bfs-20210331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			10-Q

(Mark One)

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

SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2021

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12254


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


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

7501 Wisconsin Avenue, Bethesda, Maryland 20814

(Address of principal executive office) (Zip Code)

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

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


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

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Number of shares of common stock, par value $0.01 per share outstanding as of April 30, 2021: 23.5 million.

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SAUL CENTERS, INC.

Table of Contents


			Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

(a) Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020			4
(b) Consolidated Statements of Operations for the three months ended March 31, 2021 and 2020			5

(c) Consolidated Statements of Equity for the three months ended March 31, 2021 and 2020			6
(d) Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020			7
(e) Notes to Consolidated Financial Statements			8

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

(a) Critical Accounting Policies			24

(b) Results of Operations:
Three months ended March 31, 2021 compared to three months ended March 31, 2020			25

Same Property Revenue			27
Same Property Operating Income			29

(c) Liquidity and Capital Resources			29

Item 3. Quantitative and Qualitative Disclosures About Market Risk			34

Item 4. Controls and Procedures			35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings			36
Item 1A. Risk Factors			36
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			37
Item 3. Defaults Upon Senior Securities			37
Item 4. Mine Safety Disclosures			37
Item 5. Other Information			37
Item 6. Exhibits			37
Signatures			38

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)


(Dollars in thousands, except per share amounts)	March 31, 2021		December 31, 2020

Assets
Real estate investments
Land	$	513,074	$	511,482
Buildings and equipment	1,555,731		1,543,837
Construction in progress	151,699		69,477
	2,220,504		2,124,796
Accumulated depreciation	(617,984)		(607,706)
	1,602,520		1,517,090
Cash and cash equivalents	14,554		26,856
Accounts receivable and accrued income, net	62,645		64,917
Deferred leasing costs, net	26,169		26,872
Finance lease right-of-use asset	19,362		—
Other assets	9,006		9,837
Total assets	$	1,734,256	$	1,645,572
Liabilities
Notes payable	$	814,268	$	827,603
Construction loan payable	146,551		144,607
Revolving credit facility payable	103,548		103,913
Term loan facility payable	74,816		74,791
Accounts payable, accrued expenses and other liabilities	27,464		24,384
Deferred income	24,812		23,293
Dividends and distributions payable	19,510		19,448
Finance lease liability	19,425		—
Total liabilities	1,230,394		1,218,039
Equity
Preferred stock, 1,000,000 shares authorized:


Series D Cumulative Redeemable, 30,000 shares issued and outstanding	75,000		75,000
Series E Cumulative Redeemable, 44,000 shares issued and outstanding	110,000		110,000
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,573,804 and 23,476,626 shares issued and outstanding, respectively	236		235
Additional paid-in capital	423,787		420,625
Partnership units in escrow	79,300		—
Distributions in excess of accumulated earnings	(246,559)		(241,535)

Total Saul Centers, Inc. equity	441,764		364,325
Noncontrolling interests	62,098		63,208
Total equity	503,862		427,533
Total liabilities and equity	$	1,734,256	$	1,645,572

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(Dollars in thousands, except per share amounts)	Three Months Ended March 31,
	2021		2020
Revenue
Rental revenue	$	57,756	$	55,415
Other	968		1,528

SEC Form 10-Q filed by Saul Centers, Inc.