SAUL CENTERS, INC. This section should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes in "Item 1. Financial Statements" of this report and the more detailed information contained in the Company's Form 10-K for the year endedDecember 31, 2022 . Historical results and percentage relationships set forth in Item 1 and this section should not be taken as indicative of future operations of the Company. Capitalized terms used but not otherwise defined in this section have the meanings given to them in Item 1 of this Form 10-Q. Forward-Looking Statements Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "plans," "intends," "estimates," "anticipates," "expects," "believes" or similar expressions in this Form 10-Q. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements: •challenging domestic and global credit markets and their effect on discretionary spending; •the ability of our tenants to pay rent; •our reliance on shopping center "anchor" tenants and other significant tenants; •our substantial relationships with members of theSaul Organization ; •risks of financing, such as increases in interest rates, restrictions imposed by our debt, our ability to meet existing financial covenants and our ability to consummate planned and additional financings on acceptable terms; •our development activities; •our access to additional capital; •our ability to successfully complete additional acquisitions, developments or redevelopments, or if they are completed, whether such acquisitions, developments or redevelopments perform as expected; •risks generally incident to the ownership of real property, including adverse changes in economic conditions, changes in the investment climate for real estate, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, the relative illiquidity of real estate and environmental risks; •risks related to our status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to our status as a REIT, the effect of future changes to REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and •an epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period. Additional information related to these risks and uncertainties are included in "Risk Factors" (Part I, Item 1A of this Form 10-Q and our Annual Report on Form 10-K for the year endedDecember 31, 2022 ), "Quantitative and Qualitative Disclosures about Market Risk" (Part I, Item 3 of this Form 10-Q and Part II, Item 7A of our Annual Report on Form 10-K for the year endedDecember 31, 2022 ), and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" (Part I, Item 2 of this Form 10-Q). -19- -------------------------------------------------------------------------------- Table of Contents Impact of COVID-19 InFebruary 2023 , theDepartment of Health and Human Services declared that the federal Public Health Emergency for COVID-19 would end onMay 11, 2023 . OnApril 10, 2023 ,President Biden signed legislation ending the COVID-19 National Emergency. If the residual effects of COVID-19 result in deterioration of economic and market conditions, including supply chain issues, or if the Company's expected holding period for assets changes, subsequent tests for impairment could result in impairment charges in the future. The Company can provide no assurance that material impairment charges with respect to the Company's investment properties will not occur during future periods. As ofMarch 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 have been recorded. However, we have yet to see the long-term effects of COVID-19 and the extent to which it may impact our tenants in the future. Indications of a tenant's inability to continue as a going concern, changes in our view or strategy relative to a tenant's business or industry as a result of COVID-19, or changes in our long-term hold strategies, could be indicative of an impairment triggering event. Accordingly, the Company will continue to monitor circumstances and events in future periods to determine whether impairment charges are warranted.
As of
The Company is and will continue to be actively engaged in collection efforts related to uncollected rent, and the Company will continue to work with certain tenants who request rent deferrals, however, the Company can provide no assurance that such efforts or our efforts in future periods will be successful. Deferral agreements executed with certain tenants as a result of business disruption that occurred at the onset of the COVID-19 pandemic generally deferred 30 to 90 days of rent, operating expense and real estate tax recovery payments until a later time in the lease term with repayment typically occurring over a 12-month period generally commencing in 2021. We continued to accrue rental revenue during the deferral period. The following is a summary of the Company's executed rent deferral agreements and repayments as ofApril 30, 2023 , with the exception of amounts due, which are as ofMarch 31, 2023 . Rent Deferral Agreements (Dollars in thousands) Total Deferred Amount Amount Collection Percentage (based
Rent Amount Due Written Off AmountUnpaid Collected on payments currently due)$ 9,366 $ 8,624 $ 349 $ 41$ 8,234 95 % The extent of the effects of COVID-19 on the Company's business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Item 1A. Risk Factors. We anticipate that some tenants eventually will not be able to pay amounts due and we will incur losses against our rent receivables. The extent and timing of the recognition of such losses will depend on future developments, which are highly uncertain and cannot be predicted. Management considers reserves established as ofMarch 31, 2023 , against such potential losses to be reasonable and adequate. Rent collections during the first quarter and rent relief requests to-date may not be indicative of collections or requests in any future period.
General
The following discussion is based primarily on the consolidated financial
statements of the Company as of and for the three months ended
Overview
The Company's primary strategy is to continue to focus on diversification of its assets through development of transit-oriented, residential mixed-use projects in theWashington, D.C. metropolitan area. The Company's operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the addition of pad sites, and supplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers. The Company has a pipeline of entitled sites in its portfolio, some of which are currently shopping center operating properties, for development of up to 3,700 apartment units and 975,000 square feet of retail and office space. All such sites are located adjacent toWashington Metropolitan Area Transit Authority red line Metro stations inMontgomery County, Maryland . -20-
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The Company intends to selectively add free-standing pad site buildings within its Shopping Center portfolio and replace underperforming tenants with tenants that generate strong traffic, including anchor stores such as supermarkets and drug stores. The Company has executed leases or leases are under negotiation for seven future pad sites. In recent years, there has been a limited amount of quality properties for sale and pricing of those properties has escalated. Accordingly, management believes acquisition opportunities for investment in existing and new shopping center and mixed-use properties in the near future is uncertain. Nevertheless, because of the Company's conservative capital structure, including its cash and capacity under its revolving credit facility, management believes that the Company is positioned to take advantage of additional investment opportunities as attractive properties are identified and market conditions improve. (See "Item 1. Business - Capital Policies".) It is management's view that several of the sub-markets in which the Company operates have, or are expected to have in the future, attractive supply/demand characteristics. The Company will continue to evaluate acquisition, development and redevelopment as integral parts of its overall business plan. Prior to the COVID-19 pandemic, economic conditions within the localWashington, DC metropolitan area were relatively stable. Issues facing the Federal government relating to taxation, spending and interest rate policy will likely continue to impact the office, retail and residential real estate markets over the coming years. Because the majority of the Company's property operating income is produced by our Shopping Centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion or closure plans. Based on our observations, we continue to adapt our marketing and merchandising strategies in ways to maximize our future performance. The Company's Commercial leasing percentage, on a same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, increased to 93.9% as ofMarch 31, 2023 , from 92.5% as ofMarch 31, 2022 . The Company maintains a ratio of total debt to total asset value of under 50%, which allows the Company to obtain additional secured borrowings if necessary. As ofMarch 31, 2023 , including the$100.0 million hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2024 to 2041 represented approximately 84.7% of the Company's notes payable, thus mitigating refinancing risk. The Company's unhedged variable-rate debt consists of$194.0 million outstanding under the Credit Facility. As ofMarch 31, 2023 , the Company has availability of approximately$188.6 million under its Credit Facility. Although it is management's present intention to concentrate future acquisition and development activities on transit-centric, residential mixed-use properties and grocery-anchored shopping centers in theWashington, D.C. /Baltimore metropolitan area, the Company may, in the future, also acquire other types of real estate in other areas of the country as opportunities present themselves. The Company plans to continue to diversify in terms of property types, locations, size and market, and it does not set any limit on the amount or percentage of assets that may be invested in any one property or any one geographic area. The following table sets forth average annualized base rent per square foot and average annualized effective rent per square foot for the Company's Commercial properties (all properties except for the apartments within The Waycroft, Clarendon Center andPark Van Ness properties). For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions. Commercial
Rents per Square Foot
Three Months Ended March 31, 2022 to 2023 Change
2023 2022 Amount Percent
Base rent $ 20.65 $ 20.62 $ 0.03 0.15 %
Effective rent $ 19.08 $ 18.97 $ 0.11 0.58 %
Recent Developments
The Company is developing Twinbrook Quarter Phase I ("Phase I") located in
Rockville, Maryland . Phase I includes an 80,000 square foot Wegmans,
approximately 25,000 square feet of small shop space, 450 apartments and a
230,000 square foot office building. The office tower portion of Phase I is not
being constructed at this time. In connection with the development of the
residential and retail portions of Phase I, we must also invest in
infrastructure and other items that will support both Phase I and other portions
of the development of Twinbrook Quarter . The total cost of the project is
expected to be approximately $331.5 million , of which $271.4 million is related
to the development of the residential and retail portions of Phase I and $60.1
million is related to infrastructure and other items. A portion of the project
will be financed by a $145.0 million construction-to-permanent loan. Concrete
work is substantially complete and pre-cast façade panels, masonry and windows
are being installed. Initial delivery of Phase I is anticipated in late 2024.
The development potential of all phases
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of the entire 18.4 acre
The Company is developingHampden House , a project located in downtownBethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. The total cost of the project is expected to be approximately$246.4 million , a portion of which will be financed by a$133.0 million construction-to-permanent loan. Excavation is complete and below grade construction of the parking garage is in progress. Construction is expected to be completed during 2025. Critical Accounting Policies The Company's financial statements are prepared in accordance with GAAP, which requires management to make certain estimates and assumptions that affect the reporting of financial position and results of operations. If judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of the financial statements. The Company has identified the following policies that, due to estimates and assumptions inherent in these policies, involve a relatively high degree of judgment and complexity.
Real Estate Investments
Real estate investment properties are stated at historic cost less depreciation. Although the Company intends to own its real estate investment properties over a long term, from time to time it will evaluate its market position, market conditions, and other factors and may elect to sell properties that do not conform to the Company's investment profile. Management believes that the Company's real estate assets have generally appreciated in value since their acquisition or development and, accordingly, the aggregate current value exceeds their aggregate net book value and also exceeds the value of the Company's liabilities as reported in the financial statements. Because the financial statements are prepared in conformity with GAAP, they do not report the current value of the Company's real estate investment properties. If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying amount of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors when identifying impairment indicators including recurring operating losses, significant decreases in occupancy, and significant adverse changes in market conditions, legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying amount of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying amount is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The fair value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management's projections, the valuation could be negatively or positively affected.
Accounts Receivable, Accrued Income, and Allowance for Doubtful Accounts
Accounts receivable primarily represent amounts currently due from tenants in
accordance with the terms of their respective leases. 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. We also assess whether operating
lease receivables, at the portfolio level, are appropriately valued based upon
an analysis of balances outstanding, effects of tenant bankruptcies, historical
levels of bad debt and current economic trends. Additionally, because of the
uncertainties related to the impact of the COVID-19 pandemic, our assessment
also takes into consideration the types of business conducted by tenants and
current discussions with the tenants, as well as recent rent collection
experience. Evaluating and estimating uncollectable lease payments and related
receivables requires a significant amount of judgment by management and is based
on the best information available to management at the time of evaluation.
Actual results could differ from these estimates.
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Legal Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of current matters will not have a material adverse effect on its financial position or the results of operations. Upon determination that a loss is probable to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine.
Results of Operations
Three months ended
Net income for the 2023 Quarter increased to$17.7 million from$17.5 million for the 2022 Quarter. Significant changes in revenue and expenses are discussed below. Revenue Three Months Ended March 31, 2022 to 2023 Change (Dollars in thousands) 2023 2022 Amount Percent Base rent$ 51,448 $ 49,815 $ 1,633 3.3 % Expense recoveries 8,912 9,724 (812) (8.4) % Percentage rent 903 679 224 33.0 % Other property revenue 470 487 (17) (3.5) % Credit (losses) recoveries on operating lease receivables, net 96 (25) 121 NM Rental revenue 61,829 60,680 1,149 1.9 % Other revenue 1,220 1,464 (244) (16.7) % Total revenue$ 63,049 $ 62,144 $ 905 1.5 % NM = Not Meaningful
Total revenue increased 1.5% in the 2023 Quarter compared to the 2022 Quarter, as described below.
Base rent. The$1.6 million increase in base rent in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to (a) higher base rent at The Waycroft of$0.8 million and (b) higher base rent across the portfolio, exclusive of The Waycroft, of$0.8 million . Expense recoveries. The$0.8 million decrease in expense recoveries in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to a decrease in recoverable property operating expenses.
Percentage rent. The
Other revenue. The$0.2 million decrease in other revenue in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to lower termination fees of$0.3 million , partially offset by higher parking revenue of$0.1 million . -23-
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Expenses
Three Months Ended March 31, 2022 to 2023 Change
(Dollars in thousands) 2023 2022 Amount Percent
Property operating expenses $ 8,785 $ 9,538 $ (753) (7.9) %
Real estate taxes 7,495 7,418 77 1.0 %Interest expense, net and amortization of deferred debt costs
11,821 10,602 1,219 11.5 %
Depreciation and amortization of deferred leasing
costs 12,017 12,327 (310) (2.5) %
General and administrative 5,268 4,768 500 10.5 %
Total expenses $ 45,386 $ 44,653 $ 733 1.6 %
Total expenses increased 1.6% in the 2023 Quarter compared to the 2022 Quarter, as described below.
Property operating expenses. The$0.8 million decrease in property operating expenses in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to (a) lower repairs and maintenance expenses across the portfolio of$1.2 million , primarily due to lower snow removal costs, partially offset by (b) increased insurance premiums of$0.1 million and (c) increased legal expenses of$0.1 million . Interest expense, net and amortization of deferred debt costs. The$1.2 million increase in interest expense, net and amortization of deferred debt costs in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to (a) higher interest incurred of$2.0 million due to a higher weighted average interest rate over the period and (b) higher interest incurred of$1.1 million due to higher average outstanding debt balances over the period, partially offset by (c) higher capitalization of interest of$2.0 million related toTwinbrook Quarter andHampden House .
Depreciation and amortization of deferred leasing costs. The
General and Administrative. The
Same property revenue and same property operating income
Same property revenue and same property operating income are non-GAAP financial measures of performance and improve the comparability of these measures by excluding the results of properties which were not in operation for the entirety of the comparable reporting periods. We define same property revenue as total revenue minus the revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, (d) change in fair value of derivatives, and (e) loss on the early extinguishment of debt minus (f) gains on property dispositions and (g) the operating income of properties that were not in operation for the entirety of the comparable periods.
Other REITs may use different methodologies for calculating same property revenue and same property operating income. Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs.
Same property revenue and same property operating income are used by management
to evaluate and compare the operating performance of our properties, and to
determine trends in earnings, because these measures are not affected by the
cost of our funding, the impact of depreciation and amortization expenses, gains
or losses from the acquisition and sale of operating real estate assets, general
and administrative expenses or other gains and losses that relate to ownership
of our properties. We believe the exclusion of these items from property revenue
and property operating income is useful because the resulting measures capture
the actual revenue generated and actual expenses incurred by operating our
properties.
Same property revenue and same property operating income are measures of the
operating performance of our properties but do not measure our performance as a
whole. Such measures are therefore not substitutes for total revenue, net income
or operating income as computed in accordance with GAAP.
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The tables below provide reconciliations of total property revenue and property
operating income under GAAP to same property revenue and operating income for
the indicated periods. No properties were excluded from same property results.
Same property revenue
(in thousands) Three Months Ended March 31,
2023 2022
Total revenue $ 63,049 $ 62,144
Less: Acquisitions, dispositions and development properties - -
Total same property revenue $ 63,049 $ 62,144
Shopping Centers $ 44,225 $ 44,099
Mixed-Use properties 18,824 18,045
Total same property revenue $ 63,049 $ 62,144
Total Shopping Center revenue $
44,225
- -
Total same Shopping Center revenue $
44,225
Total Mixed-Use property revenue $
18,824
- -
Total same Mixed-Use revenue $
18,824
The$0.9 million increase in same property revenue for the 2023 Quarter compared to the 2022 Quarter was primarily due to (a) higher base rent at The Waycroft of$0.8 million and (b) higher base rent across the portfolio, exclusive of The Waycroft, of$0.8 million , partially offset by (c) lower expense recoveries of$0.8 million .
Mixed-Use same property revenue is composed of the following:
Three Months Ended March 31,
(In thousands) 2023 2022
Office mixed-use properties (1) $ 9,145 $ 9,488
Residential mixed-use properties (retail activity) (2) 1,147 963
Residential mixed-use properties (residential activity) (3)
8,532 7,594
Total Mixed-Use same property revenue $
18,824
(1)Includes Avenel Business Park , Clarendon Center - North and South Blocks,601 Pennsylvania Avenue andWashington Square (2)Includes The Waycroft andPark Van Ness (3)Includes Clarendon South Block, The Waycroft and Park Van Ness -25- -------------------------------------------------------------------------------- Table of Contents Same property operating income Three Months Ended March 31, (In thousands) 2023 2022 Net income$ 17,663 $ 17,491
Add: Interest expense, net and amortization of
deferred debt costs 11,821
10,602
Add: Depreciation and amortization of deferred
leasing costs 12,017
12,327
Add: General and administrative 5,268
4,768
Property operating income 46,769
45,188
Less: Acquisitions, dispositions and development
properties - - Total same property operating income$ 46,769 $ 45,188 Shopping Centers$ 34,965 $ 34,007 Mixed-Use properties 11,804 11,181 Total same property operating income$ 46,769
Shopping Center operating income$ 34,965
Less: Shopping Center acquisitions, dispositions and
development properties - - Total same Shopping Center operating income$ 34,965
Mixed-Use property operating income$ 11,804
Less: Mixed-Use acquisitions, dispositions and
development properties - -
Total same Mixed-Use property operating income
Same property operating income increased$1.6 million , or 3.5%, for the 2023 Quarter compared to the 2022 Quarter. Shopping Center same property operating income for the 2023 Quarter totaled$35.0 million , a$1.0 million increase from the 2022 Quarter. Mixed-Use same property operating income totaled$11.8 million , a$0.6 million increase from the 2022 Quarter. Same property operating income increased primarily due to (a) higher base rent at The Waycroft of$0.8 million and (b) higher base rent across the portfolio, exclusive of The Waycroft, of$0.8 million .
Mixed-Use same property operating income is composed of the following:
Three Months Ended March 31,
(In thousands) 2023 2022
Office mixed-use properties (1) $ 5,708 $ 6,053
Residential mixed-use properties (retail activity) (2) 807 692
Residential mixed-use properties (residential activity) (3)
5,289 4,436
Total Mixed-Use same property operating income $
11,804
(1)Includes Avenel Business Park , Clarendon Center - North and South Blocks,601 Pennsylvania Avenue andWashington Square (2)Includes The Waycroft andPark Van Ness (3)Includes Clarendon South Block, The Waycroft and Park Van Ness
Liquidity and Capital Resources
Cash and cash equivalents totaled$11.8 million and$12.3 million atMarch 31, 2023 and 2022, respectively. The Company maintains cash balances at various financial institutions and, from time to time, those balances may exceed federally insured limits. The Company has not experienced any losses on such deposits and actively monitors its banking relationships to mitigate its exposure to significant credit risk on those deposits. The Company's cash flow is affected by its operating, investing and financing activities, as described below. -26-
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Three Months Ended March 31,
(In thousands) 2023 2022
Net cash provided by operating activities $ 36,098 $ 39,971
Net cash used in investing activities (43,156) (16,829)
Net cash provided by (used in) financing activities 5,591 (25,423)
Net decrease in cash and cash equivalents $ (1,467) $ (2,281)
Operating Activities
Net cash provided by operating activities represents cash received primarily
from rental revenue, plus other revenue, less property operating expenses,
leasing costs, normal recurring general and administrative expenses and interest
payments on debt outstanding.
Investing Activities
Net cash used in investing activities includes property acquisitions,
developments, redevelopments, tenant improvements and other property capital
expenditures. The $26.3 million increase in cash used in investing activities is
primarily due to (a) increased development expenditures of $24.0 million and (b)
increased additions to real estate investments throughout the portfolio of $2.4
million .
Financing Activities
Net cash provided by (used in) financing activities represents (a) cash used to
repay and curtail loans, redeem preferred stock and pay dividends and
distributions to holders of common stock, preferred stock and limited
partnership units minus (b) cash received from loan proceeds and issuance of
common stock, preferred stock and limited partnership units. See note 5 to the
consolidated financial statements for a discussion of financing activity.
Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring operating expenses and capital expenditures, debt service requirements (including debt service relating to additional and replacement debt), distributions to common and preferred stockholders, distributions to unit holders, and amounts required for expansion and renovation of theCurrent Portfolio Properties and selective acquisition and development of additional properties. In order to qualify as a REIT for federal income tax purposes, the Company must distribute to its stockholders at least 90% of its "real estate investment trust taxable income," as defined in the Code. The Company expects to meet these short-term liquidity requirements (other than amounts required for additional property acquisitions and developments) through cash provided from operations, available cash and its existing line of credit. The Company is developing Twinbrook Quarter Phase I located inRockville, Maryland . Phase I includes an 80,000 square foot Wegmans, approximately 25,000 square feet of small shop space, 450 apartments and a 230,000 square foot office building. The office tower portion of Phase I is not being constructed at this time. In connection with the development of the residential and retail portions of Phase I, we must also invest in infrastructure and other items that will support both Phase I and other portions of the development ofTwinbrook Quarter . The total cost of the project is expected to be approximately$331.5 million , of which$271.4 million is related to the development of the residential and retail portions of Phase I and$60.1 million is related to infrastructure and other items. A portion of the project will be financed by a$145.0 million construction-to-permanent loan. Concrete work is substantially complete and pre-cast façade panels, masonry and windows are being installed. Initial delivery of Phase I is anticipated in late 2024. The development potential of all phases of the entire 18.4 acreTwinbrook Quarter site totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space. The Company is developingHampden House , a project located in downtownBethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. The total cost of the project is expected to be approximately$246.4 million , a portion of which will be financed by a$133.0 million construction-to-permanent loan. Excavation is complete and below grade construction of the parking garage is in progress. Construction is expected to be completed during 2025.
Long-term liquidity requirements consist primarily of obligations under our long-term debt and dividends paid to our preferred shareholders. The Company anticipates that long-term liquidity requirements will also include amounts required for property acquisitions and developments.
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The Company may also redevelop certain of theCurrent Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management's determination that such properties are expected to provide long-term earnings and cash flow growth. During the remainder of the year, developments, expansions or acquisitions (if any) are expected to be funded with available cash, bank borrowings from the Company's Credit Facility, construction and permanent financing, proceeds from the operation of the Company's Dividend Reinvestment Plan ("DRIP") or other external debt or equity capital resources available to the Company. Any future borrowings may be at theSaul Centers ,Operating Partnership orSubsidiary Partnership level. The availability and terms of any such financing will depend upon market and other conditions.
Dividend Reinvestments
The Company has a DRIP that allows its common stockholders and holders of limited partnership interests an opportunity to buy additional shares of common stock by reinvesting all or a portion of their dividends or distributions. The DRIP provides for investing in newly issued shares of common stock at a 3% discount from market price without payment of any brokerage commissions, service charges or other expenses. All expenses of the DRIP are paid by the Company. The Company issued 11,579 and 60,495 shares pursuant to the DRIP at a weighted average discounted price of$41.06 and$47.66 per share, during the three months endedMarch 31, 2023 and 2022, respectively. The Company did not issue any limited partnership units pursuant to the DRIP during the three months endedMarch 31, 2023 . The Company issued 13,704 limited partnership units pursuant to the DRIP at a weighted average price of$48.16 per unit during the three months endedMarch 31, 2022 . The Company also credited 1,648 and 1,366 shares to directors pursuant to the reinvestment of dividends specified by the Directors' Deferred Compensation Plan at a weighted average discounted price of$41.06 and$47.66 per share, during the three months endedMarch 31, 2023 and 2022, respectively.
Capital Strategy and Financing Activity
As a general policy, the Company intends to maintain a ratio of its total debt to total asset value of 50% or less and to actively manage the Company's leverage and debt expense on an ongoing basis in order to maintain prudent coverage of fixed charges. Asset value is the aggregate fair market value of theCurrent Portfolio Properties and any subsequently acquired properties as reasonably determined by management by reference to the properties' aggregate cash flow. Given the Company's current debt level, it is management's belief that the ratio of the Company's debt to total asset value was below 50% as ofMarch 31, 2023 . The organizational documents of the Company do not limit the absolute amount or percentage of indebtedness that it may incur. The Board of Directors may, from time to time, reevaluate the Company's debt/capitalization strategy in light of current economic conditions, relative costs of capital, market values of the Company's property portfolio, opportunities for acquisition, development or expansion, and such other factors as the Board of Directors then deems relevant. The Board of Directors may modify the Company's debt/capitalization policy based on such a reevaluation without shareholder approval and consequently, may increase or decrease the Company's debt to total asset ratio above or below 50% or may waive the policy for certain periods of time. The Company selectively continues to refinance or renegotiate the terms of its outstanding debt in order to achieve longer maturities, and obtain generally more favorable loan terms, whenever management determines the financing environment is favorable. AtMarch 31, 2023 , the Company had a$525.0 million Credit Facility comprised of a$425.0 million revolving credit facility and a$100.0 million term loan. The revolving credit facility matures onAugust 29, 2025 , which may be extended by the Company for one additional year, subject to satisfaction of certain conditions. The term loan matures onFebruary 26, 2027 , and may not be extended. ThroughOctober 2, 2022 , interest accrued at a rate of LIBOR plus an applicable spread, which was determined by certain leverage tests. EffectiveOctober 3, 2022 , in conjunction with the execution of the First Amendment to the Credit Facility, interest accrues at a rate of SOFR plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As ofMarch 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. OnMarch 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.
The Credit Facility requires the Company and its subsidiaries to maintain compliance with certain financial covenants. The material covenants require the Company, on a consolidated basis, to:
•limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);
•limit the amount of debt so that interest coverage will exceed 2.0x on a trailing four-quarter basis (interest expense coverage); and
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•limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.4x on a trailing four-quarter basis (fixed charge coverage).
As of
OnAugust 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 isOctober 3, 2022 and each has a$50.0 million notional amount. One agreement terminates onOctober 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates onOctober 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 beginningSeptember 30, 2022 . The Company has designated the agreements as cash flow hedges for accounting purposes. OnMarch 8, 2023 , the Company closed on a 10-year, non-recourse,$15.3 million mortgage secured by BJ's Wholesale Club inAlexandria, Virginia . 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.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on the Company's financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. Funds From Operations Funds From Operations (FFO)1 available to common stockholders and noncontrolling interests for the 2023 Quarter totaled$26.9 million , a decrease of 0.5% compared to the 2022 Quarter. FFO available to common stockholders and noncontrolling interests decreased primarily due to (a) higher interest expense, net and amortization of deferred debt costs of$1.2 million , (b) higher general and administrative expenses of$0.5 million , partially offset by (c) higher base rent at The Waycroft of$0.8 million and (d) higher base rent across the portfolio, exclusive of The Waycroft, of$0.8 million .
The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:
Three Months Ended March 31,
(In thousands, except per share amounts) 2023 2022
Net income $ 17,663 $ 17,491
Add:
Real estate depreciation and amortization 12,017 12,327
FFO 29,680 29,818
Subtract:
Preferred stock dividends (2,798) (2,798)
FFO available to common stockholders and noncontrolling interests
$ 26,882 $ 27,020 Weighted average shares and units: Basic 33,323 33,164 Diluted (2) 34,031 33,886
Basic FFO per share available to common stockholders and noncontrolling interests
$ 0.81 $ 0.81 Diluted FFO per share available to common stockholders and noncontrolling interests
$ 0.79 $ 0.80
1 The National Association of Real Estate Investment Trusts ("Nareit")
developed FFO as a relative non-GAAP financial measure of performance of an
equity REIT in order to recognize that income-producing real estate historically
has not depreciated on the basis determined under GAAP. FFO is defined by Nareit
as net income,
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computed in accordance with GAAP, plus real estate depreciation and amortization, and excluding impairment charges on real estate assets and gains or losses from real estate dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company's Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company's operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs. 2 BeginningMarch 5, 2021 , fully diluted shares and units includes 1,416,071 limited partnership units held in escrow related to the contribution ofTwinbrook Quarter . Half of the units held in escrow were released onOctober 18, 2021 . The remaining units held in escrow are scheduled to be released onOctober 18, 2023 .
Acquisitions and Redevelopments
The Company may redevelop certain of theCurrent Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management's determination that such properties are expected to provide long-term earnings and cash flow growth. During the remainder of the year, any developments, expansions or acquisitions are expected to be funded with bank borrowings from the Company's Credit Facility, construction financing, proceeds from the operation of the Company's dividend reinvestment plan or other external capital resources available to the Company.
The Company has been selectively involved in acquisition, development, redevelopment and renovation activities. It continues to evaluate the acquisition of land parcels for retail and mixed-use development and acquisitions of operating properties for opportunities to enhance operating income and cash flow growth. The Company also continues to analyze redevelopment, renovation and expansion opportunities within the portfolio.
Portfolio Leasing Status
The following chart sets forth certain information regarding Commercial leases at our properties.
Total Properties Total Square Footage
Percent Leased
Shopping Shopping Shopping
Centers Mixed-Use Centers Mixed-Use Centers Mixed-Use
March 31, 2023 50 7 7,876,330 1,136,885 95.2 % 84.6 %
March 31, 2022 50 7 7,874,130 1,136,885 93.9 % 83.4 %
As of March 31, 2023 , 93.9% of the Commercial portfolio was leased, compared to
92.5% as of March 31, 2022 . On a same property basis, 93.9% of the Commercial
portfolio was leased as of March 31, 2023 compared to 92.5% as of March 31,
2022 . Included in the 93.9% of space leased as of March 31, 2023 , is
approximately 258,000 square feet of space, representing 2.9% of total
Commercial square footage, that has not been occupied by the tenant.
Collectively, these leases are expected to produce approximately $6.3 million of
additional annualized base rent, an average of $24.53 per square foot, upon
tenant occupancy and following any contractual rent concessions.
The Mixed-Use Commercial leasing percentage is composed of Commercial leases at
office mixed-use properties and residential mixed-use properties. The leasing
percentage at office mixed-use properties increased to 84.1% as of March 31,
2023 from 82.3% as of March 31, 2022 . The retail leasing percentage at
residential mixed-use properties decreased to 91.2% as of March 31, 2023 from
100.0% as of March 31, 2022 .
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The following table shows selected data for leases executed in the indicated
periods. The information is based on executed leases without adjustment for the
timing of occupancy, tenant defaults, or landlord concessions. The base rent for
an expiring lease is the annualized contractual base rent, on a cash basis, as
of the expiration date of the lease. The base rent for a new or renewed lease is
the annualized contractual base rent, on a cash basis, as of the expected rent
commencement date. Because tenants that execute leases may not ultimately take
possession of their space or pay all of their contractual rent, the changes
presented in the table provide information only about trends in market rental
rates. The actual changes in rental income received by the Company may be
different.
Commercial Property Leasing Activity Average Base Rent per Square Foot
Number New/Renewed Expiring
Three Months Ended March 31 , Square Feet of Leases Leases Leases
Shopping
Shopping Centers Mixed-Use Shopping Centers Mixed-Use Shopping Centers Mixed-Use Centers Mixed-Use
2023 366,354 76,180 85 9 $ 20.84 $ 31.30 $ 19.41 $ 33.66
2022 258,469 21,804 67 5 21.35 39.01 21.26 42.71
Additional information about the leasing activity during the three months ended
March 31, 2023 is set forth below. The below information includes leases for
space which had not been previously leased during the period of the Company's
ownership, either a result of acquisition or development.
Commercial Property Leasing Activity
New First Generation/Development Renewed
Leases Leases Leases
Number of leases 33 - 61
Square feet 118,944 - 323,590
Per square foot average
annualized:
Base rent $ 28.94 $ - $ 20.32
Tenant improvements (6.51) - (1.00)
Leasing costs (1.15) - (0.11)
Rent concessions (1.10) - (0.04)
Effective rents $ 20.18 $ - $ 19.17
As of December 31, 2022 , 1,026,830 square feet of Commercial space was subject
to leases scheduled to expire in 2023. Of those leases, as of March 31, 2023 ,
leases representing 788,417 square feet of Commercial space (a) are on a
month-to-month basis or (b) have not yet renewed and are scheduled to expire
over the next nine months. Below is information about existing and estimated
market base rents per square foot for that space.
Expiring Commercial Property Leases Total
Square feet 788,417
Average base rent per square foot $ 17.36
Estimated market base rent per square foot $ 17.53 As of
Residential Property Leasing Activity Average Rent per Square Foot
Three Months Ended March
31, Number of leases New/Renewed Leases Expiring Leases
2023 138 $ 3.45 $ 3.38
2022 179 3.23 3.13
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