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8-K - FORM 8-K - SAUL CENTERS, INC.bfs-9302013x8k.htm

EXHIBIT INDEX
Exhibit        Description
No.
99.1         Press Release, dated October 29, 2013, of Saul Centers, Inc.

Section 2: EX-99.1 (EX-99.1)
Exhibit 99.1
SAUL CENTERS, INC.
7501 Wisconsin Avenue, Suite 1500, Bethesda, Maryland 20814-6522
(301) 986-6200
Saul Centers, Inc. Reports Third Quarter 2013 Earnings
October 29, 2013, Bethesda, MD.
Saul Centers, Inc. (NYSE: BFS), an equity real estate investment trust ("REIT"), announced its operating results for the quarter ended September 30, 2013 (“2013 Quarter”). Total revenue for the 2013 Quarter increased to $49.8 million from $47.4 million for the quarter ended September 30, 2012 (“2012 Quarter”). Operating income, which is net income before the impact of acquisition related costs, change in fair value of derivatives, loss on early extinguishment of debt and gains on sales of property and casualty settlements, increased to $12.1 million for the 2013 Quarter from $8.2 million for the 2012 Quarter.
Net income attributable to common stockholders was $6.2 million ($0.30 per diluted share) for the 2013 Quarter compared to $4.2 million ($0.21 per diluted share) for the 2012 Quarter. The increase in net income attributable to common stockholders for the 2013 Quarter was primarily the result of (a) increased property operating income ($2.1 million), (b) lower predevelopment expenses related to Van Ness Square ($1.8 million) and (c) lower interest expense ($0.6 million) partially offset by (d) lower gain on sale of property ($1.1 million), (e) higher noncontrolling interest ($0.7 million) and (f) loss on early extinguishment of debt ($0.5 million).
Same property revenue increased 5.1% and same property operating income increased 5.1% for the 2013 Quarter compared to the 2012 Quarter. Same property operating income equals property revenue minus the sum of (a) property operating expenses, (b) provision for credit losses and (c) real estate taxes and the comparisons exclude the results of properties not in operation for the entirety of the comparable reporting periods. Shopping center same property operating income increased 3.8% and mixed-use same property operating income increased 9.4%. The leasing of office space at Clarendon Center was the primary contributor of improved mixed-use property operating income.
For the nine months ended September 30, 2013 (“2013 Period”), total revenue increased to $147.8 million from $141.8 million for the nine months ended September 30, 2012 (“2012 Period”). Operating income decreased to $23.2 million for the 2013 Period from $27.1 million for the 2012 Period. Operating income for the 2013 Period was adversely impacted by $8.0 million of additional depreciation expense and $1.8 million of higher predevelopment expenses, both of which are related to the Company’s activities at Van Ness Square, partially offset by $5.5 million of increased property operating income. Without the expenses related to the Van Ness Square redevelopment activities, operating income for the 2013 Period would have been $34.8 million or $5.8 million more than the 2012 Period.
Net income attributable to common stockholders was $5.0 million ($0.24 per diluted share) for the 2013 Period compared to net income of $12.5 million ($0.64 per diluted share) for the 2012 Period. Net income attributable to common stockholders for the 2013 Period was adversely impacted primarily by (a) increased depreciation and predevelopment expenses related to Van Ness Square ($9.8 million) and (b) a charge against common equity resulting from the redemption of preferred stock ($5.2 million) partially offset by (c) increased property operating income ($5.5 million) and (d) lower noncontrolling interest ($2.7 million). Excluding the impact of Van Ness Square and the preferred stock redemption, as adjusted for noncontrolling interests, net income attributable to common stockholders would have been approximately $17.6 million or $3.6 million more than the 2012 Period.
Same property revenue increased 4.2% and same property operating income increased 4.4% for the 2013 Period compared to the 2012 Period. Shopping center same property operating income increased 3.7% and mixed-use same property operating income increased 6.7%. Shopping center operating income benefited primarily from improved leasing, the most significant of which was approximately 126,000 square feet of anchor-tenant space which was vacant during the 2012 Period. The leasing of Clarendon Center office space was the primary contributor to improved mixed-use property operating income.

www.SaulCenters.com


As of September 30, 2013, 94.2% of the commercial portfolio was leased (all properties except the apartments at Clarendon Center), compared to 91.6% at September 30, 2012. On a same property basis, 94.3% of the portfolio was leased at September 30, 2013, compared to 92.7% at September 30, 2012. As of September 30, 2013, the apartments at Clarendon Center were 98.4% leased compared to 100% as of September 30, 2012.
Funds from operations ("FFO") available to common shareholders (after deducting preferred stock dividends) increased 28.9% to $18.8 million ($0.69 per diluted share) in the 2013 Quarter from $14.6 million ($0.55 per diluted share) in the 2012 Quarter. FFO, a widely accepted non-GAAP financial measure of operating performance for REITs, is defined as net income plus real estate depreciation and amortization, and excluding gains and losses from property dispositions, impairment charges on depreciable real estate assets and extraordinary items. The increase in FFO available to common shareholders for the 2013 Quarter was primarily due to (a) increased property operating income ($2.1 million), (b) lower predevelopment expenses ($1.8 million) and (c) lower interest expense ($0.6 million).
FFO available to common shareholders (after deducting preferred stock dividends and the impact of preferred stock redemptions) increased 1.1% to $46.0 million ($1.69 per diluted share) in the 2013 Period from $45.5 million ($1.71 per diluted share) in the 2012 Period. FFO available to common shareholders for the 2013 Period increased primarily due to (a) improved overall property operating income ($5.5 million) and (b) lower interest expense and amortization of deferred debt costs ($2.4 million) partially offset by (c) the redemption of preferred stock ($5.2 million) and (d) increased predevelopment expenses ($1.8 million). Excluding the impact of predevelopment expenses and the preferred stock redemption, FFO available to common shareholders would have been approximately $54.8 million or $7.5 million more than the 2012 Period.
Saul Centers is a self-managed, self-administered equity REIT headquartered in Bethesda, Maryland. Saul Centers currently operates and manages a real estate portfolio of 59 community and neighborhood shopping center and mixed-use properties totaling 9.3 million square feet of leasable area. Over 85% of the Company’s property operating income is generated from properties in the metropolitan Washington, DC/Baltimore area.
 
 
 
Contact:
 
Scott V. Schneider
 
 
(301) 986-6220
 
 
 


www.SaulCenters.com


Saul Centers, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
 
September 30,
2013
 
December 31,
2012
 
(Unaudited)
 
 
Assets
 
 
 
Real estate investments
 
 
 
Land
$
353,958

 
$
353,890

Buildings and equipment
1,122,786

 
1,109,911

Construction in progress
7,232

 
2,267

 
1,483,976

 
1,466,068

Accumulated depreciation
(386,839
)
 
(353,305
)
 
1,097,137

 
1,112,763

Cash and cash equivalents
11,696

 
12,133

Accounts receivable and accrued income, net
44,528

 
41,406

Deferred leasing costs, net
25,673

 
26,102

Prepaid expenses, net
7,439

 
3,895

Deferred debt costs, net
8,244

 
7,713

Other assets
4,455

 
3,297

Total assets
$
1,199,172

 
$
1,207,309

 
 
 
 
Liabilities
 
 
 
Mortgage notes payable
$
825,420

 
$
789,776

Revolving credit facility payable

 
38,000

Dividends and distributions payable
13,082

 
13,490

Accounts payable, accrued expenses and other liabilities
21,999

 
27,434

Deferred income
30,072

 
31,320

Total liabilities
890,573

 
900,020

 
 
 
 
Stockholders’ equity
 
 
 
Preferred stock
180,000

 
179,328

Common stock
205

 
201

Additional paid-in capital
267,727

 
246,557

Accumulated deficit and other comprehensive loss
(173,716
)
 
(158,383
)
Total Saul Centers, Inc. stockholders’ equity
274,216

 
267,703

Noncontrolling interest
34,383

 
39,586

Total stockholders’ equity
308,599

 
307,289

Total liabilities and stockholders’ equity
$
1,199,172

 
$
1,207,309





Saul Centers, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
 
For The Three Months 
 Ended September 30,
 
For The Nine Months 
 Ended September 30,
 
2013
 
2012
 
2013
 
2012
Revenue
(unaudited)
 
(unaudited)
Base rent
$
40,110

 
$
38,334

 
$
119,403

 
$
113,862

Expense recoveries
7,848

 
7,564

 
22,925

 
22,706

Percentage rent
215

 
250

 
1,153

 
1,109

Other
1,583

 
1,297

 
4,270

 
4,129

Total revenue
49,756

 
47,445

 
147,751

 
141,806

Operating expenses
 
 
 
 
 
 
 
Property operating expenses
6,106

 
5,877

 
18,096

 
17,532

Provision for credit losses
191

 
168

 
740

 
761

Real estate taxes
5,610

 
5,535

 
16,806

 
16,897

Interest expense and amortization of deferred debt costs
11,738

 
12,322

 
35,164

 
37,609

Depreciation and amortization of deferred leasing costs
10,492

 
10,237

 
39,316

 
29,744

General and administrative
3,501

 
3,272

 
10,830

 
10,303

Predevelopment expenses
60

 
1,870

 
3,642

 
1,870

Total operating expenses
37,698

 
39,281

 
124,594

 
114,716

Operating income
12,058

 
8,164

 
23,157

 
27,090

Acquisition related costs
(99
)
 

 
(99
)
 

Change in fair value of derivatives
46

 
17

 
107

 
(2
)
Loss on early extinguishment of debt
(497
)
 

 
(497
)
 

Gain on sale of property

 
1,057

 

 
1,057

Gain on casualty settlement

 
219

 

 
219

Income from continuing operations
11,508

 
9,457

 
22,668

 
28,364

Discontinued operations

 
(53
)
 

 
(45
)
Net Income
11,508

 
9,404

 
22,668

 
28,319

Income attributable to noncontrolling interests
(2,110
)
 
(1,456
)
 
(1,692
)
 
(4,428
)
Net income attributable to Saul Centers, Inc.
9,398

 
7,948

 
20,976

 
23,891

Preferred stock redemption

 

 
(5,228
)
 

Preferred stock dividends
(3,206
)
 
(3,785
)
 
(10,777
)
 
(11,355
)
Net income attributable to common stockholders
$
6,192

 
$
4,163

 
$
4,971

 
$
12,536

Per share net income attributable to common stockholders
 
 
 
 
 
 
 
Diluted
$
0.30

 
$
0.21

 
$
0.24

 
$
0.64

 
 
 
 
 
 
 
 
Weighted Average Common Stock:
 
 
 
 
 
 
 
Common stock
20,452

 
19,721

 
20,300

 
19,561

Effect of dilutive options
33

 
63

 
29

 
51

Diluted weighted average common stock
20,485

 
19,784

 
20,329

 
19,612

 
 
 
 
 
 
 
 




Reconciliation of net income to FFO attributable to common shareholders (1)
 
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
(In thousands, except per share amounts)
2013
 
2012
 
2013
 
2012
 
Net income
$
11,508

 
$
9,404

 
$
22,668

 
$
28,319

 
Subtract:
 
 
 
 
 
 
 
 
Gain on sale of property

 
(1,057
)
 

 
(1,057
)
 
Gain on casualty settlement

 
(219
)
 

 
(219
)
 
Add:
 
 
 
 
 
 
 
 
Real estate depreciation-discontinued operations

 

 

 
51

 
Real estate depreciation and amortization
10,492

 
10,237

 
39,316

 
29,744

 
FFO
22,000

 
18,365

 
61,984

 
56,838

 
Subtract:
 
 
 
 
 
 
 
 
Preferred stock dividends
(3,206
)
 
(3,785
)
 
(10,777
)
 
(11,355
)
 
Preferred stock redemption

 

 
(5,228
)
 

 
FFO available to common shareholders
$
18,794

 
$
14,580

 
$
45,979

 
$
45,483

 
Weighted average shares:
 
 
 
 
 
 
 
 
Diluted weighted average common stock
20,485

 
19,784

 
20,329

 
19,612

 
Convertible limited partnership units
6,914

 
6,914

 
6,914

 
6,914

 
Average shares and units used to compute FFO per share
27,399

 
26,698

 
27,243

 
26,526

 
FFO per share available to common shareholders
$
0.69

 
$
0.55

 
$
1.69

 
$
1.71

 
 
 
 
 
 
 
 
 
(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 extraordinary items, impairment charges on depreciable real estate assets and gains or losses from property 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.

 
Reconciliation of net income to same property operating income
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
(In thousands)
2013
 
2012
 
2013
 
2012
 
Net income
$
11,508

 
$
9,404

 
$
22,668

 
$
28,319

 
Add: Interest expense and amortization of deferred debt costs
11,738

 
12,322

 
35,164

 
37,609

 
Add: Interest expense - discontinued operations

 

 

 
51

 
Add: Depreciation and amortization of deferred leasing costs
10,492

 
10,237

 
39,316

 
29,744

 
Add: Real property depreciation - discontinued operations

 
31

 

 
72

 
Add: Loss on early extinguishment of debt
497

 

 
497

 

 
Add: General and administrative
3,501

 
3,272

 
10,830

 
10,303

 
Add: Predevelopment expenses
60

 
1,870

 
3,642

 
1,870

 
Add: Acquisition related costs
99

 

 
99

 

 
Add (Less): Change in fair value of derivatives
(46
)
 
(17
)
 
(107
)
 
2

 
Less: Gains on property dispositions

 
(1,276
)
 

 
(1,276
)
 
Less: Interest income
(13
)
 
(60
)
 
(57
)
 
(108
)
 
Property operating income
37,836

 
35,783

 
112,052

 
106,586

 
Less: Acquisitions, dispositions & development property
(561
)
 
(334
)
 
(2,012
)
 
(1,222
)
 
Total same property operating income
$
37,275

 
$
35,449

 
$
110,040

 
$
105,364

 
 
 
 
 
 
 
 
 
 
Shopping centers
$
27,887

 
$
26,865

 
$
82,823

 
$
79,850

 
Mixed-Use properties
9,388

 
8,584

 
27,217

 
25,514

 
Total same property operating income
$
37,275

 
$
35,449

 
$
110,040

 
$
105,364