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8-K - 8-K 12.31.2014 - SAUL CENTERS, INC.bfs-12312014x8k.htm


EXHIBIT INDEX
Exhibit        Description
No.
99.1         Press Release, dated March 5, 2015, 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 Fourth Quarter 2014 Earnings
March 5, 2015, Bethesda, MD.
Saul Centers, Inc. (NYSE: BFS), an equity real estate investment trust ("REIT"), announced its operating results for the quarter ended December 31, 2014 (“2014 Quarter”). Total revenue for the 2014 Quarter increased to $51.3 million from $50.1 million for the quarter ended December 31, 2013 (“2013 Quarter”). Operating income, which is net income before the impact of the change in fair value of derivatives, loss on early extinguishment of debt, gains on sales of property and gains on casualty settlements, increased to $12.3 million for the 2014 Quarter from $12.2 million for the 2013 Quarter.
Net income attributable to common stockholders was $5.3 million ($0.25 per diluted share) for the 2014 Quarter compared to $6.7 million ($0.33 per diluted share) for the 2013 Quarter. The decrease in net income attributable to common stockholders for the 2014 Quarter was primarily the result of (a) preferred stock redemption costs ($1.5 million), (b) higher depreciation expense ($0.6 million), (c) higher preferred stock dividends ($0.5 million), (d) higher general and administrative expense ($0.3 million) and (e) higher acquisition costs ($0.2 million) partially offset by (f) increased property operating income ($1.1 million), (g) lower predevelopment expenses related to Park Van Ness ($0.3 million) and (h) lower non-controlling interests ($0.5 million).
Same property revenue increased 1.2% and same property operating income increased 1.5% for the 2014 Quarter compared to the 2013 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 2.6% and mixed-use same property operating income decreased 1.7%. The decline in Mixed-Use same property operating income was primarily the result of lower expense recoveries which, in turn, resulted from the resetting of base year expenses when certain leases were renewed.
For the year ended December 31, 2014 (“2014 Period”), total revenue increased to $207.1 million from $197.9 million for the year ended December 31, 2013 (“2013 Period”). Operating income was $51.9 million for the 2014 Period and $35.3 million for the 2013 Period. Operating income for the 2014 Period increased primarily due to (a) $8.0 million of lower depreciation expense and $3.4 million of lower predevelopment expenses, both of which are related to the Company’s activities at Park Van Ness, (b) $7.6 million of increased property operating income and (c) $0.6 million of lower interest expense and amortization of deferred debt costs partially offset by (d) $2.0 million of higher general and administrative expenses.
Net income attributable to common stockholders was $32.1 million ($1.54 per diluted share) for the 2014 Period compared to $11.7 million ($0.57 per diluted share) for the 2013 Period. Net income attributable to common stockholders for the 2014 Period increased primarily due to (a) lower depreciation and predevelopment expenses related to Park Van Ness ($11.4 million), (b) lower charges against common equity resulting from the redemption of preferred stock ($3.7 million), (c) higher gain on sales of property ($6.1 million), and (d) increased property operating income ($7.6 million) partially offset by (e) higher noncontrolling interests ($7.1 million) and (f) higher general and administrative expenses ($2.0 million).
Same property revenue increased 4.2% and same property operating income increased 4.4% for the 2014 Period compared to the 2013 Period. Shopping center same property operating income increased 5.4% and mixed-use same property operating income increased 1.2%. Shopping center operating income increased primarily due to (a) a bankruptcy settlement and collection related to a former tenant at Seven Corners ($1.6 million), (b) the impact of a lease termination at Seven Corners ($0.7 million) and (c) the impact of higher revenue as a result of a 95,000 square foot increase in average leased space.

www.SaulCenters.com




As of December 31, 2014, 94.4% of the commercial portfolio was leased (all properties except the apartments at Clarendon Center), compared to 93.9% at December 31, 2013. On a same property basis, 94.4% of the portfolio was leased at December 31, 2014, compared to 93.9% at December 31, 2013. The 2014 same property percentage leased was impacted by a net increase of approximately 39,800 square feet. As of December 31, 2014, the apartments at Clarendon Center were 95.9% leased compared to 99.2% as of December 31, 2013.
Funds From Operations ("FFO") available to common shareholders (after deducting preferred stock dividends and preferred stock redemption charges) decreased to $17.5 million ($0.62 per diluted share) in the 2014 Quarter from $18.7 million ($0.68 per diluted share) in the 2013 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 decrease in FFO available to common shareholders for the 2014 Quarter was primarily due to (a) higher preferred stock redemption costs ($1.5 million) and (b) higher preferred stock dividends ($0.5 million), partially offset by (c) improved overall property operating income ($1.1 million).
FFO available to common shareholders (after deducting preferred stock dividends and preferred stock redemptions) increased 21.0% to $78.3 million ($2.80 per diluted share) in the 2014 Period from $64.7 million ($2.37 per diluted share) in the 2013 Period. FFO available to common shareholders for the 2014 Period increased primarily due to (a) improved overall property operating income ($7.6 million), (b) lower preferred stock redemption costs ($3.7 million), (c) lower predevelopment expenses ($3.4 million) partially offset by (d) higher general and administrative expenses ($2.0 million) and (e) higher acquisition related costs ($0.8 million).
Saul Centers is a self-managed, self-administered equity REIT headquartered in Bethesda, Maryland. Saul Centers currently operates and manages a real estate portfolio comprised of 59 properties which includes (a) 56 community and neighborhood shopping centers and mixed-use properties with approximately 9.3 million square feet of leasable area and (b) three land and development properties. 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)

 
December 31,
2014
 
December 31,
2013
 
(Unaudited)
 
 
Assets
 
 
 
Real estate investments
 
 
 
Land
$
420,622

 
$
354,967

Buildings and equipment
1,109,276

 
1,094,605

Construction in progress
30,261

 
9,867

 
1,560,159

 
1,459,439

Accumulated depreciation
(396,617
)
 
(364,663
)
 
1,163,542

 
1,094,776

Cash and cash equivalents
12,128

 
17,297

Accounts receivable and accrued income, net
46,784

 
43,884

Deferred leasing costs, net
26,928

 
26,052

Prepaid expenses, net
4,093

 
4,047

Deferred debt costs, net
9,874

 
9,675

Other assets
3,638

 
2,944

Total assets
$
1,266,987

 
$
1,198,675

 
 
 
 
Liabilities
 
 
 
Mortgage notes payable
$
808,997

 
$
820,068

Revolving credit facility payable
43,000

 

Construction loan payable
5,391

 

Dividends and distributions payable
14,352

 
13,135

Accounts payable, accrued expenses and other liabilities
23,537

 
20,141

Deferred income
32,453

 
30,205

Total liabilities
927,730

 
883,549

 
 
 
 
Stockholders’ equity
 
 
 
Preferred stock
180,000

 
180,000

Common stock
209

 
206

Additional paid-in capital
287,995

 
270,428

Accumulated deficit and other comprehensive loss
(175,668
)
 
(173,956
)
Total Saul Centers, Inc. stockholders’ equity
292,536

 
276,678

Noncontrolling interests
46,721

 
38,448

Total stockholders’ equity
339,257

 
315,126

Total liabilities and stockholders’ equity
$
1,266,987

 
$
1,198,675







Saul Centers, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
 
Three Months Ended 
 December 31,
 
Year Ended December 31,
 
2014
 
2013
 
2014
 
2013
 
(unaudited)
 
(unaudited)
Revenue
 
 
 
 
 
Base rent
$
41,546

 
$
40,495

 
$
164,599

 
$
159,898

Expense recoveries
7,784

 
8,024

 
32,132

 
30,949

Percentage rent
400

 
422

 
1,492

 
1,575

Other
1,534

 
1,205

 
8,869

 
5,475

Total revenue
51,264

 
50,146

 
207,092

 
197,897

Operating expenses
 
 
 
 
 
 
 
Property operating expenses
6,440

 
6,463

 
26,479

 
24,559

Provision for credit losses
200

 
228

 
680

 
968

Real estate taxes
5,723

 
5,609

 
22,354

 
22,415

Interest expense and amortization of deferred debt costs
11,497

 
11,425

 
46,034

 
46,589

Depreciation and amortization of deferred leasing costs
10,458

 
9,814

 
41,203

 
49,130

General and administrative
4,421

 
4,121

 
16,961

 
14,951

Acquisition related costs
211

 
7

 
949

 
106

Predevelopment expenses

 
268

 
503

 
3,910

Total operating expenses
38,950

 
37,935

 
155,163

 
162,628

Operating income
12,314

 
12,211

 
51,929

 
35,269

Change in fair value of derivatives
(4
)
 
(114
)
 
(10
)
 
(7
)
Loss on early extinguishment of debt

 

 

 
(497
)
Gain on sale of property

 

 
6,069

 

Gain on casualty settlement

 
77

 

 
77

Net Income
12,310

 
12,174

 
57,988

 
34,842

Income attributable to noncontrolling interests
(1,814
)
 
(2,278
)
 
(11,045
)
 
(3,970
)
Net income attributable to Saul Centers, Inc.
10,496

 
9,896

 
46,943

 
30,872

Preferred stock redemption
(1,480
)
 

 
(1,480
)
 
(5,228
)
Preferred stock dividends
(3,742
)
 
(3,206
)
 
(13,361
)
 
(13,983
)
Net income attributable to common stockholders
$
5,274

 
$
6,690

 
$
32,102

 
$
11,661

Per share net income attributable to common stockholders
 
 
 
 
 
 
 
Diluted
$
0.25

 
$
0.33

 
$
1.54

 
$
0.57

 
 
 
 
 
 
 
 
Weighted Average Common Stock:
 
 
 
 
 
 
 
Common stock
20,911

 
20,555

 
20,772

 
20,364

Effect of dilutive options
91

 
61

 
49

 
37

Diluted weighted average common stock
21,002

 
20,616

 
20,821

 
20,401







Reconciliation of net income to FFO attributable to common shareholders (1)
 
 
Three Months Ended 
 December 31,
 
Year Ended December 31,
 
(In thousands, except per share amounts)
2014
 
2013
 
2014
 
2013
 
Net income
$
12,310

 
$
12,174

 
$
57,988

 
$
34,842

 
Subtract:
 
 
 
 
 
 
 
 
Gain on sale of property

 

 
(6,069
)
 

 
Gain on casualty settlement

 
(77
)
 

 
(77
)
 
Add:
 
 
 
 
 
 
 
 
Real estate depreciation and amortization
10,458

 
9,814

 
41,203

 
49,130

 
FFO
22,768

 
21,911

 
93,122

 
83,895

 
Subtract:
 
 
 
 
 
 
 
 
Preferred stock dividends
(3,742
)
 
(3,206
)
 
(13,361
)
 
(13,983
)
 
Preferred stock redemption
(1,480
)
 

 
(1,480
)
 
(5,228
)
 
FFO available to common shareholders
$
17,546

 
$
18,705

 
$
78,281

 
$
64,684

 
Weighted average shares:
 
 
 
 
 
 
 
 
Diluted weighted average common stock
21,002

 
20,616

 
20,821

 
20,401

 
Convertible limited partnership units
7,199

 
6,973

 
7,156

 
6,929

 
Average shares and units used to compute FFO per share
28,201

 
27,589

 
27,977

 
27,330

 
FFO per share available to common shareholders
$
0.62

 
$
0.68

 
$
2.80

 
$
2.37

 
 
 
 
 
 
 
 
 
(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 December 31,
 
Year Ended December 31,
 
(In thousands)
2014
 
2013
 
2014
 
2013
 
Net income
$
12,310

 
$
12,174

 
$
57,988

 
$
34,842

 
Add: Interest expense and amortization of deferred debt costs
11,497

 
11,425

 
46,034

 
46,589

 
Add: Depreciation and amortization of deferred leasing costs
10,458

 
9,814

 
41,203

 
49,130

 
Add: Loss on early extinguishment of debt

 

 

 
497

 
Add: General and administrative
4,421

 
4,121

 
16,961

 
14,951

 
Add: Predevelopment expenses

 
268

 
503

 
3,910

 
Add: Acquisition related costs
211

 
7

 
949

 
106

 
Add: Change in fair value of derivatives
4

 
114

 
10

 
7

 
Less: Gains on property dispositions

 
(77
)
 
(6,069
)
 
(77
)
 
Less: Interest income
(17
)
 
(12
)
 
(75
)
 
(69
)
 
Property operating income
38,884

 
37,834

 
157,504

 
149,886

 
Less: Acquisitions, dispositions & development property
(611
)
 
(130
)
 
(1,787
)
 
(719
)
 
Total same property operating income
$
38,273

 
$
37,704

 
$
155,717

 
$
149,167

 
 
 
 
 
 
 
 
 
 
Shopping centers
$
29,192

 
$
28,462

 
$
118,817

 
$
112,708

 
Mixed-Use properties
9,081

 
9,242

 
36,900

 
36,459

 
Total same property operating income
$
38,273

 
$
37,704

 
$
155,717

 
$
149,167