Document and Entity Information
Document and Entity Information - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Apr. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | SAUL CENTERS INC | |
Entity Central Index Key | 907,254 | |
Trading Symbol | BFS | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 21.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Real estate investments | ||
Land | $ 424,840 | $ 424,837 |
Buildings and equipment | 1,114,635 | 1,114,357 |
Construction in progress | 92,698 | 83,516 |
Real estate investments | 1,632,173 | 1,622,710 |
Accumulated depreciation | (431,463) | (425,370) |
Real estate investments, net | 1,200,710 | 1,197,340 |
Cash and cash equivalents | 15,352 | 10,003 |
Accounts receivable and accrued income, net | 48,593 | 51,076 |
Deferred leasing costs, net | 26,815 | 26,919 |
Prepaid expenses, net | 3,401 | 4,663 |
Other assets | 6,764 | 5,407 |
Total assets | 1,301,635 | 1,295,408 |
Liabilities | ||
Notes payable | 790,324 | 796,169 |
Revolving credit facility payable | 21,825 | 26,695 |
Construction loan payable | 53,042 | 43,641 |
Dividends and distributions payable | 16,570 | 15,380 |
Accounts payable, accrued expenses and other liabilities | 30,893 | 27,687 |
Deferred income | 30,959 | 32,109 |
Total liabilities | 943,613 | 941,681 |
Stockholders’ equity | ||
Preferred stock, 1,000,000 shares authorized: Series C Cumulative Redeemable, 72,000 shares issued and outstanding | 180,000 | 180,000 |
Common stock, $0.01 par value, 40,000,000 shares authorized, 21,335,346 and 21,266,239 shares issued and outstanding, respectively | 213 | 213 |
Additional paid-in capital | 308,574 | 305,008 |
Accumulated deficit | (180,264) | (180,091) |
Accumulated other comprehensive loss | (2,313) | (1,802) |
Total Saul Centers, Inc. stockholders’ equity | 306,210 | 303,328 |
Noncontrolling interest | 51,812 | 50,399 |
Total stockholders’ equity | 358,022 | 353,727 |
Total liabilities and stockholders’ equity | $ 1,301,635 | $ 1,295,408 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Cumulative Redeemable Preferred stock, shares issued | 72,000 | 72,000 |
Cumulative Redeemable Preferred stock, shares outstanding | 72,000 | 72,000 |
Common stock, par value (in usd per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 21,335,346 | 21,266,239 |
Common stock, shares outstanding | 21,335,346 | 21,266,239 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | ||
Base rent | $ 42,607 | $ 41,479 |
Expense recoveries | 9,558 | 8,732 |
Percentage rent | 363 | 438 |
Other | 4,398 | 1,439 |
Total revenue | 56,926 | 52,088 |
Operating expenses | ||
Property operating expenses | 7,995 | 7,616 |
Provision for credit losses | 432 | 246 |
Real estate taxes | 5,934 | 5,901 |
Interest expense and amortization of deferred debt costs | 11,089 | 11,406 |
Depreciation and amortization of deferred leasing costs | 11,035 | 10,440 |
General and administrative | 4,060 | 3,771 |
Acquisition related costs | 0 | 21 |
Total operating expenses | 40,545 | 39,401 |
Operating income | 16,381 | 12,687 |
Change in fair value of derivatives | (7) | (6) |
Net income (loss) | 16,374 | 12,681 |
Noncontrolling interests | ||
Income attributable to noncontrolling interests | (3,426) | (2,474) |
Net income attributable to Saul Centers, Inc. | 12,948 | 10,207 |
Preferred stock dividends | (3,094) | (3,094) |
Net income attributable to common stockholders | $ 9,854 | $ 7,113 |
Per share net income attributable to common stockholders | ||
Basic and diluted (in usd per share) | $ 0.46 | $ 0.34 |
Dividends declared per common share outstanding (in usd per share) | $ 0.47 | $ 0.43 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 16,374 | $ 12,681 |
Other comprehensive income | ||
Change in unrealized loss on cash flow hedge | (688) | (427) |
Total comprehensive income | 15,686 | 12,254 |
Comprehensive income attributable to noncontrolling interests | (3,249) | (2,364) |
Total comprehensive income attributable to Saul Centers, Inc. | 12,437 | 9,890 |
Preferred stock dividends | (3,094) | (3,094) |
Total comprehensive income attributable to common stockholders | $ 9,343 | $ 6,796 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Dividend Distributions Payable | Series C Preferred StockDividend Distributions Payable | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitDividend Distributions Payable | Accumulated DeficitSeries C Preferred StockDividend Distributions Payable | Accumulated Other Comprehensive (Loss) | Total Saul Centers, Inc. | Total Saul Centers, Inc.Dividend Distributions Payable | Total Saul Centers, Inc.Series C Preferred StockDividend Distributions Payable | Noncontrolling Interest | Noncontrolling InterestDividend Distributions Payable |
Beginning Balance at Dec. 31, 2015 | $ 353,727 | $ 180,000 | $ 213 | $ 305,008 | $ (180,091) | $ (1,802) | $ 303,328 | $ 50,399 | |||||||
Issuance of common stock: | |||||||||||||||
54,280 shares pursuant to dividend reinvestment plan | 2,669 | 2,669 | 2,669 | ||||||||||||
14,827 shares due to exercise of stock options and issuance of directors’ deferred stock | 897 | 897 | 897 | ||||||||||||
Issuance of 32,769 partnership units pursuant to dividend reinvestment plan | 1,613 | 1,613 | |||||||||||||
Net income | 16,374 | 12,948 | 12,948 | 3,426 | |||||||||||
Change in unrealized loss on cash flow hedge | (688) | (511) | (511) | (177) | |||||||||||
Series C preferred stock distributions | $ (3,094) | $ (3,094) | $ (3,094) | ||||||||||||
Distributions payable common stock ($0.47/share) and distributions payable partnership units ($0.47/unit) | $ (13,476) | $ (10,027) | $ (10,027) | $ (3,449) | |||||||||||
Ending Balance at Mar. 31, 2016 | $ 358,022 | $ 180,000 | $ 213 | $ 308,574 | $ (180,264) | $ (2,313) | $ 306,210 | $ 51,812 |
Consolidated Statement of Stoc7
Consolidated Statement of Stockholders' Equity (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Pursuant to dividend reinvestment plan, shares | shares | 54,280 |
Exercise of employee stock options and issuance of directors' deferred stock, shares | shares | 14,827 |
Issuance of partnership units, shares | shares | 32,769 |
Distributions payable common stock, per share (in usd per share) | $ 0.47 |
Dividend Distributions Payable | |
Distributions payable common stock, per share (in usd per share) | 0.47 |
Distributions partnership units, per unit (in usd per unit) | 0.47 |
Dividend Distributions Payable | Series C Preferred Stock | |
Preferred stock, per share (in usd per share) | $ 42.97 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 16,374 | $ 12,681 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Change in fair value of derivatives | 7 | 6 |
Depreciation and amortization of deferred leasing costs | 11,035 | 10,440 |
Amortization of deferred debt costs | 332 | 362 |
Non cash compensation costs of stock grants and options | 293 | 256 |
Provision for credit losses | 432 | 246 |
(Increase) decrease in accounts receivable and accrued income | 2,051 | (1,144) |
Additions to deferred leasing costs | (1,468) | (1,169) |
Decrease in prepaid expenses | 1,262 | 587 |
Increase in other assets | (1,357) | (730) |
Increase in accounts payable, accrued expenses and other liabilities | 3,486 | 2,064 |
Decrease in deferred income | (1,150) | (406) |
Net cash provided by operating activities | 31,297 | 23,193 |
Cash flows from investing activities: | ||
Acquisitions of real estate investments | 0 | (893) |
Additions to real estate investments | (4,150) | (2,712) |
Additions to development and redevelopment projects | (9,658) | (7,019) |
Net cash used in investing activities | (13,808) | (10,624) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 0 | 30,000 |
Repayments on notes payable | (6,047) | (20,914) |
Proceeds from revolving credit facility | 6,000 | 4,000 |
Repayments on revolving credit facility | (11,000) | (21,000) |
Proceeds from construction loan | 9,377 | 3,377 |
Additions to deferred debt costs | 24 | (183) |
Proceeds from the issuance of: | ||
Common stock | 3,273 | 5,315 |
Partnership units | 1,613 | 1,180 |
Distributions to: | ||
Series C preferred stockholders | (3,094) | (3,094) |
Common stockholders | (9,145) | (8,379) |
Noncontrolling interests | (3,141) | (2,879) |
Net cash used in financing activities | (12,140) | (12,577) |
Net increase (decrease) in cash and cash equivalents | 5,349 | (8) |
Cash and cash equivalents, beginning of period | 10,003 | 12,128 |
Cash and cash equivalents, end of period | $ 15,352 | $ 12,120 |
Organization, Formation and Str
Organization, Formation and Structure | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Formation and Structure | Organization, Formation and Structure Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers. Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B. F. Saul Real Estate Investment Trust, the B. F. 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 following table lists the significant properties acquired, in development and disposed since December 31, 2014. Name of Property Location Type Year of Acquisition/ Development/Disposition Acquisitions 726 N. Glebe Road Arlington, VA Shopping Center 2015 Developments Park Van Ness Washington, DC Mixed-Use 2013-2016 As of March 31, 2016 , the Company’s properties (the “Current Portfolio Properties”) consisted of 50 operating shopping center properties (the “Shopping Centers”), six mixed-use properties, one of which was designated as held for sale, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and three (non-operating) development properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Operations The Company, which conducts all of its activities through its subsidiaries, the Operating Partnership and Subsidiary Partnerships, engages in the ownership, operation, management, leasing, acquisition, renovation, expansion, development and financing of community and neighborhood shopping centers and mixed-use properties, primarily in the Washington, DC/Baltimore metropolitan area. 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 March 31, 2016 , 31 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Three tenants individually accounted for 2.5% or more of the Company’s total revenue for the three months ended March 31, 2016 . Giant Food, a tenant at nine Shopping Centers, Capital One, a tenant at 20 properties, and Albertson's/Safeway, a tenant at nine Shopping Centers, individually accounted for 4.2% , 2.7% , and 2.6% , respectively, of the Company's total revenue for the three months ended March 31, 2016 . 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. All significant intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of Saul Centers, Inc. for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of Saul Centers, Inc. for the year ended December 31, 2015 , which are included in its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. 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. 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 the respective leases. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. Accounts receivable in the accompanying financial statements are shown net of an allowance for doubtful accounts of approximately $1.4 million and $1.3 million at March 31, 2016 and December 31, 2015 , respectively. In addition to rents due currently, accounts receivable includes approximately $41.9 million and $41.4 million , at March 31, 2016 and December 31, 2015 , respectively, net of allowance for doubtful accounts totaling $0.4 million and $0.5 million , respectively, representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases. Assets Held for Sale The Company considers properties to be assets held for sale when all of the following criteria are met: • management commits to a plan to sell a property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable and the Company expects the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. The Company must make a determination as to the point in time that it is probable that a sale will be consummated, which generally occurs when an executed sales contract has no contingencies and the prospective buyer has significant funds at risk to ensure performance. Upon designation as an asset held for sale, the Company records the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases depreciation. As of March 31, 2016 , the Company has classified as held-for-sale one operating property, comprising 197,127 square feet of gross leasable area. The book value of this property, which is included in Other Assets, was $3.4 million , net of accumulated depreciation of $7.0 million , which does not exceed its estimated fair value, less costs to sell, and liabilities were $0.2 million . Fair value was determined based on a third party appraisal. Cash and Cash Equivalents Cash and cash equivalents include short-term investments. Short-term investments include money market accounts and other investments which generally mature within three months, measured from the acquisition date, and/or are readily convertible to cash. 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 March 31, 2016 and December 31, 2015 , is composed of the following: (in thousands) March 31, 2016 December 31, 2015 Park Van Ness $ 86,079 $ 77,245 Other 6,619 6,271 Total $ 92,698 $ 83,516 Deferred Debt Costs Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the revolving line of credit. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $ 8.4 million and $ 8.7 million , net of accumulated amortization of $6.3 million and $6.2 million , at March 31, 2016 and December 31, 2015 , respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets. Deferred Income Deferred income consists of payments received from tenants prior to the time they are earned and recognized by the Company as revenue, including tenant prepayment of rent for future periods, real estate taxes when the taxing jurisdiction has a fiscal year differing from the calendar year, reimbursements specified in the lease agreement and tenant construction work provided by the Company. In addition, deferred income includes the fair value of certain below market leases. Deferred Leasing Costs Deferred leasing costs consist of commissions paid to third-party leasing agents, internal direct costs such as employee compensation and payroll-related fringe benefits directly related to time spent performing leasing-related activities for successful commercial leases and amounts attributed to in-place leases associated with acquired properties. Leasing related activities include evaluating the prospective tenant’s financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing the transaction. Unamortized deferred 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 $26.8 million and $26.9 million , net of accumulated amortization of $27.7 million and $26.6 million , as of March 31, 2016 and December 31, 2015 , respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the consolidated statements of operations, totaled $1.6 million and $1.4 million for the three months ended March 31, 2016 and 2015 , respectively. Derivative Financial Instruments The Company may, when appropriate, employ derivative instruments, such as interest-rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivative or other financial instruments for trading or speculative purposes. Derivative financial instruments are carried at fair value as either assets or liabilities on the consolidated balance sheets. For those derivative instruments that qualify and are designated as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or a cash flow hedge. For those derivative instruments that qualify and are designated as hedging instruments, the effective portion of the gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and recognized in earnings within the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a derivative instrument is immediately recognized in earnings. For derivative instruments that do not qualify, or that qualify and are not designated, as hedging instruments, changes in fair value are immediately recognized in earnings. Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the derivative instrument. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions as determined by management, and therefore, it believes that the likelihood of realizing losses from counterparty non-performance is remote. Income Taxes The Company made an election to be treated, and intends to continue operating so as to qualify, as a REIT under the Code, commencing with its taxable year ended December 31, 1993. A REIT generally will not be subject to federal income taxation, provided that distributions to its stockholders equal or exceed its REIT taxable income and it complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. Legal Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of such matters will not have a material adverse effect on its financial position or results of operations. Upon determination that a loss is probable to occur and can be reasonably estimated, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine. Postemployment Benefits From time to time, the Company may enter into an arrangement with an employee at the time of the employee’s separation from service whereby the employee will receive certain payments in exchange for certain releases, covenants not to compete, or other promises. If no future services are required in order for the employee to receive the payments, the Company estimates the amount of payments to be made over the life of the arrangement and records that amount as an expense as of the date of the arrangement with a corresponding liability representing the amount to be paid in the future. Predevelopment Expenses Predevelopment expenses represent certain costs incurred by the Company in connection with active development and redevelopment projects and include, for example, costs related to the early termination of tenant leases and demolition of existing structures. Real Estate Investment Properties The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their fair values. The fair value of buildings generally is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates and considers the present value of all cash flows expected to be generated by the property including an initial lease up period. From time to time the Company may purchase a property for future development purposes. The Company determines the fair value of above and below market intangibles associated with in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition taking into consideration the remaining contractual lease period, renewal periods, and the likelihood of the tenant exercising its renewal options. The fair value of below market lease intangibles is recorded as deferred income and accreted as additional revenue over the remaining contractual lease period and any renewal option periods included in the valuation analysis. The fair value of above market lease intangibles is recorded as a deferred asset and amortized as a reduction of revenue over the remaining contractual lease term. The Company determines the fair value of at-market in-place leases considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period and carrying costs associated with the lease-up period. Intangible assets associated with at-market in-place leases are amortized as additional expense over the remaining contractual lease term. To the extent customer relationship intangibles are present in an acquisition, the fair values of the intangibles are amortized over the lives of the customer relationships. The Company has never recorded a customer relationship intangible asset. Acquisition-related transaction costs are generally charged to expense as incurred and reported as acquisition related costs in the consolidated statements of operations. If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected. The Company did not recognize an impairment loss on any of its real estate during the three months ended March 31, 2016 and 2015 . Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under development and construction. Upon substantial completion of construction and the placement of the assets into service, rental income, real estate tax expense, property operating expenses (consisting of payroll, repairs and maintenance, utilities, insurance and other property related expenses) and depreciation are included in current operations and capitalization of interest ceases. Property operating expenses are charged to operations as incurred. Interest capitalized totaled $0.9 million and $0.3 million for the three months ended March 31, 2016 and 2015 , respectively. Commercial development projects are considered substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Multi-family residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects. Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvement expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvements, using the straight-line method. Depreciation expense in the Consolidated Statements of Operations totaled $9.5 million and $9.1 million for the three months ended March 31, 2016 and 2015 , respectively. Repairs and maintenance expense totaled $4.3 million and $3.7 million for the three months ended March 31, 2016 and 2015 , respectively, and is included in property operating expenses in the Consolidated Statements of Operations. Revenue Recognition Rental and interest income are accrued as earned except when doubt exists as to collectability, in which case the accrual is discontinued. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs, and are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue (“percentage rent”) is accrued when a tenant reports sales that exceed a breakpoint specified in the lease agreement. Stock-based Employee Compensation, Stock Plan and Deferred Compensation Plan for Directors 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 in general and administrative expenses. The Company has a stock plan, which was originally approved in 2004, amended in 2008 and 2013 and which expires in 2023, for the purpose of attracting and retaining executive officers, directors and other key personnel (the “Stock Plan”). Pursuant to the Stock Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of its directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. A director may make an annual election to defer all or part of his or her director’s fees and has the option to have the fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If the director elects to have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price 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. As of March 31, 2016 , the director's deferred fee accounts comprise 239,553 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. Noncontrolling Interests Saul Centers is the sole general partner of the Operating Partnership, owning a 74.2% common interest as of March 31, 2016 . Noncontrolling interests in the Operating Partnership is comprised of limited partnership units owned by the Saul Organization. Noncontrolling interests reflected on the accompanying consolidated balance sheets is increased for earnings allocated to limited partnership interests and distributions reinvested in additional units, and is decreased for limited partner distributions. Noncontrolling interests reflected on the consolidated statements of operations represents earnings allocated to limited partnership interests. 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. As of or for the three months ended March 31, (In thousands) 2016 2015 Weighted average common stock outstanding-Basic 21,306 21,018 Effect of dilutive options 31 119 Weighted average common stock outstanding-Diluted 21,337 21,137 Non-dilutive options 291 — Years non-dilutive options were issued 2007 and 2015 Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09 and in April 2016, the FASB issued ASU 2016-10, both of which are titled, “Revenue from Contracts with Customers” (collectively “ASU 2014-09”). ASU 2014-09 will replace most existing revenue recognition guidance and will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted but not before annual periods beginning after December 15, 2016. ASU 2014-09 must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the first date of application. We have not yet selected a transition method and are evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation” ("ASU 2015-02"). ASU 2015-02 modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for annual periods beginning after December 15, 2015, and interim periods within those years. The adoption of ASU 2015-02 effective January 1, 2016, did not have a material impact on the Company’s consolidated financial statements or disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs and will require an entity to deduct transaction costs from the carrying value of the related financial liability and not record those transaction costs as a separate asset. Recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, and must be applied retrospectively by adjusting the balance sheet of each individual period presented. The Company retrospectively adopted ASU 2015-03 effective January 1, 2016. As a result of the adoption of ASU 2015-03, the Company no longer reports its net deferred debt costs as an asset and instead reports those amounts as reduction of the carrying value of the associated debt. In February 2016, the FASB issued ASU 2016-02, ‘‘Leases’’ (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, interim periods within those years, and requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation" ("ASU 2016-09"). ASU 2016-09 simplifies the accounting for several aspects of share-based payments including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those years. The transition method varies based on the specific amendment. We are evaluating the impact that ASU 2016-09 will have on our consolidated financial statements and related disclosures. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the three months ended March 31, 2016 . |
Real Estate Acquired and Sold
Real Estate Acquired and Sold | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Real Estate Acquired and Sold | Real Estate Acquired and Sold 726 N. Glebe Road In September 2015, the Company purchased for $4.0 million , 726 N. Glebe Road and incurred acquisition costs of $56,700 . The property is contiguous with two other properties owned by the Company and is located in Arlington, Virginia. Westview Pad In February 2015 , the Company purchased for $0.9 million , including acquisition costs, a 1.1 acre retail pad site in Frederick, Maryland , which is contiguous with and an expansion of the Company's other Westview asset. 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 fair values. See Note 2. Summary of Significant Accounting Policies-Real Estate Investment Properties. |
Noncontrolling Interests - Hold
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 , the Saul Organization holds a 25.8% limited partnership interest in the Operating Partnership represented by approximately 7.3 million convertible limited partnership units. These units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on a one -for-one basis provided that, in accordance with the Saul Centers, Inc. Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of March 31, 2016 , approximately 1.0 million units were convertible into shares of Saul Centers common stock. The impact of the Saul Organization’s approximately 25.8% 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 March 31, 2016 and 2015 , were approximately 28.7 million and 28.3 million , respectively. |
Notes Payable, Revolving Credit
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs | 3 Months Ended |
Mar. 31, 2016 | |
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 $873.6 million at March 31, 2016 , of which approximately $835.9 million was fixed-rate debt and approximately $37.7 million was variable rate debt, including $23.0 million outstanding on the Company's unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $852.2 million as of March 31, 2016 . At March 31, 2016 , the Company had a $275.0 million unsecured revolving credit facility, which can be used for working capital, property acquisitions, development projects or letters of credit. The revolving credit facility matures on June 23, 2018 , and may be extended by the Company for one additional year subject to the Company’s satisfaction of certain conditions. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the revolving credit facility. Letters of credit may be issued under the revolving credit facility. On March 31, 2016 , based on the value of the Company’s unencumbered properties, approximately $251.6 million was available under the line, $23.0 million was outstanding and approximately $448,000 was committed for letters of credit. The interest rate under the facility is variable and equals the sum of one-month LIBOR and a margin that is based on the Company’s leverage ratio, and which can range from 145 basis points to 200 basis points. As of March 31, 2016 , the margin was 145 basis points. At March 31, 2016 , the Company had a $71.6 million construction-to-permanent loan, with $54.6 million outstanding, which is secured by and used to partially finance the construction of Park Van Ness. Saul Centers is a guarantor of the revolving credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Metro Pike Center bank loan (approximately $7.8 million of the $14.7 million outstanding at March 31, 2016 ) and (b) the $71.6 million Park Van Ness construction-to-permanent loan, which guarantee will be reduced and eventually eliminated subject to the achievement of certain leasing and cash flow levels. The fixed-rate notes payable are all non-recourse. At December 31, 2015 , the principal amount of the Company’s outstanding debt totaled approximately $875.2 million , of which $832.4 million was fixed rate debt and $42.8 million was variable rate debt, including $28.0 million outstanding on the Company’s unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled $856.8 million as of December 31, 2015 . At March 31, 2016 , 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 April 1 through December 31, 2016 $ — $ 18,607 $ 18,607 2017 14,442 25,768 40,210 2018 50,748 (a) 25,902 76,650 2019 60,794 24,614 85,408 2020 61,163 21,892 83,055 2021 11,011 21,405 32,416 Thereafter 430,930 106,296 537,226 Principal amount $ 629,088 $ 244,484 873,572 Unamortized deferred debt costs 8,381 Net $ 865,191 (a) Includes $23.0 million outstanding under the line of credit. Interest expense and amortization of deferred debt costs for the three months ended March 31, 2016 and 2015 , were as follows: Three Months Ended March 31, (In thousands) 2016 2015 Interest incurred $ 11,677 $ 11,384 Amortization of deferred debt costs 332 362 Capitalized interest (920 ) (340 ) $ 11,089 $ 11,406 |
Stockholders' Equity and Noncon
Stockholders' Equity and Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity and Noncontrolling Interests | Stockholders’ Equity and Noncontrolling Interests The consolidated statements of operations for the three months ended March 31, 2016 and 2015 , reflect noncontrolling interests of $3.4 million and $2.5 million , respectively, representing the Saul Organization’s share of net income for each period. The Company has outstanding 7.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock. The depositary shares may be redeemed on or after February 12, 2018 at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends. The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Chairman and Chief Executive Officer, the President, 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 $84,300 and $103,000 for the three months ended March 31, 2016 and 2015 , 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 three months ended March 31, 2016 and 2015 , the Company contributed $39,200 and $31,200 , 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 the Company are fully vested. The cumulative unfunded liability under this plan was $1.9 million and $1.8 million , at March 31, 2016 and December 31, 2015 , 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 three months ended March 31, 2016 and 2015 , which included rental expense for the Company’s headquarters lease, totaled approximately $1.7 million and $1.9 million , respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the consolidated financial statements. As of March 31, 2016 and December 31, 2015 , accounts payable, accrued expenses and other liabilities included approximately $679,400 and $655,000 , 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 with the B. F. Saul Real Estate Investment Trust, a member of the Saul Organization (the “Predevelopment Agreement”). The Predevelopment Agreement, which expired on December 31, 2015, and was extended to December 31, 2016, 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 billed by the third-parties on a pro rata basis based on the acreage owned by each entity and neither party is obligated to advance funds to the other. The Company subleases its corporate headquarters space from a member of the Saul Organization. The lease commenced in March 2002, was extended in 2012 for five years , 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 $210,200 and $222,400 for the three months ended March 31, 2016 and 2015 , respectively, and is included in general and administrative expense. The B. F. Saul Insurance Agency of Maryland, Inc., a subsidiary of the B. F. Saul Company and a member of the Saul Organization, is a general insurance agency that receives commissions and fees in connection with the Company’s insurance program. Such commissions and fees amounted to $73,600 and $83,000 for the three months ended March 31, 2016 and 2015 , respectively. |
Stock Option Plans
Stock Option Plans | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Option Plans | Stock Option Plans The Company has established two stock incentive plans, the 1993 plan and the 2004 plan, as amended, (together, the “Plans”). Under the Plans, 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 following table summarizes the amount and activity of each grant with outstanding unexercised options, the total value and variables used in the computation and the amount expensed and included in general and administrative expense in the Consolidated Statements of Operations for the three months ended March 31, 2016 . Stock options issued Directors Grant date 5/1/2006 4/27/2007 4/25/2008 4/24/2009 5/7/2010 5/13/2011 5/4/2012 5/10/2013 5/9/2014 5/8/2015 Subtotals Total grant 30,000 30,000 30,000 32,500 32,500 32,500 35,000 35,000 30,000 35,000 322,500 Vested 30,000 30,000 30,000 32,500 32,500 32,500 35,000 35,000 30,000 35,000 322,500 Exercised 25,000 5,000 7,500 22,500 15,000 15,000 15,000 12,500 7,500 5,000 130,000 Forfeited 2,500 7,500 7,500 — 2,500 2,500 — — — — 22,500 Exercisable at March 31, 2016 2,500 17,500 15,000 10,000 15,000 15,000 20,000 22,500 22,500 30,000 170,000 Remaining unexercised 2,500 17,500 15,000 10,000 15,000 15,000 20,000 22,500 22,500 30,000 170,000 Exercise price $ 40.35 $ 54.17 $ 50.15 $ 32.68 $ 38.76 $ 41.82 $ 39.29 $ 44.42 $ 47.03 $ 51.07 Volatility 0.206 0.225 0.237 0.344 0.369 0.358 0.348 0.333 0.173 0.166 Expected life (years) 9.0 8.0 7.0 6.0 5.0 5.0 5.0 5.0 5.0 5.0 Assumed yield 5.93 % 4.39 % 4.09 % 4.54 % 4.23 % 4.16 % 4.61 % 4.53 % 4.48 % 4.54 % Risk-free rate 5.11 % 4.65 % 3.49 % 2.19 % 2.17 % 1.86 % 0.78 % 0.82 % 1.63 % 1.50 % Total value at grant date $ 143,400 $ 285,300 $ 254,700 $ 222,950 $ 287,950 $ 297,375 $ 257,250 $ 278,250 $ 109,500 $ 125,300 $ 2,261,975 Expensed in previous years 143,400 285,300 254,700 222,950 287,950 297,375 257,250 278,250 109,500 125,300 2,261,975 Expensed in 2016 — — — — — — — — — — — Future expense — — — — — — — — — — — Officers Grant date 4/27/2007 5/13/2011 5/4/2012 5/10/2013 5/9/2014 5/8/2015 Subtotals Grand Totals Total grant 135,000 162,500 242,500 202,500 170,000 190,000 1,102,500 1,425,000 Vested 67,500 118,750 81,875 91,250 42,500 — 401,875 724,375 Exercised 14,097 61,254 43,125 26,875 5,000 — 150,351 280,351 Forfeited 67,500 43,750 135,000 30,000 — — 276,250 298,750 Exercisable at March 31, 2016 53,403 57,496 38,750 64,375 37,500 — 251,524 421,524 Remaining unexercised 53,403 57,496 64,375 145,625 165,000 190,000 675,899 845,899 Exercise price $ 54.17 $ 41.82 $ 39.29 $ 44.42 $ 47.03 $ 51.07 Volatility 0.233 0.330 0.315 0.304 0.306 0.298 Expected life (years) 6.5 8.0 8.0 8.0 7.0 7.0 Assumed yield 4.13 % 4.81 % 5.28 % 5.12 % 4.89 % 4.94 % Risk-free rate 4.61 % 2.75 % 1.49 % 1.49 % 2.17 % 1.89 % Gross value at grant date $ 1,339,200 $ 1,366,625 $ 1,518,050 $ 1,401,300 $ 1,349,800 $ 1,584,600 $ 8,559,575 $ 10,821,550 Estimated forfeitures 62,000 367,937 889,690 280,468 168,749 141,780 1,910,624 1,910,624 Expensed in previous years 1,277,200 998,688 575,994 762,034 492,120 240,472 4,346,508 6,608,483 Expensed in 2016 — — 39,273 67,275 73,818 90,177 270,543 270,543 Future expense — — 13,093 291,523 615,113 1,112,171 2,031,900 2,031,900 Weighted average term of remaining future expense (in years) 2.5 The table below summarizes the option activity for the three months ended March 31, 2016 : Number of Shares Weighted Average Exercise Price per share Aggregate Intrinsic Value Outstanding at January 1 860,274 $ 46.58 $ 4,237,456 Granted — — — Exercised (14,375 ) 42.00 139,494 Expired/Forfeited — — Outstanding March 31 845,899 46.66 5,460,449 Exercisable March 31 421,524 45.44 3,275,643 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 March 31, 2016 , the closing share price of $ 53.02 was lower than the exercise price of the 70,903 outstanding options granted in 2007, and, therefore, those options had no intrinsic value as of March 31, 2016. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 6.9 years and 5.5 years, respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2016 | |
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 3.65% and 3.75% , would be approximately $894.8 million and $892.9 million , respectively, compared to the principal balance of $835.9 million and $832.4 million at March 31, 2016 and December 31, 2015 , 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. Where possible, the values produced by the pricing models are verified by market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs. The swap agreement terminates on July 1, 2020 . As of March 31, 2016 , the fair value of the interest-rate swap was approximately $3.6 million and is included in “Accounts payable, accrued expenses and other liabilities” in the consolidated balance sheets. The decrease in value from inception of the swap is reflected in “Other Comprehensive Income” in the Consolidated Statements of Comprehensive Income. Amounts recognized in earnings are included in Changes in Fair Value of Derivatives in the Consolidated Statements of Operations. Three Months Ended March 31, (In thousands) 2016 2015 Change in fair value: Recognized in earnings $ (7 ) $ (6 ) Recognized in other comprehensive income (688 ) (427 ) $ (695 ) $ (433 ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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 | 3 Months Ended |
Mar. 31, 2016 | |
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 2016 presentation. (Dollars in thousands) Shopping Centers Mixed-Use Properties Corporate and Other Consolidated Totals Three months ended March 31, 2016 Real estate rental operations: Revenue $ 43,446 $ 13,467 $ 13 $ 56,926 Expenses (10,154 ) (4,207 ) — (14,361 ) Income from real estate 33,292 9,260 13 42,565 Interest expense and amortization of deferred debt costs — — (11,089 ) (11,089 ) General and administrative — — (4,060 ) (4,060 ) Subtotal 33,292 9,260 (15,136 ) 27,416 Depreciation and amortization of deferred leasing costs (7,868 ) (3,167 ) — (11,035 ) Change in fair value of derivatives — — (7 ) (7 ) Net income (loss) $ 25,424 $ 6,093 $ (15,143 ) $ 16,374 Capital investment $ 2,113 $ 10,871 $ — $ 12,984 Total assets $ 920,351 $ 363,993 $ 17,291 $ 1,301,635 Three months ended March 31, 2015 Real estate rental operations: Revenue $ 39,364 $ 12,711 $ 13 $ 52,088 Expenses (9,536 ) (4,227 ) — (13,763 ) Income from real estate 29,828 8,484 13 38,325 Interest expense and amortization of deferred debt costs — — (11,406 ) (11,406 ) General and administrative — — (3,771 ) (3,771 ) Acquisition related costs (21 ) — — (21 ) Subtotal 29,807 8,484 (15,164 ) 23,127 Depreciation and amortization of deferred leasing costs (7,316 ) (3,124 ) — (10,440 ) Change in fair value of derivatives — — (6 ) (6 ) Net income (loss) $ 22,491 $ 5,360 $ (15,170 ) $ 12,681 Capital investment $ 2,946 $ 7,678 $ — $ 10,624 Total assets $ 937,619 $ 312,311 $ 20,681 $ 1,270,611 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has reviewed operating activities for the period subsequent to March 31, 2016 , and prior to the date the financial statements are issued or are available to be issued, and determined there are no subsequent events required to be disclosed. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations | 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 or more major tenants. |
Principles of Consolidation | 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. All significant intercompany balances and transactions have been eliminated in consolidation. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of Saul Centers, Inc. for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of Saul Centers, Inc. for the year ended December 31, 2015 , which are included in its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. |
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. 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 the respective leases. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. |
Assets Held for Sale | Assets Held for Sale The Company considers properties to be assets held for sale when all of the following criteria are met: • management commits to a plan to sell a property; • it is unlikely that the disposal plan will be significantly modified or discontinued; • the property is available for immediate sale in its present condition; • actions required to complete the sale of the property have been initiated; • sale of the property is probable and the Company expects the completed sale will occur within one year; and • the property is actively being marketed for sale at a price that is reasonable given its current market value. The Company must make a determination as to the point in time that it is probable that a sale will be consummated, which generally occurs when an executed sales contract has no contingencies and the prospective buyer has significant funds at risk to ensure performance. Upon designation as an asset held for sale, the Company records the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases depreciation. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include short-term investments. Short-term investments include money market accounts and other investments which generally mature within three months, measured from the acquisition date, and/or are readily convertible to cash. |
Construction In Progress | 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. |
Deferred Debt Costs | Deferred Debt Costs Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the revolving line of credit. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. |
Deferred Income | Deferred Income Deferred income consists of payments received from tenants prior to the time they are earned and recognized by the Company as revenue, including tenant prepayment of rent for future periods, real estate taxes when the taxing jurisdiction has a fiscal year differing from the calendar year, reimbursements specified in the lease agreement and tenant construction work provided by the Company. In addition, deferred income includes the fair value of certain below market leases. |
Deferred Leasing Costs | Deferred Leasing Costs Deferred leasing costs consist of commissions paid to third-party leasing agents, internal direct costs such as employee compensation and payroll-related fringe benefits directly related to time spent performing leasing-related activities for successful commercial leases and amounts attributed to in-place leases associated with acquired properties. Leasing related activities include evaluating the prospective tenant’s financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing the transaction. Unamortized deferred 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. |
Derivative Financial Instruments | Derivative Financial Instruments The Company may, when appropriate, employ derivative instruments, such as interest-rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivative or other financial instruments for trading or speculative purposes. Derivative financial instruments are carried at fair value as either assets or liabilities on the consolidated balance sheets. For those derivative instruments that qualify and are designated as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or a cash flow hedge. For those derivative instruments that qualify and are designated as hedging instruments, the effective portion of the gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and recognized in earnings within the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a derivative instrument is immediately recognized in earnings. For derivative instruments that do not qualify, or that qualify and are not designated, as hedging instruments, changes in fair value are immediately recognized in earnings. Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the derivative instrument. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions as determined by management, and therefore, it believes that the likelihood of realizing losses from counterparty non-performance is remote. |
Income Taxes | Income Taxes The Company made an election to be treated, and intends to continue operating so as to qualify, as a REIT under the Code, commencing with its taxable year ended December 31, 1993. A REIT generally will not be subject to federal income taxation, provided that distributions to its stockholders equal or exceed its REIT taxable income and it complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements. |
Legal Contingencies | Legal Contingencies The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of such matters will not have a material adverse effect on its financial position or results of operations. Upon determination that a loss is probable to occur and can be reasonably estimated, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine. |
Postemployment Benefits | Postemployment Benefits From time to time, the Company may enter into an arrangement with an employee at the time of the employee’s separation from service whereby the employee will receive certain payments in exchange for certain releases, covenants not to compete, or other promises. If no future services are required in order for the employee to receive the payments, the Company estimates the amount of payments to be made over the life of the arrangement and records that amount as an expense as of the date of the arrangement with a corresponding liability representing the amount to be paid in the future. |
Predevelopment Expenses | Predevelopment Expenses Predevelopment expenses represent certain costs incurred by the Company in connection with active development and redevelopment projects and include, for example, costs related to the early termination of tenant leases and demolition of existing structures. |
Real Estate Investment Properties | Real Estate Investment Properties The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their fair values. The fair value of buildings generally is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates and considers the present value of all cash flows expected to be generated by the property including an initial lease up period. From time to time the Company may purchase a property for future development purposes. The Company determines the fair value of above and below market intangibles associated with in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition taking into consideration the remaining contractual lease period, renewal periods, and the likelihood of the tenant exercising its renewal options. The fair value of below market lease intangibles is recorded as deferred income and accreted as additional revenue over the remaining contractual lease period and any renewal option periods included in the valuation analysis. The fair value of above market lease intangibles is recorded as a deferred asset and amortized as a reduction of revenue over the remaining contractual lease term. The Company determines the fair value of at-market in-place leases considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period and carrying costs associated with the lease-up period. Intangible assets associated with at-market in-place leases are amortized as additional expense over the remaining contractual lease term. To the extent customer relationship intangibles are present in an acquisition, the fair values of the intangibles are amortized over the lives of the customer relationships. The Company has never recorded a customer relationship intangible asset. Acquisition-related transaction costs are generally charged to expense as incurred and reported as acquisition related costs in the consolidated statements of operations. If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected. The Company did not recognize an impairment loss on any of its real estate during the three months ended March 31, 2016 and 2015 . Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under development and construction. Upon substantial completion of construction and the placement of the assets into service, rental income, real estate tax expense, property operating expenses (consisting of payroll, repairs and maintenance, utilities, insurance and other property related expenses) and depreciation are included in current operations and capitalization of interest ceases. Property operating expenses are charged to operations as incurred. Interest capitalized totaled $0.9 million and $0.3 million for the three months ended March 31, 2016 and 2015 , respectively. Commercial development projects are considered substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Multi-family residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects. Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvement expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvements, using the straight-line method. |
Revenue Recognition | Revenue Recognition Rental and interest income are accrued as earned except when doubt exists as to collectability, in which case the accrual is discontinued. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs, and are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue (“percentage rent”) is accrued when a tenant reports sales that exceed a breakpoint specified in the lease agreement. |
Stock-based Employee Compensation, Stock Plan and Deferred Compensation Plan for Directors | Stock-based Employee Compensation, Stock Plan and Deferred Compensation Plan for Directors 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 in general and administrative expenses. The Company has a stock plan, which was originally approved in 2004, amended in 2008 and 2013 and which expires in 2023, for the purpose of attracting and retaining executive officers, directors and other key personnel (the “Stock Plan”). Pursuant to the Stock Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of its directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. A director may make an annual election to defer all or part of his or her director’s fees and has the option to have the fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If the director elects to have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price 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. As of March 31, 2016 , the director's deferred fee accounts comprise 239,553 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. |
Noncontrolling Interests | Noncontrolling Interests Saul Centers is the sole general partner of the Operating Partnership, owning a 74.2% common interest as of March 31, 2016 . Noncontrolling interests in the Operating Partnership is comprised of limited partnership units owned by the Saul Organization. Noncontrolling interests reflected on the accompanying consolidated balance sheets is increased for earnings allocated to limited partnership interests and distributions reinvested in additional units, and is decreased for limited partner distributions. Noncontrolling interests reflected on the consolidated statements of operations represents earnings allocated to limited partnership interests. |
Per Share Data | 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. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the FASB issued ASU No. 2014-09 and in April 2016, the FASB issued ASU 2016-10, both of which are titled, “Revenue from Contracts with Customers” (collectively “ASU 2014-09”). ASU 2014-09 will replace most existing revenue recognition guidance and will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted but not before annual periods beginning after December 15, 2016. ASU 2014-09 must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the first date of application. We have not yet selected a transition method and are evaluating the impact that ASU 2014-09 will have on our consolidated financial statements and related disclosures. In February 2015, the FASB issued ASU No. 2015-02, “Consolidation” ("ASU 2015-02"). ASU 2015-02 modifies existing consolidation guidance for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. ASU 2015-02 is effective for annual periods beginning after December 15, 2015, and interim periods within those years. The adoption of ASU 2015-02 effective January 1, 2016, did not have a material impact on the Company’s consolidated financial statements or disclosures. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs and will require an entity to deduct transaction costs from the carrying value of the related financial liability and not record those transaction costs as a separate asset. Recognition and measurement guidance for debt issuance costs are not affected by ASU 2015-03. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those years, and must be applied retrospectively by adjusting the balance sheet of each individual period presented. The Company retrospectively adopted ASU 2015-03 effective January 1, 2016. As a result of the adoption of ASU 2015-03, the Company no longer reports its net deferred debt costs as an asset and instead reports those amounts as reduction of the carrying value of the associated debt. In February 2016, the FASB issued ASU 2016-02, ‘‘Leases’’ (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, interim periods within those years, and requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures. In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation" ("ASU 2016-09"). ASU 2016-09 simplifies the accounting for several aspects of share-based payments including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those years. The transition method varies based on the specific amendment. We are evaluating the impact that ASU 2016-09 will have on our consolidated financial statements and related disclosures. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the three months ended March 31, 2016 . |
Organization, Formation and S22
Organization, Formation and Structure (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Properties Acquired, in Development and Disposed | The following table lists the significant properties acquired, in development and disposed since December 31, 2014. Name of Property Location Type Year of Acquisition/ Development/Disposition Acquisitions 726 N. Glebe Road Arlington, VA Shopping Center 2015 Developments Park Van Ness Washington, DC Mixed-Use 2013-2016 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Construction in Progress | Construction in progress as of March 31, 2016 and December 31, 2015 , is composed of the following: (in thousands) March 31, 2016 December 31, 2015 Park Van Ness $ 86,079 $ 77,245 Other 6,619 6,271 Total $ 92,698 $ 83,516 |
Basic and Diluted Shares Outstanding | 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. As of or for the three months ended March 31, (In thousands) 2016 2015 Weighted average common stock outstanding-Basic 21,306 21,018 Effect of dilutive options 31 119 Weighted average common stock outstanding-Diluted 21,337 21,137 Non-dilutive options 291 — Years non-dilutive options were issued 2007 and 2015 |
Notes Payable, Revolving Cred24
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Debt, Including Scheduled Principal Amortization | At March 31, 2016 , 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 April 1 through December 31, 2016 $ — $ 18,607 $ 18,607 2017 14,442 25,768 40,210 2018 50,748 (a) 25,902 76,650 2019 60,794 24,614 85,408 2020 61,163 21,892 83,055 2021 11,011 21,405 32,416 Thereafter 430,930 106,296 537,226 Principal amount $ 629,088 $ 244,484 873,572 Unamortized deferred debt costs 8,381 Net $ 865,191 (a) Includes $23.0 million outstanding under the line of credit. |
Interest Expense and Amortization of Deferred Debt Costs | Interest expense and amortization of deferred debt costs for the three months ended March 31, 2016 and 2015 , were as follows: Three Months Ended March 31, (In thousands) 2016 2015 Interest incurred $ 11,677 $ 11,384 Amortization of deferred debt costs 332 362 Capitalized interest (920 ) (340 ) $ 11,089 $ 11,406 |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Options Issued | The following table summarizes the amount and activity of each grant with outstanding unexercised options, the total value and variables used in the computation and the amount expensed and included in general and administrative expense in the Consolidated Statements of Operations for the three months ended March 31, 2016 . Stock options issued Directors Grant date 5/1/2006 4/27/2007 4/25/2008 4/24/2009 5/7/2010 5/13/2011 5/4/2012 5/10/2013 5/9/2014 5/8/2015 Subtotals Total grant 30,000 30,000 30,000 32,500 32,500 32,500 35,000 35,000 30,000 35,000 322,500 Vested 30,000 30,000 30,000 32,500 32,500 32,500 35,000 35,000 30,000 35,000 322,500 Exercised 25,000 5,000 7,500 22,500 15,000 15,000 15,000 12,500 7,500 5,000 130,000 Forfeited 2,500 7,500 7,500 — 2,500 2,500 — — — — 22,500 Exercisable at March 31, 2016 2,500 17,500 15,000 10,000 15,000 15,000 20,000 22,500 22,500 30,000 170,000 Remaining unexercised 2,500 17,500 15,000 10,000 15,000 15,000 20,000 22,500 22,500 30,000 170,000 Exercise price $ 40.35 $ 54.17 $ 50.15 $ 32.68 $ 38.76 $ 41.82 $ 39.29 $ 44.42 $ 47.03 $ 51.07 Volatility 0.206 0.225 0.237 0.344 0.369 0.358 0.348 0.333 0.173 0.166 Expected life (years) 9.0 8.0 7.0 6.0 5.0 5.0 5.0 5.0 5.0 5.0 Assumed yield 5.93 % 4.39 % 4.09 % 4.54 % 4.23 % 4.16 % 4.61 % 4.53 % 4.48 % 4.54 % Risk-free rate 5.11 % 4.65 % 3.49 % 2.19 % 2.17 % 1.86 % 0.78 % 0.82 % 1.63 % 1.50 % Total value at grant date $ 143,400 $ 285,300 $ 254,700 $ 222,950 $ 287,950 $ 297,375 $ 257,250 $ 278,250 $ 109,500 $ 125,300 $ 2,261,975 Expensed in previous years 143,400 285,300 254,700 222,950 287,950 297,375 257,250 278,250 109,500 125,300 2,261,975 Expensed in 2016 — — — — — — — — — — — Future expense — — — — — — — — — — — Officers Grant date 4/27/2007 5/13/2011 5/4/2012 5/10/2013 5/9/2014 5/8/2015 Subtotals Grand Totals Total grant 135,000 162,500 242,500 202,500 170,000 190,000 1,102,500 1,425,000 Vested 67,500 118,750 81,875 91,250 42,500 — 401,875 724,375 Exercised 14,097 61,254 43,125 26,875 5,000 — 150,351 280,351 Forfeited 67,500 43,750 135,000 30,000 — — 276,250 298,750 Exercisable at March 31, 2016 53,403 57,496 38,750 64,375 37,500 — 251,524 421,524 Remaining unexercised 53,403 57,496 64,375 145,625 165,000 190,000 675,899 845,899 Exercise price $ 54.17 $ 41.82 $ 39.29 $ 44.42 $ 47.03 $ 51.07 Volatility 0.233 0.330 0.315 0.304 0.306 0.298 Expected life (years) 6.5 8.0 8.0 8.0 7.0 7.0 Assumed yield 4.13 % 4.81 % 5.28 % 5.12 % 4.89 % 4.94 % Risk-free rate 4.61 % 2.75 % 1.49 % 1.49 % 2.17 % 1.89 % Gross value at grant date $ 1,339,200 $ 1,366,625 $ 1,518,050 $ 1,401,300 $ 1,349,800 $ 1,584,600 $ 8,559,575 $ 10,821,550 Estimated forfeitures 62,000 367,937 889,690 280,468 168,749 141,780 1,910,624 1,910,624 Expensed in previous years 1,277,200 998,688 575,994 762,034 492,120 240,472 4,346,508 6,608,483 Expensed in 2016 — — 39,273 67,275 73,818 90,177 270,543 270,543 Future expense — — 13,093 291,523 615,113 1,112,171 2,031,900 2,031,900 Weighted average term of remaining future expense (in years) 2.5 |
Summary of Option Activity | The table below summarizes the option activity for the three months ended March 31, 2016 : Number of Shares Weighted Average Exercise Price per share Aggregate Intrinsic Value Outstanding at January 1 860,274 $ 46.58 $ 4,237,456 Granted — — — Exercised (14,375 ) 42.00 139,494 Expired/Forfeited — — Outstanding March 31 845,899 46.66 5,460,449 Exercisable March 31 421,524 45.44 3,275,643 |
Fair Value of Financial Instr26
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Changes in Fair Value of Derivatives | Three Months Ended March 31, (In thousands) 2016 2015 Change in fair value: Recognized in earnings $ (7 ) $ (6 ) Recognized in other comprehensive income (688 ) (427 ) $ (695 ) $ (433 ) |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Business Segments | (Dollars in thousands) Shopping Centers Mixed-Use Properties Corporate and Other Consolidated Totals Three months ended March 31, 2016 Real estate rental operations: Revenue $ 43,446 $ 13,467 $ 13 $ 56,926 Expenses (10,154 ) (4,207 ) — (14,361 ) Income from real estate 33,292 9,260 13 42,565 Interest expense and amortization of deferred debt costs — — (11,089 ) (11,089 ) General and administrative — — (4,060 ) (4,060 ) Subtotal 33,292 9,260 (15,136 ) 27,416 Depreciation and amortization of deferred leasing costs (7,868 ) (3,167 ) — (11,035 ) Change in fair value of derivatives — — (7 ) (7 ) Net income (loss) $ 25,424 $ 6,093 $ (15,143 ) $ 16,374 Capital investment $ 2,113 $ 10,871 $ — $ 12,984 Total assets $ 920,351 $ 363,993 $ 17,291 $ 1,301,635 Three months ended March 31, 2015 Real estate rental operations: Revenue $ 39,364 $ 12,711 $ 13 $ 52,088 Expenses (9,536 ) (4,227 ) — (13,763 ) Income from real estate 29,828 8,484 13 38,325 Interest expense and amortization of deferred debt costs — — (11,406 ) (11,406 ) General and administrative — — (3,771 ) (3,771 ) Acquisition related costs (21 ) — — (21 ) Subtotal 29,807 8,484 (15,164 ) 23,127 Depreciation and amortization of deferred leasing costs (7,316 ) (3,124 ) — (10,440 ) Change in fair value of derivatives — — (6 ) (6 ) Net income (loss) $ 22,491 $ 5,360 $ (15,170 ) $ 12,681 Capital investment $ 2,946 $ 7,678 $ — $ 10,624 Total assets $ 937,619 $ 312,311 $ 20,681 $ 1,270,611 |
Organization, Formation and S28
Organization, Formation and Structure (Details) | Mar. 31, 2016partnershipproperty |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Distribution of REIT taxable income (excluding net capital gains) to its stockholders | 90.00% |
Number of partnerships | partnership | 2 |
Shopping Centers | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of real estate properties | 50 |
Mixed-Use Properties | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of real estate properties | 6 |
Non-operating Development Properties | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of real estate properties | 3 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)ft²tenantstorepropertyshares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Significant Accounting Policies [Line Items] | |||
Number of tenants | tenant | 1 | ||
Number of shopping centers | store | 31 | ||
Allowance for doubtful accounts receivables | $ 1,400 | $ 1,300 | |
Period expected for the sale of property to occur | 1 year | ||
Area of real estate property (in sq ft) | ft² | 197,127 | ||
Property held-for-sale, accumulated depreciation | $ 7,000 | ||
Liabilities on property held-for-sale | 200 | ||
Deferred debt costs | 8,381 | 8,700 | |
Accumulated amortization, deferred debt costs | 6,300 | 6,200 | |
Deferred leasing costs, net | 26,815 | 26,919 | |
Accumulated amortization deferred leasing cost | 27,700 | 26,600 | |
Amortization expense deferred leasing cost | 1,600 | $ 1,400 | |
Interest capitalized | $ 920 | 340 | |
Commercial development projects, availability for occupancy, maximum period after major construction activity | 1 year | ||
Depreciation expense | $ 9,500 | 9,100 | |
Repairs and maintenance expense | $ 4,300 | $ 3,700 | |
Shares credited to directors' deferred fee accounts | shares | 239,553 | ||
Percentage of ownership in Operating Partnership | 74.20% | ||
Other Assets | |||
Significant Accounting Policies [Line Items] | |||
Property held-for-sale, book value | $ 3,400 | ||
Held-for-sale | |||
Significant Accounting Policies [Line Items] | |||
Number of real estate properties | property | 1 | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Accounts receivable, net representing rental income accrued | $ 41,900 | 41,400 | |
Allowance for doubtful accounts receivables representing rental income accrued | $ 400 | $ 500 | |
Minimum | Building | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 35 years | ||
Maximum | Building | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 50 years | ||
Maximum | Building Improvements | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 20 years | ||
Giant Food | |||
Significant Accounting Policies [Line Items] | |||
Percentage of total revenue | 4.20% | ||
Number of shopping centers | store | 9 | ||
Capital One | |||
Significant Accounting Policies [Line Items] | |||
Percentage of total revenue | 2.70% | ||
Number of shopping centers | store | 20 | ||
Albertson's/Safeway | |||
Significant Accounting Policies [Line Items] | |||
Percentage of total revenue | 2.60% | ||
Number of shopping centers | store | 9 | ||
Revenues | |||
Significant Accounting Policies [Line Items] | |||
Number of tenants | tenant | 3 | ||
Percentage of total revenue | 2.50% |
Summary of Significant Accoun30
Summary of Significant Accounting Policies - Construction in Progress (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 92,698 | $ 83,516 |
Park Van Ness | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | 86,079 | 77,245 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 6,619 | $ 6,271 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies - Basic and Diluted Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Accounting Policies [Abstract] | ||
Weighted average common stock outstanding-Basic | 21,306 | 21,018 |
Effect of dilutive options (in shares) | 31 | 119 |
Weighted average common stock outstanding-Diluted | 21,337 | 21,137 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 291 | 0 |
Real Estate Acquired and Sold -
Real Estate Acquired and Sold - Narrative (Details) | 1 Months Ended | ||
Sep. 30, 2015USD ($) | Feb. 28, 2015USD ($)a | Mar. 31, 2016USD ($)ft² | |
Business Acquisition [Line Items] | |||
Area of real estate property (in sq ft/acre) | ft² | 197,127 | ||
726 N. Glebe Road | |||
Business Acquisition [Line Items] | |||
Aggregate cost | $ 4,000,000 | ||
Property acquisition costs | $ 56,700 | ||
Westview Pad | |||
Business Acquisition [Line Items] | |||
Aggregate cost | $ 900,000 | ||
Area of real estate property (in sq ft/acre) | a | 1.1 |
Noncontrolling Interests - Ho33
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership (Details) - Noncontrolling Interest - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Noncontrolling Interest [Line Items] | ||
Percentage of ownership interest of noncontrolling interest | 25.80% | |
Limited partnership units | 7.3 | |
Limited partnership units, conversion ratio | 100.00% | |
Outstanding stock percent that should be acquired for rights to be exercised | 39.90% | |
Limited partnership units convertible into shares of common stock, eligible for conversion | 1 | |
Fully converted partnership units and diluted weighted average shares outstanding | 28.7 | 28.3 |
Notes Payable, Revolving Cred34
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Outstanding debt | $ 873,572,000 | |
Debt outstanding with fixed-rate | 835,900,000 | $ 832,400,000 |
Debt outstanding with variable-rate | 37,700,000 | 42,800,000 |
Revolving credit facility payable | 21,825,000 | 26,695,000 |
Carrying value of properties collateralizing mortgage notes | 852,200,000 | 856,800,000 |
Construction loan | 53,042,000 | 43,641,000 |
Total outstanding debt | 875,200,000 | |
Metro Pike Center Bank Loan | Fixed Rate Mortgage Notes Payable | ||
Debt Instrument [Line Items] | ||
Guarantor obligations, maximum exposure | 7,800,000 | |
Metro Pike Center Bank Loan | Variable Rate Loans Payable | ||
Debt Instrument [Line Items] | ||
Amount outstanding | 14,700,000 | |
Van Ness Square | ||
Debt Instrument [Line Items] | ||
Construction-to-permanent loan | 71,600,000 | |
Construction loan | 54,600,000 | |
Unsecured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Revolving credit facility payable | 23,000,000 | $ 28,000,000 |
Line of credit facility, maximum borrowing capacity | $ 275,000,000 | |
Extension in line of credit facility period | 1 year | |
Line of credit facility, maximum borrowing capacity | $ 251,600,000 | |
Unsecured Revolving Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Interest rate spread on LIBOR | 1.45% | |
Unsecured Revolving Credit Facility | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Interest rate spread on LIBOR | 1.45% | |
Unsecured Revolving Credit Facility | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Interest rate spread on LIBOR | 2.00% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 448,000 |
Notes Payable, Revolving Cred35
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs - Scheduled Maturities of Debt, Including Scheduled Principal Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Balloon Payments | ||
April 1 through December 31, 2016 | $ 0 | |
2,017 | 14,442 | |
2,018 | 50,748 | |
2,019 | 60,794 | |
2,020 | 61,163 | |
2,021 | 11,011 | |
Thereafter | 430,930 | |
Principal amount | 629,088 | |
Scheduled Principal Amortization | ||
April 1 through December 31, 2016 | 18,607 | |
2,017 | 25,768 | |
2,018 | 25,902 | |
2,019 | 24,614 | |
2,020 | 21,892 | |
2,021 | 21,405 | |
Thereafter | 106,296 | |
Principal amount | 244,484 | |
Total | ||
April 1 through December 31, 2016 | 18,607 | |
2,017 | 40,210 | |
2,018 | 76,650 | |
2,019 | 85,408 | |
2,020 | 83,055 | |
2,021 | 32,416 | |
Thereafter | 537,226 | |
Principal amount | 873,572 | |
Unamortized deferred debt costs | 8,381 | $ 8,700 |
Net | 865,191 | |
Debt Instrument [Line Items] | ||
Outstanding line of credit | 21,825 | 26,695 |
Unsecured Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding line of credit | $ 23,000 | $ 28,000 |
Notes Payable, Revolving Cred36
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 | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Interest incurred | $ 11,677 | $ 11,384 |
Amortization of deferred debt costs | 332 | 362 |
Capitalized interest | (920) | (340) |
Interest expense and amortization of deferred debt costs | $ 11,089 | $ 11,406 |
Stockholders' Equity and Nonc37
Stockholders' Equity and Noncontrolling Interests (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Class of Stock [Line Items] | ||
Income attributable to noncontrolling interests | $ 3,426 | $ 2,474 |
Depositary shares outstanding | 7.2 | |
6.875 Series C Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Depository shares to cumulative redeemable preferred stock ratio | 1.00% | |
Percentage of redeemable preferred stock | 6.875% | |
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | |
Annual dividend on depositary shares (in usd per share) | $ 1.71875 | |
Series C Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Percentage of redeemable preferred stock | 6.875% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2012 | Dec. 31, 2015 | |
Related Party Transactions [Abstract] | ||||
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 | $ 84,300 | $ 103,000 | ||
Deferred compensation, employee contribution, percentage | 2.00% | |||
Deferred compensation, company contribution, amount | $ 39,200 | 31,200 | ||
Number of times the employer contribution is higher than the amount deferred by employees | 300.00% | |||
Deferred compensation, cumulative unfunded liability | $ 1,900,000 | $ 1,800,000 | ||
Ancillary costs and expenses | 1,700,000 | 1,900,000 | ||
Liability due to The Saul Organization for the Company's share of these ancillary costs and expenses | 679,400 | $ 655,000 | ||
Extended lease expiration period | 5 years | |||
Percentage of annual increase in base rent | 3.00% | |||
Rent expense | 210,200 | 222,400 | ||
Insurance commissions and fees expense | $ 73,600 | $ 83,000 |
Stock Option Plans - Narrative
Stock Option Plans - Narrative (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)compensation_plan$ / sharesshares | Dec. 31, 2007shares | Dec. 31, 2015USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Number of stock incentive plans | compensation_plan | 2 | ||
Option expiration period | 10 years | ||
Option vesting period | 4 years | ||
Closing share price (in usd per share) | $ / shares | $ 53.02 | ||
Options granted (in shares) | shares | 0 | 70,903 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options | $ 5,460,449 | $ 4,237,456 | |
Weighted average remaining contractual life of the Company's outstanding options | 6 years 10 months 13 days | ||
Weighted average remaining contractual life of the Company's exercisable options | 5 years 5 months 20 days | ||
Options Issued in 2007 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of options | $ 0 |
Stock Option Plans - Stock Opti
Stock Option Plans - Stock Options Issued (Details) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Exercisable at end of period (in shares) | 421,524 |
Exercise price (in usd per share) | $ / shares | $ 42 |
Weighted average term of remaining future expense (in years) | 2 years 5 months 21 days |
Directors | 5/1/2006 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 30,000 |
Vested (in shares) | 30,000 |
Exercised (in shares) | 25,000 |
Forfeited (in shares) | 2,500 |
Exercisable at end of period (in shares) | 2,500 |
Remaining unexercised (in shares) | 2,500 |
Exercise price (in usd per share) | $ / shares | $ 40.35 |
Volatility | 0.206 |
Expected life (years) | 9 years |
Assumed yield | 5.93% |
Risk-free rate | 5.11% |
Total value at grant date | $ | $ 143,400 |
Expensed in previous years | $ | 143,400 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 4/27/2007 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 30,000 |
Vested (in shares) | 30,000 |
Exercised (in shares) | 5,000 |
Forfeited (in shares) | 7,500 |
Exercisable at end of period (in shares) | 17,500 |
Remaining unexercised (in shares) | 17,500 |
Exercise price (in usd per share) | $ / shares | $ 54.17 |
Volatility | 0.225 |
Expected life (years) | 8 years |
Assumed yield | 4.39% |
Risk-free rate | 4.65% |
Total value at grant date | $ | $ 285,300 |
Expensed in previous years | $ | 285,300 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 4/25/2008 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 30,000 |
Vested (in shares) | 30,000 |
Exercised (in shares) | 7,500 |
Forfeited (in shares) | 7,500 |
Exercisable at end of period (in shares) | 15,000 |
Remaining unexercised (in shares) | 15,000 |
Exercise price (in usd per share) | $ / shares | $ 50.15 |
Volatility | 0.237 |
Expected life (years) | 7 years |
Assumed yield | 4.09% |
Risk-free rate | 3.49% |
Total value at grant date | $ | $ 254,700 |
Expensed in previous years | $ | 254,700 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 4/24/2009 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 32,500 |
Vested (in shares) | 32,500 |
Exercised (in shares) | 22,500 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 10,000 |
Remaining unexercised (in shares) | 10,000 |
Exercise price (in usd per share) | $ / shares | $ 32.68 |
Volatility | 0.344 |
Expected life (years) | 6 years |
Assumed yield | 4.54% |
Risk-free rate | 2.19% |
Total value at grant date | $ | $ 222,950 |
Expensed in previous years | $ | 222,950 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/7/2010 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 32,500 |
Vested (in shares) | 32,500 |
Exercised (in shares) | 15,000 |
Forfeited (in shares) | 2,500 |
Exercisable at end of period (in shares) | 15,000 |
Remaining unexercised (in shares) | 15,000 |
Exercise price (in usd per share) | $ / shares | $ 38.76 |
Volatility | 0.369 |
Expected life (years) | 5 years |
Assumed yield | 4.23% |
Risk-free rate | 2.17% |
Total value at grant date | $ | $ 287,950 |
Expensed in previous years | $ | 287,950 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/13/2011 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 32,500 |
Vested (in shares) | 32,500 |
Exercised (in shares) | 15,000 |
Forfeited (in shares) | 2,500 |
Exercisable at end of period (in shares) | 15,000 |
Remaining unexercised (in shares) | 15,000 |
Exercise price (in usd per share) | $ / shares | $ 41.82 |
Volatility | 0.358 |
Expected life (years) | 5 years |
Assumed yield | 4.16% |
Risk-free rate | 1.86% |
Total value at grant date | $ | $ 297,375 |
Expensed in previous years | $ | 297,375 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/4/2012 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 35,000 |
Vested (in shares) | 35,000 |
Exercised (in shares) | 15,000 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 20,000 |
Remaining unexercised (in shares) | 20,000 |
Exercise price (in usd per share) | $ / shares | $ 39.29 |
Volatility | 0.348 |
Expected life (years) | 5 years |
Assumed yield | 4.61% |
Risk-free rate | 0.78% |
Total value at grant date | $ | $ 257,250 |
Expensed in previous years | $ | 257,250 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/10/2013 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 35,000 |
Vested (in shares) | 35,000 |
Exercised (in shares) | 12,500 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 22,500 |
Remaining unexercised (in shares) | 22,500 |
Exercise price (in usd per share) | $ / shares | $ 44.42 |
Volatility | 0.333 |
Expected life (years) | 5 years |
Assumed yield | 4.53% |
Risk-free rate | 0.82% |
Total value at grant date | $ | $ 278,250 |
Expensed in previous years | $ | 278,250 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/9/2014 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 30,000 |
Vested (in shares) | 30,000 |
Exercised (in shares) | 7,500 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 22,500 |
Remaining unexercised (in shares) | 22,500 |
Exercise price (in usd per share) | $ / shares | $ 47.03 |
Volatility | 0.173 |
Expected life (years) | 5 years |
Assumed yield | 4.48% |
Risk-free rate | 1.63% |
Total value at grant date | $ | $ 109,500 |
Expensed in previous years | $ | 109,500 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | 5/8/2015 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 35,000 |
Vested (in shares) | 35,000 |
Exercised (in shares) | 5,000 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 30,000 |
Remaining unexercised (in shares) | 30,000 |
Exercise price (in usd per share) | $ / shares | $ 51.07 |
Volatility | 0.166 |
Expected life (years) | 5 years |
Assumed yield | 4.54% |
Risk-free rate | 1.50% |
Total value at grant date | $ | $ 125,300 |
Expensed in previous years | $ | 125,300 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Directors | Subtotals | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 322,500 |
Vested (in shares) | 322,500 |
Exercised (in shares) | 130,000 |
Forfeited (in shares) | 22,500 |
Exercisable at end of period (in shares) | 170,000 |
Remaining unexercised (in shares) | 170,000 |
Total value at grant date | $ | $ 2,261,975 |
Expensed in previous years | $ | 2,261,975 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Officers | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 1,425,000 |
Vested (in shares) | 724,375 |
Exercised (in shares) | 280,351 |
Forfeited (in shares) | 298,750 |
Exercisable at end of period (in shares) | 421,524 |
Remaining unexercised (in shares) | 845,899 |
Total value at grant date | $ | $ 10,821,550 |
Estimated forfeitures | $ | 1,910,624 |
Expensed in previous years | $ | 6,608,483 |
Expensed in 2016 | $ | 270,543 |
Future expense | $ | $ 2,031,900 |
Officers | 4/27/2007 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 135,000 |
Vested (in shares) | 67,500 |
Exercised (in shares) | 14,097 |
Forfeited (in shares) | 67,500 |
Exercisable at end of period (in shares) | 53,403 |
Remaining unexercised (in shares) | 53,403 |
Exercise price (in usd per share) | $ / shares | $ 54.17 |
Volatility | 0.233 |
Expected life (years) | 6 years 6 months |
Assumed yield | 4.13% |
Risk-free rate | 4.61% |
Total value at grant date | $ | $ 1,339,200 |
Estimated forfeitures | $ | 62,000 |
Expensed in previous years | $ | 1,277,200 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Officers | 5/13/2011 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 162,500 |
Vested (in shares) | 118,750 |
Exercised (in shares) | 61,254 |
Forfeited (in shares) | 43,750 |
Exercisable at end of period (in shares) | 57,496 |
Remaining unexercised (in shares) | 57,496 |
Exercise price (in usd per share) | $ / shares | $ 41.82 |
Volatility | 0.330 |
Expected life (years) | 8 years |
Assumed yield | 4.81% |
Risk-free rate | 2.75% |
Total value at grant date | $ | $ 1,366,625 |
Estimated forfeitures | $ | 367,937 |
Expensed in previous years | $ | 998,688 |
Expensed in 2016 | $ | 0 |
Future expense | $ | $ 0 |
Officers | 5/4/2012 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 242,500 |
Vested (in shares) | 81,875 |
Exercised (in shares) | 43,125 |
Forfeited (in shares) | 135,000 |
Exercisable at end of period (in shares) | 38,750 |
Remaining unexercised (in shares) | 64,375 |
Exercise price (in usd per share) | $ / shares | $ 39.29 |
Volatility | 0.315 |
Expected life (years) | 8 years |
Assumed yield | 5.28% |
Risk-free rate | 1.49% |
Total value at grant date | $ | $ 1,518,050 |
Estimated forfeitures | $ | 889,690 |
Expensed in previous years | $ | 575,994 |
Expensed in 2016 | $ | 39,273 |
Future expense | $ | $ 13,093 |
Officers | 5/10/2013 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 202,500 |
Vested (in shares) | 91,250 |
Exercised (in shares) | 26,875 |
Forfeited (in shares) | 30,000 |
Exercisable at end of period (in shares) | 64,375 |
Remaining unexercised (in shares) | 145,625 |
Exercise price (in usd per share) | $ / shares | $ 44.42 |
Volatility | 0.304 |
Expected life (years) | 8 years |
Assumed yield | 5.12% |
Risk-free rate | 1.49% |
Total value at grant date | $ | $ 1,401,300 |
Estimated forfeitures | $ | 280,468 |
Expensed in previous years | $ | 762,034 |
Expensed in 2016 | $ | 67,275 |
Future expense | $ | $ 291,523 |
Officers | 5/9/2014 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 170,000 |
Vested (in shares) | 42,500 |
Exercised (in shares) | 5,000 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 37,500 |
Remaining unexercised (in shares) | 165,000 |
Exercise price (in usd per share) | $ / shares | $ 47.03 |
Volatility | 0.306 |
Expected life (years) | 7 years |
Assumed yield | 4.89% |
Risk-free rate | 2.17% |
Total value at grant date | $ | $ 1,349,800 |
Estimated forfeitures | $ | 168,749 |
Expensed in previous years | $ | 492,120 |
Expensed in 2016 | $ | 73,818 |
Future expense | $ | $ 615,113 |
Officers | 5/8/2015 | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 190,000 |
Vested (in shares) | 0 |
Exercised (in shares) | 0 |
Forfeited (in shares) | 0 |
Exercisable at end of period (in shares) | 0 |
Remaining unexercised (in shares) | 190,000 |
Exercise price (in usd per share) | $ / shares | $ 51.07 |
Volatility | 0.298 |
Expected life (years) | 7 years |
Assumed yield | 4.94% |
Risk-free rate | 1.89% |
Total value at grant date | $ | $ 1,584,600 |
Estimated forfeitures | $ | 141,780 |
Expensed in previous years | $ | 240,472 |
Expensed in 2016 | $ | 90,177 |
Future expense | $ | $ 1,112,171 |
Officers | Subtotals | |
Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |
Total grant (in shares) | 1,102,500 |
Vested (in shares) | 401,875 |
Exercised (in shares) | 150,351 |
Forfeited (in shares) | 276,250 |
Exercisable at end of period (in shares) | 251,524 |
Remaining unexercised (in shares) | 675,899 |
Total value at grant date | $ | $ 8,559,575 |
Estimated forfeitures | $ | 1,910,624 |
Expensed in previous years | $ | 4,346,508 |
Expensed in 2016 | $ | 270,543 |
Future expense | $ | $ 2,031,900 |
Stock Option Plans - Summary of
Stock Option Plans - Summary of Option Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2007 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 860,274 | |
Granted (in shares) | 0 | 70,903 |
Exercised (in shares) | (14,375) | |
Expired/Forfeited (in shares) | 0 | |
Outstanding at end of period (in shares) | 845,899 | |
Exercisable at end of period (in shares) | 421,524 | |
Weighted Average Exercise Price per share | ||
Outstanding at beginning of period (in usd per share) | $ 46.58 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 42 | |
Expired/Forfeited (in usd per share) | 0 | |
Outstanding at end of period (in usd per share) | 46.66 | |
Exercisable at end of period (in usd per share) | $ 45.44 | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ 4,237,456 | |
Granted | 0 | |
Exercised | $ 139,494 | |
Expired/Forfeited | ||
Outstanding at end of period | $ 5,460,449 | |
Exercisable at end of period | $ 3,275,643 |
Fair Value of Financial Instr42
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value of Financial Instruments [Line Items] | ||
Long-term debt, fixed interest rate | 3.65% | 3.75% |
Notes payable, fair value | $ 894.8 | $ 892.9 |
Notes payable, carrying value | 835.9 | $ 832.4 |
Interest Rate Swap | ||
Fair Value of Financial Instruments [Line Items] | ||
Fair value of derivative liability | $ 3.6 |
Fair Value of Financial Instr43
Fair Value of Financial Instruments - Changes in Fair Value of Swaps (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Change in fair value: | ||
Recognized in earnings | $ (7) | $ (6) |
Recognized in other comprehensive income | (688) | (427) |
Total change in fair value | $ (695) | $ (433) |
Business Segments - Narrative (
Business Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
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 | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Real estate rental operations: | |||
Revenue | $ 56,926 | $ 52,088 | |
Expenses | (14,361) | (13,763) | |
Income from real estate | 42,565 | 38,325 | |
Interest expense and amortization of deferred debt costs | (11,089) | (11,406) | |
General and administrative | (4,060) | (3,771) | |
Acquisition related costs | 0 | (21) | |
Subtotal | 27,416 | 23,127 | |
Depreciation and amortization of deferred leasing costs | (11,035) | (10,440) | |
Change in fair value of derivatives | (7) | (6) | |
Net income (loss) | 16,374 | 12,681 | |
Capital investment | 12,984 | 10,624 | |
Total assets | 1,301,635 | 1,270,611 | $ 1,295,408 |
Operating Segments | Shopping Centers | |||
Real estate rental operations: | |||
Revenue | 43,446 | 39,364 | |
Expenses | (10,154) | (9,536) | |
Income from real estate | 33,292 | 29,828 | |
Interest expense and amortization of deferred debt costs | 0 | 0 | |
General and administrative | 0 | 0 | |
Acquisition related costs | (21) | ||
Subtotal | 33,292 | 29,807 | |
Depreciation and amortization of deferred leasing costs | (7,868) | (7,316) | |
Change in fair value of derivatives | 0 | 0 | |
Net income (loss) | 25,424 | 22,491 | |
Capital investment | 2,113 | 2,946 | |
Total assets | 920,351 | 937,619 | |
Operating Segments | Mixed-Use Properties | |||
Real estate rental operations: | |||
Revenue | 13,467 | 12,711 | |
Expenses | (4,207) | (4,227) | |
Income from real estate | 9,260 | 8,484 | |
Interest expense and amortization of deferred debt costs | 0 | 0 | |
General and administrative | 0 | 0 | |
Acquisition related costs | 0 | ||
Subtotal | 9,260 | 8,484 | |
Depreciation and amortization of deferred leasing costs | (3,167) | (3,124) | |
Change in fair value of derivatives | 0 | 0 | |
Net income (loss) | 6,093 | 5,360 | |
Capital investment | 10,871 | 7,678 | |
Total assets | 363,993 | 312,311 | |
Corporate and Other | Corporate and Other | |||
Real estate rental operations: | |||
Revenue | 13 | 13 | |
Expenses | 0 | 0 | |
Income from real estate | 13 | 13 | |
Interest expense and amortization of deferred debt costs | (11,089) | (11,406) | |
General and administrative | (4,060) | (3,771) | |
Acquisition related costs | 0 | ||
Subtotal | (15,136) | (15,164) | |
Depreciation and amortization of deferred leasing costs | 0 | 0 | |
Change in fair value of derivatives | (7) | (6) | |
Net income (loss) | (15,143) | (15,170) | |
Capital investment | 0 | 0 | |
Total assets | $ 17,291 | $ 20,681 |