SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to ___________________
Commission file number 1-9349
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SIZELER PROPERTY INVESTORS, INC.
-----------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 72-1082589
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2542 WILLIAMS BOULEVARD, KENNER, LOUISIANA 70062
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (504) 471-6200
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Former name, former address and former fiscal year,
if changed since last report.
Indicate by Check X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
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APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.
8,295,000 shares of Common Stock ($.0001 Par Value) were outstanding as of
August 2, 2001.
Page 1 of 11
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
INDEX
PAGE
------
Part I: FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 10
Item 3. Quantitative and Qualitative Disclosures about Market Risk 10
Part II: OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 11
2
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
June 30 December 31
2001 2000
ASSETS (Unaudited) (Audited)
------------ ------------
Real estate investments (Note A):
Land $ 53,471,000 $ 52,461,000
Buildings and improvements, net of accumulated depreciation
of $82,061,000 in 2001 and $76,727,000 in 2000 216,425,000 219,571,000
Investment in real estate partnership 914,000 916,000
------------ ------------
270,810,000 272,948,000
Cash and cash equivalents 649,000 1,896,000
Accounts receivable and accrued revenue, net of allowance for
doubtful accounts of $279,000 in 2001 and $331,000 in 2000 1,716,000 2,035,000
Prepaid expenses and other assets 9,006,000 8,538,000
------------ ------------
Total Assets $282,181,000 $285,417,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Mortgage notes payable (Note C) $112,080,000 $113,163,000
Notes payable 34,061,000 35,716,000
Accounts payable and accrued expenses 6,875,000 6,701,000
Tenant deposits and advance rents 894,000 840,000
------------ ------------
153,910,000 156,420,000
Convertible subordinated debentures 61,878,000 61,878,000
------------ ------------
Total Liabilities 215,788,000 218,298,000
SHAREHOLDERS' EQUITY
Preferred stock, 40,000 shares authorized, none issued --- ---
Common stock, par value $.0001 per share, 53,960,000 shares
authorized, shares issued and outstanding - 8,262,000 in 2001
and 8,063,000 in 2000 1,000 1,000
Excess stock, par value $.0001 per share, 16,000,000 shares
authorized, none issued --- ---
Additional paid-in capital 120,980,000 119,312,000
Cumulative net income 41,076,000 39,713,000
Cumulative distributions paid (95,664,000) (91,907,000)
------------ ------------
66,393,000 67,119,000
------------ ------------
Total Liabilities and Shareholders' Equity $282,181,000 $285,417,000
============ ============
See notes to consolidated financial statements.
3
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
Quarter Ended June 30 Six Months Ended June 30
------------------------- -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
OPERATING REVENUE
Rents and other income $13,050,000 $12,505,000 $26,175,000 $25,139,000
Equity in income of
partnership 26,000 27,000 57,000 58,000
----------- ----------- ----------- -----------
13,076,000 12,532,000 26,232,000 25,197,000
----------- ----------- ----------- -----------
OPERATING EXPENSES
Management and leasing
fees 702,000 608,000 1,361,000 1,314,000
Utilities 605,000 521,000 1,169,000 969,000
Real estate taxes 988,000 944,000 1,976,000 1,891,000
Operations and maintenance 1,933,000 1,914,000 3,865,000 3,778,000
Administrative expenses 594,000 660,000 1,239,000 1,413,000
Other operating expenses 870,000 741,000 1,759,000 1,362,000
Depreciation and
amortization 2,831,000 2,778,000 5,665,000 5,547,000
----------- ----------- ----------- -----------
8,523,000 8,166,000 17,034,000 16,274,000
----------- ----------- ----------- -----------
INCOME FROM OPERATIONS 4,553,000 4,366,000 9,198,000 8,923,000
Interest expense 3,857,000 3,875,000 7,839,000 7,806,000
----------- ----------- ----------- -----------
NET INCOME $ 696,000 $ 491,000 $ 1,359,000 $ 1,117,000
=========== =========== =========== ===========
BASIC AND DILUTED EARNINGS
PER SHARE $0.08 $0.06 $0.17 $0.14
=========== =========== =========== ===========
WEIGHTED AVERAGE
Common shares outstanding 8,203,000 7,910,000 8,155,000 7,905,000
=========== =========== =========== ===========
See notes to consolidated financial statements.
4
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SIX MONTHS ENDED JUNE 30
--------------------------
2001 2000
----------- -----------
OPERATING ACTIVITIES:
Net income $ 1,359,000 $ 1,117,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 5,665,000 5,547,000
Decrease in accounts receivable and accrued revenue 329,000 765,000
Increase in prepaid expenses and other assets (1,196,000) (654,000)
Increase (decrease) in accounts payable and accrued expenses 178,000 (2,189,000)
----------- -----------
Net Cash Provided by Operating Activities 6,335,000 4,586,000
----------- -----------
INVESTING ACTIVITIES:
Acquisitions of and improvements to real estate investments (3,208,000) (6,248,000)
----------- -----------
Net Cash Used in Investing Activities (3,208,000) (6,248,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from mortgage notes payable --- 26,400,000
Principal payments on mortgage notes payable (1,083,000) (982,000)
Net payments on notes payable to banks (1,655,000) (20,577,000)
Decrease (increase) in mortgage escrow deposits and debt
issuance costs 453,000 (470,000)
Cash dividends to shareholders (3,757,000) (3,558,000)
Proceeds from issuance of shares of common stock pursuant to
direct stock purchase, stock option, and stock award plans 1,668,000 905,000
Purchases of Company's common stock --- (723,000)
----------- ------------
Net Cash Used in Financing Activities (4,374,000) 995,000
----------- ------------
Net decrease in cash and cash equivalents (1,247,000) (667,000)
Cash and cash equivalents at beginning of period 1,896,000 1,337,000
----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 649,000 $ 670,000
=========== ============
Cash interest payments, net of capitalized interest $ 8,117,000 $ 7,980,000
=========== ============
See notes to consolidated financial statements
5
SIZELER PROPERTY INVESTORS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2001
NOTE A -- BASIS OF PRESENTATION
As of June 30, 2001, the Company's real estate portfolio included interests in
sixteen shopping centers and fourteen apartment communities. The Company holds,
directly or indirectly through both wholly-owned subsidiaries and majority-owned
entities, a fee interest in twenty-eight of its properties, and long-term ground
leases on the remaining two properties - Southwood Shopping Center in Gretna,
Louisiana and Westland Shopping Center in Kenner, Louisiana. Sixteen properties
are held through partnerships and limited partnerships whereby the majority
owner is a wholly-owned subsidiary of Sizeler Property Investors, Inc. The
minority interests in these entities are held by third party corporations who
have contributed capital for their respective interests. The other fourteen
properties in the portfolio are held through wholly-owned subsidiary
corporations and limited liability companies. The Company, the wholly-owned
subsidiaries and majority-owned partnerships and limited partnerships, are
referred to collectively as the "Company".
The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP) for interim financial information and with instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by GAAP for complete financial
statements. Furthermore, the preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the
amounts reported in the consolidated financial statements and accompanying
notes. Actual results could materially differ from those estimates.
Operating results for the three-month period ended June 30, 2001, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2001. The consolidated balance sheet at December 31, 2000, has
been derived from the audited consolidated financial statements at that date,
but does not include all of the information and footnotes required by GAAP for
complete financial statements. For further information, refer to the
consolidated financial statements and footnotes thereto included in the Sizeler
Property Investors, Inc. Annual Report on Form 10-K for the year ended December
31, 2000.
NOTE B -- RECLASSIFICATIONS
Certain reclassifications have been made in the 2000 Consolidated Financial
Statements to conform with the 2001 financial statement presentation.
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 ($12,661) has been reclassed as a reduction of capital stock
issued. The cost of treasury stock in excess of par value has been charged to
additional paid-in capital. This change in law as a result of the
reincorporation, had no effect on total stockholders' equity.
NOTE C -- MORTGAGE NOTES PAYABLE
The Company's mortgage notes payable are secured by certain land, buildings and
improvements. At June 30, 2001, mortgage notes payable totalled approximately
$112.1 million. Individual notes ranged from $936,000 to $19.8 million, with
fixed rates of interest ranging from 6.85% to 8.63% and maturity dates ranging
from September 30, 2001, to January 1, 2013. Net book values of properties
securing these mortgage notes payable totalled approximately $135.4 million at
June 30, 2001, with individual property net book values ranging from $2.3
million to $30.1 million.
In July, 2001, the Company refinanced its mortgage note maturing in September,
2001, and bearing an interest rate of 8.63%. The new loan has a principal
balance of $3.0 million, matures in 2011 and bears a fixed interest rate of
7.16%.
6
NOTE D - SEGMENT DISCLOSURE
The Company is engaged in two operating segments, the ownership and rental of
retail shopping center properties and apartment properties. These reportable
segments offer different products or services and are managed separately as each
requires different operating strategies and management expertise. There are no
intersegment sales or transfers.
The Company assesses and measures segment operating results based on a
performance measure referred to as Net Operating Income and is based on the
operating revenues and operating expenses directly associated with the
operations of the real estate properties (excluding depreciation). Net
Operating Income is not a measure of operating results or cash flows from
operating activities as measured by GAAP, and is not necessarily indicative of
cash available to fund cash needs and should not be considered an alternative to
cash flows as a measure of liquidity.
The operating revenues, operating expenses, net operating income and real estate
investments for each of the reportable segments are summarized below for the
three- and six-month periods ended June 30, 2001 and 2000.
QUARTER ENDED JUNE 30 SIX MONTHS ENDED JUNE 30
----------------------------- ---------------------------
2001 2000 2001 2000
------------ ------------ ----------- -----------
Retail:
Operating Revenue $ 7,068,000 $ 6,815,000 $14,344,000 $13,846,000
Operating Expenses (2,978,000) (2,749,000) (5,990,000) (5,434,000)
------------ ------------ ----------- -----------
Net Operating Income - Retail $ 4,090,000 $ 4,066,000 $ 8,354,000 $ 8,412,000
Apartments:
Operating Revenue $ 6,009,000 $ 5,717,000 $11,888,000 $11,352,000
Operating Expenses (2,715,000) (2,639,000) (5,379,000) (5,294,000)
------------ ------------ ----------- -----------
Net Operating Income - Apartments $ 3,294,000 3,078,000 $ 6,509,000 $ 6,058,000
Net Operating Income - Total $ 7,384,000 $ 7,144,000 $14,863,000 $14,470,000
Depreciation (2,831,000) (2,778,000) (5,665,000) (5,547,000)
------------ ------------ ----------- -----------
Income From Operations $ 4,553,000 $ 4,366,000 $ 9,198,000 $ 8,923,000
Interest Expense (3,857,000) (3,875,000) (7,839,000) (7,806,000)
------------ ------------ ----------- -----------
Net Income $ 696,000 $ 491,000 $ 1,359,000 $ 1,117,000
============ ============ =========== ===========
June 30
----------------------------
2001 2000
------------ ------------
Gross Real Estate Investments:
Retail $214,921,000 $208,913,000
Apartments 137,950,000 135,605,000
------------ ------------
$352,871,000 $344,518,000
============ ============
NOTE E - RELATED PARTY TRANSACTION
In July, 2001 the Company entered into an agreement in principle to acquire
Sizeler Real Estate Management Co., Inc. from Sizeler Realty Co., Inc. Sizeler
Real Estate Management Co., Inc. has been the third party property manager since
1986. Once the transaction is completed, Sizeler Real Estate Management Co.,
Inc. will operate as a wholly-owned subsidiary of Sizeler Property Investors,
Inc. The acquisition was unanimously approved by all the independent directors
at the full Board meeting and is not financially significant to the Company.
NOTE F - SUBSEQUENT EVENTS
On August 1, 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 proceeds from the sale resulted in a net gain of
approximately $0.065 per share, on weighted average shares outstanding of
8,155,000, which will be treated for income tax purposes as a reclassification
of a portion of the dividend from ordinary
7
income to capital gain. The net cash proceeds from the sale were used to reduce
floating rate bank debt and for general corporate purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2001 AND 2000
For the three months ended June 30, 2001 total operating revenues increased
approximately 4% to $13.1 million, compared to $12.5 million earned for the same
period a year ago. The increase in operating revenue was due primarily to
continued strong occupancy levels, together with market sustained rent increases
and new retail leases, particularly the leasing of a newly developed 44,300 s.f.
Publix Supermarket at the Town and Country Power Shopping Center in Palatka,
Florida, which opened for business in August, 2000. At June 30, 2001, retail
and apartment properties were 92% and 99% leased, respectively, generating
operating revenues of $7.1 million and $6.0 million, respectively. Increased
second quarter revenues were partially offset by increased operating costs, in
particular utilities, real estate taxes and property insurance costs, which
increased a total of $266,000 over the prior year. Net operating income totaled
$7.4 million for the three months ended June 30, 2001 compared to $7.1 million
earned for the same period a year ago.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
For the six months ended June 30, 2001 total operating revenues increased
approximately 4% to $26.2 million, compared to $25.2 earned for the same period
of 2000. Consistent with the quarterly results, operating revenues increased
due to consistently high occupancy levels for both the retail centers and
apartments, together with market sustained rent increases and new retail leases,
particularly the leasing of a newly developed 44,300 s.f. Publix Supermarket at
the Town and Country Power Shopping Center in Palatka, Florida, which opened for
business in August, 2000. Operating revenue for retail centers and apartments
was $14.3 million and $11.9 million, respectively. Revenue growth over the
first six months was partially offset by increased operating costs, in
particular utilities, real estate taxes and insurance costs, which increased a
total of $496,000 over the prior year. Net operating income for the six months
ended June 30, 2001 totaled $14.9 million, compared to $14.5 million earned a
year ago.
LIQUIDITY AND CAPITAL RESOURCES
The primary source of working capital for the Company is net cash provided by
operating activities, from which the Company funds normal operating
requirements, debt service obligations, and distributions to shareholders. In
addition, the Company maintains unsecured credit lines with commercial banks,
which it utilizes to supplement cash provided by operating activities and to
initially finance the cost of property development and redevelopment activities,
portfolio acquisitions and other expenditures. At June 30, 2001, the Company
had $649,000 in cash and cash equivalents and $50 million in committed bank
lines of credit facilities, of which approximately $16 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 $1.7 million in 2001
compared to the same period in 2000. The increase was principally attributable
to an increase in net income and short-term payables, partially offset by an
increase in prepaid insurance costs in 2001.
Net cash flows used in investing activities decreased approximately $3.0 million
in 2001 from 2000, primarily attributable to decreased development activities.
Net cash flows used in financing activities increased $5.4 million in 2001 from
2000 due to (i) no new mortgage financings being completed in the first half of
2001 as compared to the prior year's issuance of mortgage notes payable totaling
$26.4 million and the subsequent paydown of notes payable to banks, mortgage
notes payable and related debt issuance costs; (ii) increased cash dividends to
shareholders of $199,000; (iii) increase in cash proceeds of approximately
$763,000 from the issuance of common stock pursuant to the direct stock purchase
and dividend reinvestment plan; and (iv) pursuant to the company's stock
repurchase program initiated in 1995, the Company repurchased 90,000 fewer
shares than in 2000, at an approximate cost of $723,000.
8
As of June 30, 2001, fourteen of the Company's properties, comprising
approximately 49% of its gross investment in real estate, were subject to a
total of $112.1 million in mortgage obligations, all of which are long-term,
non-recourse and bear fixed rates of interest for fixed terms. The remaining
sixteen properties and vacant parcels of land in the portfolio are currently
unencumbered by debt. The Company anticipates that its current cash balance,
operating cash flows, and borrowing capacity (including borrowings under its
lines of credit) will be adequate to fund the Company's future (i) operating and
administrative expenses, (ii) debt service obligations, (iii) distributions to
shareholders, (iv) development activities, (v) capital improvements on existing
properties, and (vi) typical repair and maintenance expenses at its properties.
The Company's current dividend policy is to pay quarterly dividends to
shareholders, based upon funds from operations, as well as other factors. As
funds from operations excludes the deduction of certain non-cash charges,
principally depreciation on real estate assets, quarterly dividends will
typically be greater than net income and may include a tax-deferred return of
capital component. Additionally, in 2001, a portion of the dividend will
include capital gain from the sale of a property completed during the third
quarter of the year. The Board of Directors, on August 9, 2001, declared a cash
dividend of $0.23 per share for the period April 1, 2001 through June 30, 2001,
payable on September 6, 2001 to shareholders of record as of August 27, 2001.
Funds From Operations
Real estate industry analysts and the Company utilize the concept of funds from
operations as an important analytical measure of a Real Estate Investment
Trust's financial performance. The Company considers funds from operations in
evaluating its operating results and its dividend policy, as previously
mentioned, is also based, in part, on the concept of funds from operations.
Funds from operations (FFO) is defined by the Company and the National
Association of Real Estate Investment Trusts (NAREIT) as net income, excluding
gains or losses from sales of property and those items defined as extraordinary
under accounting principles generally accepted in the United States of America,
plus depreciation on real estate assets and after adjustments for unconsolidated
partnerships to reflect funds from operations on the same basis. Funds from
operations do not represent cash flows from operations as defined by GAAP, nor
is it indicative that cash flows are adequate to fund all cash needs, including
distributions to shareholders. Funds from operations should not be considered
as an alternative to net income as defined by GAAP or to cash flows as a measure
of liquidity. A reconciliation of net income to basic funds from operations is
presented below (in thousands):
QUARTER ENDED JUNE 30
---------------------------------------------------------
2001 2000
------------------------ -----------------------
($000) SHARES ($000) SHARES
--------- -------- -------- --------
NET INCOME $ 696 8,203 $ 491 7,910
Additions:
Depreciation 2,831 2,778
Partnership depreciation 9 9
Deductions:
Minority depreciation 13 13
Amortization costs 156 140
------- ------ ------- ------
FUNDS FROM OPERATIONS - BASIC $3,367 8,203 $3,125 7,910
======= ====== ======= ======
SIX MONTHS ENDED JUNE 30
---------------------------------------------------------
2001 2000
------------------------ -----------------------
($000) SHARES ($000) SHARES
--------- -------- -------- --------
NET INCOME $1,359 8,155 $1,117 7,905
Additions:
Depreciation 5,665 5,547
Partnership depreciation 17 17
Deductions:
Minority depreciation 25 25
Amortization costs 314 282
------- ------ ------- ------
FUNDS FROM OPERATIONS - BASIC $6,702 8,155 $6,374 7,905
======= ====== ======= ======
9
EFFECTS OF INFLATION
Substantially all of the Company's retail leases contain provisions designed to
provide the Company with a hedge against inflation. Most of the Company's
retail leases contain provisions which enable the Company to receive percentage
rentals based on tenant sales in excess of a stated breakpoint and/or provide
for periodic increases in minimum rent during the lease term. The majority of
the Company's retail leases are for terms of less than ten years, which allows
the Company to adjust rentals to changing market conditions. In addition, most
retail leases require tenants to pay a contribution towards property operating
expenses, thereby reducing the Company's exposure to higher costs caused by
inflation. The Company's apartment leases are written for short terms,
generally six to twelve months, and are adjusted according to changing market
conditions.
FUTURE RESULTS
This Form 10-Q and other documents prepared and statements made by the Company,
may contain certain forward-looking statements that are subject to risk and
uncertainty. Investors and potential investors in the Company's securities are
cautioned that a number of factors could adversely affect the Company and cause
actual results to differ materially from those in the forward-looking
statements, including, but not limited to (a) the inability to lease current or
future vacant space in the Company's properties; (b) decisions by tenants and
anchor tenants who own their space to close stores at the Company's properties;
(c) the inability of tenants to pay rent and other expenses; (d) tenant
financial difficulties; (e) decreases in rental rates available from tenants;
(f) increases in operating costs at the Company's properties; (g) lack of
availability of financing for acquisition, development and rehabilitation of
properties by the Company; (h) possible dispositions of mature properties since
the Company is continuously engaged in the examination of its various lines of
business; (i) increases in interest rates; (j) a general economic downturn
resulting in lower retail sales and causing downward pressure on occupancies and
rents at retail properties; as well as (k) the adverse tax consequences if the
Company were to fail to qualify as a REIT in any taxable year.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We incorporate by reference the disclosure contained in Item 7a, Quantitative
and Qualitative Disclosures About Market Risk, of the Company's Form 10-K, for
the year ended December 31, 2000. There have been no material changes during
the first six months of 2001.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
There are no pending legal proceedings to which the Company is a party or
to which any of its properties is subject, which in the opinion of
management and its litigation counsel has resulted or will result in any
material adverse effect on the financial position of the Company.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Company's Annual Meeting of Shareholders, initially held on May 11,
2001 and adjourned to May 21, 2001, the following matters were submitted
for voting by the shareholders:
1) Proposal to reincorporate 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 shareholders approved the
proposal with 4,150,792 votes for, 1,380,550 votes against and 38,089
abstentions.
2) Election of Directors- The shareholders re-elected J. Terrell Brown,
Harold B. Judell and Richard L. Pearlstone to serve until the Annual
Meeting of Shareholders of 2004, or until their successors are duly
elected and qualified (the terms of Francis L. Fraenkel, Sidney W.
Lassen, Thomas A. Masilla, Jr., James W. McFarland and Theodore H.
Strauss continued after the meeting).
VOTES VOTES
DIRECTORS FOR WITHHELD
------------------------------ --------- --------
J. Terrell Brown 7,575,979 201,926
Harold B. Judell 7,539,106 238,799
Richard L. Pearlstone 7,583,030 194,875
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K
On June 26, 2001, the Company filed a Current Report on form 8-K dated
June 25, 2001 with respect to its reincorporation from the state of
Delaware to the state of Maryland. The items reported in such Current
Report were Item 5 (Other Events) and Item 7 (Financial Statements,
Pro Forma Financial Information and Exhibits).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIZELER PROPERTY INVESTORS, INC.
-------------------------------
(Registrant)
By: /s/ Robert A. Whelan
---------------------------------------
Robert A. Whelan
Chief Financial Officer
Date: August 10, 2001
11