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 SEPTEMBER 30, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from ________________ to ________________
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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 471-6200
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FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT.
Indicate by Check whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
___ ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
8,425,319 shares of Common Stock ($.01 Par Value) were outstanding as of
November 10, 1997.
Page 1 of 10 Pages
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
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Part I: FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 9
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
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PART I
FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
September 30, December 31,
ASSETS 1997 1996
------ -------------- --------------
Real estate investments:
Land $ 49,152,000 $ 48,645,000
Buildings and improvements, net of accumulated depreciation
of $44,206,000 in 1997 and $37,518,000 in 1996 214,949,000 217,313,000
Investment in real estate partnership 914,000 948,000
------------ ------------
265,015,000 266,906,000
Cash and cash equivalents 719,000 468,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $262,000 in 1997 and $204,000 in 1996 2,564,000 3,028,000
Prepaid expenses and other assets 8,657,000 7,978,000
------------ ------------
Total Assets $276,955,000 $278,380,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable $ 67,880,000 $ 68,080,000
Notes payable 53,785,000 52,639,000
Accounts payable and accrued expenses 5,676,000 4,372,000
Tenant deposits and advance rents 854,000 832,000
Commitments and contingencies --- ---
Minority interest in real estate partnerships 209,000 212,000
------------ ------------
128,404,000 126,135,000
Convertible subordinated debentures 62,878,000 62,878,000
------------ ------------
Total Liabilities 191,282,000 189,013,000
------------ ------------
SHAREHOLDERS' EQUITY
Preferred stock, 3,000,000 shares authorized, none issued --- ---
Common stock, par value $.01 per share, 15,000,000 shares
authorized, shares issued and outstanding -- 8,966,119
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 earnings (36,875,000) (33,170,000)
------------ ------------
90,817,000 94,339,000
Treasury shares, at cost, 540,800 shares in 1997 and
523,700 in 1996 (5,146,000) (4,970,000)
Unrealized gain/(loss) on securities 2,000 (2,000)
------------ ------------
Total Shareholders' Equity 85,673,000 89,367,000
------------ ------------
Total Liabilities and Shareholders' Equity $276,955,000 $278,380,000
============ ============
See notes to consolidated financial statements.
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SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
Quarter Ended Nine Months Ended
September 30, September 30,
------------------------------------ -------------------------------
1997 1996 1997 1996
----------------- ----------------- -------------- ---------------
OPERATING REVENUE
Rents and other income $11,539,000 $11,142,000 $34,309,000 $32,856,000
Equity in income of partnership 26,000 25,000 74,000 75,000
----------- ----------- ----------- -----------
11,565,000 11,167,000 34,383,000 32,931,000
----------- ----------- ----------- -----------
OPERATING EXPENSES
Management & leasing fees 590,000 548,000 1,780,000 1,619,000
Utilities 538,000 548,000 1,508,000 1,494,000
Real estate taxes 905,000 892,000 2,612,000 2,473,000
Operations & maintenance 1,717,000 1,618,000 5,020,000 4,706,000
Administrative expenses 556,000 517,000 1,781,000 1,557,000
Other operating expenses 553,000 591,000 1,751,000 1,799,000
Depreciation & amortization 2,444,000 2,303,000 7,198,000 6,781,000
----------- ----------- ----------- -----------
7,303,000 7,017,000 21,650,000 20,429,000
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 4,262,000 4,150,000 12,733,000 12,502,000
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSES)
Interest, dividends, & other income 8,000 12,000 59,000 71,000
Interest expense (3,650,000) (3,631,000) (10,936,000) (10,905,000)
----------- ----------- ------------- ------------
(3,642,000) (3,619,000) (10,877,000) (10,834,000)
----------- ----------- ------------- ------------
INCOME BEFORE EXTRAORDINARY ITEM 620,000 531,000 1,856,000 1,668,000
----------- ----------- ------------- ------------
Extraordinary item--early extinguishment of debt --- --- --- (449,000)
----------- ----------- ------------- ------------
NET INCOME $ 620,000 $ 531,000 $ 1,856,000 $ 1,219,000
=========== =========== =========== ===========
PER SHARE DATA:
Income before extraordinary item $0.07 $0.06 $0.22 $0.19
=========== =========== =========== ===========
Extraordinary item $ --- $ --- $ --- $ (0.05)
=========== =========== =========== ===========
Net income $ 0.07 $ 0.06 $ 0.22 $ 0.14
=========== =========== =========== ===========
See notes to consolidated financial statements.
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SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Nine Months Ended September 30,
--------------------------------
1997 1996
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OPERATING ACTIVITIES:
Net income $1,856,000 $1,219,000
Adjustments to reconcile net
income to net
cash provided by operating
activities:
Depreciation 7,198,000 6,781,000
Extraordinary
item--early
extinguishment of debt --- 449,000
Decrease in accounts
receivable and accrued
revenue 464,000 39,000
(Increase) decrease in
prepaid expenses and
other assets (117,000) 492,000
Increase in accounts
payable and accrued
expenses 1,304,000 1,480,000
Other, net 162,000 68,000
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NET CASH PROVIDED BY
OPERATING ACTIVITIES 10,867,000 10,528,000
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INVESTING ACTIVITIES:
Improvements to real estate
investments (4,831,000) (5,445,000)
---------- -----------
NET CASH USED IN
INVESTING ACTIVITIES (4,831,000) (5,445,000)
---------- -----------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable and notes
payable to banks 1,146,000 895,000
Principal payments on mortgage notes payable and
notes payable to banks (202,000) (127,000)
Debt issuance costs and mortgage escrow deposits (1,081,000) (739,000)
Cash dividends paid (5,560,000) (5,572,000)
Issuance of shares pursuant to stock option plans 92,000 90,000
Minority interest in real estate partnerships (3,000) 10,000
Purchase of treasury shares (177,000) (516,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (5,785,000) (5,959,000)
----------- -----------
Net increase (decrease) in cash and cash equivalents 251,000 (876,000)
Cash and cash equivalents at beginning of year 468,000 1,274,000
----------- -----------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 719,000 $ 398,000
=========== ===========
See notes to consolidated financial statements.
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SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) necessary for a fair presentation have been included. Operating
results for the three- and nine-month periods ended September 30, 1997, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997. The consolidated balance sheet at December 31, 1996, has
been derived from the audited consolidated financial statements at that date,
but does not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Sizeler Property Investors, Inc. Annual Report on Form
10-K for the year ended December 31, 1996.
NOTE B -- EXTRAORDINARY ITEM
Net income for the nine-month period in 1996 includes an extraordinary non-cash
charge of $449,000 resulting from deferred financing costs expensed in
connection with the refinancing of approximately $20 million of mortgage debt.
NOTE C -- EARNINGS PER SHARE
Primary earnings per share is based upon the weighted average number of shares
outstanding. The weighted average number of shares outstanding were 8,423,000
for each of the three-month periods ended September 30, 1997 and 1996, and
8,423,000 and 8,436,000 for the nine months ended September 30, 1997 and 1996,
respectively.
NOTE D -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings, and
improvements. At September 30, 1997, mortgage notes payable totalled $67.9
million. Individual notes ranged from $2.0 million to $16.0 million, with fixed
rates of interest ranging from 7.44% to 10.88%, and maturity dates ranging
from March 1, 1998, to September 30, 2001. Net book values of properties
securing these mortgage notes payable totalled $103.0 million at September 30,
1997, with individual property net book values ranging from $3.3 million to
$26.8 million.
NOTE E -- NEW ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) has issued four new accounting
statements which are effective for periods ending after December 15, 1997. FASB
Statement No. 128, Earnings Per Share, specifies the computation, presentation,
and disclosure requirements for earnings per share (EPS), and was issued to
simplify the computation of EPS. FASB Statement No. 129, Disclosure of
Information About Capital Structure, prescribes certain information to be
disclosed concerning the Company's capital structure and various securities
outstanding. FASB Statement No. 130, Reporting Comprehensive Income,
establishes standards for reporting and display of comprehensive income and its
components in a full set of general purpose financial statements. FASB
Statement No. 131, Disclosures About Segments of an Enterprise and Related
Information, establishes standards for the way that public business enterprises
report information about operating segments in financial statements. The
Company has reviewed the statements and does not believe that these
pronouncements will have a material impact on its fiscal 1997 consolidated
financial statements.
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FINANCIAL INFORMATION (CONTINUED)
RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Operating revenue totalled $11.6 million, reflecting a 4% increase over the
same period a year ago, which totalled $11.2 million. Operating revenue for
retail centers and apartments were $6.6 million and $4.9 million, respectively,
an increase of 5% and 2%, respectively. The increase in operating revenue is
due primarily to increases in rental rates and sustained higher occupancy levels
at the properties. Income from operations, before depreciation, increased
$253,000, while depreciation expense increased $141,000, thus income from
operations increased $112,000. Operating expenses increased due to fees
resulting from improved operating performance at the Company's properties,
higher real estate taxes, and higher maintenance expenses.
Interest expense increased $19,000 attributable to the following: (1) a
decrease of $20,000 in mortgage interest expense resulting from normal debt
amortization; offset by (2) an increase of $39,000 in interest expense on bank
debt (average bank borrowings were approximately $53.1 million and $51.3 million
for the third quarter of 1997 and 1996, respectively, with an average rate of
interest of 7.3% and 7.1%, respectively.)
Net income totalled $620,000, or $0.07 per share, compared to $531,000, or
$0.06 per share, for the same period in 1996.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
Operating revenue totalled $34.4 million, reflecting a 5% increase over the
same period a year ago, which totalled $32.9 million. Operating revenue for
retail centers and apartments were $19.6 million and $14.8 million,
respectively, an increase of 4% in each property type. The increase in
operating revenue is due primarily to increases in rental rates and sustained
higher occupancy levels at the properties. Income from operations, before
depreciation, increased $648,000, while depreciation expense increased $417,000,
thus income from operations increased $231,000. The Company's retail centers
and apartment communities were 95% and 98% leased, respectively, at September
30, 1997. Operating expenses increased due to fees resulting from improved
operating performance at the Company's properties, higher real estate taxes,
higher maintenance expenses, and an increase in franchise taxes.
Interest expense increased $31,000 attributable to the following: (1) a
decrease of $92,000 in mortgage interest expense due primarily to mortgage debt
refinanced at lower interest rates in 1996 and normal debt amortization; offset
by (2) an increase of $123,000 in interest expense on bank debt (average bank
borrowings were approximately $53.4 million and $51.8 million for the nine-month
periods in 1997 and 1996, respectively, with an average rate of interest of 7.3%
and 7.1%, respectively.)
Net income totalled $1.9 million, or $0.22 per share, compared to $1.2
million, or $0.14 per share, for the same period in 1996. Net income for the
nine-month period in 1996 included an extraordinary charge of $449,000 resulting
from deferred financing costs expensed in connection with the refinancing of
mortgage debt.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of working capital for the Company is net cash provided
by operating activities, from which the Company funds normal operating
requirements and distributions to shareholders. In addition, the Company
maintains unsecured credit lines with commercial banks, which it utilizes to
temporarily finance the cost of portfolio
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growth, property improvements, and other expenditures. At September 30, 1997,
the Company had $719,000 of cash and cash equivalents and bank commitments for
$80 million of lines of credit, 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 prescribed debt-to-equity or other financial ratios.
Net cash flows provided by operating activities increased $339,000 in the
first nine months of 1997 compared to the same period in 1996, attributable
primarily to an increase in income from operations before depreciation, as
described in the previous section, in addition to changes in operating assets
and liabilities.
Net cash flows used in investing activities decreased $614,000 in 1997 from
1996, attributable to a decrease in expenditures for capital improvements due to
the completion of a roofing project at one of the Company's retail centers in
1996. 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 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 the development is expected to be
completed by the end of 1998.
Net cash flows used in financing activities decreased $174,000, primarily
attributable to a reduction in the amount of shares repurchased by the Company
in 1997.
As of September 30, 1997, thirteen of the Company's properties, comprising
approximately 38% of its gross investment in real estate, were subject to a
total of $67.9 million in mortgage debt, all of which bears a fixed rate of
interest for a fixed term. The remaining sixteen properties in the portfolio
are currently unencumbered by debt. The
Company anticipates that its current cash balance, operating cash flows, and
borrowings (including borrowings under its lines of credit) will be adequate to
fund the Company's future (i) operating and administrative expenses, (ii) debt
service obligations, (iii) distributions to shareholders, (iv) capital
improvements, and (v) normal repair and maintenance expenses at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon, among other factors, funds from operations, as opposed
to net income. Because funds from operations excludes the deduction of non-cash
charges, principally depreciation on real estate assets and certain non-
operating items, quarterly dividends will typically be greater than net income
and may include a tax-deferred return of capital component. On November 13,
1997, the Company's Board of Directors declared a cash dividend with respect to
the quarter ending September 30, 1997, of $0.22 per share, payable on December
5, 1997, to shareholders of record as of November 28, 1997.
The Financial Accounting Standards Board (FASB) has issued four new
accounting statements which are effective for periods ending after December 15,
1997. FASB Statement No. 128, Earnings Per Share, specifies the computation,
presentation, and disclosure requirements for earnings per share (EPS), and was
issued to simplify the computation of EPS. FASB Statement No. 129, Disclosure
of Information About Capital Structure, prescribes certain information to be
disclosed concerning the Company's capital structure and various securities
outstanding. FASB Statement No. 130, Reporting Comprehensive Income, establishes
standards for reporting and display of comprehensive income and its components
in a full set of general purpose financial statements. FASB Statement No. 131,
Disclosures About Segments of an Enterprise and Related Information, establishes
standards for the way that public business enterprises report information about
operating segments in financial statements. The Company has reviewed the
statements and does not believe that these pronouncements will have a material
impact on its fiscal 1997 consolidated financial statements.
FUNDS FROM OPERATIONS
Real estate industry analysts utilize the concept of funds from operations
as an important analytical measure of a REIT's financial performance. The
Company considers funds from operations in evaluating its operating results, and
its dividend policy is also based, in part, on the concept of funds from
operations.
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Funds from operations is defined by the Company as net income, excluding
gains (or losses) from sales of property and other non-operating extraordinary
items, plus depreciation on real estate assets, and after adjustments for
unconsolidated partnerships to reflect funds from operations on the same basis.
Funds from operations do not represent cash flows from operations as defined by
generally accepted accounting principles, nor is it indicative that
cash flows are adequate to fund all cash needs. Funds from operations should
not be considered as an alternative to net income as defined by generally
accepted accounting principles or to cash flows as a measure of liquidity.
For the three-month period ended September 30, 1997, funds from operations
totalled $2.90 million, compared to $2.68 million for the same period in 1996,
an increase of $220,000. For the nine-month period ended September 30, 1997,
funds from operations totalled $8.56 million, compared to $7.98 million,
representing an increase of $580,000 over the same period a year ago. The
increase in funds from operations results from internal growth and improved
operating performance by the Company's retail and apartment properties.
FUTURE RESULTS
This Form 10-Q and other documents prepared, and statements made by the
Company, may contain certain forward-looking statements that are subject to risk
and uncertainty. Investors and potential investors in the Company's securities
are cautioned that a number of factors could adversely affect the Company and
cause actual results to differ materially from those in the forward-looking
statements, including (a) the inability to lease currently vacant space in the
Company's properties; (b) decisions by tenants and anchor tenants who own their
space to close stores at the Company's properties; (c) the inability of tenants
to pay rent and other expenses; (d) tenant bankruptcies; (e) decreases
in rental rates available from tenants; (f) increases in operating costs at the
Company's properties; (g) lack of availability of financing for acquisition,
development and rehabilitation of properties by the Company; (h) increases in
interest rates; and (i) a general economic downturn resulting in lower retail
sales and causing downward pressure on occupancies and rents at retail
properties.
EFFECTS OF INFLATION
Substantially all of the Company's retail leases contain provisions
designed to provide the Company with a hedge against inflation. Most of the
Company's retail leases contain provisions which enable the Company to receive
percentage rentals based on tenant sales in excess of a stated breakpoint and/or
provide for periodic increases in minimum rent during the lease term. Also, the
majority of the Company's retail leases are for terms of less than ten years,
which allows the Company to adjust rentals to changing market conditions. In
addition, most retail leases require tenants to contribute towards property
operating expenses, thereby reducing the Company's exposure to higher costs
caused by inflation. Apartment leases are written for short terms, generally
six to twelve months.
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or
to which any of its properties is subject, which in the opinion of
management has resulted or will result in any material adverse effect on
the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
--------------------------------
(Registrant)
By: /s/ Thomas A. Masilla, Jr.
--------------------------------
Thomas A. Masilla, Jr.
Vice Chairman and President
(Principal Operating and Chief
Financial Officer)
Date: November 13, 1997
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