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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2023
 
SAUL CENTERS INC.
(Exact name of registrant as specified in its charter)
Maryland 1-12254 52-1833074
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification Number)
7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814-6522
(Address of principal executive office) (Zip Code)
Registrant’s telephone number, including area code (301) 986-6200
Not Applicable
(Former name or former address, if changed since last report)
_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading symbol:
Name of exchange on which registered:
Common Stock, $0.01 par value BFS New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share
BFS/PRD
New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share
BFS/PRE
New York Stock Exchange
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
    Emerging growth company ☐
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐



Item 2.02. Results of Operations and Financial Condition.  

On March 2, 2023, Saul Centers, Inc. (the “Company”) issued a press release to report its financial results for the quarter ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 hereto.
The information in this Item 2.02 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information in this this Item 2.02 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company whether made before or after the date hereof, regardless of any general incorporation language in such filing.


Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

99.1     Press Release, dated March 2, 2023, of Saul Centers, Inc.

104.    Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL                          document).

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SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                            
SAUL CENTERS, INC.
By: /s/ Carlos L. Heard
  Carlos L. Heard
  Senior Vice President and Chief Financial Officer
    
Dated: March 2, 2023    

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EX-99.1 2 bfs-12312022xexhibit991.htm EX-99.1 Document

Exhibit 99.1
SAUL CENTERS, INC.
7501 Wisconsin Avenue, Suite 1500E, Bethesda, Maryland 20814-6522
(301) 986-6200
Saul Centers, Inc. Reports Fourth Quarter 2022 Earnings
March 2, 2023, Bethesda, MD.
    Saul Centers, Inc. (NYSE: BFS), an equity real estate investment trust ("REIT"), announced its operating results for the quarter ended December 31, 2022 (“2022 Quarter”). Total revenue for the 2022 Quarter increased to $62.3 million from $60.2 million for the quarter ended December 31, 2021 (“2021 Quarter”). Net income decreased to $15.4 million for the 2022 Quarter from $15.9 million for the 2021 Quarter. Net income for the 2022 Quarter decreased compared to the 2021 Quarter due to (a) higher interest expense, net and amortization of deferred debt costs of $0.9 million, primarily due to higher interest rates and (b) lower expense recovery income, net of expenses, of $0.6 million, partially offset by (c) higher base rent of $1.1 million. Net income available to common stockholders was $9.1 million ($0.38 per basic and diluted share) for the 2022 Quarter compared to $9.4 million ($0.40 per basic and diluted share) for the 2021 Quarter.
    Same property revenue increased 3.5% and same property operating income increased 1.1% for the 2022 Quarter compared to the 2021 Quarter. We define same property revenue as total revenue minus the revenue of properties not in operation for the entirety of the comparable reporting periods. We define same property operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, (d) change in fair value of derivatives, and (e) loss on early extinguishment of debt minus (f) gain on sale of property and (g) the results of properties not in operation for the entirety of the comparable periods. No properties were excluded from same property results for the 2022 Quarter. Shopping Center same property operating income decreased 1.2% and Mixed-Use same property operating income increased 8.0% for the 2022 Quarter compared to the 2021 Quarter. The decrease in Shopping Center same property operating income was primarily the result of lower expense recovery income, net of expenses, of $0.5 million. The increase in Mixed-Use same property operating income was primarily the result of (a) higher base rent of $0.7 million and (b) lower credit losses on operating lease receivables and corresponding reserves, collectively, of $0.2 million. Same property revenue and same property operating income are non-GAAP supplemental performance measures that the Company considers meaningful in measuring its operating performance. Reconciliations of total revenue to same property revenue and net income to same property operating income are attached to this press release.
As of December 31, 2022, 93.2% of the commercial portfolio was leased (all properties except the residential portfolio), compared to 92.0% at December 31, 2021. The residential portfolio was 97.2% leased at December 31, 2022, compared to 97.1% at December 31, 2021.
    For the year ended December 31, 2022 (“2022 Period”), total revenue increased to $245.9 million from $239.2 million for the year ended December 31, 2021 (“2021 Period”). Net income increased to $65.4 million for the 2022 Period from
$61.6 million for the 2021 Period. The increase in net income was primarily due to (a) higher base rent of $3.4 million, (b) lower interest expense, net and amortization of deferred debt costs of $1.5 million, primarily due to higher capitalized interest, partially offset by (c) lower expense recovery income, net of expenses, of $1.4 million. Net income available to common stockholders was $39.0 million ($1.63 per basic and diluted share) for the 2022 Period compared to $37.2 million ($1.57 per basic and diluted share) for the 2021 Period.
    No properties were excluded from same property results for the 2022 Period. Same property revenue increased 2.8% and same property operating income increased 2.1% for the 2022 Period compared to the 2021 Period. Shopping Center same property operating income increased 0.9% and Mixed-Use same property operating income increased 5.7% for the 2022 Period compared to the 2021 Period. Shopping Center same property operating income increased primarily due to higher base rent of $1.2 million. Mixed-Use same property operating income increased primarily due to (a) higher base rent of $2.2 million and (b) higher parking income, net of expenses, of $0.3 million.
    For the 2022 Quarter, Funds From Operations ("FFO") available to common stockholders and noncontrolling interests (after deducting preferred stock dividends and extinguishment of issuance costs upon redemption of preferred shares) decreased to $24.7 million ($0.74 and $0.72 per basic and diluted share, respectively) from $25.5 million ($0.78 and $0.75 per basic and diluted share, respectively) in the 2021 Quarter. FFO is a non-GAAP supplemental earnings measure that the Company considers meaningful in measuring its operating performance. A reconciliation of net income to FFO is attached to this press release. The decrease in FFO available to common stockholders and noncontrolling interests was primarily due to higher interest expense, net and amortization of deferred debt costs of $0.9 million, primarily due to higher interest rates.
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    For the 2022 Period, FFO available to common stockholders and noncontrolling interests (after deducting preferred stock dividends and extinguishment of issuance costs upon redemption of preferred shares) increased 2.4% to $103.2 million ($3.10 and $3.04 per basic and diluted share, respectively) from $100.7 million ($3.14 and $3.04 per basic and diluted share, respectively) in the 2021 Period. FFO available to common stockholders and noncontrolling interests increased primarily due to (a) higher base rent of $3.4 million, (b) lower interest expense, net and amortization of deferred debt costs of $1.5 million, primarily due to higher capitalized interest and (c) lower credit losses on operating lease receivables and corresponding reserves, collectively, of $0.7 million, partially offset by (d) higher general and administrative costs of $2.1 million and (e) lower expense recovery income, net of expenses, of $1.4 million.
As of January 31, 2023, payments by tenants of contractual base rent and operating expense and real estate tax recoveries totaled approximately 98.6% for the 2022 Quarter. For additional discussion of how the COVID-19 pandemic has impacted the Company's business, please see Part 2, Item 7 (Management's Discussion and Analysis of Financial Condition and Results of Operations) of our Annual Report on Form 10-K for the year ended December 31, 2022.
Although we are and will continue to be actively engaged in rent collection efforts related to uncollected rent, and we continue to work with certain tenants who have requested rent deferrals, we can provide no assurance that such efforts or our efforts in future periods will be successful. As of December 31, 2022, of the $9.4 million of rents previously deferred, $8.4 million has come due and $0.3 million has been written off. Of the amounts that have come due, $8.0 million, or approximately 96% has been paid.
    Saul Centers is a self-managed, self-administered equity REIT headquartered in Bethesda, Maryland. Saul Centers currently operates and manages a real estate portfolio comprised of 61 properties which includes (a) 57 community and neighborhood Shopping Centers and Mixed-Use properties with approximately 9.8 million square feet of leasable area and (b) four land and development properties. Over 85% of the Company’s property operating income is generated from properties in the metropolitan Washington, DC/Baltimore area.
Contact: Carlos L. Heard
(301) 986-7737
Safe Harbor Statement
    Certain matters discussed within this press release may be deemed to be forward-looking statements within the meaning of the federal securities laws. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. These factors include, but are not limited to, the risk factors described in our Annual Report on Form 10-K filed on March 2, 2023, and include the following: (i) general adverse economic and local real estate conditions, (ii) the inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business, (iii) financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the Company, (iv) the Company’s ability to raise capital by selling its assets, (v) changes in governmental laws and regulations and management’s ability to estimate the impact of such changes, (vi) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (vii) the availability of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in accordance with our expectations, (viii) increases in operating costs, (ix) changes in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current levels, (x) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure by multiple tenants to occupy their premises in a shopping center, (xi) impairment charges, (xii) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and (xiii) 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. Given these uncertainties, readers are cautioned not to place undue reliance on any forward-looking statements that we make, including those in this press release. Except as may be required by law, we make no promise to update any of the forward-looking statements as a result of new information, future events or otherwise. You should carefully review the risks and risk factors included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2023.
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Saul Centers, Inc.
Consolidated Balance Sheets
(In thousands)
  December 31,
(Dollars in thousands, except per share amounts) 2022 2021
Assets
Real estate investments
Land $ 511,529  $ 511,529 
Buildings and equipment 1,576,924  1,566,686 
Construction in progress 319,683  205,911 
2,408,136  2,284,126 
Accumulated depreciation (688,475) (650,113)
1,719,661  1,634,013 
Cash and cash equivalents 13,279  14,594 
Accounts receivable and accrued income, net 56,323  58,659 
Deferred leasing costs, net 22,388  24,005 
Other assets 21,651  15,490 
Total assets $ 1,833,302  $ 1,746,761 
Liabilities
Mortgage notes payable $ 961,577  $ 941,456 
Revolving credit facility payable 161,941  103,167 
Term loan facility payable 99,382  99,233 
Accounts payable, accrued expenses and other liabilities 42,978  25,558 
Deferred income 23,169  25,188 
Dividends and distributions payable 22,453  21,672 
Total liabilities 1,311,500  1,216,274 
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, 24,016,009 and 23,840,471 shares issued and outstanding, respectively
240  238 
Additional paid-in capital 446,301  436,609 
Partnership units in escrow 39,650  39,650 
Distributions in excess of accumulated earnings (273,559) (256,448)
Accumulated other comprehensive income 2,852  — 
Total Saul Centers, Inc. equity 400,484  405,049 
Noncontrolling interests 121,318  125,438 
Total equity 521,802  530,487 
Total liabilities and equity $ 1,833,302  $ 1,746,761 



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Saul Centers, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
(unaudited)
Revenue
Rental revenue $ 61,072  $ 58,881  $ 240,837  $ 234,515 
Other 1,264  1,359  5,023  4,710 
Total revenue 62,336  60,240  245,860  239,225 
Expenses
Property operating expenses 9,760  8,461  35,934  32,881 
Real estate taxes 6,937  6,625  28,588  28,747 
Interest expense, net and amortization of deferred debt costs 11,775  10,865  43,937  45,424 
Depreciation and amortization of deferred leasing costs 12,069  12,420  48,969  50,272 
General and administrative 6,404  6,019  22,392  20,252 
Loss on early extinguishment of debt —  —  648  — 
Total expenses 46,945  44,390  180,468  177,576 
Net Income 15,391  15,850  65,392  61,649 
Noncontrolling interests
Income attributable to noncontrolling interests (3,528) (3,607) (15,198) (13,260)
Net income attributable to Saul Centers, Inc. 11,863  12,243  50,194  48,389 
Preferred stock dividends (2,799) (2,799) (11,194) (11,194)
Net income available to common stockholders $ 9,064  $ 9,444  $ 39,000  $ 37,195 
Per share net income available to common stockholders
Basic and diluted $ 0.38  $ 0.40  $ 1.63  $ 1.57 
Weighted Average Common Stock:
Common stock 24,011  23,765  23,964  23,655 
Effect of dilutive options —  22 
Diluted weighted average common stock 24,011  23,787  23,972  23,662 

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Reconciliation of net income to FFO available to common stockholders and noncontrolling interests (1)
Three Months Ended December 31, Year Ended December 31,
(In thousands, except per share amounts) 2022 2021 2022 2021
Net income $ 15,391  $ 15,850  $ 65,392  $ 61,649 
Add:
Real estate depreciation and amortization 12,069  12,420  48,969  50,272 
FFO 27,460  28,270  114,361  111,921 
Subtract:
Preferred stock dividends (2,799) (2,799) (11,194) (11,194)
FFO available to common stockholders and noncontrolling interests $ 24,661  $ 25,471  $ 103,167  $ 100,727 
Weighted average shares and units:
Basic 33,309  32,795  33,256  32,029 
Diluted (2)
34,017  33,762  33,972  33,098 
Basic FFO per share available to common stockholders and noncontrolling interests $ 0.74  $ 0.78  $ 3.10  $ 3.14 
Diluted FFO per share available to common stockholders and noncontrolling interests. $ 0.72  $ 0.75  $ 3.04  $ 3.04 

(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 depreciable real estate assets and gains or losses from property dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company’s Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs.

(2)    Beginning March 5, 2021, fully diluted shares and units includes 1,416,071 limited partnership units that were held in escrow related to the contribution of Twinbrook Quarter by 1592 Rockville Pike. Half of the units held in escrow were released on October 18, 2021. The remaining units held in escrow are scheduled to be released on October 18, 2023.

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Reconciliation of total revenue to same property revenue (3)
(in thousands) Three Months Ended December 31, Year Ended December 31,
2022 2021 2022 2021
Total revenue $ 62,336  $ 60,240  $ 245,860  $ 239,225 
Less: Acquisitions, dispositions and development properties —  —  —  — 
Total same property revenue $ 62,336  $ 60,240  $ 245,860  $ 239,225 
Shopping Centers $ 43,440  $ 42,746  $ 172,055  $ 169,681 
Mixed-Use properties 18,896  17,494  73,805  69,544 
Total same property revenue $ 62,336  $ 60,240  $ 245,860  $ 239,225 
Total Shopping Center revenue $ 43,440  $ 42,746  $ 172,055  $ 169,681 
Less: Shopping Center acquisitions, dispositions and development properties —  —  —  — 
Total same Shopping Center revenue $ 43,440  $ 42,746  $ 172,055  $ 169,681 
Total Mixed-Use property revenue $ 18,896  $ 17,494  $ 73,805  $ 69,544 
Less: Mixed-Use acquisitions, dispositions and development properties —  —  —  — 
Total same Mixed-Use revenue $ 18,896  $ 17,494  $ 73,805  $ 69,544 
(3) Same property revenue is a non-GAAP financial measure of performance that improves the comparability of reporting periods by excluding the results of properties that were not in operation for the entirety of the comparable reporting periods. Same property revenue adjusts property revenue by subtracting the revenue of properties not in operation for the entirety of the comparable reporting periods. Same property revenue is a measure of the operating performance of the Company’s properties but does not measure the Company’s performance as a whole. Same property revenue should not be considered as an alternative to total revenue, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance. Management considers same property revenue a meaningful supplemental measure of operating performance because it is not affected by the cost of the Company’s funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of the Company’s properties. Management believes the exclusion of these items from same property revenue is useful because the resulting measure captures the actual revenue generated and actual expenses incurred by operating the Company’s properties. Other REITs may use different methodologies for calculating same property revenue. Accordingly, the Company’s same property revenue may not be comparable to those of other REITs.


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Reconciliation of net income to same property operating income (4)
Three Months Ended December 31, Year Ended December 31,
(In thousands) 2022 2021 2022 2021
Net income $ 15,391  $ 15,850  $ 65,392  $ 61,649 
Add: Interest expense, net and amortization of deferred debt costs 11,775  10,865  43,937  45,424 
Add: Depreciation and amortization of deferred leasing costs 12,069  12,420  48,969  50,272 
Add: General and administrative 6,404  6,019  22,392  20,252 
Add: Loss on early extinguishment of debt —  —  648  — 
Property operating income 45,639  45,154  181,338  177,597 
Less: Acquisitions, dispositions and development properties —  —  —  — 
Total same property operating income $ 45,639  $ 45,154  $ 181,338  $ 177,597 
Shopping Centers $ 33,646  $ 34,050  $ 135,160  $ 133,897 
Mixed-Use properties 11,993  11,104  46,178  43,700 
Total same property operating income $ 45,639  $ 45,154  $ 181,338  $ 177,597 
Shopping Center operating income $ 33,646  $ 34,050  $ 135,160  $ 133,897 
Less: Shopping Center acquisitions, dispositions and development properties —  —  —  — 
Total same Shopping Center operating income $ 33,646  $ 34,050  $ 135,160  $ 133,897 
Mixed-Use property operating income $ 11,993  $ 11,104  $ 46,178  $ 43,700 
Less: Mixed-Use acquisitions, dispositions and development properties —  —  —  — 
Total same Mixed-Use property operating income $ 11,993  $ 11,104  $ 46,178  $ 43,700 

(4) Same property operating income is a non-GAAP financial measure of performance that improves the comparability of reporting periods by excluding the results of properties that were not in operation for the entirety of the comparable reporting periods. Same property operating income adjusts property operating income by subtracting the results of properties that were not in operation for the entirety of the comparable periods. Same property operating income is a measure of the operating performance of the Company’s properties but does not measure the Company’s performance as a whole. Same property operating income should not be considered as an alternative to property operating income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance. Management considers same property operating income a meaningful supplemental measure of operating performance because it is not affected by the cost of the Company’s funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of the Company’s properties. Management believes the exclusion of these items from property operating income is useful because the resulting measure captures the actual revenue generated and actual expenses incurred by operating the Company’s properties. Other REITs may use different methodologies for calculating same property operating income. Accordingly, same property operating income may not be comparable to those of other REITs.


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