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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, 2002 Commission File Number 1-9349
SIZELER PROPERTY INVESTORS, INC.
(Exact name of registrant, as specified in its charter)
Maryland 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:
Name of each exchange
Title of each class on which registered
------------------- ----------------------
Common Stock, $.0001 par value New York Stock Exchange
Preferred Stock, $.0001 par value New York Stock Exchange
9% Convertible Subordinated
Debentures, due 2009 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]).
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2). Yes___ No [X]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $107,138,875 at March 7, 2003.
The number of shares of common stock outstanding at March 7, 2003, was
13,083,759.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's definitive proxy statement for the annual meeting
of its shareholders to be held in May 2003 are incorporated by reference in Part
III of this report.
1
PART I
Item 1. Business
The Company
Sizeler Property Investors, Inc. (the "Company") is self-administered, in that
it provides its own investment and administrative services internally, and
self-managed, in that it provides property management services internally, real
estate investment trust (REIT), which focuses on income producing retail
shopping centers and apartment communities in the southeastern United States. At
December 31, 2002, the Company's investment portfolio included interests in
three enclosed shopping malls, three power shopping centers, nine community
shopping centers, and sixteen apartment communities, two of which are under
construction. The properties are located in Louisiana (16), Florida (11), and
Alabama (4). Leaseable area of the retail properties totalled approximately 2.6
million s.f. and the apartment communities contained 3,398 units with another
350 under construction. At December 31, 2002, the Company's retail and apartment
properties were approximately 94% and 92% leased, respectively. The Company
defines "leased" as an executed conveyance whereby the tenant possesses the
premises, including those in which the tenant may not have commenced occupancy
or rental payments.
The Company was organized as a Delaware corporation with perpetual existence on
October 28, 1986. In May 2001, shareholders approved the reincorporation of the
Company as a Maryland corporation by merger of the Company into a newly formed
wholly-owned subsidiary of the Company incorporated in Maryland. The
reincorporation became effective June 25, 2001.
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 taxable income that it distributes to its
shareholders. For special tax provisions applicable to REITs, refer to Sections
856-860 of the Code. At December 31, 2002, the Company employed 195 employees.
Investment Objective and Strategic Plan
The Company's primary objective is to increase shareholder value through an
effective value-added asset management program which emphasizes increasing funds
from operations, the appreciation of property values and the selective
development of new properties.
The Company owns approximately 69 acres of land in proximity or adjacent to
existing properties which are available for development. Construction is
continuing on the Company's two new apartment communities; the second phase of
its Governors Gate apartment community in Pensacola, Florida and Greenbrier
Estates, which is located in proximity to the North Shore Square Mall in
Slidell, Louisiana. The two developments, totaling approximately 350 units, will
be completed at an estimated cost of approximately $25 million. Both
developments will be substantially completed in 2003. The Company may also make
selective property acquisitions and participate with other entities in property
ownership through joint ventures or other types of co-ownership.
The Company's strategy for growth is to (1) control and develop sites in
proximity or adjacent to existing properties in targeted geographic markets; (2)
improve the operating performance of its properties through effective and
efficient leasing and management programs; (3) implement programs of
redevelopment or expansion of certain properties; and (4) acquire shopping
center and apartment properties in the strongest submarkets within targeted
geographic markets.
Sizeler Property Investors, Inc. has a general goal of balancing its portfolio
between retail shopping centers and apartment communities. The Company believes
its investment in both retail shopping centers and apartment communities, which
provide basic necessary services for everyday living, generates a stable revenue
stream that reduces exposure to economic downturns. At December 2002,
approximately 60% of the portfolio consisted of investments in retail properties
(which accounted for approximately 55% of total revenues) and 40% consisted of
investments in apartment communities (which accounted for approximately 45% of
total revenues).
2
The Company believes its regional concentration and substantial knowledge of the
markets in which it operates affords a competitive advantage in the
identification of real estate trends and investment opportunities within these
markets. This advantage should enhance the Company's overall strategy to
increase cash flow and portfolio value through:
.. Maximizing rental income by achieving an optimum level of rental rates and
occupancy levels;
.. Operating properties in a cost-effective manner;
.. Renovating properties in order to maintain and improve its competitive
position and performance in the marketplace; and,
.. Assessing the most cost-effective sources of capital to finance properties.
Numerous factors are considered 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 presence of or proximity to potential environmental issues;
.. Current and historical occupancy levels;
.. Current and historical sales levels of retail tenants;
.. Credit-worthiness;
.. The potential to increase cash flow through effective property management;
.. Geographic area and demographic profile;
.. Property size and composition of tenants;
.. Availability of financing, including the possibility of assuming existing
financing or the potential for refinancing;
.. Condition, quality of design, construction and other physical attributes;
.. Level of real property taxes and property insurance and the ability to pass
through these costs to tenants;
.. Current and expected economic environment of local and regional real estate
markets;
.. Anticipated future treatment under applicable federal, state and local tax
laws and regulations;
.. Entry barriers exist for comparable products; and,
.. Potential for appreciation in value.
The Company holds its properties as long-term investments and has no maximum
holding period, but may determine to sell certain properties that no longer meet
its investment criteria. The Company may provide financing in connection with
such sales of property if market conditions so require, but it does not
presently intend to make loans other than in connection with such transactions.
The Company has no present intention of underwriting securities of other
issuers. The strategies and policies set forth above were determined and are
subject to review by the Company's Board of Directors, which may change such
strategies or policies based upon its evaluation of the state of the real estate
market, the performance of the Company's assets, capital market conditions, and
other relevant factors. The Company provides annual reports to its stockholders,
which contain financial statements audited by the Company's independent public
accountants.
Competition
Competition in the market areas in which the Company operates is significant and
affects acquisitions and/or development of properties, occupancy levels, rental
rates, and operating expenses of certain properties. The Company also competes
with a wide variety of institutions and other investors for capital funds
necessary to support its investment activities and asset growth.
The Company believes that the significant operating and financial experience of
management, combined with the Company's regional concentration, as well as the
location, quality, condition, and overall appearance of its properties, should
enable the Company to continue to compete effectively with other entities.
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 to the Company relating to the Company's investment
properties
3
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.
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:
Name Age Position(s) with the Company
---- --- ----------------------------
Sidney W. Lassen ........................... 68 Chairman of the Board and Chief Executive Officer
Thomas A. Masilla, Jr. ..................... 56 Vice Chairman of the Board, President, and Principal
Operating Officer
Charles E. Miller, Jr. ..................... 49 Chief Financial Officer
James W. Brodie ............................ 34 Secretary and Vice President of Acquisition, Development and
Apartments
Sidney W. Lassen has served as Chairman of the Board and Chief Executive Officer
since the Company's inception in 1986, and has been involved in the acquisition,
development, management, and disposition of shopping center and apartment
properties for over 40 years. Mr. Lassen previously served as a trustee of the
International Council of Shopping Centers, the national association for the
shopping center industry, and as Chairman, President, and Chief Executive
Officer of Hibernia National Bank and Hibernia Corporation. He is also Chairman
of the Board and Chief Executive Officer of Sizeler Realty Co., Inc. and serves
as a Director of Hibernia Corporation and Hibernia National Bank. Mr. Lassen
also serves on the Board of Administrators of Tulane University and is Chairman
of both the Finance and Bond Committee and the Real Estate Committee of the
Board of Administrators of Tulane University.
Mr. Masilla formerly practiced as a certified public accountant and was elected
to the position of Vice Chairman of the Company in 1994, Principal Operating
Officer and President in 1995, and has been a member of the Company's Board of
Directors since 1986. Mr. Masilla has been a corporate executive and manager for
more than 30 years, with extensive experience in both the real estate and
commercial bank industries.
Mr. Brodie has served as Vice-President since 1991 and secretary since 1999. He
has been involved in the acquisition, development, management, and disposition
of shopping center and apartment properties since he joined the Company in May
1989.
Mr. Miller joined the management team as Chief Financial Officer in December
2002. Mr. Miller practiced as a certified public accountant with the national
accounting firm of Coopers and Lybrand as a senior audit manager before moving
into private industry. He is a senior real estate financial executive with over
20 years of public and private accounting, auditing and financial management
experience.
Property Management
On October 5, 2001, the Company became self-managed as a result of the
acquisition of Sizeler Real Estate Management Co., Inc. (the "Management
Company") from Sizeler Realty Co., Inc. The Management Company had been property
manager since the inception of the Company in 1986. As a result of the
transaction, the Management Company operates as a wholly-owned subsidiary of the
Company.
4
Economic Conditions
The Company is affected by national and local economic conditions and changes in
the real estate and capital markets. The financial performance of the retail
properties are partially dependent upon the strength of retail sales, which are
directly affected by trends in employment and personal income. Apartment
properties are affected by market conditions, economic trends, and employment
conditions in the communities in which they are located.
Sixteen of the Company's properties, comprising approximately 46% of its
investment portfolio, are located in Louisiana. The Louisiana economy, since the
late 1980's, has experienced positive growth as reflected in higher levels of
employment and an increase in general economic activity. The national and global
economies also have an impact on Louisiana, particularly as they affect the
tourism, convention, energy, and port industries, which are important segments
of the Louisiana economy.
Eleven of the Company's existing properties, comprising approximately 41% of its
investment portfolio, are located in Florida. The Florida economy was
historically dominated by farming; however, in recent years it was greatly
expanded into other economic sectors. While the state still leads the southeast
in farm income, tourism is the leading economic sector. Construction, software
production, manufacturing, and health technology also contribute heavily to the
Florida economy.
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 in the Gulf South region. As of the date
of this filing, the Company has properties in Louisiana (46%), Florida (41%),
and Alabama (13%).
Item 2. Properties
As of December 31, 2002, the Company's real estate portfolio included interest
in fifteen shopping centers and sixteen apartment communities, two of which, are
currently under construction. The Company holds, directly or indirectly through
both wholly-owned subsidiaries and majority-owned entities, a fee interest in
twenty-nine 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 the Company. The minority interests in these entities
are held by third party corporations who have contributed capital for their
respective interests. The other fifteen 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". Fifteen of
the Company's properties were subject to mortgage loans at December 31, 2002.
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.
5
The following table sets forth certain information concerning the Company's real
estate investments as of December 31, 2002:
Percent
Gross Leasable Area Leased (c)
Year (s) Year (s) in Square Feet or December 31
-----------
Description Completed Renovated Rentable Units 2002 2001
- ----------- --------- --------- -------------- ---- ----
Regional Enclosed Malls (3)
- ---------------------------
Hammond Square 1978 1992, 1995 361,000 83% 87%
(Hammond, Louisiana) 431,000(a)
North Shore Square 1986 1995, 2001, 2002 353,000 96% 98%
(Slidell, Louisiana) 621,000(a)
Southland Mall 1970, 1981 1994 434,000 93% 93%
(Houma, Louisiana) 588,000(a)
Power Shopping Centers (3)
- --------------------------
Lantana Plaza 1992 1999 274,000 99% 98%
(Palm Beach County, Florida)
Town & Country 1989 2000, 2001, 2002 193,000 96% 82%
(Palatka, Florida)
Westward 1961, 1990 1995, 2000 222,000 98% 78%
(W. Palm Beach, Florida)
Community Shopping Centers (9)
- ------------------------------
Airline Park 1973 1986, 2001 54,000 92% 92%
(Metairie, Louisiana)
Azalea Gardens 1950 1986, 2002 45,000 100% 100%
(Jefferson, Louisiana)
Colonial 1967 1987, 1999 45,000 77% 100%
(Harahan, Louisiana)
Gonzales Plaza 1989 2001, 2002 73,000 92% 29%
(Gonzales, Louisiana) 290,000(a)
Rainbow Square 1986 2001 75,000 100% 99%
(Dunnellon, Florida) 117,000(a)
Southwood (b) 1986 2001 40,000 92% 100%
(Gretna, Louisiana)
Weeki Wachee Village 1987 2000, 2002 82,000 93% 92%
(Weeki Wachee, Florida)
Westgate 1964 1987, 2001 208,000 98% 98%
(Alexandria, Louisiana)
Westland 1966 1990, 1999 110,000 100% 99%
------------ ---- ----
(Kenner, Louisiana)
2,569,000 94% 91%
============ ==== ====
Apartment Communities (14)
- --------------------------
Bel Air 1968, 1974 -- 202 units 81% 94%
(Mobile, Alabama)
Bryn Mawr 1991 1999 240 units 98% 99%
(Naples, Florida)
Colonial Manor 1967 1994 48 units 100% 100%
(Harahan, Louisiana)
Garden Lane 1966, 1971 1999 262 units 95% 99%
(Gretna, Louisiana)
Georgian 1951 1993 135 units 100% 93%
(New Orleans, Louisiana)
Governors Gate 1999 -- 240 units 97% 98%
(Pensacola, Florida)
Hampton Park 1977 1995 300 units 87% 94%
(Mobile, Alabama)
Jamestown Estates 1972 -- 177 units 93% 98%
(Pensacola, Florida)
Lafayette Square 1969-1972 1995, 1999 675 units 82% 90%
(Mobile, Alabama)
Lakeview Club 1992 -- 443 units 96% 96%
(Ft. Lauderdale, Florida)
Magnolia Place 1984 -- 148 units 98% 96%
(New Iberia, Louisiana)
Pine Bend 1979 -- 152 units 93% 96%
(Mobile, Alabama)
Steeplechase 1982 -- 192 units 99% 95%
(Lafayette, Louisiana)
Woodcliff 1977 1999 184 units 96% 97%
------------ ---- ----
(Pensacola, Florida)
3,398 units 92% 95%
============ ==== ====
6
(a) The larger number is the total area of the indicated center, including
owner-occupied stores in which the Company has no ownership interest.
Hammond Square and Southland Mall have stores owned by Dillard Department
Stores, Inc., comprising 70,000 s.f. and 154,000 s.f. of space,
respectively; North Shore Square Mall has stores owned by Dillard
Department Stores, Inc. comprising 116,000 s.f. and 77,000 s.f. of space,
and Mervyn's comprising 75,000 s.f. of space; Gonzales Plaza and Rainbow
Square Shopping Centers have stores owned by Wal-Mart Stores, Inc.,
comprising 217,000 s.f. and 42,000 s.f., of space respectively.
(b) The Company has a 50% partnership interest in Southwood Shopping Center.
(c) The Company defines "leased" as an executed conveyance whereby the tenant
possesses the premises, including those in which the tenant may not have
commenced occupancy or rental payments. 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. The Company is presently, and from time to time, subject to claims
and lawsuits arising in the ordinary course of business, which are routine in
nature or 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 2002.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
The Company's shares of common stock ("shares") are listed for trading on the
New York Stock Exchange under the symbol "SIZ".
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.
Dividends
High Low Paid
---- --- ---------
2002
- ----
1st Quarter .................... $ 9.90 $9.02 $0.23
2nd Quarter .................... 10.99 9.52 0.23
3rd Quarter .................... 11.35 9.00 0.23
4th Quarter .................... 10.18 8.82 0.23
2001
- ----
1st Quarter .................... $ 8.82 $6.94 $0.23
2nd Quarter .................... 9.76 8.31 0.23
3rd Quarter .................... 10.33 8.60 0.23
4th Quarter .................... 10.00 8.50 0.23
As of March 7, 2003, there were 839 individually listed owners of record of the
Company's shares. Approximately 95% of the Company's outstanding shares are held
in nominee name 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
7
cumulative total of approximately $112 million paid to shareholders over this
time period.
Under the REIT rules of the Internal Revenue Code, the Company must pay at least
90% 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 funds from operations,
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. Dividends are
declared and paid quarterly for both preferred and common shares.
The federal income tax status of common stock dividends per share paid for each
of the five years ended December 31 was as follows:
2002 2001 2000 1999 1998
------ ------ ------ ------ ------
Ordinary Income $ 0.31 $ 0.54 $ 0.54 $ 0.54 $ 0.62
Return of Capital 0.61 0.30 0.37 0.34 0.27(a)
Capital Gain -- 0.08 -- -- --
------ ------ ------ ------ ------
Total $ 0.92 $ 0.92 $ 0.91 $ 0.88 $ 0.89
====== ====== ====== ====== ======
(a) Includes a $0.01 per share distribution for the redemption of stock
purchase rights in connection with the Company's adoption of a
replacement shareholder rights plan.
The Company paid $410,000 in preferred dividends on its Series B Cumulative
Redeemable Preferred Stock in 2002, all of which was classified as ordinary
income for federal income tax purposes.
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 has reserved shares for issuance under the plan and may also direct
the agent to acquire additional shares through open market purchases for
issuance pursuant to the plan.
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:
8
Year ended December 31
----------------------------------------------------------
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
OPERATING DATA /(1)/
Operating Revenue
Rents and other income $ 52,682 $ 52,458 $ 51,324 $ 49,848 $ 47,680
Equity in income of partnership 105 98 117 121 111
---------- ---------- ---------- ---------- ----------
52,787 52,556 51,441 49,969 47,791
Operating Expenses /(2)/ (36,413) (35,619) (33,263) (32,604) (30,481)
---------- ---------- ---------- ---------- ----------
INCOME FROM OPERATIONS 16,374 16,937 18,178 17,365 17,310
---------- ---------- ---------- ---------- ----------
Interest Expense (13,377) (15,240) (15,850) (15,018) (14,554)
---------- ---------- ---------- ---------- ----------
NET INCOME BEFORE GAIN ON SALE OF REAL ESTATE 2,997 1,697 2,328 2,347 2,756
Gain on sale of real estate -- 506 -- -- --
---------- ---------- ---------- ---------- ----------
NET INCOME BEFORE EXTRAORDINARY ITEM 2,997 2,203 2,328 2,347 2,756
Extraordinary item - early extinguishment of debt (155) -- -- -- --
---------- ---------- ---------- ---------- ----------
NET INCOME $ 2,842 $ 2,203 $ 2,328 $ 2,347 $ 2,756
========== ========== ========== ========== ==========
Funds From Operations - Basic /(3)/ $ 13,328 $ 13,694 $ 12,907 $ 12,603 $ 12,284
Funds From Operations - Diluted /(4)/ $ 18,867 $ 18,888 $ 18,101 $ 17,868 $ 17,562
Net Cash Provided by (Used in):
Operating Activities $ 12,661 $ 9,137 $ 11,150 $ 10,345 $ 10,856
Investing Activities $ (14,536) $ (2,047) $ (10,496) $ (9,925) $ (16,966)
Financing Activities $ 4,295 $ (7,758) $ (95) $ (233) $ 6,132
Dividends Paid $ 12,252 $ 7,601 $ 7,234 $ 6,938 $ 7,330
Per Share Data:
Net income - Basic and Diluted $ 0.18 $ 0.27 $ 0.29 $ 0.30 $ 0.33
Dividends paid $ 0.92 $ 0.92 $ 0.91 $ 0.88 $ 0.88
Weighted Average Shares Outstanding 12,855 8,313 7,950 7,888 8,331
2002 2001 2000 1999 1998
---------- ---------- ---------- ---------- ----------
BALANCE SHEET DATA
Gross Investment in Real Estate $ 365,947 $ 350,284 $ 349,675 $ 339,306 $ 329,390
Total Assets 287,746 279,770 285,421 284,947 284,939
Mortgage Notes Payable 108,883 111,223 113,163 84,712 89,869
Notes Payable 9,250 2,390 35,716 59,988 49,178
Convertible Subordinated Debentures 56,599 61,878 61,878 61,878 62,878
Total Liabilities 185,190 185,087 218,294 213,990 208,718
Shareholders' Equity 102,556 94,683 67,127 70,957 76,221
- ----------------
(1) See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for information regarding factors such as property
development and other transactions which have affected operating
performance during the periods indicated.
(2) In 2001, the Company recorded a non-recurring charge of $1.2 million
related to the acquisition of the Management Company.
(3) Funds from operations (FFO) is defined by the Company as net income,
excluding gains or losses from sales of property and those items defined as
extraordinary under accounting principles generally accepted in the United
States of America (GAAP), certain non-recurring charges, plus depreciation
on real estate assets and after adjustments for unconsolidated partnerships
to reflect funds from operations on the same basis.
(4) Diluted funds from operations reflects the adjustments that would occur if
securities or other contracts to issue common stock were exercised or
converted into common stock. The calculation assumes the conversion of the
Company's convertible subordinated debentures and the related reduction in
interest expense and deferred bond issuance amortization costs.
9
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 operating results.
The Company's real estate investment portfolio is composed of fifteen retail
properties and sixteen apartment communities, two of which are currently under
construction. As of December 31, 2002, the Company's gross investment in real
estate totaled $366 million and consisted of approximately 60%, or $219 million,
in retail properties and approximately 40%, or $147 million, in apartment
communities. Total revenue for 2002, was $52.8 million, and consisted of
approximately 55%, or $28.8 million, generated by the retail properties, and
approximately 45%, or $24.0 million, generated by the apartment communities.
On May 1, 2002, the Company completed an exchange offer for its outstanding 8.0%
convertible subordinated debentures due July 15, 2003 (Old Debentures). As a
result of the exchange offer, the Company accepted tenders from holders of a
total of $28,067,000 in aggregate principal amount of the Old Debentures, to
exchange into $27,299,000 of the Company's 9.0% convertible subordinated
debentures due July 15, 2009, and 30,720 shares of the Company's 9.75% Series B
cumulative redeemable preferred stock (at $25 per share). On May 10, 2002, the
Company closed the sale of $29,300,000 in principal amount of its 9.0%
convertible subordinated debentures due July 15, 2009, and 305,320 shares of its
9.75% Series B cumulative redeemable preferred stock (at $25 per share). After
completion of the exchange and cash offerings, the entire $61,878,000 principal
amount of the Old Debentures had been retired. The Company now has outstanding
$56,599,000 principal amount of its 9.0% convertible subordinated debentures due
July 15, 2009 and 336,040 shares of its 9.75% Series B cumulative redeemable
preferred stock (with a liquidation price of $25 per share plus accumulated
dividends).
Results of Operations
Comparison of the years ended December 31, 2002 and 2001
Operating revenues totaled $52.8 million for the year ended December 31, 2002,
compared to $52.1 million, on a same-store basis, earned a year ago. Operating
revenues for the years ended December 31, 2002 and 2001 are not comparable due
to the sale of a property during July of 2001. Operating revenues for 2001 were
$52.6 million. Operating revenue for retail shopping centers and apartment
communities was $28.8 million and $24.0 million, respectively. The increase in
revenue was due to higher occupancy levels in the retail portfolio. Same-store
operating costs were $19.5 million in 2002, compared to $17.9 million in 2001,
after excluding the effects of certain expenses related to a fourth quarter 2001
property management company acquisition. This increase in operating costs was
due in particular, to higher property insurance costs and real estate taxes. Net
Operating Income (NOI) increased 1% to $33.2 million in 2002, compared to $32.8
million in 2001.
NOI is another measurement of financial performance utilized by the Company, and
is based on the operating revenues and operating expenses directly associated
with the operations of the real estate properties (excluding administrative
expenses, depreciation and amortization, and interest expense). This is the
measure used by the Company's operating segments under SFAS 131, Disclosure
About Segments of an Enterprise and Related Information.
Interest expense decreased $1.9 million from the prior year. Interest expense
was reduced after the Company's issuance of marketable equity securities in the
fourth quarter of 2001, the proceeds of which were used to reduce the Company's
floating rate bank debt. The average bank borrowings in 2002 were approximately
$2.5 million, with an average interest rate of 4.1%, as compared to $31.8
million, with an average rate of 6.2% in 2001.
Comparison of the years ended December 31, 2001 and 2000
Operating revenues totaled $52.6 million for the twelve months ended December
31, 2001, compared to $51.4 million earned a year ago, an increase of
approximately $1.2 million. Operating revenue for retail shopping centers and
apartment communities was $28.6 million and $24.0 million, respectively. The
increase in revenue was due to relatively high occupancy levels coupled with
increased apartment rental rates. In the fourth quarter of 2001, the Company
10
recorded a non-recurring charge to operations of $1.2 million, related to the
acquisition of the management company. Operating expenses, excluding the effects
of this acquisition were $17.7 million in 2001, compared to $16.8 million in
2000. This increase in operating costs was due in particular, to higher real
estate taxes and insurance costs. NOI increased 3% to $32.8 million in 2001,
compared to $32.0 million in 2000.
In August 2001, the Company sold its Camelot Plaza Shopping Center, located in
San Antonio, Texas. The 91,000 s.f. property was originally acquired in 1992 and
renovated most recently in 1999 with the addition of a freestanding Walgreen's
store. The property was the Company's only holding in the state of Texas and its
sale represented the disposition of a mature property in a market not part of
the Company's current geographic focus. The sale resulted in a net gain of
approximately $506,000, which was treated for income tax purposes as a
reclassification of a portion of the dividend from ordinary income to capital
gain. The net cash proceeds from the sale were used to reduce floating rate bank
debt and for general corporate purposes.
Interest expense reflected a decrease of $610,000 from the prior year due to a
combination of lower interest rates and the reduced level of the Company's
floating rate bank debt as a result of the usage of proceeds from the sale of
Camelot Shopping Center and the public common equity offering. The Company's
floating rate bank debt totaled $2.4 million at December 31, 2001 compared to
$35.7 million in 2000. The average bank borrowings in 2001 were approximately
$31.8 million, with an average interest rate of 6.2%, as compared to $47.3
million, with an average rate of 7.9% in 2000.
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, 2002, the Company had $3.6 million in cash and cash equivalents.
The Company also maintained bank lines of credit totaling $65 million of which
approximately $55.8 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 increased $3.5 million in 2002
from 2001, as compared to a decrease of $2.0 million in 2001 from 2000. The
increase between 2002 and 2001 is primarily attributable to increased net
income, accelerated collection of receivables and the timing of the payment of
certain expenses.
Net cash flows used in investing activities increased $12.5 million in 2002 from
2001, primarily attributable to increased development activities, most notable,
the construction of the Governors Gate II and Greenbrier Estates apartment
complexes.
Net cash flows provided by financing activities increased $12.0 million in 2002
from 2001, primarily due to the following activities: (i) an increase of $11.3
million in borrowing proceeds from notes payable to banks in 2002, (ii) an
increase in cash proceeds of approximately $5.5 million from the issuance of
common stock pursuant to the direct stock purchase and dividend reinvestment
plan; and (iii) cash proceeds of $36.3 million from debenture and preferred
stock offerings, offset by (iv) the cash redemption of $33.8 million of
debentures and (v) an increase in cash dividends to shareholders of
approximately $4.7 million.
As of December 31, 2002, the Company had mortgage debt of $109 million. All of
these mortgages are non-recourse and bear a fixed rate of interest for a fixed
term. The Company has a 50% interest in a partnership which owns the Southwood
Shopping Center located in Gretna, Louisiana. This property is subject to a
mortgage for which the other 50% owner is liable. Fourteen of the operating
properties in the portfolio are currently unencumbered by mortgage debt. The
Company anticipates that its current cash balance, operating and investing 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 costs at its properties.
Holders of the Company's Series B cumulative redeemable preferred stock are
entitled to receive, when, as and if declared by the Board of Directors, out of
funds legally available for the payment of dividends, preferential cumulative
cash dividends at the rate of 9.75% per annum of the liquidation preference per
share (equivalent to a fixed annual amount of $2.4375 per share). Dividends on
the Series B preferred stock will be payable quarterly in arrears on the
fifteenth day of February, May, August and November of each year, or, if not a
business day, the next succeeding
11
business day.
The Company's current common stock 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, 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 7,
2003, declared a cash dividend with respect to the period October 1, 2002
through December 31, 2002 of $0.23 per share, to shareholders of record as of
February 28, 2003.
On January 15, 2003, the Company announced that it elected not to renegotiate
the economic terms of its lease with Kmart in Lantana, Florida, preferring to
re-tenant or redevelop the 104,000 s.f. space. The election by the Company was
based on management's experience over the years dealing with retail tenants in
financial reorganization.
Funds From Operations
Real estate industry analysts and the Company utilize the concept of funds from
operations (FFO) as an important analytical measure of a REIT's financial
performance. The Company considers FFO in evaluating its operating results, and
its dividend policy is also based, in part, on the concept of FFO.
FFO is defined by the Company as net income, excluding gains or losses from
sales of property and those items defined as extraordinary under accounting
principles generally accepted in the United States of America (GAAP), certain
non-recurring charges, plus depreciation on real estate assets and after
adjustments for unconsolidated partnerships to reflect FFO on the same basis.
FFO does 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. FFO should not be considered as an alternative to
net income as defined by GAAP or to cash flows as a measure of liquidity. A
reconciliation of net income to basic and diluted FFO is presented below:
Year Ended December 31
-------------------------
2002 2001
------ -------
Dollars Shares Dollars Shares
---------------- --------------- -------------- --------------
Net income $ 2,997 12,855,000 $ 2,203 8,313,000
Additions:
Depreciation 11,369 11,409
Partnership depreciation 37 34
Non-recurring charge --- 1,226
Deductions:
Minority depreciation 57 51
Preferred dividends 410
Gain on sale of real estate --- 506
Amortization costs 608 621
---------------- --------------- -------------- --------------
Funds from operations - Available $ 13,328 12,855,000 $ 13,694 8,313,000
to common stock
Interest on convertible debentures 5,287 4,950
Amortization of debenture
issuance costs 252 244
---------------- --------------- -------------- --------------
Funds from operations - Diluted $ 18,867 18,133,000 $ 18,888 13,150,000
================ =============== ============== ==============
For the year ended December 31, 2002, FFO available to common stock decreased
approximately $366,000 to $13.3 million, compared to $13.7 million in 2001. The
decrease was primarily attributable to increased real estate taxes and property
insurance costs, as well as the payout of preferred dividends, partially offset
by decreased interest expense.
For the year ended December 31, 2001 FFO available to common increased
approximately $787,000 to $13.7 million, compared to $12.9 million in 2000. This
increase was primarily attributable to growth in operating revenues as a result
of relatively high occupancy levels coupled with increased apartment rental
rates, as well as reduced interest expense. The growth of operating revenues was
partially offset by increases in real estate taxes and property insurance costs.
12
Critical Accounting Policies
In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure About Critical Accounting Policies," we identified the most critical
accounting principles upon which our financial status depends. We determined the
critical principles by considering accounting policies that involve the most
complex or subjective decisions or assessments. We state these accounting
policies in the notes to the consolidated financial statements and at relevant
sections in this discussion and analysis. This discussion and analysis should be
read in conjunction with our consolidated financial statements and related notes
included elsewhere in this report.
Revenue recognition. Certain of our operating leases for retail space contain
contingent rent provisions under which tenants are required to pay a percentage
of their sales in excess of a specified amount as additional rent. We defer
recognition of percentage rent until those specified targets are met.
Real estate investments. We apply Financial Accounting Standards Board Statement
144 (Statement 144) to measure impairment in long lived assets. Rental
properties are individually evaluated for impairment when conditions exist which
may indicate that it is probable that the sum of expected future cash flows (on
an undiscounted basis) from a rental property is less than its historical net
cost basis. These expected future cash flows consider factors such as future
operating income, trends and prospects as well as the effects of leasing demand,
competition and other factors. Upon determination that a permanent impairment
has occurred, rental properties are reduced to their fair value. For properties
to be disposed of, an impairment loss is recognized when the fair value of the
property, less the estimated cost to sell, is less than the carrying amount of
the property measured at the time there is a commitment to sell the property
and/or it is actively being marketed for sale. A property to be disposed of is
reported at the lower of its carrying amount or its estimated fair value, less
its cost to sell. Subsequent to the date that a property is held for
disposition, depreciation expense is not recorded.
Accounting Pronouncements
During the second quarter of 2002, the FASB issued Statement 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections ("Statement 145"). This statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishments of Debt, and requires that all
gains and losses from extinguishments of debt should be classified as
extraordinary items only if they meet the criteria in APB No. 30. Applying APB
No. 30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or that meet the criteria
for classification as to an extraordinary item. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in APB No. 30 for
classification as an extraordinary item must be reclassified. The Company will
adopt the provisions related to the rescission of SFAS No. 4 as of January 1,
2003, and will reclassify its 2002 early extinguishment of debt in the
appropriate period.
In June 2002, the Financial Accounting Standards Board issued Statement 146,
Accounting for Costs Associated with Exit or Disposal Activities. Statement 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and requires that the liabilities associated with these
costs be recorded at their fair value in the period in which the liability is
incurred. Statement 146 will be effective for us for disposal activities
initiated after December 31, 2002. We are in the process of evaluating the
effect (if any) that adopting Statement 146 will have on our consolidated
financial position, results of operations or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires a company to
recognize a liability for the obligations it has undertaken in issuing a
guarantee. This liability would be recorded at the inception of a guarantee and
would be measured at fair value. The measurement provisions of this statement
apply prospectively to guarantees issued or modified after December 31, 2002.
The disclosure provisions apply to financial statements for periods ending after
December 15, 2002. The Company does not currently have guarantees that require
disclosure. The Company will adopt the measurement provisions of this statement
in the first quarter of 2003 and the adoption is not expected to have a material
effect on its financial position or results of operations when adopted.
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). FIN 46 requires a company to consolidate a
variable interest entity if it is designated as the primary beneficiary of that
entity even if the company does not have a majority of voting interest. A
variable interest entity is generally defined as an entity where its equity is
unable to finance its activities or where the owners of the entity lack the risk
and rewards of
13
ownership. The provisions of FIN 46 applies immediately to variable interest
entities created after January 31, 2003 and to variable interest entities in
which an enterprise obtains an interest after that date. The adoption of FIN 46
is not currently expected to have an effect on the Company's financial position
or results of operations when adopted.
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 current or
future vacant space in the Company's properties; (b) decisions by tenants and
anchor tenants who own their space to close stores at the Company's properties;
(c) the inability of tenants to pay rent and other expenses; (d) tenant
financial difficulties; (e) general economic and world conditions, including
threats to the United States homeland from unfriendly factions; (f) decreases in
rental rates available from tenants; (g) increases in operating costs at the
Company's properties; (h) increases in corporate operating costs associated with
new regulatory requirements; (i) lack of availability of financing for
acquisition, development and rehabilitation of properties by the Company; (j)
possible dispositions of mature properties since the Company is continuously
engaged in the examination of its various lines of business; (k) increases in
interest rates; (l) a general economic downturn resulting in lower retail sales
and causing downward pressure on occupancies and rents at retail properties; as
well as (m) the adverse tax consequences if the Company were to fail to qualify
as a REIT in any taxable year. Except as required under federal securities laws
and the rules and regulations of the SEC, we do not have any intention or
obligation to update or revise any forward-looking statements in this Form 10-K,
whether as a result of new information, future events, changes in assumptions or
otherwise.
Effects of Inflation
Inflation has had a minimal impact on the operating performance of our
properties. Substantially all of the Company's retail leases contain provisions
designed to provide the Company with a hedge against inflation. Most of the
Company's retail leases contain provisions which enable the Company to receive
percentage rentals based on tenant sales in excess of a stated breakpoint and/or
provide for periodic increases in minimum rent during the lease term. The
majority of the Company's retail leases are for terms of less than ten years,
which allows the Company to adjust rentals to changing market conditions. In
addition, most retail leases require tenants to pay a contribution towards
property operating expenses, thereby reducing the Company's exposure to higher
operating costs caused by inflation. The Company's apartment leases are written
for short terms, generally six to twelve months, and are adjusted according to
changing market conditions. These factors reduce the Company's exposure to
increased cost and operating expenses resulting from inflation.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to interest rate changes primarily as a result of its
bank lines of credit and long-term debt used to maintain liquidity, fund capital
expenditures, operations and expansion of the Company's real estate investment
portfolio. The Company's interest rate risk management objective is to limit the
impact of interest rate changes on earnings and cash flows, and to optimize its
overall borrowing costs. To achieve its objective, the Company utilizes its
variable LIBOR-based, short-term (one to six month maturities) bank credit lines
to fund the development and acquisition of new investments until such
investments can be financed with long-term fixed-rate non-recourse mortgage
debt. At December 31, 2002, borrowings under the Company's bank lines of credit
totaled $9.3 million and bore an average interest rate of 4.2%. The carrying
amounts of these instruments approximate fair value because they are short-term
and therefore utilize interest rates which are adjusted to market at maturity.
Based on the balance of bank lines of credit outstanding at December 31, 2002
and the average interest rate at year-end, each basis point increase in variable
interest rates would increase the Company's interest expense in 2002 by
approximately $900. Conversely, each basis point decrease in variable interest
rates would decrease the Company's interest expense in 2002 by the same amount.
As the bank lines of credit include those obligations that exist as of December
31, 2002, it does not consider those exposures or positions which could arise
after that date. The Company's ultimate realized gain or loss with respect to
interest rate fluctuations will depend on the exposures that arise during the
period and the level of interest rates.
At December 31, 2002, the Company had mortgage debt totaling $108.9 million with
an average interest rate of 7.38%.
14
The weighted average interest rate of this debt will be 7.38% in 2003, 7.37% in
2004, 7.36% in 2005 and 2006, and 7.35% in 2007.
Item 8. Financial Statements and Supplementary Data
The Company's Consolidated Balance Sheets as of December 31, 2002 and 2001, and
its Consolidated Statements of Income, Shareholders' Equity, Cash Flows, and
Notes to Consolidated Financial Statements for the years ended December 31,
2002, 2001, and 2000, together with the Reports of Independent Auditors thereon,
are included under Item 15 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 or disagreements with accountants on accounting
and financial disclosures.
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 following table summarizes equity compensation plan information. The Company
has no equity compensation plans that have not been approved by security
holders.
Number of securities
Number of securities remaining available for
to be issued upon Weighted-average future issuance under
exercise of outstanding exercise price of equity compensation
options outstanding options plans
----------------------- ---------------------- -----------------------
Equity compensation plans
approved by security holders 906,943 $ 9.52 1,288,404
The amended 1996 Stock Option Plan has 1,100,000 securities remaining available
for issue. The 1994 Incentive Award Plan has 188,404 securities remaining
available for issue.
Additional 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
15
of the end of the Company's fiscal year.
PART IV
Item 14. Controls and Procedure
Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.
In addition, the Company reviewed its internal controls, and there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (2) Financial Statements and Financial Statement Schedules
(b) Reports on Form 8-K
(1) Form 8-K filed November 13, 2002.
Regulation FD Disclosure. Certifications by the Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 to accompany the
quarterly report on Form 10-Q for the quarterly period ended September 30,
2002.
16
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
----
Independent Auditors' Report 18
Consolidated Balance Sheets as of December 31, 2002 and 2001 19
Consolidated Statements of Income for the years ended December 31, 2002, 2001,
and 2000 20
Consolidated Statements of Shareholders' Equity for the years ended December 31, 2002,
2001, and 2000 21
Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000 22
Notes to Consolidated Financial Statements 23
Financial Statement Schedules
Schedule II. Valuation and Qualifying Accounts 35
Schedule III. Real Estate and Accumulated Depreciation 36
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.
17
INDEPENDENT AUDITORS' REPORT
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, 2002 and 2001, 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, 2002. 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 auditing standards generally accepted
in the United States of America. Those standards required 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, 2002 and 2001, and the
results of their operations and their cash flows for each of the years in the
three-year period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States of America. 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 LLP
New Orleans, Louisiana
February 5, 2003, except
for Note I, as to which the
date is March 6, 2003
18
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31
-----------------------------------------
2002 2001
------------------- ------------------
ASSETS
Real estate investments (Note B)
Land $ 53,751,000 $ 52,859,000
Buildings and improvements, net of accumulated depreciation
of $97,322,000 in 2002 and $86,627,000 in 2001 214,039,000 209,951,000
Investment in real estate partnership (Notes A and G) 835,000 847,000
------------------- ------------------
268,625,000 263,657,000
Cash and cash equivalents (Note A) 3,648,000 1,228,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $116,000 in 2002 and $165,000 in 2001 2,787,000 3,393,000
Prepaid expenses and other assets 12,686,000 11,492,000
------------------- ------------------
Total Assets $ 287,746,000 $ 279,770,000
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Notes D and M) $ 108,883,000 $ 111,223,000
Notes payable (Note D) 9,250,000 2,390,000
Accounts payable and accrued expenses 9,575,000 8,705,000
Tenant deposits and advance rents 883,000 891,000
------------------- ------------------
128,591,000 123,209,000
Convertible subordinated debentures (Notes D and M) 56,599,000 61,878,000
------------------- ------------------
Total Liabilities 185,190,000 185,087,000
SHAREHOLDERS' EQUITY (Notes E and L)
Series A preferred stock, 40,000 shares authorized, none issued --- ---
Series B cumulative redeemable preferred stock, par value $0.0001 per share,
liquidation preference $25 per share, 2,476,000 shares authorized,
336,000 issued and outstanding in 2002, none in 2001 1,000 ---
Common stock, par value $0.0001 per share, 51,484,000 shares authorized,
shares issued and outstanding -- 13,079,000 in 2002 and 12,013,000 in 2001 1,000 1,000
Excess stock, par value $0.0001 per share, 16,000,000 authorized, none issued --- ---
Additional paid-in capital 169,520,000 152,266,000
Accumulated other comprehensive gain (loss) 20,000 (8,000)
Cumulative net income 44,774,000 41,932,000
Cumulative distributions paid (Note H) (111,760,000) (99,508,000)
------------------- ------------------
Total Shareholders' Equity 102,556,000 94,683,000
------------------- ------------------
Total Liabilities and Shareholders' Equity $ 287,746,000 $ 279,770,000
=================== ==================
See notes to consolidated financial statements.
19
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended December 31,
--------------------------------------------------------------
2002 2001 2000
-------------------- -------------------- --------------------
OPERATING REVENUE (Note A and C)
Rental income $ 52,682,000 $ 52,458,000 $ 51,324,000
Equity in income of partnership 105,000 98,000 117,000
------------------- -------------------- --------------------
52,787,000 52,556,000 51,441,000
------------------- -------------------- --------------------
OPERATING EXPENSES (Note C)
Utilities 2,225,000 2,230,000 2,246,000
Real estate taxes 4,316,000 4,076,000 3,933,000
Administrative expenses (Note G) 5,505,000 4,446,000 2,648,000
Operations and maintenance 7,966,000 7,946,000 7,689,000
Other operating expenses 5,032,000 5,512,000 5,574,000
Depreciation and amortization (Note A) 11,369,000 11,409,000 11,173,000
------------------- -------------------- --------------------
36,413,000 35,619,000 33,263,000
------------------- -------------------- --------------------
INCOME FROM OPERATIONS 16,374,000 16,937,000 18,178,000
Interest expense (Note D) 13,377,000 15,240,000 15,850,000
------------------- -------------------- --------------------
NET INCOME BEFORE GAIN ON SALE OF REAL ESTATE
AND EXTRAORDINARY ITEM 2,997,000 1,697,000 2,328,000
Gain on sale of real estate --- 506,000 ---
------------------- -------------------- --------------------
NET INCOME BEFORE EXTRAORDINARY ITEM 2,997,000 2,203,000 2,328,000
Extraordinary item - early extinguishment of debt (155,000) --- ---
------------------- -------------------- --------------------
NET INCOME $ 2,842,000 $ 2,203,000 $ 2,328,000
=================== ==================== ====================
NET INCOME ALLOCATION
Allocable to preferred shareholders 547,000 --- ---
Allocable to common shareholders 2,295,000 2,203,000 2,328,000
------------------- -------------------- --------------------
NET INCOME $ 2,842,000 $ 2,203,000 $ 2,328,000
=================== ==================== ====================
Net income per common share - basic and diluted
Income before extraordinary item $ 0.19 $ 0.27 $ 0.29
Extraordinary item (0.01) --- ---
------------------- ------------------- --------------------
Net income $ 0.18 $ 0.27 $ 0.29
=================== ==================== ====================
WEIGHTED AVERAGE
COMMON SHARES OUTSTANDING 12,855,000 8,313,000 7,950,000
=================== ==================== ====================
See notes to consolidated financial statements.
20
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock Preferred Stock Additional Cumulative
Shares Amount Shares Amount Paid-in Capital Net Income
------------------------ ------------------------------------------ -------------
Balance at January 1, 2000 7,908,787 $ 1,000 0 $ 0 $ 118,240,000 $ 37,401,000
Net income for 2000 2,328,000
Cash dividends declared and
paid ($.91 per share)
(Notes H and I)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 9,000 73,000
Shares issued pursuant to
Incentive Award Plan (Note A) 7,362 59,000
Shares issued pursuant to
Direct Stock Purchase Plan 227,530 1,663,000
Purchase of Company's Stock
90,700 shares (90,700) (723,000)
----------- -------- ------------ -------- --------------- -------------
Balance at December 31, 2000 8,061,979 $ 1,000 0 $ 0 $ 119,312,000 $ 39,729,000
Net income for 2001 2,203,000
Cash dividends declared and
paid ($.92 per share)
(Notes H and I)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 9,000 68,000
Shares issued pursuant to
Incentive Award Plan (Note A) 8,065 59,000
Shares issued pursuant to
Direct Stock Purchase Plan 483,515 4,205,000
New shares issued 3,450,000 28,622,000
----------- -------- ------------ -------- --------------- -------------
Balance at December 31, 2001 12,012,559 $ 1,000 0 $ 0 $ 152,266,000 $ 41,932,000
Net income for 2002 2,842,000
Cash common stock dividends
declared and paid ($.92 per share)
(Notes H and I)
Cash preferred stock dividends
declared and paid ($1.21875 per share)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 14,000 130,000
Shares issued pursuant to
Incentive Award Plan (Note A) 8,505 76,000
Shares issued pursuant to
Direct Stock Purchase Plan 1,070,323 9,583,000
Proceeds from Preferred Stock
Offering (Notes D and I) 336,040 1,000 7,722,000
Change in accumulated other
comprehesive gain
Purchase of Company's Stock (28,328) (274,000)
Options exercised 2,000 17,000
----------- -------- ------------ -------- --------------- -------------
Balance at December 31, 2002 13,079,059 $ 1,000 336,040 $ 1,000 $ 169,520,000 $ 44,774,000
=========== ======== ============ ======== =============== =============
Accumlated
Other
Comprehensive Cumulative
Gain or (Loss) Distributions Total
-------------------------------- --------------
Balance at January 1, 2000 $ (8,000) $ (84,673,000) $ 70,961,000
Net income for 2000 2,328,000
Cash dividends declared and
paid ($.91 per share)
(Notes H and I) (7,234,000) (7,234,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 73,000
Shares issued pursuant to
Incentive Award Plan (Note A) 59,000
Shares issued pursuant to
Direct Stock Purchase Plan 1,663,000
Purchase of Company's Stock
90,700 shares (723,000)
----------- --------------- --------------
Balance at December 31, 2000 $ (8,000) $ (91,907,000) $ 67,127,000
Net income for 2001 2,203,000
Cash dividends declared and
paid ($.92 per share)
(Notes H and I) (7,601,000) (7,601,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 68,000
Shares issued pursuant to
Incentive Award Plan (Note A) 59,000
Shares issued pursuant to
Direct Stock Purchase Plan 4,205,000
New shares issued 28,622,000
----------- --------------- --------------
Balance at December 31, 2001 $ (8,000) $ (99,508,000) $ 94,683,000
Net income for 2002 2,842,000
Cash common stock dividends
declared and paid ($.92 per share)
(Notes H and I) (11,842,000) (11,842,000)
Cash preferred stock dividends
declared and paid ($1.21875 pershare) (410,000) (410,000)
Shares issued pursuant to
Directors' Stock Ownership
Plan (Note A) 130,000
Shares issued pursuant to
Incentive Award Plan (Note A) 76,000
Shares issued pursuant to
Direct Stock Purchase Plan 9,583,000
Proceeds from Preferred Stock
Offering (Notes D and I) 7,723,000
Change in accumulated other
comprehesive gain 28,000 28,000
Purchase of Company's Stock (274,000)
Options exercised 17,000
----------- --------------- --------------
Balance at December 31, 2002 $ 20,000 $ (111,760,000) $ 102,556,000
=========== =============== ==============
See notes to consolidated financial statements.
21
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31,
--------------------------------------------------
2002 2001 2000
--------------- ------------------ -------------
OPERATING ACTIVITIES:
Net income $ 2,842,000 $ 2,203,000 $ 2,328,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 11,369,000 11,409,000 11,173,000
Extraordinary item - early extinguishment of debt 155,000 --- ---
Gain from sale of real estate --- (506,000) ---
Decrease (increase) in accounts receivable and accrued revenue 606,000 (692,000) 214,000
(Increase) decrease in prepaid expenses and other assets (91,000) (1,289,000) 179,000
Decrease in accounts payable and accrued expenses (2,220,000) (1,988,000) (2,744,000)
------------- ------------ ------------
Net Cash Provided by Operating Activities 12,661,000 9,137,000 11,150,000
------------- ------------ ------------
INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (14,536,000) (6,312,000) (10,496,000)
Net payments for purchase of Management Company --- (1,560,000) ---
Proceeds from sale of real estate --- 5,825,000 ---
------------- ------------ ------------
Net Cash Used in Investing Activities (14,536,000) (2,047,000) (10,496,000)
------------- ------------ ------------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable --- --- 30,400,000
Principal payments on mortgage notes payable (2,340,000) (1,940,000) (1,949,000)
Net proceeds (payments) on notes payable to banks 8,811,000 (31,145,000) (21,412,000)
Increase in mortgage escrow deposits and debt issuance costs (74,000) (26,000) (972,000)
Cash dividends to shareholders (Note H) (12,252,000) (7,601,000) (7,234,000)
Cash redemption of debentures (Note D) (33,811,000) --- ---
Proceeds from debenture offering (Notes D and J) 29,300,000 --- ---
Net proceeds from preferred stock offering (Notes D and J) 6,954,000 --- ---
Debenture issuance costs (Note D) (1,826,000) --- ---
Proceeds from issuance of shares of common stock pursuant to direct
stock purchase, stock option, and stock award plans 9,807,000 4,332,000 1,795,000
Net proceeds from issuance of new common shares --- 28,622,000 ---
Repurchase of common stock (274,000) --- (723,000)
------------- ------------ ------------
Net Cash Provided by (Used In) Financing Activities 4,295,000 (7,758,000) (95,000)
------------- ------------ ------------
Net increase (decrease) in cash and cash equivalents 2,420,000 (668,000) 559,000
Cash and cash equivalents at beginning of year 1,228,000 1,896,000 1,337,000
------------- ------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 3,648,000 $ 1,228,000 $ 1,896,000
============= ============ ============
Cash interest payments, net of capitalized interest $ 13,141,000 $ 15,247,000 $ 15,709,000
============= ============ ============
See notes to consolidated financial statements.
22
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002, 2001, and 2000
NOTE A: SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. As of December 31, 2002, the Company's real estate
portfolio included interests in fifteen shopping centers and sixteen apartment
communities, two of which are currently under construction. The Company holds,
directly or indirectly through both wholly-owned subsidiaries and majority owned
entities, a fee interest in twenty-nine 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 fifteen
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".
Principles of Consolidation. The consolidated financial statements include the
accounts of the Company, as defined above. All significant intercompany
transactions and balances have been eliminated in consolidation. The Company's
investment in a real estate partnership at December 31, 2002 and 2001 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 for 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 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 August 2001, the Financial Accounting Standards Board issued Statement 144,
Accounting for the Impairment or Disposal of Long-Lived Assets (Statement 144)
which supersedes FASB Statement 121, Accounting for the Impairment of Long-Lived
Assets to Be Disposed Of (Statement 121). Statement 144 retains the fundamental
provisions in Statement 121 for recognizing and measuring impairment losses on
long-lived assets held for use and long-lived assets to be disposed of by sale,
while also resolving significant implementation issues associated with Statement
121. Statement 144 was adopted by the Company effective January 1, 2002. Its
adoption had no material impact on the Company's financial statements because
the impairment assessment under Statement 144 is largely unchanged from
Statement 121.
We apply Statement 144 to measure impairment in long lived assets. Rental
properties are individually evaluated for impairment when conditions exist which
may indicate that it is probable that the sum of expected future cash flows (on
an undiscounted basis) from a rental property is less than its historical net
cost basis. These expected future cash flows consider factors such as future
operating income, trends and prospects as well as the effects of leasing demand,
competition and other factors. Upon determination that a permanent impairment
has occurred, rental properties are reduced to their fair value. For properties
to be disposed of, an impairment loss is recognized when the fair value of the
property, less the estimated cost to sell, is less than the carrying amount of
the property measured at the time there is a commitment to sell the property
and/or it is actively being marketed for sale. A property to be disposed of is
reported at the lower of its carrying amount or its estimated fair value, less
its cost to sell. Subsequent to the date that a property is held for
disposition, depreciation expense is not recorded.
Developments in process are carried at cost, which includes land acquisition
cost, architectural fees, general contractor fees, capitalized interest,
internal costs related directly to the development and other costs related
directly to the construction of the property. Depreciation is not recorded until
the property is placed in service, which occurs shortly after receipt of a
certificate of occupancy.
Deferred Charges. Debt issuance costs incurred in connection with issuance of
the Company's 9% Convertible Subordinated Debentures (the "Debentures") and
mortgage financings and refinancings are included in prepaid expense
23
and other assets. The costs are being amortized over the term of the related
obligations. Unamortized costs related to the Debentures are offset against
shareholders' equity upon conversion by debenture holders. Unamortized costs
related to mortgage financings and refinancings are charged to expense upon
prepayment of the obligation.
Costs incurred in connection with the execution of leases are included in
prepaid expenses and other assets. The costs are amortized over the term of the
respective lease. Unamortized costs are charged to expense upon termination of
the lease prior to the expiration of the lease term.
Business Combinations and Goodwill. In July 2001, the Financial Accounting
Standards Board issued Statement 141, Business Combinations, and Statement 142,
Goodwill and Other Intangible Assets. Statement 141 requires that the purchase
method of accounting be used for all business combinations subsequent to June
30, 2001, as well as all purchase method business combinations completed after
June 30, 2001. In accordance with Statement 141, we are accounting for all
business combinations initiated or completed after June 30, 2001 using the
purchase method of accounting. Statement 142 requires that goodwill and
intangible assets with indefinite useful lives no longer be amortized, but
instead tested for impairment at least annually in accordance with the provision
of Statement 142. Statement 142 was adopted by the Company effective January 1,
2002 and requires that the Company reassess the useful lives and residual values
of all intangible assets acquired, and make any necessary amortization period
adjustments. Any impairment loss will be measured as of the date of adoption and
recognized as the cumulative effect of a change in accounting principle in the
first interim period. No such impairment losses were recognized in 2002.
During the second quarter of 2002, the FASB issued Statement 145, Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections ("Statement 145"). This statement rescinds SFAS No. 4,
Reporting Gains and Losses from Extinguishments of Debt, and requires that all
gains and losses from extinguishments of debt should be classified as
extraordinary items only if they meet the criteria in APB No. 30. Applying APB
No. 30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or that meet the criteria
for classification as to an extraordinary item. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in APB No. 30 for
classification as an extraordinary item must be reclassified. The Company will
adopt the provisions related to the rescission of SFAS No. 4 as of January 1,
2003, and will reclassify its 2002 early extinguishment of debt accordingly, in
subsequent periods.
In June 2002, the Financial Accounting Standards Board issued Statement 146,
Accounting for Costs Associated with Exit or Disposal Activities. Statement 146
addresses financial accounting and reporting for costs associated with exit or
disposal activities and requires that the liabilities associated with these
costs be recorded at their fair value in the period in which the liability is
incurred. Statement 146 will be effective for us for disposal activities
initiated after December 31, 2002. We are in the process of evaluating the
effect (if any) that adopting Statement 146 will have on our consolidated
financial position, results of operations or cash flows.
In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others (FIN 45). FIN 45 requires a company to
recognize a liability for the obligations it has undertaken in issuing a
guarantee. This liability would be recorded at the inception of a guarantee and
would be measured at fair value. The measurement provisions of this statement
apply prospectively to guarantees issued or modified after December 31, 2002.
The disclosure provisions apply to financial statements for periods ending after
December 15, 2002. The Company does not currently have guarantees that require
disclosure. The Company will adopt the measurement provisions of this statement
in the first quarter of 2003 and the adoption is not expected to have a material
effect on its financial position or results of operations when adopted.
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (FIN 46). FIN 46 requires a company to consolidate a
variable interest entity if it is designated as the primary beneficiary of that
entity even if the company does not have a majority of voting interest. A
variable interest entity is generally defined as an entity where its equity is
unable to finance its activities or where the owners of the entity lack the risk
and rewards of ownership. The provisions of FIN 46 applies immediately to
variable interest entities created after January 31, 2003 and to variable
interest entities in which an enterprise obtains an interest after that date.
The adoption of FIN 46 is not currently expected to have an effect on the
Company's financial position or results of operations when adopted.
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 ratably
over the year based upon
24
estimated operating expenses.
On May 21, 1998, the Emerging Issues Task Force (EITF) of the Financial
Accounting Standards Board reached a consensus decision on Issue No. 98-9,
Accounting for Contingent Rent in Interim Financial Periods, which provides that
recognition of contingent (percentage) rental income in interim periods must be
deferred until the specified target (breakpoint) that triggers the percentage
rental income is achieved. The SEC subsequently issued Staff Accounting Bulletin
No. 101 on December 3, 1999, which affirmed Issue No. 98-9. The Company adopted
Issue No. 98-9 in 1999 and has deferred the recognition of percentage rental
income until the date that the tenants' sales exceed the breakpoint set forth in
the lease agreements.
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 (REIT) is required to distribute to shareholders
at least 90% of its ordinary taxable income and meet certain income source and
investment restriction requirements. Taxable income differs from net income for
financial reporting purposes principally because of differences in the amount
and timing of depreciation of the properties. At December 31, 2002, the income
tax basis, net of accumulated tax depreciation, of the Company's real estate
properties was approximately $280 million.
Earnings Per Share. SFAS No. 128, Earnings Per Share, requires disclosure of
both basic and fully diluted earnings per share (EPS). Basic EPS 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 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.
For the years ended December 31, 2002, 2001 and 2000, options to purchase
906,943, 753,443 and 642,443 shares of common stock, respectively, were
outstanding but excluded in the computation of diluted EPS because the options'
exercise prices were generally greater than the average market prices of common
shares. The inclusion of in-the-money options had no effect on the calculation
of diluted EPS. The Company's outstanding debentures are also excluded from the
computation for 2002, 2001 and 2000 due to their antidilutive effect.
Accordingly, there is no effect on net income in the calculation of diluted EPS
for the years ended December 31, 2002, 2001 or 2000.
Capital Stock. On June 25, 2001, Sizeler Property Investors, Inc., a Delaware
corporation, reincorporated in the State of Maryland. Maryland General Corporate
Law recognizes repurchased stock of a corporation as authorized but unissued
stock rather than treasury stock. Accordingly, effective June 25, 2001, the par
value of treasury stock was reclassed as a reduction of capital stock issued.
The cost of treasury stock in excess of par value was charged to additional
paid-in capital. This change in law as a result of the reincorporation had no
effect on total stockholders' equity. The Company has one class of common stock
and 336,040 outstanding shares of Series B Cumulative Redeemable Preferred Stock
as of December 31, 2002.
Stock Option Plans. The Company applies the intrinsic value-based method of
accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations, in
accounting for its fixed plan stock options. As such, compensation expense would
be recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. SFAS No. 123, "Accounting for
Stock-Based Compensation," established accounting and disclosure requirements
using a fair value-based method of accounting for stock-based employee
compensation plans. As allowed by SFAS No. 123, the Company has elected to
continue to apply the intrinsic value-based method of accounting described
above, and has adopted the disclosure requirements of SFAS No. 123 (See Note F).
In December 2002, the FASB issued Statement 148, Accounting for Stock-Based
Compensation- Transition and Disclosure (Statement 148). Statement 148 provides
alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation. In addition,
Statement 148 amends the disclosure requirements of Statement 123, Accounting
for Stock-Based Compensation, to require more prominent and frequent disclosures
in financial statements about the effects of stock-based compensation. The
transition guidance and annual disclosure provisions of Statement 148 are
effective for fiscal years ending after December 15, 2002, while the interim
disclosure provisions are effective for periods beginning after December 15,
2002. The Company is currently
25
assessing the impact, if any of the transition options presented in Statement
148.
The Company applies APB Opinion No. 25 in accounting for its 1986 and 1996 Stock
Option Plans, and accordingly, no compensation cost has been recognized for its
stock options in the consolidated financial statements. Had the Company
determined compensation cost based on the fair value at the proforma grant date
for its stock options under SFAS No. 123, the Company's net income would have
been reduced to the proforma amounts indicated below:
As Reported Proforma Results
---------------------------------------- ----------------------------------------
2002 2001 2000 2002 2001 2000
------------ ------------ ------------ ------------ ------------ ------------
Net income
available to common $ 2,295,000 $ 2,203,000 $ 2,328,000 $ 2,234,000 $ 2,158,000 $ 2,250,000
Net income available to
common per share $ 0.18 $ 0.27 $ 0.29 $ 0.17 $ 0.26 $ 0.28
For grants in 2002, 2001 and 2000 the fair value of each option grant is
estimated on the date of grant using a Black-Scholes pricing model based on the
following assumptions:
2002 2001 2000
---------- ---------- ----------
Risk free interest rate 5.3% 5.4% 6.8%
Expected life 10 years 10 years 10 years
Expected volatility 24.6% 20.1% 29.1%
Expected dividend 9.6% 10.9% 11.5%
Use of Estimates. The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual amounts could materially differ from these
estimates.
Reclassifications. Certain reclassifications have been made in the 2001 and 2000
consolidated financial statements to conform with the 2002 financial statement
presentation.
NOTE B: REAL ESTATE INVESTMENTS
Certain real estate with a book value of $131,148,000 at December 31, 2002 is
pledged as collateral for notes payable described in Note D. In addition,
certain notes are secured by collateral assignments of rents and leases on such
real estate. Certain real estate is located on land subject to long-term leases
expiring at dates through 2046.
Construction is currently underway on the Company's two new apartment
communities: the second phase of its Governors Gate Apartment community located
in Pensacola, Florida and Greenbrier Estates, which is located in proximity to
the Company's North Shore Square Mall, located in Slidell, Louisiana. These two
developments will add approximately 350 new units to the existing portfolio.
NOTE C: REAL ESTATE OPERATIONS
The Company's principal business is investing in shopping centers and apartment
communities, located in the southeastern 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 many of the Company's retail leases also
provide for payment of additional rents based upon a percentage of retail sales
in excess of stated minimums. The non-cancelable portions of such lease terms
range from one to forty years. The Company's apartment leases are written for
short terms, generally six to twelve months, and are adjusted according to
changing market conditions.
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,
26
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.
The Company's shopping centers are leased to tenants under operating leases. The
future minimum rents on non-cancelable operating leases at December 31, 2002 are
as follows:
Year Amount
---- --------------
2003 $ 18,686,000
2004 17,584,000
2005 15,297,000
2006 12,196,000
2007 9,131,000
Thereafter 42,777,000
--------------
$ 115,671,000
==============
The above amounts do not include rental income that is based on tenants' sales
or reimbursed expenses.
Reportable Operating Segments. SFAS No. 131, Disclosure 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. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers.
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 because
each requires different operating strategies and management expertise. There are
no material intersegment sales or transfers. The accounting policies of the
segments are the same as those described in Note A, Significant Accounting
Policies.
The Company assesses and measures segment operating results based on a
performance measure referred to as Net Operating Income and is based on the
operating revenues and operating expenses directly associated with the
operations of the real estate properties (excluding depreciation,
administrative, and interest expense). Net Operating Income is not a measure of
operating results or cash flows from operating activities as measured by
accounting principles generally accepted in the United States of America, 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 years ended December 31, 2002, 2001, and 2000.
27
2002 2001 2000
------------- ------------- -------------
Retail:
Operating revenue $ 28,791,000 $ 28,578,000 $ 28,487,000
Operating expenses (9,382,000) (10,195,000) (10,012,000)
------------- ------------- -------------
Net operating income - retail 19,409,000 18,383,000 18,475,000
Apartments:
Operating revenue 23,996,000 23,978,000 22,954,000
Operating expenses (10,157,000) (9,569,000) (9,430,000)
------------- ------------- -------------
Net operating income - apartment 13,839,000 14,409,000 13,524,000
------------- ------------- -------------
Net operating income - total 33,248,000 32,792,000 31,999,000
Administrative expenses (Note G) (5,505,000) (4,446,000) (2,648,000)
Depreciation (11,369,000) (11,409,000) (11,173,000)
------------- ------------- -------------
Income from operations 16,374,000 16,937,000 18,178,000
Interest expense (13,377,000) (15,240,000) (15,850,000)
------------- ------------- -------------
Net income before gain on sale of
real estate and extraordinary item $ 2,997,000 $ 1,697,000 $ 2,328,000
============= ============= =============
Gross real estate investments
Retail $ 218,840,000 $ 211,071,000 $ 212,805,000
Apartments 147,107,000 139,213,000 136,870,000
------------- ------------- -------------
$ 365,947,000 $ 350,284,000 $ 349,675,000
============= ============= =============
The Company's retail segment had capital expenditures of approximately
$7,769,000 in 2002, $3,985,000 in 2001 and $7,591,000 in 2000. The apartment
segment has capital expenditures of approximately $7,894,000 in 2002, $2,343,000
in 2001 and $2,778,000 in 2000.
NOTE D: NOTES PAYABLE AND OTHER LONG-TERM LIABILITIES
The weighted average interest rate on mortgage debt at December 31, 2002 and
2001 was 7.38%. The Company's mortgage notes payable at December 31, 2002 and
2001, are as follows:
Secured by Land
Buildings, and Balance
Improvements Outstanding at
Interest with Book Value on December 31,
-----------------------------------
Principal Maturity Rate December 31, 2002 2002 2001
- ------------------ ------------ ----------------- -----------------------------------
May 1, 2008 7.17% $ 4,092,000 $ 4,025,000 $ 4,077,000
June 1, 2008 7.07% 9,394,000 9,520,000 9,645,000
May 1, 2008 7.38% 4,472,000 5,526,000 5,592,000
May 1, 2010 7.94% 12,577,000 10,530,000 10,619,000
May 1, 2008 7.21% 11,594,000 10,083,000 10,209,000
May 1, 2008 7.20% 4,587,000 4,096,000 4,148,000
May 1, 2008 7.18% 16,988,000 15,231,000 15,424,000
May 1, 2008 6.95% 23,779,000 16,500,000 16,727,000
January 1, 2011 7.42% 2,236,000 3,931,000 3,967,000
January 1, 2013 8.05% 29,458,000 18,131,000 19,267,000
August 1, 2011 7.16% 3,734,000 2,814,000 2,947,000
May 1, 2008 7.32% 3,822,000 4,307,000 4,359,000
May 1, 2008 7.19% 4,415,000 4,189,000 4,242,000
----------------- ------------ ------------
$ 131,148,000 $108,883,000 $111,223,000
================= ============ ============
28
Future principal payments on the Company's mortgage notes payable at December
31, 2002 for each of the subsequent five years are as follows:
Year Amount
---- ------
2003 $ 2,523,000
2004 2,716,000
2005 2,934,000
2006 3,167,000
2007 3,414,000
-------------
$ 14,754,000
=============
The Company has commitments for lines of credit from several commercial banks
totalling $65 million, of which approximately $56 million was available at
December 31, 2002. The weighted average interest rate was 4.1% and 6.2% for the
years ended December 31, 2002 and 2001, respectively. The terms of the
agreements for each of the bank lines of credit are renewable on an annualized
basis, and generally provide for the right of the banks to terminate such
commitments and to accelerate all outstanding advances upon the occurrence of a
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 financial ratios. The Company was in compliance with the bank debt
covenant agreements at December 31, 2002. On February 1, 2003, the Company
increased its bank lines of credit to $75 million.
On May 1, 2002, the Company completed an exchange offer for its outstanding 8.0%
convertible subordinated debentures due July 15, 2003 (Old Debentures). As a
result of the exchange offer, the Company accepted tenders from holders of a
total of $28,067,000 in aggregate principal amount of the Old Debentures, to
exchange into $27,299,000 of the Company's 9.0% convertible subordinated
debentures due July 15, 2009, and 30,720 shares of the Company's 9.75% Series B
cumulative redeemable preferred stock (at $25 per share). On May 10, 2002, the
Company closed the sale of $29,300,000 in principal amount of its 9.0%
convertible subordinated debentures due July 15, 2009 and 305,320 shares of its
9.75% Series B cumulative redeemable preferred stock (at $25 per share). After
completion of the exchange and cash offerings, the entire $61,878,000 principal
amount of the Old Debentures had been retired. The Company now has outstanding
$56,599,000 principal amount of its 9.0% convertible subordinated debentures due
July 15, 2009 and 336,040 shares of its 9.75% cumulative redeemable preferred
stock (with a liquidation price of $25 per share plus accumulated dividends). As
a result of the transaction, the Company recognized an extraordinary loss of
$155,000 related to the write-off of the Old Debentures' unamortized issuance
costs.
NOTE E: SHAREHOLDERS' EQUITY
In the second quarter of 2002, the Company issued 336,040 shares of 9.75%
cumulative redeemable preferred stock. As described in Note D, 30,720 shares
were issued in exchange for the Company's Old Debentures and the remaining
305,320 were issued for cash. The net proceeds of $7.0 million were used to
retire the Old Debentures and for general corporate purposes.
NOTE F: 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 non-employee directors at the average of the high
and low sales price for a share of the Company's common stock on the New York
Stock Exchange on the date of grant. A total of 600,000 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 non-employee directors, 100% vests six months from the grant date. No
options will be granted under the 1996 Plan after February 1, 2006. On May 10,
2002, shareholders voted to amend the Plan, increasing the total of options
available for grant to 1,800,000 and increasing the maximum of options available
to non-employee directors to 500,000. At December 31, 2002, there were a total
of 700,000 options granted, of which 526,500 options granted were exercisable
under the 1996 plan.
The Company had a 1986 Stock Option Plan (the "1986 Plan") which terminated in
October 1996. Under the 1986 Plan,
29
10-year options were granted to key employees and were annually granted to
non-employee directors at the average of the high and low sales price for a
share of the Company's common stock on the New York Stock Exchange on the date
of grant. At December 31, 2002, there were a remaining total of 206,250 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
non-employee directors, 100% vests six months from the grant date.
The following is a summary of the Company's 1996 and 1986 Plans combined for the
years ended December 31, 2002, 2001, and 2000:
2002 2001 2000
------------------------- ------------------------ ------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
---------- ----------- ---------- ----------- ---------- -----------
Outstanding at beginning of year 753,443 $ 9.52 624,443 $ 9.71 565,443 $ 10.34
Granted 158,500 9.58 130,000 8.47 130,000 8.00
Exercised (2,000) 8.56 --- --- --- ---
Expired (3,000) 11.50 (19,000) 8.75 (53,000) 12.22
---------- ----------- ---------- ----------- ---------- -----------
Outstanding at end of year 906,943 $ 9.53 753,443 $ 9.52 642,443 $ 9.71
========== =========== ========== =========== ========== ===========
Options exercisable 733,443 $ 9.59 603,443 $ 9.82 509,943 $ 10.13
========== =========== ========== =========== ========== ===========
Based on the Black-Scholes pricing model, the weighted-average fair value of
options on the date of grant, which were granted in 2002, 2001, and 2000, was
$0.62, $0.25, and $0.54, respectively.
The following table summarizes information about the Company's stock option
plans outstanding at December 31, 2002:
Options Outstanding Options Exercisable
- ----------------------------------------------------------------------------- --------------------------------------
Number Weighted-Average Weighted- Number Weighted-
Range of Outstanding at Remaining Average Exercisable at Average
Exercise Prices December 31, 2002 Contractual Life Exercise Price December 31, 2002 Exercise Price
- ----------------------------------------------------------------------------- --------------------------------------
$ 8.00 - 8.63 416,943 6.4 yrs. $ 8.33 366,943 $ 8.31
$ 8.64 - 9.59 212,500 8.4 yrs. 9.42 89,000 9.20
$ 9.60 - 13.56 277,500 3.3 yrs. 11.40 277,500 11.40
------- -------- --------------- ------- ----------------
906,943 5.9 yrs. $ 9.52 733,443 $ 9.59
------- -------- --------------- ------- ----------------
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 director's fee of 750 shares. The number of shares
entitled was amended to 1,000 shares effective January 1, 1996, amended to 1,500
shares effective January 1, 1997 and amended to 2,000 shares effective May 10,
2002. 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. Under this Plan,
there were 14,000 shares issued in 2002 and 9,000 shares issued each year in
2001 and 2000.
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 by the Compensation Committee of
the Board of Directors of the Company. 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 incurred compensation costs totaling $145,000 in 2002,
$154,500 in 2001 and $121,000 in 2000.
NOTE G: RELATED PARTY TRANSACTIONS
On October 5, 2001, the Company completed the acquisition of Sizeler Real Estate
Management Co., Inc. from Sizeler Realty Co., Inc. ("Sizeler Realty"). The
purchase price for this acquisition was $3.05 million in cash. For the years
30
ended 2001 and 2000, the Company paid Sizeler Real Estate Management Co., Inc.
$2.8 million and $3.0 million in management fees, leasing commissions and
reimbursed legal and administrative costs, respectively. Financial reporting
requires that any difference between the net asset valuation of the assets
acquired and the total of the purchase price plus acquisition costs be
recognized as a non-recurring charge to operations. In compliance with reporting
requirements, the Company recorded a non-recurring charge to operations
(administrative expenses) of $1.2 million in the quarter ended December 31,
2001. A beneficial minority interest is directly owned in Sizeler Realty by an
officer and director of the Company, and the balance is owned by members of the
family of the officer's wife and residual entities of the estates of her mother
and father. The following table summarizes the estimated fair values of the net
assets acquired and liabilities assumed at the date of acquisition:
Cash $ 575,000
Other current assets 57,000
Office equipment 112,000
Valuation of third party
management contracts 1,558,000
--------------
Total assets acquired 2,302,000
Current liabilities (167,000)
--------------
Net assets acquired $ 2,135,000
==============
Property and equipment includes building improvements and office equipment,
which are being depreciated over their estimated useful lives of five years. The
third party management contracts will be accounted for under FASB Statement 142
(see Note A).
The Company also paid $14,000, $17,000 and $14,000 in 2002, 2001 and 2000,
respectively, for engineering consulting fees and $9,000 in fees during 2002 to
a majority-owned subsidiary of Sizeler Realty. During 2002, the Company received
management fees and commissions of approximately $461,000 from various entities
in which a director and officer of the Company has an interest.
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 $111,000 in 2002, $105,000 in 2001, and $103,000 in
2000. The term of the lease expires January 31, 2007 and the lease provides for
one remaining five-year renewal option.
The Company holds its interest in the Westland Shopping Center pursuant to a
long-term ground lease with Westland Shopping Center LLC (the "LLC"), expiring
on December 31, 2046. The LLC is owned by an entity of which an officer and
director and his wife and her brother and her brother's wife own interests. The
Company was charged ground rent of $65,000 in 2002, $61,000 in 2001 and $55,000
in 2000.
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 an entity in which an officer and director and his
wife and her brother and her brother's wife own interests, expiring on March 31,
2031. The rent under the ground lease is 50% of cash flow (after debt service
and certain other adjustments) 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. Ground rent in the amount of $27,000 was
payable under the lease agreement in 2002. No ground rent was payable in 2001,
while $22,000 was payable in 2000. 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, 2002,
the balance of the mortgage note payable was $952,000. 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.
An officer and director of the company is a director of Hibernia National Bank
("Hibernia") and Hibernia Corporation. At December 31, 2002, $30,000,000 of the
Company's $65,000,000 of bank lines of credit was provided by Hibernia. The
Company had borrowings under this line totaling $100,000 at December 31, 2002.
At December 31, 2001, $15,000,000 of the Company's $50,000,000 bank lines of
credit was provided by Hibernia. The Company had borrowings under this line
totaling $1,102,000 at December 31, 2001.
31
NOTE H: DIVIDEND DISTRIBUTION
The quarterly common stock dividends paid in 2002, 2001, and 2000 for federal
income tax purposes were as follows:
2000 2002 2001
----------------------- ----------------------- -------------------------
Per Per Per
Total Share Total Share Total Share
------------ ------- ------------- ------- ------------- -------
Ordinary income $ 3,990,000 $ 0.31 $ 4,914,000 $ 0.54 $ 4,293,000 $ 0.54
Return of capital 7,852,000 0.61 2,181,000 0.30 2,941,000 0.37
Capital gain --- --- 506,000 0.08 --- ---
------------ ------- ------------- ------- ------------- -------
$ 11,842,000 $ 0.92 $ 7,601,000 $ 0.92 $ 7,234,000 $ 0.91
============ ======= ============= ======= ============= =======
The Company paid $410,000 in preferred dividends on its Series B Cumulative
Redeemable Preferred Stock in 2002, all of which was classified as ordinary
income for federal income tax purposes.
NOTE I: SUBSEQUENT EVENTS
On February 1, 2003, the Company increased its bank lines of credit to
$75,000,000.
On February 17, 2003, the Company paid a $.609375 per share dividend on its
9.75% Series B Cumulative Redeemable Preferred Stock, payable to shareholders of
record on January 31, 2003.
On March 6, 2003, the Company paid a $.23 per share quarterly dividend to
shareholders of record as of February 28, 2003.
NOTE J: CASH FLOWS
In the second quarter of 2002, the Company closed the sale of $29,300,000 in
principal amount of its 9.0% convertible subordinated debentures due July 15,
2009, and 305,320 shares of its 9.75% Series B cumulative redeemable preferred
stock (at $25 per share). Gross cash proceeds of these offerings were
$36,933,000. These proceeds after payment of issuance costs were used to retire
the Company's 8.0% convertible subordinated debentures due July 15, 2003 and for
general corporate purposes.
In December 2001, the Company raised approximately $29 million of new equity
from the public offering of new common stock. These proceeds were used to reduce
floating rate bank debt, which decreased from $35.7 million at year-end 2000 to
$2.4 million at year-end 2001.
During the year 2000, the Company completed $30 million of additional long-term,
fixed rate, non-recourse financing, involving its multi-family properties. These
proceeds were used to reduce floating rate bank debt, which decreased from $60.0
million at year-end 1999 to $35.7 million at year-end 2000.
In accordance with industry practice and Company policy the Company capitalized
$490,000 in interest costs in 2002, $307,000 in 2001 and $494,000 in 2000.
NOTE K: COMMITMENTS AND CONTINGENCIES
The Company's officers defer a portion of their current compensation. Total
charges to earnings associated with such deferred compensation were $121,000,
$130,000 and $126,000 in 2002, 2001, and 2000, respectively.
The Company, from time to time, may be subject to litigation arising from the
ordinary course of its business. Management, based on advice of external
counsel, does not believe that any existing litigation involving the Company
will materially affect its financial condition or future results of operations.
NOTE L: SHAREHOLDER RIGHTS PLAN
On August 6, 1998, the Company's Board of Directors adopted a replacement
shareholder rights plan ("Plan") to supersede a shareholder rights plan which
had been in effect since 1989. Simultaneously, the board declared a dividend
distribution of one purchase right ("Right") for each share of the Company's
Common Stock outstanding at the close of
32
business August 27, 1998, or subsequently issued. Each Right entitles the holder
to purchase 1/1,000 of a share of a new Series A Preferred Stock of the Company
("Preferred Stock").
The Rights become exercisable upon 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 15% 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 10% of the Company's Common Stock and that ownership (a) is intended to
cause pressure on the Company to take action or enter into a transaction or
transactions intended to provide such persons with short-term financial gain
under circumstances where the best long-term interests of the Company and its
shareholders would not be served, or (b) is causing or is reasonably likely to
cause a material adverse impact on the business or prospects of the Company
(including but not limited to jeopardizing the Company's status as a real estate
investment trust, impairing relationships with the Company's tenants, customers,
lenders, providers of financial and other services, or regulators or impairing
the Company's ability to maintain its competitive position).
The exercise price of a Right has been established at $40, subject to adjustment
as provided in the Plan. Once exercisable, each Right would entitle the holder
to purchase Preferred Stock having a value equal to two times the value of the
Right. The Rights expire on August 27, 2008.
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 values and respective fair market values of the Company's mortgage
notes payable and 9% convertible subordinated debentures are presented below.
The estimated fair values of the mortgage notes were calculated as the net
present value of the total payments through the loan term discounted using rates
available to the Company for issuance of similar debt with similar terms at
year-end 2002. The estimated fair values of the convertible subordinated
debentures were calculated using year-end market quotes obtained from the New
York Stock Exchange.
Carrying Estimated
Value Fair Market Value
-------------- -----------------
Mortgage notes payable
2002 $ 108,883,000 $ 119,614,000
2001 111,223,000 113,121,000
Convertible subordinated debentures
2002 $ 56,599,000 $ 57,731,000
2001 61,878,000 60,950,000
33
NOTE N: QUARTERLY FINANCIAL DATA (UNAUDITED)
Summarized (unaudited) quarterly financial data for the years ended 2002 and
2001 are as follows (in thousands, except per share data):
Three months ended in 2002
-------------------------------------------------------
March 31 June 30 September 30 December 31
-------------------------------------------------------
Revenues $ 13,135 $ 13,132 $ 13,133 $ 13,387
Income from operations $ 4,497 $ 4,099 $ 3,958 $ 3,820
Net income $ 1,191 $ 401 $ 747 $ 503
Net income per common share $ 0.09 $ 0.02 $ 0.05 $ 0.02
Shares outstanding 12,236 12,990 13,091 13,090
Three months ended in 2001
-------------------------------------------------------
March 31 June 30 September 30 December 31
-------------------------------------------------------
Revenues $ 13,156 $ 13,076 $ 13,069 $ 13,255
Income from operations $ 4,645 $ 4,553 $ 4,495 $ 3,244
Net income (loss) (Note G) $ 663 $ 696 $ 1,260 $ (416)
Net income (loss) per share $ 0.09 $ 0.08 $ 0.15 $ (0.05)
Shares outstanding 8,107 8,203 8,299 8,638
34
SCHEDULE II
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2002, 2001, and 2000
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
--------- ---------- ---------- ---------
Year ended December 31, 2002
Allowance for doubtful accounts $ 165,000 $ 79,000 $ 128,000 $ 116,000
Year ended December 31, 2001
Allowance for doubtful accounts $ 331,000 $ 144,000 $ 310,000 $ 165,000
Year ended December 31, 2000
Allowance for doubtful accounts $ 430,000 $ 141,000 $ 240,000 $ 331,000
35
SCHEDULE III
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2002
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
- ------------------------- ------------ --------------------------- ------------ ------------------------------------------
Costs
Capitalized
Subsequent Gross Amount at Which
Initial Cost to Company Acquisition Carried at Close of Period
--------------------------- ------------ ------------------------------------------
Buildings & Net Buildings &
Description Encumbrance Land Improvements Improvements Land Improvements Total
- ----------- ------------ ------------ ------------ ------------ ------------ ------------- ------------
Regional enclosed malls:
Hammond Square $ -- $ 2,574,000 $ 23,664,000 $ 4,386,000 $ 3,917,000 $ 26,707,000 $ 30,624,000
North Shore Square 18,131,000 4,000,000 30,150,000 5,615,000 4,109,000 35,656,000 39,765,000
Southland -- 2,408,000 28,289,000 14,030,000 2,485,000 42,242,000 44,727,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
18,131,000 8,982,000 82,103,000 24,031,000 10,511,000 104,605,000 115,116,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Power shopping centers:
Lantana Plaza -- 6,000,000 14,107,000 2,988,000 6,053,000 17,042,000 23,095,000
Town and Country -- 860,000 3,194,000 8,258,000 1,502,000 10,810,000 12,312,000
Westward -- 5,676,000 13,506,000 3,734,000 5,676,000 17,240,000 22,916,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
-- 12,536,000 30,807,000 14,980,000 13,231,000 45,092,000 58,323,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Community shopping centers:
Airline Park -- 977,000 1,037,000 1,368,000 977,000 2,405,000 3,382,000
Azalea Gardens -- 574,000 806,000 641,000 574,000 1,447,000 2,021,000
Colonial -- 554,000 555,000 811,000 559,000 1,361,000 1,920,000
Gonzales Plaza -- 713,000 4,381,000 1,165,000 721,000 5,538,000 6,259,000
Rainbow Square 2,814,000 970,000 4,443,000 226,000 984,000 4,655,000 5,639,000
Weeki Wachee -- 2,185,000 4,179,000 895,000 2,149,000 5,110,000 7,259,000
Westgate -- 1,809,000 2,162,000 2,023,000 1,774,000 4,220,000 5,994,000
Westland (e) -- -- 3,068,000 2,279,000 -- 5,347,000 5,347,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
2,814,000 7,782,000 20,631,000 9,408,000 7,738,000 30,083,000 37,821,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Apartments:
Bel Air 4,025,000 500,000 3,674,000 1,689,000 500,000 5,363,000 5,863,000
Bryn Mawr 9,520,000 1,575,000 9,020,000 1,647,000 1,653,000 10,589,000 12,242,000
Colonial Manor -- 212,000 771,000 521,000 212,000 1,292,000 1,504,000
Garden Lane 5,526,000 500,000 3,117,000 2,853,000 500,000 5,970,000 6,470,000
Georgian -- 839,000 2,420,000 2,327,000 839,000 4,747,000 5,586,000
Governors Gate 10,530,000 499,000 -- 14,262,000 499,000 14,262,000 14,761,000
Hampton Park 7,058,000 1,305,000 6,616,000 3,659,000 1,156,000 10,424,000 11,580,000
Jamestown 4,096,000 712,000 4,035,000 1,310,000 712,000 5,345,000 6,057,000
Lafayette Square 15,231,000 2,632,000 14,282,000 8,251,000 2,458,000 22,707,000 25,165,000
Lakeview Club 16,500,000 4,400,000 23,200,000 2,514,000 4,436,000 25,678,000 30,114,000
Magnolia Place 3,931,000 175,000 2,050,000 1,109,000 175,000 3,159,000 3,334,000
Pine Bend 3,025,000 450,000 3,029,000 1,756,000 450,000 4,785,000 5,235,000
Steeplechase 4,307,000 594,000 3,328,000 1,494,000 594,000 4,822,000 5,416,000
Woodcliff 4,189,000 695,000 4,047,000 1,566,000 695,000 5,613,000 6,308,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
87,938,000 15,088,000 79,589,000 44,958,000 14,879,000 124,756,000 139,635,000
Construction Projects -- 1,799,000 6,767,000 -- 1,799,000 6,767,000 8,566,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
Undeveloped Land -- 4,921,000 57,000 673,000 5,593,000 58,000 5,651,000
------------ ------------ ------------ ------------ ------------ ------------ ------------
TOTAL $108,883,000 $ 51,108,000 $219,954,000 $ 94,050,000 $ 53,751,000 $311,361,000 $365,112,000
============ ============ ============ ============ ============ ============ ============
COLUMN A COLUMN F COLUMN G COLUMN H COLUMN I
- ------------------------- ------------ -------------------------- ------------- ------------
Life on
which
Depreciation
in Latest
Income
Accumulated Date of Date Statement is
Description Depreciation Construction Acquired Computed
- ------------------------- ------------ -------------------------- ------------ ------------
Regional enclosed malls:
Hammond Square $ 11,631,000 1978, 1992, 1995 1987 10-40 yrs
North Shore Square 10,307,000 1986, 1995, 2001, 2002 1994 10-40 yrs
Southland 16,949,000 1970, 1981, 1994 1986 10-40 yrs
------------
38,887,000
------------
Power shopping centers:
Lantana Plaza 4,093,000 1992, 1999 1993 10-40 yrs
Town and Country 1,148,000 1989, 2000, 2001, 2002 1993 10-40 yrs
Westward 5,257,000 1961, 1990, 1995, 2000 1992 10-40 yrs
------------
10,498,000
------------
Community shopping centers:
Airline Park 637,000 1973, 1986, 2001 1987 10-40 yrs
Azalea Gardens 589,000 1950, 1986, 2002 1987 10-40 yrs
Colonial 625,000 1967, 1987, 1999 1987 10-40 yrs
Gonzales Plaza 1,624,000 1989, 2001, 2002 1991 10-40 yrs
Rainbow Square 1,905,000 1986, 2001 1988 10-40 yrs
Weeki Wachee 1,850,000 1987, 2000, 2002 1988 10-40 yrs
Westgate 1,593,000 1964, 1987, 2001 1987 10-40 yrs
Westland (e) 2,344,000 1966, 1990, 1999 1987 10-40 yrs
------------
11,167,000
------------
Apartments:
Bel Air 1,771,000 1968, 1974 1992 10-40 yrs
Bryn Mawr 2,848,000 1991, 1999 1993 10-40 yrs
Colonial Manor 583,000 1967, 1994 1987 10-40 yrs
Garden Lane 1,998,000 1966, 1971, 1999 1992 10-40 yrs
Georgian 1,598,000 1951, 1980, 1993 1992 10-40 yrs
Governors Gate 2,184,000 1999 1998 10-40 yrs
Hampton Park 3,792,000 1977, 1995 1993 10-40 yrs
Jamestown 1,470,000 1971 -1972 1995 10-40 yrs
Lafayette Square 8,177,000 1969 - 1972, 1995, 1999 1993 10-40 yrs
Lakeview Club 6,335,000 1992 1994 10-40 yrs
Magnolia Place 1,098,000 1984 1991 10-40 yrs
Pine Bend 1,429,000 1979 1992 10-40 yrs
Steeplechase 1,594,000 1982 1992 10-40 yrs
Woodcliff 1,893,000 1977, 1999 1993 10-40 yrs
------------
36,770,000
Construction Projects --
------------
Undeveloped Land --
------------
TOTAL $ 97,322,000
============
Note: This schedule does not include the Company's 50% interest in a real estate
partnership.
36
SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION -- (Continued)
Note (a) Changes in real estate owned were as follows:
2002 2001 2000
-------------- ------------- --------------
Balance at beginning of year $349,437,000 $348,759,000 $338,389,000
Additions during year:
Investments in land 892,000 361,000 1,647,000
Improvements 14,783,000 317,000 8,723,000
------------ ------------ ------------
Balance at end of year $365,112,000 $349,437,000 $348,759,000
============ ============ ============
Note (b) Changes in accumulated depreciation of real estate assets owned were
as follows:
2002 2001 2000
-------------- -------------- ---------------
Balance at beginning of year $86,627,000 $76,727,000 $66,162,000
Additions during year:
Depreciation on real estate assets 10,695,000 9,900,000 10,565,000
----------- ----------- -----------
Balance at end of year $97,322,000 $86,627,000 $76,727,000
=========== =========== ===========
Note (c) The income tax basis of real estate, net of accumulated tax
depreciation, was approximately $279,757,000 at December 31, 2002.
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.
37
FORM 10-K EXHIBITS
3.1 Articles of Incorporation Incorporated by Reference (16)
3.2 By-Laws, as amended Incorporated by Reference (17)
4.0A Form of Certificate for Common Stock, $.01 par value Incorporated by Reference (3)
4.1A Indenture for the Registrant's 9% Convertible Incorporated by Reference (18)
Subordinated Debentures, due 2009
4.2A Debenture for the Registrant's 9% Convertible Incorporated by Reference (18)
Subordinated Debentures, due 2009
4.3A Articles supplementary creating the Registrant's 9.75% Incorporated by Reference (18)
Series B Cumulative Redeemable Preferred Stock
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 (8)
10.1E Amendment No. 5 to Management Agreement Incorporated by Reference (10)
10.1F Amendment No. 4 to Management Agreement Incorporated by Reference (14)
10.1G Amendment No. 6 to Management Agreement Incorporated by Reference (14)
10.1H Amendment No. 7 to Management Agreement Incorporated by Reference (14)
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 (8)
through January 25, 1991*
10.5 Form of Deferred Compensation Agreement Incorporated by Reference (9)
(the 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 (12)
10.8 First Amendment to the Sizeler Property Investors, Inc. Incorporated by Reference (12)
Incentive Award Plan*
10.9 Sizeler Property Investors, Inc. 1994 Directors' Stock Incorporated by Reference (15)
Ownership Plan, as amended*
10.10 Agreement, as stated, between the Company and Sidney W. Lassen* Incorporated by Reference (19)
10.11 Agreement, as stated, between the Company and
Thomas A. Masilla, Jr.* Incorporated by Reference (19)
(The Company also has a Compensation Plan Agreement
with James W. Brodie, which is
identical to Mr. Masilla's Agreement)
10.12 Non-Elective Deferred Compensation Agreement Incorporated by Reference (13)
between Company and Thomas A. Masilla, Jr.
(The Company also has Non-Elective Deferred
Compensation Agreements with Sidney W. Lassen,
James W. Brodie and Charles E. Miller, Jr.,
which are identical to Mr. Masilla's Agreement).*
10.13 The Company's 1996 Stock Option Plan, as amended* Incorporated by Reference (15)
19.1 Shareholder Rights Agreement dated as of Incorporated by Reference (6)
August 6, 1998
19.2 Amendment No. 1 to Shareholder Rights Agreement Incorporated by Reference (8)
21 List of Subsidiaries Filed herewith
23.1 Consent of KPMG LLP Filed herewith
99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted Filed herewith
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Sidney W. Lassen
99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted Filed herewith
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 - Charles E. Miller, Jr.
38
(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 exhibit to the Company's Form 8-A, filed
on August 26, 1998.
(7) Incorporated by reference to the Exhibit A to the Company's Proxy
Statement, dated April 5, 1991.
(8) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1990.
(9) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1991.
(10) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 1992.
(11) Incorporated by reference to the exhibits filed with the Company's Form
8-K dated May 26, 1993.
(12) Incorporated by reference to the exhibits filed on March 7, 1994, with the
Company's registration statement on Form S-3 (No. 33-76134).
(13) Incorporated by reference to the exhibits filed with the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995.
(14) Incorporated by reference to the exhibits filed with the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
(15) Incorporated by reference to the exhibits to the Company's definitive
proxy material for its 1997 Annual Meeting of Stockholders.
(16) Incorporated by reference to the exhibits filed with the Company's Form
8-K dated June 26, 2001.
(17) Incorporated by reference to the exhibits filed on October 25, 2001 with
the Company's Registration Statement on Form S-4 (No. 333-72208).
(18) Incorporated by reference to the exhibits filed with the Company's Form
8-K filed on May 8, 2002.
(19) Incorporated by reference to the exhibits filed with the Company's Form
10-K for the year ended December 31, 2001, dated March 29, 2002.
* Management compensation plan agreements.
39
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/ CHARLES E. MILLER, JR.
------------------------------
Charles E. Miller, Jr.
Chief Financial Officer
Date: March 28, 2003
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 28, 2003
------------------------------ (Chief Executive Officer)
Sidney W. Lassen
By: /s/ THOMAS A. MASILLA Vice-Chairman of the Board March 28, 2003
------------------------------ and President (Principal
Thomas A. Masilla, Jr. Operating Officer)
By: /s/ CHARLES E. MILLER, JR. Chief Financial Officer March 28, 2003
------------------------------ (Principal Financial Officer)
Charles E. Miller, Jr.
By: /s/ J. TERRELL BROWN Director March 28, 2003
------------------------------
J. Terrell Brown
By: /s/ FRANCIS L. FRAENKEL Director March 28, 2003
------------------------------
Francis L. Fraenkel
By: /s/ HAROLD B. JUDELL Director March 28, 2003
------------------------------
Harold B. Judell
By: /s/ JAMES W. MCFARLAND Director March 28, 2003
------------------------------
James W. McFarland
By: /s/ RICHARD L. PEARLSTONE Director March 28, 2003
------------------------------
Richard L. Pearlstone
By: /s/ THEODORE H. STRAUSS Director March 28, 2003
------------------------------
Theodore H. Strauss
By: /s/ WILLIAM G. BYRNES Director March 28, 2003
------------------------------
William G. Byrnes
40
CERTIFICATIONS
I, Sidney W. Lassen, certify that:
1. I have reviewed this annual report on Form 10-K of Sizeler Property
Investors, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
SIDNEY W. LASSEN
----------------
Sidney W. Lassen
Chief Executive Officer
41
I, Charles E. Miller, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of Sizeler Property
Investors, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: March 28, 2003
CHARLES E. MILLER, JR.
----------------------
Charles E. Miller, Jr.
Chief Financial Officer
42