UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) ofOF THE
SECURITIES EXCHANGE ACT OF 1934.
For the
Securities Exchange Act of 1934
For The Quarterly Period Ended quarterly period ended September 30, 20172022
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 1-12254
| | |
|
| SAUL CENTERS, INC. |
| (Exact name of registrant as specified in its charter) |
|
| | | | |
| Maryland | 52-1833074 |
(State or other jurisdiction of
incorporation or organization)
| (I.R.S. Employer
Identification No.)
|
7501 Wisconsin Avenue, Bethesda, Maryland 20814
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (301) 986-6200
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class: | Trading symbol: | Name of exchange on which registered: |
| Common Stock, Par Value $0.01 Per Share | BFS | New York Stock Exchange |
| Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | BFS/PRD | New York Stock Exchange |
| Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | BFS/PRE | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)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 requirement for the past 90 days. YES x NO oYes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO oYes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | | | | |
| Large accelerated filer | | ☐ | Accelerated filer | | ☒ |
| | | |
| Non-accelerated filer | | ☐ | Smaller reporting company | | ☐ |
| | | | | |
Large accelerated filer | | o | Accelerated filer | | x |
| | | |
Non-accelerated filer | | o | (Do not check if a smaller reporting company) | | |
| | | | | |
| | | Smaller reporting company | | o |
| | | | | |
| | | Emerging growth company | | o☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO xYes ☐ No ☒
Number of shares of common stock, par value $0.01 per share outstanding as of October 31, 2017: 21.9 million.
November 4, 2022: 23,895,185.
SAUL CENTERS, INC.
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of Saul Centers, Inc. for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of Saul Centers, Inc. for the year ended December 31, 2016, which are included in its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| | | (Dollars in thousands, except per share amounts) | September 30,
2017 | | December 31,
2016 | (Dollars in thousands, except per share amounts) | September 30,
2022 | | December 31,
2021 |
| | (Unaudited) | | | |
| Assets | | | | Assets | | | |
| Real estate investments | | | | Real estate investments | |
| Land | $ | 450,256 |
| | $ | 422,546 |
| Land | $ | 511,529 | | | $ | 511,529 | |
| Buildings and equipment | 1,257,886 |
| | 1,214,697 |
| Buildings and equipment | 1,574,872 | | | 1,566,686 | |
| Construction in progress | 80,163 |
| | 63,570 |
| Construction in progress | 285,810 | | | 205,911 | |
| | 1,788,305 |
| | 1,700,813 |
| | 2,372,211 | | | 2,284,126 | |
| Accumulated depreciation | (478,284 | ) | | (458,279 | ) | Accumulated depreciation | (679,121) | | | (650,113) | |
| | 1,310,021 |
| | 1,242,534 |
| | 1,693,090 | | | 1,634,013 | |
| Cash and cash equivalents | 9,385 |
| | 8,322 |
| Cash and cash equivalents | 10,291 | | | 14,594 | |
| Accounts receivable and accrued income, net | 55,619 |
| | 52,774 |
| Accounts receivable and accrued income, net | 58,682 | | | 58,659 | |
| Deferred leasing costs, net | 27,679 |
| | 25,983 |
| Deferred leasing costs, net | 22,221 | | | 24,005 | |
| Prepaid expenses, net | 8,901 |
| | 5,057 |
| |
| | Other assets | 12,123 |
| | 8,355 |
| Other assets | 25,734 | | | 15,490 | |
| Total assets | $ | 1,423,728 |
| | $ | 1,343,025 |
| Total assets | $ | 1,810,018 | | | $ | 1,746,761 | |
| Liabilities | | | | Liabilities | | | |
| Notes payable | $ | 873,538 |
| | $ | 783,400 |
| |
| Revolving credit facility payable | 88,608 |
| | 48,217 |
| |
| Construction loan payable | — |
| | 68,672 |
| |
| Dividends and distributions payable | 18,143 |
| | 17,953 |
| |
| Notes payable, net | | Notes payable, net | $ | 969,109 | | | $ | 941,456 | |
| | Revolving credit facility payable, net | | Revolving credit facility payable, net | 125,747 | | | 103,167 | |
| Term loan facility payable, net | | Term loan facility payable, net | 99,344 | | | 99,233 | |
| Accounts payable, accrued expenses and other liabilities | 24,267 |
| | 20,838 |
| Accounts payable, accrued expenses and other liabilities | 39,169 | | | 25,558 | |
| Deferred income | 31,040 |
| | 30,696 |
| Deferred income | 25,887 | | | 25,188 | |
| Dividends and distributions payable | | Dividends and distributions payable | 22,445 | | | 21,672 | |
| | Total liabilities | 1,035,596 |
| | 969,776 |
| Total liabilities | 1,281,701 | | | 1,216,274 | |
| Equity | | | | Equity | | | |
| Preferred stock, 1,000,000 shares authorized: | | | | Preferred stock, 1,000,000 shares authorized: | |
| Series C Cumulative Redeemable, 72,000 shares issued and outstanding | 180,000 |
| | 180,000 |
| |
| Common stock, $0.01 par value, 40,000,000 shares authorized, 21,985,890 and 21,704,359 shares issued and outstanding, respectively | 220 |
| | 217 |
| |
| | Series D Cumulative Redeemable, 30,000 shares issued and outstanding | | Series D Cumulative Redeemable, 30,000 shares issued and outstanding | 75,000 | | | 75,000 | |
| Series E Cumulative Redeemable, 44,000 shares issued and outstanding | | Series E Cumulative Redeemable, 44,000 shares issued and outstanding | 110,000 | | | 110,000 | |
| Common stock, $0.01 par value, 42,000,000 shares authorized, 24,001,546 and 23,840,471 shares issued and outstanding, respectively | | Common stock, $0.01 par value, 42,000,000 shares authorized, 24,001,546 and 23,840,471 shares issued and outstanding, respectively | 240 | | | 238 | |
| Additional paid-in capital | 344,820 |
| | 328,171 |
| Additional paid-in capital | 445,456 | | | 436,609 | |
| Accumulated deficit | (194,659 | ) | | (188,584 | ) | |
| Accumulated other comprehensive loss | (925 | ) | | (1,299 | ) | |
| Partnership units in escrow | | Partnership units in escrow | 39,650 | | | 39,650 | |
| Distributions in excess of accumulated earnings | | Distributions in excess of accumulated earnings | (268,451) | | | (256,448) | |
| Accumulated other comprehensive income | | Accumulated other comprehensive income | 3,063 | | | — | |
| Total Saul Centers, Inc. equity | 329,456 |
| | 318,505 |
| Total Saul Centers, Inc. equity | 404,958 | | | 405,049 | |
| Noncontrolling interest | 58,676 |
| | 54,744 |
| |
| Noncontrolling interests | | Noncontrolling interests | 123,359 | | | 125,438 | |
| Total equity | 388,132 |
| | 373,249 |
| Total equity | 528,317 | | | 530,487 | |
| Total liabilities and equity | $ | 1,423,728 |
| | $ | 1,343,025 |
| Total liabilities and equity | $ | 1,810,018 | | | $ | 1,746,761 | |
The Notes to Financial Statements are an integral part of these statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| | | | | | | | | | | | | | | |
| (Dollars in thousands, except per share amounts) | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | 2017 | | 2016 | | 2017 | | 2016 |
| Revenue | | | | | | | |
| Base rent | $ | 45,385 |
| | $ | 43,151 |
| | $ | 135,436 |
| | $ | 128,338 |
|
| Expense recoveries | 9,447 |
| | 8,561 |
| | 26,378 |
| | 26,011 |
|
| Percentage rent | 67 |
| | 57 |
| | 968 |
| | 1,016 |
|
| Other | 1,338 |
| | 1,464 |
| | 7,828 |
| | 7,504 |
|
| Total revenue | 56,237 |
| | 53,233 |
| | 170,610 |
| | 162,869 |
|
| Operating expenses | | | | | | | |
| Property operating expenses | 7,418 |
| | 6,685 |
| | 20,543 |
| | 20,740 |
|
| Provision for credit losses | 52 |
| | 391 |
| | 602 |
| | 1,207 |
|
| Real estate taxes | 6,834 |
| | 6,195 |
| | 20,124 |
| | 18,266 |
|
| Interest expense and amortization of deferred debt costs | 11,821 |
| | 11,524 |
| | 35,585 |
| | 34,268 |
|
| Depreciation and amortization of deferred leasing costs | 11,363 |
| | 11,626 |
| | 34,396 |
| | 33,478 |
|
| General and administrative | 4,363 |
| | 4,033 |
| | 13,178 |
| | 12,500 |
|
| Acquisition related costs | — |
| | 57 |
| | — |
| | 57 |
|
| Total operating expenses | 41,851 |
| | 40,511 |
| | 124,428 |
| | 120,516 |
|
| Operating income | 14,386 |
| | 12,722 |
| | 46,182 |
| | 42,353 |
|
| Change in fair value of derivatives | (1 | ) | | 1 |
| | (2 | ) | | (9 | ) |
| Net Income | 14,385 |
| | 12,723 |
| | 46,180 |
| | 42,344 |
|
| Noncontrolling interests | | | | | | | |
| Income attributable to noncontrolling interests | (2,902 | ) | | (2,484 | ) | | (9,483 | ) | | (8,530 | ) |
| Net income attributable to Saul Centers, Inc. | 11,483 |
| | 10,239 |
| | 36,697 |
| | 33,814 |
|
| Preferred stock dividends | (3,093 | ) | | (3,093 | ) | | (9,281 | ) | | (9,281 | ) |
| Net income attributable to common stockholders | $ | 8,390 |
| | $ | 7,146 |
| | $ | 27,416 |
| | $ | 24,533 |
|
| Per share net income attributable to common stockholders | | | | | | | |
| Basic and diluted | $ | 0.38 |
| | $ | 0.33 |
| | $ | 1.25 |
| | $ | 1.14 |
|
| Dividends declared per common share outstanding | $ | 0.51 |
| | $ | 0.47 |
| | $ | 1.53 |
| | $ | 1.41 |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands, except per share amounts) | Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2022 | | 2021 | | 2022 | | 2021 |
| Revenue | | | | | | | |
| Rental revenue | $ | 59,951 | | | $ | 59,058 | | | $ | 179,765 | | | $ | 175,634 | |
| Other | 1,136 | | | 1,198 | | | 3,759 | | | 3,351 | |
| Total revenue | 61,087 | | | 60,256 | | | 183,524 | | | 178,985 | |
| Expenses | | | | | | | |
| Property operating expenses | 8,995 | | | 8,210 | | | 26,174 | | | 24,420 | |
| Real estate taxes | 7,078 | | | 7,154 | | | 21,652 | | | 22,121 | |
| Interest expense, net and amortization of deferred debt costs | 11,103 | | | 10,914 | | | 32,162 | | | 34,559 | |
| Depreciation and amortization of lease costs | 12,195 | | | 12,467 | | | 36,899 | | | 37,852 | |
| General and administrative | 5,555 | | | 4,626 | | | 15,988 | | | 14,234 | |
| Loss on early extinguishment of debt | 648 | | | — | | | 648 | | | — | |
| Total expenses | 45,574 | | | 43,371 | | | 133,523 | | | 133,186 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net Income | 15,513 | | | 16,885 | | | 50,001 | | | 45,799 | |
| Noncontrolling interests | | | | | | | |
| Income attributable to noncontrolling interests | (3,563) | | | (3,747) | | | (11,670) | | | (9,653) | |
| Net income attributable to Saul Centers, Inc. | 11,950 | | | 13,138 | | | 38,331 | | | 36,146 | |
| | | | | | | |
| Preferred stock dividends | (2,798) | | | (2,798) | | | (8,395) | | | (8,395) | |
| Net income available to common stockholders | $ | 9,152 | | | $ | 10,340 | | | $ | 29,936 | | | $ | 27,751 | |
| Per share net income available to common stockholders | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Basic and diluted | $ | 0.38 | | | $ | 0.44 | | | $ | 1.25 | | | $ | 1.17 | |
| | | | | | | |
| | | | | | | |
The Notes to Financial Statements are an integral part of these statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| | | | Three Months Ended September 30, | | Nine Months Ended September 30, | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (Dollars in thousands) | 2017 | | 2016 | | 2017 | | 2016 | (Dollars in thousands) | 2022 | | 2021 | | 2022 | | 2021 |
| Net income | $ | 14,385 |
| | $ | 12,723 |
| | $ | 46,180 |
| | $ | 42,344 |
| Net income | $ | 15,513 | | | $ | 16,885 | | | $ | 50,001 | | | $ | 45,799 | |
| Other comprehensive income | | | | | | | | Other comprehensive income | |
| Change in unrealized loss on cash flow hedge | 171 |
| | 431 |
| | 503 |
| | (383 | ) | |
| Change in unrealized gain on cash flow hedge | | Change in unrealized gain on cash flow hedge | 4,256 | | | — | | | 4,256 | | | — | |
| Total comprehensive income | 14,556 |
| | 13,154 |
| | 46,683 |
| | 41,961 |
| Total comprehensive income | 19,769 | | | 16,885 | | | 54,257 | | | 45,799 | |
| Comprehensive income attributable to noncontrolling interests | (2,946 | ) | | (2,596 | ) | | (9,612 | ) | | (8,432 | ) | Comprehensive income attributable to noncontrolling interests | (4,756) | | | (3,747) | | | (12,863) | | | (9,653) | |
| Total comprehensive income attributable to Saul Centers, Inc. | 11,610 |
| | 10,558 |
| | 37,071 |
| | 33,529 |
| Total comprehensive income attributable to Saul Centers, Inc. | 15,013 | | | 13,138 | | | 41,394 | | | 36,146 | |
| | Preferred stock dividends | (3,093 | ) | | (3,093 | ) | | (9,281 | ) | | (9,281 | ) | Preferred stock dividends | (2,798) | | | (2,798) | | | (8,395) | | | (8,395) | |
| Total comprehensive income attributable to common stockholders | $ | 8,517 |
| | $ | 7,465 |
| | $ | 27,790 |
| | $ | 24,248 |
| |
| Total comprehensive income available to common stockholders | | Total comprehensive income available to common stockholders | $ | 12,215 | | | $ | 10,340 | | | $ | 32,999 | | | $ | 27,751 | |
The Notes to Financial Statements are an integral part of these statements.
CONSOLIDATED STATEMENTSTATEMENTS OF EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands, except per share amounts) | Preferred
Stock | | Common
Stock | | Additional Paid-in
Capital | | Partnership Units in Escrow | | Distributions in Excess of Accumulated Earnings | | Accumulated
Other Comprehensive
Income | | Total Saul
Centers, Inc. | | Noncontrolling
Interests | | Total |
| Balance, January 1, 2022 | $ | 185,000 | | | $ | 238 | | | $ | 436,609 | | | $ | 39,650 | | | $ | (256,448) | | | $ | — | | | $ | 405,049 | | | $ | 125,438 | | | $ | 530,487 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 61,861 shares pursuant to dividend reinvestment plan | — | | | 1 | | | 2,948 | | | — | | | — | | | — | | | 2,949 | | | — | | | 2,949 | |
| 8,007 shares due to exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 594 | | | — | | | — | | | — | | | 594 | | | — | | | 594 | |
| Issuance of 13,704 partnership units pursuant to dividend reinvestment plan | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 653 | | | 653 | |
| | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | — | | | — | | | 13,365 | | | — | | | 13,365 | | | 4,126 | | | 17,491 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,148) | | | — | | | (1,148) | | | — | | | (1,148) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.57/share) and distributions payable partnership units ($0.57/unit) | — | | | — | | | — | | | — | | | (13,625) | | | — | | | (13,625) | | | (5,292) | | | (18,917) | |
| Balance, March 31, 2022 | 185,000 | | | 239 | | | 440,151 | | | 39,650 | | | (259,506) | | | — | | | 405,534 | | | 124,925 | | | 530,459 | |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 57,821 shares pursuant to dividend reinvestment plan | — | | | 1 | | | 2,948 | | | — | | | — | | | — | | | 2,949 | | | — | | | 2,949 | |
| 19,618 shares due to share grants, exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 1,397 | | | — | | | — | | | — | | | 1,397 | | | — | | | 1,397 | |
| Issuance of 12,955 partnership units pursuant to dividend reinvestment plan | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 669 | | | 669 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | — | | | — | | | 13,016 | | | — | | | 13,016 | | | 3,981 | | | 16,997 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,148) | | | — | | | (1,148) | | | — | | | (1,148) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.59/share) and distributions payable partnership units ($0.59/unit) | — | | | — | | | — | | | — | | | (14,156) | | | — | | | (14,156) | | | (5,486) | | | (19,642) | |
| Balance, June 30, 2022 | 185,000 | | | 240 | | | 444,496 | | | 39,650 | | | (263,444) | | | — | | | 405,942 | | | 124,089 | | | 530,031 | |
| | | | | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands, except per share amounts) | Preferred Stock | | Common Stock | | Additional Paid-in Capital | | Accumulated Deficit | | Accumulated
Other Comprehensive (Loss) | | Total Saul Centers, Inc. | | Noncontrolling Interest | | Total |
| Balance, December 31, 2016 | $ | 180,000 |
| | $ | 217 |
| | $ | 328,171 |
| | $ | (188,584 | ) | | $ | (1,299 | ) | | $ | 318,505 |
| | $ | 54,744 |
| | $ | 373,249 |
|
| Issuance of common stock: | | | | | | | | | | | | | | | |
| 183,020 shares pursuant to dividend reinvestment plan | — |
| | 2 |
| | 10,825 |
| | — |
| | — |
| | 10,827 |
| | — |
| | 10,827 |
|
| 98,511 shares due to exercise of stock options and issuance of directors’ deferred stock | — |
| | 1 |
| | 5,824 |
| | — |
| | — |
| | 5,825 |
| | — |
| | 5,825 |
|
| Issuance of 95,755 partnership units pursuant to dividend reinvestment plan | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 5,798 |
| | 5,798 |
|
| Net income | — |
| | — |
| | — |
| | 36,697 |
| | — |
| | 36,697 |
| | 9,483 |
| | 46,180 |
|
| Change in unrealized loss on cash flow hedge | — |
| | — |
| | — |
| | — |
| | 374 |
| | 374 |
| | 129 |
| | 503 |
|
| Series C preferred stock distributions | — |
| | — |
| | — |
| | (6,188 | ) | | — |
| | (6,188 | ) | | — |
| | (6,188 | ) |
| Common stock distributions | — |
| | — |
| | — |
| | (22,279 | ) | | — |
| | (22,279 | ) | | (7,640 | ) | | (29,919 | ) |
| Distributions payable on Series C preferred stock ($42.97/share) | — |
| | — |
| | — |
| | (3,094 | ) | | — |
| | (3,094 | ) | | — |
| | (3,094 | ) |
| Distributions payable common stock ($0.51/share) and distributions payable partnership units ($0.51/unit) | — |
| | — |
| | — |
| | (11,211 | ) | | — |
| | (11,211 | ) | | (3,838 | ) | | (15,049 | ) |
| Balance, September 30, 2017 | $ | 180,000 |
| | $ | 220 |
| | $ | 344,820 |
| | $ | (194,659 | ) | | $ | (925 | ) | | $ | 329,456 |
| | $ | 58,676 |
| | $ | 388,132 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF EQUITY (continued) (Unaudited) |
| (Dollars in thousands, except per share amounts) | Preferred
Stock | | Common
Stock | | Additional Paid-in
Capital | | Partnership Units in Escrow | | Distributions in Excess of Accumulated Earnings | | Accumulated
Other Comprehensive
Income | | Total Saul
Centers, Inc. | | Noncontrolling
Interests | | Total |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 10,577 shares pursuant to dividend reinvestment plan | — | | | — | | | 537 | | | — | | | — | | | — | | | 537 | | | — | | | 537 | |
| 3,191 shares due to exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 423 | | | — | | | — | | | — | | | 423 | | | — | | | 423 | |
| | | | | | | | | | | | | | | | | |
| Net income | — | | | — | | | — | | | — | | | 11,950 | | | — | | | 11,950 | | | 3,563 | | | 15,513 | |
| Change in unrealized gain on cash flow hedge | — | | | — | | | — | | | — | | | — | | | 3,063 | | | 3,063 | | | 1,193 | | | 4,256 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,148) | | | — | | | (1,148) | | | — | | | (1,148) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.59/share) and distributions payable partnership units ($0.59/unit) | — | | | — | | | — | | | — | | | (14,159) | | | — | | | (14,159) | | | (5,486) | | | (19,645) | |
| Balance, September 30, 2022 | $ | 185,000 | | | $ | 240 | | | $ | 445,456 | | | $ | 39,650 | | | $ | (268,451) | | | $ | 3,063 | | | $ | 404,958 | | | $ | 123,359 | | | $ | 528,317 | |
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Dollars in thousands, except per share amounts) | Preferred
Stock | | Common
Stock | | Additional Paid-in
Capital | | Partnership Units in Escrow | | Distributions in Excess of Accumulated Earnings | | Accumulated
Other Comprehensive
Income | | Total Saul
Centers, Inc. | | Noncontrolling
Interests | | Total |
| Balance, January 1, 2021 | $ | 185,000 | | | $ | 235 | | | $ | 420,625 | | | $ | — | | | $ | (241,535) | | | $ | — | | | $ | 364,325 | | | $ | 63,208 | | | $ | 427,533 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 96,268 shares pursuant to dividend reinvestment plan | — | | | 1 | | | 2,839 | | | — | | | — | | | — | | | 2,840 | | | — | | | 2,840 | |
| 910 shares due to exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 323 | | | — | | | — | | | — | | | 323 | | | — | | | 323 | |
| Issuance of 19,493 partnership units pursuant to dividend reinvestment plan | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 575 | | | 575 | |
| 1,416,071 partnership units placed in escrow pursuant to Twinbrook contribution | — | | | — | | | — | | | 79,300 | | | — | | | — | | | 79,300 | | | — | | | 79,300 | |
| Net income | — | | | — | | | — | | | — | | | 10,262 | | | — | | | 10,262 | | | 2,533 | | | 12,795 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,148) | | | — | | | (1,148) | | | — | | | (1,148) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit) | — | | | — | | | — | | | — | | | (12,488) | | | — | | | (12,488) | | | (4,218) | | | (16,706) | |
| Balance, March 31, 2021 | 185,000 | | | 236 | | | 423,787 | | | 79,300 | | | (246,559) | | | — | | | 441,764 | | | 62,098 | | | 503,862 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 68,206 shares pursuant to dividend reinvestment plan | — | | | — | | | 2,855 | | | — | | | — | | | — | | | 2,855 | | | — | | | 2,855 | |
| 6,038 shares due to share grants, exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 705 | | | — | | | — | | | — | | | 705 | | | — | | | 705 | |
| Issuance of partnership units: | | | | | | | | | | | | | | | | | |
| 13,978 units pursuant to the dividend reinvestment plan | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 585 | | | 585 | |
| 469,740 units pursuant to the acquisition of Twinbrook leasehold interest | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 21,500 | | | 21,500 | |
| 93,674 units pursuant to the contribution of Ashbrook Marketplace | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,320 | | | 4,320 | |
| Net income | — | | | — | | | — | | | — | | | 12,746 | | | — | | | 12,746 | | | 3,373 | | | 16,119 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,149) | | | — | | | (1,149) | | | — | | | (1,149) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.55/share) and distributions payable partnership units ($0.55/unit) | — | | | — | | | — | | | — | | | (13,000) | | | — | | | (13,000) | | | (4,694) | | | (17,694) | |
| Balance, June 30, 2021 | 185,000 | | | 236 | | | 427,347 | | | 79,300 | | | (249,612) | | | — | | | 442,271 | | | 87,182 | | | 529,453 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF EQUITY (continued) (Unaudited) |
| (Dollars in thousands, except per share amounts) | Preferred
Stock | | Common
Stock | | Additional Paid-in
Capital | | Partnership Units in Escrow | | Distributions in Excess of Accumulated Earnings | | Accumulated
Other Comprehensive
Income | | Total Saul
Centers, Inc. | | Noncontrolling
Interests | | Total |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Issuance of shares of common stock: | | | | | | | | | | | | | | | | | |
| 65,171 shares pursuant to dividend reinvestment plan | — | | | 1 | | | 2,896 | | | — | | | — | | | — | | | 2,897 | | | — | | | 2,897 | |
| 743 shares due to exercise of stock options and issuance of directors’ deferred stock | — | | | — | | | 294 | | | — | | | — | | | — | | | 294 | | | — | | | 294 | |
| Issuance of 13,841 partnership units pursuant to dividend reinvestment plan | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 615 | | | 615 | |
| Net income | — | | | — | | | — | | | — | | | 13,138 | | | — | | | 13,138 | | | 3,747 | | | 16,885 | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Distributions payable preferred stock: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Series D, $38.28 per share | — | | | — | | | — | | | — | | | (1,148) | | | — | | | (1,148) | | | — | | | (1,148) | |
| Series E, $37.50 per share | — | | | — | | | — | | | — | | | (1,650) | | | — | | | (1,650) | | | — | | | (1,650) | |
| Distributions payable common stock ($0.55/share) and distributions payable partnership units ($0.55/unit) | — | | | — | | | — | | | — | | | (13,037) | | | — | | | (13,037) | | | (4,702) | | | (17,739) | |
| Balance, September 30, 2021 | $ | 185,000 | | | $ | 237 | | | $ | 430,537 | | | $ | 79,300 | | | $ | (252,309) | | | $ | — | | | $ | 442,765 | | | $ | 86,842 | | | $ | 529,607 | |
| | | | | | | | | | | | | | | | | |
The Notes to Financial Statements are an integral part of these statements.
| | | | | | | | | | | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| Nine Months Ended September 30, |
| (Dollars in thousands) | 2022 | | 2021 |
| Cash flows from operating activities: | | | |
| Net income | $ | 50,001 | | | $ | 45,799 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Loss on early extinguishment of debt | 648 | | | — | |
| | | |
| | | |
| | | |
| Depreciation and amortization of lease costs | 36,899 | | | 37,852 | |
| Amortization of deferred debt costs | 1,428 | | | 1,237 | |
| Compensation costs of stock and option grants | 1,220 | | | 1,197 | |
| Credit losses on operating lease receivables, net | (20) | | | 802 | |
| (Increase) decrease in accounts receivable and accrued income | (3) | | | 2,260 | |
| Additions to deferred leasing costs | (1,417) | | | (1,316) | |
| | | |
| Increase in other assets | (1,531) | | | (4,124) | |
| Increase in accounts payable, accrued expenses and other liabilities | 4,085 | | | 2,389 | |
| Increase in deferred income | 699 | | | 2,923 | |
| | | |
| Net cash provided by operating activities | 92,009 | | | 89,019 | |
| Cash flows from investing activities: | | | |
Acquisitions of real estate investments (1) (2) (3) | — | | | (9,011) | |
| Additions to real estate investments | (12,215) | | | (12,455) | |
| Additions to development and redevelopment projects | (72,294) | | | (17,322) | |
| | | |
| | | |
| | | |
| Net cash used in investing activities | (84,509) | | | (38,788) | |
| Cash flows from financing activities: | | | |
| Proceeds from notes payable | 199,750 | | | — | |
| Repayments on notes payable | (166,290) | | | (33,670) | |
| Proceeds from term loan facility | — | | | 25,000 | |
| Proceeds from revolving credit facility | 119,000 | | | 36,000 | |
| Repayments on revolving credit facility | (97,000) | | | (42,500) | |
| Proceeds from construction loan | — | | | 2,430 | |
| Payments of debt extinguishment costs | (593) | | | — | |
| Additions to deferred debt costs | (9,800) | | | (3,474) | |
| Proceeds from the issuance of: | | | |
| Common stock | 7,629 | | | 8,717 | |
Partnership units (1) (2) (3) | 1,322 | | | 1,775 | |
| | | |
| | | |
| | | |
| | | |
| | | |
| Distributions to: | | | |
| | | |
| Series D preferred stockholders | (3,445) | | | (3,445) | |
| Series E preferred stockholders | (4,950) | | | (4,950) | |
| Common stockholders | (41,364) | | | (37,926) | |
| Noncontrolling interests | (16,062) | | | (13,127) | |
| Net cash used in financing activities | (11,803) | | | (65,170) | |
| Net decrease in cash and cash equivalents | (4,303) | | | (14,939) | |
| Cash and cash equivalents, beginning of period | 14,594 | | | 26,856 | |
| Cash and cash equivalents, end of period | $ | 10,291 | | | $ | 11,917 | |
| Supplemental disclosure of cash flow information: | | | |
| Cash paid for interest | $ | 30,295 | | | $ | 33,738 | |
Accrued capital expenditures included in accounts payable, accrued expenses,
and other liabilities | $ | 13,955 | | | $ | 3,780 | |
|
| | | | | | | |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Unaudited) |
| | Nine months ended September 30, |
| (Dollars in thousands) | 2017 | | 2016 |
| Cash flows from operating activities: | | | |
| Net income | $ | 46,180 |
| | $ | 42,344 |
|
| Adjustments to reconcile net income to net cash provided by operating activities: | | | |
| Change in fair value of derivatives | 2 |
| | 9 |
|
| Depreciation and amortization of deferred leasing costs | 34,396 |
| | 33,478 |
|
| Amortization of deferred debt costs | 1,043 |
| | 1,003 |
|
| Non cash compensation costs of stock grants and options | 1,349 |
| | 1,282 |
|
| Provision for credit losses | 602 |
| | 1,207 |
|
| Decrease in accounts receivable and accrued income | (2,901 | ) | | (3,018 | ) |
| Additions to deferred leasing costs | (3,654 | ) | | (3,721 | ) |
| Decrease in prepaid expenses | (3,947 | ) | | (3,922 | ) |
| Increase in other assets | (817 | ) | | (1,358 | ) |
| Increase in accounts payable, accrued expenses and other liabilities | 2,991 |
| | 3,294 |
|
| Decrease in deferred income | (801 | ) | | (247 | ) |
| Net cash provided by operating activities | 74,443 |
| | 70,351 |
|
| Cash flows from investing activities: | | | |
| Acquisitions of real estate investments | (79,499 | ) | | (10,341 | ) |
| Additions to real estate investments | (12,389 | ) | | (11,271 | ) |
| Additions to development and redevelopment projects | (14,286 | ) | | (23,073 | ) |
| Proceeds from sale of property (1) | 6,688 |
| | — |
|
| Net cash used in investing activities | (99,486 | ) | | (44,685 | ) |
| Cash flows from financing activities: | | | |
| Proceeds from notes payable | 40,000 |
| | — |
|
| Repayments on notes payable | (20,303 | ) | | (18,359 | ) |
| Proceeds from revolving credit facility | 55,000 |
| | 32,000 |
|
| Repayments on revolving credit facility | (15,000 | ) | | (37,000 | ) |
| Proceeds from construction loan | 1,437 |
| | 23,126 |
|
| Additions to deferred debt costs | (2,069 | ) | | — |
|
| Proceeds from the issuance of: | | | |
| Common stock | 15,303 |
| | 17,898 |
|
| Partnership units | 5,798 |
| | 5,144 |
|
| Distributions to: | | | |
| Series C preferred stockholders | (9,281 | ) | | (9,281 | ) |
| Common stockholders | (33,350 | ) | | (29,306 | ) |
| Noncontrolling interests | (11,429 | ) | | (10,055 | ) |
| Net cash provided by (used in) financing activities | 26,106 |
| | (25,833 | ) |
| Net increase (decrease) in cash and cash equivalents | 1,063 |
| | (167 | ) |
| Cash and cash equivalents, beginning of period | 8,322 |
| | 10,003 |
|
| Cash and cash equivalents, end of period | $ | 9,385 |
| | $ | 9,836 |
|
| Supplemental disclosure of cash flow information: | | | |
| Cash paid for interest | $ | 36,889 |
| | $ | 34,835 |
|
| Increase (decrease) in accrued real estate investments and development costs | $ | 992 |
| | $ | (6,351 | ) |
|
(1) ProceedsThe 2021 acquisition of real estate and proceeds from salethe issuance of propertypartnership units each excludes $1,275 of seller financing$79,300 in connection with the salecontribution of Twinbrook Quarter by the B. F. Saul Real Estate Investment Trust in exchange for limited partnership units held in escrow. Half of the Company's Great Eastern property.units held in escrow were released on October 18, 2021. The remaining units held in escrow are scheduled to be released on October 18, 2023.
(2) The 2021 acquisition of real estate and proceeds from the issuance of partnership units each excludes $21,500 in connection with the contribution of the Twinbrook Quarter leasehold interest in exchange for limited partnership units.
(3) The 2021 acquisition of real estate and proceeds from the issuance of partnership units each excludes $4,320 in connection with the issuance of additional limited partnership units to B. F. Saul Real Estate Investment Trust as additional consideration pursuant to the terms of the 2016 contribution agreement, as amended, related to Ashbrook Marketplace.
The Notes to Financial Statements are an integral part of these statements.
Notes to Consolidated Financial Statements (Unaudited)
| |
1. | Organization, Formation and Structure |
1. Organization, Basis of Presentation
Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers.
Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B. F. Saul Real Estate Investment Trust, the B. F. SaulThe Company, and certain other affiliated entities, eachwhich conducts all of which is controlled by B. Francis Saul II and his family members (collectively, the “Saul Organization”). On August 26, 1993, members of the Saul Organization transferred toits activities through its subsidiaries, Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the “Operating Partnership”), and two newly formed subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “Partnerships”), shopping center and mixed-use properties and the management functions related to the transferred properties. Since its formation, the Company has developed and purchased additional properties.
The following table lists the significant properties acquired, in development and disposed since December 31, 2015.
|
| | | | | |
Name of Property | Location | | Type | | Year of Acquisition/ Development/Disposition |
Acquisitions | | | | | |
700 N. Glebe Road | Arlington, VA | | Development | | 2016 |
Burtonsville Town Square | Burtonsville, MD | | Shopping Center | | 2017 |
Developments | | | | | |
Park Van Ness | Washington, DC | | Mixed-Use | | 2013-2016 |
750 N. Glebe Road | Arlington, VA | | Mixed-Use | | 2017 |
Dispositions | | | | | |
Crosstown Business Center | Tulsa, OK | | Mixed-Use | | 2016 |
Great Eastern | District Heights, MD | | Shopping Center | | 2017 |
As of September 30, 2017, the Company’s properties (the “Current Portfolio Properties”) consisted of 49 shopping center properties (the “Shopping Centers”), six mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and three (non-operating) development properties.
| |
2. | Summary of Significant Accounting Policies |
Nature of Operations
The Company, which conducts all of its activities through its subsidiaries, the Operating Partnership and Subsidiary Partnerships, engages in the ownership, operation, management, leasing, acquisition, renovation, expansion, development and financing of community and neighborhood shopping centers and mixed-use properties, primarily in the Washington, DC/Baltimore metropolitan area.
As of September 30, 2022, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), seven mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and four (non-operating) development properties.
Because the properties are located primarily in the Washington, DC/Baltimore metropolitan area, the Company is subject to a concentration of credit risk related to these properties. A majority of the Shopping Centers are anchored by one or more major tenants. As of September 30, 2017, 322022, 33 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Excluding the impact of a $3.6 million termination fee from Albertson's/Safeway, two tenants individually accounted for 2.5% or more of the Company’s total revenue for the nine months endedSeptember 30, 2017. Giant Food, a tenant at ten11 Shopping Centers, and Capital One, a tenant at 18 properties, individually accounted for 4.6% and 2.8%, respectively,5.2% of the Company's total revenue for the nine months ended September 30, 2017.
Notes to Consolidated Financial Statements (Unaudited)
Principles of Consolidationthe Company’s total revenue, excluding lease termination fees, for the nine months ended September 30, 2022.
The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Operating Partnership and Subsidiary Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of September 30, 2022 and December 31, 2021, are comprised of the assets and liabilities of the Operating Partnership. Debt arrangements subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation.
The Operating Partnership is a variable interest entity ("VIE"(“VIE”) of the Company because the limited partners do not have substantive kick-out or participating rights. The Company is the primary beneficiary of the Operating Partnership because it has the power to direct theits activities of the Operating Partnership and the rights to absorb 74.3%72.0% of theits net income of the Operating Partnership.income. Because the Operating Partnership was previouslyis consolidated into the financial statements of the Company, classification of it as a VIE hadhas no impact on the consolidated financial statements of the Company.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of Saul Centers, Inc.the Company for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of Saul Centers, Inc.the Company for the year ended December 31, 2016,2021, which are included in its Annual Report on Form 10-K. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those instructions. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.
Notes to Consolidated Financial Statements (Unaudited)
2. Summary of Significant Accounting Policies
Our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021 have not changed significantly in amount or composition.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions relate to collectability of operating lease receivables and impairment of real estate properties. Actual results could differ from those estimates.
Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts
Accounts receivable are primarily represent amounts currentlycomprised of rental and reimbursement billings due from tenants, in accordance withand straight-line rent receivables representing the termscumulative amount of the respective leases. Receivables are reviewed monthly and reserves are established with a chargeadjustments necessary to current period operations when, in the opinion of management, collection of the receivable is doubtful. Accounts receivable in the accompanying financial statements are shown net of an allowance for doubtful accounts of approximately $0.3 million and $2.0 million at September 30, 2017 and December 31, 2016, respectively.
In addition to rents due currently, accounts receivable includes approximately $44.0 million and $43.1 million, at September 30, 2017 and December 31, 2016, respectively, net of allowance for doubtful accounts totaling $0.1 million and $0.5 million, respectively, representing minimumpresent rental income accrued on a straight-line basis. Individual leases are assessed for collectability and, upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be paid by tenants overprobable. Further, we assess whether operating lease receivables, at the remaining termportfolio level, are appropriately valued based upon an analysis of their respective leases.
Assets Held for Sale
The Company considers properties to be assets held for sale when allbalances outstanding, historical bad debt levels and current economic trends. As of September 30, 2022, of the following criteria are met:$9.4 million of rents previously deferred, $8.0 million has come due and $0.3 million has been written off. Of the amounts that have come due, $7.6 million, or approximately 95%, has been paid.
management commits to a plan to sell a property;At September 30, 2022 and December 31, 2021, accounts receivable was comprised of:
it is unlikely that the disposal plan will be significantly modified or discontinued; | | | | | | | | | | | | |
| (In thousands) | September 30, 2022 | | December 31, 2021 | |
| Rents currently due | $ | 7,204 | | | $ | 8,484 | | |
| Deferred rents | 1,416 | | | 2,872 | | |
| Straight-line rent | 45,653 | | | 46,239 | | |
| Other receivables | 6,538 | | | 4,146 | | |
| Allowance for doubtful accounts | (2,129) | | | (3,082) | | |
| | | | |
| Total | $ | 58,682 | | | $ | 58,659 | | |
the property is available for immediate sale in its present condition;Reclassifications
actions required to complete the sale of the propertyCertain reclassifications have been initiated;
sale of the property is probable and the Company expects the completed sale will occur within one year; and
the property is actively being marketed for sale at a price that is reasonable given its current market value.
The Company must make a determination asmade to the point in time that it is probable that a sale will be consummated, which generally occurs when an executed sales contract has no contingenciesprior year financial statements to conform to the presentation used as of and for the prospective buyer has significant funds at risk to ensure performance. Upon designation as an asset held for sale, the Company records the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases depreciation. As of nine months ended September 30, 2017, the Company had no assets designated as held-for-sale.
2022.
Notes to Consolidated Financial Statements (Unaudited)
Cash and Cash Equivalents
Cash and cash equivalents include short-term investments. Short-term investments include money market accounts and other investments which generally mature within three months, measured from the acquisition date, and/or are readily convertible to cash.3. Real Estate
Construction In Progress
Construction in progress includes land, preconstruction and development costs of active projects. Preconstruction costs include legal, zoning and permitting costs and other project carrying costs incurred prior to the commencement of construction. Development costs include direct construction costs and indirect costs incurred subsequent to the start of construction such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance.
Construction in progress as of September 30, 20172022 and December 31, 2016,2021, is composed of the following:
| | | | | | | | | | | | | | |
| (In thousands) | | September 30, 2022 | | December 31, 2021 |
| Twinbrook Quarter | | $ | 203,815 | | | $ | 138,069 | |
| Hampden House | 70,912 | | | 56,898 | |
| | | | |
| | | | |
| Other | | 11,083 | | | 10,944 | |
| Total | | $ | 285,810 | | | $ | 205,911 | |
|
| | | | | | | | |
| (in thousands) | | September 30, 2017 | | December 31, 2016 |
| Glebe Road | | $ | 73,514 |
| | $ | 58,147 |
|
| Other | | 6,649 |
| | 5,423 |
|
| Total | | $ | 80,163 |
| | $ | 63,570 |
|
Deferred Debt CostsWe lease Shopping Centers and Mixed-Use Properties to lessees in exchange for monthly payments that cover rent, and, where applicable, reimbursement for property taxes, insurance, and certain property operating expenses. Our leases have been determined to be operating leases and generally range in term from one to 15 years.
Deferred debt costs consistSome of fees and costs incurredour leases have termination options and/or extension options. Termination options allow the lessee and/or lessor to obtain long-term financing, construction financing andterminate the revolving line of credit. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $6.8 million and $7.5 million, net of accumulated amortization of $8.3 million and $7.3 million, at September 30, 2017 and December 31, 2016, respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets. At September 30, 2017, deferred debt costs totaling $1.7 million, related to the Glebe Road construction loan, which has no outstanding balance, are included in Other Assets in the Consolidated Balance Sheet.
Deferred Income
Deferred income consists of payments received from tenantslease prior to the time theyend of the lease term, provided certain conditions are earnedmet. Termination options generally require advance notification from the lessee and/or lessor and payment of a termination fee. Termination fees are recognized as revenue over the modified lease term. Extension options are subject to terms and conditions stated in the lease.
An operating lease right of use asset and corresponding lease liability related to our headquarters sublease are reflected in other assets and other liabilities, respectively. The sublease expires on February 28, 2027. The right of use asset and corresponding lease liability totaled $3.4 million and $3.4 million, respectively, at September 30, 2022.
Due to the business disruptions and challenges affecting the global economy caused by the novel strain of coronavirus (“COVID-19”) pandemic, many lessees requested rent relief, including rent deferrals and other lease concessions. The lease modification guidance in Accounting Standards Update 2016-02, “Accounting for Leases” (“ASU 2016-02”) does not contemplate the rapid execution of concessions for multiple tenants in response to sudden liquidity constraints of lessees. In April 2020, the staff of the Financial Accounting Standards Board issued a question and answer document that provided guidance allowing the Company as revenue, including tenant prepaymentto elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company elected to apply such relief, which, in the case of rent for future periods, real estate taxes when the taxing jurisdiction has a fiscal year differing from the calendar year, reimbursements specifieddeferrals, results in the lease agreement and tenant construction work provided byaccrual of rent due from tenants. The Company will continue to monitor the Company. In addition, deferred income includes the fair valuecollectability of certain below market leases.rent receivables.
Deferred Leasing Costs
Deferred leasing costs primarily consist of commissions paid to third-party leasing agents, internalinitial direct costs such as employee compensationincurred in connection with successful property leasing and payroll-related fringe benefits directly related to time spent performing leasing-related activities for successful commercial leases, amounts attributed to in-place leases associated with acquired propertiesproperties. Such amounts are capitalized and amortized, using the straight-line method, over the term of the lease or the remaining term of an acquired lease. Initial direct costs primarily consist of leasing commissions, which are costs paid to third-party brokers and lease inducement costs. Leasing related activities include evaluatingcommissions paid to certain employees that are incremental to obtaining a lease and would not have been incurred if the prospective tenant’s financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing the transaction.had not been obtained. Unamortized deferred leasing costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Deferred leasing costs are amortized over the term of the lease or remaining term of acquired leases. Collectively, deferred leasing costs totaled $27.7$22.2 million and $26.0$24.0 million,, net of accumulated amortization of $34.0$50.8 million and $30.4$48.7 million,, as of September 30, 20172022 and December 31, 2016,2021, respectively. Amortization expense, included in depreciation and amortization of deferred leasinglease costs in the consolidated statementsConsolidated Statements of operations,Operations, totaled $4.1$3.2 million and $4.4$3.6 million for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively.
Derivative Financial Instruments
The Company may, when appropriate, employ derivative instruments, such as interest-rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivative or other financial instruments for trading or speculative purposes. Derivative financial instruments are carried at fair value as either assets or liabilities in the consolidated balance sheets. For those derivative instruments that qualify and are designated as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or a cash flow hedge. For those derivative instruments that qualify and are designated as hedging instruments, the effective portion of the gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and recognized in earnings within
Notes to Consolidated Financial Statements (Unaudited)
the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a derivative instrument is immediately recognized in earnings. For derivative instruments that do not qualify, or that qualify and are not designated, as hedging instruments, changes in fair value are immediately recognized in earnings.
Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the derivative instrument. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions as determined by management, and therefore, it believes that the likelihood of realizing losses from counterparty non-performance is remote.
Income Taxes
The Company made an election to be treated, and intends to continue operating so as to qualify, as a REIT under the Code, commencing with its taxable year ended December 31, 1993. A REIT generally will not be subject to federal income taxation, provided that distributions to its stockholders equal or exceed its REIT taxable income and it complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements.
Legal Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of such matters will not have a material adverse effect on its financial position or results of operations. Upon determination that a loss is probable to occur and can be reasonably estimated, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine.
Postemployment Benefits
From time to time, the Company may enter into an arrangement with an employee at the time of the employee’s separation from service whereby the employee will receive certain payments in exchange for certain releases, covenants not to compete, or other promises. If no future services are required in order for the employee to receive the payments, the Company estimates the amount of payments to be made over the life of the arrangement and records that amount as an expense as of the date of the arrangement with a corresponding liability representing the amount to be paid in the future.
Predevelopment Expenses
Predevelopment expenses represent certain costs incurred by the Company in connection with active development and redevelopment projects and include, for example, costs related to the early termination of tenant leases and demolition of existing structures.
Real Estate Investment Properties
The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their relative fair values. The fair value of buildings generally is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates and considers the present value of all cash flows expected to be generated by the property including an initial lease up period. From time to time the Company may purchase a property for future development purposes. The Company determines the fair value of above and below market intangibles associated with in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition taking into consideration the remaining contractual lease period, renewal periods, and the likelihood of the tenant exercising its renewal options. The fair value of below market lease intangibles is recorded as deferred income and accreted as additional revenue over the remaining contractual lease period and any renewal option periods included in the valuation analysis. The fair value of above market lease intangibles is recorded as a deferred asset and amortized as a reduction of revenue over the remaining contractual lease term. The Company determines the fair value of at-market in-place leases considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period and carrying costs associated with the lease-up period. Intangible assets associated with at-market in-place leases are amortized as additional expense over the remaining contractual lease term. To the extent customer relationship intangibles are present in an acquisition, the fair values of the intangibles are amortized over the lives of the customer relationships. The Company has never recorded a customer
Notes to Consolidated Financial Statements (Unaudited)
relationship intangible asset. Effective with the adoption of ASU 2017-01 in January 2017, acquisition-related transaction costs are generally capitalized to the basis of the acquired asset.
If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected. The Company did not recognize an impairment loss on any of its real estate during the nine months endedSeptember 30, 2017 and 2016.
Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under development and construction. Upon substantial completion of construction and the placement of the assets into service, rental income, real estate tax expense, property operating expenses (consisting of payroll, repairs and maintenance, utilities, insurance and other property related expenses) and depreciation are included in current operations and capitalization of interest ceases. Property operating expenses are charged to operations as incurred. Interest capitalized totaled $2.5 million and $1.8 million for the nine months endedSeptember 30, 2017 and 2016, respectively. Commercial development projects are considered substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Multi-family residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects.
Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvement expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvements, using the straight-line method. Depreciation expense in the Consolidated Statements of Operations totaled $30.3$33.7 million and $29.0$34.2 million for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively. Repairs and maintenance expense totaled $8.5$11.1 million and $9.2$10.2 million for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively, and is included in property operating expenses in the Consolidated Statements of Operations.
Revenue RecognitionAs of September 30, 2022, we have not identified any impairment triggering events, including the impact of COVID-19 and corresponding tenant requests for rent relief. Therefore, under applicable GAAP guidance, no impairment charges were recorded.
Rental
4. Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership
As of September 30, 2022, the B. F. Saul Company and certain other affiliated entities, each of which is controlled by B. Francis Saul II and his family members, (collectively, the “Saul Organization”) held an aggregate 26.6% limited partnership interest incomein the Operating Partnership represented by approximately 8.8 million convertible limited partnership units. These units are accrued as earned. Recognitionconvertible into shares of rental income commences when controlSaul Centers’ common stock, at the option of the space has been givenunit holder, on a one-for-one basis provided that, in accordance with the Company’s Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns or will own after the exercise, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of September 30, 2022, approximately 748,000 units could be converted into shares of Saul Centers common stock.
As of September 30, 2022, a third party investor holds a 1.4% limited partnership interest in the Operating Partnership represented by 469,740 convertible limited partnership units. At the option of the unit holder, these units are convertible into shares of Saul Centers’ common stock on a one-for-one basis; provided that, in lieu of the delivery of Saul Centers’ common stock, Saul Centers may, in its sole discretion, deliver cash in an amount equal to the tenant. When rental payments due under leases vary from a straight-line basis becausevalue of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portionsuch Saul Centers’ common stock.
The impact of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs, and are recognizedthe aggregate 28.0% limited partnership interest in the period in which the expenses are incurred. Rental income based on a tenant’s revenue (“percentage rent”)Operating Partnership held by parties other than Saul Centers is accrued when a tenant reports sales that exceed a breakpoint specifiedreflected as Noncontrolling Interests in the lease agreement.
Stock-based Employee Compensation, Stock Planaccompanying consolidated financial statements. Weighted average fully diluted partnership units and Deferred Compensation Plancommon stock outstanding for Directorsthe three months ended September 30, 2022 and 2021, was approximately 34.0 million and 33.7 million, respectively, and for the nine months ended September 30, 2022 and 2021, was approximately 34.0 million and 32.9 million, respectively.
The Company usespreviously issued 708,035 limited partnership units related to the fair value methodcontribution of Twinbrook Quarter that are held in escrow and will be released on October 18, 2023. Until such time as the units are released from escrow, they are not eligible to valuereceive distributions from the Operating Partnership.
5. Notes Payable, Bank Credit Facility, Interest and accountAmortization of Deferred Debt Costs
At September 30, 2022, the Company had a $525.0 million senior unsecured credit facility (the “Credit Facility”) comprised of a $425.0 million revolving credit facility and a $100.0 million term loan. The revolving credit facility matures on August 29, 2025, which may be extended by the Company for employee stock options.one additional year, subject to satisfaction of certain conditions. The fair value of options grantedterm loan matures on February 26, 2027, and may not be extended. Through October 2, 2022, interest accrues at the London Interbank Offered Rate (“LIBOR”) plus an applicable spread, which is determined by certain leverage tests. Effective October 3, 2022, in conjunction with the execution of the First Amendment to the Credit Facility, interest accrues at the timeSecured Overnight Financing Rate (“SOFR”) plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As of each award usingSeptember 30, 2022, the Black-Scholes model, a widely used methodapplicable spread for valuing stock-based employee compensation,borrowings was 140 basis points related to the revolving credit facility and 135 basis points related to the following assumptions: (1) Expected Volatility determined usingterm loan. Letters of credit may be issued under the most recent trading historyCredit Facility. On September 30, 2022, based on the value of the Company’s common stock (month-end closing prices) corresponding tounencumbered properties, approximately $248.8 million was available under the average expected termCredit Facility, $228.0 million was outstanding and approximately $185,000 was committed for letters of the options; (2) Average Expected Term of the options is based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield rates, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.
credit.
Notes to Consolidated Financial Statements (Unaudited)
On August 23, 2022, the Company entered into two floating-to-fixed interest rate swap agreements to manage the interest rate risk associated with $100.0 million of its variable-rate debt. The effective date of each swap agreement is October 3, 2022 and each has a $50.0 million notional amount. One agreement terminates on October 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates on October 1, 2030 and effectively fixes SOFR at 2.91%. Because the interest-rate swaps effectively fix SOFR for $100.0 million of variable-rate debt, unless otherwise indicated, $100.0 million of variable-rate debt will be treated as fixed-rate debt for disclosure purposes as of September 30, 2022. The Company has designated the agreements as cash flow hedges for accounting purposes.
As of September 30, 2022, the fair value of the interest-rate swaps totaled approximately $4.3 million, which is included in Other assets in the Consolidated Balance Sheets. The increase in value from inception of the swaps is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income.
On February 23, 2022, the Company closed on a stock plan,$133.0 million construction-to-permanent loan, the proceeds of which will be used to partially fund Hampden House. The loan matures in 2040, bears interest at a fixed rate of 3.90%, and requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the first quarter of 2026, and thereafter, monthly principal and interest payments based on a 25-year amortization schedule will be required.
On March 11, 2022, the Company repaid in full the remaining principal balance of $28.3 million of the mortgage loan secured by Lansdowne Town Center, which was originally approvedscheduled to mature in 2004, amendedJune 2022.
On June 7, 2022, the Company repaid in 2008 and 2013 and which expires in 2023, forfull the purposeremaining principal balance of attracting and retaining executive officers, directors and other key personnel (the “Stock Plan”). Pursuant to the Stock Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of its directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. A director may make an annual election to defer all or part of his or her director’s fees and has the option to have the fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If the director elects to have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price$8.6 million of the Company’s common stockmortgage loan secured by Orchard Park, which was scheduled to mature in September 2022.
On August 4, 2022, the Company closed on a 15-year, non-recourse, $25.3 million mortgage secured by Village Center. The loan matures in 2037, bears interest at a fixed-rate of 4.14%, requires monthly principal and interest payments of $135,200 based on a 25-year amortization schedule and requires a final payment of $13.4 million at maturity. Proceeds were used to repay the remaining balance of approximately $11.2 million on the first trading dayexisting mortgage and reduce the outstanding balance of the following quarterrevolving credit facility. A loss on early extinguishment of debt of $0.4 million was recognized.
On August 24, 2022, the Company closed on a 7-year, non-recourse, $31.5 million mortgage secured by Great Falls Center. The loan matures in 2029, bears interest at a fixed-rate of 3.91%, requires monthly principal and interest payments of $164,700 based on a 25-year amortization schedule and requires a final payment of $25.7 million at maturity. Proceeds were used to determinerepay the numberremaining balance of shares to be credited toapproximately $8.0 million on the director. As of September 30, 2017,existing mortgage and reduce the director's deferred fee accounts comprise 181,899 shares.
The Compensation Committee has also approved an annual award of sharesoutstanding balance of the Company’s common stock as additional compensationrevolving credit facility. A loss on early extinguishment of debt of $0.2 million was recognized.
On September 6, 2022, the Company closed on a 15-year, non-recourse, $143.0 million mortgage secured by Beacon Center and Seven Corners Center. The loan matures in 2037, bears interest at a fixed-rate of 5.05%, requires monthly principal and interest payments of $840,100 based on a 25-year amortization schedule and requires a final payment of $79.9 million at maturity. Proceeds were used to each director servingrepay the remaining balance of approximately $85.3 million on the Board of Directors asexisting mortgages and reduce the outstanding balance of the record date forrevolving credit facility. This transaction was treated as a modification of the Annual Meetingoriginal debt agreement. A prepayment penalty of Stockholders. The shares are awarded$5.9 million was incurred, which will be deferred and amortized as interest expense over the life of each Annual Meeting of Stockholders,the loan and their issuance may not be deferred.is included as a reduction to notes payable, net in the Consolidated Balance Sheets.
Noncontrolling Interests
Saul Centers is the sole general partnerand certain consolidated subsidiaries of the Operating Partnership owning a 74.3% common interest ashave guaranteed the payment obligations ofSeptember 30, 2017. Noncontrolling interests in the Operating Partnership under the Credit Facility. The Operating Partnership is comprisedthe guarantor of limited partnership units owned(a) a portion of the Broadlands mortgage (approximately $3.7 million of the $29.1 million outstanding balance at September 30, 2022), (b) a portion of the Avenel Business Park mortgage (approximately $6.3 million of the $23.2 million outstanding balance at September 30, 2022), (c) a portion of The Waycroft mortgage (approximately $23.6 million of the $153.6 million outstanding balance at September 30, 2022), (d) the Ashbrook Marketplace mortgage (totaling $21.0 million at September 30, 2022), and (e) the mortgage secured by Kentlands Place, Kentlands Square I and Kentlands Pad (totaling $28.4 million at September 30, 2022). All other notes payable are non-recourse.
The principal amount of the Saul Organization. Noncontrolling interestsCompany’s outstanding debt totaled approximately $1.2 billion at September 30, 2022, of which approximately $1.1 billion was fixed-rate debt and approximately $128.0 million was variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.0 billion as of September 30, 2022.
Notes to Consolidated Financial Statements (Unaudited)
At December 31, 2021, the principal amount of the Company’s outstanding debt totaled approximately $1.2 billion, of which $949.0 million was fixed rate debt and $206.0 million was variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.1 billion as of December 31, 2021.
At September 30, 2022, the scheduled maturities of debt, including scheduled principal amortization, for years ending December 31, were as follows:
| | | | | | | | | | | | | | | | | |
| (In thousands) | Balloon
Payments | | Scheduled
Principal
Amortization | | Total |
| October 1 through December 31, 2022 | $ | — | | | $ | 8,050 | | | $ | 8,050 | |
| 2023 | 9,225 | | | 32,938 | | | 42,163 | |
| 2024 | 50,117 | | | 33,575 | | | 83,692 | |
| 2025 | 148,363 | | (a) | 31,437 | | | 179,800 | |
| 2026 | 134,088 | | | 28,076 | | | 162,164 | |
| 2027 | 100,000 | | (b) | 23,469 | | | 123,469 | |
| Thereafter | 440,093 | | | 171,057 | | | 611,150 | |
| Principal amount | $ | 881,886 | | | $ | 328,602 | | | 1,210,488 | |
| Unamortized deferred debt costs | | | | | 16,288 | |
| Net | | | | | $ | 1,194,200 | |
(a) Includes $128.0 million outstanding under the Credit Facility.
(b) Includes $100.0 million outstanding under the Credit Facility.
Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the Credit Facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $16.3 million and $11.2 million, net of accumulated amortization of $7.4 million and $7.7 million, at September 30, 2022 and December 31, 2021, respectively, and are reflected onas a reduction of the accompanying consolidated balance sheets is increasedrelated debt in the Consolidated Balance Sheets.
Interest expense, net and amortization of deferred debt costs for earnings allocated to limited partnership intereststhe three and distributions reinvested in additional units,nine months ended September 30, 2022 and is decreased for limited partner distributions. Noncontrolling interests reflected on the2021, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | 2022 | | 2021 | | 2022 | | 2021 |
| Interest incurred | $ | 13,627 | | | $ | 12,481 | | | $ | 38,408 | | | $ | 38,062 | |
| Amortization of deferred debt costs | 486 | | | 425 | | | 1,428 | | | 1,237 | |
| Capitalized interest | (3,002) | | | (1,991) | | | (7,663) | | | (4,734) | |
| Interest expense | 11,111 | | | 10,915 | | | 32,173 | | | 34,565 | |
| Less: Interest income | 8 | | | 1 | | | 11 | | | 6 | |
| Interest expense, net and amortization of deferred debt costs | $ | 11,103 | | | $ | 10,914 | | | $ | 32,162 | | | $ | 34,559 | |
6. Equity
The consolidated statements of operations represents earnings allocatedfor the nine months ended September 30, 2022 and 2021, reflect noncontrolling interests of $11.7 million and $9.7 million, respectively, representing income attributable to limited partnership interests.units not held by Saul Centers.
At September 30, 2022, the Company had outstanding 3.0 million depositary shares, each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock (the “Series D Stock”). The depositary shares may be redeemed at the Company’s option, in whole or in part, on or after January 23, 2023, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.53125 per share, equivalent to 6.125% of the $25.00 liquidation preference. The Series D Stock has no stated maturity, is not subject to any
Notes to Consolidated Financial Statements (Unaudited)
sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
At September 30, 2022, the Company had outstanding 4.4 million depositary shares, each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock (the “Series E Stock”). The depositary shares may be redeemed at the Company’s option, in whole or in part, on or after September 17, 2024, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.50 per share, equivalent to 6.000% of the $25.00 liquidation preference. The Series E Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
Per Share Data
Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units and employee stock options are the Company’s potentially dilutive securities. For all periods presented, the convertible limited partnership units are non-dilutive. The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and dilutive,diluted, the effect of dilutive options and the number of options which are not dilutive because the average price of the Company'sCompany’s common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution.
| | | | | | | | | | | | | | | | | | | | | | | |
| Average Shares/Options Outstanding |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | 2022 | | 2021 | | 2022 | | 2021 |
| Weighted average common stock outstanding-Basic | 23,997 | | | 23,692 | | | 23,948 | | | 23,619 | |
| Effect of dilutive options | 2 | | | 4 | | | 11 | | | 2 | |
| Weighted average common stock outstanding-Diluted | 23,999 | | | 23,696 | | | 23,959 | | | 23,621 | |
| Non-dilutive options | 1,542 | | | 1,350 | | | 1,328 | | | 1,474 | |
| Years non-dilutive options were issued | 2014 through 2020 and 2022 | | 2014 through 2020 | | 2014 through 2020 and 2022 | | 2011 and 2014 through 2020 |
| | | | | | | |
7. Related Party Transactions
|
| | | | | | | | | | | |
| | As of or for the three months ended September 30, | | As of or for the nine months ended September 30, |
| (In thousands) | 2017 | | 2016 | | 2017 | | 2016 |
| Weighted average common stock outstanding-Basic | 21,942 |
| | 21,597 |
| | 21,844 |
| | 21,448 |
|
| Effect of dilutive options | 86 |
| | 182 |
| | 105 |
| | 96 |
|
| Weighted average common stock outstanding-Diluted | 22,028 |
| | 21,779 |
| | 21,949 |
| | 21,544 |
|
| Non-dilutive options | — |
| | — |
| | — |
| | 172 |
|
| Years non-dilutive options were issued | | | | | | | 2007, 2015, and 2016 |
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-09, “Revenue from Contracts with Customers” and subsequently issued several related ASUs (collectively
“ASU 2014-09”). ASU 2014-09 will replace most existing revenue recognition guidance and will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years and early adoption is not permitted. ASU 2014-09 must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the first date of application. We believe that the adoption of ASU 2014-09 will not have a material impact on our consolidated financial statements because the majority of our revenue is not within the scope of the guidance; however, we continue to evaluate that assessment. We have not yet selected a transition method.
In February 2016, the FASB issued ASU 2016-02, ‘‘Leases’’ (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, interim periods within those years, and requires a modified retrospective transition approach for all leases existing at the
Notes to Consolidated Financial Statements (Unaudited)
date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation" ("ASU 2016-09"). ASU 2016-09 simplifies the accounting for several aspects of share-based payments including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years. The transition method varies based on the specific amendment. The adoption of ASU 2016-09 effective January 1, 2017, did not have a material impact on the Company's consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses" ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of information to support credit loss estimates. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those years. We are evaluating the impact that
ASU 2016-13 will have on our consolidated financial statements and related disclosures.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash”
(“ASU 2016-18”). ASU 2016-18 requires that the Statement of Cash Flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. We are currently evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" ("ASU 2017-01"). ASU 2017-01 provides that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective prospectively for annual periods beginning after December 15, 2017, and interim periods within those years. Early application is permitted for transactions for which the acquisition date occurs before the effective date provided the transaction has not been reported in the financial statements. The Company adopted ASU 2017-01 effective January 1, 2017, the effect of which, for asset acquisitions, was (a) the capitalization of acquisition costs, instead of expense, and (b) recordation of acquired assets and assumed liabilities at relative fair value, instead of fair value.
Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the nine months endedSeptember 30, 2017.
| |
3. | Real Estate Acquired and Sold |
700 N. Glebe Road
In August 2016, the Company purchased for $7.2 million, including acquisition costs, 700 N. Glebe Road in Arlington, Virginia. The property is contiguous with three other properties owned by the Company.
Thruway Pad
In August 2016, the Company purchased for $3.1 million, a retail pad site with an occupied bank building in
Winston Salem, North Carolina, and incurred acquisition costs of $60,400. The property is contiguous with and an expansion of the Company's Thruway asset.
Beacon Center
In November 2016, the Company purchased for $22.5 million the land underlying Beacon Center. The land was previously leased by the Company with an annual rent of approximately $60,000. The purchase price was funded in part by an $11.25 million increase to the existing mortgage collateralized by Beacon Center and in part by the revolving credit facility.
Southdale
In November 2016, the Company purchased for $15.0 million the land underlying Southdale. The land was previously leased by the Company with an annual rent of approximately $60,000. The purchase price was funded by the revolving credit facility.
Notes to Consolidated Financial Statements (Unaudited)
Burtonsville Town Square
In January 2017, the Company purchased for $76.4 million, including acquisition costs, Burtonsville Town Square located in Burtonsville, Maryland.
Olney Shopping Center
In March 2017, the Company purchased for $3.0 million the land underlying Olney Shopping Center. The land was previously leased by the Company with an annual rent of approximately $56,000. The purchase price was funded by the revolving credit facility.
Crosstown Business Center
In December 2016, the Company sold for $5.4 million the197,100 square foot Crosstown Business Center located in Tulsa, Oklahoma and recognized a $1.0 million gain.
Great Eastern Shopping Center
In September 2017, the Company sold for $8.5 million the 255,400 square foot Great Eastern Shopping Center located in District Heights, Maryland. The Company provided $1.28 million second trust financing to the buyer, which bears interest at a fixed rate of 6%, matures in March 2018 and can be extended for six months at the option of the buyer. A $0.5 million gain realized on the sale was deferred and will be recognized when the loan is repaid by the buyer.
Allocation of Purchase Price of Real Estate Acquired
The Company allocates the purchase price of real estate investment properties to various components, such as land, buildings and intangibles related to in-place leases and customer relationships, based on their relative fair values or fair values. See Note 2. Summary of Significant Accounting Policies-Real Estate Investment Properties.
During 2016, the Company purchased two properties at a cost of $10.3 million and incurred acquisition costs of $60,400. Of the total purchase price, $9.4 million was allocated to land, $0.9 million was allocated to buildings, $0.1 million was allocated to in-place leases and ($0.1) million was allocated to below market rent.
During 2017, the Company purchased one property at a cost of $76.4 million, including acquisition costs. Of the total purchase price, $45.8 million was allocated to building, $28.4 million was allocated to land, $0.6 million was allocated to above-market leases, $2.2 million was allocated to in-place leases and $(0.6) million was allocated to below market rent.
| |
4. | Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership |
As of September 30, 2017, the Saul Organization holds a 25.7% limited partnership interest in the Operating Partnership represented by approximately 7.5 million convertible limited partnership units. These units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on a one-for-one basis provided that, in accordance with the Saul Centers, Inc. Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of September 30, 2017, approximately 750,000 units were convertible into shares of Saul Centers common stock.
The impact of the Saul Organization’s approximately 25.7% limited partnership interest in the Operating Partnership is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Fully converted partnership units and diluted weighted average common stock outstanding for the three months ended September 30, 2017 and 2016, were approximately 29.5 million and 29.2 million, respectively, and for the nine months ended September 30, 2017 and 2016, were approximately 29.4 million and 28.9 million, respectively.
| |
5. | Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs |
The principal amount of the Company’s outstanding debt totaled approximately $968.9 million at September 30, 2017, of which approximately $865.7 million was fixed-rate debt and approximately $103.2 million was variable rate debt, including
$89.0 million outstanding on the Company's unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.0 billion as of September 30, 2017.
At September 30, 2017, the Company had a $275.0 million unsecured revolving credit facility, which can be used for working capital, property acquisitions, development projects or letters of credit. The revolving credit facility matures on June 23, 2018, and may be extended by the Company for one additional year subject to the Company’s satisfaction of certain conditions. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment
Notes to Consolidated Financial Statements (Unaudited)
obligations of the Operating Partnership under the revolving credit facility. Letters of credit may be issued under the revolving credit facility. On September 30, 2017, based on the value of the Company’s unencumbered properties, approximately $185.8 million was available under the line, $89.0 million was outstanding and approximately $185,000 was committed for letters of credit. The interest rate under the facility is variable and equals the sum of one-month LIBOR and a margin that is based on the Company’s leverage ratio, and which can range from 145 basis points to 200 basis points. As of September 30, 2017, the margin was 145 basis points.
Effective September 1, 2017, the Company's $71.6 million construction-to-permanent loan, which is fully drawn and secured by Park Van Ness, converted to permanent financing. The loan matures in 2032, bears interest at a fixed rate of 4.88%, requires monthly principal and interest payments of $413,460 based on a 25-year amortization schedule and requires a final payment of $39.6 million at maturity.
On January 18, 2017, the Company closed on a 15-year, non-recourse $40.0 million mortgage loan secured by Burtonsville Town Square. The loan matures in 2032, bears interest at a fixed rate of 3.39%, requires monthly principal and interest payments of $197,900 based on a 25-year amortization schedule and requires a final payment of $20.3 million at maturity.
On August 14, 2017, the Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially fund the Glebe Road development project. The loan matures in 2035, bears interest at a fixed rate of 4.67%, requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the fourth quarter of 2021, and thereafter, monthly principal and interest payments of $887,900 based on a 25-year amortization schedule will be required.
Saul Centers is a guarantor of the revolving credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Metro Pike Center bank loan (approximately $7.8 million of the $14.2 million outstanding balance at September 30, 2017) and (b) a portion of the Park Van Ness loan (approximately $53.7 million of the $71.6 million outstanding balance at September 30, 2017), which guarantee, subject to the achievement of certain leasing and cash flow levels, may be reduced and eventually eliminated. The fixed-rate notes payable are all non-recourse.
At December 31, 2016, the principal amount of the Company’s outstanding debt totaled approximately $907.8 million, of which $844.3 million was fixed rate debt and $63.5 million was variable rate debt, including $49.0 million outstanding on the Company’s unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled $957.2 million as of December 31, 2016.
At September 30, 2017, the scheduled maturities of debt, including scheduled principal amortization, for years ending December 31, were as follows:
|
| | | | | | | | | | | |
| (In thousands) | Balloon Payments | | Scheduled Principal Amortization | | Total |
| October 1 through December 31, 2017 | $ | — |
| | $ | 7,386 |
| | $ | 7,386 |
|
| 2018 | 130,799 |
| (a) | 29,015 |
| | 159,814 |
|
| 2019 | 60,793 |
| | 27,769 |
| | 88,562 |
|
| 2020 | 61,163 |
| | 25,182 |
| | 86,345 |
|
| 2021 | 11,012 |
| | 24,836 |
| | 35,848 |
|
| 2022 | 36,502 |
| | 25,277 |
| | 61,779 |
|
| Thereafter | 405,693 |
| | 123,478 |
| | 529,171 |
|
| Principal amount | $ | 705,962 |
| | $ | 262,943 |
| | 968,905 |
|
| Unamortized deferred debt costs | | | | | 6,759 |
|
| Net | | | | | $ | 962,146 |
|
(a) Includes $89.0 million outstanding under the line of credit.
Notes to Consolidated Financial Statements (Unaudited)
Interest expense and amortization of deferred debt costs for the three and nine months ended September 30, 2017 and 2016, were as follows:
|
| | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | 2017 | | 2016 | | 2017 | | 2016 |
| Interest incurred | $ | 12,370 |
| | $ | 11,691 |
| | $ | 37,037 |
| | $ | 35,027 |
|
| Amortization of deferred debt costs | 351 |
| | 339 |
| | 1,043 |
| | 1,003 |
|
| Capitalized interest | (900 | ) | | (506 | ) | | (2,495 | ) | | (1,762 | ) |
| | $ | 11,821 |
| | $ | 11,524 |
| | $ | 35,585 |
| | $ | 34,268 |
|
The consolidated statements of operations for the nine months endedSeptember 30, 2017 and 2016, reflect noncontrolling interests of $9.5 million and $8.5 million, respectively, representing the Saul Organization’s share of net income for each period.
The Company has outstanding 7.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock. The depositary shares may be redeemed on or after February 12, 2018 at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends. The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
| |
7. | Related Party Transactions |
The Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer and Treasurer of the Company are also officers of various members of the Saul Organization and their management time is shared with the Saul Organization. Their annual compensation is fixed by the Compensation Committee of the Board of Directors, with the exception of the Senior Vice President-Chief Accounting Officer and Treasurer whose share of annual compensation allocated to the Company is determined by the shared services agreement (described below).
The Company participates in a multiemployer 401K plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. Company contributions, which are included in general and administrative expense or property operating expenses in the consolidated statementsConsolidated Statements of operations,Operations, at the discretionary amount of up to six percent6% of the employee’s cash compensation, subject to certain limits, were $270,600$318,500 and $255,000$328,500 for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively. All amounts contributed by employees and the Company are fully vested.
The Company also participates in a multiemployer nonqualified deferred compensation plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. According to the plan, which can be modified or discontinued at any time, participating employees defer 2% of their compensation in excess of a specified amount. For the nine months endedSeptember 30, 20172022 and 2016,2021, the Company contributed $154,300credited to employee accounts $211,900 and $129,000,$120,800, respectively, which is the sum of accrued earnings and up to three times the amount deferred by
Notes to Consolidated Financial Statements (Unaudited)
employees and is included in general and administrative expense. All amounts contributed by employees and credited by the Company are fully vested. The cumulative unfunded liability under this plan was $2.3$2.8 million and $2.1$3.2 million, at September 30, 20172022 and December 31, 2016,2021, respectively, and is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.Consolidated Balance Sheets.
The Company has entered intoand the Saul Organization are parties to a shared services agreement (the “Agreement”) with the Saul Organization that provides for the sharing of certain personnel and ancillary functions such as computer hardware, software, and support services and certain direct and indirect administrative personnel. The method for determining the cost of the shared services is provided for in the Agreement and is based upon head count, estimates of usage or estimates of time incurred, as applicable. The terms of the Agreement and the payments made thereunder are deemed reasonable by management and are reviewed annually by the Audit Committee of the Board of Directors, which consists entirely of independent directors. BillingsNet billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the nine months endedSeptember 30, 20172022 and 2016,2021, which
Notes to Consolidated Financial Statements (Unaudited)
included rental expense for the Company’s headquarters lease,sublease, totaled approximately $6.3$7.0 million and $5.5$5.9 million,, respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the consolidated financial statements.Consolidated Statements of Operations. As of September 30, 20172022 and December 31, 2016,2021, accounts payable, accrued expenses and other liabilities included approximately $744,200$1.0 million and $860,700,$1.1 million, respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses.
The Company previously entered into a shared third-party predevelopment cost agreement with the B. F. Saul Real Estate Investment Trust (the "Trust"), a member of the Saul Organization, which related to the sharing of third-party predevelopment costs incurred in connection with the planning of the future redevelopment of certain adjacent real estate assets in the Twinbrook area of Rockville, Maryland. On December 8, 2016, the Company entered into a replacement agreement with the Trust which extended the expiration date to December 31, 2017 and provides for automatic twelve month renewals unless either party provides notice of termination. The costs will be shared on a pro rata basis based on the acreage owned by each entity and neither party is obligated to advance funds to the other.
In August 2016, the Company entered into an agreement to acquire from the Trust, for an initial purchase price of
$8.8 million, land in Loudoun County, Virginia, which is zoned for retail development. The parties have agreed to a closing date in early 2018, at which time the Company will exchange limited partnership units for the land. The Company intends to construct a shopping center and, subsequent to stabilization, may be obligated to issue additional limited partnership units to the Trust.
The Company subleases its corporate headquarters space from a member of the Saul Organization. The leasesublease commenced in March 2002, expires in 2022,2027, and provides for base rent increases of 3% per year, with payment of a pro-rata share of operating expenses over a base year amount. The Agreement requires each party to pay an allocation of total rental payments based on a percentage proportionate to the number of employees employed by each party. The Company’s rent expense for its headquarters location was $578,200$609,400 and $617,100$611,200 for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively, and is included in general and administrative expense.
The B. F. Saul Insurance Agency, of Maryland, Inc., a subsidiary of the B. F. Saul Company and a member of the Saul Organization, is a general insurance agency that receives commissions and fees in connection with the Company’s insurance program. Such commissions and fees amounted to $173,800$262,000 and $279,100$280,700 for the nine months endedSeptember 30, 20172022 and 2016,2021, respectively.
The8. Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors
In 2004, the Company has established twoa stock incentive plans, the 1993 plan and the 2004 plan,(the “Plan”), as amended, (together, the “Plans”).amended. Under the Plans,Plan, options wereare granted at an exercise price not less than the market value of the common stock on the date of grant and expire ten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant.
The Company uses the fair value method to value and account for employee stock options. The fair value of options granted is determined at the time of the grant using the Black-Scholes model, a widely used method for valuing stock-based employee compensation, and the following assumptions: (1) Expected Volatility determined using the most recent trading history of the Company’s common stock (month-end closing prices) corresponding to the average expected term of the options; (2) Average Expected Term of the options based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.
Pursuant to the Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If a director elects to have their fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. During the nine months ended September 30, 2022, 5,788 shares were credited to director’s deferred fee accounts and 7,738 shares were issued. As of September 30, 2022, the director's deferred fee accounts comprise 118,290 shares.
Notes to Consolidated Financial Statements (Unaudited)
Effective May 13, 2022, the Company granted 248,000 options to its directors and certain officers. The following table summarizes the amount and activity of each grant with outstanding unexercised options, the total value and variablesassumptions used in the computationvaluation of the 2022 and 2021 option grants. During the amount expensed andnine months ended September 30, 2022, stock option expense totaling $1.0 million was included in general and administrative expense in the Consolidated Statements of Operations for the nine months endedOperations. As of September 30, 2017.2022, the estimated future expense related to unvested stock options was $2.4 million.
| | | | | | | | | | | | | | | | | | | |
| | Directors | | | Officers |
| Grant date | | May 13, 2022 | May 7, 2021 | | | May 13, 2022 | May 7, 2021 |
| Exercise price per share | | $ | 47.90 | $ | 43.89 | | | $ | 47.90 | $ | 43.89 |
| Fair value per option | | $ | 8.34 | $ | 6.32 | | | $ | 7.66 | $ | 5.96 |
| Volatility | | 30.00% | 29.70% | | | 27.10% | 27.50% |
| Expected life (years) | | 5.0 | 5.0 | | | 7.0 | 7.0 |
| Assumed yield | | 4.90% | 4.96% | | | 4.93% | 4.97% |
| Risk-free rate | | 2.89% | 0.77% | | | 2.95% | 1.24% |
Notes to Consolidated Financial Statements (Unaudited)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Directors | |
| Grant date | 4/25/2008 | 4/24/2009 | 5/7/2010 | 5/13/2011 | 5/4/2012 | 5/10/2013 | 5/9/2014 | 5/8/2015 | 5/6/2016 | 5/5/2017 | Subtotals |
| Total grant | 30,000 |
| 32,500 |
| 32,500 |
| 32,500 |
| 35,000 |
| 35,000 |
| 30,000 |
| 35,000 |
| 32,500 |
| 27,500 |
| 322,500 |
|
| Vested | 30,000 |
| 32,500 |
| 32,500 |
| 32,500 |
| 35,000 |
| 35,000 |
| 30,000 |
| 35,000 |
| 32,500 |
| 27,500 |
| 322,500 |
|
| Exercised | 20,000 |
| 27,500 |
| 25,000 |
| 22,500 |
| 22,500 |
| 22,500 |
| 17,500 |
| 12,500 |
| 7,500 |
| — |
| 177,500 |
|
| Forfeited | 7,500 |
| — |
| 2,500 |
| 2,500 |
| — |
| — |
| — |
| — |
| — |
| — |
| 12,500 |
|
| Exercisable at September 30, 2017 | 2,500 |
| 5,000 |
| 5,000 |
| 7,500 |
| 12,500 |
| 12,500 |
| 12,500 |
| 22,500 |
| 25,000 |
| 27,500 |
| 132,500 |
|
| Remaining unexercised | 2,500 |
| 5,000 |
| 5,000 |
| 7,500 |
| 12,500 |
| 12,500 |
| 12,500 |
| 22,500 |
| 25,000 |
| 27,500 |
| 132,500 |
|
| Exercise price | $ | 50.15 |
| $ | 32.68 |
| $ | 38.76 |
| $ | 41.82 |
| $ | 39.29 |
| $ | 44.42 |
| $ | 47.03 |
| $ | 51.07 |
| $ | 57.74 |
| $ | 59.41 |
|
|
| Volatility | 0.237 |
| 0.344 |
| 0.369 |
| 0.358 |
| 0.348 |
| 0.333 |
| 0.173 |
| 0.166 |
| 0.166 |
| 0.173 |
|
|
| Expected life (years) | 7.0 |
| 6.0 |
| 5.0 |
| 5.0 |
| 5.0 |
| 5.0 |
| 5.0 |
| 5.0 |
| 5.0 |
| 5.0 |
|
|
| Assumed yield | 4.09 | % | 4.54 | % | 4.23 | % | 4.16 | % | 4.61 | % | 4.53 | % | 4.48 | % | 4.54 | % | 3.75 | % | 3.45 | % |
|
| Risk-free rate | 3.49 | % | 2.19 | % | 2.17 | % | 1.86 | % | 0.78 | % | 0.82 | % | 1.63 | % | 1.50 | % | 1.23 | % | 1.89 | % |
|
| Total value at grant date | $ | 254,700 |
| $ | 222,950 |
| $ | 287,950 |
| $ | 297,375 |
| $ | 257,250 |
| $ | 278,250 |
| $ | 109,500 |
| $ | 125,300 |
| $ | 151,125 |
| $ | 165,550 |
| $ | 2,149,950 |
|
| Expensed in previous years | 254,700 |
| 222,950 |
| 287,950 |
| 297,375 |
| 257,250 |
| 278,250 |
| 109,500 |
| 125,300 |
| 151,125 |
| — |
| 1,984,400 |
|
| Expensed in 2017 | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 165,550 |
| 165,550 |
|
| Future expense | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
|
| | Officers | | | |
| Grant date | 5/13/2011 | 5/4/2012 | 5/10/2013 | 5/9/2014 | 5/8/2015 | 5/6/2016 | 5/5/2017 | Subtotal | | | Grand Totals |
| Total grant | 162,500 |
| 242,500 |
| 202,500 |
| 170,000 |
| 190,000 |
| 194,000 |
| 205,000 |
| 1,366,500 |
| | | 1,689,000 |
|
| Vested | 118,750 |
| 107,500 |
| 171,875 |
| 126,875 |
| 94,375 |
| 48,500 |
| — |
| 667,875 |
| | | 990,375 |
|
| Exercised | 96,100 |
| 91,830 |
| 83,000 |
| 35,000 |
| 8,981 |
| 625 |
| — |
| 315,536 |
| | | 493,036 |
|
| Forfeited | 43,750 |
| 135,000 |
| 30,625 |
| 1,875 |
| 3,125 |
| 1,875 |
| — |
| 216,250 |
| | | 228,750 |
|
| Exercisable at September 30, 2017 | 22,650 |
| 15,670 |
| 88,875 |
| 91,875 |
| 85,394 |
| 47,875 |
| — |
| 352,339 |
| | | 484,839 |
|
| Remaining unexercised | 22,650 |
| 15,670 |
| 88,875 |
| 133,125 |
| 177,894 |
| 191,500 |
| 205,000 |
| 834,714 |
| | | 967,214 |
|
| Exercise price | $ | 41.82 |
| $ | 39.29 |
| $ | 44.42 |
| $ | 47.03 |
| $ | 51.07 |
| $ | 57.74 |
| $ | 59.41 |
| | | | |
| Volatility | 0.330 |
| 0.315 |
| 0.304 |
| 0.306 |
| 0.298 |
| 0.185 |
| 0.170 |
| | | | |
| Expected life (years) | 8.0 |
| 8.0 |
| 8.0 |
| 7.0 |
| 7.0 |
| 7.0 |
| 7.0 |
| | | | |
| Assumed yield | 4.81 | % | 5.28 | % | 5.12 | % | 4.89 | % | 4.94 | % | 3.80 | % | 3.50 | % | | | | |
| Risk-free rate | 2.75 | % | 1.49 | % | 1.49 | % | 2.17 | % | 1.89 | % | 1.55 | % | 2.17 | % | | | | |
| Gross value at grant date | $ | 1,366,625 |
| $ | 1,518,050 |
| $ | 1,401,300 |
| $ | 1,349,800 |
| $ | 1,584,600 |
| $ | 1,136,840 |
| $ | 1,324,300 |
| $ | 9,681,515 |
| | | $ | 11,831,465 |
|
| Estimated forfeitures | 367,937 |
| 845,100 |
| 211,925 |
| 168,749 |
| 141,780 |
| 86,628 |
| 91,642 |
| 1,913,761 |
| | | 1,913,761 |
|
| Expensed in previous years | 998,688 |
| 672,950 |
| 1,031,134 |
| 787,392 |
| 601,180 |
| 175,032 |
| — |
| 4,266,376 |
| | | 6,250,776 |
|
| Expensed in 2017 | — |
| — |
| 158,241 |
| 221,454 |
| 270,531 |
| 196,911 |
| 128,400 |
| 975,537 |
| | | 1,141,087 |
|
| Future expense | — |
| — |
| — |
| 172,205 |
| 571,109 |
| 678,269 |
| 1,104,258 |
| 2,525,841 |
| | | 2,525,841 |
|
| Weighted average term of remaining future expense (in years) | 2.7 |
| | | | | | | | | |
Notes to Consolidated Financial Statements (Unaudited)
The table below summarizes the option activity for the nine months endedSeptember 30, 2017:2022:
| | | | | | | | | | | | | | | | | | | | |
| | Number of
Shares | | Weighted
Average
Exercise Price
per share | | Aggregate
Intrinsic Value |
| Outstanding at January 1 | | 1,601,250 | | | $ | 51.73 | | | $ | 4,886,106 | |
| Granted | | 248,000 | | | 47.90 | | | — | |
| Exercised | | (26,875) | | | 44.44 | | | 179,217 | |
| Expired/Forfeited | | (19,000) | | | 51.71 | | | — | |
| Outstanding at September 30 | | 1,803,375 | | | 51.31 | | | — | |
| Exercisable at September 30 | | 1,287,250 | | | 52.74 | | | — | |
|
| | | | | | | | | | | |
| | | Number of Shares | | Weighted Average Exercise Price per share | | Aggregate Intrinsic Value |
| Outstanding at January 1 | | 833,630 |
| | $ | 49.92 |
| | $ | 13,913,891 |
|
| Granted | | 232,500 |
| | 59.41 |
| | 581,250 |
|
| Exercised | | (95,166 | ) | | 47.03 |
| | 1,403,256 |
|
| Expired/Forfeited | | (3,750 | ) | | 53.73 |
| |
|
| Outstanding at September 30 | | 967,214 |
| | 52.47 |
| | 9,130,494 |
|
| Exercisable at September 30 | | 484,839 |
| | 48.70 |
| | 6,402,577 |
|
The intrinsic value of stock options outstanding or exercisable measures the price difference between the options’ exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. The intrinsic value for sharesof stock options exercised during the periodnine months ended September 30, 2022 and 2021 was calculated by using the closing sharetransaction price on the date of exercise.exercise and totaled $179,217 and $3,450, respectively. At September 29, 2017,30, 2022, the final trading day of the 2022 third quarter, the closing share price of $61.91$37.50 was usedlower than the exercise price of all 1.8 million outstanding options granted in the calculation of the aggregate intrinsic value of options exercisable and outstanding at that date.2013 through 2022. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 7.76.1 years and 6.75.0 years, respectively.
| |
9. | Fair Value of Financial Instruments |
9. Fair Value of Financial Instruments
The carrying valuesamount of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value. The aggregate fair value of the notes payable with fixed-rate payment terms was determined using Level 3 data in a discounted cash flow approach, which is based upon management’s estimate of borrowing rates and loan terms currently available to the Company for fixed-rate financing and, assuming long-term market interest rates of approximately 3.95%5.90% and 4.25%3.60%, would be approximately $928.0$936.3 million and $897.2$933.0 million,, respectively, compared to the principal balance of $865.7$1.1 billion and $949.0 million and $844.3 millionat September 30, 20172022 and December 31, 2016,2021, respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt.
The Company carries its interest rate swapinterest-rate swaps at fair value. The Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy with the exception of the impact of counter-party risk, which was determined using Level 3 inputs and is not significant. Derivative instruments are classified within Level 2 of the fair value hierarchy because their values are determined using third-party pricing models whichthat contain inputs that are derived from observable market data. Where possible, the values produced by the pricing models are verified by market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs. The swap agreement terminates on July 1, 2020. As of September 30, 2017,2022, the fair value of the interest-rate swapswaps was approximately $1.5$4.3 million and is included in “Accounts payable, accrued expenses and other liabilities”Other assets in the consolidated balance sheets.Consolidated Balance Sheets. The decreaseincrease in value from inception of the swapswaps is reflected in “OtherOther Comprehensive Income”Income in the Consolidated Statements of Comprehensive Income. Amounts recognized in earnings are included in Changes in Fair Value of Derivatives in the Consolidated Statements of Operations.
|
| | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | | 2017 | | 2016 | | 2017 | | 2016 |
| Change in fair value: | | | | | | | | |
| Recognized in earnings | | $ | (1 | ) | | $ | 1 |
| | $ | (2 | ) | | $ | (9 | ) |
| Recognized in other comprehensive income | | 171 |
| | 431 |
| | 503 |
| | (383 | ) |
| | | $ | 170 |
| | $ | 432 |
| | $ | 501 |
| | $ | (392 | ) |
Notes to Consolidated Financial Statements (Unaudited)
10. Commitments and Contingencies
| |
10. | Commitments and Contingencies |
Neither the Company nor the current portfolio propertiesCurrent Portfolio Properties are subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against the Company, other than routine litigation and administrative proceedings arising in the ordinary course of business. Management believes that these items, individually or in the aggregate, will not have a material adverse impact on the Company or the current portfolio properties.Current Portfolio Properties.
11. Business Segments
The Company has two reportable business segments: Shopping Centers and Mixed-Use Properties. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates performance based upon income and cash flows from real estate of the combined properties in each segment. All of our properties within each segment generate similar types of revenues and expenses related to tenant rent, reimbursements and operating expenses. Although services are provided to a rangevariety of tenants, the types of services provided to them are similar within each segment. The properties in each portfolio have similar economic characteristics and the nature of the products and services provided to our tenants and the method to distribute such services are consistent throughout the portfolio. Certain reclassifications have been made to prior year information to conform to the 20172022 presentation.
| | | | | | | | | | | | | | | | | | | | | | | |
| Financial Information By Segment |
| (In thousands) | Shopping
Centers | | Mixed-Use
Properties | | Corporate
and Other | | Consolidated
Totals |
| Three Months Ended September 30, 2022 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 42,478 | | | $ | 18,609 | | | $ | — | | | $ | 61,087 | |
| Expenses | (8,826) | | | (7,247) | | | — | | | (16,073) | |
| Income from real estate | 33,652 | | | 11,362 | | | — | | | 45,014 | |
| | | | | | | |
| Interest expense, net and amortization of deferred debt costs | — | | | — | | | (11,103) | | | (11,103) | |
| Depreciation and amortization of lease costs | (7,073) | | | (5,122) | | | — | | | (12,195) | |
| General and administrative | — | | | — | | | (5,555) | | | (5,555) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Loss on early extinguishment of debt | — | | | — | | | (648) | | | (648) | |
| Net income (loss) | $ | 26,579 | | | $ | 6,240 | | | $ | (17,306) | | | $ | 15,513 | |
| Capital investment | $ | 2,280 | | | $ | 30,315 | | | $ | — | | | $ | 32,595 | |
| Total assets | $ | 936,285 | | | $ | 855,797 | | | $ | 17,936 | | | $ | 1,810,018 | |
| | | | | | | |
| | | | | | | |
| Three Months Ended September 30, 2021 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 42,485 | | | $ | 17,771 | | | $ | — | | | $ | 60,256 | |
| Expenses | (8,640) | | | (6,724) | | | — | | | (15,364) | |
| Income from real estate | 33,845 | | | 11,047 | | | — | | | 44,892 | |
| | | | | | | |
| Interest expense, net and amortization of deferred debt costs | — | | | — | | | (10,914) | | | (10,914) | |
| Depreciation and amortization of lease costs | (7,203) | | | (5,264) | | | — | | | (12,467) | |
| General and administrative | — | | | — | | | (4,626) | | | (4,626) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income (loss) | $ | 26,642 | | | $ | 5,783 | | | $ | (15,540) | | | $ | 16,885 | |
| Capital investment | $ | 1,324 | | | $ | 9,984 | | | $ | — | | | $ | 11,308 | |
| Total assets | $ | 960,247 | | | $ | 766,761 | | | $ | 12,492 | | | $ | 1,739,500 | |
Notes to Consolidated Financial Statements (Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Shopping
Centers | | Mixed-Use
Properties | | Corporate
and Other | | Consolidated
Totals |
| Nine Months Ended September 30, 2022 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 128,615 | | | $ | 54,909 | | | $ | — | | | $ | 183,524 | |
| Expenses | (27,102) | | | (20,724) | | | — | | | (47,826) | |
| Income from real estate | 101,513 | | | 34,185 | | | — | | | 135,698 | |
| | | | | | | |
| Interest expense, net and amortization of deferred debt costs | — | | | — | | | (32,162) | | | (32,162) | |
| Depreciation and amortization of deferred leasing costs | (21,300) | | | (15,599) | | | — | | | (36,899) | |
| General and administrative | — | | | — | | | (15,988) | | | (15,988) | |
| Loss on early extinguishment of debt | — | | | — | | | (648) | | | (648) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income (loss) | $ | 80,213 | | | $ | 18,586 | | | $ | (48,798) | | | $ | 50,001 | |
| Capital investment | $ | 6,239 | | | $ | 78,270 | | | $ | — | | | $ | 84,509 | |
| Total assets | $ | 936,285 | | | $ | 855,797 | | | $ | 17,936 | | | $ | 1,810,018 | |
| | | | | | | |
| Nine Months Ended September 30, 2021 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 126,935 | | | $ | 52,050 | | | $ | — | | | $ | 178,985 | |
| Expenses | (27,087) | | | (19,454) | | | — | | | (46,541) | |
| Income from real estate | 99,848 | | | 32,596 | | | — | | | 132,444 | |
| | | | | | | |
| Interest expense, net and amortization of deferred debt costs | — | | | — | | | (34,559) | | | (34,559) | |
| Depreciation and amortization of deferred leasing costs | (21,639) | | | (16,213) | | | — | | | (37,852) | |
| General and administrative | — | | | — | | | (14,234) | | | (14,234) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income (loss) | $ | 78,209 | | | $ | 16,383 | | | $ | (48,793) | | | $ | 45,799 | |
| Capital investment | $ | 6,895 | | | $ | 31,893 | | | $ | — | | | $ | 38,788 | |
| Total assets | $ | 960,247 | | | $ | 766,761 | | | $ | 12,492 | | | $ | 1,739,500 | |
| | | | | | | |
|
| | | | | | | | | | | | | | | |
| (Dollars in thousands) | Shopping Centers | | Mixed-Use Properties | | Corporate and Other | | Consolidated Totals |
| Three months ended September 30, 2017 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 40,834 |
| | $ | 15,395 |
| | $ | 8 |
| | $ | 56,237 |
|
| Expenses | (8,799 | ) | | (5,505 | ) | | — |
| | (14,304 | ) |
| Income from real estate | 32,035 |
| | 9,890 |
| | 8 |
| | 41,933 |
|
| Interest expense and amortization of deferred debt costs | — |
| | — |
| | (11,821 | ) | | (11,821 | ) |
| General and administrative | — |
| | — |
| | (4,363 | ) | | (4,363 | ) |
| Subtotal | 32,035 |
| | 9,890 |
| | (16,176 | ) | | 25,749 |
|
| Depreciation and amortization of deferred leasing costs | (7,457 | ) | | (3,906 | ) | | — |
| | (11,363 | ) |
| Change in fair value of derivatives | — |
| | — |
| | (1 | ) | | (1 | ) |
| Net income (loss) | $ | 24,578 |
| | $ | 5,984 |
| | $ | (16,177 | ) | | $ | 14,385 |
|
| Capital investment | $ | 3,503 |
| | $ | 8,161 |
| | $ | — |
| | $ | 11,664 |
|
| Total assets | $ | 983,369 |
| | $ | 431,182 |
| | $ | 9,177 |
| | $ | 1,423,728 |
|
| | | | | | | | |
| Three months ended September 30, 2016 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 38,738 |
| | $ | 14,484 |
| | $ | 11 |
| | $ | 53,233 |
|
| Expenses | (8,330 | ) | | (4,941 | ) | | — |
| | (13,271 | ) |
| Income from real estate | 30,408 |
| | 9,543 |
| | 11 |
| | 39,962 |
|
| Interest expense and amortization of deferred debt costs | — |
| | — |
| | (11,524 | ) | | (11,524 | ) |
| General and administrative | — |
| | — |
| | (4,033 | ) | | (4,033 | ) |
Acquisition related costs
| (57 | ) | | — |
| | — |
| | (57 | ) |
| Subtotal | 30,351 |
| | 9,543 |
| | (15,546 | ) | | 24,348 |
|
| Depreciation and amortization of deferred leasing costs | (7,732 | ) | | (3,894 | ) | | — |
| | (11,626 | ) |
| Change in fair value of derivatives | — |
| | — |
| | 1 |
| | 1 |
|
| Net income (loss) | $ | 22,619 |
| | $ | 5,649 |
| | $ | (15,545 | ) | | $ | 12,723 |
|
| Capital investment | $ | 13,854 |
| | $ | 4,399 |
| | $ | — |
| | $ | 18,253 |
|
| Total assets | $ | 938,124 |
| | $ | 363,439 |
| | $ | 9,441 |
| | $ | 1,311,004 |
|
| | | | | | | | |
Notes to Consolidated Financial Statements (Unaudited)
|
| | | | | | | | | | | | | | | |
| (Dollars in thousands) | Shopping
Centers | | Mixed-Use
Properties | | Corporate
and Other | | Consolidated
Totals |
| Nine months ended September 30, 2017 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 124,854 |
| | $ | 45,725 |
| | $ | 31 |
| | $ | 170,610 |
|
| Expenses | (25,876 | ) | | (15,393 | ) | | — |
| | (41,269 | ) |
| Income from real estate | 98,978 |
| | 30,332 |
| | 31 |
| | 129,341 |
|
| Interest expense and amortization of deferred debt costs | — |
| | — |
| | (35,585 | ) | | (35,585 | ) |
| General and administrative | — |
| | — |
| | (13,178 | ) | | (13,178 | ) |
| Subtotal | 98,978 |
| | 30,332 |
| | (48,732 | ) | | 80,578 |
|
| Depreciation and amortization of deferred leasing costs | (22,649 | ) | | (11,747 | ) | | — |
| | (34,396 | ) |
| Change in fair value of derivatives | — |
| | — |
| | (2 | ) | | (2 | ) |
| Net income (loss) | $ | 76,329 |
| | $ | 18,585 |
| | $ | (48,734 | ) | | $ | 46,180 |
|
| Capital investment | $ | 87,788 |
| | $ | 18,386 |
| | $ | — |
| | $ | 106,174 |
|
| Total assets | $ | 983,369 |
| | $ | 431,182 |
| | $ | 9,177 |
| | $ | 1,423,728 |
|
| | | | | | | | |
| Nine months ended September 30, 2016 | | | | | | | |
| Real estate rental operations: | | | | | | | |
| Revenue | $ | 120,861 |
| | $ | 41,972 |
| | $ | 36 |
| | $ | 162,869 |
|
| Expenses | (26,519 | ) | | (13,694 | ) | | — |
| | (40,213 | ) |
| Income from real estate | 94,342 |
| | 28,278 |
| | 36 |
| | 122,656 |
|
| Interest expense and amortization of deferred debt costs | — |
| | — |
| | (34,268 | ) | | (34,268 | ) |
| General and administrative | — |
| | — |
| | (12,500 | ) | | (12,500 | ) |
Acquisition related costs
| (57 | ) | | — |
| | — |
| | (57 | ) |
| Subtotal | 94,285 |
| | 28,278 |
| | (46,732 | ) | | 75,831 |
|
| Depreciation and amortization of deferred leasing costs | (22,774 | ) | | (10,704 | ) | | — |
| | (33,478 | ) |
| Change in fair value of derivatives | — |
| | — |
| | (9 | ) | | (9 | ) |
| Net income (loss) | $ | 71,511 |
| | $ | 17,574 |
| | $ | (46,741 | ) | | $ | 42,344 |
|
| Capital investment | $ | 20,258 |
| | $ | 24,427 |
| | $ | — |
| | $ | 44,685 |
|
| Total assets | $ | 938,124 |
| | $ | 363,439 |
| | $ | 9,441 |
| | $ | 1,311,004 |
|
| | | | | | | | |
Notes to Consolidated Financial Statements (Unaudited)
12. Subsequent Events
The Company has reviewed operating activities for the period subsequent to September 30, 2017, and prior to the date the financial statements are issued or are available to be issued,2022, and determined there are no subsequent events required to be disclosed.
| |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes in “Item 1. Financial Statements” of this report and the more detailed information contained in the Company’s Form 10-K for the year ended December 31, 2016.2021. Historical results and percentage relationships set forth in Item 1 and this section should not be taken as indicative of future operations of the Company. Capitalized terms used but not otherwise defined in this section have the meanings given to them in Item 1 of this Form 10-Q.
Forward-Looking Statements
This Form 10-Q containsCertain statements contained herein constitute forward-looking statements within the meaning ofas such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. TheseForward-looking statements are generally characterizednot guarantees of performance. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by termslooking for words such as “believe,“plans,” “expect” and “may.“intends,”
“estimates,” “anticipates,” “expects,” “believes” or similar expressions in this Form 10-Q. Although the Companymanagement believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, the Company’sour actual results could differ materially from those givenset forth in the forward-looking statements. Forward-looking statements speak only as a result of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in factors which include, among others, the following:our forward-looking statements:
continuing risks related to the
•challenging domestic and global credit markets and their effect on discretionary spending;
risks that •the Company’sability of our tenants will notto pay rent;
risks related to the Company’s•our reliance on shopping center “anchor” tenants and other significant tenants;
risks related to the Company’s•our substantial relationships with members of the Saul Organization;
•risks of financing, such as increases in interest rates, restrictions imposed by the Company’sour debt, the Company’sour ability to meet existing financial covenants and the Company’sour ability to consummate planned and additional financings on acceptable terms;
risks related to the Company’s•our development activities;
risks that the Company’s growth will be limited if the Company cannot obtain•our access to additional capital;
risks that planned and•our ability to successfully complete additional acquisitions, developments or redevelopments, may not be consummated, or if they are consummated, that they will notcompleted, whether such acquisitions, developments or redevelopments perform as expected;
•risks generally incident to the ownership of real property, including adverse changes in economic conditions, changes in the investment climate for real estate, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, the relative illiquidity of real estate and environmental risks;
•risks related to the Company’sour status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to the Company’sour status as a REIT, the effect of future changes into REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and
such•an epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, as describedand significantly disrupt or prevent us from operating our business in Partthe ordinary course for an extended period.
Additional information related to these risks and uncertainties are included in “Risk Factors” (Part I, Item 1A of the Company’sthis Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2016.2021), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Form 10-Q and Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part I, Item 2 of this Form 10-Q).
Impact of COVID-19
If the effects of COVID-19 result in continued deterioration of economic and market conditions, including supply chain issues, or if the Company’s expected holding period for assets changes, subsequent tests for impairment could result in impairment charges in the future. The Company can provide no assurance that material impairment charges with respect to the Company’s investment properties will not occur during the remainder of 2022 or future periods. As of September 30, 2022, we have not identified any impairment triggering events, including the impact of COVID-19 and corresponding tenant requests for rent relief. Therefore, under applicable GAAP guidance, no impairment charges have been recorded. However, we have yet to see the long-term effects of COVID-19 and the extent to which it may impact our tenants in the future. Indications of a tenant’s inability to continue as a going concern, changes in our view or strategy relative to a tenant’s business or industry as a result of COVID-19, or changes in our long-term hold strategies, could be indicative of an impairment triggering event. Accordingly, the Company will continue to monitor circumstances and events in future periods to determine whether impairment charges are warranted.
As of October 31, 2022, payments by tenants of contractual base rent and operating expense and real estate tax recoveries for the 2022 third quarter totaled approximately 99%.
Although the Company is and will continue to be actively engaged in collection efforts related to uncollected rent, and the Company will continue to work with certain tenants who have requested rent deferrals, the Company can provide no assurance that such efforts or our efforts in future periods will be successful.
Deferral agreements executed with certain tenants as a result of business disruption that occurred at the onset of the COVID-19 pandemic generally deferred 30 to 90 days of rent, operating expense and real estate tax recovery payments until a later time in the lease term with repayment typically occurring over a 12-month period generally commencing in 2021. We continued to accrue rental revenue during the deferral period.
The following is a summary of the Company’s executed rent deferral agreements and repayments as of October 31, 2022, with the exception of amounts due, which are as of September 30, 2022.
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| Rent Deferral Agreements and Repayments |
| (In thousands) |
| | | | | | | | | | | | | | | | Collection Percentage (based on payments currently due) |
Original Rent Due
By Quarter | | Original Rent
Amount | | Repayment Year | | Repayment
Amount | | Amount
Due | | Amount Written Off | | Amount Unpaid | | Amount
Collected | |
| 2020 First Quarter | | $ | 67 | | | 2020 | | $ | 347 | | | $ | 347 | | | $ | 44 | | | $ | — | | | $ | 303 | | | 87 | % |
| 2020 Second Quarter | | 6,329 | | | 2021 | | 5,734 | | | 5,734 | | | 206 | | | 11 | | | 5,516 | | | 96 | % |
| 2020 Third Quarter | | 1,518 | | | 2022 | | 2,034 | | | 1,894 | | | 60 | | | 34 | | | 1,793 | | | 95 | % |
| 2020 Fourth Quarter | | 437 | | | 2023 | | 757 | | | | | 4 | | | | | | | |
| 2021 First Quarter | | 278 | | | 2024 | | 309 | | | | | 4 | | | | | | | |
| 2021 Second Quarter | | 309 | | | 2025 | | 66 | | | | | | | | | | | |
| 2021 Third Quarter | | 324 | | | 2026 | | 27 | | | | | | | | | | | |
| 2021 Fourth Quarter | | 81 | | | Thereafter | | 92 | | | | | | | | | | | |
| 2022 First Quarter | | 23 | | | Total | | $ | 9,366 | | | $ | 7,975 | | | $ | 318 | | | $ | 45 | | | $ | 7,612 | | | 95 | % |
| 2022 Second Quarter | | — | | | | | | | | | | | | | | | |
| 2022 Third Quarter | | — | | | | | | | | | | | | | | | |
| October 2022 | | — | | | | | | | | | | | | | | | |
| Total | | $ | 9,366 | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
The extent of the effects of COVID-19 on the Company’s business, results of operations, cash flows, and growth prospects remain uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Item 1A. Risk Factors. However, we believe the actions we have taken and are continuing to take have helped minimize interruptions to operations and will put the Company in the best position as the economic recovery continues. Management and the Board of Directors will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operate and the recommendations of public health authorities, and will, as needed, take further measures to adapt the Company’s business in the best interests of our stockholders and personnel. The extent to which COVID-19 continues to impact our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the actions taken to contain the outbreak or mitigate its impact, and the direct and indirect economic effects of the outbreak and containment measures, among others.
We anticipate that some tenants eventually will not be able to pay amounts due and we will incur losses against our rent receivables. The extent and timing of the recognition of such losses will depend on future developments, which are highly uncertain and cannot be predicted. Management considers reserves established as of September 30, 2022, against such potential losses to be reasonable and adequate. Rent collections during the third quarter and rent relief requests to-date may not be indicative of collections or requests in any future period.
General
The following discussion is based primarily on the consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2017.2022.
Overview
The Company’s principal business activity is the ownership, management and development of income-producing properties. The Company’s long-term objectives are to increase cash flow from operations and to maximize capital appreciation of its real estate investments.
The Company’s primary operating strategy is to continue to focus on diversification of its communityassets through development of transit-oriented, residential mixed-use projects in the Washington, D.C. metropolitan area. The Company’s operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the addition of pad sites, and neighborhoodsupplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers. The Company has a pipeline of entitled sites in its portfolio, some of which are currently shopping center businessoperating properties, for development of up to 3,700 apartment units and its transit-centric, primarily residential mixed-use properties975,000 square feet of retail and office space. All such sites are located adjacent to achieve both cash flow growth and capital appreciation. Management believes there is potential for long-term growthWashington Metropolitan Area Transit Authority (“WMATA”) red line Metro stations in cash flow as existing leases for space in the Shopping Centers and Mixed-Use properties expire and are renewed, or newly-available or vacant space is leased. Montgomery County, Maryland.
The Company intends to renegotiate leases where possibleselectively add free-standing pad site buildings within its Shopping Center portfolio and seek new tenants for available space in order to optimize the mix of uses to improve foot traffic through the Shopping Centers. As leases expire, management expects to revise rental rates, lease terms and conditions, relocate existing tenants, reconfigure tenant spaces and introduce newreplace underperforming tenants with the goals of increasing occupancy, improving overall retail sales, and ultimately increasing cash flow as economic conditions improve. In those circumstances in
which leases are not otherwise expiring, or in connection with renovations or relocations, management selectively attempts to increase cash flow through a variety of means,tenants that generate strong traffic, including recapturing leases with below market rents and re-leasing at market rates, as well as replacing financially troubled tenants. When possible, management also will seek to include scheduled increases in base rent, as well as percentage rental provisions, in its leases.
The following table sets forth average annualized base rent per square foot and average annualized effective rent per square foot for the Company's Commercial properties (all properties except for the Clarendon Center and Park Van Ness apartments). For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions.
|
| | | | | | | | | | | | | | | | | | | | |
| | | Nine months ended September 30, |
| | | 2017 | | 2016 | | 2015 | | 2014 | | 2013 |
| Base rent | | $ | 19.32 |
| | $ | 18.67 |
| | $ | 18.47 |
| | $ | 18.06 |
| | $ | 17.72 |
|
| Effective rent | | $ | 17.51 |
| | $ | 16.87 |
| | $ | 16.78 |
| | $ | 16.41 |
| | $ | 15.83 |
|
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The Company’s redevelopment and renovation objective is to selectively and opportunistically redevelop and renovate its properties, by replacing leases that have below market rents with strong, traffic-generating anchor stores such as supermarkets and drug stores, as well as other desirable local, regional and national tenants. The Company’s strategy remains focused on continuing the operating performance and internal growth of its existing Shopping Centers, while enhancing this growth with selective retail redevelopments and renovations.
In 2016, the Company completed development of Park Van Ness, a 271-unit residential project with approximately 9,000 square feet of street-level retail, below street-level structured parking, and amenities including a community room, landscaped courtyards, a fitness room, a wi-fi lounge/business center, and a rooftop pool and deck. The structure comprises 11 levels, five of which on the east side are below street level. Because of the change in grade from the street eastward to Rock Creek Park, apartments on all 11 levels have park or city views. The street level retail space is 100% leased to a grocery/gourmet food market and an upscale Italian restaurant. As of September 30, 2017, 254 apartments (93.7%) were leased. The total cost of the project, excluding predevelopment expense and land, which the Company has owned, was approximately $93.0 million, a portion of which was financed with a $71.6 million construction-to-permanent loan.
From 2014 through 2016, in separate transactions, the Company purchased four adjacent properties, with approximately 23,700 square feet of retail space, at 750 N. Glebe Road in Arlington, Virginia, for an aggregate $54.0 million. Combined, the properties total 2.8 acres. Effective August 1, 2016, these properties were vacant and removed from service. The Company previously received zoning and site plan approval from Arlington County, Virginia for the development of approximately 490 residential units and approximately 62,000 square feet of retail space. The demolition of the existing structures was completed during the first quarter of 2017 and excavation, sheeting and shoring, which commenced during the second quarter of 2017, is approximately 70% complete as of October 31, 2017. The development is scheduled for substantial completion in early 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. During the second quarter of 2017, the Company executed a 41,500 square foot anchor-lease with Target and leases for an aggregate of 7,800 square feet of retail shop space, resulting in approximately 80% of the retail space being leased.
Albertson's/Safeway, a tenant at eight of the Company's shopping centers, closed two Safeway stores located at the Company's properties during the June 2016 quarter. The stores that closed were located in Broadlands Village, Loudoun County, Virginia and Briggs Chaney Plaza, Montgomery County, Maryland. The lease at Briggs Chaney remains in full force and effect and Albertson’s/Safeway has executed a sublease with a replacement grocer, Global Food, for that space, which commenced operations in March 2017. In February 2017, the Company terminated the lease with Albertson's/Safeway at Broadlands and received a $3.6 million termination fee which was recognized as revenue in the first quarter. The termination fee revenue will be partially offset by the loss of approximately $1.6 million of rental revenue over the course of 2017.stores. The Company has executed leases or leases are under negotiation for ten more pad sites.
In recent years, there has been a lease with Aldi Food Marketlimited amount of quality properties for 20,000 square feetsale and pricing of this spacethose properties has escalated. Accordingly, management believes acquisition opportunities for investment in existing and new shopping center and mixed-use properties in the near future is uncertain. Nevertheless, because of the Company’s conservative capital structure, including its cash and capacity under its revolving credit facility, management believes that the Company is positioned to take advantage of additional investment opportunities as attractive properties are identified and market conditions improve. (See “Item 1. Business - Capital Policies”.) It is management’s view that several of the sub-markets in which is under construction andthe Company operates have, or are expected to openhave in late 2017. Wethe future, attractive supply/demand characteristics. The Company will continue to actively market the balanceevaluate acquisition, development and redevelopment as integral parts of the former Safeway space.its overall business plan.
In January 2017, the Company purchased for $76.4 million, including acquisition costs, Burtonsville Town Square, a 121,000 square foot shopping center located in Burtonsville, Maryland. Burtonsville Town Square is 100% leased and anchored by Giant Food and CVS Pharmacy. It has expansion development potential of up to 18,000 square feet of additional retail space. The purchase was funded with a new $40.0 million mortgage loan and through the Company's revolving credit facility.
During the three months ended June 30, 2017, the Company executed termination agreements with two significant tenants: Kmart at Kentlands Square II and No Excuse Workout at Great Eastern. Kmart closed its 104,000 square foot store at Kentlands in September 2017, and the Company will gain possession on October 31, 2017, allowing the Company the opportunity to release or reposition the space. As a result of the termination, the mortgage loan agreement requires that Saul Centers guarantee approximately $9.2 million of that loan effective October 31, 2017 (the termination date), which will be reduced upon satisfaction of conditions stated in the loan documents. Annual revenuePrior to the Company under the Kmart lease totaled approximately $1.3 million. The Company terminated its 113,000 square foot lease with No Excuse Workout as a result of the tenant's failure to pay a material portion of required rent for more than 18 months. The termination reduced the Company's overall leasing percentage by 1.2% as of June 30, 2017, however, it did not have an impact on operating income in 2017 compared to 2016 because the Company had fully reserved the unpaid tenant rents in both periods.
In September 2017, the Company sold for $8.5 million the 255,400 square foot Great Eastern Shopping Center located in District Heights, Maryland. The Company provided $1.28 million second trust financing to the buyer, which bears interest at a fixed rate of 6%, matures in March 2018 and can be extended for six months at the option of the buyer. A $0.5 million gain realized on the sale was deferred and will be recognized when the loan is repaid by the buyer.
The Company's tenants were impacted by winter weather during the first quarter of 2016, as heavy snowfall in the Mid-Atlantic states during that period hindered the ability of customers to shop. The cost of removing snow from the Company's properties during the three months ended March 31, 2016, was approximately $2.3 million, while the mild first quarter of 2017 resulted in snow removal costs of only $0.6 million. Approximately 60% of these costs were billed to tenants.
The recent period of economic expansion has now run in excess of five years. WhileCOVID-19 pandemic, economic conditions within the local Washington, DC metropolitan area have remainedwere relatively stable, issuesstable. Issues facing the Federal government relating to taxation, spending and interest rate policy will likely continue to impact the office, retail and residential real estate markets over the coming years. Because the majority of the Company’s property operating income is produced by our shopping centers,Shopping Centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion plans. Based on our observations, we continue to adapt our marketing and merchandising strategies in a wayways to maximize our future performance. The Company’s overallcommercial leasing percentage, on a comparative same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, was 95.4%increased to 93.0% at September 30, 2017, compared to 95.3%2022, from 92.5% at September 30, 2016.2021.
The Company maintains a ratio of total debt to total asset value of under 50%, which allows the Company to obtain additional secured borrowings if necessary. As of September 30, 2017, amortizing2022, including the $100.0 million hedged variable-rate debt,
total fixed-rate debt with staggered maturities from 20182023 to 20352041 represented approximately 89.3%89.4% of the Company’s notes payable, thus minimizingmitigating refinancing risk in any given year.risk. The Company has a commitment from a lender to refinanceCompany’s unhedged variable-rate debt consists of $128.0 million outstanding
under the only fixed-rate mortgage scheduled to mature in 2018. The new $60.0 million loan will bear interest at a fixed rateCredit Facility. As of 3.75%, require monthly principal and interest payments of $308,500 based on a 25-year amortization schedule and mature in 2032. The new loan is expected to close during the fourth quarter, subject to normal closing conditions, and proceeds will be used to repay the remaining balance of approximately $28.0 million on the existing mortgage and reduce the outstanding balance of the revolving credit facility. As of
September 30, 2017, the Company’s variable-rate debt consisted of a $14.2 million bank term loan secured by Metro Pike Center and $89.0 million outstanding under the revolving credit facility. As of September 30, 2017,2022, the Company has availability of approximately $185.8$248.8 million under its $275.0 million unsecured revolving line of credit.Credit Facility.
Although it is management’s present intention to concentrate future acquisition and development activities on community and neighborhood shopping centers and
transit-centric, primarily residential mixed-use properties and grocery-anchored shopping centers in the Washington, DC/D.C./Baltimore metropolitan area, and the southeastern region of the United States, the Company may, in the future, also acquire other types of real estate in other areas of the country as opportunities present themselves. While theThe Company mayplans to continue to diversify in terms of property types, locations, size and market, the Companyand it does not set any limit on the amount or percentage of Company assets that may be invested in any one property or any one geographic area.area.
The following table sets forth average annualized base rent per square foot and average annualized effective rent per square foot for the Company’s Commercial properties (all properties except for the apartments within The Waycroft, Clarendon Center and Park Van Ness properties). For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions.
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| | Commercial Rents per Square Foot | | | | | | |
| | Nine Months Ended September 30, | | | | | | |
| | 2022 | | 2021 | | | | | | |
| Base rent | | $ | 20.52 | | | $ | 20.59 | | | | | | | |
| Effective rent | | $ | 18.91 | | | $ | 18.87 | | | | | | | |
| | | | | | | | | | |
Recent Developments
small shop space, 450 apartments and a 230,000 square foot office building. The office tower portion of Phase I will not be constructed at this time. In connection with the development of the residential and retail portions of Phase I, we must also invest in infrastructure and other items that will support both Phase I and other portions of the development of Twinbrook Quarter. The total cost of the project is expected to be approximately $331.5 million, of which $271.4 million is related to the development of the residential and retail portions of Phase I and $60.1 million is related to infrastructure and other items. A portion of the project will be financed by a $145.0 million construction-to-permanent loan. Below grade concrete and framing are complete. Concrete is being poured at the fourth level above ground. Initial delivery of Phase I is anticipated in late 2024. The development potential of all phases of the entire 18.4 acre Twinbrook Quarter site totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space.
The Company is developing Hampden House, a project located in downtown Bethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. The total cost of the project is expected to be approximately $246.4 million, a portion of which will be financed by a $133.0 million construction-to-permanent loan. Demolition has been completed and excavation is in process. Construction is expected to be completed during 2025.
Critical Accounting Policies
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make certain estimates and assumptions that affect the reporting of financial position and results of operations. If judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of the financial statements. The Company has identified the following policies that, due to estimates and assumptions inherent in these policies, involve a relatively high degree of judgment and complexity.
Real Estate Investments
Real estate investment properties are stated at historic cost less depreciation. Although the Company intends to own its real estate investment properties over a long term, from time to time it will evaluate its market position, market conditions, and other factors and may elect to sell properties that do not conform to the Company’s investment profile. Management believes that the Company’s real estate assets have generally appreciated in value since their acquisition or development and, accordingly, the aggregate current value exceeds their aggregate net book value and also exceeds the value of the Company’s liabilities as reported in the financial statements. Because the financial statements are prepared in conformity with GAAP, they do not report the current value of the Company’s real estate investment properties.
The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their relative fair values. The fair value
If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying valueamount of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors when identifying impairment indicators including recurring operating losses, significant decreases in occupancy, and significant adverse changes in market conditions, legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, are compared to the carrying valueamount of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying valueamount is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss is recognized equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The fair value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected.
When incurred, the Company capitalizes the cost of improvements that extend the useful life of propertyAccounts Receivable, Accrued Income, and equipment. All repair and maintenance expenditures are expensed when incurred. Leasehold improvements expenditures are capitalized when certain criteria are met, including when we supervise construction and will own the improvement. Tenant improvements that we own are depreciated over the life of the respective lease or the estimated useful life of the improvements, whichever is shorter.
Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under construction. Upon substantial completion of construction and the placement of assets into service, rental income, direct operating expenses, and depreciation associated with such properties are included in current operations and capitalization of interest ceases. Commercial development projects are substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the
appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects. Depreciation is calculated using the straight-line method and estimated useful lives generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements.
Deferred Leasing Costs
Certain initial direct costs incurred by the Company in negotiating and consummating successful Commercial leases are capitalized and amortized over the initial base term of the leases. Deferred leasing costs consist of commissions paid to third-party leasing agents as well as internal direct costs such as employee compensation and payroll-related fringe benefits directly related to time spent performing successful leasing-related activities. Such activities include evaluating prospective tenants’ financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing transactions. In addition, deferred leasing costs include amounts attributed to in-place leases associated with acquired properties.
Revenue Recognition
Rental and interest income is accrued as earned. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs. Expense recoveries are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue, known as percentage rent, is recognized when a tenant reports sales that exceed a breakpoint specified in the lease agreement.
Allowance for Doubtful Accounts - Current and Deferred Receivables
Accounts receivable primarily represent amounts accrued and unpaidcurrently due from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. In addition to rents due currently, accounts receivable include amounts representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases. ReservesIndividual leases are established with a charge to incomeassessed for tenants whose rent payment history or financial condition casts doubtcollectability and, upon the tenant’s abilitydetermination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to perform under itsrental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. We also assess whether operating lease obligations.receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, effects of tenant bankruptcies, historical levels of bad debt and current economic trends. Additionally, because of the uncertainties related to the impact of the COVID-19 pandemic, our assessment also takes into consideration the types of business conducted by tenants and current discussions with the tenants, as well as recent rent collection experience. Evaluating and estimating uncollectable lease payments and related receivables requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. Actual results could differ from these estimates.
Legal Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of current matters will not have a material adverse effect on its financial position or the results of operations. Upon determination that a loss is probable to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine.
Results of Operations
Three months ended September 30, 2022 (the “2022 Quarter”) compared to the three months ended September 30, 2021 (the “2021 Quarter”)
Net income for the 2022 Quarter decreased to $15.5 million from $16.9 million for the 2021 Quarter. Significant changes in revenue and expenses are discussed below.
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended September 30, | | 2021 to 2022 Change |
| (Dollars in thousands) | | 2022 | | 2021 | | Amount | | Percent |
| Base rent | | $ | 50,233 | | | $ | 49,829 | | | $ | 404 | | | 0.8 | % |
| Expense recoveries | | 8,930 | | | 8,488 | | | 442 | | | 5.2 | % |
| Percentage rent | | 265 | | | 208 | | | 57 | | | 27.4 | % |
| Other property revenue | | 454 | | | 384 | | | 70 | | | 18.2 | % |
| Credit recoveries on operating lease receivables, net | | 69 | | | 149 | | | (80) | | | (53.7) | % |
| Rental revenue | | 59,951 | | | 59,058 | | | 893 | | | 1.5 | % |
| Other revenue | | 1,136 | | | 1,198 | | | (62) | | | (5.2) | % |
| Total revenue | | $ | 61,087 | | | $ | 60,256 | | | $ | 831 | | | 1.4 | % |
Base rent includes $(0.4) million and $0.3 million for the 2022 Quarter and 2021 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $0.3 million for the 2022 Quarter and 2021 Quarter to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
Total revenue increased 1.4% in the 2022 Quarter compared to the 2021 Quarter, as described below.
Base Rent. The $0.4 million increase in base rent in the 2022 Quarter compared to the 2021 Quarter is primarily attributable to The Waycroft.
Expense recoveries. The $0.4 million increase in expense recoveries in 2022 Quarter compared to the 2021 Quarter is primarily attributable to an increase in recoverable property operating expenses.
Expenses
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | 2021 to 2022 Change |
| (Dollars in thousands) | 2022 | | 2021 | | Amount | | Percent |
| Property operating expenses | $ | 8,995 | | | $ | 8,210 | | | $ | 785 | | | 9.6 | % |
| | | | | | | |
| Real estate taxes | 7,078 | | | 7,154 | | | (76) | | | (1.1) | % |
| Interest expense, net and amortization of deferred debt costs | 11,103 | | | 10,914 | | | 189 | | | 1.7 | % |
| Depreciation and amortization of lease costs | 12,195 | | | 12,467 | | | (272) | | | (2.2) | % |
| General and administrative | 5,555 | | | 4,626 | | | 929 | | | 20.1 | % |
| | | | | | | |
| | | | | | | |
| Loss on early extinguishment of debt | 648 | | | — | | | 648 | | | NM |
| Total expenses | $ | 45,574 | | | $ | 43,371 | | | $ | 2,203 | | | 5.1 | % |
NM - Not Meaningful
Total expenses increased 5.1% in the 2022 Quarter compared to the 2021 Quarter, as described below.
Property operating expenses. The $0.8 million increase in property operating expenses in the 2022 Quarter compared to the 2021 Quarter is primarily attributable to (a) higher repairs and maintenance expenses across the portfolio of $0.4 million, (b) increased payroll costs of $0.1 million and (c) increased parking expenses of $0.1 million.
General and Administrative. General and administrative expenses increased 20.1% in the 2022 Quarter primarily due to (a) fees paid to third-parties related to the early refinance of loans at Beacon Center and Seven Corners Center totaling $0.5 million and (b) increased salaries and benefits of $0.3 million.
Loss on early extinguishment of debt. Loss on early extinguishment of debt increased by $0.6 million due to the early refinance of loans at Great Falls Center and Village Center.
Nine months ended September 30, 2022 (the “2022 Period”) compared to the nine months ended September 30, 2021 (the “2021 Period”)
Net income for the 2022 Period increased to $50.0 million from $45.8 million for the 2021 Period. Significant changes in revenue and expenses are discussed below.
Revenue
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Nine Months Ended
September 30, | | 2021 to 2022 Change |
| (Dollars in thousands) | | 2022 | | 2021 | | Amount | | Percent |
| Base rent | | $ | 150,070 | | | $ | 147,877 | | | $ | 2,193 | | | 1.5 | % |
| Expense recoveries | | 26,723 | | | 26,235 | | | 488 | | | 1.9 | % |
| Percentage rent | | 1,489 | | | 1,294 | | | 195 | | | 15.1 | % |
| Other property revenue | | 1,463 | | | 1,030 | | | 433 | | | 42.0 | % |
| Credit recoveries (losses) on operating lease receivables, net | | 20 | | | (802) | | | 822 | | | NM |
| Rental revenue | | 179,765 | | | 175,634 | | | 4,131 | | | 2.4 | % |
| Other revenue | | 3,759 | | | 3,351 | | | 408 | | | 12.2 | % |
| Total revenue | | $ | 183,524 | | | $ | 178,985 | | | $ | 4,539 | | | 2.5 | % |
NM - Not Meaningful
Base rent includes $(0.5) million and $1.8 million for the 2022 Period and the 2021 Period, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $1.0 million for the 2022 Period and 2021 Period to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
Total revenue increased 2.5% in the 2022 Period compared to the 2021 Period, as described below.
Base Rent. The $2.2 million increase in base rent in the 2022 Period compared to the 2021 Period is primarily attributable to The Waycroft.
Expense recoveries. The $0.5 million increase in the 2022 Period compared to the 2021 Period is primarily attributable to an increase in recoverable property operating expenses.
Other property revenue. The $0.4 million increase in the 2022 Period compared to the 2021 Period is primarily attributable to (a) higher late fee and interest charges of $0.2 million and (b) higher residential move-in fees of $0.1 million.
Credit Recoveries (Losses) on Operating Lease Receivables, net. Credit recoveries (losses) on operating lease receivables, net for the 2022 Period decreased $0.8 million from the 2021 Period. The decrease, which increases income, is primarily due to higher collections in 2022 of previously reserved rents.
Other Revenue. Other revenue increased $0.4 million primarily due to (a) higher parking revenue of $0.6 million, partially offset by (b) lower lease termination fees of $0.2 million.
Expenses
| | | | | | | | | | | | | | | | | | | | | | | |
| | Nine Months Ended
September 30, | | 2021 to 2022 Change |
| (Dollars in thousands) | 2022 | | 2021 | | Amount | | Percent |
| Property operating expenses | $ | 26,174 | | | $ | 24,420 | | | $ | 1,754 | | | 7.2 | % |
| | | | | | | |
| Real estate taxes | 21,652 | | | 22,121 | | | (469) | | | (2.1) | % |
| Interest expense, net and amortization of deferred debt costs | 32,162 | | | 34,559 | | | (2,397) | | | (6.9) | % |
| Depreciation and amortization of deferred leasing costs | 36,899 | | | 37,852 | | | (953) | | | (2.5) | % |
| General and administrative | 15,988 | | | 14,234 | | | 1,754 | | | 12.3 | % |
| | | | | | | |
| | | | | | | |
| Loss on early extinguishment of debt | 648 | | | — | | | 648 | | | NM |
| Total expenses | $ | 133,523 | | | $ | 133,186 | | | $ | 337 | | | 0.3 | % |
NM - Not Meaningful
Total expenses increased 0.3% in the 2022 Period compared to the 2021 Period, as described below.
Property Operating Expenses. Property operating expenses increased 7.2% in the 2022 Period primarily due to (a) increased repair and maintenance costs throughout the portfolio of $0.8 million, (b) increased utility costs of $0.2 million, (c) increased payroll costs of $0.2 million, (d) increased parking costs of $0.2 million and (e) increased real estate tax appeal fees of $0.2 million.
Interest Expense, net and Amortization of Deferred Debt Costs. Interest expense, net and amortization of deferred debt costs decreased 6.9% in the 2022 Period primarily due to (a) higher capitalized interest of $2.9 million, which was largely driven by the Twinbrook development project and (b) lower interest incurred as a result of lower weighted average interest rates of $0.2 million, partially offset by (c) higher interest incurred as a result of higher average debt outstanding of $0.7 million.
General and Administrative. General and administrative expenses increased 12.3% in the 2022 Period primarily due to (a) increased salaries and benefits of $0.8 million, (b) fees paid to third-parties related to the early refinance of loans at Beacon Center and Seven Corners Center totaling $0.5 million, and (c) increased recruiting costs of $0.3 million.
Loss on early extinguishment of debt. Loss on early extinguishment of debt increased by $0.6 million due to the early refinance of loans at Great Falls Center and Village Center.
Same property revenue and same property operating income
Same property revenue and same property operating income are non-GAAP financial measures of performance and improve the comparability of these measures by excluding the results of properties which were not in operation for the entirety of the comparable reporting periods.
We define same property revenue as total revenue minus the sum of interest income and revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property operating income as net income plus the sum of(a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of lease costs, (c) general and administrative expense,expenses, (d) change in fair value of derivatives, and (e) loss on the early extinguishment of debt (if any), predevelopment expense and acquisition related costs, minus the sum of interest income, the change in the fair value of derivatives,(f) gains on property dispositions (if any) and (g) the resultsoperating income of properties whichthat were not in operation for the entirety of the comparable periods.
Other REITs may use different methodologies for calculating same property revenue and same property operating income. Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs.
Same property revenue and same property operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of
operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of our properties. We believe the exclusion of these items from property revenue and property operating income is useful because the resulting measures capture the actual revenue generated and actual expenses incurred by operating our properties.
Same property revenue and same property operating income are measures of the operating performance of our properties but do not measure our performance as a whole. Such measures are therefore not substitutes for total revenue, net income or operating income as computed in accordance with GAAP.
The tables below provide reconciliations of total property revenue and netproperty operating income under GAAP to same property revenue and operating income for the indicated periods. TheNo properties were excluded for same property results include (a) 48 Shopping Centers in each period and (b) six Mixed-Use properties and five Mixed-Use properties for the three- and nine-months ended September 30, 2017, respectively.
2022 Quarter or the 2022 Period. Same property revenue
| | | (in thousands) | | Three months ended September 30, | | Nine months ended September 30, | (in thousands) | | Three Months Ended September 30, | | Nine Months Ended September 30, |
| | | 2017 | | 2016 | | 2017 | | 2016 | | 2022 | | 2021 | | 2022 | | 2021 |
| Total revenue | | $ | 56,237 |
| | $ | 53,233 |
| | $ | 170,610 |
| | $ | 162,869 |
| Total revenue | | $ | 61,087 | | | $ | 60,256 | | | $ | 183,524 | | | $ | 178,985 | |
| Less: Interest income | | (9 | ) | | (12 | ) | | (31 | ) | | (36 | ) | |
| Less: Acquisitions, dispositions and development properties | | (1,351 | ) | | (580 | ) | | (10,336 | ) | | (3,314 | ) | Less: Acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same property revenue | | $ | 54,877 |
| | $ | 52,641 |
| | $ | 160,243 |
| | $ | 159,519 |
| Total same property revenue | | $ | 61,087 | | | $ | 60,256 | | | $ | 183,524 | | | $ | 178,985 | |
| | Shopping Centers | | $ | 39,483 |
| | $ | 38,331 |
| | $ | 120,569 |
| | $ | 119,161 |
| Shopping Centers | | $ | 42,478 | | | $ | 42,485 | | | $ | 128,615 | | | $ | 126,935 | |
| Mixed-Use properties | | 15,394 |
| | 14,310 |
| | 39,674 |
| | 40,358 |
| Mixed-Use properties | | 18,609 | | | 17,771 | | | 54,909 | | | 52,050 | |
| Total same property revenue | | $ | 54,877 |
| | $ | 52,641 |
| | $ | 160,243 |
| | $ | 159,519 |
| Total same property revenue | | $ | 61,087 | | | $ | 60,256 | | | $ | 183,524 | | | $ | 178,985 | |
| | Total Shopping Center revenue | | Total Shopping Center revenue | | $ | 42,478 | | | $ | 42,485 | | | $ | 128,615 | | | $ | 126,935 | |
| Less: Shopping Center acquisitions, dispositions and development properties | | Less: Shopping Center acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same Shopping Center revenue | | Total same Shopping Center revenue | | $ | 42,478 | | | $ | 42,485 | | | $ | 128,615 | | | $ | 126,935 | |
| | Total Mixed-Use property revenue | | Total Mixed-Use property revenue | | $ | 18,609 | | | $ | 17,771 | | | $ | 54,909 | | | $ | 52,050 | |
| Less: Mixed-Use acquisitions, dispositions and development properties | | Less: Mixed-Use acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same Mixed-Use revenue | | Total same Mixed-Use revenue | | $ | 18,609 | | | $ | 17,771 | | | $ | 54,909 | | | $ | 52,050 | |
The $2.2$0.8 million increase in same property revenue for the three months ended September 30, 2017 (the "2017 Quarter") compared to the three months ended September 30, 2016 (the "2016 Quarter"), was primarily due to (a) an increase in base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.9 million) and (b) an increase in expense recoveries ($0.8 million) partially offset by (c) the impact of the Kmart termination ($0.3 million) and (d) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.2 million).
The $0.7 million increase in same property revenue for the nine months ended September 30, 2017 (the "2017 Period"), compared to the nine months ended September 30, 2016 (the "2016 Period"), was primarily due to (a) higher base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.1 million) and (b) higher other income ($0.3 million) partially offset by (c) the impact of the Kmart termination ($0.4 million) and (d) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.3 million).
Same property operating income
|
| | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | 2017 | | 2016 | | 2017 | | 2016 |
| Net income | $ | 14,385 |
| | $ | 12,723 |
| | $ | 46,180 |
| | $ | 42,344 |
|
| Add: Interest expense and amortization of deferred debt costs | 11,821 |
| | 11,524 |
| | 35,585 |
| | 34,268 |
|
| Add: Depreciation and amortization of deferred leasing costs | 11,363 |
| | 11,626 |
| | 34,396 |
| | 33,478 |
|
| Add: General and administrative | 4,363 |
| | 4,033 |
| | 13,178 |
| | 12,500 |
|
| Add: Acquisition related costs | — |
| | 57 |
| | — |
| | 57 |
|
| Add: Change in fair value of derivatives | 1 |
| | (1 | ) | | 2 |
| | 9 |
|
| Less: Interest income | (9 | ) | | (12 | ) | | (31 | ) | | (36 | ) |
| Property operating income | 41,924 |
| | 39,950 |
| | 129,310 |
| | 122,620 |
|
| Less: Acquisitions, dispositions & development property | 1,060 |
| | 192 |
| | 6,737 |
| | 862 |
|
| Total same property operating income | $ | 40,864 |
| | $ | 39,758 |
| | $ | 122,573 |
| | $ | 121,758 |
|
| Shopping Centers | $ | 30,971 |
| | $ | 30,290 |
| | $ | 95,866 |
| | $ | 93,733 |
|
| Mixed-Use properties | 9,893 |
| | 9,468 |
| | 26,707 |
| | 28,025 |
|
| Total same property operating income | $ | 40,864 |
| | $ | 39,758 |
| | $ | 122,573 |
| | $ | 121,758 |
|
The $1.1 million increase in same property operating income in the 20172022 Quarter compared to the 20162021 Quarter was primarily due to (a) higher base rent exclusive of the impact$0.4 million and (b) higher expense recoveries of the Kmart termination at Kentlands ($1.9 million) partially offset by (b) the impact of the Kmart termination ($0.3 million), (c) higher property operating expenses net of recoveries ($0.3 million) and (d) higher real estate taxes net of recoveries ($0.2 million).$0.4 million.
The $0.8$4.5 million increase in same property operating incomerevenue for the 20172022 Period compared to the 20162021 Period was primarily due to (a) higher base rent exclusive of the impact of the Kmart termination at Kentlands ($1.1 million),$2.3 million, (b) lower provision for credit losses ($0.4 million) andon operating lease receivables, net of $0.7 million, (c) higher other income ($0.3 million) partially offset by (d) the impact of the Kmart termination ($0.3 million), (e) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.3 million)$0.6 million, (d) higher expense recoveries of $0.5 million and (f)(d) higher real estate taxes netother property revenue of recoveries ($0.2 million).$0.4 million.
Three months ended September 30, 2017 compared to the three months endedSeptember 30, 2016
Revenue
|
| | | | | | | | | | | | | | | |
| | | Three months ended September 30, | | 2016 to 2017 Change |
| (Dollars in thousands) | | 2017 | | 2016 | | Amount | | Percent |
| Base rent | | $ | 45,385 |
| | $ | 43,151 |
| | $ | 2,234 |
| | 5.2 | % |
| Expense recoveries | | 9,447 |
| | 8,561 |
| | 886 |
| | 10.3 | % |
| Percentage rent | | 67 |
| | 57 |
| | 10 |
| | 17.5 | % |
| Other | | 1,338 |
| | 1,464 |
| | (126 | ) | | (8.6 | )% |
| Total revenue | | $ | 56,237 |
| | $ | 53,233 |
| | $ | 3,004 |
| | 5.6 | % |
Base rent includes $(96,800) and $221,500 for the 2017 Quarter and 2016 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $357,500 and $428,600 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands) | | 2022 | | 2021 | | 2022 | | 2021 |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net income | | $ | 15,513 | | | $ | 16,885 | | | 50,001 | | | $ | 45,799 | |
| Add: Interest expense, net and amortization of deferred debt costs | | 11,103 | | | 10,914 | | | 32,162 | | | 34,559 | |
| Add: Depreciation and amortization of lease costs | | 12,195 | | | 12,467 | | | 36,899 | | | 37,852 | |
| Add: General and administrative | | 5,555 | | | 4,626 | | | 15,988 | | | 14,234 | |
| | | | | | | | |
| Add: Loss on early extinguishment of debt | | 648 | | | — | | | 648 | | | — | |
| | | | | | | | |
| Property operating income | | 45,014 | | | 44,892 | | | 135,698 | | | 132,444 | |
| Less: Acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same property operating income | | $ | 45,014 | | | $ | 44,892 | | | $ | 135,698 | | | $ | 132,444 | |
| | | | | | | | |
| Shopping Centers | | $ | 33,652 | | | $ | 33,845 | | | $ | 101,513 | | | $ | 99,848 | |
| Mixed-Use properties | | 11,362 | | | 11,047 | | | 34,185 | | | 32,596 | |
| Total same property operating income | | $ | 45,014 | | | $ | 44,892 | | | $ | 135,698 | | | $ | 132,444 | |
| | | | | | | | |
| Shopping Center operating income | | $ | 33,652 | | | $ | 33,845 | | | $ | 101,513 | | | $ | 99,848 | |
| Less: Shopping Center acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same Shopping Center operating income | | $ | 33,652 | | | $ | 33,845 | | | $ | 101,513 | | | $ | 99,848 | |
| | | | | | | | |
| Mixed-Use property operating income | | $ | 11,362 | | | $ | 11,047 | | | $ | 34,185 | | | $ | 32,596 | |
| Less: Mixed-Use acquisitions, dispositions and development properties | | — | | | — | | | — | | | — | |
| Total same Mixed-Use property operating income | | $ | 11,362 | | | $ | 11,047 | | | $ | 34,185 | | | $ | 32,596 | |
Same property operating income increased $0.1 million, or 0.3%, for the 2017 Quarter and 2016 Quarter, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
Total revenue increased 5.6% in the 20172022 Quarter compared to the 20162021 Quarter. Shopping Center same property operating income for the 2022 Quarter primarily due to revenues generated by (a) Park Van Ness ($1.4 million) and (b) Burtonsville Town Square ($1.2 million).totaled $33.7 million, a $0.2 million decrease from the 2021 Quarter. Mixed-Use same property operating income totaled $11.4 million, a $0.3 million increase from the 2021 Quarter.
Operating Expenses
|
| | | | | | | | | | | | | | |
| | Three months ended September 30, | | 2016 to 2017 Change |
| (Dollars in thousands) | 2017 | | 2016 | | Amount | | Percent |
| Property operating expenses | $ | 7,418 |
| | $ | 6,685 |
| | $ | 733 |
| | 11.0 | % |
| Provision for credit losses | 52 |
| | 391 |
| | (339 | ) | | (86.7 | )% |
| Real estate taxes | 6,834 |
| | 6,195 |
| | 639 |
| | 10.3 | % |
| Interest expense and amortization of deferred debt costs | 11,821 |
| | 11,524 |
| | 297 |
| | 2.6 | % |
| Depreciation and amortization of deferred leasing costs | 11,363 |
| | 11,626 |
| | (263 | ) | | (2.3 | )% |
| General and administrative | 4,363 |
| | 4,033 |
| | 330 |
| | 8.2 | % |
| Acquisition related costs | — |
| | 57 |
| | (57 | ) | | (100.0 | )% |
| Total operating expenses | $ | 41,851 |
| | $ | 40,511 |
| | $ | 1,340 |
| | 3.3 | % |
TotalSame property operating expensesincome increased 3.3% in$3.3 million, or 2.5%, for the 2017 Quarter2022 Period, compared to the 2016 Quarter.
Property Operating Expenses. Property2021 Period. Shopping Center same property operating expensesincome increased 11.0% in the 2016 Quarter primarily due to$1.7 million, or 1.7%, and Mixed-Use same property operating income increased maintenance and repair costs throughout the portfolio ($0.7 million)$1.6 million, or 4.9%.
Provision for credit losses. The provision for credit losses for the 2017 Quarter represents 0.09% of the Company’s revenue, a decrease from 0.73% for the 2016 Quarter.
Real Estate taxes. Real estate taxes Shopping Center same property operating income increased 10.3% in the 2017 Quarter primarily due to (a) Park Van Ness ($0.2 million), (b) Burtonsville Town Square ($0.1 million) and (c) small increases at several properties throughout the portfolio.
Interest expense and amortization of deferred debt costs. Interest expense increased 2.6% in the 2017 Quarter primarily due to (a) additional debt incurred in connection with the acquisition of Burtonsville Town Square ($0.6 million), (b) higher interest expense related to Park Van Ness ($0.1 million), partially offset by (c) higher capitalized interest ($0.4 million).
Depreciation and amortization of deferred leasing costs. Depreciation and amortization of deferred leasing costs decreased 2.3% in the 2017 Quarter primarily due to (a) lower depreciation expense related to Glebe Road ($0.6 million) partially offset by increased depreciation at (b) Park Van Ness ($0.1 million) and (c) Burtonsville Town Square ($0.2 million).
General and administrative expense. General and administrative expense increased 8.2% in the 2017 Quarter primarily due to (a) higher compensation expense ($0.2 million) and (b) higher state and local taxes ($0.1 million).
Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016
Revenue
|
| | | | | | | | | | | | | | |
| | Nine Months Ended
September 30, | | 2016 to 2017 Change |
| (Dollars in thousands) | 2017 | | 2016 | | Amount | | Percent |
| Base rent | $ | 135,436 |
| | $ | 128,338 |
| | $ | 7,098 |
| | 5.5 | % |
| Expense recoveries | 26,378 |
| | 26,011 |
| | 367 |
| | 1.4 | % |
| Percentage rent | 968 |
| | 1,016 |
| | (48 | ) | | (4.7 | )% |
| Other | 7,828 |
| | 7,504 |
| | 324 |
| | 4.3 | % |
| Total revenue | $ | 170,610 |
| | $ | 162,869 |
| | $ | 7,741 |
| | 4.8 | % |
Base rent includes $0.4 million and $1.1 million for the 2017 Period and the 2016 Period, respectively, to recognize base rent of $0.8 million, (b) lower credit losses on a straight-line basis. In addition, baseoperating lease receivables and corresponding reserves, net of $0.6 million and (c) higher percentage rent includes $1.3 million and $1.3 million for the 2017 Period and the 2016 Period, respectively, to recognizeof $0.2 million. Mixed-Use same property operating income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
Total revenue increased 4.8% in the 2017 Period compared to the 2016 Period.
Base Rent. The $7.1 million increase in base rent in the 2017 Period compared to 2016 Period is primarily attributable to (a) a $0.65 per square foot increase in commercial base rent ($4.2 million) and (b) residential base rent ($4.1 million) partially offset by (c) a 85,686 square foot decrease in commercial leased space ($1.2 million).
Expense Recoveries. Expense recoveries increased 1.4% in the 2017 Period primarily due to acquired properties.
Other revenue. Other revenue increased $0.3 million in the 2017 Period compared to the 2016 Period due to acquired properties.
Operating Expenses
|
| | | | | | | | | | | | | | |
| | Nine Months Ended
September 30, | | 2016 to 2017 Change |
| (Dollars in thousands) | 2017 | | 2016 | | Amount | | Percent |
| Property operating expenses | $ | 20,543 |
| | $ | 20,740 |
| | $ | (197 | ) | | (0.9 | )% |
| Provision for credit losses | 602 |
| | 1,207 |
| | (605 | ) | | (50.1 | )% |
| Real estate taxes | 20,124 |
| | 18,266 |
| | 1,858 |
| | 10.2 | % |
| Interest expense and amortization of deferred debt costs | 35,585 |
| | 34,268 |
| | 1,317 |
| | 3.8 | % |
| Depreciation and amortization of deferred leasing costs | 34,396 |
| | 33,478 |
| | 918 |
| | 2.7 | % |
| General and administrative | 13,178 |
| | 12,500 |
| | 678 |
| | 5.4 | % |
| Acquisition related costs | — |
| | 57 |
| | (57 | ) | | (100.0 | )% |
| Total operating expenses | $ | 124,428 |
| | $ | 120,516 |
| | $ | 3,912 |
| | 3.2 | % |
Total operating expenses increased 3.2% in the 2017 Period compared to the 2016 Period.
Property Operating Expenses. Property operating expenses decreased 0.9% in the 2017 Period primarily due to (a) higher base rent of $1.5 million, (b) higher parking income, net of expenses of $0.4 million, (c) higher other property revenue of $0.2 million, (d) lower snow removal costs ($1.7 million)credit losses on operating lease receivables and corresponding reserves, net of $0.1 million, partially offset by (b) the operation of Park Van Ness ($0.7 million), (c) Burtonsville Town Square ($0.2 million) and (d) increased maintenance and repair costs throughout the portfolio ($0.7 million).
Provision for credit losses. The provision for credit losses for the 2017 Period represents 0.35% of the Company’s revenue, a decrease from 0.74% for the 2016 Period.
Real Estate Taxes. Real estate taxes increased 10.2% in the 2017 Period primarily due to (a) Park Van Ness ($0.7 million), (b) 601 Pennsylvania Avenue ($0.2 million), (c) Burtonsville Town Square ($0.2 million), and (d) increased assessed values of several properties.
Interest and amortization of deferred debt costs. Interest and amortization of deferred debt costs increased 3.8% to $35.6 million in the 2017 Period primarily due to (a) Burtonsville Town Square ($1.6 million) and (b) Park Van Ness ($0.6 million) partially offset by (c) increased capitalized interest ($0.7 million).
Depreciation and amortization of deferred leasing costs. The increase in depreciation and amortization to $34.4 million in the 2017 Period from $33.5 million in the 2016 Period was due primarily to (a) Park Van Ness ($1.1 million) and (b) Burtonsville Town Square ($1.1 million) partially offset by (c) the net impact of other asset acquisitions and disposals ($0.3 million), (d) lower depreciation expense related to Glebe Road ($0.8 million) and (e) lower amortizationrecovery income, net of deferred leasing costs ($0.3 million).expenses of $0.8 million.
General and administrative expense. The 5.4% increase in general and administrative expense was primarily due to
(a) increased salary and benefit expense ($0.6 million) and (b) state and local tax expense ($0.1 million).
Liquidity and Capital Resources
Cash and cash equivalents totaled $9.4$10.3 million and $9.8$11.9 million at September 30, 20172022 and 2016,2021, respectively. The Company’s cash flow is affected by its operating, investing and financing activities, as described below.
| | | | | | | | | | | |
| | Nine Months Ended September 30, |
| (In thousands) | 2022 | | 2021 |
| Net cash provided by operating activities | $ | 92,009 | | | $ | 89,019 | |
| Net cash used in investing activities | (84,509) | | | (38,788) | |
| Net cash used in financing activities | (11,803) | | | (65,170) | |
| Net decrease in cash and cash equivalents | $ | (4,303) | | | $ | (14,939) | |
|
| | | | | | | |
| | Nine Months Ended September 30, |
| (In thousands) | 2017 | | 2016 |
| Net cash provided by operating activities | $ | 74,443 |
| | $ | 70,351 |
|
| Net cash used in investing activities | (99,486 | ) | | (44,685 | ) |
| Net cash provided by (used in) financing activities | 26,106 |
| | (25,833 | ) |
| Increase (decrease) in cash and cash equivalents | $ | 1,063 |
| | $ | (167 | ) |
Operating Activities
Net cash provided by operating activities represents cash received primarily from rental revenue, plus other revenue, less property operating expenses, leasing costs, normal recurring general and administrative expenses and interest payments on debt outstanding.
Investing Activities
Net cash used in investing activities includes property acquisitions, developments, redevelopments, tenant improvements and other property capital expenditures. The $54.8$45.7 million increase in cash used in investing activities is primarily due to higher acquisition(a) increased development expenditures ($69.2 million)of $55.0 million, partially offset by lower development expenditures ($8.8 million).(b) decreased acquisitions of real estate investments of $9.0 million and (c) decreased additions to real estate investments throughout the portfolio of $0.2 million.
Financing Activities
Net cash provided by financing activities for the nine months endedSeptember 30, 2017 primarily reflects:
proceeds from notes payable totaling $40.0 million;
advances from the revolving credit facility totaling $55.0 million;
proceeds of $5.8 million from the issuance of limited partnership units in the Operating Partnership pursuant to our Dividend Reinvestment and Stock Purchase Plan ("DRIP");
proceeds of $15.3 million from the issuance of common stock pursuant to our DRIP, directors’ Deferred Compensation Plan and the exercise of stock options; and
advances of $1.4 million from the Park Van Ness construction loan;
which was partially offset by:
repayment of notes payable totaling $20.3 million;
revolving credit facility principal payments of $15.0 million;
distributions to common stockholders totaling $33.4 million;
distributions to holders of convertible limited partnership units in the Operating Partnership totaling $11.4 million; and
distributions to preferred stockholders totaling $9.3 million.
Net cash used in financing activities for the nine months endedSeptember 30, 2016 primarily reflects:
revolving credit facility principal payments of $37.0 million;
repayment of notes payable totaling $18.4 million;
distributionsrepresents (a) cash used to common stockholders totaling $29.3 million;
repay and curtail loans, redeem preferred stock and pay dividends and distributions to holders of convertiblecommon stock, preferred stock and limited partnership units in the Operating Partnership totaling $10.1 million;minus (b) cash received from loan proceeds and
distributions to preferred stockholders totaling $9.3 million;
which was partially offset by:
advances from the revolving credit facility totaling $32.0 million;
proceeds of $5.1 million from the issuance of limited partnership units in the Operating Partnership pursuant to our DRIP;
proceeds of $17.9 million from the issuance of common stock, pursuantpreferred stock and limited partnership units. See note 5 to our DRIP, directors’ Deferred Compensation Plan and the exerciseconsolidated financial statements for a discussion of stock options; and
advances of $23.1 million from the Park Van Ness construction loan.
financing activity.
Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring operating expenses and capital expenditures, debt service requirements (including debt service relating to additional and replacement debt), distributions to common and preferred stockholders, distributions to unit holders, and amounts required for expansion and renovation of the Current Portfolio Properties and selective acquisition and development of additional properties. In order to qualify as a REIT for federal income tax purposes, the Company must distribute to its stockholders at least 90% of its “real estate investment trust taxable income,” as defined in the Code. The Company expects to meet these short-term liquidity requirements (other than amounts required for additional property acquisitions and developments) through cash provided from operations, available cash and its existing line of credit.
The Company is developing Twinbrook Quarter Phase I (“Phase I”) located in Rockville, Maryland. Phase I includes an 80,000 square foot Wegmans, approximately 25,000 square feet of small shop space, 450 apartments and a 230,000 square foot office building. The office tower portion of Phase I will not be constructed at this time. In connection with the development of the residential and retail portions of Phase I, we must also invest in infrastructure and other items that will support both Phase I and other portions of the development of Twinbrook Quarter. The total cost of the project is expected to be approximately $331.5 million, of which $271.4 million is related to the development of the residential and retail portions of Phase I and $60.1 million is related to infrastructure and other items. A portion of the project will be financed by a $145.0 million construction-to-permanent loan. Below grade concrete and framing are complete. Concrete is being poured at the fourth level above ground. Initial delivery of Phase I is anticipated in late 2024. The development potential of all phases of the entire 18.4 acre Twinbrook Quarter site totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space.
The Company is developing Hampden House, a project located in downtown Bethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. The total cost of the project is expected to be approximately $246.4 million, a portion of which will be financed by a $133.0 million construction-to-permanent loan. Demolition has been completed and excavation is in process. Construction is expected to be completed during 2025.
Long-term liquidity requirements consist primarily of obligations under our long-term debt and dividends paid to our preferred shareholders. The Company anticipates that long-term liquidity requirements will also include amounts required for property acquisitions and developments. The Company is in the early stages of the development of a primarily residential project with street-level retail at 750 N. Glebe Road in Arlington, Virginia, the cost of which will be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. The remaining costs are expected to be funded through working capital, including the Company's existing line of credit.
The Company may also redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers.
Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the comingremainder of the year, developments, expansions or acquisitions (if any) are expected to be funded with available cash, bank borrowings from the Company’s credit line,Credit Facility, construction and permanent financing, proceeds from the operation of the Company’s dividend reinvestment planDividend Reinvestment Plan (“DRIP”) or other external debt or equity capital resources available to the Company. Any future borrowings may be at the Saul Centers, Operating Partnership or Subsidiary Partnership level, and securities offerings may include (subject to certain limitations) the issuance of additional limited partnership interests in the Operating Partnership which can be converted into shares of Saul Centers common stock.level. The availability and terms of any such financing will depend upon market and other conditions.
|
| | | | | | | | | | | |
| (In thousands) | Balloon
Payments | | Scheduled
Principal
Amortization | | Total |
| October 1 through December 31, 2017 | $ | — |
| | $ | 7,386 |
| | $ | 7,386 |
|
| 2018 | 130,799 |
| (a) | 29,015 |
| | 159,814 |
|
| 2019 | 60,793 |
| | 27,769 |
| | 88,562 |
|
| 2020 | 61,163 |
| | 25,182 |
| | 86,345 |
|
| 2021 | 11,012 |
| | 24,836 |
| | 35,848 |
|
| 2022 | 36,502 |
| | 25,277 |
| | 61,779 |
|
| Thereafter | 405,693 |
| | 123,478 |
| | 529,171 |
|
| Principal amount | $ | 705,962 |
| | $ | 262,943 |
| | 968,905 |
|
| Unamortized deferred debt expense | | | | | 6,759 |
|
| Net | | | | | $ | 962,146 |
|
(a) Includes $89.0 million outstanding under the line of credit.
Management believes that the Company’s capital resources, which at September 30, 2017 included cash balances of approximately $9.4 million and borrowing availability of approximately $185.8 million on its unsecured revolving credit facility, will be sufficient to meet its liquidity needs for the foreseeable future.
Dividend Reinvestments
In December 1995, theThe Company establishedhas a DRIP to allowthat allows its common stockholders and holders of limited partnership interests an opportunity to buy additional shares of common stock by reinvesting all or a portion of their dividends or distributions. The DRIP provides for investing in newly issued shares of common stock at a 3% discount from market price without payment of any brokerage commissions, service charges or other expenses. All expenses of the DRIP are paid by the
Company. The Company issued 177,335126,213 and 136,623224,706 shares under the DRIP at a weighted average discounted price of $59.14$49.39 and $54.58$37.41 per share, during the nine months endedSeptember 30, 20172022 and 2016,2021, respectively. The Company issued 95,75526,659 and 93,86747,312 limited partnership units under the DRIP at a weighted average price of $60.55$49.81 and $54.80$37.94 per unit during the nine months ended September 30, 20172022 and 2016,2021, respectively. The Company also credited 5,6854,046 and 5,9984,939 shares to directors pursuant to the reinvestment of dividends specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $59.80$49.81 and $54.82$37.52 per share, during the nine months endedSeptember 30, 20172022 and 2016,2021, respectively.
Capital Strategy and Financing Activity
As a general policy, the Company intends to maintain a ratio of its total debt to total asset value of 50% or less and to actively manage the Company’s leverage and debt expense on an ongoing basis in order to maintain prudent coverage of fixed charges. Asset value is the aggregate fair market value of the Current Portfolio Properties and any subsequently acquired properties as reasonably determined by management by reference to the properties’ aggregate cash flow. Given the Company’s current debt level, it is management’s belief that the ratio of the Company’s debt to total asset value was below 50% as of September 30, 2017.2022.
The organizational documents of the Company do not limit the absolute amount or percentage of indebtedness that it may incur. The Board of Directors may, from time to time, reevaluate the Company’s debt/capitalization strategy in light of current economic conditions, relative costs of capital, market values of the Company’s property portfolio, opportunities for acquisition, development or expansion, and such other factors as the Board of Directors then deems relevant. The Board of Directors may modify the Company’s debt/capitalization policy based on such a reevaluation without shareholder approval and consequently, may increase or decrease the Company’s debt to total asset ratio above or below 50% or may waive the policy for certain periods of time. The Company selectively continues to refinance or renegotiate the terms of its outstanding debt in order to achieve longer maturities, and obtain generally more favorable loan terms, whenever management determines the financing environment is favorable.
TheAt September 30, 2022, the Company maintains an unsecuredhad a $525.0 million Credit Facility comprised of a $425.0 million revolving credit facility and a $100.0 million term loan. The revolving credit facility matures on August 29, 2025, which was amended and restated in June 2014. The facility provides working capital and fundsmay be extended by the Company for acquisitions, certain developments, redevelopments and letters of credit, expires on June 23, 2018, and provides for anone additional one-year extension at the Company’s option,year, subject to the Company’s satisfaction of certain conditions. The term loan matures on February 26, 2027, and may not be extended. Through October 2, 2022, interest accrues at a rate of LIBOR plus an applicable spread, which is determined by certain leverage tests. Effective October 3, 2022, in conjunction with the execution of the First Amendment to the Credit Facility, interest accrues at a rate of SOFR plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As of September 30, 2017, $89.02022, the applicable spread for borrowings was 140 basis points related to the revolving credit facility and 135 basis points related to the term loan. Letters of credit may be issued under the Credit Facility. On September 30, 2022, based on the value of the Company’s unencumbered properties, approximately $248.8 million was outstanding, approximately $185.8 million was available under the lineCredit Facility, $228.0 million was outstanding and approximately $185,000$185,000 was committed for letters of credit. The
On August 23, 2022, the Company entered into two floating-to-fixed interest rate underswap agreements to manage the facilityinterest rate risk associated with $100.0 million of its variable-rate debt. The effective date of each swap agreement is variableOctober 3, 2022 and equalseach has a $50.0 million notional amount. One agreement terminates on October 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates on October 1, 2030 and effectively fixes SOFR at 2.91%. Because the suminterest-rate swaps effectively fix SOFR for $100.0 million of one-month LIBOR and a margin that is based on the Company’s leverage ratio, and which can range from 145 basis points to 200 basis points. Based on the leverage ratiovariable-rate debt, unless otherwise indicated, $100.0 million of variable-rate debt will be treated as fixed-rate debt for disclosure purposes as of September 30, 20172022. The Company has designated the agreements as cash flow hedges for accounting purposes.
During the third quarter of 2022, the Company completed early refinancings of four shopping centers, which provided $88.0 million of additional liquidity net of repayment of the existing mortgage loans, associated prepayment penalties and closing costs. The net proceeds from the refinancings were used to curtail the revolving portion of the Credit Facility. As a result of the early refinancings and the interest rate swaps, $128.0 million, or 10.6%, the marginof our outstanding debt at September 30, 2022, was 145 basis points.floating and unhedged.
The facility requires the Company and its subsidiaries to maintain compliance with certain financial covenants. The material covenants require the Company, on a consolidated basis, to:
maintain tangible net worth, as defined in the loan agreement, of at least $542.1 million plus 80% of the Company’s net equity proceeds received after March 2014;
•limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);
•limit the amount of debt so that interest coverage will exceed 2.0x2.0x on a trailing four-quarter basis (interest expense coverage); and
•limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.3x1.4x on a trailing four-quarter basis (fixed charge coverage).
As of September 30, 2017,2022, the Company was in compliance with all such covenants.
Effective September 1, 2017, the Company's $71.6 million construction-to-permanent loan, which is fully drawn and secured by Park Van Ness, converted to permanent financing. The loan matures in 2032, bears interest at a fixed rate of 4.88%, requires monthly principal and interest payments of $413,460 based on a 25-year amortization schedule and requires a final payment of $39.6 million at maturity.
On January 18, 2017, the Company closed on a 15-year, non-recourse $40.0 million mortgage loan secured by Burtonsville Town Square. The loan matures in 2032, bears interest at a fixed rate of 3.39%, requires monthly principal and interest payments of $197,900 based on a 25-year amortization schedule and requires a final payment of $20.3 million at maturity.
On August 14, 2017, the Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially fund the Glebe Road development project. The loan matures in 2035, bears interest at a fixed rate of 4.67%, requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the fourth quarter of 2021, and thereafter, monthly principal and interest payments of $887,900 based on a 25-year amortization schedule will be required.
The Company has a commitment from a lender to refinance the only fixed-rate mortgage scheduled to mature in 2018. The new $60.0 million loan will bear interest at a fixed rate of 3.75%, require monthly principal and interest payments of $308,500 based on a 25-year amortization schedule and mature in 2032. It is expected to close during the fourth quarter, subject to normal closing conditions, and proceeds will be used to repay the remaining balance of the approximately $28.0 million on the existing mortgage and reduce the outstanding balance of the revolving credit facility.
Saul Centers is a guarantor of the revolving credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Metro Pike Center bank loan (approximately $7.8 million of the $14.2 million outstanding at September 30, 2017) and (b) a portion of the Park Van Ness loan (approximately $53.7 million of the $71.6 million outstanding balance at September 30, 2017), which guarantee will be reduced and eventually eliminated subject See note 5 to the achievementconsolidated financial statements for a discussion of certain leasing and cash flow levels. The fixed-rate notes payable are non-recourse.
Preferred Stock
The Company has outstanding 7.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock. The depositary shares may be redeemed at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends on or after February 12, 2018. The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.all financing activity.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Funds From Operations
Funds From Operations (FFO)1 available to common stockholders and noncontrolling interests for the nine months endedSeptember 30, 2017,2022 Quarter totaled $71.3$24.9 million,, an increase a decrease of 7.1%6.2% compared to the nine months endedSeptember 30, 2016.2021 Quarter. FFO available to common stockholders and noncontrolling interests decreased primarily due to (a) higher general and administrative expenses of $0.9 million, or $0.03 per basic and diluted share, (b) loss on early extinguishment of debt of $0.6 million, or $0.02 per basic and diluted share, (c) lower recovery income, net of expenses of $0.3 million, or $0.01 per basic and diluted share, and (d) higher interest expense, net and amortization of deferred debt costs of $0.2 million, or $0.01 per basic and diluted share, partially offset by (e) higher base rent across the portfolio of $0.4 million, or $0.01 per basic and diluted share.
FFO available to common stockholders and noncontrolling interests for the 2022 Period totaled $78.5 million, an increase of 4.3% compared to the 2021 Period. FFO available to common stockholders and noncontrolling interests increased primarily due to (a) lower interest expense, net and amortization of deferred debt costs of $2.4 million, or $0.07 per basic and diluted share, (b) higher base rent of $2.3 million, or $0.07 per basic and diluted share, (c) lower credit losses on operating lease receivables and corresponding reserves, net of $0.7 million, or $0.02 per basic and diluted share, partially offset by (d) higher general and administrative expenses of $1.8 million, or $0.05 per basic and diluted share, and (e) loss on early extinguishment of debt of $0.6 million, or $0.02 per basic and diluted share.
The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands, except per share amounts) | 2022 | | 2021 | | 2022 | | 2021 |
| Net income | $ | 15,513 | | | $ | 16,885 | | | $ | 50,001 | | | $ | 45,799 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Add: | | | | | | | |
| | | | | | | |
| Real estate depreciation and amortization | 12,195 | | | 12,467 | | | 36,899 | | | 37,852 | |
| FFO | 27,708 | | | 29,352 | | | 86,900 | | | 83,651 | |
| Subtract: | | | | | | | |
| | | | | | | |
| Preferred stock dividends | (2,798) | | | (2,798) | | | (8,395) | | | (8,395) | |
| | | | | | | |
| FFO available to common stockholders and noncontrolling interests | $ | 24,910 | | | $ | 26,554 | | | $ | 78,505 | | | $ | 75,256 | |
| Weighted average shares and units: | | | | | | | |
| Basic | 33,295 | | | 32,237 | | | 33,238 | | | 31,774 | |
Diluted (2) | 34,005 | | | 33,656 | | | 33,957 | | | 32,877 | |
| Basic FFO per share available to common stockholders and noncontrolling interests | $ | 0.75 | | | $ | 0.82 | | | $ | 2.36 | | | $ | 2.37 | |
| Diluted FFO per share available to common stockholders and noncontrolling interests | $ | 0.73 | | | $ | 0.79 | | | $ | 2.31 | | | $ | 2.29 | |
|
| | | | | | | | | | | | | | | |
| | Three Months Ended September 30, | | Nine Months Ended September 30, |
| (In thousands, except per share amounts) | 2017 | | 2016 | | 2017 | | 2016 |
| Net income | $ | 14,385 |
| | $ | 12,723 |
| | $ | 46,180 |
| | $ | 42,344 |
|
| Add: | | | | | | | |
| Real estate depreciation and amortization | 11,363 |
| | 11,626 |
| | 34,396 |
| | 33,478 |
|
| FFO | 25,748 |
| | 24,349 |
| | 80,576 |
| | 75,822 |
|
| Subtract: | | | | | | | |
| Preferred stock dividends | (3,093 | ) | | (3,093 | ) | | (9,281 | ) | | (9,281 | ) |
| FFO available to common stockholders and noncontrolling interests | $ | 22,655 |
| | $ | 21,256 |
| | $ | 71,295 |
| | $ | 66,541 |
|
| Weighted average shares: | | | | | | | |
| Diluted weighted average common stock | 22,028 |
| | 21,779 |
| | 21,949 |
| | 21,544 |
|
| Convertible limited partnership units | 7,521 |
| | 7,391 |
| | 7,491 |
| | 7,360 |
|
| Average shares and units used to compute FFO per share | 29,549 |
| | 29,170 |
| | 29,440 |
| | 28,904 |
|
| FFO per share available to common stockholders and noncontrolling interests | $ | 0.77 |
| | $ | 0.73 |
| | $ | 2.42 |
| | $ | 2.30 |
|
| |
12 Beginning March 5, 2021, fully diluted shares and units includes 1,416,071 limited partnership units held in escrow related to the contribution of Twinbrook Quarter. Half of the units held in escrow were released on October 18, 2021. The remaining units held in escrow are scheduled to be released on October 18, 2023. | The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT as net income, computed in accordance with GAAP, plus real estate depreciation and amortization, and excluding extraordinary items, impairment charges on depreciable real estate assets and gains or losses from property dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company’s Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs. |
Acquisitions and Redevelopments
DuringManagement anticipates that during the remainder of the year, the Company will continue its redevelopment activitiesthe build out of the remaining retail spaces at Glebe Road,The Waycroft. The Company may redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the balanceremainder of the year, any developments, expansions or acquisitions are expected to be funded with bank borrowings from the Company’s credit line,Credit Facility, construction financing, proceeds from the operation of the Company’s dividend reinvestment plan or other external capital resources available to the Company.
The Company has been selectively involved in acquisition, development, redevelopment and renovation activities. It continues to evaluate the acquisition of land parcels for retail and mixed-use development and acquisitions of operating properties for opportunities to enhance operating income and cash flow growth. The Company also continues to analyze redevelopment, renovation and expansion opportunities within the portfolio. The following describes the acquisition, development, redevelopment and renovation activities of the Company in 2016 and the nine months endedSeptember 30, 2017.
Park Van Ness
In 2016, the Company completed development of Park Van Ness, a 271-unit residential project with approximately 9,000 square feet of street-level retail, below street-level structured parking, and amenities including a community room, landscaped courtyards, a fitness room, a wi-fi lounge/business center, and a rooftop pool and deck. The structure comprises 11 levels, five of which on the east side are below street level. Because of the change in grade from the street eastward to Rock Creek Park, apartments on all 11 levels have park or city views. The street level retail space is 100% leased to a grocery/gourmet food market and an upscale Italian restaurant. As of September 30, 2017, 254 apartments (93.7%) were leased. The total cost of the project, excluding predevelopment expense and land (which the Company has owned), was approximately $93.0 million, a portion of which was financed with a $71.6 million construction-to-permanent loan.
750 N. Glebe Road
From 2014 through 2016, the Company purchased four adjacent properties for an aggregate $54.0 million located on N. Glebe Road in Arlington, Virginia. The properties comprise 2.8 acres of land. Effective August 1, 2016, the properties were vacant and removed from service. In 2016, the Company received zoning and site plan approval from Arlington County, Virginia for the development of approximately 490 residential units and approximately 62,000 square feet of retail space. The demolition of the existing structures was completed during the first quarter of 2017 and excavation, sheeting and shoring, which commenced during the second quarter of 2017, is approximately 70% complete as of October 31, 2017. The development is scheduled for substantial completion in early 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. During the second quarter of 2017, the Company executed a 41,500 square foot anchor-lease with Target and leases for an aggregate of 7,800 square feet of retail shop space, resulting in approximately 80% of the retail space being leased.
Thruway Pad
In August 2016, the Company purchased for $3.1 million, a retail pad site with an occupied 4,200 square foot bank building in Winston Salem, North Carolina, and incurred acquisition costs of $60,400. The property is contiguous with and an expansion of the Company's Thruway Shopping Center.
Ashbrook Marketplace
In August 2016, the Company entered into an agreement to acquire from B. F. Saul Real Estate Investment Trust (the “Trust”), for an initial purchase price of $8.8 million, approximately 14.3 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Loudoun County, Virginia. The land is zoned for up to 115,000 square feet of retail development. In order to allow the Company time to pre-lease and complete project plans and specifications, the parties have agreed to a closing date in early 2018, at which time the Company will exchange limited partnership units for the land. The number of limited partnership units to be exchanged will be based on the initial purchase price and the average share value (as defined in the agreement) of the Company’s common stock at the time of the exchange. The Company intends to construct a shopping center and, upon stabilization, may be obligated to issue additional limited partnership units to the Trust. Pre-leasing efforts and project engineering and architectural plans are in process.
Burtonsville Town Square
In January 2017, the Company purchased for $76.4 million, including acquisition costs, Burtonsville Town Square, a 121,000 square foot shopping center located in Burtonsville, Maryland. Burtonsville Town Square is 100% leased and anchored by Giant Food and CVS Pharmacy. It has expansion development potential of up to 18,000 square feet of additional retail space. The purchase was funded with a new $40.0 million mortgage loan and through the Company's revolving credit facility. The mortgage bears interest at 3.39%, requires monthly principal and interest payments of $197,900 based upon a 25-year amortization schedule, and has a 15-year maturity.
Olney Shopping Center
In March 2017, the Company purchased for $3.0 million the land underlying Olney Shopping Center. The land was previously leased by the Company with an annual rent of approximately $56,000. The purchase price was funded by the revolving credit facility.
Portfolio Leasing Status
The following chart sets forth certain information regarding Commercial leases at our properties.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total Properties | | Total Square Footage | | Percent Leased |
| | Shopping
Centers | | Mixed-Use | | Shopping
Centers | | Mixed-Use | | Shopping
Centers | | Mixed-Use |
| September 30, 2022 | 50 | | | 7 | | | 7,874,130 | | | 1,136,885 | | | 94.5 | % | | 83.1 | % |
| September 30, 2021 | 50 | | | 7 | | | 7,872,002 | | | 1,136,937 | | | 93.6 | % | | 85.0 | % |
|
| | | | | | | | | | | | | | | | | |
| | Total Properties | | Total Square Footage | | Percent Leased |
| | Shopping Centers | | Mixed-Use | | Shopping Centers | | Mixed-Use | | Shopping Centers | | Mixed-Use |
| September 30, 2017 | 49 |
| | 6 |
| | 7,747,798 |
| | 1,076,838 |
| | 95.7 | % | | 93.4 | % |
| September 30, 2016 | 49 |
| | 7 |
| | 7,882,032 |
| | 1,273,335 |
| | 95.7 | % | | 88.7 | % |
As of September 30, 2017, 95.5%2022, 93.0% of the Commercial portfolio was leased, compared to 94.7% at 92.5% September 30, 2016.2021. On a same property basis, 95.4%93.0% of the Commercial portfolio was leased, compared to 95.3% at September 30, 2016. As of September 30, 2017, the Clarendon Center apartments were 96.3% leased compared to 96.7%92.5% at September 30, 2016. As2021. Included in the 93.0% of space leased as of September 30, 2017,2022, is approximately 331,000 square feet of space, representing 3.7% of total commercial square footage, that has not been occupied by the Park Van Ness apartments were 93.7% leased comparedtenant. Collectively, these leases are expected to 61.3% at September 30, 2016.produce approximately $5.8 million of additional annualized base rent, an average of $17.62 per square foot, upon tenant occupancy and following any contractual rent concessions.
The following table shows selected data for leases executed in the indicated periods. The information is based on executed leases without adjustment for the timing of occupancy, tenant defaults, or landlord concessions. The base rent for an expiring lease is the annualized contractual base rent, on a cash basis, as of the expiration date of the lease. The base rent for a new or renewed lease is the annualized contractual base rent, on a cash basis, as of the expected rent commencement date. Because tenants that execute leases may not ultimately take possession of their space or pay all of their contractual rent, the changes presented in the table provide information only about trends in market rental rates. The actual changes in rental income received by the Company may be different.
|
| | | | | | | | | | | | | | |
| | | | | | | Average Base Rent per Square Foot |
| Three months ended September 30, | Square Feet | | Number of Leases | | New/Renewed Leases | | Expiring Leases |
| 2017 | | 320,490 |
| | 70 |
| | $ | 23.64 |
| | $ | 22.19 |
|
| 2016 | | 529,313 |
| | 79 |
| | 15.19 |
| | 14.20 |
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Commercial Property Leasing Activity | | Average Base Rent per Square Foot |
| Three Months Ended September 30, | | Square Feet | | Number
of Leases | | New/Renewed
Leases | | Expiring
Leases |
| | Shopping Centers | | Mixed-Use | | Shopping Centers | | Mixed-Use | | Shopping Centers | | Mixed-Use | | Shopping Centers | | Mixed-Use |
| 2022 | | 415,845 | | | 23,904 | | | 94 | | | 3 | | | $ | 23.44 | | | $ | 27.64 | | | $ | 21.80 | | | $ | 30.40 | |
| 2021 | | 231,008 | | | 11,164 | | | 55 | | | 4 | | | 19.15 | | | 51.45 | | | 19.19 | | | 57.36 | |
Additional information about the 2017 leasing activity during the three months ended September 30, 2022 is set forth below. The below information includes leases for space which had not been previously leased during the period of the Company'sCompany’s ownership, either a result of acquisition or development.
|
| | | | | | | | |
| | | New Leases | | Renewed Leases |
| Number of leases | | 13 |
| | 57 |
|
| Square feet | | 26,678 |
| | 293,812 |
|
| Per square foot average annualized: | | | | |
| Base rent | | $ | 25.87 |
| | $ | 23.44 |
|
| Tenant improvements | | (1.82 | ) | | (0.03 | ) |
| Leasing costs | | (0.36 | ) | | (0.02 | ) |
| Rent concessions | | (0.07 | ) | | (0.01 | ) |
| Effective rents | | $ | 23.62 |
| | $ | 23.38 |
|
| | | | | |
During the three months ended September 30, 2017, the Company entered into 141 new or renewed apartment leases. The average monthly rent per square foot for the 135 leases for units which were previously occupied decreased to $3.57 from $3.61. During the three months ended September 30, 2016, the Company entered into 158 new or renewed apartment leases. The average monthly rent per square foot for the 86 leases for units which were previously occupied increased to $3.64 from $3.61.
| | | | | | | | | | | | | | | | | | | | |
| | Commercial Property Leasing Activity |
| | New
Leases | | First Generation/Development Leases | | Renewed
Leases |
| Number of leases | | 25 | | | — | | | 72 | |
| Square feet | | 98,427 | | | — | | | 341,322 | |
| Per square foot average annualized: | | | | | | |
| Base rent | | $ | 27.09 | | | $ | — | | | $ | 22.69 | |
| Tenant improvements | | (4.61) | | | — | | | (0.16) | |
| Leasing costs | | (1.05) | | | — | | | — | |
| Rent concessions | | (0.66) | | | — | | | — | |
| Effective rents | | $ | 20.77 | | | $ | — | | | $ | 22.53 | |
| | | | | | |
As of December 31, 2016, 952,5172021, 843,842 square feet of Commercial space was subject to leases scheduled to expire in 2017.2022. Of those leases, as of September 30, 2017,2022, leases representing 203,964246,902 square feet of Commercial space have not yet renewed and are scheduled to expire over the next three months. Below is information about existing and estimated market base rents per square foot for that space.
| | | | | | | | |
| Expiring Commercial Property Leases | | Total |
| Square feet | | 246,902 | |
| Average base rent per square foot | | $ | 28.54 | |
| Estimated market base rent per square foot | | $ | 28.02 | |
As of September 30, 2022, the Residential portfolio was 97.2% leased compared to 97.8% at September 30, 2021.
| | | | | | | | | | | | | | | | | | | | |
| Residential Property Leasing Activity | | Average Rent per Square Foot |
| Three Months Ended September 30, | | Number of leases | | New/Renewed Leases | | Expiring Leases |
| 2022 | | 338 | | $ | 3.49 | | | $ | 3.22 | |
| 2021 | | 331 | | 3.38 | | | 3.30 | |
|
| | | | |
| Expiring Leases: | | Total |
| Square feet | | 203,964 |
|
| Average base rent per square foot | | $ | 19.59 |
|
| Estimated market base rent per square foot | | $ | 19.57 |
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to certain financial market risks, the most predominant being fluctuations in interest rates.rates and inflation. Interest rate fluctuations are monitored by management as an integral part of the Company’s overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company’s results of operations.
The Company may, where appropriate, employ derivative instruments, such as interest rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. On June 29, 2010, the Company entered into an interest rate swap agreement with a $45.6 million notional amount to manage the interest rate risk associated with $45.6 million of variable-rate debt. The swap agreement was effective July 1, 2010, terminates on July 1, 2020 and effectively fixes the interest rate on the debt at 5.83%. The fair value of the swap at September 30, 2017 was approximately $1.5 million and is reflected in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet.
The Company is exposed to interest rate fluctuations whichthat will affect the amount of interest expense of its variable ratevariable-rate debt and the fair value of its fixed ratefixed-rate debt. As of September 30, 2017,2022, the Company had unhedged variable rate indebtedness totaling $103.2 million.$128.0 million. If the interest rates on the Company’s unhedged variable rate debt instruments outstanding at September 30, 20172022 had been one percentage point higher or lower, our annual interest expense relating to these debt instruments would have increased or decreased by $1.0$1.3 million based on those balances. As of September 30, 2017,2022, the Company had fixed-rate indebtedness totaling $865.7 million$1.1 billion with a weighted average interest rate of 5.38%4.77%. If interest rates on the Company’s fixed-rate debt instruments at September 30, 20172022 had been one percentage point higher, the fair value of those debt instruments on that date would have been approximately $44.3$58.5 million less than the carrying value.amount. If interest rates on the Company’s fixed-rate debt instruments at September 30, 2022 had been one percentage point lower, the fair value of those debt instruments on that date would have been approximately $64.2 million more than the carrying amount.
Inflation may impact the Company's results of operations by (a) increasing costs unreimbursed by tenants faster than rents increase and (b) adversely impacting consumer demand at our retail shopping centers, which, in turn, may results in (i) lower percentage rent and/or (ii) the inability of tenants to pay their rent. Inflation may also negatively impact the cost of development projects. While the Company has not been significantly impacted by any of these items in the current year, no assurances can be provided that inflationary pressures will not have a material adverse effect on the Company’s business in the future. Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer and Treasurer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2017.2022. Based on the foregoing, the Company’s Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer Secretary and Treasurer and its Senior Vice President-Chief Accounting Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2017.2022.
During the quarter ended September 30, 2017,2022, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 1A. Risk Factors
The Company has no material updates to the risk factors presented in Item 1A. Risk Factors in the 20162021 Annual Report of the Company on Form 10-K.
| |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
B. Francis Saul II, the Company’s Chairman of the Board and Chief Executive Officer, his spouse and entities affiliated with Mr. Saul II, through participation in the Company’s Dividend Reinvestment and Stock Purchase Plan for the
July 31, 20172022 dividend distribution acquired 55,7632,525 shares of common stock at a price of $57.40$50.80 per share andshare.
16,021 limited partnership units at a price of $58.13 per unit.
| |
Item 3. | Defaults Upon Senior Securities |
Item 3. Defaults Upon Senior Securities
None
| |
Item 4. | Mine Safety Disclosures |
Item 4. Mine Safety Disclosures
Not Applicable
Item 5. Other Information
None
Item 6. Exhibits
| | | | | | | | | | | | | | |
| 10. | | (1) | | First Amendment to the Credit Agreement (filed herewith), by and among: the Partnership, as Borrower; Wells Fargo Bank, National Association (“Wells Fargo”), as Administrative Agent; Capital One, National Association (“Capital One”), as Syndication Agent; TD Bank, N.A. (“TD Bank”) and U.S. Bank National Association (“U.S. Bank”), as Documentation Agents; and Wells Fargo, Capital One, TD Bank, U.S. Bank, Regions Bank, PNC Bank and Associated Bank, National Association (“Associated Bank”), as Lenders (the “Agreement”), filed as Exhibit 10.1 of the Company's Report on Form 8-K filed August 31, 2021 is incorporated by reference. |
| | | | |
| 31. | | | | |
| | | | |
| 32. | | | | |
| | | | |
| 99. | | (a) | | |
| | | | |
| 101. | | | | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2022, formatted in Inline Extensible Business Reporting Language (“Inline XBRL”): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity and comprehensive income, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements. |
| | | | |
| 104. | | | | Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document and included in Exhibit 101). |
* In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
| | | | |
10. | | (a) | | |
| | (b) | | |
| | | | |
31. | | | | |
| | | | |
32. | | | | |
| | | | |
99. | | (a) | | |
| | | | |
101. | | | | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, formatted in Extensible Business Reporting Language (“XBRL”): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of changes in stockholders’ equity and comprehensive income, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| | | | | |
| SAUL CENTERS, INC.
(Registrant) |
| |
| Date: November 8, 2022 | SAUL CENTERS, INC.
(Registrant)
/s/ D. Todd Pearson |
| |
Date: November 2, 2017 | /s/ J. Page Lansdale |
| J. Page Lansdale, D. Todd Pearson
President and Chief Operating Officer |
| |
Date: November 2, 20178, 2022 | /s/ Scott V. SchneiderCarlos L. Heard |
| Scott V. Schneider
Carlos L. Heard
Senior Vice President and Chief Financial Officer
(principal financial officer)
|
| |
Date: November 2, 20178, 2022 | /s/ Joel A. Friedman |
| Joel A. Friedman
Senior Vice President, Chief Accounting Officer
and Treasurer
(principal accounting officer) |