<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
------------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2000
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-9349
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SIZELER PROPERTY INVESTORS, INC.
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 72-1082589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
------------------------------------------ ----------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 471-6200
----------------
--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by Check X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
7,964,000 shares of Common Stock ($.01 Par Value) were outstanding as of August
1, 2000.
Page 1 of 11
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SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
------
Part I: FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
Part II: OTHER INFORMATION
-----------------
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10-11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
2
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
June 30 December 31
2000 1999
ASSETS (Unaudited) (Audited)
------------ ------------
<S> <C> <C>
Real estate investments (Note A):
Land $ 51,291,000 $ 50,814,000
Buildings and improvements, net of accumulated depreciation
of $71,422,000 in 2000 and $66,162,000 in 1999 221,805,000 221,413,000
Investment in real estate partnership 916,000 917,000
------------ ------------
274,012,000 273,144,000
Cash and cash equivalents 670,000 1,337,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $368,000 in 2000 and $430,000 in 1999 2,292,000 2,938,000
Prepaid expenses and other assets 9,197,000 8,339,000
------------ ------------
Total Assets $286,171,000 $285,758,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note C) $110,130,000 $ 84,712,000
Notes payable 39,411,000 59,988,000
Accounts payable and accrued expenses 5,211,000 7,400,000
Tenant deposits and advance rents 847,000 827,000
------------ ------------
155,599,000 152,927,000
Convertible subordinated debentures 61,878,000 61,878,000
------------ ------------
Total Liabilities 217,477,000 214,805,000
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, 6,000,000 shares authorized, none issued --- ---
Common stock, par value $.01 per share, 30,000,000 shares
authorized, shares issued and outstanding - 9,208,000 in 2000
and 9,085,000 in 1999 92,000 91,000
Additional paid-in capital 129,508,000 128,604,000
Cumulative net income 38,501,000 37,385,000
Cumulative distributions paid (88,230,000) (84,673,000)
------------ ------------
79,871,000 81,407,000
Treasury shares, at cost, 1,266,000 shares in 2000 and
1,176,000 shares in 1999 (11,177,000) (10,454,000)
------------ ------------
Total Shareholders' Equity 68,694,000 70,953,000
------------ ------------
Total Liabilities and Shareholders' Equity $286,171,000 $285,758,000
============ ============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(unaudited)
<TABLE>
<CAPTION>
Quarter Ended June 30 Six Months Ended June 30
------------------------- -------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
OPERATING REVENUE
Rents and other income $12,505,000 $12,185,000 $25,139,000 $24,581,000
Equity in income of
partnership 27,000 29,000 58,000 60,000
----------- ----------- ----------- -----------
12,532,000 12,214,000 25,197,000 24,641,000
----------- ----------- ----------- -----------
OPERATING EXPENSES
Management and leasing
fees 608,000 662,000 1,314,000 1,333,000
Utilities 521,000 500,000 969,000 974,000
Real estate taxes 944,000 974,000 1,891,000 1,949,000
Operations and maintenance 1,914,000 1,691,000 3,778,000 3,582,000
Administrative expenses 660,000 679,000 1,413,000 1,364,000
Other operating expenses 741,000 635,000 1,362,000 1,293,000
Depreciation and
amortization 2,778,000 2,712,000 5,547,000 5,350,000
----------- ----------- ----------- -----------
8,166,000 7,853,000 16,274,000 15,845,000
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 4,366,000 4,361,000 8,923,000 8,796,000
Interest expense 3,875,000 3,762,000 7,806,000 7,584,000
----------- ----------- ----------- -----------
NET INCOME $ 491,000 $ 599,000 $ 1,117,000 $ 1,212,000
=========== =========== =========== ===========
BASIC AND DILUTED EARNINGS
PER SHARE $0.06 $0.08 $0.14 $0.15
=========== =========== =========== ===========
WEIGHTED AVERAGE
Common shares outstanding 7,910,000 7,852,000 7,905,000 7,905,000
=========== =========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
-------------------------
2000 1999
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 1,117,000 $1,212,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,547,000 5,350,000
Decrease in accounts receivable and accrued revenue, net 646,000 814,000
Decrease (increase) in prepaid expenses and other assets 416,000 (495,000)
(Decrease) increase in accounts payable and accrued expenses (2,189,000) 454,000
------------ -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 5,537,000 7,335,000
------------ -----------
INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (6,129,000) (4,192,000)
------------ -----------
NET CASH USED IN INVESTING ACTIVITIES (6,129,000) (4,192,000)
------------ -----------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable 26,400,000 ---
Principal payments on mortgage notes payable (982,000) (860,000)
Net (payments) proceeds on notes payable to banks (20,577,000) 3,411,000
Mortgage escrow deposits and debt issuance costs (1,540,000) (826,000)
Cash dividends to shareholders (3,558,000) (3,475,000)
Proceeds from issuance of shares of common stock pursuant to
direct stock purchase, stock option, and stock award plans 905,000 48,000
Repurchase of common stock (723,000) (1,329,000)
------------ -----------
NET CASH USED IN FINANCING ACTIVITIES (75,000) (3,031,000)
------------ -----------
Net (decrease) increase in cash and cash equivalents (667,000) 112,000
Cash and cash equivalents at beginning of year 1,337,000 1,150,000
------------ -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 670,000 $ 1,262,000
============ ===========
Cash interest payments, net of capitalized interest $ 7,980,000 $ 7,458,000
============ ===========
</TABLE>
See notes to consolidated financial statements
5
<PAGE>
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2000
NOTE A -- BASIS OF PRESENTATION
As of June 30, 2000, the Company's real estate portfolio included interest in
sixteen shopping centers and fourteen apartment communities. The Company holds,
directly or indirectly through both wholly owned subsidiaries and majority owned
entities, a fee interest in twenty-eight of its properties, and long-term ground
leases on the remaining two properties - Southwood Shopping Center in Gretna,
Louisiana and the Westland Shopping Center in Kenner, Louisiana. Sixteen
properties are held through partnerships and limited partnerships whereby the
majority owner is a wholly owned subsidiary of Sizeler Property Investors, Inc.
The minority interests in these entities are held by third party corporations
who have contributed capital for their respective interests. The other fourteen
properties in the portfolio are held through wholly owned subsidiary
corporations and limited liability companies. The Company, the wholly owned
subsidiaries and majority owned partnerships and limited partnerships are
referred to collectively as the "Company".
The accompanying consolidated financial statements have been prepared in
accordance with Generally Accepted Accounting Principles (GAAP) for interim
financial information and with instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by GAAP for complete financial statements. Furthermore, the
preparation of financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
materially differ from those estimates.
Operating results for the three-month and six-month periods ended June 30, 2000,
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. The consolidated balance sheet at December 31, 1999,
has been derived from the audited consolidated financial statements at that
date, but does not include all of the information and footnotes required by GAAP
for complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Sizeler
Property Investors, Inc. Annual Report on Form 10-K for the year ended December
31, 1999.
NOTE B -- RECLASSIFICATIONS
Certain reclassifications have been made in the 1999 Consolidated Financial
Statements to conform with the 2000 financial statement presentation.
NOTE C -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured, on a non-recourse basis, by
certain land, buildings and improvements. At June 30, 2000, mortgage notes
payable totalled approximately $110.1 million. Individual notes ranged from
$2.9 million to $20.8 million, with fixed rates of interest ranging from 6.85%
to 8.63% and maturity dates ranging from September 30, 2001, to January 1, 2013.
Net book values of properties securing these mortgage notes payable totalled
approximately $136.9 million at June 30, 2000, with individual property net book
values ranging from $3.7 million to $31.0 million.
In the second quarter, the Company completed additional long-term, non-recourse,
fixed interest rate mortgage financing. Proceeds from the financing totalled
approximately $26.4 million and were used to pay down floating rate, bank debt.
6
<PAGE>
NOTE D - SEGMENT DISCLOSURE
The Company is engaged in two operating segments, the ownership and rental of
retail shopping center properties and apartment properties. These reportable
segments offer different products or services and are managed separately as each
requires different operating strategies and management expertise. There are no
intersegment sales or transfers.
The Company assesses and measures segment operating results based on a
performance measure referred to as Net Operating Income and is based on the
operating revenues and operating expenses directly associated with the
operations of the real estate properties (excluding depreciation). Net
Operating Income is not a measure of operating results or cash flows from
operating activities as measured by GAAP, and is not necessarily indicative of
cash available to fund cash needs and should not be considered an alternative to
cash flows as a measure of liquidity.
The operating revenues, operating expenses, net operating income and real estate
investments for each of the reportable segments are summarized below for the
three and six-month periods ended June 30, 2000 and 1999.
<TABLE>
<CAPTION>
Quarter Ended June 30 Six Months Ended June 30
----------------------------- ---------------------------
2000 1999 2000 1999
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
Retail:
Operating Revenue $ 6,815,000 $ 6,765,000 $13,846,000 $13,819,000
Operating Expenses (2,749,000) (2,699,000) (5,433,000) (5,495,000)
------------ ------------ ----------- -----------
Net Operating Income - Retail $ 4,066,000 $ 4,066,000 8,413,000 8,324,000
Apartments:
Operating Revenue $ 5,717,000 $ 5,449,000 $11,352,000 $10,822,000
Operating Expenses (2,639,000) (2,442,000) (5,295,000) (5,000,000)
------------ ------------ ----------- -----------
Net Operating Income - Apartments 3,078,000 3,007,000 6,057,000 5,822,000
Net Operating Income - Total $ 7,144,000 $ 7,073,000 $14,470,000 $14,146,000
Depreciation (2,778,000) (2,712,000) (5,547,000) (5,350,000)
------------ ------------ ----------- -----------
Income From Operations 4,366,000 4,361,000 8,923,000 8,796,000
Interest Expense (3,875,000) (3,762,000) (7,806,000) (7,584,000)
------------ ------------ ----------- -----------
Net Income $ 491,000 $ 599,000 $ 1,117,000 $ 1,212,000
============ ============ =========== ===========
June 30
----------------------------
2000 1999
------------ ------------
Gross Real Estate Investments:
Retail $208,913,000 $201,670,000
Apartments 135,605,000 131,913,000
------------ ------------
$344,518,000 $333,583,000
============ ============
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999
Operating revenue totalled $12.5 million, compared to $12.2 million reported for
the same period a year ago. Operating revenue for retail centers and apartments
was $6.8 million and $5.7 million, respectively. The increase in operating
revenue was due primarily to higher apartment occupancies, market sustained
rents and new retail leases, in particular the leasing of 40,000 s.f. of space
previously reported vacated by a tenant at the end of 1999. Net Operating
Income totalled $7.1 million in both 2000 and 1999, and depreciation expense
totalled $2.8 million and $2.7 million, respectively, for the same periods.
Operating expenses totalled $5.4 million in 2000, compared to $5.1 million in
1999. The increase was primarily attributable to the costs associated with
certain retail tenant financial difficulties and increased operations and
maintenance expense at the apartment properties.
7
<PAGE>
Interest expense reflected a net increase of approximately $113,000 due to the
rising interest rate environment during the quarter. The Company reduced its
future exposure to interest rate volatility during the second quarter by
completing approximately $26 million of additional long-term, fixed rate, non-
recourse financing, and using the proceeds to reduce floating rate bank debt.
The average bank borrowings were approximately $48.3 million and $51.7 million
for the second quarter of 2000 and 1999, respectively, with an average interest
rate of 8.0% and 6.3%, respectively. At June 30, 2000, bank borrowings were
$39.4 million, compared to $52.6 million at June 30, 1999 and $64.2 million at
March 31, 2000.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
Operating revenue totalled $25.2 million, compared to $24.6 million reported for
the same period a year ago. Operating revenue for retail centers and apartments
was $13.8 million and $11.4 million, respectively. The increase in operating
revenue was due primarily to increased rental rates, higher apartment
occupancies and new retail leases, in particular the leasing of 40,000 s.f. of
space previously reported vacated by a tenant at the end of 1999. Net Operating
Income totalled $14.5 million in 2000, as compared to $14.1 million in 1999, and
depreciation expense totalled $5.5 million and $5.4 million, respectively for
the same periods. Operating expenses totalled $10.7 million in 2000, compared to
$10.5 million in 1999. The increase was primarily attributable to costs
associated with certain retail tenant financial difficulties and increased
operations and maintenance expense at the apartment properties.
Interest expense reflected a net increase of approximately $222,000 due to the
activity described below. The rising interest rate environment contributed to
increased interest costs of $393,000 associated with the Company's floating rate
bank debt. In the fourth quarter of 1999, the Company repaid a 10.875% interest
rate mortgage and repurchased $1.0 million of its convertible subordinated
debentures, largely contributing to a decrease of approximately $171,000 in
related interest expense in the first six months of 2000. The average bank
borrowings were approximately $55.6 million and $51.4 million for the first six
months of 2000 and 1999, respectively, with an average interest rate of 7.7% and
6.5%, 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, debt service obligations, and distributions to shareholders. In
addition, the Company maintains unsecured credit lines with commercial banks,
which it utilizes to supplement cash provided by operating activities and to
initially finance the cost of property development and redevelopment activities,
portfolio acquisitions and other expenditures. At June 30, 2000, the Company
had $670,000 in cash and cash equivalents and $65 million in committed bank
lines, of which approximately $26 million was available. Utilization of the
bank lines is subject to certain restrictive covenants that impose maximum
borrowing levels by the Company through the maintenance of certain prescribed
financial ratios.
Net cash flows provided by operating activities decreased $1.8 million in the
second quarter of 2000 compared to the same period in 1999. The decrease was
principally attributable to a net decrease in short-term payables.
Net cash flows used in investing activities increased approximately $1.9 million
in 2000 from 1999, primarily attributable to increased development activities.
Net cash flows used by financing activities decreased by approximately $3.0
million in 2000 from 1999 due to (i) net cash proceeds of approximately $1.5
million from the issuance of mortgage notes payable, related debt issuance
costs, and the subsequent paydown of notes payable to banks; (ii) increase in
cash proceeds of approximately $857,000 from the issuance of common stock
pursuant to the direct stock purchase and stock award plans; and (iii) pursuant
to the Company's stock repurchase program initiated in 1995, the Company
repurchased 72,000 fewer shares than in 1999, at an approximate cost of
$606,000.
As of June 30, 2000, thirteen of the Company's properties were subject to a
total of $110.1 million in mortgage obligations, all of which are long-term,
non-recourse and bear fixed rates of interest for fixed terms. The remaining
seventeen properties and vacant parcels of land in the portfolio are currently
unencumbered by debt. The Company anticipates that its current cash balance,
operating cash flows, and borrowing capacity (including borrowings under its
8
<PAGE>
lines of credit) will be adequate to fund the Company's future (i) operating and
administrative expenses, (ii) debt service obligations, (iii) distributions to
shareholders, (iv) development activities, (v) capital improvements on existing
properties, and (vi) typical repair and maintenance expenses at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon funds from operations, as well as other factors. As
funds from operations excludes the deduction of certain non-cash charges,
principally depreciation on real estate assets, quarterly dividends will
typically be greater than net income and may include a tax-deferred return of
capital component. The Board of Directors, on August 3, 2000, declared a cash
dividend of $0.23 per share for the period April 1, 2000 through June 30, 2000,
payable to shareholders of record as of August 25, 2000.
FUNDS FROM OPERATIONS
Real estate industry analysts and the Company utilize the concept of funds from
operations as an important analytical measure of a Real Estate Investment
Trust's financial performance. The Company considers funds from operations in
evaluating its operating results; and, its dividend policy, as previously
mentioned, is also based, in part, on the concept of funds from operations.
Funds from operations (FFO) is defined by the Company and the National
Association of Real Estate Investment Trusts (NAREIT) as net income, excluding
gains or losses from sales of property and those items defined as extraordinary
under GAAP, plus depreciation on real estate assets and after adjustments for
unconsolidated partnerships to reflect funds from operations on the same basis.
Funds from operations do not represent cash flows from operations as defined by
GAAP, nor is it indicative that cash flows are adequate to fund all cash needs,
including distributions to shareholders. Funds from operations should not be
considered as an alternative to net income as defined by GAAP or to cash flows
as a measure of liquidity. A reconciliation of net income to basic funds from
operations is presented below (in thousands).
<TABLE>
<CAPTION>
Quarter Ended June 30
---------------------------------------------
2000 1999
-------------------- ---------------------
($000) Shares ($000) Shares
------- -------- --------- -------
<S> <C> <C> <C> <C>
NET INCOME $ 491 7,910 $ 599 7,852
Additions:
Depreciation 2,778 2,712
Partnership depreciation 9 9
Deductions:
Minority depreciation 13 12
Amortization costs 140 143
------ ----- ------ -----
FUNDS FROM OPERATIONS - BASIC $3,125 7,910 $3,165 7,852
====== ===== ====== =====
Six Months Ended June 3
---------------------------------------------
2000 1999
-------------------- ---------------------
($000) Shares ($000) Shares
------- -------- --------- -------
<S> <C> <C> <C> <C>
NET INCOME $1,117 7,905 $1,212 7,905
Additions:
Depreciation 5,547 5,350
Partnership depreciation 17 19
Deductions:
Minority depreciation 25 24
Amortization costs 282 288
------ ----- ------ -----
FUNDS FROM OPERATIONS - BASIC $6,374 7,905 $6,269 7,905
====== ===== ====== =====
</TABLE>
EFFECTS OF INFLATION
9
<PAGE>
Substantially all of the Company's retail leases contain provisions designed to
provide the Company with a hedge against inflation. Many of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. Also, the
majority of the Company's retail leases are for terms of less than ten years,
which allows the Company to adjust rentals to changing market conditions. In
addition, most retail leases require tenants to contribute towards property
operating expenses, thereby reducing the Company's exposure to higher costs
caused by inflation. Apartment leases are written for short terms, generally
six to twelve months.
FUTURE RESULTS
This Form 10-Q and other documents prepared and statements made by the Company,
may contain certain forward-looking statements that are subject to risk and
uncertainty. Investors and potential investors in the Company's securities are
cautioned that a number of factors could adversely affect the Company and cause
actual results to differ materially from those in the forward-looking
statements, including, but not limited to (a) the inability to lease current or
future vacant space in the Company's properties; (b) decisions by tenants and
anchor tenants who own their space to close stores at the Company's properties;
(c) the inability of tenants to pay rent and other expenses; (d) tenant
financial difficulties; (e) 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) possible dispositions of mature properties since
the Company is continuously engaged in the examination of its various lines of
business; (i) increases in interest rates; (j) a general economic downturn
resulting in lower retail sales and causing downward pressure on occupancies and
rents at retail properties; as well as (k) the adverse tax consequences if the
Company were to fail to qualify as a REIT in any taxable year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We incorporate by reference the disclosure contained in Item 7a, Quantitative
and Qualitative Disclosures About Market Risk, of the Company's Form 10-K, for
the year ended December 31, 1999. The Company reduced its future exposure to
interest rate volatility during the second quarter by completing approximately
$26 million of additional long-term, fixed-rate, non-recourse financing and
using the proceeds to reduce floating rate bank debt. There have been no other
material changes during the first six months of 2000.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or
to which any of its properties is subject, which in the opinion of
management and its litigation counsel has resulted or will result in any
material adverse effect on the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of Shareholders, held on May 12, 2000, the
following matter was submitted for voting by the shareholders:
1) Election of Directors - The shareholders re-elected Thomas A. Masilla, Jr.,
James W. McFarland and Theodore H. Strauss to serve until the Annual Meeting
of Shareholders of 2003 or until their successors are duly elected and
qualified (the terms of J. Terrell Brown, Francis L. Fraenkel, Harold B.
Judell, Sidney
10
<PAGE>
W. Lassen and Richard L. Pearlstone continued after the meeting). The
election of directors was the only vote of the shareholders at the Annual
Meeting.
VOTES VOTES
DIRECTORS FOR WITHHELD
------------------------------- --------- --------
Thomas A. Masilla, Jr. 7,553,535 105,296
James W. McFarland 7,557,235 101,576
Theodore H. Strauss 7,548,923 109,908
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
-------------------------------
(Registrant)
By: /s/ ROBERT A. WHELAN
___________________________
Robert A. Whelan
Chief Financial Officer
By: /s/ ROSS A. BURKENSTOCK
___________________________
Ross A. Burkenstock
Controller
Date: August 11, 2000
11
