Cover Page
Cover Page - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2019 | Oct. 31, 2019 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 1-12254 | |
Entity Registrant Name | SAUL CENTERS INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 52-1833074 | |
Entity Address, Address Line One | 7501 Wisconsin Avenue | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 986-6200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23.1 | |
Entity Central Index Key | 0000907254 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Trading Symbol | BFS | |
6.125% Series D Preferred Stock, $0.01 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.125% Series D Preferred Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Trading Symbol | BFS/PRD | |
6.000% Series E Preferred Stock, $0.01 par value | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | 6.000% Series E Preferred Stock, $0.01 par value | |
Security Exchange Name | NYSE | |
Trading Symbol | BFS/PRE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real estate investments | ||
Land | $ 450,256 | $ 488,918 |
Buildings and equipment | 1,284,315 | 1,273,275 |
Construction in progress | 317,798 | 185,972 |
Total Purchase Price | 2,052,369 | 1,948,165 |
Accumulated depreciation | (553,829) | (525,518) |
Real estate investments, net | 1,498,540 | 1,422,647 |
Cash and cash equivalents | 52,269 | 14,578 |
Accounts receivable and accrued income, net | 55,207 | 53,876 |
Deferred leasing costs, net | 24,947 | 28,083 |
Prepaid expenses, net | 9,357 | 5,175 |
Other assets | 6,444 | 3,130 |
Total assets | 1,646,764 | 1,527,489 |
Liabilities | ||
Notes payable | 846,525 | 880,271 |
Term loan facility payable | 74,666 | 74,591 |
Revolving credit facility payable | 0 | 45,329 |
Construction loan payable | 93,537 | 21,655 |
Dividends and distributions payable | 19,634 | 19,153 |
Accounts payable, accrued expenses and other liabilities | 39,741 | 32,419 |
Deferred income | 27,224 | 28,851 |
Total liabilities | 1,101,327 | 1,102,269 |
Equity | ||
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,116,013 and 22,739,207 shares issued and outstanding, respectively | 231 | 227 |
Additional paid-in capital | 401,395 | 384,533 |
Distributions in excess of accumulated earnings | (215,334) | (208,593) |
Accumulated other comprehensive loss | (343) | (255) |
Total Saul Centers, Inc. equity | 475,949 | 355,912 |
Noncontrolling interests | 69,488 | 69,308 |
Total equity | 545,437 | 425,220 |
Total liabilities and equity | 1,646,764 | 1,527,489 |
Series C Cumulative Redeemable Preferred Stock | ||
Equity | ||
Preferred stock, 1,000,000 shares authorized: Series C Cumulative Redeemable, 42,000 shares issued and outstanding, Series D Cumulative Redeemable, 30,000 shares issued and outstanding respectively | 105,000 | 105,000 |
Series D Cumulative Redeemable Preferred Stock | ||
Equity | ||
Preferred stock, 1,000,000 shares authorized: Series C Cumulative Redeemable, 42,000 shares issued and outstanding, Series D Cumulative Redeemable, 30,000 shares issued and outstanding respectively | 75,000 | $ 75,000 |
Series E Cumulative Redeemable Preferred Stock | ||
Equity | ||
Preferred stock, 1,000,000 shares authorized: Series C Cumulative Redeemable, 42,000 shares issued and outstanding, Series D Cumulative Redeemable, 30,000 shares issued and outstanding respectively | $ 110,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares issued (in shares) | 23,116,013 | 22,739,207 |
Common stock, shares outstanding (in shares) | 23,116,013 | 22,739,207 |
Series C Cumulative Preferred Stock | ||
Cumulative redeemable preferred stock, shares issued (in shares) | 42,000 | 42,000 |
Cumulative redeemable preferred stock, shares outstanding (in shares) | 42,000 | 42,000 |
Series D Cumulative Redeemable Preferred Stock | ||
Cumulative redeemable preferred stock, shares issued (in shares) | 30,000 | 30,000 |
Cumulative redeemable preferred stock, shares outstanding (in shares) | 30,000 | 30,000 |
Series E Cumulative Redeemable Preferred Stock | ||
Cumulative redeemable preferred stock, shares issued (in shares) | 44,000 | 0 |
Cumulative redeemable preferred stock, shares outstanding (in shares) | 44,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue | ||||
Rental revenue | $ 55,487 | $ 55,733 | $ 168,242 | $ 165,693 |
Other | 1,565 | 1,177 | 6,701 | 3,407 |
Total revenue | 57,052 | 56,910 | 174,943 | 169,100 |
Expenses | ||||
Property operating expenses | 7,525 | 6,910 | 22,641 | 20,766 |
Real estate taxes | 7,114 | 6,937 | 21,081 | 20,559 |
Interest expense, net and amortization of deferred debt costs | 10,325 | 10,974 | 32,185 | 33,568 |
Depreciation and amortization of deferred leasing costs | 12,018 | 11,256 | 35,185 | 33,956 |
General and administrative | 4,742 | 4,141 | 14,696 | 13,208 |
Total expenses | 41,724 | 40,218 | 125,788 | 122,057 |
Change in fair value of derivatives | 0 | 10 | 0 | (2) |
Gain on sale of property | 0 | 0 | 0 | 509 |
Net Income | 15,328 | 16,702 | 49,155 | 47,550 |
Noncontrolling interests | ||||
Income attributable to noncontrolling interests | (3,102) | (3,547) | (10,250) | (9,265) |
Net income attributable to Saul Centers, Inc. | 12,226 | 13,155 | 38,905 | 38,285 |
Extinguishment of issuance costs upon redemption of preferred shares | 0 | 0 | 0 | (2,328) |
Preferred stock dividends | (3,210) | (2,953) | (9,116) | (9,309) |
Net income available to common stockholders | $ 9,016 | $ 10,202 | $ 29,789 | $ 26,648 |
Per share net income available to common stockholders | ||||
Basic and diluted (in usd per share) | $ 0.39 | $ 0.45 | $ 1.30 | $ 1.19 |
Dividends declared per common share outstanding (in usd per share) | $ 0.53 | $ 0.52 | $ 1.59 | $ 1.56 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 15,328 | $ 16,702 | $ 49,155 | $ 47,550 |
Other comprehensive income | ||||
Change in unrealized loss on cash flow hedge | 55 | (118) | ||
Change in unrealized loss on cash flow hedge | 173 | 727 | ||
Total comprehensive income | 15,383 | 16,875 | 49,037 | 48,277 |
Comprehensive income attributable to noncontrolling interests | (3,117) | (3,592) | (10,220) | (9,453) |
Total comprehensive income attributable to Saul Centers, Inc. | 12,266 | 13,283 | 38,817 | 38,824 |
Extinguishment of issuance costs upon redemption of preferred shares | 0 | 0 | 0 | (2,328) |
Preferred stock dividends | (3,210) | (2,953) | (9,116) | (9,309) |
Total comprehensive income available to common stockholders | $ 9,056 | $ 10,330 | $ 29,701 | $ 27,187 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - USD ($) $ in Thousands | Total | Dividend Distributions Payable | Series C Cumulative Preferred Stock PaidDividend Paid | Series C Cumulative Preferred StockDividend Distributions Payable | Series D Cumulative Redeemable Preferred StockDividend Distributions Payable | Total Saul Centers, Inc. | Total Saul Centers, Inc.Dividend Distributions Payable | Total Saul Centers, Inc.Series C Cumulative Preferred Stock PaidDividend Paid | Total Saul Centers, Inc.Series C Cumulative Preferred StockDividend Distributions Payable | Total Saul Centers, Inc.Series D Cumulative Redeemable Preferred StockDividend Distributions Payable | Total Saul Centers, Inc.Series E Cumulative Redeemable Preferred StockDividend Distributions Payable | Preferred Stock | Common Stock | Additional Paid-in Capital | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated EarningsDividend Distributions Payable | Distributions in Excess of Accumulated EarningsSeries C Cumulative Preferred Stock PaidDividend Paid | Distributions in Excess of Accumulated EarningsSeries C Cumulative Preferred StockDividend Distributions Payable | Distributions in Excess of Accumulated EarningsSeries D Cumulative Redeemable Preferred StockDividend Distributions Payable | Distributions in Excess of Accumulated EarningsSeries E Cumulative Redeemable Preferred StockDividend Distributions Payable | Accumulated Other Comprehensive (Loss) | Noncontrolling Interests | Noncontrolling InterestsDividend Distributions Payable |
Beginning Balance at Dec. 31, 2017 | $ 393,103 | $ 334,405 | $ 180,000 | $ 221 | $ 352,590 | $ (197,710) | $ (696) | $ 58,698 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Issuance of 30,000 shares of Series D Cumulative preferred stock | 72,369 | 72,369 | 75,000 | (2,631) | |||||||||||||||||||
Redemption of 30,000 shares of Series C Cumulative preferred stock | (75,017) | (75,017) | (75,000) | 2,311 | (2,328) | ||||||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 3,677 | 3,677 | 1 | 3,676 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 769 | 769 | 0 | 769 | |||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 2,017 | 2,017 | |||||||||||||||||||||
Net income | 14,947 | 12,588 | 12,588 | 2,359 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | 389 | 289 | 289 | 100 | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | $ (730) | $ (1,805) | $ (868) | $ (730) | $ (1,805) | $ (868) | $ (730) | $ (1,805) | $ (868) | ||||||||||||||
Distributions payable, common stock and partnership units | $ (15,494) | $ (11,552) | $ (11,552) | $ (3,942) | |||||||||||||||||||
Ending Balance at Mar. 31, 2018 | 393,357 | 334,125 | 180,000 | 222 | 356,715 | (202,405) | (407) | 59,232 | |||||||||||||||
Beginning Balance at Dec. 31, 2017 | 393,103 | 334,405 | 180,000 | 221 | 352,590 | (197,710) | (696) | 58,698 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Net income | 47,550 | ||||||||||||||||||||||
Change in unrealized loss on cash flow hedge | 727 | ||||||||||||||||||||||
Ending Balance at Sep. 30, 2018 | 416,799 | 347,233 | 180,000 | 225 | 373,036 | (205,872) | (156) | 69,566 | |||||||||||||||
Beginning Balance at Mar. 31, 2018 | 393,357 | 334,125 | 180,000 | 222 | 356,715 | (202,405) | (407) | 59,232 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 4,051 | 4,051 | 1 | 4,050 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 648 | 648 | 0 | 648 | |||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 10,805 | 10,805 | |||||||||||||||||||||
Net income | 15,901 | 12,542 | 12,542 | 3,359 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | 165 | 122 | 122 | 43 | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | (1,805) | (1,148) | (1,805) | (1,148) | (1,805) | (1,148) | |||||||||||||||||
Distributions payable, common stock and partnership units | (15,644) | (11,589) | (11,589) | (4,055) | |||||||||||||||||||
Ending Balance at Jun. 30, 2018 | 406,330 | 336,946 | 180,000 | 223 | 361,413 | (204,405) | (285) | 69,384 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 10,415 | 10,415 | 2 | 10,413 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 1,210 | 1,210 | 0 | 1,210 | |||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 653 | 653 | |||||||||||||||||||||
Net income | 16,702 | 13,155 | 13,155 | 3,547 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | 173 | 129 | 129 | 44 | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | (1,805) | (1,148) | (1,805) | (1,148) | (1,805) | (1,148) | |||||||||||||||||
Distributions payable, common stock and partnership units | (15,731) | (11,669) | (11,669) | (4,062) | |||||||||||||||||||
Ending Balance at Sep. 30, 2018 | 416,799 | 347,233 | 180,000 | 225 | 373,036 | (205,872) | (156) | 69,566 | |||||||||||||||
Beginning Balance at Dec. 31, 2018 | 425,220 | 355,912 | 180,000 | 227 | 384,533 | (208,593) | (255) | 69,308 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 6,171 | 6,171 | 1 | 6,170 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 420 | 420 | 1 | 419 | |||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 705 | 705 | |||||||||||||||||||||
Net income | 17,077 | 13,447 | 13,447 | 3,630 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | (46) | (34) | (34) | (12) | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | (1,805) | (1,148) | (1,805) | (1,148) | (1,805) | (1,148) | |||||||||||||||||
Distributions payable, common stock and partnership units | (16,263) | (12,108) | (12,108) | (4,155) | |||||||||||||||||||
Ending Balance at Mar. 31, 2019 | 430,331 | 360,855 | 180,000 | 229 | 391,122 | (210,207) | (289) | 69,476 | |||||||||||||||
Beginning Balance at Dec. 31, 2018 | 425,220 | 355,912 | 180,000 | 227 | 384,533 | (208,593) | (255) | 69,308 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Net income | 49,155 | ||||||||||||||||||||||
Change in unrealized loss on cash flow hedge | (118) | ||||||||||||||||||||||
Ending Balance at Sep. 30, 2019 | 545,437 | 475,949 | 290,000 | 231 | 401,395 | (215,334) | (343) | 69,488 | |||||||||||||||
Beginning Balance at Mar. 31, 2019 | 430,331 | 360,855 | 180,000 | 229 | 391,122 | (210,207) | (289) | 69,476 | |||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 5,128 | 5,128 | 1 | 5,127 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 2,798 | 2,798 | 0 | 2,798 | |||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 1,029 | 1,029 | |||||||||||||||||||||
Net income | 16,750 | 13,232 | 13,232 | 3,518 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | (127) | (95) | (95) | (32) | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | (1,805) | (1,148) | (1,805) | (1,148) | (1,805) | (1,148) | |||||||||||||||||
Distributions payable, common stock and partnership units | (16,347) | (12,181) | (12,181) | (4,166) | |||||||||||||||||||
Ending Balance at Jun. 30, 2019 | 436,609 | 366,784 | 180,000 | 230 | 399,047 | (212,109) | (384) | 69,825 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||
Issuance of 30,000 shares of Series D Cumulative preferred stock | 106,269 | 106,269 | 110,000 | (3,731) | |||||||||||||||||||
Issuance of common stock: | |||||||||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 5,674 | 5,674 | 1 | 5,673 | |||||||||||||||||||
Issuance of shares due to exercise of employee stock options, director share grant and issuance of directors’ deferred shares | 406 | 406 | 406 | ||||||||||||||||||||
Issuance of partnership units pursuant to dividend reinvestment plan | 720 | 720 | |||||||||||||||||||||
Net income | 15,328 | 12,226 | 12,226 | 3,102 | |||||||||||||||||||
Change in unrealized loss on cash flow hedge | 55 | 41 | 41 | 14 | |||||||||||||||||||
Preferred stock distributions: | |||||||||||||||||||||||
Preferred stock distributions | $ (1,805) | $ (1,148) | $ (1,805) | $ (1,148) | $ (257) | $ (1,805) | $ (1,148) | $ (257) | |||||||||||||||
Distributions payable, common stock and partnership units | $ (16,414) | $ (12,241) | $ (12,241) | $ (4,173) | |||||||||||||||||||
Ending Balance at Sep. 30, 2019 | $ 545,437 | $ 475,949 | $ 290,000 | $ 231 | $ 401,395 | $ (215,334) | $ (343) | $ 69,488 |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | |
Shares pursuant to dividend reinvestment plan (in shares) | 105,753 | 99,804 | 120,347 | 201,500 | 85,202 | 69,750 |
Shares due to exercise of employee stock options and issuance of directors' deferred stock (in shares) | 1,645 | 48,772 | 485 | 22,005 | 2,647 | 8,088 |
Issuance of partnership units pursuant to dividend reinvestment plan (in shares) | 13,406 | 20,041 | 13,742 | 13,107 | 219,102 | 38,037 |
Distributions payable common stock, per share (in usd per share) | $ 0.53 | $ 0.52 | ||||
Dividend Distributions Payable | ||||||
Distributions payable common stock, per share (in usd per share) | 0.53 | $ 0.53 | $ 0.53 | 0.52 | $ 0.52 | $ 0.52 |
Distributions partnership units, per unit (in usd per share) | 0.53 | 0.53 | 0.53 | 0.52 | 0.52 | $ 0.52 |
Series C Cumulative Preferred Stock | ||||||
Partial redemption of Series C Cumulative preferred stock (in shares) | 30,000 | |||||
Series C Cumulative Preferred Stock | Dividend Distributions Payable | ||||||
Distributions payable on preferred stock, per share (in usd per share) | 42.97 | 42.97 | 42.97 | 42.97 | 42.97 | $ 42.97 |
Series D Cumulative Redeemable Preferred Stock | ||||||
Issuance of Series D Cumulative preferred stock (in shares) | 30,000 | |||||
Series D Cumulative Redeemable Preferred Stock | Dividend Distributions Payable | ||||||
Distributions payable on preferred stock, per share (in usd per share) | $ 38.28 | $ 38.28 | $ 38.28 | $ 38.28 | $ 38.28 | $ 28.92 |
Common Stock | ||||||
Issuance of Series D Cumulative preferred stock (in shares) | 107,398 | 148,576 | 120,832 | |||
Series E Cumulative Redeemable Preferred Stock | ||||||
Issuance of Series D Cumulative preferred stock (in shares) | 44,000 | |||||
Series E Cumulative Redeemable Preferred Stock | Dividend Distributions Payable | ||||||
Distributions payable on preferred stock, per share (in usd per share) | $ 5.83 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | |||
Cash flows from operating activities: | ||||
Net income | $ 49,155 | $ 47,550 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Change in fair value of derivatives | 0 | 2 | ||
Gain on sale of property | 0 | (509) | ||
Depreciation and amortization of deferred leasing costs | 35,185 | 33,956 | ||
Amortization of deferred debt costs | 1,130 | 1,224 | ||
Compensation costs of stock grants and options | 1,501 | 1,434 | ||
Credit losses on operating lease receivables | 986 | 530 | ||
Increase in accounts receivable and accrued income | (2,317) | (1,846) | ||
Additions to deferred leasing costs | (1,380) | (4,195) | ||
Increase in prepaid expenses | (4,182) | (3,767) | ||
(Increase) decrease in other assets | (2,049) | 1,171 | ||
Increase in accounts payable, accrued expenses and other liabilities | 5,696 | 2,681 | ||
Decrease in deferred income | (1,627) | (3,358) | ||
Net cash provided by operating activities | 82,098 | 74,873 | ||
Cash flows from investing activities: | ||||
Acquisitions of real estate investments | 0 | (36,346) | [1] | |
Additions to real estate investments | (13,398) | (6,586) | ||
Additions to development and redevelopment projects | (91,657) | (54,693) | ||
Repayment of note receivable | 0 | 1,326 | ||
Net cash used in investing activities | (105,055) | (96,299) | ||
Cash flows from financing activities: | ||||
Proceeds from notes payable | 22,100 | 0 | ||
Repayments on notes payable | (55,992) | (36,577) | ||
Proceeds from term loan facility | 0 | 75,000 | ||
Proceeds from revolving credit facility | 47,000 | 102,000 | ||
Repayments on revolving credit facility | (94,000) | (86,000) | ||
Proceeds from construction loan | 71,807 | 2,949 | ||
Additions to deferred debt costs | (432) | (2,493) | ||
Proceeds from the issuance of: | ||||
Common stock | 19,096 | 19,336 | ||
Partnership units | [1] | 2,454 | 4,699 | |
Preferred stock redemption costs | 0 | (13) | ||
Distributions to: | ||||
Common stockholders | (36,326) | (34,613) | ||
Noncontrolling interests | (12,469) | (11,919) | ||
Net cash provided by financing activities | 60,648 | 20,289 | ||
Net increase (decrease) in cash and cash equivalents | 37,691 | (1,137) | ||
Cash and cash equivalents, beginning of period | 14,578 | 10,908 | ||
Cash and cash equivalents, end of period | 52,269 | 9,771 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid for interest | 31,266 | 32,697 | ||
Increase in accrued real estate investments and development costs | 1,507 | 6,880 | ||
Series D Cumulative Redeemable Preferred Stock | ||||
Proceeds from the issuance of: | ||||
Series D preferred stock | 0 | 72,369 | ||
Distributions to: | ||||
Preferred stockholders | (3,444) | (2,016) | ||
Series C Cumulative Preferred Stock | ||||
Proceeds from the issuance of: | ||||
Series C preferred stock redemption payment | 0 | (75,000) | ||
Distributions to: | ||||
Preferred stockholders | (5,415) | (7,433) | ||
Series E Cumulative Redeemable Preferred Stock | ||||
Proceeds from the issuance of: | ||||
Series D preferred stock | $ 106,269 | 0 | ||
Ashbrook Marketplace | ||||
Supplemental disclosure of cash flow information: | ||||
Additions to real estate investments, noncash | $ 8,776 | |||
[1] | The 2018 acquisition of real estate and proceeds from the issuance of partnership units each excludes $8,776 in connection with the acquisition of Ashbrook Marketplace in exchange for limited partnership units. |
Organization, Basis of Presenta
Organization, Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation | 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, Chief Executive Officer and President 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 “Trust”), 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”). On August 26, 1993, members of the Saul Organization transferred to 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 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. 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, 2019 , 32 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Giant Food, a tenant at ten Shopping Centers individually accounted for 4.7% of the Company's total revenue for the nine months ended September 30, 2019 . No other tenant individually accounted for 2.5% or more of the Company’s total revenue, excluding lease termination fees, for the nine months ended September 30, 2019 . 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, 2019 and December 31, 2018 , are comprised of the assets and liabilities of the Operating Partnership. The debt arrangements which are 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") 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 its activities and the rights to absorb 74.5% of its net income. Because the Operating Partnership was previously consolidated into the financial statements of the Company, classification of it as a VIE had no impact on the consolidated financial statements of the Company. 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 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 the Company for the year ended December 31, 2018 , 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 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 impairment of real estate properties. Actual results could differ from those estimates. Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts Accounts receivable primarily represent amounts currently due from tenants in accordance with the terms of their respective leases. Lease related receivables are reduced for credit losses. Such losses are recognized as a reduction of rental revenue in the consolidated statements of operations. In addition to rents due currently, accounts receivable includes approximately $42.7 million and $43.3 million , at September 30, 2019 and December 31, 2018 , respectively, net of allowance for doubtful accounts totaling $48,400 and $58,500 , respectively, representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases. Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘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 date of initial application, with an option to use certain practical expedients for those existing leases. Upon adoption of ASU 2016-02 effective January 1, 2019, we elected the practical expedient for all leases with respect to lease identification, lease classification, and initial direct costs. We made a policy election not to separate lease and nonlease components and have accounted for each lease component and the related nonlease components together as a single component. There have been no significant changes to our lessor accounting for operating leases as a result of ASU 2016-02. We 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 were determined to be operating leases and generally range in term from one to 15 years . Some of our leases have termination options and/or extension options. Termination options allow the lessee to terminate the lease prior to the end of the lease term, provided certain conditions are met. Termination options generally require advance notification from the lessee 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. On January 1, 2019, a right of use asset and corresponding lease liability related to our headquarters lease were recorded in other assets and other liabilities, respectively. The lease expires on February 28, 2022, with one option to renew for an additional five years . The right of use asset and corresponding lease liability totaled $1.8 million and $1.8 million , respectively, at September 30, 2019 . 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. Management does not expect that the adoption of ASU 2016-13 will have a material impact on our consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging” (“ASU 2017-12”). ASU 2017-12 amends financial reporting for hedging activities to better align that reporting with risk management activities. ASU 2017-12 expands and refines hedge accounting for both financial and nonfinancial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Effective with the adoption of ASU 2017-12 on January 1, 2019, changes in the fair value of the Company’s interest rate swap related to changes in the cash flow of the hedged item are reported as a component of interest expense and amortization of deferred debt costs in the Statements of Operations. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the nine months ended September 30, 2019 . |
Real Estate
Real Estate | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Real Estate | 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, 2019 and December 31, 2018 , is composed of the following: (in thousands) September 30, 2019 December 31, 2018 Glebe Road $ 237,305 $ 162,176 7316 Wisconsin Avenue 42,626 — Ashbrook Marketplace 22,570 11,124 Other 15,297 12,672 Total $ 317,798 $ 185,972 Deferred Leasing Costs Deferred leasing costs consist of commissions paid to third-party and internal leasing agents, internal costs such as payroll-related fringe benefits which are direct and incremental to successful commercial leases, amounts attributed to in-place leases associated with acquired properties and lease inducement costs. Effective with the adoption of ASU 2016-02 on January 1, 2019, all costs incurred prior to the execution of a lease are charged to expense and not capitalized. 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 $24.9 million and $28.1 million , net of accumulated amortization of $40.4 million and $37.7 million , as of September 30, 2019 and December 31, 2018 , respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the consolidated statements of operations, totaled $4.5 million and $4.3 million for the nine months ended September 30, 2019 and 2018 , respectively. Real Estate Investment Properties As of September 30, 2019 , 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 five (non-operating) development properties. 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 $30.7 million and $29.7 million for the nine months ended September 30, 2019 and 2018 , respectively. Repairs and maintenance expense totaled $9.7 million and $8.7 million for the nine months ended September 30, 2019 and 2018 , respectively, and is included in property operating expenses in the Consolidated Statements of Operations. Acquisitions Ashbrook Marketplace In May 2018, the Company acquired from the Trust, in exchange for 176,680 limited partnership units, approximately 13.7 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Loudoun County, Virginia. Based on the closing price of the Company's common stock, the land and the limited partnership units were recorded at a value of $8.8 million . Acquisition costs related to the transaction totaled approximately $0.2 million . 7316 Wisconsin Avenue In September 2018, the Company purchased for $35.5 million , plus $0.7 million of acquisition costs, an office building and the underlying ground located at 7316 Wisconsin Avenue in Bethesda, Maryland. In December 2018, the Company purchased for $4.5 million , including acquisition costs, an interest in an adjacent parcel of land and retail building. The purchase price was funded through the Company's revolving credit facility. The Company has executed lease termination agreements with the final two office tenants and, effective September 1, 2019, the asset was removed from service and transferred to construction in progress at its carrying value of $42.6 million . 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. During 2018, the Company acquired properties that had an aggregate cost of $49.5 million , including acquisition costs. The purchase price was allocated to assets acquired and liabilities assumed based on their relative fair values as shown in the following table. (in thousands) Ashbrook Marketplace 7316 Wisconsin Avenue Total Land $ 8,776 $ 38,686 $ 47,462 Buildings — 979 979 In-place Leases — 886 886 Above Market Rent — 168 168 Below Market Rent — (21 ) (21 ) Total Purchase Price $ 8,776 $ 40,698 $ 49,474 |
Noncontrolling Interests - Hold
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership | 9 Months Ended |
Sep. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership | Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership As of September 30, 2019 , the Saul Organization holds a 25.5% limited partnership interest in the Operating Partnership represented by approximately 7.9 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 Company's 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, 2019 , approximately 2,130,000 units were convertible into shares of Saul Centers common stock. The impact of the Saul Organization’s approximately 25.5% 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, 2019 and 2018 , were approximately 31.0 million and 30.3 million , respectively, and for the nine months ended September 30, 2019 and 2018 , were approximately 30.8 million and 30.0 million , respectively. |
Notes Payable, Revolving Credit
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs | Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs The principal amount of the Company’s outstanding debt totaled approximately $1.0 billion at September 30, 2019 , of which approximately $948.1 million was fixed-rate debt and approximately $75.0 million was variable rate debt outstanding under the credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.1 billion as of September 30, 2019 . At September 30, 2019 , the Company had a $400.0 million credit facility comprised of a $325.0 million revolving facility and a $75.0 million term loan. As of September 30, 2019 , the applicable spread for borrowings is 135 basis points under the revolving credit facility and 130 basis points under the term loan. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the credit facility. Letters of credit may be issued under the revolving credit facility. As of September 30, 2019 , based on the value of the Company’s unencumbered properties, approximately $296.3 million was available under the revolving credit facility, there was no outstanding balance and approximately $185,000 was committed for letters of credit. On January 4, 2019, the Company repaid in full the remaining balance of the mortgage loan secured by Countryside Marketplace, which was scheduled to mature in July 2019. On January 10, 2019 , the Company closed on a 15 -year, non-recourse $22.1 million mortgage loan secured by Olde Forte Village. The loan matures in 2034, bears interest at a fixed-rate of 4.65% , requires monthly principal and interest payments of $124,700 based on a 25 -year amortization schedule and requires a final payment of $12.1 million . Proceeds were partially used to repay in full the existing mortgage secured by Olde Forte Village, which was scheduled to mature in May 2019. On June 3, 2019, the Company repaid in full the remaining balance of the mortgage loan secured by Briggs Chaney Marketplace, which was scheduled to mature in September 2019. Saul Centers is a guarantor of the credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Park Van Ness loan (approximately $10.0 million of the $68.5 million outstanding balance at September 30, 2019 , which guarantee will be reduced to (i) $6.7 million on October 1, 2019, (ii) $3.3 million on October 1, 2020 and (iii) zero on October 1, 2021), (b) a portion of the Kentlands Square II mortgage loan (approximately $8.6 million of the $34.3 million outstanding balance at September 30, 2019 ), and (c) a portion of the Broadlands Village mortgage (approximately $3.9 million of the $31.4 million outstanding balance at September 30, 2019). All other notes payable are non-recourse. At December 31, 2018 , the principal amount of the Company’s outstanding debt totaled approximately $1.0 billion , of which $910.2 million was fixed rate debt and $122.0 million was variable rate debt, including $47.0 million outstanding under an unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.1 billion as of December 31, 2018 . At September 30, 2019 , 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, 2019 $ — $ 7,384 $ 7,384 2020 61,163 28,536 89,699 2021 11,012 28,333 39,345 2022 36,503 28,923 65,426 2023 84,225 29,313 113,538 2024 66,645 27,908 94,553 Thereafter 497,257 115,902 613,159 Principal amount $ 756,805 $ 266,299 1,023,104 Unamortized deferred debt costs 8,376 Net $ 1,014,728 Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the term loan 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 $8.4 million and $ 10.3 million , net of accumulated amortization of $6.7 million and $7.3 million , at September 30, 2019 and December 31, 2018 , respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets. At September 30, 2019, deferred debt costs related to the revolving credit facility, which had no outstanding balance, totaling $1.3 million , net of accumulated amortization of $0.9 million , are included in Other Assets in the Consolidated Balance Sheets. Interest expense, net and amortization of deferred debt costs for the three and nine months ended September 30, 2019 and 2018 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2019 2018 2019 2018 Interest incurred $ 13,103 $ 12,361 $ 38,972 $ 36,863 Amortization of deferred debt costs 370 377 1,130 1,224 Capitalized interest (3,088 ) (1,716 ) (7,756 ) (4,301 ) Interest expense 10,385 11,022 32,346 33,786 Less: Interest income 60 48 161 218 Interest expense, net and amortization of deferred debt costs $ 10,325 $ 10,974 $ 32,185 $ 33,568 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity | Equity The consolidated statements of operations for the nine months ended September 30, 2019 and 2018 , reflect noncontrolling interests of $10.3 million and $9.3 million , respectively, representing income attributable to the Saul Organization for each period. At September 30, 2019 , the Company had outstanding 4.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Stock”). The depositary shares are redeemable 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 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. In October 2019, the Company redeemed all outstanding depositary shares representing interests in the Series C Stock (see Subsequent Events). At September 30, 2019 , the Company had outstanding 3.0 million depositary shares, each representing 1/100 th 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 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. On September 17, 2019, Saul Centers sold, in an underwritten public offering, 4.0 million depositary shares, each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock (the “Series E Stock”), providing net cash proceeds of approximately $96.8 million . The depositary shares may be redeemed 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. On September 23, 2019, Saul Centers sold, as a result of the exercise by the underwriters of their over-allotment option, an additional 0.4 million depositary shares of Series E Stock, providing net cash proceeds of approximately $9.5 million . 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, the effect of dilutive options and the number of options which are not dilutive because the average price of the Company's common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution. Three months ended September 30, Nine months ended September 30, (In thousands) 2019 2018 2019 2018 Weighted average common stock outstanding-Basic 23,081 22,432 22,947 22,290 Effect of dilutive options 40 69 46 46 Weighted average common stock outstanding-Diluted 23,121 22,501 22,993 22,336 Non-dilutive options 698 443 612 508 Years non-dilutive options were issued 2016, 2017 and 2019 2016 and 2017 2016, 2017 and 2019 2015, 2016 and 2017 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Chairman, Chief Executive Officer and President, the Executive Vice President-Real Estate, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer 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 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 Statements of Operations, at the discretionary amount of up to six percent of the employee’s cash compensation, subject to certain limits, were $264,300 and $264,900 for the nine months ended September 30, 2019 and 2018 , 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 ended September 30, 2019 and 2018 , the Company credited to employee accounts $186,300 and $161,500 , respectively, which is the sum of accrued earnings and three times the amount deferred by 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 $3.0 million and $2.7 million , at September 30, 2019 and December 31, 2018 , respectively, and is included in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets. The Company has entered into 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. Billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the nine months ended September 30, 2019 and 2018 , which included rental expense for the Company’s headquarters lease, totaled approximately $6.4 million and $6.2 million , net, respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the Consolidated Statements of Operations. As of September 30, 2019 and December 31, 2018 , accounts payable, accrued expenses and other liabilities included approximately $810,600 and $933,400 , respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses. The Company has entered into a shared third-party predevelopment cost agreement (the “Predevelopment Agreement”) with the Trust. The Predevelopment Agreement relates 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. 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 approximately 13.7 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Ashburn, Virginia. The transaction closed on May 9, 2018, and the Company issued 176,680 limited partnership units to the Trust. The Company is constructing a shopping center, Ashbrook Marketplace, and upon 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 lease commenced in March 2002, expires in 2022, 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 $593,500 and $590,000 for the nine months ended September 30, 2019 and 2018 , respectively, and is included in general and administrative expense. The B. F. Saul Insurance Agency, 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 $284,900 and $251,800 for the nine months ended September 30, 2019 and 2018 , respectively. |
Stock-based Employee Compensati
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors In 2004, the Company established a stock incentive plan (the "Plan"), as amended. Under the Plan, options were 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 each award 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 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. 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 their have 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, 2019 , 5,017 shares were credited to director's deferred fee accounts and 7,058 shares were issued. As of September 30, 2019 , the director's deferred fee accounts comprise 112,603 shares. The Compensation Committee has also approved an annual award of shares of the Company’s common stock as additional compensation to each director serving on the Board of Directors as of the record date for the Annual Meeting of Stockholders. The shares are awarded as of each Annual Meeting of Stockholders, and their issuance may not be deferred. The following table summarizes the assumptions used in the valuation of the 2018 and 2019 option grants. During the nine months ended September 30, 2019 , stock option expense totaling $1.3 million was included in general and administrative expense in the Consolidated Statements of Operations. As of September 30, 2019 , the estimated future expense related to unvested stock options was $2.9 million . Directors Officers Grant date May 11, 2018 May 3, 2019 May 11, 2018 May 3, 2019 Exercise price $ 49.46 $ 55.71 $ 49.46 $ 55.71 Volatility 0.192 0.236 0.177 0.206 Expected life (years) 5.0 5.0 7.0 7.0 Assumed yield 3.70 % 3.75 % 3.75 % 3.80 % Risk-free rate 2.84 % 2.33 % 2.94 % 2.43 % The table below summarizes the option activity for the nine months ended September 30, 2019 : Number of Shares Weighted Average Exercise Price per share Aggregate Intrinsic Value Outstanding at January 1 1,114,169 $ 52.40 $ 543,662 Granted 260,000 55.71 — Exercised (47,055 ) 45.11 512,322 Expired/Forfeited (7,500 ) 56.07 — Outstanding at September 30 1,319,614 53.29 3,712,807 Exercisable at September 30 773,614 52.29 2,889,025 The intrinsic value 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 shares exercised during the period was calculated by using the closing share price on the date of exercise. At September 30, 2019, the final trading day of the third quarter, the closing share price of $ 54.51 was lower than the exercise price of the 210,875 , 227,500 , and 260,000 outstanding options granted in 2016, 2017 and 2019, respectively. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 7.2 years and 6.1 years, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying values 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 interest rates of approximately 3.50% and 4.40% , would be approximately $977.8 million and $927.0 million , respectively, compared to the principal balance of $948.1 million and $910.2 million at September 30, 2019 and December 31, 2018 , 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 swap 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 which contain inputs that are derived from observable market data. 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, 2019 , the fair value of the interest-rate swap was approximately $0.4 million |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Neither the Company nor the current 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. |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | 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 range 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 2019 presentation. (In thousands) Shopping Centers Mixed-Use Corporate and Other Consolidated Totals Three months ended September 30, 2019 Real estate rental operations: Revenue $ 41,313 $ 15,739 $ — $ 57,052 Expenses (8,974 ) (5,665 ) — (14,639 ) Income from real estate 32,339 10,074 — 42,413 Interest expense, net and amortization of deferred debt costs — — (10,325 ) (10,325 ) Depreciation and amortization of deferred leasing costs (7,260 ) (4,758 ) — (12,018 ) General and administrative — — (4,742 ) (4,742 ) Net income (loss) $ 25,079 $ 5,316 $ (15,067 ) $ 15,328 Capital investment $ 9,166 $ 27,290 $ — $ 36,456 Total assets $ 985,244 $ 609,560 $ 51,960 $ 1,646,764 Three months ended September 30, 2018 Real estate rental operations: Revenue $ 41,091 $ 15,819 $ — $ 56,910 Expenses (8,574 ) (5,273 ) — (13,847 ) Income from real estate 32,517 10,546 — 43,063 Interest expense, net and amortization of deferred debt costs — — (10,974 ) (10,974 ) Depreciation and amortization of deferred leasing costs (7,249 ) (4,007 ) — (11,256 ) General and administrative — — (4,141 ) (4,141 ) Change in fair value of derivatives — — 10 10 Net income (loss) $ 25,268 $ 6,539 $ (15,105 ) $ 16,702 Capital investment $ 15,145 $ 44,161 $ — $ 59,306 Total assets $ 982,038 $ 514,480 $ 9,620 $ 1,506,138 (Dollars in thousands) Shopping Mixed-Use Corporate Consolidated Nine months ended September 30, 2019 Real estate rental operations: Revenue $ 126,730 $ 48,213 $ — $ 174,943 Expenses (27,214 ) (16,508 ) — (43,722 ) Income from real estate 99,516 31,705 — 131,221 Interest expense, net and amortization of deferred debt costs — — (32,185 ) (32,185 ) Depreciation and amortization of deferred leasing costs (21,917 ) (13,268 ) — (35,185 ) General and administrative — — (14,696 ) (14,696 ) Net income (loss) $ 77,599 $ 18,437 $ (46,881 ) $ 49,155 Capital investment $ 22,746 $ 82,309 $ — $ 105,055 Total assets $ 985,244 $ 609,560 $ 51,960 $ 1,646,764 Nine months ended September 30, 2018 Real estate rental operations: Revenue $ 122,770 $ 46,330 $ — $ 169,100 Expenses (25,931 ) (15,394 ) — (41,325 ) Income from real estate 96,839 30,936 — 127,775 Interest expense, net and amortization of deferred debt costs — — (33,568 ) (33,568 ) Depreciation and amortization of deferred leasing costs (21,880 ) (12,076 ) — (33,956 ) General and administrative — — (13,208 ) (13,208 ) Change in fair value of derivatives — — (2 ) (2 ) Gain on sale of property 509 — — 509 Net income (loss) $ 75,468 $ 18,860 $ (46,778 ) $ 47,550 Capital investment $ 22,288 $ 74,011 $ — $ 96,299 Total assets $ 982,038 $ 514,480 $ 9,620 $ 1,506,138 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In September 2019, the Company announced the redemption of all outstanding depositary shares representing interests in its Series C Stock. The depositary shares were redeemed on October 17, 2019 at $25.00 per depositary share, plus all accrued and unpaid dividends to, but not including, the redemption date, for an aggregate redemption price of $25.07638 per depositary share. In the fourth quarter, costs associated with the redemption were charged against Net income available to common stockholders. After the redemption date, dividends on the depositary shares representing interests in the Series C Stock ceased to accrue. On November 5, 2019, the Company entered into an agreement (the "Contribution Agreement") to acquire from the Trust, approximately 6.8 acres of land and its leasehold interest in approximately 1.3 acres of contiguous land, together in each case with the improvements located thereon, located at the Twinbrook Metro Station in Rockville, Maryland (the “Contributed Property”). In exchange for the Contributed Property, the Company will issue to the Trust 1,416,071 limited partnership units in the Operating Partnership (“OP Units”) at an agreed value of $56.00 per OP Unit, representing an aggregate value of $ 79.3 million for the Contributed Property. Title to the Contributed Property and the OP Units will be placed in escrow until certain conditions of the Contribution Agreement are satisfied. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
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. 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 |
Principles of Consolidation | 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, 2019 and December 31, 2018 , are comprised of the assets and liabilities of the Operating Partnership. The debt arrangements which are subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation. |
Consolidation, Variable Interest Entity | The Operating Partnership is a variable interest entity ("VIE") 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 its activities and the rights to absorb 74.5% of its net income. Because the Operating Partnership was previously consolidated into the financial statements of the Company, classification of it as a VIE had 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 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 the Company for the year ended December 31, 2018 , 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. |
Use of Estimates | 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 impairment of real estate properties. Actual results could differ from those estimates. |
Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts | Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts Accounts receivable primarily represent amounts currently due from tenants in accordance with the terms of their respective leases. Lease related receivables are reduced for credit losses. Such losses are recognized as a reduction of rental revenue in the consolidated statements of operations. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In February 2016, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘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 date of initial application, with an option to use certain practical expedients for those existing leases. Upon adoption of ASU 2016-02 effective January 1, 2019, we elected the practical expedient for all leases with respect to lease identification, lease classification, and initial direct costs. We made a policy election not to separate lease and nonlease components and have accounted for each lease component and the related nonlease components together as a single component. There have been no significant changes to our lessor accounting for operating leases as a result of ASU 2016-02. We 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 were determined to be operating leases and generally range in term from one to 15 years . Some of our leases have termination options and/or extension options. Termination options allow the lessee to terminate the lease prior to the end of the lease term, provided certain conditions are met. Termination options generally require advance notification from the lessee 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. On January 1, 2019, a right of use asset and corresponding lease liability related to our headquarters lease were recorded in other assets and other liabilities, respectively. The lease expires on February 28, 2022, with one option to renew for an additional five years . The right of use asset and corresponding lease liability totaled $1.8 million and $1.8 million , respectively, at September 30, 2019 . 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. Management does not expect that the adoption of ASU 2016-13 will have a material impact on our consolidated financial statements and related disclosures. In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging” (“ASU 2017-12”). ASU 2017-12 amends financial reporting for hedging activities to better align that reporting with risk management activities. ASU 2017-12 expands and refines hedge accounting for both financial and nonfinancial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Effective with the adoption of ASU 2017-12 on January 1, 2019, changes in the fair value of the Company’s interest rate swap related to changes in the cash flow of the hedged item are reported as a component of interest expense and amortization of deferred debt costs in the Statements of Operations. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the nine months ended September 30, 2019 . |
Real Estate - (Tables)
Real Estate - (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Real Estate [Abstract] | |
Schedule of Construction in Progress | Construction in progress as of September 30, 2019 and December 31, 2018 , is composed of the following: (in thousands) September 30, 2019 December 31, 2018 Glebe Road $ 237,305 $ 162,176 7316 Wisconsin Avenue 42,626 — Ashbrook Marketplace 22,570 11,124 Other 15,297 12,672 Total $ 317,798 $ 185,972 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was allocated to assets acquired and liabilities assumed based on their relative fair values as shown in the following table. (in thousands) Ashbrook Marketplace 7316 Wisconsin Avenue Total Land $ 8,776 $ 38,686 $ 47,462 Buildings — 979 979 In-place Leases — 886 886 Above Market Rent — 168 168 Below Market Rent — (21 ) (21 ) Total Purchase Price $ 8,776 $ 40,698 $ 49,474 |
Notes Payable, Revolving Cred_2
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Debt, Including Scheduled Principal Amortization | At September 30, 2019 , 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, 2019 $ — $ 7,384 $ 7,384 2020 61,163 28,536 89,699 2021 11,012 28,333 39,345 2022 36,503 28,923 65,426 2023 84,225 29,313 113,538 2024 66,645 27,908 94,553 Thereafter 497,257 115,902 613,159 Principal amount $ 756,805 $ 266,299 1,023,104 Unamortized deferred debt costs 8,376 Net $ 1,014,728 |
Interest Expense and Amortization of Deferred Debt Costs | Interest expense, net and amortization of deferred debt costs for the three and nine months ended September 30, 2019 and 2018 , were as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2019 2018 2019 2018 Interest incurred $ 13,103 $ 12,361 $ 38,972 $ 36,863 Amortization of deferred debt costs 370 377 1,130 1,224 Capitalized interest (3,088 ) (1,716 ) (7,756 ) (4,301 ) Interest expense 10,385 11,022 32,346 33,786 Less: Interest income 60 48 161 218 Interest expense, net and amortization of deferred debt costs $ 10,325 $ 10,974 $ 32,185 $ 33,568 |
Equity Weighted Average Shares
Equity Weighted Average Shares Outstanding (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and dilutive, the effect of dilutive options and the number of options which are not dilutive because the average price of the Company's common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution. Three months ended September 30, Nine months ended September 30, (In thousands) 2019 2018 2019 2018 Weighted average common stock outstanding-Basic 23,081 22,432 22,947 22,290 Effect of dilutive options 40 69 46 46 Weighted average common stock outstanding-Diluted 23,121 22,501 22,993 22,336 Non-dilutive options 698 443 612 508 Years non-dilutive options were issued 2016, 2017 and 2019 2016 and 2017 2016, 2017 and 2019 2015, 2016 and 2017 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Stock Options Issued | The following table summarizes the assumptions used in the valuation of the 2018 and 2019 option grants. During the nine months ended September 30, 2019 , stock option expense totaling $1.3 million was included in general and administrative expense in the Consolidated Statements of Operations. As of September 30, 2019 , the estimated future expense related to unvested stock options was $2.9 million . Directors Officers Grant date May 11, 2018 May 3, 2019 May 11, 2018 May 3, 2019 Exercise price $ 49.46 $ 55.71 $ 49.46 $ 55.71 Volatility 0.192 0.236 0.177 0.206 Expected life (years) 5.0 5.0 7.0 7.0 Assumed yield 3.70 % 3.75 % 3.75 % 3.80 % Risk-free rate 2.84 % 2.33 % 2.94 % 2.43 % |
Summary of Option Activity | The table below summarizes the option activity for the nine months ended September 30, 2019 : Number of Shares Weighted Average Exercise Price per share Aggregate Intrinsic Value Outstanding at January 1 1,114,169 $ 52.40 $ 543,662 Granted 260,000 55.71 — Exercised (47,055 ) 45.11 512,322 Expired/Forfeited (7,500 ) 56.07 — Outstanding at September 30 1,319,614 53.29 3,712,807 Exercisable at September 30 773,614 52.29 2,889,025 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | (In thousands) Shopping Centers Mixed-Use Corporate and Other Consolidated Totals Three months ended September 30, 2019 Real estate rental operations: Revenue $ 41,313 $ 15,739 $ — $ 57,052 Expenses (8,974 ) (5,665 ) — (14,639 ) Income from real estate 32,339 10,074 — 42,413 Interest expense, net and amortization of deferred debt costs — — (10,325 ) (10,325 ) Depreciation and amortization of deferred leasing costs (7,260 ) (4,758 ) — (12,018 ) General and administrative — — (4,742 ) (4,742 ) Net income (loss) $ 25,079 $ 5,316 $ (15,067 ) $ 15,328 Capital investment $ 9,166 $ 27,290 $ — $ 36,456 Total assets $ 985,244 $ 609,560 $ 51,960 $ 1,646,764 Three months ended September 30, 2018 Real estate rental operations: Revenue $ 41,091 $ 15,819 $ — $ 56,910 Expenses (8,574 ) (5,273 ) — (13,847 ) Income from real estate 32,517 10,546 — 43,063 Interest expense, net and amortization of deferred debt costs — — (10,974 ) (10,974 ) Depreciation and amortization of deferred leasing costs (7,249 ) (4,007 ) — (11,256 ) General and administrative — — (4,141 ) (4,141 ) Change in fair value of derivatives — — 10 10 Net income (loss) $ 25,268 $ 6,539 $ (15,105 ) $ 16,702 Capital investment $ 15,145 $ 44,161 $ — $ 59,306 Total assets $ 982,038 $ 514,480 $ 9,620 $ 1,506,138 (Dollars in thousands) Shopping Mixed-Use Corporate Consolidated Nine months ended September 30, 2019 Real estate rental operations: Revenue $ 126,730 $ 48,213 $ — $ 174,943 Expenses (27,214 ) (16,508 ) — (43,722 ) Income from real estate 99,516 31,705 — 131,221 Interest expense, net and amortization of deferred debt costs — — (32,185 ) (32,185 ) Depreciation and amortization of deferred leasing costs (21,917 ) (13,268 ) — (35,185 ) General and administrative — — (14,696 ) (14,696 ) Net income (loss) $ 77,599 $ 18,437 $ (46,881 ) $ 49,155 Capital investment $ 22,746 $ 82,309 $ — $ 105,055 Total assets $ 985,244 $ 609,560 $ 51,960 $ 1,646,764 Nine months ended September 30, 2018 Real estate rental operations: Revenue $ 122,770 $ 46,330 $ — $ 169,100 Expenses (25,931 ) (15,394 ) — (41,325 ) Income from real estate 96,839 30,936 — 127,775 Interest expense, net and amortization of deferred debt costs — — (33,568 ) (33,568 ) Depreciation and amortization of deferred leasing costs (21,880 ) (12,076 ) — (33,956 ) General and administrative — — (13,208 ) (13,208 ) Change in fair value of derivatives — — (2 ) (2 ) Gain on sale of property 509 — — 509 Net income (loss) $ 75,468 $ 18,860 $ (46,778 ) $ 47,550 Capital investment $ 22,288 $ 74,011 $ — $ 96,299 Total assets $ 982,038 $ 514,480 $ 9,620 $ 1,506,138 |
Organization, Formation and Str
Organization, Formation and Structure (Details) | 9 Months Ended |
Sep. 30, 2019partnershipstore | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Distribution of REIT taxable income (excluding net capital gains) to its stockholders (percent) | 90.00% |
Number of partnerships | partnership | 2 |
Number of shopping centers | 32 |
Percentage of ownership in operating partnership | 74.50% |
Revenue | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Percentage of total revenue | 2.50% |
Giant Food | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of shopping centers | 10 |
Percentage of total revenue | 4.70% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | Sep. 30, 2019USD ($) | Jan. 01, 2019lease_option | Dec. 31, 2018USD ($) |
Significant Accounting Policies [Line Items] | |||
Accounts receivable, net representing rental income accrued | $ 42,700,000 | $ 43,300,000 | |
Right-of-use asset | 1,800,000 | ||
Operating lease liability | 1,800,000 | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Allowance for doubtful accounts receivables representing rental income accrued | $ 48,400 | $ 58,500 | |
Operating lease term of contract | 1 year | ||
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Operating lease term of contract | 15 years | ||
Corporate Headquarters | |||
Significant Accounting Policies [Line Items] | |||
Number of options to extend lease | lease_option | 1 | ||
Lease renewal term | 5 years |
Real Estate - Schedule of Const
Real Estate - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real Estate [Line Items] | ||
Construction in progress | $ 317,798 | $ 185,972 |
Glebe Road | ||
Real Estate [Line Items] | ||
Construction in progress | 237,305 | 162,176 |
7316 Wisconsin Avenue | ||
Real Estate [Line Items] | ||
Construction in progress | 42,626 | 0 |
Ashbrook Marketplace | ||
Real Estate [Line Items] | ||
Construction in progress | 22,570 | 11,124 |
Other | ||
Real Estate [Line Items] | ||
Construction in progress | $ 15,297 | $ 12,672 |
Real Estate Transactions - Narr
Real Estate Transactions - Narrative (Details) $ in Thousands | May 09, 2018shares | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | May 31, 2018USD ($)ashares | Aug. 31, 2016a | Sep. 30, 2019USD ($)property | Sep. 30, 2018USD ($) | Sep. 01, 2019tenant |
Real Estate [Line Items] | ||||||||
Deferred leasing costs, net | $ 28,083 | $ 24,947 | ||||||
Accumulated amortization deferred leasing cost | 37,700 | 40,400 | ||||||
Amortization expense deferred leasing cost | 4,500 | $ 4,300 | ||||||
Depreciation expense | 30,700 | 29,700 | ||||||
Repairs and maintenance expense | 9,700 | 8,700 | ||||||
Payments to acquire real estate | 13,398 | 6,586 | ||||||
Construction in progress | 185,972 | 317,798 | ||||||
Real estate investments | 1,948,165 | $ 2,052,369 | ||||||
Shopping Centers | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 49 | |||||||
Mixed-Use Properties | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 6 | |||||||
Non-operating Development Properties | ||||||||
Real Estate [Line Items] | ||||||||
Number of real estate properties | property | 5 | |||||||
Ashbrook Marketplace | ||||||||
Real Estate [Line Items] | ||||||||
Area of real estate acquired (in acres) | a | 13.7 | |||||||
Additions to real estate investments, noncash | $ 8,800 | 8,776 | ||||||
Acquisition costs | $ 200 | |||||||
Construction in progress | 11,124 | $ 22,570 | ||||||
7316 Wisconsin Avenue | ||||||||
Real Estate [Line Items] | ||||||||
Payments to acquire real estate | $ 35,500 | |||||||
Number of tenants | tenant | 2 | |||||||
Construction in progress | 0 | $ 42,626 | ||||||
Property acquisition costs | $ 700 | $ 700 | ||||||
Parcel Adjacent To 7316 Wisconsin Avenue | ||||||||
Real Estate [Line Items] | ||||||||
Payments to acquire real estate | 4,500 | |||||||
2018 Acquisitions | ||||||||
Real Estate [Line Items] | ||||||||
Real estate investments | $ 49,500 | |||||||
BF Saul Real Estate Investment Trust | Ashbrook Marketplace | ||||||||
Real Estate [Line Items] | ||||||||
Limited partnership units issued for purchase (in shares) | shares | 176,680 | 176,680 | ||||||
Area of real estate acquired (in acres) | a | 13.7 | |||||||
Building | Minimum | ||||||||
Real Estate [Line Items] | ||||||||
Estimated useful life (in years) | 35 years | |||||||
Building | Maximum | ||||||||
Real Estate [Line Items] | ||||||||
Estimated useful life (in years) | 50 years | |||||||
Building Improvements | Maximum | ||||||||
Real Estate [Line Items] | ||||||||
Estimated useful life (in years) | 20 years |
Real Estate - Schedule of Purch
Real Estate - Schedule of Purchase Price Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Real Estate [Line Items] | ||
Total Purchase Price | $ 2,052,369 | $ 1,948,165 |
Ashbrook Marketplace | ||
Real Estate [Line Items] | ||
Land | 8,776 | |
Buildings | 0 | |
Total Purchase Price | 8,776 | |
7316 Wisconsin Avenue | ||
Real Estate [Line Items] | ||
Land | 38,686 | |
Buildings | 979 | |
Total Purchase Price | 40,698 | |
2018 Acquisitions | ||
Real Estate [Line Items] | ||
Land | 47,462 | |
Buildings | 979 | |
Total Purchase Price | 49,474 | |
In-place Leases | Ashbrook Marketplace | ||
Real Estate [Line Items] | ||
Intangible assets | 0 | |
In-place Leases | 7316 Wisconsin Avenue | ||
Real Estate [Line Items] | ||
Intangible assets | (886) | |
In-place Leases | 2018 Acquisitions | ||
Real Estate [Line Items] | ||
Intangible assets | (886) | |
Above Market Rent | Ashbrook Marketplace | ||
Real Estate [Line Items] | ||
Intangible assets | 0 | |
Above Market Rent | 7316 Wisconsin Avenue | ||
Real Estate [Line Items] | ||
Intangible assets | (168) | |
Above Market Rent | 2018 Acquisitions | ||
Real Estate [Line Items] | ||
Intangible assets | (168) | |
Below Market Rent | Ashbrook Marketplace | ||
Real Estate [Line Items] | ||
Intangible assets | 0 | |
Below Market Rent | 7316 Wisconsin Avenue | ||
Real Estate [Line Items] | ||
Intangible assets | (21) | |
Below Market Rent | 2018 Acquisitions | ||
Real Estate [Line Items] | ||
Intangible assets | $ (21) |
Noncontrolling Interests - Ho_2
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership (Details) - Noncontrolling Interests shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019shares | Sep. 30, 2018shares | Sep. 30, 2019shares | Sep. 30, 2018shares | |
Noncontrolling Interest [Line Items] | ||||
Percentage of ownership interest of noncontrolling interest | 25.50% | 25.50% | ||
Limited partnership units (in shares) | 7,900 | 7,900 | ||
Limited partnership units, conversion ratio | 1 | 1 | ||
Outstanding stock percent that should be acquired for rights to be exercised | 39.90% | 39.90% | ||
Limited partnership units convertible into shares of common stock, eligible for conversion (in shares) | 2,130 | 2,130 | ||
Fully converted partnership units and diluted weighted average shares outstanding (in shares) | 31,000 | 30,300 | 30,800 | 30,000 |
Notes Payable, Revolving Cred_3
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs - Narrative (Details) - USD ($) | Jan. 10, 2019 | Sep. 30, 2019 | Oct. 01, 2021 | Oct. 01, 2020 | Oct. 01, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||||||
Principal amount | $ 1,023,104,000 | $ 1,000,000,000 | ||||
Debt outstanding with fixed-rate | 948,100,000 | 910,200,000 | ||||
Debt outstanding with variable-rate | 75,000,000 | 122,000,000 | ||||
Outstanding line of credit | 0 | 45,329,000 | ||||
Carrying value of properties collateralizing mortgage notes | 1,100,000,000 | 1,100,000,000 | ||||
Final payment amount | 756,805,000 | |||||
Notes payable | 846,525,000 | 880,271,000 | ||||
Principal amount | 1,014,728,000 | |||||
Unamortized deferred debt costs | 8,376,000 | 10,300,000 | ||||
Debt issuance costs amortization | 6,700,000 | 7,300,000 | ||||
Unsecured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding line of credit | $ 47,000,000 | |||||
Line of credit facility, remaining borrowing capacity | 296,300,000 | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 185,000 | |||||
New Facility | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding line of credit | 0 | |||||
Line of credit facility, maximum borrowing capacity | 400,000,000 | |||||
Unamortized deferred debt costs | 1,300,000 | |||||
Debt issuance costs amortization | 900,000 | |||||
New Facility | Term Loan | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | |||||
New Facility | Term Loan | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on LIBOR (percentage) | 1.30% | |||||
New Facility | Revolving Line | Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 325,000,000 | |||||
New Facility | Revolving Line | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on LIBOR (percentage) | 1.35% | |||||
Park Van Ness Loan | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | $ 10,000,000 | |||||
Notes payable | 68,500,000 | |||||
Broadlands Village Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | 3,900,000 | |||||
Principal amount | 31,400,000 | |||||
Olde Forte Village | 4.65% due January 2034 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, term | 15 years | |||||
Construction-to-permanent loan | $ 22,100,000 | |||||
Interest rate, stated percentage | 4.65% | |||||
Periodic payment | $ 124,700 | |||||
Amortization period | 25 years | |||||
Final payment amount | $ 12,100,000 | |||||
Kentlands Square II Bank Loan | Fixed Rate Mortgage Notes Payable | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | 8,600,000 | |||||
Principal amount | $ 34,300,000 | |||||
Forecast | Park Van Ness Loan | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | $ 0 | $ 3,300,000 | $ 6,700,000 |
Notes Payable, Revolving Cred_4
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs - Scheduled Maturities of Debt, Including Scheduled Principal Amortization (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Balloon Payments | ||
October 1 through December 31, 2019 | $ 0 | |
2020 | 61,163 | |
2021 | 11,012 | |
2022 | 36,503 | |
2023 | 84,225 | |
2024 | 66,645 | |
Thereafter | 497,257 | |
Principal amount | 756,805 | |
Scheduled Principal Amortization | ||
October 1 through December 31, 2019 | 7,384 | |
2020 | 28,536 | |
2021 | 28,333 | |
2022 | 28,923 | |
2023 | 29,313 | |
2024 | 27,908 | |
Thereafter | 115,902 | |
Principal amount | 266,299 | |
Total | ||
October 1 through December 31, 2019 | 7,384 | |
2020 | 89,699 | |
2021 | 39,345 | |
2022 | 65,426 | |
2023 | 113,538 | |
2024 | 94,553 | |
Thereafter | 613,159 | |
Principal amount | 1,023,104 | $ 1,000,000 |
Unamortized deferred debt costs | 8,376 | 10,300 |
Net | 1,014,728 | |
Debt Instrument [Line Items] | ||
Outstanding line of credit | $ 0 | 45,329 |
Unsecured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding line of credit | $ 47,000 |
Notes Payable, Revolving Cred_5
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs - Interest Expense and Amortization of Deferred Debt Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Disclosure [Abstract] | ||||
Interest incurred | $ 13,103 | $ 12,361 | $ 38,972 | $ 36,863 |
Amortization of deferred debt costs | 370 | 377 | 1,130 | 1,224 |
Capitalized interest | (3,088) | (1,716) | (7,756) | (4,301) |
Interest expense | 10,385 | 11,022 | 32,346 | 33,786 |
Less: Interest income | 60 | 48 | 161 | 218 |
Interest expense, net and amortization of deferred debt costs | $ 10,325 | $ 10,974 | $ 32,185 | $ 33,568 |
Equity Narrative (Details)
Equity Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | Sep. 23, 2019 | Sep. 17, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Class of Stock [Line Items] | ||||||
Income attributable to noncontrolling interests | $ (3,102) | $ (3,547) | $ (10,250) | $ (9,265) | ||
Series D Cumulative Redeemable Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Depositary shares outstanding (in shares) | 3 | 3 | ||||
Depository shares to cumulative redeemable preferred stock ratio | 1.00% | |||||
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | $ 25 | ||||
Annual dividend on depositary shares (in usd per share) | $ 1.53125 | |||||
Percentage of redeemable preferred stock | 6.125% | |||||
Series C Cumulative Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Depositary shares outstanding (in shares) | 4.2 | 4.2 | ||||
Depository shares to cumulative redeemable preferred stock ratio | 1.00% | |||||
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | $ 25 | ||||
Annual dividend on depositary shares (in usd per share) | $ 1.71875 | |||||
Percentage of redeemable preferred stock | 6.875% | |||||
Series E Cumulative Redeemable Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Depositary shares outstanding (in shares) | 0.4 | 4 | ||||
Depository shares to cumulative redeemable preferred stock ratio | 1.00% | |||||
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | $ 25 | ||||
Annual dividend on depositary shares (in usd per share) | $ 1.50 | |||||
Percentage of redeemable preferred stock | 6.00% | 6.00% | ||||
Proceeds from shares sold | $ 9,500 | $ 96,800 |
Equity - Per Share Data (Detail
Equity - Per Share Data (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Class of Stock [Line Items] | ||||
Weighted average common stock outstanding-Basic (in shares) | 23,081 | 22,432 | 22,947 | 22,290 |
Effect of dilutive options (in shares) | 40 | 69 | 46 | 46 |
Weighted average common stock outstanding-Diluted (in shares) | 23,121 | 22,501 | 22,993 | 22,336 |
Options | ||||
Class of Stock [Line Items] | ||||
Non-dilutive options (in shares) | 698 | 443 | 612 | 508 |
Related Party Transactions (Det
Related Party Transactions (Details) | May 09, 2018shares | May 31, 2018ashares | Aug. 31, 2016a | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Related Party Transaction [Line Items] | ||||||
Company contribution to a multi employer 401K plan at discretionary amount of employee's cash compensation, maximum percentage | 6.00% | |||||
Company contribution to a multi employer 401K plan at discretionary amount of employee's cash compensation, amount | $ 264,300 | $ 264,900 | ||||
Deferred compensation, employee contribution, percentage | 2.00% | |||||
Deferred compensation, company contribution, amount | $ 186,300 | $ 161,500 | ||||
Deferred compensation, company contribution, percentage | 3 | 3 | ||||
Deferred compensation, cumulative unfunded liability | $ 3,000,000 | $ 2,700,000 | ||||
Ancillary costs and expenses | 6,400,000 | $ 6,200,000 | ||||
Liability due to The Saul Organization for the Company's share of these ancillary costs and expenses | $ 810,600 | $ 933,400 | ||||
Percentage of annual increase in base rent | 3.00% | |||||
Rent expense | $ 593,500 | 590,000 | ||||
Insurance commissions and fees expense | $ 284,900 | $ 251,800 | ||||
Ashbrook Marketplace | ||||||
Related Party Transaction [Line Items] | ||||||
Area of real estate acquired (in acres) | a | 13.7 | |||||
Ashbrook Marketplace | BF Saul Real Estate Investment Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Area of real estate acquired (in acres) | a | 13.7 | |||||
Limited partnership units issued for purchase (in shares) | shares | 176,680 | 176,680 |
Stock Option Plans - Narrative
Stock Option Plans - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 30, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Deferred compensation (in shares) | 112,603 | 5,017 | |||||||
Shares due to exercise of employee stock options and issuance of directors' deferred stock (in shares) | 1,645 | 48,772 | 485 | 22,005 | 2,647 | 8,088 | |||
Stock option expense | $ 1.3 | ||||||||
Future expense | $ 2.9 | $ 2.9 | $ 2.9 | ||||||
Closing share price (in usd per share) | $ 54.51 | $ 54.51 | $ 54.51 | ||||||
Granted (in shares) | 1,319,614 | 1,319,614 | 1,319,614 | 1,114,169 | |||||
Weighted average remaining contractual life of the Company's outstanding options | 7 years 2 months 12 days | ||||||||
Weighted average remaining contractual life of the Company's exercisable options | 6 years 1 month 6 days | ||||||||
2016 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 210,875 | 210,875 | 210,875 | ||||||
2017 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 227,500 | 227,500 | 227,500 | ||||||
2019 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Granted (in shares) | 260,000 | 260,000 | 260,000 | ||||||
Common Stock | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares due to exercise of employee stock options and issuance of directors' deferred stock (in shares) | 7,058 | ||||||||
Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Expiration period | 10 years | ||||||||
Officers | Employee Stock Option | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Award vesting period | 4 years |
Stock-based Employee Compensa_2
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors - Stock Options Issued (Details) | 9 Months Ended |
Sep. 30, 2019$ / shares | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercise price (in usd per share) | $ 45.11 |
Directors | 5/11/2018 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercise price (in usd per share) | $ 49.46 |
Volatility (percentage) | 0.192 |
Expected life (years) | 5 years |
Assumed yield (percentage) | 3.70% |
Risk-free rate (percentage) | 2.84% |
Directors | 5/3/2019 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercise price (in usd per share) | $ 55.71 |
Volatility (percentage) | 0.236 |
Expected life (years) | 5 years |
Assumed yield (percentage) | 3.75% |
Risk-free rate (percentage) | 2.33% |
Officers | 5/11/2018 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercise price (in usd per share) | $ 49.46 |
Volatility (percentage) | 0.177 |
Expected life (years) | 7 years |
Assumed yield (percentage) | 3.75% |
Risk-free rate (percentage) | 2.94% |
Officers | 5/3/2019 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercise price (in usd per share) | $ 55.71 |
Volatility (percentage) | 0.206 |
Expected life (years) | 7 years |
Assumed yield (percentage) | 3.80% |
Risk-free rate (percentage) | 2.43% |
Stock-based Employee Compensa_3
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors - Summary of Option Activity (Details) | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding at beginning of period (in shares) | shares | 1,114,169 |
Granted (in shares) | shares | 260,000 |
Exercised (in shares) | shares | (47,055) |
Expired/Forfeited (in shares) | shares | (7,500) |
Outstanding at end of period (in shares) | shares | 1,319,614 |
Exercisable at end of period (in shares) | shares | 773,614 |
Weighted Average Exercise Price per share | |
Outstanding at beginning of period (in usd per share) | $ / shares | $ 52.40 |
Granted (in usd per share) | $ / shares | 55.71 |
Exercised (in usd per share) | $ / shares | 45.11 |
Expired/Forfeited (in usd per share) | $ / shares | 56.07 |
Outstanding at end of period (in usd per share) | $ / shares | 53.29 |
Exercisable at end of period (in usd per share) | $ / shares | $ 52.29 |
Aggregate Intrinsic Value | |
Outstanding at beginning of period | $ | $ 543,662 |
Granted | $ | 0 |
Exercised | $ | 512,322 |
Expired/Forfeited | $ | 0 |
Outstanding at end of period | $ | 3,712,807 |
Exercisable at end of period | $ | $ 2,889,025 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Fair Value of Financial Instruments [Line Items] | ||
Notes payable, fixed interest rate | 3.50% | 4.40% |
Notes payable, aggregate fair value | $ 977.8 | $ 927 |
Notes payable, principal balance | 948.1 | $ 910.2 |
Interest Rate Swap | ||
Fair Value of Financial Instruments [Line Items] | ||
Fair value of derivative liability | $ 0.4 |
Business Segments - Narrative (
Business Segments - Narrative (Details) | 9 Months Ended |
Sep. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Business Segments - Schedule of
Business Segments - Schedule of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Real estate rental operations: | |||||||||
Revenue | $ 57,052 | $ 56,910 | $ 174,943 | $ 169,100 | |||||
Income from real estate | 42,413 | 43,063 | 131,221 | 127,775 | |||||
Interest expense, net and amortization of deferred debt costs | (10,325) | (10,974) | (32,185) | (33,568) | |||||
Depreciation and amortization of deferred leasing costs | (12,018) | (11,256) | (35,185) | (33,956) | |||||
General and administrative | (4,742) | (4,141) | (14,696) | (13,208) | |||||
Change in fair value of derivatives | 0 | 10 | 0 | (2) | |||||
Gain on sale of property | 0 | 0 | 0 | 509 | |||||
Net Income | 15,328 | $ 16,750 | $ 17,077 | 16,702 | $ 15,901 | $ 14,947 | 49,155 | 47,550 | |
Capital investment | 36,456 | 59,306 | 105,055 | 96,299 | |||||
Total assets | 1,646,764 | 1,506,138 | 1,646,764 | 1,506,138 | $ 1,527,489 | ||||
Operating Segments | Shopping Centers | |||||||||
Real estate rental operations: | |||||||||
Revenue | 41,313 | 41,091 | 126,730 | 122,770 | |||||
Income from real estate | 32,339 | 32,517 | 99,516 | 96,839 | |||||
Interest expense, net and amortization of deferred debt costs | 0 | 0 | 0 | 0 | |||||
Depreciation and amortization of deferred leasing costs | (7,260) | (7,249) | (21,917) | (21,880) | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Change in fair value of derivatives | 0 | 0 | |||||||
Gain on sale of property | 509 | ||||||||
Net Income | 25,079 | 25,268 | 77,599 | 75,468 | |||||
Capital investment | 9,166 | 15,145 | 22,746 | 22,288 | |||||
Total assets | 985,244 | 982,038 | 985,244 | 982,038 | |||||
Operating Segments | Mixed-Use Properties | |||||||||
Real estate rental operations: | |||||||||
Revenue | 15,739 | 15,819 | 48,213 | 46,330 | |||||
Income from real estate | 10,074 | 10,546 | 31,705 | 30,936 | |||||
Interest expense, net and amortization of deferred debt costs | 0 | 0 | 0 | 0 | |||||
Depreciation and amortization of deferred leasing costs | (4,758) | (4,007) | (13,268) | (12,076) | |||||
General and administrative | 0 | 0 | 0 | 0 | |||||
Change in fair value of derivatives | 0 | 0 | |||||||
Gain on sale of property | 0 | ||||||||
Net Income | 5,316 | 6,539 | 18,437 | 18,860 | |||||
Capital investment | 27,290 | 44,161 | 82,309 | 74,011 | |||||
Total assets | 609,560 | 514,480 | 609,560 | 514,480 | |||||
Corporate and Other | |||||||||
Real estate rental operations: | |||||||||
Revenue | 0 | 0 | 0 | 0 | |||||
Income from real estate | 0 | 0 | 0 | 0 | |||||
Interest expense, net and amortization of deferred debt costs | (10,325) | (10,974) | (32,185) | (33,568) | |||||
Depreciation and amortization of deferred leasing costs | 0 | 0 | 0 | 0 | |||||
General and administrative | (4,742) | (4,141) | (14,696) | (13,208) | |||||
Change in fair value of derivatives | 10 | (2) | |||||||
Gain on sale of property | 0 | ||||||||
Net Income | (15,067) | (15,105) | (46,881) | (46,778) | |||||
Capital investment | 0 | 0 | 0 | 0 | |||||
Total assets | 51,960 | 9,620 | 51,960 | 9,620 | |||||
Real Estate | |||||||||
Real estate rental operations: | |||||||||
Expenses | (14,639) | (13,847) | (43,722) | (41,325) | |||||
Real Estate | Operating Segments | Shopping Centers | |||||||||
Real estate rental operations: | |||||||||
Expenses | (8,974) | (8,574) | (27,214) | (25,931) | |||||
Real Estate | Operating Segments | Mixed-Use Properties | |||||||||
Real estate rental operations: | |||||||||
Expenses | (5,665) | (5,273) | (16,508) | (15,394) | |||||
Real Estate | Corporate and Other | |||||||||
Real estate rental operations: | |||||||||
Expenses | $ 0 | $ 0 | $ 0 | $ 0 |
Subsequent Events - Narrative (
Subsequent Events - Narrative (Details) - Subsequent Event $ / shares in Units, $ in Millions | Nov. 05, 2019USD ($)a$ / sharesshares | Oct. 17, 2019$ / shares |
Series C Cumulative Redeemable Preferred Stock | ||
Subsequent Event [Line Items] | ||
Preferred stock gross redemption price (in dollars per share) | $ 25 | |
Preferred stock net redemption price (in dollars per share) | $ 25.07638 | |
BF Saul Real Estate Investment Trust | Land Contributed In Contribution Agreement | ||
Subsequent Event [Line Items] | ||
Area of land | a | 6.8 | |
BF Saul Real Estate Investment Trust | Leasehold Interest Contributed In Contribution Agreement | ||
Subsequent Event [Line Items] | ||
Area of land | a | 1.3 | |
Contribution Agreement | ||
Subsequent Event [Line Items] | ||
Number of partnership units issued in transaction (in shares) | shares | 1,416,071 | |
Value of units issued (in dollars per share) | $ 56 | |
Value assigned to units issued | $ | $ 79.3 |