Saul Centers, Inc.: Form 10-Q for the period ended Sep 30, 2023

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 ended December 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 the Saul 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 ended December 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 ended December 31, 2022), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part I, Item 2 of this Form 10-Q).

Impact of COVID-19

In February 2023, the Department of Health and Human Services declared that the federal Public Health Emergency for COVID-19 would end on May 11, 2023. On April 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 of September 30, 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 October 31, 2023, the Company had collected 98.8% of contractual base rent and operating expense and real estate tax recoveries due during the 2023 third quarter.

The Company is and will continue to be actively engaged in collection efforts related to uncollected rent, however, the Company can provide no assurance that such efforts or our efforts in future periods will be successful. Management considers reserves established as of September 30, 2023, against such potential losses to be reasonable and adequate. Rent collections during the third quarter and rent relief requests to-date may not be indicative of collections or requests in any future period.

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 of October 31, 2023, with the exception of amounts due, which are as of September 30, 2023.

Rent Deferral Agreements

(Dollars in thousands)

The extent of the effects of COVID-19 on the Company’s business, results of operations, cash flows, and growth prospects is uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Item 1A. Risk Factors.

General

The following discussion is based primarily on the consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2023.

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 and expansion of its grocery-anchored shopping centers in the Washington, 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 to Washington Metropolitan Area Transit Authority red line Metro stations in Montgomery County, Maryland.

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 five future pad sites.

Management believes it will continue to be challenging to identify acquisition opportunities for investment in existing and new shopping center and mixed-use properties into the near future. 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 local Washington, D.C. 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. 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 the Washington, 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 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 94.2% as of September 30, 2023, from 93.0% as of September 30, 2022.

The Company maintains a ratio of total debt to total estimated asset market value of under 50%, which allows the Company to obtain additional secured borrowings if necessary. As of September 30, 2023, including the $100.0 million hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2024 to 2041 represented approximately 81.5% of the Company’s notes payable, thus mitigating refinancing risk. The Company’s unhedged variable-rate debt consists of $251.0 million outstanding under the Credit Facility. Including fixed and variable rate debt, the Company’s outstanding debt totaled approximately $1.36 billion with a weighted average remaining term of 7.4 years as of September 30, 2023. As of September 30, 2023, the Company has availability of approximately $110.5 million under its Credit Facility.

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 (“Commercial”), which includes all properties except for the residential properties (“Residential”), which includes apartments within The Waycroft, Clarendon Center and Park Van Ness properties. For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions.

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. Excluding capitalized interest, 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. Of the expected $331.5 million total cost, $241.3 million has been invested to date. A portion of the cost of the project is being financed by a $145.0 million construction-to-permanent loan. During the second quarter of 2023, the Company commenced drawing on the loan and, as of September 30, 2023, the balance on the loan was $50.8 million, net of unamortized deferred debt costs. In addition to the structure, the masonry façade of the residential building is substantially complete and work continues on the interior courtyard. Apartment unit construction is in process on levels two through 12. Initial delivery of Phase I is anticipated in late 2024. The development potential of all phases of the entire 18.4 acre Twinbrook 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 developing Hampden House, a project located in downtown Bethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. Of the expected $246.4 million total cost, $113.1 million has been invested to date. A portion of the cost of the project will be financed by a $133.0 million construction-to-permanent loan. The Company has not yet commenced drawing on this loan. Above grade construction of the structure is on-going and framing and pouring of concrete is being performed at the 10th level above ground. 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.

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 September 30, 2023 (the “2023 Quarter”) compared to the three months ended September 30, 2022 (the “2022 Quarter”)

Net income for the 2023 Quarter increased to $16.7 million from $15.5 million for the 2022 Quarter. Significant changes in revenue and expenses are discussed below.

Revenue

(Dollars in thousands)

NM = Not Meaningful

Total revenue increased 4.4% in the 2023 Quarter compared to the 2022 Quarter, as described below.

Base rent. The $1.9 million increase in base rent in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to (a) higher commercial base rent of $1.2 million and (b) higher residential base rent of $0.7 million.

Expense recoveries. The $0.8 million increase in expense recoveries in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to an increase in recoverable property operating expenses.

Other revenue. The $0.3 million increase in other revenue in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to higher parking income.

Expenses

(Dollars in thousands)

Total expenses increased 3.2% in the 2023 Quarter compared to the 2022 Quarter, as described below.

Property operating expenses. The $0.7 million increase in property operating expenses in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to (a) higher repairs and maintenance expenses across the portfolio of $0.5 million, (b) higher insurance costs across the portfolio of $0.1 million, and (c) higher payroll costs for property employees of $0.1 million.

Real estate taxes. The $0.6 million increase in real estate taxes in the 2023 Quarter compared to the 2022 Quarter is primarily attributable to higher assessed values across the portfolio.

Interest expense, net and amortization of deferred debt costs. The $1.3 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 as a result of higher weighted average interest rates of $1.8 million and (b) higher interest incurred as a result of higher average outstanding debt of $1.5 million, partially offset by (c) higher capitalization of interest of $2.2 million related to Twinbrook Quarter Phase I and Hampden House.

General and Administrative. General and administrative expenses decreased 6.8% in the 2023 Quarter compared to the 2022 Quarter primarily due to fees paid in 2022 to third-parties related to the early refinance of loans at Beacon Center and Seven Corners Center totaling $0.5 million, which were accounted for as loan modifications.

Loss on early extinguishment of debt. Loss on early extinguishment of debt decreased by $0.6 million in the 2023 Quarter compared to the 2022 Quarter due to the early refinance of loans at Great Falls Center and Village Center, which were accounted for as loan extinguishments.

Nine months ended September 30, 2023 (the “2023 Period”) compared to the nine months ended September 30, 2022 (the “2022 Period”)

Net income for the 2023 Period increased to $51.6 million from $50.0 million for the 2022 Period. Significant changes in revenue and expenses are discussed below.

Revenue

(Dollars in thousands)

NM - Not Meaningful

Total revenue increased 3.8% in the 2023 Period compared to the 2022 Period, as described below.

Base Rent. The $5.7 million increase in base rent in the 2023 Period compared to the 2022 Period is primarily attributable to (a) higher commercial base rent of $3.2 million and (b) higher residential base rent of $2.5 million.

Expense recoveries. The $0.9 million increase in expense recoveries in the 2023 Period compared to the 2022 Period is primarily attributable to an increase in recoverable property operating expenses.

Other revenue. The $0.6 million increase in other revenue in the 2023 Period compared to the 2022 Period is primarily attributable to higher lease termination fees and higher parking income.

Expenses

(Dollars in thousands)

Total expenses increased 4.1% in the 2023 Period compared to the 2022 Period, as described below.

Property Operating Expenses. Property operating expenses increased 5.1% in the 2023 Period compared to the 2022 Period primarily due to (a) higher insurance costs throughout the portfolio of $0.4 million, (b) higher payroll costs for property employees of $0.3 million, (c) higher repairs and maintenance expenses across the portfolio of $0.2 million and (d) higher utility expenses across the portfolio of $0.2 million.

Real estate taxes. The $0.9 million increase in real estate taxes in the 2023 Period compared to the 2022 Period is primarily attributable to higher assessed values across the portfolio.

Interest Expense, net and Amortization of Deferred Debt Costs. Interest expense, net and amortization of deferred debt costs increased 13.5% in the 2023 Period compared to the 2022 Period primarily due to (a) higher interest incurred as a result of higher weighted average interest rates of $6.1 million and (b) higher interest incurred as a result of higher average outstanding debt of $3.8 million, partially offset by (c) higher capitalized interest of $6.1 million related to Twinbrook Quarter Phase I and Hampden House.

Depreciation and amortization of deferred leasing costs. Depreciation and amortization of deferred leasing costs decreased 1.8% in the 2023 Period compared to the 2022 Period primarily due to lower depreciation expense of $0.6 million.

General and Administrative. General and administrative expenses increased 0.9% in the 2023 Period compared to the 2022 Period primarily due to increased salaries and benefits of $0.8 million, partially offset by fees paid in 2022 to third-parties related to the early refinance of loans at Beacon Center and Seven Corners Center totaling $0.5 million, which were accounted for as loan modifications.

Loss on early extinguishment of debt. Loss on early extinguishment of debt decreased by $0.6 million in the 2023 Period compared to the 2022 Period due to the early refinance of loans at Great Falls Center and Village Center, which were accounted for as loan extinguishments.

Same property revenue and same property operating income

Same property revenue and same property operating income are non-GAAP financial measures of performance that management believes improve the comparability of reporting periods by excluding the results of properties that 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.

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)

The $2.7 million increase in same property revenue for the 2023 Quarter compared to the 2022 Quarter was primarily due to (a) higher commercial base rent of $1.3 million, (b) higher expense recoveries of $0.8 million and (c) higher residential base rent of $0.7 million.

The $7.0 million increase in same property revenue for the 2023 Period compared to the 2022 Period was primarily due to (a) higher commercial base rent of $3.3 million, (b) higher residential base rent of $2.5 million, (c) higher expense recoveries of $0.9 million and (d) higher lease termination fees of $0.3 million.

Mixed-Use same property revenue is composed of the following:

(In thousands)

(1) Includes Avenel Business Park, Clarendon Center – North and South Blocks, 601 Pennsylvania Avenue and Washington Square

(2) Includes The Waycroft and Park Van Ness

(3) Includes Clarendon South Block, The Waycroft and Park Van Ness

Same property operating income

(In thousands)

Same property operating income increased $1.4 million, or 3.1%, for the 2023 Quarter compared to the 2022 Quarter.

Shopping Center same property operating income for the 2023 Quarter totaled $34.1 million, a $0.4 million increase from the 2022 Quarter. Shopping Center same property operating income increased primarily due to (a) higher base rent of $1.0 million, partially offset by (b) lower recovery income, net of expenses, of $0.5 million. Mixed-Use same property operating income totaled $12.3 million, a $1.0 million increase from the 2022 Quarter. Mixed-Use same property operating income increased primarily due to (a) higher residential base rent of $0.7 million and (b) higher parking income, net of expenses, of $0.2 million.

Same property operating income increased $4.7 million, or 3.5% for the 2023 Period, compared to the 2022 Period.

Shopping Center same property operating income for the 2023 Period increased $2.0 million, or 2.0%, compared to the 2022 Period, primarily due to (a) higher base rent of $3.2 million, partially offset by (b) lower recovery income, net of expenses, of $0.7 million and (c) lower lease termination fees of $0.2 million. Mixed-Use same property operating income increased $2.7 million, or 7.9%, primarily due to (a) higher residential base rent of $2.5 million and (b) higher lease termination fees of $0.5 million and (c) higher parking income, net of expenses, of $0.2 million, partially offset by (d) lower recovery income, net of expenses, of $0.7 million.

Mixed-Use same property operating income is composed of the following:

(In thousands)

(1) Includes Avenel Business Park, Clarendon Center – North and South Blocks, 601 Pennsylvania Avenue and Washington Square

(2) Includes The Waycroft and Park Van Ness

(3) Includes Clarendon South Block, The Waycroft and Park Van Ness

Liquidity and Capital Resources

Cash and cash equivalents totaled $6.6 million and $10.3 million at September 30, 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.

(In thousands)

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 $62.8 million increase in cash used in investing activities is primarily due to (a) increased development expenditures of $56.4 million and (b) increased additions to real estate investments throughout the portfolio of $6.4 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 the Current 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 (“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. Excluding capitalized interest, 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. Of the expected $331.5 million total cost, $241.3 million has been invested to date. A portion of the cost of the project is being financed by a $145.0 million construction-to-permanent loan. During the second quarter of 2023, the Company commenced drawing on the loan and, as of September 30, 2023, the balance on the loan was $50.8 million, net of unamortized deferred debt costs. In addition to the structure, the masonry façade of the residential building is substantially complete and work continues on the interior courtyard. Apartment unit construction is in process on levels two through 12. Initial delivery of Phase I is anticipated in late 2024. The development potential of all phases of the entire 18.4 acre Twinbrook 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 developing Hampden House, a project located in downtown Bethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. Of the expected $246.4 million total cost, $113.1 million has been invested to date. A portion of the cost of the project will be financed by a $133.0 million construction-to-permanent loan. The Company has not yet commenced drawing on this loan. Above grade construction of the structure is on-going and framing and pouring of concrete is being performed at the 10th level above ground. 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.

The Company may also redevelop certain of the Current 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 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 the Saul Centers, Operating Partnership or Subsidiary 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 38,006 and 126,213 shares pursuant to the DRIP at a weighted average discounted price of $37.74 and $49.39 per share, during the nine months ended September 30, 2023 and 2022, respectively. The Company did not issue any limited partnership units pursuant to the DRIP during the nine months ended September 30, 2023. The Company issued 26,659 limited partnership units pursuant to the DRIP at a weighted average price of $49.81 per unit during the nine months ended September 30, 2022. The Company also credited 5,499 and 4,046 shares to directors pursuant to the reinvestment of dividends specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $37.72 and $49.81 per share, during the nine months ended September 30, 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 estimated asset market 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 the Current 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 of September 30, 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 estimated asset market value 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.

At September 30, 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 on August 29, 2025, and may be extended by the Company for one additional year, subject to satisfaction of certain conditions. The term loan matures on February 26, 2027. Interest accrues at a rate of SOFR plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As of September 30, 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 September 30, 2023, based on the value of the Company’s unencumbered properties, approximately $110.5 million was available under the Credit Facility, $351.0 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
• 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 September 30, 2023, the Company was in compliance with all such covenants. See note 5 to the consolidated financial statements for a discussion of all financing activity.

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.

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, 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.

During the second quarter of 2023, the Company commenced drawing on its $145.0 million construction-to-permanent loan related to the residential and retail portions of Phase I of the Twinbrook Quarter development project. As of September 30, 2023, the balance on the loan was $50.8 million, net of unamortized deferred debt costs.

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 (after deducting preferred stock dividends) for the 2023 Quarter totaled $26.0 million, an increase of 4.4% compared to the 2022 Quarter. FFO available to common stockholders and noncontrolling interests increased primarily due to (a) higher commercial base rent of $1.3 million, (b) higher residential base rent of $0.7 million, (c) lower loss on early extinguishment of debt of $0.6 million and (d) lower general and administrative costs of $0.4 million, partially offset by (e) higher interest expense, net and amortization of deferred debt costs of $1.3 million and (f) lower recovery income, net of expenses, of $0.5 million.

FFO available to common stockholders and noncontrolling interests (after deducting preferred stock dividends) increased to $79.4 million, or $2.38 and $2.33 per basic and diluted share, respectively, in the 2023 Period from $78.5 million, or $2.36 and $2.31 per basic and diluted share, respectively, in the 2022 Period. FFO available to common stockholders and noncontrolling interests increased primarily due to (a) higher commercial base rent of $3.3 million, (b) higher residential base rent of $2.5 million, (c) lower loss on early extinguishment of debt of $0.6 million, partially offset by (d) higher interest expense, net and amortization of deferred debt costs of $4.4 million and (e) lower recovery income, net of expenses, of $1.3 million.

The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:

(In thousands, except per share amounts)

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, 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 Beginning March 5, 2021, fully diluted shares and units includes 1,416,071 limited partnership units held in escrow related to the contribution of Twinbrook Quarter. Half of the units held in escrow were released on October 18, 2021. The remaining units were released on October 18, 2023.

Acquisitions and Redevelopments

The Company may redevelop certain of the Current 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 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.

As of September 30, 2023, 94.2% of the Commercial portfolio was leased, compared to 93.0% as of September 30, 2022. On a same property basis, 94.2% of the Commercial portfolio was leased as of September 30, 2023 compared to 93.0% as of September 30, 2022. Included in the 94.2% of space leased as of September 30, 2023, is approximately 239,400 square feet of space, representing 2.7% of total Commercial square footage, that has not yet been occupied by the respective tenants. Collectively, these leases are expected to produce approximately $5.7 million of additional annualized base rent, an average of $23.64 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 83.6% as of September 30, 2023 from 82.0% as of September 30, 2022. The retail leasing percentage at residential mixed-use properties decreased to 97.0% as of September 30, 2023 from 100.0% as of September 30, 2022.

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.

-38-

Additional information about the leasing activity during the three months ended September 30, 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.

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 September 30, 2023, leases representing 149,988 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 three months. Below is information about existing and estimated market base rents per square foot for that space.

As of September 30, 2023, the Residential portfolio was 97.5% leased compared to 97.2% as of September 30, 2022.

The Company is exposed to certain financial market risks, the most predominant being fluctuations in interest rates and inflation. Interest rate fluctuations are monitored by management as an integral part of the Company’s overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company’s results of operations.

The Company is exposed to interest rate fluctuations that will affect the amount of interest expense of its variable-rate debt and the fair value of its fixed-rate debt. As of September 30, 2023, the Company had unhedged variable rate indebtedness totaling $251.0 million. If the interest rates on the Company’s unhedged variable rate debt instruments outstanding at September 30, 2023 had been one percentage point higher or lower, annual interest expense relating to these debt instruments would have increased or decreased by $2.5 million based on those balances. As of September 30, 2023, the Company had fixed-rate indebtedness totaling $1.11 billion with a weighted average interest rate of 4.73%. If interest rates on the Company’s fixed-rate debt instruments at September 30, 2023 had been one percentage point higher, the fair value of those debt instruments on that date would have decreased by $53.2 million. If interest rates on the Company’s fixed-rate debt instruments at September 30, 2023 had been one percentage point lower, the fair value of those debt instruments on that date would have increased by $58.1 million.

Inflation may impact the Company's results of operations by (a) increasing costs unreimbursed by tenants faster than rents increase and (b) adversely impacting consumer demand at our retail shopping centers, which, in turn, may results in (i) lower percentage rent and/or (ii) the inability of tenants to pay their rent. Inflation may also negatively impact the cost of development projects. While the Company has not been significantly impacted by any of these items in the current year, no assurances can be provided that inflationary pressures will not have a material adverse effect on the Company’s business in the future.

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, and its Senior Vice President-Chief Accounting Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, and its Senior Vice President-Chief Accounting Officer and Treasurer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2023. Based on the foregoing, the Company’s Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer and its Senior Vice President-Chief Accounting Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2023.

During the quarter ended September 30, 2023, there were no changes in the Company’s internal control over financial reporting that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

The Company has no material updates to the risk factors presented in Item 1A. Risk Factors in the 2022 Annual Report of the Company on Form 10-K.