Dillard Department Stores, Inc., comprising 115,776 s.f.,
75,319 s.f., and 76,954 s.f. of space, respectively; the Delchamps Plaza and
the Rainbow Square Shopping Centers have stores owned by Wal-Mart Stores,
Inc., comprising 114,000 s.f. and 42,000 s.f., respectively.
(b) The Company has a 99% partnership interest in these properties.
(c) The Company has a 50% partnership interest in Southwood Shopping Center.
(d) 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, other than routine litigation arising in the ordinary course of
business or which is 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 1997.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
The Company's shares of common stock ("shares") and its 8% convertible
subordinated debentures are listed for trading on the New York Stock Exchange
under the symbol "SIZ" and "SIZ 03," respectively.
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.
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Dividends
High Low Paid
1997
- ----
1st Quarter..................... $ 10 5/8 $ 9 5/8 $0.22
2nd Quarter..................... 10 1/2 9 5/8 $0.22
3rd Quarter..................... 11 3/4 10 1/4 $0.22
4th Quarter..................... 11 5/8 9 11/16 $0.22
1996
- ----
1st Quarter..................... $ 9 3/4 $ 7 3/8 $0.22
2nd Quarter..................... 9 7 7/8 $0.22
3rd Quarter..................... 9 8 1/2 $0.22
4th Quarter..................... 9 7/8 8 7/8 $0.22
As of March 16, 1998, there were 477 individually-listed owners of record
of the Company's shares. Approximately 91.5% of the Company's outstanding shares
are held 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.
The Company has paid dividends in each quarter since its inception as a
publicly-owned company in 1987, with a cumulative total of approximately $70
million paid to shareholders over this time period.
Under the REIT rules of the Internal Revenue Code, the Company must pay at
least 95% 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 distributable
funds, 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:
1997 1996 1995 1994 1993
----- ----- ----- ----- -----
Ordinary Income $0.54 $0.37 $0.40 $0.72 $0.59
Return of Capital 0.34 0.51 0.72 0.38 0.43
Capital Gain --- --- --- --- 0.03
----- ----- ----- ----- -----
Total $0.88 $0.88 $1.12 $1.10 $1.05
===== ===== ===== ===== =====
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 acquires shares for the plan by open market purchases.
Brokerage commissions on all such purchases are paid by the Company and are not
charged to plan participants.
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.
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<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
<S> <C> <C> <C> <C> <C>
OPERATING DATA (1)
Operating Revenue 1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
Rents and other income $ 46,286 $ 44,255 $ 43,087 $ 36,621 $ 25,005
Equity in income of partnerships 94 103 106 75 72
-------- -------- -------- -------- --------
46,380 44,358 43,193 36,696 25,077
Operating Expenses 29,280 27,630 26,044 21,382 14,733
-------- -------- -------- -------- --------
INCOME FROM OPERATIONS 17,100 16,728 17,149 15,314 10,344
-------- -------- -------- -------- --------
Other Income (Expenses)
Interest and dividend
income 63 98 42 82 1,240
Interest expense (14,608) (14,542) (14,497) (10,248) (7,529)
-------- -------- -------- -------- --------
(14,545) (14,444) (14,455) (10,166) (6,289)
-------- -------- -------- -------- --------
INCOME BEFORE GAIN ON
SALE
OF REAL ESTATE 2,555 2,284 2,694 5,148 4,055
-------- -------- -------- -------- --------
Gain on Sale of Real Estate Investments
and Costs Associated with Proposed Real
Estate Investment --- --- --- 8 285
-------- -------- -------- -------- --------
INCOME BEFORE EXTRAORDINARY ITEM 2,555 2,284 2,694 5,156 4,340
Extraordinary item--early
extinguishment of debt --- (449) --- --- (1,611)
-------- -------- -------- -------- --------
NET INCOME $ 2,555 $ 1,835 $ 2,694 $ 5,156 $ 2,729
======== ======== ======== ======== ========
Funds From Operations (2) $ 11,509 $ 10,771 $ 10,492 $ 11,118 $ 8,026
Net Cash Provided by (Used in):
Operating activities $ 13,027 $ 13,583 $ 10,117 $ 10,615 $ 9,767
Investing activities $ (6,836) $ (7,555) $(17,857) $(52,748) $(59,510)
Financing activities $ (5,531) $ (6,834) $ 7,591 $ 37,257 $ 54,465
Dividends Paid $ 7,413 $ 7,425 $ 9,723 $ 9,806 $ 7,181
Per Share Data:
Net income $ 0.30 $ 0.22 $ 0.31 $ 0.58 $ 0.37
Dividends paid $ 0.88 $ 0.88 $ 1.12 $ 1.10 $ 1.05
Weighted Average Shares Outstanding 8,423 8,433 8,690 8,914 7,346
Year Ended December 31,
-----------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
BALANCE SHEET DATA
Gross Investment in Real Estate $311,216 $304,424 $296,884 $279,698 $203,529
Total Assets 276,345 278,380 281,857 269,923 202,904
Mortgage Notes Payable 90,615 68,080 68,317 42,139 19,704
Notes Payable 32,342 52,639 51,419 52,987 5,000
Convertible Subordinated Debentures 62,878 62,878 62,878 62,878 62,955
Total Liabilities 191,818 189,013 186,534 163,213 91,737
Shareholders' Equity 84,527 89,367 95,323 106,710 111,167
- -----------------
</TABLE>
(1) See "Management's Discussion and Analysis of Financial Condition and Results
of Operations" for information regarding factors such as property
acquisitions and dispositions and other transactions which have affected
operating performance during the periods indicated.
(2) Using guidelines established by the National Association of Real Estate
Investment Trusts, funds from operations has been 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.
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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 operations.
The Company's real estate investment portfolio is composed of sixteen
shopping center properties and thirteen apartment properties. As of December
31, 1997, the Company's gross investment in real estate totalled $311.2 million,
and consisted of approximately 64%, or $197.8 million, in shopping centers, and
approximately 36%, or $113.4 million, in apartments. Total revenue for 1997 was
$46.4 million, and consisted of approximately 57%, or $26.4 million, generated
by shopping centers, and approximately 43%, or $20.0 million, generated by
apartments.
RESULTS OF OPERATIONS
Comparison of the years ended December 31, 1997 and 1996.
For the year ended December 31, 1997, operating revenue from shopping
centers and apartments increased $1.2 million and $844,000, respectively,
resulting in a combined total increase of approximately $2.0 million. The
increase in operating revenue is primarily attributable to increases in rental
rates coupled with sustained higher occupancy levels at the properties. Income
from operations totalled $17.1 million, compared to $16.7 million reported in
1996. Operating expenses, before depreciation, in 1997 increased $1.1 million,
compared to 1996, thus income from operations, before depreciation, increased
$875,000 over 1996. The increase in operating expenses is attributable to the
following items: (i) an increase in management and leasing fees due to increases
in investments in real estate properties, increase in the rate used to calculate
the management fee due to the increase in funds from operations in 1997 over
1996, and an increase in leasing fees due to higher leasing activity in 1997;
(ii) an increase in real estate taxes due to increased property value
assessments at several properties; (iii) an increase in administrative expenses
due to higher payroll costs, professional fees, and other administrative costs
associated with the Company's real estate portfolio and capital structure.
Depreciation increased $502,000 due to capital improvements made to the
Company's properties during 1997 and 1996.
Interest and dividend income decreased in 1997 compared to 1996 due to
reduced interest earnings on mortgage escrow deposits resulting from lower
escrow balances during 1997.
Interest expense increased $66,000 over 1996, attributable to the
following: (1) an increase of $98,000 in interest on bank debt (average bank
borrowings were approximately $51.6 million and $51.9 million, with average
interest rates of 7.8% and 7.6% in 1997 and 1996, respectively) offset by (2) a
net decrease of approximately $32,000 in mortgage interest due to: (i)
refinancing of existing mortgage debt of approximately $19.8 million in the
first quarter of 1996, and $3.4 million in the third quarter of 1996, which
resulted in reductions in the interest rates of approximately 200 and 113 basis
points, respectively, offset by (ii) mortgage debt financing totalling $23
million completed in December 1997.
Net income in 1997, compared to 1996, increased in the aggregate and on a
per-share basis. Net income, in 1996, included an extraordinary charge of
$449,000 resulting from deferred financing costs expensed in connection with the
refinancing of mortgage debt.
Comparison of the years ended December 31, 1996 and 1995.
For the year ended December 31, 1996, operating revenue from shopping
centers and apartments increased $143,000 and $1.0 million, respectively,
resulting in a combined total increase of approximately $1.2 million. The
overall increase in operating revenue is primarily attributable to higher rental
rates coupled with higher occupancy, and, to a lesser extent, the acquisition of
an apartment property in mid-January 1995. Income from operations totalled
$16.7 million, compared to $17.1 million reported in 1995. Operating expenses,
before depreciation, in 1996 increased approximately $850,000 compared to 1995,
thus income from operations, before depreciation, increased approximately
$350,000 over 1995. The increase in operating expenses is attributable to the
following items: (i) an increase in management and leasing fees due to increases
in investments in real estate properties of the Company, increase in the rate,
.65% to .688%, used to
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calculate the management fee due to the increase in funds from operations in
1996 over 1995, and an increase in leasing fees due to leasing activity in 1996;
(ii) an increase in real estate taxes due to increased property value
assessments at several properties; (iii) an increase in administrative expenses
due to higher payroll costs, professional fees, and other administrative costs
associated with the Company's real estate portfolio; and (iv) increase in
operations and maintenance costs due to maintenance projects completed in 1996.
Depreciation increased $732,000 due to capital improvements made to the
Company's properties during 1996 and 1995 and the acquisition of a property in
1995.
Interest and dividend income increased in 1996 compared to 1995 due to
interest earnings on mortgage escrow deposits associated with the mortgage debt
financings completed in 1995.
Interest expense increased $45,000 over 1995, attributable to the
following: (1) an increase of $292,000 in interest on bank debt (average bank
borrowings were approximately $51.9 million and $44.0 million, with an average
interest rate of 7.6% and 8.6% in 1996 and 1995, respectively) offset by (2) a
net decrease of approximately $247,000 in mortgage interest due to: (i)
repayment of approximately $25.9 million of mortgage debt during the third
quarter of 1995, (ii) mortgage debt financings totalling approximately $16.4
million completed during the fourth quarter of 1995, and (iii) refinancing of
existing mortgage debt of approximately $19.8 million in the first quarter of
1996, and $3.4 million in the third quarter of 1996, which resulted in
reductions in the interest rates of approximately 200 and 113 basis points,
respectively.
The 1996 refinancing described above resulted in an extraordinary non-cash
charge of $449,000, due to expensing deferred financing costs associated with
the original financing.
Net income in 1996, compared to 1995, decreased in the aggregate and on a
per-share basis, due principally to the extraordinary non-cash charge, combined
with the increase in depreciation expense, as explained above; the impact on net
income was $0.05 and $0.09 per share, respectively.
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, 1997, the Company had $1.1 million in cash
and cash equivalents, and commitments for a total of $80.0 million of bank lines
of credit, of which approximately $47.7 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 $556,000 in 1997
from 1996, and increased $3.5 million in 1996 from 1995. The decrease between
1997 and 1996 is primarily attributable to a net decrease in operating
liabilities offset by an increase in income from operations before depreciation.
The increase between 1996 and 1995 is attributable to an increase in income from
operations before depreciation, the recognition of an extraordinary item in
connection with the early extinguishment of mortgage debt, a net decrease in
operating assets, and a net increase in operating liabilities.
Net cash flows used in investing activities decreased $719,000 in 1997 from
1996, attributable to a decrease in capital expenditures on real estate
properties due to the completion of a roofing project at one of the Company's
retail centers in 1996, offset by an increase in acquisitions of real estate
reflecting the acquisition of land for future development located in Florida.
During the third quarter in 1997, the Company entered into a construction
contract with a non-affiliated company to develop an apartment community located
in Florida. This community will have 240 garden-style units, with a mix of one,
two, and three bedroom units. The total development cost is expected to be
approximately $13.5 million, and the development is expected to be completed in
late 1998 or early 1999. The Company had no other material commitments for
capital improvements at December 31, 1997.
Net cash flows used in investing activities decreased $10.3 million in 1996
from 1995, attributable to the completion in 1995 of renovation programs at two
of the Company's retail centers, a mall and a power center. The Company had no
other material commitments for capital improvements at December 31, 1996.
11
<PAGE>
Net cash flows used in financing activities decreased $1.3 million in 1997
from 1996 primarily attributable to mortgage debt financing totalling $23
million completed in December 1997 combined with a decrease in treasury shares
purchased in 1997 compared to 1996. Proceeds derived from the mortgage debt
financing were used to pay down variable-rate bank debt. Pursuant to the
Company's stock repurchase program initiated in 1995, during 1997, the Company
repurchased 17,100 shares at a total cost of $176,000, compared to 62,800 shares
repurchased at a total cost of $516,000 in 1996.
Net cash flows used in financing activities increased $14.4 million in 1996
from 1995. The increase was primarily due to mortgage debt financings completed
in 1996 compared to 1995, offset by a decrease in treasury shares purchased, and
cash dividends paid, in 1996 compared to 1995. In 1996, the Company completed
mortgage debt refinancing totalling $23.4 million, from which the Company
realized a reduction in the interest rates ranging from 113 to 200 basis points.
In 1995, the Company completed mortgage debt financing totalling $52.2 million,
which the Company utilized to reduce short-term variable-rate bank debt, and to
fund investment activity. The principal purpose of the 1995 mortgage debt
financing was to limit exposure to rising interest rates by replacing a
substantial amount of the Company's short-term variable-rate bank debt with
long-term fixed-rate debt. Bank debt was subsequently increased due to the
financing of capital improvements to real estate properties. Pursuant to the
Company's stock repurchase program, during 1996, the Company repurchased 62,800
shares at a total cost of $516,000, compared to 460,900 shares repurchased in
1995 at a total cost of $4.5 million.
As of December 31, 1997, fourteen of the Company's properties, comprising
approximately 50% of its gross investment in real estate, were subject to a
total of $90.6 million in mortgage debt, all of which bears a fixed rate of
interest for a fixed term. The remaining fifteen 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 on existing properties, (v)
development of new properties, and (vi) 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 of 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. The Board of
Directors, on February 4, 1998, declared a cash dividend with respect to the
period October 1, 1997, through December 31, 1997, of $.22 per share, to
shareholders of record as of February 26, 1998.
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, including distributions to shareholders.
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. On January 1, 1996, the Company adopted a new definition
of funds from operations, in keeping with industry guidelines as established by
the National Association of Real Estate Investment Trusts (NAREIT).
Accordingly, for years prior to 1996, funds from operations has been restated
to reflect it on a consistent basis.
For the year ended December 31, 1997, funds from operations totalled $11.5
million, compared to $10.8 million in 1996, an increase of approximately
$700,000. This increase in funds from operations results from internal growth
and improved operating performance by the Company's real estate properties,
which experienced overall income growth, primarily from higher rental rates
coupled with sustained higher occupancy, offset by a slight increase in interest
expense due to a higher level of average borrowings.
12
<PAGE>
For the year ended December 31, 1996, funds from operations totalled $10.8
million, compared to $10.5 million in 1995, an increase of approximately
$300,000. This increase in funds from operations is attributable to the
operating performance of the Company's real estate properties, which experienced
overall income growth, primarily from higher rental rates coupled with higher
occupancy, and to a lesser extent, the acquisition of an apartment property in
mid-January 1995, offset by a slight increase in interest expense due to a
higher level of average borrowings.
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 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 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; (i) a general economic downturn resulting in lower
retail sales and causing downward pressure on occupancies and rents at retail
properties; as well as (j) the adverse tax consequences if the Company were to
fail to qualify as a REIT in any taxable year; and (k) 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
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Company's Consolidated Balance Sheets as of December 31, 1997 and 1996,
and its Consolidated Statements of Income, Shareholders' Equity, Cash Flows, and
Notes to Consolidated Financial Statements for the years ended December 31,
1997, 1996, and 1995, 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 nor disagreements with Accountants on
accounting and financial disclosures.
13
<PAGE>
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.
14
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) and (2) Financial Statements and Financial Statement Schedules
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
<S> <C>
Page
----
Report of Independent Auditors 16
Consolidated Balance Sheets as of December 31, 1997 and 1996 17
Consolidated Statements of Income for the years ended December 31, 1997, 1996, and 1995 18
Consolidated Statements of Shareholders' Equity for the years ended December 31, 1997, 1996, and 1995 19
Consolidated Statements of Cash Flows for the years ended December 31, 1997, 1996, and 1995 20
Notes to Consolidated Financial Statements 21-30
Financial Statement Schedules
Schedule II. Valuation and Qualifying Accounts 31
Schedule III. Real Estate and Accumulated Depreciation 32
</TABLE>
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.
15
<PAGE>
REPORT OF INDEPENDENT AUDITORS
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, 1997 and 1996, 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, 1997. 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 generally accepted auditing
standards. Those standards require 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, 1997 and 1996, and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1997, in conformity with generally
accepted accounting principles. 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 PEAT MARWICK LLP
New Orleans, Louisiana
January 29, 1998
16
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
------------
1997 1996
---- ----
ASSETS
<S> <C> <C>
Real estate investments (Notes B and D)
Land $ 49,203,000 $ 48,645,000
Buildings and improvements, net of accumulated depreciation
of $46,454,000 in 1997 and $37,518,000 in 1996 214,655,000 217,313,000
Investments in real estate partnership (Note A) 904,000 948,000
------------ ------------
264,762,000 266,906,000
Cash and cash equivalents 1,128,000 468,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $281,000 in 1997 and $204,000 in 1996 2,696,000 3,028,000
Prepaid expenses and other assets, net 7,759,000 7,978,000
------------ ------------
Total Assets $276,345,000 $278,380,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note D) $ 90,615,000 $ 68,080,000
Notes payable (Note D) 32,342,000 52,639,000
Accounts payable and accrued expenses 4,903,000 4,372,000
Tenant deposits and advance rents 871,000 832,000
Minority interest in real estate partnerships (Note K) 209,000 212,000
------------ ------------
128,940,000 126,135,000
Convertible subordinated debentures (Note D) 62,878,000 62,878,000
------------ ------------
Total Liabilities 191,818,000 189,013,000
------------ ------------
SHAREHOLDERS' EQUITY (Notes E and L)
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--8,966,119 in 1997 and 8,946,369 in 1996 90,000 89,000
Additional paid-in capital 127,602,000 127,420,000
Accumulated distributions in excess of net income (Note G) (38,028,000) (33,170,000)
------------ ------------
89,664,000 94,339,000
Treasury shares, at cost, 540,800 shares in 1997 and 523,700 shares in 1996 (5,146,000) (4,970,000)
Unrealized gain/(loss) on securities (Note A) 9,000 (2,000)
------------ ------------
Total Shareholders' Equity 84,527,000 89,367,000
------------ ------------
Commitments and contingencies (Note J) ----- -----
------------ ------------
Total Liabilities and Shareholders' Equity $276,345,000 $278,380,000
============ ============
</TABLE>
See notes to consolidated financial statements.
17
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------
1997 1996 1995
------------- ------------- -------------
<S> <C> <C> <C>
OPERATING REVENUE (Notes C & F)
Rents and other income $ 46,286,000 $ 44,255,000 $ 43,087,000
Equity in income of partnership 94,000 103,000 106,000
------------ ------------ ------------
46,380,000 44,358,000 43,193,000
------------ ------------ ------------
OPERATING EXPENSES
Management and leasing (Note F) 2,429,000 2,228,000 1,969,000
Utilities 2,004,000 1,977,000 1,918,000
Real estate taxes 3,446,000 3,363,000 3,189,000
Administrative expenses 2,520,000 2,194,000 2,028,000
Operations and maintenance (Note F) 6,828,000 6,391,000 6,228,000
Other operating expenses 2,432,000 2,358,000 2,325,000
Depreciation and amortization 9,621,000 9,119,000 8,387,000
------------ ------------ ------------
29,280,000 27,630,000 26,044,000
------------ ------------ ------------
INCOME FROM OPERATIONS 17,100,000 16,728,000 17,149,000
------------ ------------ ------------
OTHER INCOME (EXPENSES)
Interest, dividends, and other income 63,000 98,000 42,000
Interest expense (Note D) (14,608,000) (14,542,000) (14,497,000)
------------ ------------ ------------
(14,545,000) (14,444,000) (14,455,000)
------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY ITEM 2,555,000 2,284,000 2,694,000
------------ ------------ ------------
Extraordinary item--early extinguishment of debt (Note A) ----- (449,000) -----
------------ ------------ ------------
NET INCOME $ 2,555,000 $ 1,835,000 $ 2,694,000
============ ============ ============
PER SHARE DATA (Note A):
Income before extraordinary item $ 0.30 $ 0.27 $ 0.31
============ ============ ============
Extraordinary item $ ----- $ (0.05) $ -----
============ ============ ============
Net income $0.30 $0.22 $0.31
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
18
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Common Stock Additional Distributions in Unrealized
------------ Paid-in Excess of Treasury Gain/(Loss) on
Shares Amount Capital Net Income Stock Securities Total
------ ------ ------- ---------- ----- ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at January 1, 1995 8,922,819 $ 89,000 $127,199,000 $(20,551,000) $ ----- $ (27,000) $106,710,000
Net income for 1995 2,694,000 2,694,000
Cash dividends declared and
paid ($1.12 per share)
(Note G) (9,723,000) (9,723,000)
Exercise of stock options
(Note E) 2,000 17,000 17,000
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note E) 5,250 57,000 57,000
Unrealized gain on securities
(Note A) 22,000 22,000
Purchase of treasury shares,
460,900 shares (4,454,000) (4,454,000)
--------- ----------- ------------ ------------ ----------- --------- ------------
Balance at December 31, 1995 8,930,069 $ 89,000 $127,273,000 $(27,580,000) $(4,454,000) $ (5,000) $ 95,323,000
Net income for 1996 1,835,000 1,835,000
Cash dividends declared and
paid ($.88 per share)
(Note G and H) (7,425,000) (7,425,000)
Exercise of stock options
(Note E) 10,000 88,000 88,000
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note E) 6,000 56,000 56,000
Shares issued pursuant to
Incentive Award Plan 300 3,000 3,000
Unrealized gain on securities
(Note A) 3,000 3,000
Purchase of treasury shares,
62,800 shares (516,000) (516,000)
--------- ----------- ------------ ------------ ----------- --------- ------------
Balance at December 31, 1996 8,946,369 $ 89,000 $127,420,000 $(33,170,000) $(4,970,000) $ (2,000) $ 89,367,000
Net income for 1997 2,555,000 2,555,000
Cash dividends declared and
paid ($.88 per share)
(Note G and H) (7,413,000) (7,413,000)
Exercise of stock options
(Note E) 8,750 75,000 75,000
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note E) 9,000 1,000 90,000 91,000
Shares issued pursuant to
Incentive Award Plan 2,000 17,000 17,000
Unrealized gain on securities
(Note A) 11,000 11,000
Purchase of treasury shares,
17,100 shares (176,000) (176,000)
--------- ----------- ------------ ------------ ----------- --------- ------------
Balance at December 31, 1997 8,966,119 $ 90,000 $127,602,000 $(38,028,000) $(5,146,000) $ 9,000 $ 84,527,000
========= =========== ============ ============ =========== ========= ============
</TABLE>
See notes to consolidated financial statements.
19
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income $ 2,555,000 $ 1,835,000 $ 2,694,000
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 9,621,000 9,119,000 8,387,000
Extraordinary item--early extinguishment of debt ----- 449,000 -----
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable and
accrued revenue 332,000 60,000 (157,000)
(Increase) decrease in prepaid expenses and
other assets (196,000) 538,000 (242,000)
Increase (decrease) in accounts payable and accrued
expenses 531,000 1,610,000 (686,000)
Other, net 184,000 (28,000) 121,000
------------ ------------ ------------
Net Cash Provided by Operating Activities 13,027,000 13,583,000 10,117,000
------------ ------------ ------------
INVESTING ACTIVITIES:
Acquisitions of real estate investments, net of debt
assumed (550,000) ----- (5,594,000)
Improvements to real estate investments (6,286,000) (7,555,000) (12,263,000)
------------ ------------ ------------
Net Cash Used in Investing Activities (6,836,000) (7,555,000) (17,857,000)
------------ ------------ ------------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable and notes
payable to banks 23,000,000 24,649,000 52,210,000
Principal payments on mortgage notes payable and
notes payable to banks (20,764,000) (23,664,000) (27,600,000)
Debt issuance costs and mortgage escrow deposits (267,000) 82,000 (2,876,000)
Cash dividends paid (7,413,000) (7,425,000) (9,723,000)
Issuance of shares pursuant to stock option and award plans 92,000 90,000 17,000
Minority interest in real estate partnerships (3,000) (50,000) 17,000
Purchases of treasury shares (176,000) (516,000) (4,454,000)
------------ ------------ ------------
Net Cash (Used in) Provided by Financing Activities (5,531,000) (6,834,000) 7,591,000
------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents 660,000 (806,000) (149,000)
Cash and cash equivalents at beginning of year 468,000 1,274,000 1,423,000
------------ ------------ ------------
CASH AND CASH EQUIVALENTS AT END
OF YEAR $ 1,128,000 $ 468,000 $ 1,274,000
============ ============ ============
</TABLE>
See notes to consolidated financial statements.
20
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996, AND 1995
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation. The consolidated financial statements include
the accounts of Sizeler Property Investors, Inc., and its majority-owned and
controlled subsidiaries and partnerships (the "Company"). All significant
intercompany transactions and balances have been eliminated in consolidation.
The Company's investment in a real estate partnership at December 31, 1997 and
1996, 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 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 their 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 reviews real estate (and other long-lived
assets) and certain identifiable intangibles to be held and used, whenever
events or changes in circumstances indicate that the carrying amounts of an
asset may not be recoverable. If it is indicated that the carrying amount may
not be recoverable from future cash flows generated by the asset, an impairment
loss will be recognized. No real estate is held for sale at December 31, 1997.
Securities. In accordance with SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, investment securities have been
classified as available-for-sale and are stated at fair value, with the
unrealized gains and losses, net of taxes, reported as a separate component of
shareholders' equity.
Deferred Charges. Debt issuance costs in connection with issuance of the
Company's 8% Convertible Subordinated Debentures (the "Debentures") and other
financings are included in prepaid expense and other assets and are being
amortized over the term of the related obligations. Unamortized costs are
charged to expense upon prepayment of the obligation. Unamortized costs related
to the Debentures are offset against shareholders' equity upon conversion by
debenture-holders. Costs incurred in connection with the execution of leases are
included in prepaid expenses and other assets, and are amortized over the term
of the respective leases. Unamortized costs are charged to expense upon
cancellation of leases prior to the expiration of lease terms.
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 as the applicable services are rendered or expenses are incurred.
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 is required to distribute to shareholders at
least 95% of its ordinary taxable income and meet certain income source and
investment restriction requirements. Taxable income differs from net income for
financial
21
<PAGE>
reporting purposes principally because of differences in the amount and timing
of depreciation of the properties. At December 31, 1997, the income tax basis,
net of accumulated tax depreciation, of the Company's real estate properties was
approximately $257 million.
Earnings Per Share. In accordance with requirements promulgated by the
Financial Accounting Standards Board (FASB), the Company has adopted FASB
Statement No. 128, Earnings Per Share. Statement No. 128 supersedes Accounting
Principles Board (APB) Opinion No. 15, Earnings Per Share, and replaces the
presentation of "primary EPS", which the Company has historically presented,
with a presentation of "basic EPS", and replaces the presentation of "fully
diluted EPS", which the Company has not been required to present due to the
immaterial difference from primary EPS, with "diluted EPS." Basic EPS, unlike
primary EPS, excludes dilution and 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. As required by Statement No. 128, the Company
has adopted the provisions of the new standard beginning in 1997, and
accordingly, has restated 1996 and 1995.
A reconciliation of the basic EPS computation to the diluted EPS
computation considers the effect of dilution on both net income and shares of
common stock. There is no effect on net income in the calculation of diluted
earnings per share for the years ended December 31, 1997, 1996, and 1995. The
effect of dilution on shares of common stock for each of those years is as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------------------- -------------------- -------------------
Shares Per Share Shares Per Share Shares Per Share
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Basic EPS 8,423,277 $0.30 8,432,676 $ 0.22 8,690,063 $0.31
Effect of dilutive securities:
Stock options 25,508 1,381 5,159
--------- ---- --------- ------ --------- -----
Diluted EPS 8,448,785 $0.30 8,434,057 $ 0.22 8,695,222 $0.31
========= ===== ========= ====== ========= =====
</TABLE>
For the years ended December 31, 1997, 1996, and 1995, options to purchase
147,000, 209,500 and 269,500 shares of common stock, respectively, were
outstanding but excluded in the computation of diluted EPS because the options'
exercise prices were greater than the average market prices of common shares.
The Company's outstanding Debentures are also excluded from the computation for
1997, 1996, and 1995 due to their antidilutive effect.
Preferred Stock. The rights and preferences of the Company's authorized
preferred stock may be fixed by the Board of Directors.
Stock Option Plans. Prior to January 1, 1996, the Company accounted for
its stock option plan in accordance with the provisions of (APB) Opinion No. 25,
Accounting for Stock Issued to Employees, and related interpretations. As such,
compensation expense was recorded on the date of grant only if the current
market price of the underlying stock exceeded the exercise price. On January 1,
1996, the Company adopted SFAS No. 123, Accounting for Stock-Based Compensation,
which permits entities to recognize, as expense over the vesting period, the
fair value of all stock-based awards on the date of grant. Alternatively, SFAS
No. 123 also allows entities to continue to apply the provisions of APB Opinion
No. 25 and provide pro forma net income and pro forma earnings per share
disclosures for employee stock option grants made in 1995 and future years as if
the fair-value-based method defined in SFAS No. 123 had been applied. The
Company has elected to continue to apply the provisions of APB Opinion No. 25
and provide the pro forma disclosure provisions of SFAS No. 123.
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.
Use of Estimates. The preparation of the financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
22
<PAGE>
amounts could differ from these estimates.
Reclassifications. Certain reclassifications have been made in the 1996
and 1995 Consolidated Financial Statements to conform to the 1997 financial
statement presentation.
NOTE B: REAL ESTATE INVESTMENTS
Certain real estate with a book value of approximately $136,000,000 at
December 31, 1997, is pledged as collateral for notes payable described in Note
D. In addition, certain notes are secured by assignments of rents and leases on
such real estate. Certain real estate is located on land subject to long-term
ground leases expiring at dates through 2046.
In 1997, the Company acquired land for approximately $550,000 for the
purpose of developing apartment units. At December 31, 1997, the Company had
incurred total costs of $1,774,000 on this development project.
There were no acquisitions of real estate properties made by the Company in
1996. In 1995, the Company acquired an apartment property and additional
outparcels and other developable land adjacent to several retail centers owned
by the Company for approximately $5,594,000.
NOTE C: REAL ESTATE OPERATIONS
The Company's principal business is investing in shopping centers and
apartment communities, located in the southern 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 payment of additional rents based
upon a percentage of retail sales in excess of stated minimums. The non-
cancellable portions of such lease terms range from one to forty years.
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.
Rents and other income in the Company's Consolidated Statements of Income
include reimbursed expenses, comprised of the following items:
Year Ended December 31,
----------------------------------
1997 1996 1995
---------- ---------- ----------
Common area maintenance $2,873,000 $2,802,000 $2,841,000
Real estate tax and insurance 1,956,000 1,796,000 1,631,000
Utility charges 1,058,000 949,000 1,011,000
Other tenant income 923,000 877,000 817,000
Other income 443,000 460,000 717,000
---------- ---------- ----------
$7,253,000 $6,884,000 $7,017,000
========== ========== ==========
23
<PAGE>
The Company's shopping centers are leased to tenants under operating
leases. The future minimum rents on non-cancellable operating leases at
December 31, 1997, are as follows:
Year Amount
---- ------
1998 $ 17,095,000
1999 15,559,000
2000 13,534,000
2001 12,448,000
2002 11,047,000
Thereafter 66,767,000
------------
$136,450,000
============
The above amounts do not include rental income that is based on tenants'
sales or reimbursed expenses.
<TABLE>
<CAPTION>
NOTE D: NOTES PAYABLE
<S> <C>
</TABLE>
The Company's mortgage notes payable at December 31, 1997 and 1996, are as
follows:
<TABLE>
<CAPTION>
Secured by Land, Balance
Buildings, and Outstanding at
Improvements, December 31,
Interest with Book Value on ----------------------------
Principal Maturity Rate(d) December 31, 1997 1997 1996
- ---------------------- ----------- ------------------ -------------- ------------
<S> <C> <C> <C> <C>
March 1, 1999 (a) 9.00% $ 3,346,000 $ 1,749,000 $ 1,984,000
December 1, 1999 10.88% 4,313,000 3,491,000 3,527,000
May 1, 2000 8.35% 26,603,000 16,000,000 16,000,000
July 1, 2000 8.25% 10,202,000 6,709,000 6,783,000
November 1, 2000 7.70% 3,743,000 3,000,000 3,000,000
November 1, 2000 7.70% 4,051,000 3,600,000 3,600,000
November 1, 2000 7.70% 4,384,000 3,250,000 3,250,000
November 1, 2000 7.70% 5,093,000 3,220,000 3,220,000
November 1, 2000 7.70% 4,791,000 3,315,000 3,315,000
February 1, 2001 (b) 7.44% 19,021,000 12,200,000 12,200,000
February 1, 2001 (b) 7.44% 12,752,000 7,800,000 7,800,000
September 30, 2001 (c) 8.63% 4,311,000 3,281,000 3,401,000
January 1, 2013 8.05% 33,888,000 23,000,000 ----
------------ ----------- -----------
$136,498,000 $90,615,000 $68,080,000
============ =========== ===========
</TABLE>
___________________________
(a) In November 1997, the Company exercised its second and final option to
extend the term of this mortgage note one year pursuant to the mortgage
note agreement whereby the Company made a principal payment of $195,000,
which equaled 10% of the mortgage note balance. The Company exercised the
first option in November 1996 whereby the Company made a principal payment
of $210,000.
(b) In January 1996, the Company refinanced these mortgage notes, thereby
reducing the fixed rates of interest from 9.47% to 7.44%.
(c) In September 1996, the Company refinanced this mortgage note, in which the
fixed rate of interest was reduced from 9.75% to 8.63%.
(d) The weighted average interest rate on mortgage debt at December 31, 1997,
was 8.07%.
24
<PAGE>
Future principal payments on the Company's mortgage notes payable at
December 31, 1997, are as follows:
Year Amount
---- ------
1998 $ 1,305,000
1999 6,092,000
2000 40,048,000
2001 23,902,000
2002 1,137,000
-----------
$72,484,000
===========
In May 1993, the Company completed an offering of $65 million of 8%
Convertible Subordinated Debentures, due 2003 (less $2.6 million of underwriting
costs). The debentures are convertible into common stock of the Company, at
$13.00 per share, at any time prior to maturity, unless previously redeemed. No
debentures were converted in 1997, 1996, or 1995.
The Company has commitments for lines of credit from commercial banks
totalling $80 million, of which $47.7 million was available at December 31,
1997. The weighted average interest rate was 7.75% and 7.64% for the years
ended December 31, 1997 and 1996, respectively. The terms of the agreements for
the bank lines of credit are renewable on an annual basis, and generally provide
for the right of the banks to terminate such commitments and to accelerate all
outstanding advances upon the occurrence of any 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 debt-to-equity or
other financial ratios. The Company was in compliance with the bank debt
covenant agreements at December 31, 1997.
NOTE E: 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 directors at the fair market value of the
Company's common stock on the date of grant. A total of 350,000 shares of common
stock of the Company are available for grant, of which a maximum of 125,000
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 directors, 100% six months from the grant date. No options
will be granted under the 1996 Plan after February 1, 2006. A total of 12,750
options were exercisable under the 1996 Plan at December 31, 1997.
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 directors at the fair market value
of the Company's common stock at the date of grant. At December 31, 1997,
there were a total of 292,250 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 directors, 100% six months from the grant
date.
The Company applies APB Opinion No. 25 in accounting for its plans, and
accordingly, no compensation cost has been recognized for its stock options in
the 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 pro forma amounts indicated
below:
<TABLE>
<CAPTION>
As Reported Pro Forma Results
-------------------------------------- --------------------------------------
1997 1996 1995 1997 1996 1995
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Net income $2,555,000 $1,835,000 $2,694,000 $2,501,000 $1,821,000 $2,686,000
========== ========== ========== ========== ========== ==========
Net income per share $ 0.30 $ 0.22 $ 0.31 $ 0.30 $ 0.22 $ 0.31
========== ========== ========== ========== ========== ==========
</TABLE>
25
<PAGE>
Pro forma net income reflects only options granted in 1997, 1996, and 1995.
Therefore, the full impact of calculating compensation cost for stock options
under SFAS No. 123 is not reflected in the pro forma net income amounts
presented above because compensation cost is reflected over the options' vesting
period and compensation cost for options granted prior to January 1, 1995 is not
considered.
For grants in 1997, 1996, and 1995, the fair value of each option grant is
estimated on the date of grant using an option pricing model using the following
assumptions:
1997 1996 1995
---- ---- ----
Risk free interest rate 6.8% 6.6% 6.8%
Expected life 10 years 10 years 10 years
Expected volatility 26.6% 29.5% 29.5%
Expected dividend 8.3% 10.5% 11.2%
The following summary is on the Company's 1996 and 1986 Plans combined for
the years ended December 31, 1997, 1996, and 1995:
<TABLE>
<CAPTION>
1997 1996 1995
------------------- ------------------- -------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------- ------ ------- ------ ------- ------
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 327,500 $11.44 309,500 $12.83 275,500 $13.15
Granted 60,000 10.25 115,500 8.67 36,000 10.14
Exercised (8,750) 8.63 (10,000) 8.75 (2,000) 8.63
Expired (10,000) 16.38 (87,500) 13.02 0 0.00
------- ------ ------- ------ ------- ------
Outstanding at end of year 368,750 $11.18 327,500 $11.44 309,500 $12.83
======= ====== ======= ====== ======= ======
Options exercisable 260,000 $11.86 205,500 $13.00 279,500 $13.07
======= ====== ======= ====== ======= ======
</TABLE>
The weighted-average grant date fair value of options granted in 1997, 1996
and 1995 was $10.25, $8.67, and $10.14, respectively.
The following table summarizes information about the Company's stock option
plans outstanding at December 31, 1997:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- ------------------------------------------------------------------------- ------------------------------------
Number Weighted-Average Number
Range of Outstanding at Remaining Weighted-Average Exercisable at Weighted-Average
Exercise Prices December 31, 1997 Contractual Life Exercise Price December 31, 1997 Exercise Price
- ------------------------------------------------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C>
$ 8.50-$10.19 161,750 7.5 yrs. $ 9.00 113,000 $ 9.14
$ 10.20-$11.94 71,000 8.4 yrs. 10.49 11,000 11.77
$ 11.95-$17.38 136,000 3.9 yrs. 14.13 136,000 14.13
------- --------- ------ ------- ------
368,750 6.35 yrs. $11.18 260,000 $11.86
======= =-======= ====== ======= ======
</TABLE>
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 directors' 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. In 1997, 1996, and 1995, there were 9,000,
6,000 and 5,250 shares issued, respectively.
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
26
<PAGE>
by a committee of the Board of Directors of the Company, composed of those
members of the Compensation Committee. 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 recognized compensation costs totalling $100,000, $39,000
and $3,000, for 1997, 1996, and 1995, respectively, which includes the issuance
of 4,687, 2,000, and 300 shares, respectively.
NOTE F: RELATED PARTY TRANSACTIONS
The Company has a contract with Sizeler Real Estate Management Co., Inc.
(the "Management Company") to manage the Company's real estate properties.
Certain of the Company's shareholders and an officer have an ownership interest
in Sizeler Realty Co., Inc. ("Sizeler Realty"), the parent of the Management
Company. The agreement is renewable annually, subject to the approval of a
majority of the unaffiliated directors of the Company, and subject to the
termination rights of the parties. The management agreement may be terminated
for any reason by either party upon 180 days' written notice.
The management fee is based on the Company's gross investment in real
estate, adjusted for year-to-year increases (or decreases) in funds from
operations per share. The annual management fee, which is calculated based upon
.65% of the Company's gross investment in real estate at the beginning of each
year, is paid ratably on a monthly basis, adjusted for acquisitions or
dispositions of property during the year. At the end of each year, the
management fee for that year will be adjusted (either upward or downward) by the
percentage increase or decrease in the Company's funds from operations per
share, compared to the previous year. Accordingly, the management fee paid to
the Management Company for 1997 and 1996 was based upon .697% and .688%,
respectively, of the Company's gross investment in real estate due to an
increase in 1997 and 1996 funds from operations per share year over year. In
1995, the rate was adjusted to .643% of the Company's gross investment in real
estate due to a small decline in 1995 funds from operations per share as
compared to 1994. The Management Company also receives a leasing fee equal to 3%
of the total fixed minimum rent payable for retail properties during the term of
a new lease (2.5% on renewal leases). In addition to management and leasing
fees, the Management Company is reimbursed for certain administrative expenses
of the Company.
Under the management contract, the Company made cash payments to the
Management Company of $2,478,000, $2,448,000, and $2,388,000 in 1997, 1996, and
1995, respectively. At December 31, 1997 and 1996, $141,000 and $110,000,
respectively, was accrued and payable.
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 $99,000 in 1997, $100,000 in 1996, and
$96,000 in 1995. The lease provides for two five-year renewal options.
The Company holds its interest in the Westland Shopping Center pursuant to
a long-term ground lease, expiring on December 31, 2046, with Trusts of certain
family members of an officer and director of the Company. The Company was
charged $51,000 in 1997, $52,000 in 1996, and $52,000 in 1995.
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 certain family members of an officer and director
of the Company, expiring on March 31, 2031. The rent under the ground lease is
50% of cash flow 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 under the lease agreement in
1997, 1996, or 1995. 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, 1997, the
balance of the mortgage note payable was $1,247,000. 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.
The Company incurred $37,000, $41,000, and $33,000 in 1997, 1996, and 1995,
respectively, for maintenance services provided by an affiliate of the
Management Company.
A director and officer of the Company is a director of Hibernia National
Bank ("Hibernia"). At December 31, 1997, $20,000,000 of the Company's
$80,000,000 bank lines of credit was provided by Hibernia. The Company had
borrowings under this line totalling $2,948,000 at December 31, 1997, and
$12,000,000 at December 31, 1996.
27
<PAGE>
NOTE G: DIVIDEND DISTRIBUTION
The dividends paid in 1997, 1996, and 1995 for federal income tax purposes
were as follows:
1997 1996 1995
----------------- ----------------- -----------------
Per Per Per
Total Share Total Share Total Share
---------- ----- ---------- ----- ---------- -----
Ordinary income $4,549,000 $0.54 $3,122,000 $0.37 $3,473,000 $0.40
Return of capital 2,864,000 0.34 4,303,000 0.51 6,250,000 0.72
---------- ----- ---------- ----- ---------- -----
$7,413,000 $0.88 $7,425,000 $0.88 $9,723,000 $1.12
========== ===== ========== ===== ========== =====
NOTE H: SUBSEQUENT EVENTS (UNAUDITED)
On March 5, 1998, the Company paid a $.22 per share quarterly dividend, to
shareholders of record as of February 26, 1998.
In March 1998, the Board of Directors approved an increase in the Company's
authorized Preferred Stock, from 3 million shares to 6 million shares, and its
authorized Common Stock, from 15 million to 30 million shares, pursuant to
shareholder approval given at the Company's 1994 Annual Meeting of Shareholders,
which gave the Board of Directors authority to effect the said increases in the
Company's authorized shares for a period of 5 years. The Company has one class
of Common Stock, and the newly-authorized shares have the same voting rights and
other attributes as the currently outstanding shares of Common Stock. The Board
of Directors is authorized to provide for the issuance of the Preferred Stock,
and to fix the designations, powers, preferences and rights of the shares of
each series, and the qualifications, limitations, or restrictions thereof. The
Company does not have any outstanding shares of Preferred Stock.
NOTE I: CASH FLOWS
The Company, during 1997, completed mortgage financing on a regional
enclosed mall incurring a mortgage note payable totalling $23,000,000. The
Company also exercised its second and final option to extend the maturity date
on another mortgage note payable for one year (see Note D).
The Company, during 1996, refinanced three mortgage notes payable, which
resulted in reductions of the fixed rates of interest from a high of 9.75% and
9.47% to a low of 8.63% and 7.44%, respectively, and extended the maturity dates
ranging from one to five years. The Company also exercised an option to extend
the maturity date on another mortgage note payable for one year (see Note D).
The Company, during 1995, completed mortgage financing involving nine
apartment properties incurring mortgage notes payable totalling $52,210,000. A
mortgage note payable totalling $22,750,000, assumed in connection with the
purchase of a regional enclosed mall in 1994, was repaid in 1995.
Cash interest payments made in 1997, 1996, and 1995 totalled $14,591,000,
$14,659,000, and $14,631,000, respectively.
NOTE J: COMMITMENTS AND CONTINGENCIES
The Company's officers defer a portion of their current compensation.
Total charges to earnings associated with such deferred compensation were
$115,000, $114,000, and $294,000, in 1997, 1996, and 1995, respectively.
The Company, from time to time, may be subject to litigation arising from
the conduct of its business. Management of the Company does not believe that any
existing litigation involving the Company will materially affect its financial
condition or future results of operations.
28
<PAGE>
NOTE K: MINORITY INTEREST IN REAL ESTATE PARTNERSHIP
The Company, directly or through wholly-owned subsidiaries, owns its
interests in its Louisiana-based properties (with the exception of the Southwood
Shopping Center) through separate partnerships, in which the Company has a 99%
interest and its partner has a 1% interest. In each case, its partner is a
wholly-owned subsidiary of Sizeler Realty (see Note F). The Company's
consolidated financial statements include 100% of the assets, liabilities, and
operations of its Louisiana-based properties. Sizeler Realty's ownership
portion is reflected in the Company's consolidated financial statements as
minority interest.
NOTE L: SHAREHOLDERS' RIGHTS PLAN
In 1989, the Company's Board of Directors adopted a shareholders' rights
plan (the "Plan") and simultaneously declared a dividend of one share purchase
right ("right") for each outstanding share of the Company's Common Stock
outstanding at May 19, 1989, and any stock subsequently issued. The rights do
not become exercisable until 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 20% 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 15% of the Company's Common Stock and that person or affiliated group
intends to sell these shares back to the Company causing a material adverse
impact to the Company.
The exercise price of a right has been established at $60. Once
exercisable, each right would entitle the holder to purchase common stock of the
Company having a value equal to two times the value of the right. The rights
expire on May 19, 1999.
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 value of mortgage notes payable is $90.6 million and $68.1
million at December 31, 1997 and 1996, respectively, while the estimated fair
value is $90.0 million and $67.7 million, respectively. The estimated fair
value is based upon interest rates available to the Company for issuance of
similar debt with similar terms and remaining maturities. The estimated fair
value of the Company's 8% convertible subordinated debentures, with a carrying
value of $62.9 million at December 31, 1997 and 1996, was $60.4 million and
$57.5 million, respectively, based upon the quoted market prices of the
securities as of the end of the respective years.
29
<PAGE>
NOTE N: QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized (unaudited) quarterly financial data for the years ended 1997
and 1996 is as follows (in thousands, except per share data):
Three months ended in 1997
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Revenues $11,332 $11,486 $11,565 $11,997
Income before extraordinary item $ 606 $ 630 $ 620 $ 699
Net income $ 606 $ 630 $ 620 $ 699
Net income per share $ 0.07 $ 0.08 $ 0.07 $ 0.08
Three months ended in 1996
--------------------------------------------
March 31 June 30 September 30 December 31
-------- ------- ------------ -----------
Revenues $10,849 $10,914 $11,167 $11,428
Income before extraordinary item $ 591 $ 546 $ 531 $ 616
Net income $ 142 $ 546 $ 531 $ 616
Net income per share $ 0.02 $ 0.07 $ 0.06 $ 0.07
30
<PAGE>
SCHEDULE II
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<TABLE>
<CAPTION>
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
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Year ended December 31, 1997
Allowance for doubtful accounts $ 204,000 $ 149,000 $ 72,000 $ 281,000
========== ========== ========== =========
Year ended December 31, 1996
Allowance for doubtful accounts $ 166,000 $ 191,000 $ 153,000 $ 204,000
========== ========== ========== =========
Year ended December 31, 1995
Allowance for doubtful accounts $ 321,000 $ 214,000 $ 369,000 $ 166,000
========== ========== ========== =========
</TABLE>
31
<PAGE>
SCHEDULE III
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
***
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
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Regional enclosed malls:
Hammond Square 0 $ 2,574,000 $ 23,664,000 $ 1,980,000 $ 2,559,000 $ 25,659,000 $ 28,218,000 $ 7,105,000
North Shore Square 23,000,000 4,000,000 30,150,000 3,757,000 4,058,000 33,849,000 37,907,000 4,019,000
Southland 0 2,408,000 28,289,000 11,646,000 2,945,000 39,398,000 42,343,000 10,256,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
23,000,000 8,982,000 82,103,000 17,383,000 9,562,000 98,906,000 108,468,000 21,380,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
Power shopping centers:
Lantana Plaza 0 6,000,000 14,107,000 3,808,000 7,808,000 16,107,000 23,915,000 1,679,000
Westward Plaza 0 5,676,000 13,506,000 3,343,000 5,677,000 16,848,000 22,525,000 2,604,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
0 11,676,000 27,613,000 7,151,000 13,485,000 32,955,000 46,440,000 4,283,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
Community shopping centers:
Airline Park 0 977,000 1,037,000 101,000 977,000 1,138,000 2,115,000 328,000
Azalea Gardens 0 574,000 806,000 498,000 574,000 1,304,000 1,878,000 393,000
Camelot Plaza 1,749,000 993,000 2,281,000 458,000 1,126,000 2,606,000 3,732,000 386,000
Colonial 0 554,000 555,000 345,000 559,000 895,000 1,454,000 281,000
Delchamps Plaza 3,491,000 713,000 4,381,000 101,000 713,000 4,482,000 5,195,000 882,000
Rainbow Square 3,281,000 970,000 4,443,000 108,000 984,000 4,537,000 5,521,000 1,210,000
Town & Country 0 860,000 3,194,000 889,000 1,491,000 3,452,000 4,943,000 341,000
Weeki Wachee 0 2,185,000 4,179,000 649,000 2,819,000 4,194,000 7,013,000 1,168,000
Westgate 0 1,809,000 2,162,000 997,000 1,774,000 3,194,000 4,968,000 952,000
Westland (e) 0 0 3,068,000 2,070,000 0 5,138,000 5,138,000 1,441,000
----------- --------- ------------ ----------- ----------- ------------ ------------ -----------
8,521,000 9,635,000 26,106,000 6,216,000 11,017,000 30,940,000 41,957,000 7,382,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
Apartments:
Bel Air 3,250,000 500,000 3,674,000 915,000 500,000 4,589,000 5,089,000 705,000
Bryn Mawr 6,709,000 1,575,000 9,020,000 760,000 1,575,000 9,780,000 11,355,000 1,153,000
Colonial Manor 0 212,000 771,000 340,000 212,000 1,111,000 1,323,000 337,000
Garden Lane 3,600,000 500,000 3,117,000 1,116,000 500,000 4,233,000 4,733,000 681,000
Georgian 0 839,000 2,420,000 1,177,000 839,000 3,597,000 4,436,000 649,000
Governors Gate (f) 0 550,000 0 1,224,000 550,000 1,224,000 1,774,000 0
Hampton Park 5,460,000 1,305,000 6,616,000 2,807,000 1,305,000 9,423,000 10,728,000 1,427,000
Jamestown 3,220,000 712,000 4,035,000 786,000 712,000 4,821,000 5,533,000 440,000
Lafayette Square 12,200,000 2,632,000 14,282,000 5,334,000 2,632,000 19,616,000 22,248,000 3,053,000
Lakeview Club 16,000,000 4,400,000 23,200,000 1,563,000 4,400,000 24,763,000 29,163,000 2,560,000
Magnolia Place 0 175,000 2,050,000 467,000 175,000 2,517,000 2,692,000 531,000
Pine Bend 2,340,000 450,000 3,029,000 651,000 450,000 3,680,000 4,130,000 522,000
Steeplechase 3,000,000 458,000 3,068,000 1,236,000 594,000 4,168,000 4,762,000 660,000
Woodcliff 3,315,000 695,000 4,047,000 739,000 695,000 4,786,000 5,481,000 691,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
59,094,000 15,003,000 79,329,000 19,115,000 15,139,000 98,308,000 113,447,000 13,409,000
----------- ----------- ------------ ----------- ----------- ------------ ------------ -----------
TOTAL $90,615,000 $45,296,000 $215,151,000 $49,865,000 $49,203,000 $261,109,000 $310,312,000 $46,454,000
=========== =========== ============ =========== =========== ============ ============ ===========
</TABLE>
COLUMN G COLUMN H COLUMN I
------------ -------- -------------
Life on
Which
Depreciation
in Latest
Income
Date of Date Statements is
Construction Acquired Computed
------------ -------- -------------
Regional enclosed malls:
Hammond Square 1978 1987 10-40 yrs
North Shore Square 1986 1994 10-40 yrs
Southland 1970, 1981, 1994 1986 10-40 yrs
Power shopping centers:
Lantana Plaza 1992 1993 10-40 yrs
Westward Plaza 1961, 1990, 1995 1992 10-40 yrs
Community shopping centers
Airline Park 1973 1987 10-40 yrs
Azalea Gardens 1950 1987 10-40 yrs
Camelot Plaza 1981 1992 10-40 yrs
Colonial 1967 1987 10-40 yrs
Delchamps Plaza 1989 1991 10-40 yrs
Rainbow Square 1986 1988 10-40 yrs
Town & Country 1989 1993 10-40 yrs
Weeki Wachee 1987 1988 10-40 yrs
Westgate 1964 1987 10-40 yrs
Westland (e) 1966 1987 10-40 yrs
Apartments:
Bel Air 1968, 1974 1992 10-40 yrs
Bryn Mawr 1991 1993 10-40 yrs
Colonial Manor 1967 1987 10-40 yrs
Garden Lane 1966, 1971 1992 10-40 yrs
Georgian 1951, 1980 1992 10-40 yrs
Governors Gate (f) -- -- --
Hampton Park 1977 1993 10-40 yrs
Jamestown 1972 1995 10-40 yrs
Lafayette Square 1969-1972 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 1993 10-40 yrs
Note: This schedule does not include the Company's 50% interest in a real
estate partnership.
32
<PAGE>
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION -- (CONTINUED)
Note (a) Changes in real estate owned were as follows:
1997 1996 1995
------------ ------------ ------------
Balance at beginning of year $303,476,000 $295,921,000 $278,725,000
Additions during period:
Investments in properties 550,000 ----- 5,594,000
Improvements 6,286,000 7,555,000 11,602,000
------------ ------------ ------------
Balance at end of year $310,312,000 $303,476,000 $295,921,000
============ ============ ============
Note (b) Changes in accumulated depreciation of real estate assets owned were
as follows:
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Balance at beginning of year $37,518,000 $29,041,000 $21,309,000
Additions during period:
Depreciation on real estate assets 8,936,000 8,477,000 7,732,000
----------- ----------- -----------
Balance at end of year $46,454,000 $37,518,000 $29,041,000
=========== =========== ===========
</TABLE>
Note (c) The income tax basis of real estate, net of accumulated tax
depreciation, is approximately $257,012,000 at December 31, 1997.
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.
Note (f) The Company has entered into a construction contract with a non-
affiliated company to develop an apartment community. This community will
have approximately 240 garden-style units, with a mix of one, two, and
three bedroom units. The total development cost is expected to be
approximately $13.5 million and is expected to be completed in late 1998
or early 1999.
33
<PAGE>
FORM 10-K EXHIBITS
<TABLE>
<CAPTION>
<S> <C> <C>
3.1A Restated Certificate of Incorporation, as amended Incorporated by Reference (1)
3.1B Amendment No. 1 to Restated Certificate of Incorporation, Incorporated by Reference (6)
as amended
3.1C Amendment No. 2 to Restated Certificate of Incorporation, Incorporated by Reference (12)
as amended
3.2 Restated By-Laws as amended through February 26, 1996 Incorporated by Reference (8)
4.0A Form of Certificate for Common Stock, $.01 par value Incorporated by Reference (3)
4.1A Indenture for the Registrant's 8% Convertible Incorporated by Reference (13)
Subordinated Debentures, due 2003
4.2A Debenture for the Registrant's 8% Convertible Incorporated by Reference (13)
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 (10)
10.1E Amendment No. 5 to Management Agreement Incorporated by Reference (12)
10.1F Amendment No. 4 to Management Agreement Incorporated by Reference (16)
10.1G Amendment No. 6 to Management Agreement Incorporated by Reference (16)
10.1H Amendment No. 7 to Management Agreement Incorporated by Reference (16)
10.2 Form of Indemnification Agreement (which the Company Incorporated by Reference (1)
has entered into with each officer and director)
10.3 Form of Right of First Refusal which has been entered Incorporated by Reference (2)
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 (9)
through January 25, 1991*
10.5 Form of Deferred Compensation Agreement (the Incorporated by Reference (11)
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 Plan* Incorporated by Reference (14)
10.8 First Amendment to the Sizeler Property Investors, Inc. Incorporated by Reference (14)
Incentive Award Plan*
10.9 Sizeler Property Investors, Inc. 1994 Directors' Stock Incorporated by Reference (17)
Ownership Plan, as amended
10.10 Agreement between the Company and Sidney W. Lassen* Incorporated by Reference (14)
10.11 Agreement between the Company and Thomas A.
Masilla, Jr.* Incorporated by Reference (15)
10.12 Non-Elective Deferred Compensation Agreement Incorporated by Reference (15)
between Company and Thomas A. Masilla, Jr.
(The Company also has a Non-Elective Deferred
Compensation Agreement with Sidney W. Lassen,
which is identical to Mr. Masilla's Agreement).*
10.13 The Company's 1996 Stock Option Plan, as amended Incorporated by Reference (17)
19.1 The Company's Shareholder Rights Plans dated as of Incorporated by Reference (7)
April 28, 1989
19.2 First Amendment to Shareholder Rights Plan Incorporated by Reference (8)
21 List of Subsidiaries Filed herewith
23.1 Consent of KPMG Peat Marwick LLP Filed herewith
27 Financial Data Schedule Filed herewith
</TABLE>
______________________
34
<PAGE>
(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.
(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 exhibits to the Company's Form 10-K
for the year ended December 31, 1988.
(7) Incorporated by reference to the exhibit to the Company's Form 8-A, filed
on May 4, 1989.
(8) Incorporated by reference to the exhibits to the Company's Form 8-K, dated
February 27, 1996.
(9) Incorporated by reference to the Exhibit A to the Company's Proxy
Statement, dated April 5, 1991.
(10) Incorporated by reference to the exhibits filed with the Company's Form 10-
K for the year ended December 31, 1990.
(11) Incorporated by reference to the exhibits filed with the Company's Form 10-
K for the year ended December 31, 1991.
(12) Incorporated by reference to the exhibits filed with the Company's Form 10-
K for the year ended December 31, 1992.
(13) Incorporated by reference to the exhibits filed with the Company's Form 8-
K, dated May 26, 1993.
(14) Incorporated by reference to the exhibits filed on March 7, 1994, with the
Company's registration statement on Form S-3 (No. 33-76134).
(15) Incorporated by reference to the exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(16) Incorporated by reference to the Exhibits filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
(17) Incorporated by reference to the exhibits to the Company's definitive proxy
material for its 1997 Annual Meeting of Stockholders.
* Management compensation plan agreements.
35
<PAGE>
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/ Sidney W. Lassen
-------------------------------
Sidney W. Lassen
Chairman of the Board
(Principal Executive Officer)
Date: March 24, 1998
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 24, 1998
-------------------------- (Principal Executive Officer)
Sidney W. Lassen
By: /s/ THOMAS A. MASILLA, JR. Vice Chairman, President and March 24, 1998
-------------------------- Director (Principal Operating
Thomas A. Masilla, Jr. and Chief Financial Officer)
By: /s/ DAVID A. O'FLYNN, JR. Controller/Secretary March 24, 1998
-------------------------- (Principal Accounting Officer)
David A. O'Flynn, Jr.
By: /s/ J. TERRELL BROWN Director March 24, 1998
--------------------------
J. Terrell Brown
By: /s/ FRANCIS L. FRAENKEL Director March 24, 1998
--------------------------
Francis L. Fraenkel
By: /s/ HAROLD B. JUDELL Director March 24, 1998
--------------------------
Harold B. Judell
By: /s/ JAMES W. McFARLAND Director March 24, 1998
--------------------------
James W. McFarland
By: /s/ RICHARD L. PEARLSTONE Director March 24, 1998
--------------------------
Richard L. Pearlstone
By: /s/ THEODORE H. STRAUSS Director March 24, 1998
--------------------------
Theodore H. Strauss
36
<PAGE>
EXHIBIT 21
SUBSIDIARIES OF THE REGISTRANT
Name of Corporation State of Incorporation
- ------------------- ----------------------
Clearwater Acquisition Corporation Delaware
Lafayette Acquisition Corporation Louisiana
Realty Acquisition Corporation Delaware
SPIALA Corporation Delaware
SPIANTONIO, Inc. Delaware
SPIAPT, Inc. Alabama
SPIAPTLA, Inc. Delaware
SPIBILE, Inc. Alabama
SPICLIFF, Inc. Delaware
SPICOM, Inc. Alabama
SPICOMLA, Inc. Delaware
SPIDAY, Inc. Delaware
SPIDELA, Inc. Delaware
SPILAF, Inc. Alabama
SPILAKE, Inc. Delaware
SPILAN, Inc. Delaware
SPILAND, Inc. Alabama
SPILOT, Inc. Alabama
SPIMALL, Inc. Alabama
SPIMALLA, Inc. Delaware
SPINAP, Inc. Delaware
SPINELLON, Inc. Delaware
SPINO, Inc. Delaware
SPIPAL, Inc. Delaware
SPIPOWER, Inc. Alabama
SPITON, Inc. Alabama
SPITOWN Corporation Delaware
SPIWACHEE, Inc. Delaware
SPIWARD, Inc. Delaware
38
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Sizeler Property Investors, Inc.:
We consent to incorporation by reference in the registration statement (No.
33-76134) on Form S-3 and in the registration statement (No. 333-16073) on Form
S-8 of Sizeler Property Investors, Inc. of our report dated January 29, 1998,
relating to the consolidated balance sheets of Sizeler Property Investors, Inc.
and subsidiaries as of December 31, 1997 and 1996 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, 1997, and the related financial
statement schedules, which report appears in the December 31, 1997 annual report
on Form 10-K of Sizeler Property Investors, Inc.
KPMG PEAT MARWICK LLP
New Orleans, Louisiana
March 25, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,128,000
<SECURITIES> 0
<RECEIVABLES> 2,977,000
<ALLOWANCES> (281,000)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 311,216,000
<DEPRECIATION> (46,454,000)
<TOTAL-ASSETS> 276,345,000
<CURRENT-LIABILITIES> 37,245,000
<BONDS> 153,493,000
0
0
<COMMON> 90,000
<OTHER-SE> 84,437,000
<TOTAL-LIABILITY-AND-EQUITY> 276,345,000
<SALES> 0
<TOTAL-REVENUES> 46,380,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 29,280,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,608,000
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,555,000
<EPS-PRIMARY> 0.30
<EPS-DILUTED> 0
</TABLE>
