Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-12254 | |
Entity Registrant Name | SAUL CENTERS, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 52-1833074 | |
Entity Address, Address Line One | 7501 Wisconsin Avenue | |
Entity Address, City or Town | Bethesda | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20814 | |
City Area Code | 301 | |
Local Phone Number | 986-6200 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 23,927,240 | |
Entity Central Index Key | 0000907254 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, Par Value $0.01 Per Share | |
Trading Symbol | BFS | |
Security Exchange Name | NYSE | |
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | |
Trading Symbol | BFS/PRD | |
Security Exchange Name | NYSE | |
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share | |
Trading Symbol | BFS/PRE | |
Security Exchange Name | NYSE |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real estate investments | ||
Land | $ 511,529 | $ 511,529 |
Buildings and equipment | 1,583,705 | 1,576,924 |
Construction in progress | 365,612 | 319,683 |
Total purchase price | 2,460,846 | 2,408,136 |
Accumulated depreciation | (698,597) | (688,475) |
Real estate investments, net | 1,762,249 | 1,719,661 |
Cash and cash equivalents | 11,812 | 13,279 |
Accounts receivable and accrued income, net | 52,614 | 56,323 |
Deferred leasing costs, net | 22,855 | 22,388 |
Other assets | 18,475 | 21,651 |
Total assets | 1,868,005 | 1,833,302 |
Liabilities | ||
Notes payable, net | 959,395 | 961,577 |
Revolving credit facility payable, net | 192,134 | 161,941 |
Term loan facility payable, net | 99,419 | 99,382 |
Accounts payable, accrued expenses and other liabilities | 55,790 | 42,978 |
Deferred income | 22,970 | 23,169 |
Dividends and distributions payable | 22,462 | 22,453 |
Total liabilities | 1,352,170 | 1,311,500 |
Equity | ||
Common stock, $0.01 par value, 40,000,000 shares authorized, 24,029,935 and 24,016,009 shares issued and outstanding, respectively | 240 | 240 |
Additional paid-in capital | 447,134 | 446,301 |
Partnership units in escrow | 39,650 | 39,650 |
Distributions in excess of accumulated earnings | (277,020) | (273,559) |
Accumulated other comprehensive income | 1,402 | 2,852 |
Total Saul Centers, Inc. equity | 396,406 | 400,484 |
Noncontrolling interests | 119,429 | 121,318 |
Total equity | 515,835 | 521,802 |
Total liabilities and equity | 1,868,005 | 1,833,302 |
Series D Cumulative Redeemable Preferred Stock | ||
Equity | ||
Preferred stock, 1,000,000 shares authorized: Series D Cumulative Redeemable, 30,000 shares issued and outstanding, Series E Cumulative Redeemable, 44,000 shares issued and outstanding | 75,000 | 75,000 |
Series E Cumulative Redeemable Preferred Stock | ||
Equity | ||
Preferred stock, 1,000,000 shares authorized: Series D Cumulative Redeemable, 30,000 shares issued and outstanding, Series E Cumulative Redeemable, 44,000 shares issued and outstanding | $ 110,000 | $ 110,000 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
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 | 24,029,935 | 24,016,009 |
Common stock, shares outstanding | 24,029,935 | 24,016,009 |
Series D Cumulative Redeemable Preferred Stock | ||
Cumulative redeemable preferred stock, shares issued | 30,000 | 30,000 |
Cumulative redeemable preferred stock, shares outstanding | 30,000 | 30,000 |
Series E Cumulative Redeemable Preferred Stock | ||
Cumulative redeemable preferred stock, shares issued | 44,000 | 44,000 |
Cumulative redeemable preferred stock, shares outstanding | 44,000 | 44,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue | ||
Rental revenue | $ 61,829 | $ 60,680 |
Other | 1,220 | 1,464 |
Total revenue | 63,049 | 62,144 |
Expenses | ||
Property operating expenses | 8,785 | 9,538 |
Real estate taxes | 7,495 | 7,418 |
Interest expense, net and amortization of deferred debt costs | 11,821 | 10,602 |
Depreciation and amortization of deferred leasing costs | 12,017 | 12,327 |
General and administrative | 5,268 | 4,768 |
Total expenses | 45,386 | 44,653 |
Net Income | 17,663 | 17,491 |
Noncontrolling interests | ||
Income attributable to noncontrolling interests | (4,161) | (4,126) |
Net income attributable to Saul Centers, Inc. | 13,502 | 13,365 |
Preferred stock dividends | (2,798) | (2,798) |
Net income available to common stockholders | 10,704 | 10,567 |
Net income available to common stockholders | $ 10,704 | $ 10,567 |
Per share net income available to common stockholders | ||
Basic (in usd per share) | $ 0.45 | $ 0.44 |
Diluted (in usd per share) | $ 0.45 | $ 0.44 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 17,663 | $ 17,491 |
Other comprehensive income | ||
Change in unrealized gain on cash flow hedge | (2,014) | 0 |
Total comprehensive income | 15,649 | 17,491 |
Comprehensive income attributable to noncontrolling interests | (3,597) | (4,126) |
Total comprehensive income attributable to Saul Centers, Inc. | 12,052 | 13,365 |
Preferred stock dividends | (2,798) | (2,798) |
Total comprehensive income available to common stockholders | $ 9,254 | $ 10,567 |
Consolidated Statement of Equit
Consolidated Statement of Equity (Unaudited) - USD ($) $ in Thousands | Total | Limited Partner | Series D Cumulative Redeemable Preferred Stock | Series E Cumulative Redeemable Preferred Stock | Total Saul Centers, Inc. | Total Saul Centers, Inc. Series D Cumulative Redeemable Preferred Stock | Total Saul Centers, Inc. Series E Cumulative Redeemable Preferred Stock | Preferred Stock | Common Stock | Additional Paid-in Capital | Partnership Units in Escrow | Distributions in Excess of Accumulated Earnings | Distributions in Excess of Accumulated Earnings Series D Cumulative Redeemable Preferred Stock | Distributions in Excess of Accumulated Earnings Series E Cumulative Redeemable Preferred Stock | Accumulated Other Comprehensive Income | Noncontrolling Interests | Noncontrolling Interests Limited Partner |
Beginning Balance at Dec. 31, 2021 | $ 530,487 | $ 405,049 | $ 185,000 | $ 238 | $ 436,609 | $ 39,650 | $ (256,448) | $ 0 | $ 125,438 | ||||||||
Issuance of shares of common stock: | |||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 2,949 | $ 653 | 2,949 | 1 | 2,948 | $ 653 | |||||||||||
Issuance of shares due to exercise of employee stock options and issuance of directors’ deferred shares | 594 | 594 | 594 | ||||||||||||||
Net income | 17,491 | 13,365 | 13,365 | 4,126 | |||||||||||||
Distributions payable preferred stock: | |||||||||||||||||
Preferred stock distributions | $ (1,148) | $ (1,650) | $ (1,148) | $ (1,650) | $ (1,148) | $ (1,650) | |||||||||||
Distributions payable, common stock and partnership units | (18,917) | (13,625) | (13,625) | (5,292) | |||||||||||||
Ending Balance at Mar. 31, 2022 | 530,459 | 405,534 | 185,000 | 239 | 440,151 | 39,650 | (259,506) | 0 | 124,925 | ||||||||
Beginning Balance at Dec. 31, 2022 | 521,802 | 400,484 | 185,000 | 240 | 446,301 | 39,650 | (273,559) | 2,852 | 121,318 | ||||||||
Issuance of shares of common stock: | |||||||||||||||||
Issuance of shares pursuant to dividend reinvestment plan | 543 | 543 | 0 | 543 | |||||||||||||
Issuance of shares due to exercise of employee stock options and issuance of directors’ deferred shares | 290 | 290 | 290 | ||||||||||||||
Net income | 17,663 | 13,502 | 13,502 | 4,161 | |||||||||||||
Distributions payable preferred stock: | |||||||||||||||||
Preferred stock distributions | $ (1,148) | $ (1,650) | $ (1,148) | $ (1,650) | $ (1,148) | $ (1,650) | |||||||||||
Distributions payable, common stock and partnership units | (19,651) | (14,165) | (14,165) | (5,486) | |||||||||||||
Ending Balance at Mar. 31, 2023 | $ 515,835 | $ 396,406 | $ 185,000 | $ 240 | $ 447,134 | $ 39,650 | $ (277,020) | $ 1,402 | $ 119,429 |
Consolidated Statement of Equ_2
Consolidated Statement of Equity (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Shares pursuant to dividend reinvestment plan | 13,227 | 61,861 |
Shares due to exercise of employee stock options and issuance of directors' deferred stock | 699 | 8,007 |
Limited Partner | ||
Issuance of partnership units pursuant to dividend reinvestment plan (in shares) | 13,704 | |
Dividend Distributions Payable | ||
Distributions payable common stock, per share (in usd per share) | $ 0.59 | $ 0.57 |
Distributions partnership units, per unit (in usd per share) | 0.59 | 0.57 |
Series D Cumulative Redeemable Preferred Stock | Dividend Distributions Payable | ||
Distributions payable on preferred stock, per share (in usd per share) | 38.28 | 38.28 |
Series E Cumulative Redeemable Preferred Stock | Dividend Distributions Payable | ||
Distributions payable on preferred stock, per share (in usd per share) | $ 37.50 | $ 37.50 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income | $ 17,663 | $ 17,491 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization of deferred leasing costs | 12,017 | 12,327 |
Amortization of deferred debt costs | 559 | 477 |
Compensation costs of stock and option grants | 290 | 286 |
Credit losses (recoveries) on operating lease receivables, net | (96) | 25 |
Decrease in accounts receivable and accrued income | 3,805 | 2,277 |
Additions to deferred leasing costs | (1,519) | (496) |
Decrease in other assets | 1,083 | 2,519 |
Increase in accounts payable, accrued expenses and other liabilities | 2,495 | 6,386 |
Decrease in deferred income | (199) | (1,321) |
Net cash provided by operating activities | 36,098 | 39,971 |
Cash flows from investing activities: | ||
Additions to real estate investments | (5,019) | (2,653) |
Additions to development and redevelopment projects | (38,137) | (14,176) |
Net cash used in investing activities | (43,156) | (16,829) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 15,300 | 0 |
Repayments on notes payable | (17,419) | (36,473) |
Repayments on revolving credit facility | (11,000) | (8,000) |
Additions to deferred debt costs | (378) | (3,194) |
Proceeds from the issuance of: | ||
Common stock | 543 | 3,257 |
Partnership units | 0 | 653 |
Distributions to: | ||
Common stockholders | (14,171) | (13,583) |
Noncontrolling interests | (5,486) | (5,284) |
Net cash provided by (used in) financing activities | 5,591 | (25,423) |
Net decrease in cash and cash equivalents | (1,467) | (2,281) |
Cash and cash equivalents, beginning of period | 13,279 | 14,594 |
Cash and cash equivalents, end of period | 11,812 | 12,313 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 11,002 | 9,737 |
Accrued capital expenditures included in accounts payable, accrued expenses, and other liabilities | 29,323 | 12,135 |
Revolving Credit Facility | ||
Cash flows from financing activities: | ||
Proceeds from revolving credit facility | 41,000 | 40,000 |
Series D Cumulative Redeemable Preferred Stock | ||
Distributions to: | ||
Preferred stockholders | (1,148) | (1,149) |
Series E Cumulative Redeemable Preferred Stock | ||
Distributions to: | ||
Preferred stockholders | $ (1,650) | $ (1,650) |
Organization, Basis of Presenta
Organization, Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Basis of Presentation | Organization, Basis of Presentation Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers. The Company, which conducts all of its activities through its subsidiaries, Saul Holdings Limited Partnership, a Maryland limited partnership (the “Operating Partnership”) and two subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “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. As of March 31, 2023, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), seven mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and four (non-operating) development properties. 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. The Shopping Centers, a majority of which are anchored by one or more major tenants and 33 of which are anchored by a grocery store, offer primarily day-to-day necessities and services. Giant Food, a tenant at 11 Shopping Centers, individually accounted for 4.9% of the Company's total revenue for the three months ended March 31, 2023. No other tenant individually accounted for 2.5% or more of the Company’s total revenue, excluding lease termination fees, for the three months ended March 31, 2023. The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of March 31, 2023 and December 31, 2022, are comprised of the assets and liabilities of the Operating Partnership. Debt arrangements subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation. The Operating Partnership is a variable interest entity (“VIE”) because the limited partners do not have substantive kick-out or participating rights. The Company is the primary beneficiary of the Operating Partnership because it has the power to direct its activities and the rights to absorb 72.0% of its net income. Because the Operating Partnership is consolidated into the financial statements of the Company, classification of it as a VIE has no impact on the consolidated financial statements of the Company. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of the Company for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022, which are included in its Annual Report on Form 10-K. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those instructions. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022 have not changed significantly in number or composition. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions relate to collectability of operating lease receivables and impairment of real estate properties. Actual results could differ from those estimates. Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts Accounts receivable are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of adjustments necessary to present rental income on a straight-line basis. Individual leases are assessed for collectability and, upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends. As of March 31, 2023, of the $9.4 million of rents previously deferred, $0.3 million has been written off and $0.7 million has not yet come due. The amount that has not yet come due is included in Accounts receivable and accrued income, net in the Consolidated Balance Sheets. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used as of and for the three months ended March 31, 2023. |
Real Estate
Real Estate | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Real Estate | Real Estate Construction In Progress Construction in progress includes land, preconstruction and development costs of active projects. Preconstruction costs include legal, zoning and permitting costs and other project carrying costs incurred prior to the commencement of construction. Development costs include direct construction costs and indirect costs incurred subsequent to the start of construction such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance. Construction in progress as of March 31, 2023 and December 31, 2022, is composed of the following: (In thousands) March 31, 2023 December 31, 2022 Twinbrook Quarter $ 263,903 $ 227,672 Hampden House 92,431 80,704 Other 9,278 11,307 Total $ 365,612 $ 319,683 Leases We lease Shopping Centers and Mixed-Use Properties to lessees in exchange for monthly payments that cover rent, and, where applicable, reimbursement for property taxes, insurance, and certain property operating expenses. Our leases have been determined to be operating leases and generally range in term from one Some of our leases have termination options and/or extension options. Termination options allow the lessee and/or lessor to terminate the lease prior to the end of the lease term, provided certain conditions are met. Termination options generally require advance notification from the lessee and/or lessor and payment of a termination fee. Termination fees are recognized as revenue over the modified lease term. Extension options are subject to terms and conditions stated in the lease. An operating lease right of use asset and corresponding lease liability related to our headquarters sublease are reflected in other assets and other liabilities, respectively. The sublease expires on February 28, 2027. The right of use asset and corresponding lease liability totaled $3.0 million and $3.1 million, respectively, at March 31, 2023. Due to the business disruptions and challenges affecting the global economy caused by the novel strain of coronavirus (“COVID-19”) pandemic, many lessees requested rent relief, including rent deferrals and other lease concessions. The lease modification guidance in Accounting Standards Update 2016-02, “Accounting for Leases” does not contemplate the rapid execution of concessions for multiple tenants in response to sudden liquidity constraints of lessees. In April 2020, the staff of the Financial Accounting Standards Board issued a question and answer document that provided guidance allowing the Company to elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company elected to apply such relief, which, in the case of rent deferrals, results in the accrual of rent due from tenants. The Company will continue to monitor the collectability of rent receivables. Deferred Leasing Costs Deferred leasing costs primarily consist of initial direct costs incurred in connection with successful property leasing and amounts attributed to in-place leases associated with acquired properties. Such amounts are capitalized and amortized, using the straight-line method, over the term of the lease or the remaining term of an acquired lease. Initial direct costs primarily consist of leasing commissions, which are costs paid to third-party brokers and lease commissions paid to certain employees that are incremental to obtaining a lease and would not have been incurred if the lease had not been obtained. Unamortized deferred costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Collectively, deferred leasing costs totaled $22.9 million and $22.4 million, net of accumulated amortization of $52.1 million and $51.3 million, as of March 31, 2023 and December 31, 2022, respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the Consolidated Statements of Operations, totaled $1.0 million and $1.1 million for the three months ended March 31, 2023 and 2022, respectively. Real Estate Investment Properties Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvement expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvements, using the straight-line method. Depreciation expense in the Consolidated Statements of Operations totaled $11.0 million and $11.2 million for the three months ended March 31, 2023 and 2022, respectively. Repairs and maintenance expense totaled $3.3 million and $4.5 million for the three months ended March 31, 2023 and 2022, respectively, and is included in property operating expenses in the Consolidated Statements of Operations. As of March 31, 2023, we have not identified any impairment triggering events, including the impact of COVID-19 and corresponding tenant requests for rent relief. Therefore, under applicable GAAP guidance, no impairment charges were recorded. |
Noncontrolling Interests - Hold
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership | 3 Months Ended |
Mar. 31, 2023 | |
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 PartnershipAs of March 31, 2023, 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”) held an aggregate 26.6% limited partnership interest in the Operating Partnership represented by approximately 8.8 million convertible limited partnership units. These units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on a one-for-one basis provided that, in accordance with the Company’s Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns or will own after the exercise, 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, 2023, approximately 700,000 units could be converted into shares of Saul Centers common stock. As of March 31, 2023, a third party investor holds a 1.4% limited partnership interest in the Operating Partnership represented by 469,740 convertible limited partnership units. At the option of the unit holder, these units are convertible into shares of Saul Centers’ common stock on a one-for-one basis; provided that, in lieu of the delivery of Saul Centers’ common stock, Saul Centers may, in its sole discretion, deliver cash in an amount equal to the value of such Saul Centers’ common stock. The impact of the aggregate 28.0% limited partnership interest in the Operating Partnership held by parties other than Saul Centers is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Weighted average fully diluted partnership units and common stock outstanding for the three months ended March 31, 2023 and 2022, was approximately 34.0 million and 33.9 million, respectively. The Company previously issued 708,035 limited partnership units related to the contribution of Twinbrook Quarter that are held in escrow and will be released on October 18, 2023. Until such time as the units are released from escrow, they are not eligible to receive distributions from the Operating Partnership. |
Notes Payable, Bank Credit Faci
Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs | Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs At March 31, 2023, the Company had a $525.0 million senior unsecured credit facility (the “Credit Facility”) comprised of a $425.0 million revolving credit facility and a $100.0 million term loan. The revolving credit facility matures on August 29, 2025, which may be extended by the Company for one additional year, subject to satisfaction of certain conditions. The term loan matures on February 26, 2027, and may not be extended. Through October 2, 2022, interest accrued at the London Interbank Offered Rate (“LIBOR”) plus an applicable spread, which was determined by certain leverage tests. Effective October 3, 2022, in conjunction with the execution of the First Amendment to the Credit Facility, interest accrues at the Secured Overnight Financing Rate (“SOFR”) plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As of March 31, 2023, the applicable spread for borrowings was 140 basis points related to the revolving credit facility and 135 basis points related to the term loan. Letters of credit may be issued under the Credit Facility. On March 31, 2023, based on the value of the Company’s unencumbered properties, approximately $188.6 million was available under the Credit Facility, $294.0 million was outstanding and approximately $185,000 was committed for letters of credit. On August 23, 2022, the Company entered into two floating-to-fixed interest rate swap agreements to manage the interest rate risk associated with $100.0 million of its variable-rate debt. The effective date of each swap agreement is October 3, 2022 and each has a $50.0 million notional amount. One agreement terminates on October 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates on October 1, 2030 and effectively fixes SOFR at 2.91%. Because the interest-rate swaps effectively fix SOFR for $100.0 million of variable-rate debt, unless otherwise indicated, $100.0 million of variable-rate debt is being treated as fixed-rate debt for disclosure purposes beginning September 30, 2022. The Company has designated the agreements as cash flow hedges for accounting purposes. As of March 31, 2023, the fair value of the interest-rate swaps totaled approximately $1.9 million, which is included in Other assets in the Consolidated Balance Sheets. The increase in value from inception of the swaps is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income. On March 8, 2023, the Company closed on a 10-year, non-recourse, $15.3 million mortgage secured by BJ’s Wholesale Club in Alexandria, Virgnia. The loan matures in 2033, bears interest at a fixed-rate of 6.07%, requires monthly principal and interest payments of $99,200 based on a 25-year amortization schedule and requires a final principal payment of $11.7 million at maturity. Proceeds were used to repay the remaining balance of approximately $9.3 million on the existing mortgage and reduce the outstanding balance of the Credit Facility. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the Credit Facility. The Operating Partnership is the guarantor of (a) a portion of the Broadlands mortgage (approximately $3.6 million of the $28.6 million outstanding balance at March 31, 2023), (b) a portion of the Avenel Business Park mortgage (approximately $6.3 million of the $22.6 million outstanding balance at March 31, 2023), (c) a portion of The Waycroft mortgage (approximately $23.6 million of the $151.8 million outstanding balance at March 31, 2023), (d) the Ashbrook Marketplace mortgage (totaling $20.7 million at March 31, 2023), and (e) the mortgage secured by Kentlands Place, Kentlands Square I and Kentlands Pad (totaling $28.0 million at March 31, 2023). All other notes payable are non-recourse. The principal amount of the Company’s outstanding debt totaled approximately $1.27 billion at March 31, 2023, of which approximately $1.07 billion was fixed-rate debt and approximately $194.0 million was variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.04 billion as of March 31, 2023. At December 31, 2022, the principal amount of the Company’s outstanding debt totaled approximately $1.24 billion, of which $1.07 billion was fixed rate debt and $164.0 million was variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.04 billion as of December 31, 2022. At March 31, 2023, the future principal payments of debt, including scheduled maturities and amortization, for years ending December 31, were as follows: (In thousands) Principal Payments April 1 through December 31, 2023 $ 24,931 2024 83,966 2025 246,086 (a) 2026 162,468 2027 123,792 (b) 2028 41,863 Thereafter 583,457 Principal amount 1,266,563 Unamortized deferred debt costs 15,615 Net $ 1,250,948 (a) Includes $194.0 million outstanding under the Credit Facility. (b) Includes $100.0 million outstanding under the Credit Facility. Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the Credit Facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $15.6 million and $15.8 million, net of accumulated amortization of $8.3 million and $7.9 million, at March 31, 2023 and December 31, 2022, respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets. At March 31, 2023, deferred debt costs totaling $2.6 million and $2.9 million, related to the Twinbrook Quarter and Hampden House construction-to-permanent loans, respectively, which have no outstanding balance, are included in Other Assets in the Consolidated Balance Sheets. Interest expense, net and amortization of deferred debt costs for the three months ended March 31, 2023 and 2022, were as follows: Three Months Ended March 31, (In thousands) 2023 2022 Interest incurred $ 15,513 $ 12,313 Amortization of deferred debt costs 559 477 Capitalized interest (4,142) (2,187) Interest expense 11,930 10,603 Less: Interest income 109 1 Interest expense, net and amortization of deferred debt costs $ 11,821 $ 10,602 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Equity | Equity The consolidated statements of operations for the three months ended March 31, 2023 and 2022, reflect noncontrolling interests of $4.2 million and $4.1 million, respectively, representing income attributable to limited partnership units not held by Saul Centers. At March 31, 2023, the Company had outstanding 3.0 million depositary shares, each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock (the “Series D Stock”). The depositary shares are redeemable at the Company's option, in whole or in part, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.53125 per share, equivalent to 6.125% of the $25.00 liquidation preference. The Series D Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. At March 31, 2023, the Company had outstanding 4.4 million depositary shares, each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock (the “Series E Stock”). The depositary shares may be redeemed at the Company’s option, in whole or in part, on or after September 17, 2024, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.50 per share, equivalent to 6.000% of the $25.00 liquidation preference. The Series E Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. 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 diluted, 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. Average Shares/Options Outstanding Three Months Ended March 31, (In thousands) 2023 2022 Weighted average common stock outstanding-Basic 24,026 23,884 Effect of dilutive options — 14 Weighted average common stock outstanding-Diluted 24,026 23,898 Non-dilutive options 1,768 1,231 Years non-dilutive options were issued 2013 through 2022 2015 through 2020 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer and Treasurer 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 and Treasurer 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 6% of the employee’s cash compensation, subject to certain limits, were $111,800 and $112,200 for the three months ended March 31, 2023 and 2022, 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, 2023 and 2022, the Company credited to employee accounts $63,000 and $46,800, respectively, which is the sum of accrued earnings and up to three times the amount deferred by employees and is included in general and administrative expense. All amounts contributed by employees and credited by the Company are fully vested. The cumulative unfunded liability under this plan was $2.9 million and $3.0 million, at March 31, 2023 and December 31, 2022, respectively, and is included in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets. The Company and the Saul Organization are parties to a shared services agreement (the “Agreement”) 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. Net billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the three months ended March 31, 2023 and 2022, which included rental expense for the Company’s headquarters sublease, totaled approximately $2.7 million and $2.4 million, respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the Consolidated Statements of Operations. As of March 31, 2023 and December 31, 2022, accounts payable, accrued expenses and other liabilities included approximately $0.9 million and $1.2 million, respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses. The Company subleases its corporate headquarters space from a member of the Saul Organization. The sublease commenced in March 2002, expires in 2027, 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 $219,400 and $192,900 for the three months ended March 31, 2023 and 2022, respectively, and is included in general and administrative expense. The B. F. Saul Insurance Agency, Inc., a subsidiary of the B. F. Saul Company and a member of the Saul Organization, is a general insurance agency that receives commissions and fees in connection with the Company’s insurance program. Such commissions and fees amounted to $222,100 and $70,700 for the three months ended March 31, 2023 and 2022, respectively. |
Stock-based Employee Compensati
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors | Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors In 2004, the Company established a stock incentive plan (the “Plan”), as amended. Under the Plan, options are granted at an exercise price not less than the market value of the common stock on the date of grant and expire ten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant. The Company uses the fair value method to value and account for employee stock options. The fair value of options granted is determined at the time of the grant 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 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, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses. Pursuant to the Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If a director elects to have their fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. During the three months ended March 31, 2023, 2,347 shares were credited to director’s deferred fee accounts and 6,865 shares were issued. As of March 31, 2023, the director's deferred fee accounts comprise 116,306 shares. During the three months ended March 31, 2023, stock option expense totaling $0.3 million was included in general and administrative expense in the Consolidated Statement of Operations. As of March 31, 2023, the estimated future expense related to unvested stock options was $1.9 million. The table below summarizes the option activity for the three months ended March 31, 2023: Number of Weighted Aggregate Outstanding at January 1 1,768,375 $ 51.28 $ — Granted — — — Exercised — — — Expired/Forfeited (24,375) 47.70 — Outstanding at March 31 1,744,000 51.33 — Exercisable at March 31 1,237,250 52.76 — |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial InstrumentsThe carrying amount 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 2 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, would be approximately $935.1 million and $919.2 million, respectively, compared to the principal balance of $1.07 billion and $1.07 billion at March 31, 2023 and December 31, 2022, respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt. |
Derivatives and Hedging Activit
Derivatives and Hedging Activities | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | Derivatives and Hedging Activities The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses floating-to-fixed interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount The change in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. During the next twelve months, the Company estimates that approximately $1.6 million will be reclassified from other comprehensive income and reflected as a decrease to interest expense. The Company carries its interest-rate swaps 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 that contain inputs that are derived from observable market data. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs. As of March 31, 2023, the fair value of the interest-rate swaps was approximately $1.9 million and is included in Other assets in the Consolidated Balance Sheets. The change in value during the period is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income. The table below details the fair value and location of the interest rate swaps as of March 31, 2023 and December 31, 2022. (In thousands) Fair Values of Derivative Instruments March 31, 2023 December 31, 2022 Derivative Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Other Assets $ 1,948 Other Assets $ 3,962 The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three months ended March 31, 2023 and 2022. (In thousands) The Effect of Hedge Accounting on Other Comprehensive Income (OCI) Amount of Gain (Loss) Location of Gain (Loss) Reclassified from OCI into Income Amount of (Gain) Loss Reclassified from OCI into Income Three Months Ended March 31, Derivative Instrument 2023 2022 2023 2022 2023 2022 Interest rate swaps $ (1,618) $— Interest expense, net and amortization of deferred debt costs N/A $ (396) N/A |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and ContingenciesNeither 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, 2023 | |
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 variety 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 2023 presentation. Financial Information By Segment (In thousands) Shopping Mixed-Use Corporate Consolidated Three Months Ended March 31, 2023 Real estate rental operations: Revenue $ 44,225 $ 18,824 $ — $ 63,049 Expenses (9,260) (7,020) — (16,280) Income from real estate 34,965 11,804 — 46,769 Interest expense, net and amortization of deferred debt costs — — (11,821) (11,821) Depreciation and amortization of deferred leasing costs (7,128) (4,889) — (12,017) General and administrative — — (5,268) (5,268) Net income (loss) $ 27,837 $ 6,915 $ (17,089) $ 17,663 Capital investment $ 1,667 $ 41,489 $ — $ 43,156 Total assets $ 716,710 $ 1,133,155 $ 18,140 $ 1,868,005 Three Months Ended March 31, 2022 Real estate rental operations: Revenue $ 44,099 $ 18,045 $ — $ 62,144 Expenses (10,092) (6,864) — (16,956) Income from real estate 34,007 11,181 — 45,188 Interest expense, net and amortization of deferred debt costs — — (10,602) (10,602) Depreciation and amortization of deferred leasing costs (7,141) (5,186) — (12,327) General and administrative — — (4,768) (4,768) Net income (loss) $ 26,866 $ 5,995 $ (15,370) $ 17,491 Capital investment $ 1,500 $ 15,329 $ — $ 16,829 Total assets $ 940,049 $ 794,682 $ 20,821 $ 1,755,552 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has reviewed operating activities for the period subsequent to March 31, 2023, and determined there are no subsequent events required to be disclosed. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Nature of Operations | The Company, which conducts all of its activities through its subsidiaries, Saul Holdings Limited Partnership, a Maryland limited partnership (the “Operating Partnership”) and two subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “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. As of March 31, 2023, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), seven mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and four (non-operating) development properties. |
Principles of Consolidation | The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of March 31, 2023 and December 31, 2022, are comprised of the assets and liabilities of the Operating Partnership. Debt arrangements subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation. |
Consolidation, Variable Interest Entity | The Operating Partnership is a variable interest entity (“VIE”) because the limited partners do not have substantive kick-out or participating rights. The Company is the primary beneficiary of the Operating Partnership because it has the power to direct its activities and the rights to absorb 72.0% of its net income. Because the Operating Partnership is consolidated into the financial statements of the Company, classification of it as a VIE has no impact on the consolidated financial statements of the Company. |
Basis of Presentation | The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of the Company for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2022, which are included in its Annual Report on Form 10-K. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those instructions. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions relate to collectability of operating lease receivables and impairment of real estate properties. Actual results could differ from those estimates. |
Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts | Accounts Receivable, Accrued Income and Allowance for Doubtful AccountsAccounts receivable are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of adjustments necessary to present rental income on a straight-line basis. Individual leases are assessed for collectability and, upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and current economic trends. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used as of and for the three months ended March 31, 2023. |
Real Estate (Tables)
Real Estate (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Real Estate [Abstract] | |
Schedule of Construction in Progress | Construction in progress as of March 31, 2023 and December 31, 2022, is composed of the following: (In thousands) March 31, 2023 December 31, 2022 Twinbrook Quarter $ 263,903 $ 227,672 Hampden House 92,431 80,704 Other 9,278 11,307 Total $ 365,612 $ 319,683 |
Notes Payable, Bank Credit Fa_2
Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Scheduled Maturities of Debt, Including Scheduled Principal Amortization | At March 31, 2023, the future principal payments of debt, including scheduled maturities and amortization, for years ending December 31, were as follows: (In thousands) Principal Payments April 1 through December 31, 2023 $ 24,931 2024 83,966 2025 246,086 (a) 2026 162,468 2027 123,792 (b) 2028 41,863 Thereafter 583,457 Principal amount 1,266,563 Unamortized deferred debt costs 15,615 Net $ 1,250,948 (a) Includes $194.0 million outstanding under the Credit Facility. (b) Includes $100.0 million outstanding under the Credit Facility. |
Interest Expense and Amortization of Deferred Debt Costs | Interest expense, net and amortization of deferred debt costs for the three months ended March 31, 2023 and 2022, were as follows: Three Months Ended March 31, (In thousands) 2023 2022 Interest incurred $ 15,513 $ 12,313 Amortization of deferred debt costs 559 477 Capitalized interest (4,142) (2,187) Interest expense 11,930 10,603 Less: Interest income 109 1 Interest expense, net and amortization of deferred debt costs $ 11,821 $ 10,602 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Weighted Average Number of Shares | The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and diluted, 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. Average Shares/Options Outstanding Three Months Ended March 31, (In thousands) 2023 2022 Weighted average common stock outstanding-Basic 24,026 23,884 Effect of dilutive options — 14 Weighted average common stock outstanding-Diluted 24,026 23,898 Non-dilutive options 1,768 1,231 Years non-dilutive options were issued 2013 through 2022 2015 through 2020 |
Stock-based Employee Compensa_2
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Option Activity | The table below summarizes the option activity for the three months ended March 31, 2023: Number of Weighted Aggregate Outstanding at January 1 1,768,375 $ 51.28 $ — Granted — — — Exercised — — — Expired/Forfeited (24,375) 47.70 — Outstanding at March 31 1,744,000 51.33 — Exercisable at March 31 1,237,250 52.76 — |
Derivatives and Hedging Activ_2
Derivatives and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The table below details the fair value and location of the interest rate swaps as of March 31, 2023 and December 31, 2022. (In thousands) Fair Values of Derivative Instruments March 31, 2023 December 31, 2022 Derivative Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Other Assets $ 1,948 Other Assets $ 3,962 |
Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss) | (In thousands) The Effect of Hedge Accounting on Other Comprehensive Income (OCI) Amount of Gain (Loss) Location of Gain (Loss) Reclassified from OCI into Income Amount of (Gain) Loss Reclassified from OCI into Income Three Months Ended March 31, Derivative Instrument 2023 2022 2023 2022 2023 2022 Interest rate swaps $ (1,618) $— Interest expense, net and amortization of deferred debt costs N/A $ (396) N/A |
Business Segments (Tables)
Business Segments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segments | Financial Information By Segment (In thousands) Shopping Mixed-Use Corporate Consolidated Three Months Ended March 31, 2023 Real estate rental operations: Revenue $ 44,225 $ 18,824 $ — $ 63,049 Expenses (9,260) (7,020) — (16,280) Income from real estate 34,965 11,804 — 46,769 Interest expense, net and amortization of deferred debt costs — — (11,821) (11,821) Depreciation and amortization of deferred leasing costs (7,128) (4,889) — (12,017) General and administrative — — (5,268) (5,268) Net income (loss) $ 27,837 $ 6,915 $ (17,089) $ 17,663 Capital investment $ 1,667 $ 41,489 $ — $ 43,156 Total assets $ 716,710 $ 1,133,155 $ 18,140 $ 1,868,005 Three Months Ended March 31, 2022 Real estate rental operations: Revenue $ 44,099 $ 18,045 $ — $ 62,144 Expenses (10,092) (6,864) — (16,956) Income from real estate 34,007 11,181 — 45,188 Interest expense, net and amortization of deferred debt costs — — (10,602) (10,602) Depreciation and amortization of deferred leasing costs (7,141) (5,186) — (12,327) General and administrative — — (4,768) (4,768) Net income (loss) $ 26,866 $ 5,995 $ (15,370) $ 17,491 Capital investment $ 1,500 $ 15,329 $ — $ 16,829 Total assets $ 940,049 $ 794,682 $ 20,821 $ 1,755,552 |
Organization, Formation and Str
Organization, Formation and Structure (Details) | 3 Months Ended |
Mar. 31, 2023 store property subsidiary | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Percentage of taxable income distribution of shareholders | 90% |
Number of subsidiaries | subsidiary | 2 |
Number of shopping centers | store | 33 |
Saul Holdings Limited Partnership | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Percentage of ownership in operating partnership (as a percent) | 72% |
Giant Food | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of shopping centers | store | 11 |
Giant Food | Revenue | Customer Concentration Risk | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Percentage of total revenue (as a percent) | 4.90% |
No Individual Tenant | Revenue | Customer Concentration Risk | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Percentage of total revenue (as a percent) | 2.50% |
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 | 7 |
Non-operating Development Properties | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |
Number of real estate properties | 4 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | Mar. 31, 2023 USD ($) |
Accounting Policies [Abstract] | |
Accrued rent | $ 9.4 |
Accrued rent, write off | 0.3 |
Accrued rent, amount not yet come due | $ 0.7 |
Real Estate - Schedule of Const
Real Estate - Schedule of Construction in Progress (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Real Estate [Line Items] | ||
Construction in progress | $ 365,612 | $ 319,683 |
Twinbrook Quarter | ||
Real Estate [Line Items] | ||
Construction in progress | 263,903 | 227,672 |
Hampden House | ||
Real Estate [Line Items] | ||
Construction in progress | 92,431 | 80,704 |
Other | ||
Real Estate [Line Items] | ||
Construction in progress | $ 9,278 | $ 11,307 |
Real Estate Transactions - Narr
Real Estate Transactions - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Real Estate [Line Items] | |||
Right-of-use asset | $ 3,000,000 | ||
Operating lease liability | 3,100,000 | ||
Deferred leasing costs, net | 22,855,000 | $ 22,388,000 | |
Accumulated amortization deferred leasing cost | 52,100,000 | $ 51,300,000 | |
Depreciation expense | 11,000,000 | $ 11,200,000 | |
Repairs and maintenance expense | 3,300,000 | 4,500,000 | |
Impairment of real estate | $ 0 | ||
Minimum | |||
Real Estate [Line Items] | |||
Operating lease term of contract | 1 year | ||
Maximum | |||
Real Estate [Line Items] | |||
Operating lease term of contract | 15 years | ||
Building | Minimum | |||
Real Estate [Line Items] | |||
Estimated useful life | 35 years | ||
Building | Maximum | |||
Real Estate [Line Items] | |||
Estimated useful life | 50 years | ||
Building Improvements | Maximum | |||
Real Estate [Line Items] | |||
Estimated useful life | 20 years | ||
Lease Acquisition Costs | |||
Real Estate [Line Items] | |||
Amortization of intangible assets | $ 1,000,000 | $ 1,100,000 |
Noncontrolling Interests - Ho_2
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership (Details) - shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Noncontrolling Interest [Line Items] | |||
Limited partnership units (in shares) | 8,800,000 | 8,800,000 | |
Leasehold Interest Contributed In Contribution Agreement | |||
Noncontrolling Interest [Line Items] | |||
Number of partnership units issued in transaction (in shares) | 469,740 | ||
Noncontrolling Interests | |||
Noncontrolling Interest [Line Items] | |||
Limited partnership units, conversion ratio | 1 | 1 | |
Outstanding stock percent that should be acquired for rights to be exercised (as a percent) | 39.90% | 39.90% | |
Limited partnership units convertible into shares of common stock, eligible for conversion (in shares) | 700,000 | 700,000 | |
Fully converted partnership units and diluted weighted average shares outstanding | 34,000,000 | 33,900,000 | |
Partners capital account units placed In escrow (in shares) | 708,035 | ||
Saul Holdings Limited Partnership | |||
Noncontrolling Interest [Line Items] | |||
Percentage of ownership interest of noncontrolling interest (as a percent) | 26.60% | 26.60% | |
Saul Holdings Limited Partnership | Noncontrolling Interests | |||
Noncontrolling Interest [Line Items] | |||
Percentage of ownership interest of noncontrolling interest (as a percent) | 28% | 28% | |
Limited partnership units, conversion ratio | 1 | 1 | |
Third Party Investor | |||
Noncontrolling Interest [Line Items] | |||
Percentage of ownership interest of noncontrolling interest (as a percent) | 1.40% | 1.40% |
Notes Payable, Bank Credit Fa_3
Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs - Narrative (Details) | 3 Months Ended | |||||
Mar. 08, 2023 USD ($) | Mar. 31, 2023 USD ($) | Oct. 01, 2030 | Oct. 01, 2027 | Dec. 31, 2022 USD ($) | Aug. 23, 2022 USD ($) swap | |
Debt Instrument [Line Items] | ||||||
Revolving credit facility payable, net | $ 192,134,000 | $ 161,941,000 | ||||
Number of interest rate swaps | swap | 2 | |||||
Long-term debt | 1,250,948,000 | |||||
Principal amount | 1,266,563,000 | 1,240,000,000 | ||||
Debt outstanding with fixed-rate | 1,070,000,000 | 1,070,000,000 | ||||
Debt outstanding with variable-rate | 194,000,000 | 164,000,000 | ||||
Carrying value of properties collateralizing mortgage notes | 1,040,000,000 | 1,040,000,000 | ||||
Unamortized deferred debt costs | 15,615,000 | 15,800,000 | ||||
Debt issuance costs amortization | 8,300,000 | $ 7,900,000 | ||||
Interest Rate Swap | ||||||
Debt Instrument [Line Items] | ||||||
Derivative asset | 1,900,000 | |||||
Broadlands Village Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | 3,600,000 | |||||
Long-term debt | 28,600,000 | |||||
Avenel Business Park | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | 6,300,000 | |||||
The Waycroft Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Guarantor obligations, maximum exposure | 23,600,000 | |||||
Twinbrook Quarter | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized deferred debt costs | 2,600,000 | |||||
Hampden House | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized deferred debt costs | $ 2,900,000 | |||||
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on LIBOR | 0.10% | |||||
Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on LIBOR | 1.40% | |||||
Term Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on LIBOR | 1.35% | |||||
Unsecured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, remaining borrowing capacity | $ 188,600,000 | |||||
Revolving credit facility payable, net | 294,000,000 | |||||
Letter of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility payable, net | 185,000 | |||||
Line of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 525,000,000 | |||||
Line of Credit | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 425,000,000 | |||||
Line of Credit | Term Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | 100,000,000 | |||||
Line of Credit | Unsecured Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Revolving credit facility payable, net | 194,000,000 | |||||
Secured Debt | Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||
Secured Debt | Term Loan | Agreement Ending October 1, 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, notional amount | 50,000,000 | |||||
Secured Debt | Term Loan | Agreement Ending October 1, 2030 | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, notional amount | $ 50,000,000 | |||||
Secured Debt | Secured Overnight Financing Rate (SOFR) | Term Loan | Agreement Ending October 1, 2027 | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, fixed interest rate | 2.96% | |||||
Secured Debt | Secured Overnight Financing Rate (SOFR) | Term Loan | Agreement Ending October 1, 2030 | Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Derivative, fixed interest rate | 2.91% | |||||
Mortgages | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 9,300,000 | |||||
Mortgages | BJ’s Wholesale Club | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, term | 10 years | |||||
Debt instrument, face amount | $ 15,300,000 | |||||
Debt instrument, interest rate, stated percentage | 6.07% | |||||
Debt instrument, periodic payment | $ 99,200 | |||||
Amortization period | 25 years | |||||
Debt instrument, payment at maturity | $ 11,700,000 | |||||
Mortgages | Avenel Business Park | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 22,600,000 | |||||
Mortgages | The Waycroft Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 151,800,000 | |||||
Mortgages | Ashbrook Marketplace Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 20,700,000 | |||||
Mortgages | Kentlands Place Mortgage | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 28,000,000 |
Notes Payable, Bank Credit Fa_4
Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs - Scheduled Maturities of Debt, Including Scheduled Principal Amortization (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Principal Payments | ||
April 1 through December 31, 2023 | $ 24,931,000 | |
2024 | 83,966,000 | |
2025 | 246,086,000 | |
2026 | 162,468,000 | |
2027 | 123,792,000 | |
2028 | 41,863,000 | |
Thereafter | 583,457,000 | |
Principal amount | 1,266,563,000 | $ 1,240,000,000 |
Unamortized deferred debt costs | 15,615,000 | 15,800,000 |
Net | 1,250,948,000 | |
Outstanding line of credit | 192,134,000 | $ 161,941,000 |
Line of Credit | ||
Principal Payments | ||
Line of credit facility, maximum borrowing capacity | 525,000,000 | |
Unsecured Revolving Credit Facility | ||
Principal Payments | ||
Outstanding line of credit | 294,000,000 | |
Unsecured Revolving Credit Facility | Line of Credit | ||
Principal Payments | ||
Outstanding line of credit | 194,000,000 | |
Term Facility | Line of Credit | ||
Principal Payments | ||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 |
Notes Payable, Bank Credit Fa_5
Notes Payable, Bank 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, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest incurred | $ 15,513 | $ 12,313 |
Amortization of deferred debt costs | 559 | 477 |
Capitalized interest | (4,142) | (2,187) |
Interest expense | 11,930 | 10,603 |
Less: Interest income | 109 | 1 |
Interest expense, net and amortization of deferred debt costs | $ 11,821 | $ 10,602 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Income attributable to noncontrolling interests | $ (4,161) | $ (4,126) |
Series D Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Depositary shares outstanding (in shares) | 3 | |
Depository shares to cumulative redeemable preferred stock ratio | 1% | |
Percentage of redeemable preferred stock (as a percent) | 6.125% | |
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | |
Annual dividend on depositary shares (in usd per share) | $ 1.53125 | |
Series E Cumulative Redeemable Preferred Stock | ||
Class of Stock [Line Items] | ||
Depositary shares outstanding (in shares) | 4.4 | |
Depository shares to cumulative redeemable preferred stock ratio | 1% | |
Percentage of redeemable preferred stock (as a percent) | 6% | |
Cumulative redeemable preferred stock liquidation preference (in usd per share) | $ 25 | |
Annual dividend on depositary shares (in usd per share) | $ 1.50 |
Equity - Per Share Data (Detail
Equity - Per Share Data (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Class of Stock [Line Items] | ||
Weighted average common stock outstanding-Basic (in shares) | 24,026 | 23,884 |
Effect of dilutive options (in shares) | 0 | 14 |
Weighted average common stock outstanding-Diluted (in shares) | 24,026 | 23,898 |
Non-dilutive options | ||
Class of Stock [Line Items] | ||
Non-dilutive options (in shares) | 1,768 | 1,231 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Related Party Transactions [Abstract] | |||
Company contribution to a multi employer 401K plan at discretionary amount of employee's cash compensation, maximum percentage (as a percent) | 6% | ||
Company contribution to a multi employer 401K plan at discretionary amount of employee's cash compensation, amount | $ 111,800 | $ 112,200 | |
Deferred compensation, employee contribution (as a percent) | 2% | ||
Deferred compensation, company contribution | $ 63,000 | $ 46,800 | |
Deferred compensation, company contribution percentage | 3 | 3 | |
Deferred compensation, cumulative unfunded liability | $ 2,900,000 | $ 3,000,000 | |
Ancillary costs and expenses | 2,700,000 | $ 2,400,000 | |
Liability due to The Saul Organization for the Company's share of these ancillary costs and expenses | $ 900,000 | $ 1,200,000 | |
Percentage of annual increase in base rent (as a percent) | 3% | ||
Rent expense | $ 219,400 | 192,900 | |
Insurance commissions and fees expense | $ 222,100 | $ 70,700 |
Stock-based Employee Compensa_3
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |||
Deferred compensation (in shares) | 116,306 | 2,347 | |
Shares due to exercise of employee stock options and issuance of directors' deferred stock | 699 | 8,007 | |
Share-based payment arrangement, expense | $ 300,000 | ||
Future expense | $ 1,900,000 | 1,900,000 | |
Exercised | $ 0 | $ 43,548 | |
Closing share price (in usd per share) | $ 39 | $ 39 | |
Share-based compensation arrangement by share-based payment award, options, grants since inception | 1,800,000 | 1,800,000 | |
Weighted average remaining contractual life of the Company's outstanding options | 5 years 6 months | ||
Weighted average remaining contractual life of the Company's exercisable options | 4 years 6 months | ||
Common Stock | |||
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |||
Shares due to exercise of employee stock options and issuance of directors' deferred stock | 6,865 | ||
Employee Stock Option | |||
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |||
Expiration period | 10 years | ||
Employee Stock Option | Officer | |||
Schedule Of Share Based Compensation Arrangements By Share Based Payment Award Options [Line Items] | |||
Award vesting period | 4 years |
Stock-based Employee Compensa_4
Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors - Summary of Option Activity (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Number of Shares | ||
Outstanding at beginning of period (in shares) | 1,768,375 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Expired/Forfeited (in shares) | (24,375) | |
Outstanding at end of period (in shares) | 1,744,000 | |
Exercisable at end of period (in shares) | 1,237,250 | |
Weighted Average Exercise Price per share | ||
Outstanding at beginning of period (in usd per share) | $ 51.28 | |
Granted (in usd per share) | 0 | |
Exercised (in usd per share) | 0 | |
Expired/Forfeited (in usd per share) | 47.70 | |
Outstanding at end of period (in usd per share) | 51.33 | |
Exercisable at end of period (in usd per share) | $ 52.76 | |
Aggregate Intrinsic Value | ||
Outstanding at beginning of period | $ 0 | |
Granted | 0 | |
Exercised | 0 | $ 43,548 |
Expired/Forfeited | 0 | |
Outstanding at end of period | 0 | |
Exercisable at end of period | $ 0 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Notes payable, aggregate fair value | $ 935.1 | $ 919.2 |
Notes payable, principal balance | $ 1,070 | $ 1,070 |
Derivatives and Hedging Activ_3
Derivatives and Hedging Activities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value of Financial Instruments [Line Items] | ||
Amount of (Gain) Loss Reclassified from OCI into Income | $ (396) | |
Interest Rate Swap | ||
Fair Value of Financial Instruments [Line Items] | ||
Amount of (Gain) Loss Reclassified from OCI into Income | $ 1,600 | |
Derivative asset | $ 1,900 |
Derivatives and Hedging Activ_4
Derivatives and Hedging Activities - Fair Value and Location of the Interest Rate Swaps, and the Effect of Designating the Interest Rate Swaps as Cash Flow Hedges (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Other Assets | Interest Rate Swap | ||
Fair Value of Financial Instruments [Line Items] | ||
Derivative asset, subject to master netting arrangement, before offset | $ 1,948 | $ 3,962 |
Derivatives and Hedging Activ_5
Derivatives and Hedging Activities - Derivative Instruments, Effect on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value of Financial Instruments [Line Items] | |||
Amount of (Gain) Loss Reclassified from OCI into Income | $ (396) | ||
Interest Rate Swap | |||
Fair Value of Financial Instruments [Line Items] | |||
Amount of Gain (Loss) Recognized in OCI | $ (1,618) | $ 0 | |
Amount of (Gain) Loss Reclassified from OCI into Income | $ 1,600 |
Business Segments - Narrative (
Business Segments - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
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, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Real estate rental operations: | |||
Revenue | $ 63,049 | $ 62,144 | |
Expenses | (16,280) | (16,956) | |
Income from real estate | 46,769 | 45,188 | |
Interest expense, net and amortization of deferred debt costs | (11,821) | (10,602) | |
Depreciation and amortization of deferred leasing costs | (12,017) | (12,327) | |
General and administrative | (5,268) | (4,768) | |
Net Income | 17,663 | 17,491 | |
Capital investment | 43,156 | 16,829 | |
Total assets | 1,868,005 | 1,755,552 | $ 1,833,302 |
Operating Segments | Shopping Centers | |||
Real estate rental operations: | |||
Revenue | 44,225 | 44,099 | |
Expenses | (9,260) | (10,092) | |
Income from real estate | 34,965 | 34,007 | |
Interest expense, net and amortization of deferred debt costs | 0 | 0 | |
Depreciation and amortization of deferred leasing costs | (7,128) | (7,141) | |
General and administrative | 0 | 0 | |
Net Income | 27,837 | 26,866 | |
Capital investment | 1,667 | 1,500 | |
Total assets | 716,710 | 940,049 | |
Operating Segments | Mixed-Use Properties | |||
Real estate rental operations: | |||
Revenue | 18,824 | 18,045 | |
Expenses | (7,020) | (6,864) | |
Income from real estate | 11,804 | 11,181 | |
Interest expense, net and amortization of deferred debt costs | 0 | 0 | |
Depreciation and amortization of deferred leasing costs | (4,889) | (5,186) | |
General and administrative | 0 | 0 | |
Net Income | 6,915 | 5,995 | |
Capital investment | 41,489 | 15,329 | |
Total assets | 1,133,155 | 794,682 | |
Corporate and Other | |||
Real estate rental operations: | |||
Revenue | 0 | 0 | |
Expenses | 0 | 0 | |
Income from real estate | 0 | 0 | |
Interest expense, net and amortization of deferred debt costs | (11,821) | (10,602) | |
Depreciation and amortization of deferred leasing costs | 0 | 0 | |
General and administrative | (5,268) | (4,768) | |
Net Income | (17,089) | (15,370) | |
Capital investment | 0 | 0 | |
Total assets | $ 18,140 | $ 20,821 |
Uncategorized Items - bfs-20230
Label | Element | Value |
Twinbrook Metro Station [Member] | ||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | us-gaap_UnrealizedGainLossOnCashFlowHedgingInstruments | $ (2,014,000) |
Twinbrook Metro Station [Member] | Parent [Member] | ||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | us-gaap_UnrealizedGainLossOnCashFlowHedgingInstruments | (1,450,000) |
Twinbrook Metro Station [Member] | Noncontrolling Interest [Member] | ||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | us-gaap_UnrealizedGainLossOnCashFlowHedgingInstruments | (564,000) |
Twinbrook Metro Station [Member] | AOCI Attributable to Parent [Member] | ||
Unrealized Gain (Loss) on Cash Flow Hedging Instruments | us-gaap_UnrealizedGainLossOnCashFlowHedgingInstruments | $ (1,450,000) |