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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Saul Centers Inc | NYSE:BFS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-1.14 | -3.07% | 35.98 | 37.20 | 35.79 | 37.20 | 58,521 | 01:00:00 |
|
FORM
|
10-Q
|
SAUL CENTERS, INC.
|
(Exact name of registrant as specified in its charter)
|
Maryland
|
52-1833074
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
Title of each class:
|
Name of exchange on which registered:
|
Trading symbol:
|
Common Stock, Par Value $0.01 Per Share
|
New York Stock Exchange
|
BFS
|
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share
|
New York Stock Exchange
|
BFS/PRD
|
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share
|
New York Stock Exchange
|
BFS/PRE
|
Large accelerated filer
|
|
☒
|
Accelerated filer
|
|
☐
|
|
|
|
|
||
Non-accelerated filer
|
|
☐
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except per share amounts)
|
June 30,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Real estate investments
|
|
|
|
||||
Land
|
$
|
503,802
|
|
|
$
|
453,322
|
|
Buildings and equipment
|
1,505,909
|
|
|
1,292,631
|
|
||
Construction in progress
|
101,359
|
|
|
335,644
|
|
||
|
2,111,070
|
|
|
2,081,597
|
|
||
Accumulated depreciation
|
(584,002
|
)
|
|
(563,474
|
)
|
||
|
1,527,068
|
|
|
1,518,123
|
|
||
Cash and cash equivalents
|
66,457
|
|
|
13,905
|
|
||
Accounts receivable and accrued income, net
|
57,926
|
|
|
52,311
|
|
||
Deferred leasing costs, net
|
27,057
|
|
|
24,083
|
|
||
Prepaid expenses, net
|
1,579
|
|
|
5,363
|
|
||
Other assets
|
6,549
|
|
|
4,555
|
|
||
Total assets
|
$
|
1,686,636
|
|
|
$
|
1,618,340
|
|
Liabilities
|
|
|
|
||||
Notes payable
|
$
|
791,534
|
|
|
$
|
821,503
|
|
Term loan facility payable
|
74,741
|
|
|
74,691
|
|
||
Revolving credit facility payable
|
173,642
|
|
|
86,371
|
|
||
Construction loan payable
|
134,650
|
|
|
108,623
|
|
||
Dividends and distributions payable
|
19,358
|
|
|
19,291
|
|
||
Accounts payable, accrued expenses and other liabilities
|
30,311
|
|
|
35,199
|
|
||
Deferred income
|
24,114
|
|
|
29,306
|
|
||
Total liabilities
|
1,248,350
|
|
|
1,174,984
|
|
||
Equity
|
|
|
|
||||
Preferred stock, 1,000,000 shares authorized:
|
|
|
|
||||
Series D Cumulative Redeemable, 30,000 shares issued and outstanding
|
75,000
|
|
|
75,000
|
|
||
Series E Cumulative Redeemable, 44,000 shares issued and outstanding
|
110,000
|
|
|
110,000
|
|
||
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,342,699 and 23,231,240 shares issued and outstanding, respectively
|
233
|
|
|
232
|
|
||
Additional paid-in capital
|
416,793
|
|
|
410,926
|
|
||
Distributions in excess of accumulated earnings
|
(229,918
|
)
|
|
(221,177
|
)
|
||
Total Saul Centers, Inc. equity
|
372,108
|
|
|
374,981
|
|
||
Noncontrolling interests
|
66,178
|
|
|
68,375
|
|
||
Total equity
|
438,286
|
|
|
443,356
|
|
||
Total liabilities and equity
|
$
|
1,686,636
|
|
|
$
|
1,618,340
|
|
(Dollars in thousands, except per share amounts)
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
Rental revenue
|
$
|
52,002
|
|
|
$
|
55,953
|
|
|
$
|
107,418
|
|
|
$
|
112,756
|
|
Other
|
1,218
|
|
|
2,188
|
|
|
2,745
|
|
|
5,135
|
|
||||
Total revenue
|
53,220
|
|
|
58,141
|
|
|
110,163
|
|
|
117,891
|
|
||||
Expenses
|
|
|
|
|
|
|
|
||||||||
Property operating expenses
|
6,410
|
|
|
7,115
|
|
|
13,446
|
|
|
15,116
|
|
||||
Real estate taxes
|
7,351
|
|
|
6,819
|
|
|
14,504
|
|
|
13,967
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
12,019
|
|
|
10,793
|
|
|
21,613
|
|
|
21,860
|
|
||||
Depreciation and amortization of deferred leasing costs
|
12,600
|
|
|
11,524
|
|
|
23,881
|
|
|
23,167
|
|
||||
General and administrative
|
4,632
|
|
|
5,140
|
|
|
9,682
|
|
|
9,954
|
|
||||
Total expenses
|
43,012
|
|
|
41,391
|
|
|
83,126
|
|
|
84,064
|
|
||||
Net Income
|
10,208
|
|
|
16,750
|
|
|
27,037
|
|
|
33,827
|
|
||||
Noncontrolling interests
|
|
|
|
|
|
|
|
||||||||
Income attributable to noncontrolling interests
|
(1,880
|
)
|
|
(3,518
|
)
|
|
(5,445
|
)
|
|
(7,148
|
)
|
||||
Net income attributable to Saul Centers, Inc.
|
8,328
|
|
|
13,232
|
|
|
21,592
|
|
|
26,679
|
|
||||
Preferred stock dividends
|
(2,798
|
)
|
|
(2,953
|
)
|
|
(5,596
|
)
|
|
(5,906
|
)
|
||||
Net income available to common stockholders
|
$
|
5,530
|
|
|
$
|
10,279
|
|
|
$
|
15,996
|
|
|
$
|
20,773
|
|
Per share net income available to common stockholders
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
$
|
0.24
|
|
|
$
|
0.45
|
|
|
$
|
0.69
|
|
|
$
|
0.91
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(Dollars in thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
$
|
10,208
|
|
|
$
|
16,750
|
|
|
$
|
27,037
|
|
|
$
|
33,827
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
||||||||
Change in unrealized loss on cash flow hedge
|
—
|
|
|
(127
|
)
|
|
—
|
|
|
(173
|
)
|
||||
Total comprehensive income
|
10,208
|
|
|
16,623
|
|
|
27,037
|
|
|
33,654
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
(1,880
|
)
|
|
(3,473
|
)
|
|
(5,445
|
)
|
|
(7,103
|
)
|
||||
Total comprehensive income attributable to Saul Centers, Inc.
|
8,328
|
|
|
13,150
|
|
|
21,592
|
|
|
26,551
|
|
||||
Preferred stock dividends
|
(2,798
|
)
|
|
(2,953
|
)
|
|
(5,596
|
)
|
|
(5,906
|
)
|
||||
Total comprehensive income available to common stockholders
|
$
|
5,530
|
|
|
$
|
10,197
|
|
|
$
|
15,996
|
|
|
$
|
20,645
|
|
(Dollars in thousands, except per share amounts)
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional Paid-in
Capital
|
|
Distributions in Excess of Accumulated Earnings
|
|
Accumulated
Other Comprehensive
(Loss)
|
|
Total Saul
Centers, Inc.
|
|
Noncontrolling
Interests
|
|
Total
|
||||||||||||||||
Balance at January 1, 2020
|
$
|
185,000
|
|
|
$
|
232
|
|
|
$
|
410,926
|
|
|
$
|
(221,177
|
)
|
|
$
|
—
|
|
|
$
|
374,981
|
|
|
$
|
68,375
|
|
|
$
|
443,356
|
|
Issuance of shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
83,978 shares pursuant to dividend reinvestment plan
|
—
|
|
|
1
|
|
|
4,080
|
|
|
—
|
|
|
—
|
|
|
4,081
|
|
|
—
|
|
|
4,081
|
|
||||||||
11,745 shares due to exercise of stock options and issuance of directors’ deferred stock
|
—
|
|
|
—
|
|
|
956
|
|
|
—
|
|
|
—
|
|
|
956
|
|
|
—
|
|
|
956
|
|
||||||||
Issuance of 15,101 partnership units pursuant to dividend reinvestment plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
734
|
|
|
734
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,264
|
|
|
—
|
|
|
13,264
|
|
|
3,565
|
|
|
16,829
|
|
||||||||
Distributions payable preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series D, $38.28 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
||||||||
Series E, $37.50 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,650
|
)
|
|
—
|
|
|
(1,650
|
)
|
|
—
|
|
|
(1,650
|
)
|
||||||||
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,364
|
)
|
|
—
|
|
|
(12,364
|
)
|
|
(4,188
|
)
|
|
(16,552
|
)
|
||||||||
Balance, March 31, 2020
|
185,000
|
|
|
233
|
|
|
415,962
|
|
|
(223,075
|
)
|
|
—
|
|
|
378,120
|
|
|
68,486
|
|
|
446,606
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
12,627 shares pursuant to dividend reinvestment plan
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
407
|
|
||||||||
3,109 shares due to exercise of stock options and issuance of directors’ deferred stock
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
—
|
|
|
424
|
|
|
—
|
|
|
424
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,328
|
|
|
—
|
|
|
8,328
|
|
|
1,880
|
|
|
10,208
|
|
||||||||
Distributions payable preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series D, $38.28 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
||||||||
Series E, $37.50 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,650
|
)
|
|
—
|
|
|
(1,650
|
)
|
|
—
|
|
|
(1,650
|
)
|
||||||||
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,373
|
)
|
|
—
|
|
|
(12,373
|
)
|
|
(4,188
|
)
|
|
(16,561
|
)
|
||||||||
Balance, June 30, 2020
|
$
|
185,000
|
|
|
$
|
233
|
|
|
$
|
416,793
|
|
|
$
|
(229,918
|
)
|
|
$
|
—
|
|
|
372,108
|
|
|
$
|
66,178
|
|
|
$
|
438,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands, except per share amounts)
|
Preferred
Stock |
|
Common
Stock |
|
Additional Paid-in
Capital |
|
Distributions in Excess of Accumulated Earnings
|
|
Accumulated
Other Comprehensive (Loss) |
|
Total Saul
Centers, Inc. |
|
Noncontrolling
Interests |
|
Total
|
||||||||||||||||
Balance at January 1, 2019
|
$
|
180,000
|
|
|
$
|
227
|
|
|
$
|
384,533
|
|
|
$
|
(208,593
|
)
|
|
$
|
(255
|
)
|
|
$
|
355,912
|
|
|
$
|
69,308
|
|
|
$
|
425,220
|
|
Issuance of shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
120,347 shares pursuant to dividend reinvestment plan
|
—
|
|
|
1
|
|
|
6,170
|
|
|
—
|
|
|
—
|
|
|
6,171
|
|
|
—
|
|
|
6,171
|
|
||||||||
485 shares due to exercise of stock options and issuance of directors’ deferred stock
|
—
|
|
|
1
|
|
|
419
|
|
|
—
|
|
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
||||||||
Issuance of 13,742 partnership units pursuant to dividend reinvestment plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
705
|
|
|
705
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,447
|
|
|
—
|
|
|
13,447
|
|
|
3,630
|
|
|
17,077
|
|
||||||||
Change in unrealized loss on cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
|
(12
|
)
|
|
(46
|
)
|
||||||||
Distributions payable preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series C, $42.97 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,805
|
)
|
|
—
|
|
|
(1,805
|
)
|
|
—
|
|
|
(1,805
|
)
|
||||||||
Series D, $38.28 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
||||||||
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,108
|
)
|
|
—
|
|
|
(12,108
|
)
|
|
(4,155
|
)
|
|
(16,263
|
)
|
||||||||
Balance, March 31, 2019
|
180,000
|
|
|
229
|
|
|
391,122
|
|
|
(210,207
|
)
|
|
(289
|
)
|
|
360,855
|
|
|
69,476
|
|
|
430,331
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Issuance of shares of common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
99,804 shares pursuant to dividend reinvestment plan
|
—
|
|
|
1
|
|
|
5,127
|
|
|
—
|
|
|
—
|
|
|
5,128
|
|
|
—
|
|
|
5,128
|
|
||||||||
48,772 shares due to exercise of stock options and issuance of directors’ deferred stock
|
—
|
|
|
—
|
|
|
2,798
|
|
|
—
|
|
|
—
|
|
|
2,798
|
|
|
—
|
|
|
2,798
|
|
||||||||
Issuance of 20,041 partnership units pursuant to dividend reinvestment plan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,029
|
|
|
1,029
|
|
||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
13,232
|
|
|
—
|
|
|
13,232
|
|
|
3,518
|
|
|
16,750
|
|
||||||||
Change in unrealized loss on cash flow hedge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
(95
|
)
|
|
(32
|
)
|
|
(127
|
)
|
||||||||
Distributions payable preferred stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Series C, $42.97 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,805
|
)
|
|
—
|
|
|
(1,805
|
)
|
|
—
|
|
|
(1,805
|
)
|
||||||||
Series D, $38.28 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
|
—
|
|
|
(1,148
|
)
|
||||||||
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,181
|
)
|
|
—
|
|
|
(12,181
|
)
|
|
(4,166
|
)
|
|
(16,347
|
)
|
||||||||
Balance, June 30, 2019
|
$
|
180,000
|
|
|
$
|
230
|
|
|
$
|
399,047
|
|
|
$
|
(212,109
|
)
|
|
$
|
(384
|
)
|
|
366,784
|
|
|
$
|
69,825
|
|
|
$
|
436,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
(Unaudited)
|
|||||||
|
Six months ended June 30,
|
||||||
(Dollars in thousands)
|
2020
|
|
2019
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
27,037
|
|
|
$
|
33,827
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization of deferred leasing costs
|
23,881
|
|
|
23,167
|
|
||
Amortization of deferred debt costs
|
760
|
|
|
760
|
|
||
Compensation costs of stock grants and options
|
851
|
|
|
1,142
|
|
||
Credit losses on operating lease receivables
|
2,300
|
|
|
556
|
|
||
(Increase) decrease in accounts receivable and accrued income
|
(7,915
|
)
|
|
1,718
|
|
||
Additions to deferred leasing costs
|
(5,644
|
)
|
|
(581
|
)
|
||
Decrease in prepaid expenses
|
3,784
|
|
|
3,369
|
|
||
Increase in other assets
|
(1,994
|
)
|
|
(3,590
|
)
|
||
Increase in accounts payable, accrued expenses and other liabilities
|
3,881
|
|
|
6,666
|
|
||
Decrease in deferred income
|
(5,192
|
)
|
|
(3,202
|
)
|
||
Net cash provided by operating activities
|
41,749
|
|
|
63,832
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisitions of real estate investments
|
—
|
|
|
(24
|
)
|
||
Additions to real estate investments
|
(10,763
|
)
|
|
(7,857
|
)
|
||
Additions to development and redevelopment projects
|
(28,164
|
)
|
|
(60,718
|
)
|
||
Net cash used in investing activities
|
(38,927
|
)
|
|
(68,599
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from notes payable
|
—
|
|
|
22,100
|
|
||
Repayments on notes payable
|
(30,293
|
)
|
|
(48,715
|
)
|
||
Proceeds from revolving credit facility
|
90,000
|
|
|
36,000
|
|
||
Repayments on revolving credit facility
|
(3,000
|
)
|
|
(35,000
|
)
|
||
Proceeds from construction loan
|
25,977
|
|
|
48,731
|
|
||
Additions to deferred debt costs
|
(101
|
)
|
|
(420
|
)
|
||
Proceeds from the issuance of:
|
|
|
|
||||
Common stock
|
5,016
|
|
|
13,375
|
|
||
Partnership units
|
734
|
|
|
1,734
|
|
||
Distributions to:
|
|
|
|
||||
Series C preferred stockholders
|
—
|
|
|
(3,610
|
)
|
||
Series D preferred stockholders
|
(2,296
|
)
|
|
(2,296
|
)
|
||
Series E preferred stockholders
|
(3,300
|
)
|
|
—
|
|
||
Common stockholders
|
(24,639
|
)
|
|
(24,145
|
)
|
||
Noncontrolling interests
|
(8,368
|
)
|
|
(8,303
|
)
|
||
Net cash provided by (used in) financing activities
|
49,730
|
|
|
(549
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
52,552
|
|
|
(5,316
|
)
|
||
Cash and cash equivalents, beginning of period
|
13,905
|
|
|
14,578
|
|
||
Cash and cash equivalents, end of period
|
$
|
66,457
|
|
|
$
|
9,262
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
21,015
|
|
|
$
|
21,186
|
|
Increase (decrease) in accrued real estate investments and development costs
|
$
|
(8,769
|
)
|
|
$
|
3,029
|
|
|
1.
|
Organization, Basis of Presentation
|
2.
|
Summary of Significant Accounting Policies
|
(In thousands)
|
June 30, 2020
|
December 31, 2019
|
||||
Rents currently due
|
$
|
11,727
|
|
$
|
7,235
|
|
Deferred rents
|
3,229
|
|
474
|
|
||
Straight-line rent
|
42,917
|
|
42,088
|
|
||
Other receivables
|
3,478
|
|
2,967
|
|
||
Allowance for doubtful accounts
|
(3,425
|
)
|
(453
|
)
|
||
Total
|
$
|
57,926
|
|
$
|
52,311
|
|
3.
|
Real Estate
|
(in thousands)
|
|
June 30, 2020
|
|
December 31, 2019
|
||||
The Waycroft
|
|
$
|
32,298
|
|
|
$
|
255,443
|
|
7316 Wisconsin Avenue
|
|
48,442
|
|
|
44,638
|
|
||
Ashbrook Marketplace
|
|
8,669
|
|
|
19,128
|
|
||
Other
|
|
11,950
|
|
|
16,435
|
|
||
Total
|
|
$
|
101,359
|
|
|
$
|
335,644
|
|
4.
|
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership
|
5.
|
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs
|
(In thousands)
|
Balloon
Payments
|
|
Scheduled
Principal
Amortization
|
|
Total
|
||||||
July 1 through December 31, 2020
|
$
|
—
|
|
|
$
|
14,167
|
|
|
$
|
14,167
|
|
2021
|
11,012
|
|
|
28,996
|
|
|
40,008
|
|
|||
2022
|
211,002
|
|
(a)
|
29,609
|
|
|
240,611
|
|
|||
2023
|
84,225
|
|
|
30,021
|
|
|
114,246
|
|
|||
2024
|
66,164
|
|
|
29,326
|
|
|
95,490
|
|
|||
2025
|
20,363
|
|
|
26,291
|
|
|
46,654
|
|
|||
Thereafter
|
532,910
|
|
|
99,518
|
|
|
632,428
|
|
|||
Principal amount
|
$
|
925,676
|
|
|
$
|
257,928
|
|
|
1,183,604
|
|
|
Unamortized deferred debt costs
|
|
|
|
|
9,037
|
|
|||||
Net
|
|
|
|
|
$
|
1,174,567
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Interest incurred
|
$
|
12,837
|
|
|
$
|
12,988
|
|
|
$
|
25,856
|
|
|
$
|
25,868
|
|
Amortization of deferred debt costs
|
387
|
|
|
375
|
|
|
760
|
|
|
760
|
|
||||
Capitalized interest
|
(1,137
|
)
|
|
(2,522
|
)
|
|
(4,905
|
)
|
|
(4,668
|
)
|
||||
Interest expense
|
12,087
|
|
|
10,841
|
|
|
21,711
|
|
|
21,960
|
|
||||
Less: Interest income
|
68
|
|
|
48
|
|
|
98
|
|
|
100
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
$
|
12,019
|
|
|
$
|
10,793
|
|
|
$
|
21,613
|
|
|
$
|
21,860
|
|
6.
|
Equity
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
(In thousands)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||
Weighted average common stock outstanding-Basic
|
23,338
|
|
|
22,939
|
|
|
23,317
|
|
|
22,879
|
|
Effect of dilutive options
|
—
|
|
|
55
|
|
|
2
|
|
|
50
|
|
Weighted average common stock outstanding-Diluted
|
23,338
|
|
|
22,994
|
|
|
23,319
|
|
|
22,929
|
|
Non-dilutive options
|
1,516
|
|
|
698
|
|
|
1,370
|
|
|
568
|
|
Years non-dilutive options were issued
|
2011 through 2020
|
|
2016, 2017 and 2019
|
|
2014 through 2020
|
|
2016, 2017 and 2019
|
7.
|
Related Party Transactions
|
8.
|
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors
|
|
Directors
|
|
Officers
|
||||||||||
Grant date
|
May 3, 2019
|
April 24, 2020
|
|
May 3, 2019
|
April 24, 2020
|
||||||||
Exercise price
|
$
|
55.71
|
|
$
|
50.00
|
|
|
$
|
55.71
|
|
$
|
50.00
|
|
Volatility
|
0.236
|
|
0.258
|
|
|
0.206
|
|
0.240
|
|
||||
Expected life (years)
|
5.0
|
|
5.0
|
|
|
7.0
|
|
7.0
|
|
||||
Assumed yield
|
3.75
|
%
|
3.80
|
%
|
|
3.80
|
%
|
3.85
|
%
|
||||
Risk-free rate
|
2.33
|
%
|
0.36
|
%
|
|
2.43
|
%
|
0.51
|
%
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
per share
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at January 1
|
|
1,309,614
|
|
|
$
|
53.38
|
|
|
$
|
2,528,463
|
|
Granted
|
|
238,000
|
|
|
50.00
|
|
|
—
|
|
||
Exercised
|
|
(10,749
|
)
|
|
49.19
|
|
|
85,268
|
|
||
Expired/Forfeited
|
|
(21,250
|
)
|
|
53.96
|
|
|
—
|
|
||
Outstanding at June 30
|
|
1,515,615
|
|
|
52.87
|
|
|
—
|
|
||
Exercisable at June 30
|
|
978,240
|
|
|
53.03
|
|
|
—
|
|
9.
|
Fair Value of Financial Instruments
|
10.
|
Commitments and Contingencies
|
11.
|
Business Segments
|
(In thousands)
|
Shopping
Centers
|
|
Mixed-Use
Properties |
|
Corporate
and Other
|
|
Consolidated
Totals
|
||||||||
Three months ended June 30, 2020
|
|
|
|
|
|
|
|
||||||||
Real estate rental operations:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
38,329
|
|
|
$
|
14,891
|
|
|
$
|
—
|
|
|
$
|
53,220
|
|
Expenses
|
(8,364
|
)
|
|
(5,397
|
)
|
|
—
|
|
|
(13,761
|
)
|
||||
Income from real estate
|
29,965
|
|
|
9,494
|
|
|
—
|
|
|
39,459
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
—
|
|
|
—
|
|
|
(12,019
|
)
|
|
(12,019
|
)
|
||||
Depreciation and amortization of deferred leasing costs
|
(7,258
|
)
|
|
(5,342
|
)
|
|
—
|
|
|
(12,600
|
)
|
||||
General and administrative
|
—
|
|
|
—
|
|
|
(4,632
|
)
|
|
(4,632
|
)
|
||||
Net income (loss)
|
$
|
22,707
|
|
|
$
|
4,152
|
|
|
$
|
(16,651
|
)
|
|
$
|
10,208
|
|
Capital investment
|
$
|
4,687
|
|
|
$
|
12,652
|
|
|
$
|
—
|
|
|
$
|
17,339
|
|
Total assets
|
$
|
977,654
|
|
|
$
|
642,621
|
|
|
$
|
66,361
|
|
|
$
|
1,686,636
|
|
|
|
|
|
|
|
|
|
(In thousands)
|
Shopping Centers
|
|
Mixed-Use Properties
|
|
Corporate
and Other
|
|
Consolidated Totals
|
||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
||||||||
Real estate rental operations:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
42,259
|
|
|
$
|
15,882
|
|
|
$
|
—
|
|
|
$
|
58,141
|
|
Expenses
|
(8,552
|
)
|
|
(5,382
|
)
|
|
—
|
|
|
(13,934
|
)
|
||||
Income from real estate
|
33,707
|
|
|
10,500
|
|
|
—
|
|
|
44,207
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
—
|
|
|
—
|
|
|
(10,793
|
)
|
|
(10,793
|
)
|
||||
Depreciation and amortization of deferred leasing costs
|
(7,375
|
)
|
|
(4,149
|
)
|
|
—
|
|
|
(11,524
|
)
|
||||
General and administrative
|
—
|
|
|
—
|
|
|
(5,140
|
)
|
|
(5,140
|
)
|
||||
Net income (loss)
|
$
|
26,332
|
|
|
$
|
6,351
|
|
|
$
|
(15,933
|
)
|
|
$
|
16,750
|
|
Capital investment
|
$
|
8,967
|
|
|
$
|
36,209
|
|
|
$
|
—
|
|
|
$
|
45,176
|
|
Total assets
|
$
|
970,028
|
|
|
$
|
590,294
|
|
|
$
|
8,840
|
|
|
$
|
1,569,162
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
||||||||
Real estate rental operations:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
79,900
|
|
|
$
|
30,263
|
|
|
$
|
—
|
|
|
$
|
110,163
|
|
Expenses
|
(17,286
|
)
|
|
(10,664
|
)
|
|
—
|
|
|
(27,950
|
)
|
||||
Income from real estate
|
62,614
|
|
|
19,599
|
|
|
—
|
|
|
82,213
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
—
|
|
|
—
|
|
|
(21,613
|
)
|
|
(21,613
|
)
|
||||
Depreciation and amortization of deferred leasing costs
|
(14,644
|
)
|
|
(9,237
|
)
|
|
—
|
|
|
(23,881
|
)
|
||||
General and administrative
|
—
|
|
|
—
|
|
|
(9,682
|
)
|
|
(9,682
|
)
|
||||
Net income (loss)
|
$
|
47,970
|
|
|
$
|
10,362
|
|
|
$
|
(31,295
|
)
|
|
$
|
27,037
|
|
Capital investment
|
$
|
8,889
|
|
|
$
|
30,038
|
|
|
$
|
—
|
|
|
$
|
38,927
|
|
Total assets
|
$
|
977,654
|
|
|
$
|
642,621
|
|
|
$
|
66,361
|
|
|
$
|
1,686,636
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
||||||||
Real estate rental operations:
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
85,417
|
|
|
$
|
32,474
|
|
|
$
|
—
|
|
|
$
|
117,891
|
|
Expenses
|
(18,240
|
)
|
|
(10,843
|
)
|
|
—
|
|
|
(29,083
|
)
|
||||
Income from real estate
|
67,177
|
|
|
21,631
|
|
|
—
|
|
|
88,808
|
|
||||
Interest expense, net and amortization of deferred debt costs
|
—
|
|
|
—
|
|
|
(21,860
|
)
|
|
(21,860
|
)
|
||||
Depreciation and amortization of deferred leasing costs
|
(14,657
|
)
|
|
(8,510
|
)
|
|
—
|
|
|
(23,167
|
)
|
||||
General and administrative
|
—
|
|
|
—
|
|
|
(9,954
|
)
|
|
(9,954
|
)
|
||||
Net income (loss)
|
$
|
52,520
|
|
|
$
|
13,121
|
|
|
$
|
(31,814
|
)
|
|
$
|
33,827
|
|
Capital investment
|
$
|
13,580
|
|
|
$
|
55,019
|
|
|
$
|
—
|
|
|
$
|
68,599
|
|
Total assets
|
$
|
970,028
|
|
|
$
|
590,294
|
|
|
$
|
8,840
|
|
|
$
|
1,569,162
|
|
|
|
|
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
challenging domestic and global credit markets and their effect on discretionary spending;
|
•
|
the ability of our tenants to pay rent;
|
•
|
our reliance on shopping center “anchor” tenants and other significant tenants;
|
•
|
our substantial relationships with members of The Saul Organization;
|
•
|
risks of financing, such as increases in interest rates, restrictions imposed by our debt, our ability to meet existing financial covenants and our ability to consummate planned and additional financings on acceptable terms;
|
•
|
our development activities;
|
•
|
our access to additional capital;
|
•
|
our ability to successfully complete additional acquisitions, developments or redevelopments, or if they are completed, whether such acquisitions, developments or redevelopments perform as expected;
|
•
|
risks generally incident to the ownership of real property, including adverse changes in economic conditions, changes in the investment climate for real estate, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, the relative illiquidity of real estate and environmental risks;
|
•
|
risks related to our status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to our status as a REIT, the effect of future changes to REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and
|
•
|
an epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.
|
|
|
Six months ended June 30,
|
||||||||||||||||||
|
|
2020
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Base rent
|
|
$
|
19.58
|
|
|
$
|
20.18
|
|
|
$
|
20.27
|
|
|
$
|
19.19
|
|
|
$
|
18.68
|
|
Effective rent
|
|
$
|
17.88
|
|
|
$
|
18.28
|
|
|
$
|
18.35
|
|
|
$
|
17.37
|
|
|
$
|
16.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
2019 to 2020 Change
|
|||||||||||
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
Base rent
|
|
$
|
45,504
|
|
|
$
|
46,874
|
|
|
$
|
(1,370
|
)
|
|
(2.9
|
)%
|
Expense recoveries
|
|
8,186
|
|
|
8,677
|
|
|
(491
|
)
|
|
(5.7
|
)%
|
|||
Percentage rent
|
|
145
|
|
|
330
|
|
|
(185
|
)
|
|
(56.1
|
)%
|
|||
Other property revenue
|
|
338
|
|
|
390
|
|
|
(52
|
)
|
|
(13.3
|
)%
|
|||
Credit losses on operating lease receivables
|
|
(2,171
|
)
|
|
(318
|
)
|
|
(1,853
|
)
|
|
582.7
|
%
|
|||
Rental revenue
|
|
52,002
|
|
|
55,953
|
|
|
(3,951
|
)
|
|
(7.1
|
)%
|
|||
Other revenue
|
|
1,218
|
|
|
2,188
|
|
|
(970
|
)
|
|
(44.3
|
)%
|
|||
Total revenue
|
|
$
|
53,220
|
|
|
$
|
58,141
|
|
|
$
|
(4,921
|
)
|
|
(8.5
|
)%
|
|
Three months ended June 30,
|
|
2019 to 2020 Change
|
|||||||||||
(Dollars in thousands)
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
Property operating expenses
|
$
|
6,410
|
|
|
$
|
7,115
|
|
|
$
|
(705
|
)
|
|
(9.9
|
)%
|
Real estate taxes
|
7,351
|
|
|
6,819
|
|
|
532
|
|
|
7.8
|
%
|
|||
Interest expense, net and amortization of deferred debt costs
|
12,019
|
|
|
10,793
|
|
|
1,226
|
|
|
11.4
|
%
|
|||
Depreciation and amortization of deferred leasing costs
|
12,600
|
|
|
11,524
|
|
|
1,076
|
|
|
9.3
|
%
|
|||
General and administrative
|
4,632
|
|
|
5,140
|
|
|
(508
|
)
|
|
(9.9
|
)%
|
|||
Total expenses
|
$
|
43,012
|
|
|
$
|
41,391
|
|
|
$
|
1,621
|
|
|
3.9
|
%
|
|
|
Six Months Ended
June 30, |
|
2019 to 2020 Change
|
|||||||||||
(Dollars in thousands)
|
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
Base rent
|
|
$
|
91,852
|
|
|
$
|
93,485
|
|
|
$
|
(1,633
|
)
|
|
(1.7
|
)%
|
Expense recoveries
|
|
16,802
|
|
|
18,489
|
|
|
(1,687
|
)
|
|
(9.1
|
)%
|
|||
Percentage rent
|
|
435
|
|
|
613
|
|
|
(178
|
)
|
|
(29.0
|
)%
|
|||
Other property revenue
|
|
629
|
|
|
725
|
|
|
(96
|
)
|
|
(13.2
|
)%
|
|||
Credit losses on operating lease receivables
|
|
(2,300
|
)
|
|
(556
|
)
|
|
(1,744
|
)
|
|
313.7
|
%
|
|||
Rental revenue
|
|
107,418
|
|
|
112,756
|
|
|
(5,338
|
)
|
|
(4.7
|
)%
|
|||
Other revenue
|
|
2,745
|
|
|
5,135
|
|
|
(2,390
|
)
|
|
(46.5
|
)%
|
|||
Total revenue
|
|
$
|
110,163
|
|
|
$
|
117,891
|
|
|
$
|
(7,728
|
)
|
|
(6.6
|
)%
|
|
Six Months Ended
June 30, |
|
2019 to 2020 Change
|
|||||||||||
(Dollars in thousands)
|
2020
|
|
2019
|
|
Amount
|
|
Percent
|
|||||||
Property operating expenses
|
$
|
13,446
|
|
|
$
|
15,116
|
|
|
$
|
(1,670
|
)
|
|
(11.0
|
)%
|
Real estate taxes
|
14,504
|
|
|
13,967
|
|
|
537
|
|
|
3.8
|
%
|
|||
Interest expense, net and amortization of deferred debt costs
|
21,613
|
|
|
21,860
|
|
|
(247
|
)
|
|
(1.1
|
)%
|
|||
Depreciation and amortization of deferred leasing costs
|
23,881
|
|
|
23,167
|
|
|
714
|
|
|
3.1
|
%
|
|||
General and administrative
|
9,682
|
|
|
9,954
|
|
|
(272
|
)
|
|
(2.7
|
)%
|
|||
Total expenses
|
$
|
83,126
|
|
|
$
|
84,064
|
|
|
$
|
(938
|
)
|
|
(1.1
|
)%
|
(in thousands)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Total revenue
|
|
$
|
53,220
|
|
|
$
|
58,141
|
|
|
$
|
110,163
|
|
|
$
|
117,891
|
|
Less: Acquisitions, dispositions and development properties
|
|
(570
|
)
|
|
(194
|
)
|
|
(700
|
)
|
|
(1,083
|
)
|
||||
Total same property revenue
|
|
$
|
52,650
|
|
|
$
|
57,947
|
|
|
$
|
109,463
|
|
|
$
|
116,808
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shopping Centers
|
|
$
|
38,058
|
|
|
$
|
42,259
|
|
|
$
|
79,499
|
|
|
$
|
85,417
|
|
Mixed-Use properties
|
|
14,592
|
|
|
15,688
|
|
|
29,964
|
|
|
31,391
|
|
||||
Total same property revenue
|
|
$
|
52,650
|
|
|
$
|
57,947
|
|
|
$
|
109,463
|
|
|
$
|
116,808
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Shopping Center revenue
|
|
$
|
38,329
|
|
|
$
|
42,259
|
|
|
$
|
79,900
|
|
|
$
|
85,417
|
|
Less: Shopping Center acquisitions, dispositions and development properties
|
|
(271
|
)
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
||||
Total same Shopping Center revenue
|
|
$
|
38,058
|
|
|
$
|
42,259
|
|
|
$
|
79,499
|
|
|
$
|
85,417
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total Mixed-Use property revenue
|
|
$
|
14,891
|
|
|
$
|
15,882
|
|
|
$
|
30,263
|
|
|
$
|
32,474
|
|
Less: Mixed-Use acquisitions, dispositions and development properties
|
|
(299
|
)
|
|
(194
|
)
|
|
(299
|
)
|
|
(1,083
|
)
|
||||
Total same Mixed-Use revenue
|
|
$
|
14,592
|
|
|
$
|
15,688
|
|
|
$
|
29,964
|
|
|
$
|
31,391
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands)
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
|
$
|
10,208
|
|
|
$
|
16,750
|
|
|
$
|
27,037
|
|
|
$
|
33,827
|
|
Add: Interest expense, net and amortization of deferred debt costs
|
|
12,019
|
|
|
10,793
|
|
|
21,613
|
|
|
21,860
|
|
||||
Add: Depreciation and amortization of deferred leasing costs
|
|
12,600
|
|
|
11,524
|
|
|
23,881
|
|
|
23,167
|
|
||||
Add: General and administrative
|
|
4,632
|
|
|
5,140
|
|
|
9,682
|
|
|
9,954
|
|
||||
Property operating income
|
|
39,459
|
|
|
44,207
|
|
|
82,213
|
|
|
88,808
|
|
||||
Add (Less): Acquisitions, dispositions and development properties
|
|
363
|
|
|
12
|
|
|
258
|
|
|
(617
|
)
|
||||
Total same property operating income
|
|
$
|
39,822
|
|
|
$
|
44,219
|
|
|
$
|
82,471
|
|
|
$
|
88,191
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shopping Centers
|
|
$
|
29,762
|
|
|
$
|
33,707
|
|
|
$
|
62,306
|
|
|
$
|
67,177
|
|
Mixed-Use properties
|
|
10,060
|
|
|
10,512
|
|
|
20,165
|
|
|
21,014
|
|
||||
Total same property operating income
|
|
$
|
39,822
|
|
|
$
|
44,219
|
|
|
$
|
82,471
|
|
|
$
|
88,191
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shopping Center operating income
|
|
$
|
29,965
|
|
|
$
|
33,707
|
|
|
$
|
62,614
|
|
|
$
|
67,177
|
|
Less: Shopping Center acquisitions, dispositions and development properties
|
|
(203
|
)
|
|
—
|
|
|
(308
|
)
|
|
—
|
|
||||
Total same Shopping Center operating income
|
|
$
|
29,762
|
|
|
$
|
33,707
|
|
|
$
|
62,306
|
|
|
$
|
67,177
|
|
|
|
|
|
|
|
|
|
|
||||||||
Mixed-Use property operating income
|
|
$
|
9,494
|
|
|
$
|
10,500
|
|
|
$
|
19,599
|
|
|
$
|
21,631
|
|
Add (Less): Mixed-Use acquisitions, dispositions and development properties
|
|
566
|
|
|
12
|
|
|
566
|
|
|
(617
|
)
|
||||
Total same Mixed-Use property operating income
|
|
$
|
10,060
|
|
|
$
|
10,512
|
|
|
$
|
20,165
|
|
|
$
|
21,014
|
|
|
Six Months Ended June 30,
|
||||||
(In thousands)
|
2020
|
|
2019
|
||||
Net cash provided by operating activities
|
$
|
41,749
|
|
|
$
|
63,832
|
|
Net cash used in investing activities
|
(38,927
|
)
|
|
(68,599
|
)
|
||
Net cash provided by (used in) financing activities
|
49,730
|
|
|
(549
|
)
|
||
Increase (decrease) in cash and cash equivalents
|
$
|
52,552
|
|
|
$
|
(5,316
|
)
|
•
|
limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);
|
•
|
limit the amount of debt so that interest coverage will exceed 2.0x on a trailing four-quarter basis (interest expense coverage); and
|
•
|
limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.4x on a trailing four-quarter basis (fixed charge coverage).
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(In thousands, except per share amounts)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Net income
|
$
|
10,208
|
|
|
$
|
16,750
|
|
|
$
|
27,037
|
|
|
$
|
33,827
|
|
Add:
|
|
|
|
|
|
|
|
||||||||
Real estate depreciation and amortization
|
12,600
|
|
|
11,524
|
|
|
23,881
|
|
|
23,167
|
|
||||
FFO
|
22,808
|
|
|
28,274
|
|
|
50,918
|
|
|
56,994
|
|
||||
Subtract:
|
|
|
|
|
|
|
|
||||||||
Preferred stock dividends
|
(2,798
|
)
|
|
(2,953
|
)
|
|
(5,596
|
)
|
|
(5,906
|
)
|
||||
FFO available to common stockholders and noncontrolling interests
|
$
|
20,010
|
|
|
$
|
25,321
|
|
|
$
|
45,322
|
|
|
$
|
51,088
|
|
Weighted average shares:
|
|
|
|
|
|
|
|
||||||||
Diluted weighted average common stock
|
23,338
|
|
|
22,994
|
|
|
23,319
|
|
|
22,929
|
|
||||
Convertible limited partnership units
|
7,902
|
|
|
7,853
|
|
|
7,899
|
|
|
7,844
|
|
||||
Average shares and units used to compute FFO per share
|
31,240
|
|
|
30,847
|
|
|
31,218
|
|
|
30,773
|
|
||||
FFO per share available to common stockholders and noncontrolling interests
|
$
|
0.64
|
|
|
$
|
0.82
|
|
|
$
|
1.45
|
|
|
$
|
1.66
|
|
1
|
The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT as net income, computed in accordance with GAAP, plus real estate depreciation and amortization, and excluding impairment charges on real estate assets and gains or losses from real estate dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company’s Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs.
|
|
Total Properties
|
|
Total Square Footage
|
|
Percent Leased
|
||||||||||||
|
Shopping
Centers
|
|
Mixed-Use
|
|
Shopping
Centers
|
|
Mixed-Use
|
|
Shopping
Centers
|
|
Mixed-Use
|
||||||
June 30, 2020
|
50
|
|
|
7
|
|
|
7,874,492
|
|
|
1,136,937
|
|
|
95.1
|
%
|
|
92.2
|
%
|
June 30, 2019
|
49
|
|
|
7
|
|
|
7,759,621
|
|
|
1,146,438
|
|
|
95.6
|
%
|
|
88.6
|
%
|
|
|
|
|
|
|
Average Base Rent per Square Foot
|
||||||||
Three months ended June 30,
|
Square
Feet
|
|
Number
of Leases
|
|
New/Renewed
Leases
|
|
Expiring
Leases
|
|||||||
2020
|
|
173,016
|
|
|
38
|
|
|
$
|
23.07
|
|
|
$
|
22.09
|
|
2019
|
|
370,068
|
|
|
65
|
|
|
20.40
|
|
|
20.88
|
|
|
|
New
Leases
|
|
First Generation/Development Leases
|
|
Renewed
Leases
|
||||||
Number of leases
|
|
5
|
|
|
1
|
|
|
33
|
|
|||
Square feet
|
|
12,238
|
|
|
1,161
|
|
|
160,778
|
|
|||
Per square foot average annualized:
|
|
|
|
|
|
|
||||||
Base rent
|
|
$
|
38.53
|
|
|
$
|
35.00
|
|
|
$
|
21.89
|
|
Tenant improvements
|
|
(1.46
|
)
|
|
(17.74
|
)
|
|
(0.14
|
)
|
|||
Leasing costs
|
|
(0.67
|
)
|
|
—
|
|
|
(0.07
|
)
|
|||
Rent concessions
|
|
(0.33
|
)
|
|
—
|
|
|
(0.23
|
)
|
|||
Effective rents
|
|
$
|
36.07
|
|
|
$
|
17.26
|
|
|
$
|
21.45
|
|
|
|
|
|
|
|
|
Expiring Leases:
|
|
Total
|
||
Square feet
|
|
460,488
|
|
|
Average base rent per square foot
|
|
$
|
23.46
|
|
Estimated market base rent per square foot
|
|
$
|
22.28
|
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
•
|
a complete or partial closure of, or other operational issues at, our properties as a result of government or tenant action;
|
•
|
the declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers;
|
•
|
the reduction of economic activity severely impacts our tenants' business operations, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations;
|
•
|
inability to access debt and equity capital on favorable terms, if at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense;
|
•
|
a general decline in business activity and demand for real estate transactions could adversely affect our ability to successfully execute investment strategies or expand our property portfolio;
|
•
|
a significant reduction in our cash flows could impact our ability to continue paying cash dividends to our common and preferred stockholders at expected levels or at all;
|
•
|
the financial impact of COVID-19 could negatively affect our future compliance with financial and other covenants of our credit facility and other debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such indebtedness;
|
•
|
the continued service and availability of personnel, including our executive officers and Board of Directors, and our ability to recruit, attract and retain skilled personnel, to the extent our management, Board of Directors or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work, could negatively impact our business and operating results; and
|
•
|
our ability to ensure business continuity in the event our continuity of operations plan is not effective or is improperly implemented or deployed during a disruption.
|
•
|
Full-service and limited-service restaurants (16%),
|
•
|
Beauty services and dry cleaners (6%),
|
•
|
Apparel and footwear (5%),
|
•
|
Health and fitness (2%), and
|
•
|
Other (10%)
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
31.
|
|
|
|
|
|
|
|
|
|
32.
|
|
|
|
|
|
|
|
|
|
99.
|
|
(a)
|
|
|
|
|
|
|
|
101.
|
|
|
|
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2020, formatted in Extensible Business Reporting Language (“XBRL”): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity and comprehensive income, (iv) consolidated statements of cash flows, and
(v) the notes to the consolidated financial statements.
|
|
|
|
|
|
104.
|
|
|
|
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
|
|
SAUL CENTERS, INC.
(Registrant)
|
|
|
Date: August 6, 2020
|
/s/ B. Francis Saul II
|
|
B. Francis Saul II
Chairman, Chief Executive Officer and President
|
|
|
Date: August 6, 2020
|
/s/ Scott V. Schneider
|
|
Scott V. Schneider
Executive Vice President, Chief Financial Officer and Treasurer
(principal financial officer)
|
|
|
Date: August 6, 2020
|
/s/ Joel A. Friedman
|
|
Joel A. Friedman
Senior Vice President, Chief Accounting Officer
(principal accounting officer)
|
1 Year Saul Centers Chart |
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