bfs-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12254


SAUL CENTERS, INC.
(Exact name of registrant as specified in its charter)


Maryland			52-1833074
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

7501 Wisconsin Avenue, Bethesda, Maryland 20814

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area code (301) 986-6200

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading symbol:	Name of exchange on which registered:
Common Stock, Par Value $0.01 Per Share	BFS	New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share	BFS/PRD	New York Stock Exchange
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share	BFS/PRE	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock, par value $0.01 per share outstanding as of April 28, 2023: 23,927,240.

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SAUL CENTERS, INC.

Table of Contents


			Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)


(a) Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022			4
(b) Consolidated Statements of Operations for the three months ended March 31, 2023 and 2022			5
(c) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022			6
(d) Consolidated Statements of Equity for the three months ended March 31, 2023 and 2022			7
(e) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022			8
(f) Notes to Consolidated Financial Statements			9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(a) Critical Accounting Policies			22

(b) Results of Operations:
Three months ended March 31, 2023 compared to three months ended March 31, 2022			23

Same property revenue and same property operating income			24

(c) Liquidity and Capital Resources			26

Item 3. Quantitative and Qualitative Disclosures About Market Risk			32

Item 4. Controls and Procedures			32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			33
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 3. Defaults Upon Senior Securities			33
Item 4. Mine Safety Disclosures			33
Item 5. Other Information			33
Item 6. Exhibits			33
Signatures			34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in thousands, except per share amounts)	March 31, 2023		December 31, 2022

Assets
Real estate investments
Land	$	511,529	$	511,529
Buildings and equipment	1,583,705		1,576,924
Construction in progress	365,612		319,683
	2,460,846		2,408,136
Accumulated depreciation	(698,597)		(688,475)
	1,762,249		1,719,661
Cash and cash equivalents	11,812		13,279
Accounts receivable and accrued income, net	52,614		56,323
Deferred leasing costs, net	22,855		22,388

Other assets	18,475		21,651
Total assets	$	1,868,005	$	1,833,302
Liabilities
Notes payable, net	$	959,395	$	961,577

Revolving credit facility payable, net	192,134		161,941
Term loan facility payable, net	99,419		99,382
Accounts payable, accrued expenses and other liabilities	55,790		42,978
Deferred income	22,970		23,169
Dividends and distributions payable	22,462		22,453

Total liabilities	1,352,170		1,311,500
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, 24,029,935 and 24,016,009 shares issued and outstanding, respectively	240		240
Additional paid-in capital	447,134		446,301
Partnership units in escrow	39,650		39,650
Distributions in excess of accumulated earnings	(277,020)		(273,559)
Accumulated other comprehensive income	1,402		2,852
Total Saul Centers, Inc. equity	396,406		400,484
Noncontrolling interests	119,429		121,318
Total equity	515,835		521,802
Total liabilities and equity	$	1,868,005	$	1,833,302

The Notes to Financial Statements are an integral part of these statements.

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(Dollars in thousands, except per share amounts)	Three Months Ended March 31,
	2023		2022
Revenue
Rental revenue	$	61,829	$	60,680
Other	1,220

SEC Form 10-Q filed by Saul Centers Inc.