# SAUL CENTERS, INC. (BFS) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from SAUL CENTERS, INC.'s 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/907254/000090725424000020/bfs-20231231.htm
Accession: 0000907254-24-000020
Filing date: 2024-02-29
Report date: 2023-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

Company profile: /company/BFS/
All MD&A years: /company/BFS/mda/
Previous year: /company/BFS/mda/fy2022/ (FY 2022)
Next year: /company/BFS/mda/fy2024/ (FY 2024)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations begins with the Company’s primary business strategy to give the reader an overview of the goals of the Company’s business. This is followed by a discussion of the critical accounting policies that the Company believes are important to understanding the assumptions and judgments incorporated in the Company’s reported financial results. The next section discusses the Company’s results of operations for the past two years. Beginning on page 42, the Company provides an analysis of its liquidity and capital resources, including discussions of its cash flows, debt arrangements, sources of capital and financial commitments. On page 47, the Company discusses funds from operations, or FFO, which is a non-GAAP financial measure of performance of an equity REIT used by the REIT industry.

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related footnotes included elsewhere in this Annual Report on Form 10-K. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled "Forward-Looking Statements." Certain risks may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see "Item 1A. Risk Factors."

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 and additions to its grocery-anchored shopping centers in the Washington, DC 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. Including Twinbrook Quarter and Hampden House, the Company has a pipeline of entitled sites in its portfolio, some of which are currently Shopping Centers, for development of up to 3,700 apartment units and 975,000 square feet of retail and office space. All such sites are located proximate 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 two executed leases and three leases are under negotiation for a total of five more pad sites.

In recent years, there has been a limited amount of quality properties for sale. 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, DC metropolitan area had remained 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 and 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% at December 31, 2023, from 93.2% at December 31, 2022.

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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 of December 31, 2023, including $100.0 million of hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2024 to 2041 represented approximately 80.4% of the Company’s notes payable, thus minimizing refinancing risk. The Company’s unhedged variable-rate debt consists of $276.0 million outstanding under the Credit Facility. As of December 31, 2023, the Company has availability of approximately $137.9 million under its Credit Facility.

Although it is management’s present intention to concentrate future acquisition and development activities on transit-oriented, residential mixed-use properties and grocery-anchored shopping centers in the Washington, DC/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.

Critical Accounting Policies

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make certain estimates and assumptions that affect the reporting of financial position and results of operations. See Note 2 to the Consolidated Financial Statements in this report. The Company has identified the following policies that, due to estimates and assumptions inherent in those 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 are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of adjustments necessary to present rental income on a straight-line basis. 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

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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. 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

The following is a discussion of the components of revenue and expense for the entire Company. This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 2, 2023.

[[GREPCENT_TABLE]]
[["Revenue"],["(Dollars in thousands)","Year ended December 31,","","Percentage Change"],["","2023","","2022","","2021","","2023 from 2022","","2022 from 2021"],["Base rent","$","208,295","","","$","201,182","","","$","197,930","","","3.5","%","","1.6","%"],["Expense recoveries","37,094","","","36,025","","","34,500","","","3.0","%","","4.4","%"],["Percentage rent","1,790","","","1,632","","","1,504","","","9.7","%","","8.5","%"],["Other property revenue","2,412","","","1,910","","","1,393","","","26.3","%","","37.1","%"],["Credit (losses) recoveries on operating lease receivables, net","(534)","","","88","","","(812)","","","NM","","NM"],["Rental revenue","249,057","","","240,837","","","234,515","","","3.4","%","","2.7","%"],["Other revenue","8,150","","","5,023","","","4,710","","","62.3","%","","6.6","%"],["Total revenue","$","257,207","","","$","245,860","","","$","239,225","","","4.6","%","","2.8","%"],["NM = Not Meaningful"]]
[[/GREPCENT_TABLE]]

Total revenue increased 4.6% in 2023 compared to 2022 as described below.

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Base rent

The $7.1 million increase in base rent in 2023 compared to 2022 was primarily attributable to (a) higher commercial base rent of $4.3 million and (b) higher residential rent of $2.8 million.

Expense recoveries

The $1.1 million increase in expense recoveries in 2023 compared to 2022 is primarily attributable to an increase in recoverable property operating expenses.

Other property revenue

The $0.5 million increase in 2023 compared to 2022 is primarily attributable to higher miscellaneous income received in the Shopping Center portfolio.

Credit (losses) recoveries on operating lease receivables, net

Credit (losses) recoveries on operating lease receivables, net was a loss of $0.5 million during 2023. The loss is primarily due to higher lease receivable reserves in 2023.

Other Revenue

Other revenue increased $3.1 million primarily due to (a) higher termination fees of $2.7 million and (b) higher parking revenue of $0.4 million.

[[GREPCENT_TABLE]]
[["Expenses"],["(Dollars in thousands)","Year ended December 31,","","Percentage Change"],["","2023","","2022","","2021","","2023 from 2022","","2022 from 2021"],["Property operating expenses","$","37,489","","","$","35,934","","","$","32,881","","","4.3","%","","9.3","%"],["Real estate taxes","29,650","","","28,588","","","28,747","","","3.7","%","","(0.6)","%"],["Interest expense, net and amortization of deferred debt costs","49,153","","","43,937","","","45,424","","","11.9","%","","(3.3)","%"],["Depreciation and amortization of deferred leasing costs","48,430","","","48,969","","","50,272","","","(1.1)","%","","(2.6)","%"],["General and administrative","23,459","","","22,392","","","20,252","","","4.8","%","","10.6","%"],["Loss on early extinguishment of debt","\u2014","","","648","","","\u2014","","","NM","","NM"],["Total expenses","$","188,181","","","$","180,468","","","$","177,576","","","4.3","%","","1.6","%"],["NM = Not Meaningful"]]
[[/GREPCENT_TABLE]]

Total expenses increased 4.3% in 2023 compared to 2022 as described below.

Property operating expenses

Property operating expenses increased $1.6 million in 2023 compared to 2022 primarily due to (a) increased insurance premiums across the portfolio of $0.6 million, (b) higher property employee compensation and benefits of $0.4 million, (c) increased repairs and maintenance across the portfolio of $0.3 million, and (d) higher parking expenses in the Mixed-Use portfolio of $0.1 million.

Real estate taxes

Real estate taxes increased $1.1 million in 2023 compared to 2022 primarily due to higher tax assessments across the Shopping Center portfolio of $1.0 million.

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Interest expense, net and amortization of deferred debt costs

Interest expense, net and amortization of deferred debt costs increased $5.2 million in 2023 compared to 2022 primarily due to (a) higher interest incurred as a result of higher average interest rates of $7.5 million, (b) higher interest incurred as a result of higher average outstanding debt of $5.9 million, partially offset by (c) higher capitalized interest of $8.3 million related to Twinbrook Quarter Phase I and Hampden House.

General and administrative

General and administrative costs increased $1.1 million in 2023 compared to 2022 primarily due to (a) higher employee compensation and benefits of $1.9 million, partially offset by (b) fees paid in 2022 to third-parties related to the early refinance of loans at Beacon Center and Seven Corners Center totaling $0.6 million, which were accounted for as loan modifications and (c) lower credit facility administration costs of $0.3 million.

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 sale of property 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 revenue and 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 property revenue and property operating income under GAAP to same property revenue and same property operating income for the indicated periods. No properties were excluded from same property results.

Same property revenue

[[GREPCENT_TABLE]]
[["(in thousands)","Year ended December 31,"],["","2023","","2022"],["Total revenue","$","257,207","","","$","245,860"],["Less: Acquisitions, dispositions and development properties","\u2014","","","\u2014"],["Total same property revenue","$","257,207","","","$","245,860"],["Shopping Centers","$","179,350","","","$","172,055"],["Mixed-Use properties","77,857","","","73,805"],["Total same property revenue","$","257,207","","","$","245,860"],["Total Shopping Center revenue","$","179,350","","","$","172,055"],["Less: Shopping Center acquisitions, dispositions and development properties","\u2014","","","\u2014"],["Total same Shopping Center revenue","$","179,350","","","$","172,055"],["Total Mixed-Use property revenue","$","77,857","","","$","73,805"],["Less: Mixed-Use acquisitions, dispositions and development properties","\u2014","","","\u2014"],["Total same Mixed-Use revenue","$","77,857","","","$","73,805"]]
[[/GREPCENT_TABLE]]

The $11.3 million increase in same property revenue in 2023 compared to 2022 was primarily due to (a) higher base rent of $7.3 million, (b) higher termination fees of $2.7 million, and (c) higher expense recoveries of $1.1 million.

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

[[GREPCENT_TABLE]]
[["","","Year Ended December 31,"],["(In thousands)","","2023","","2022"],["Office mixed-use properties (1)","","$","38,514","","","$","37,845"],["Residential mixed-use properties (retail activity) (2)","","4,583","","","3,984"],["Residential mixed-use properties (residential activity) (3)","","34,760","","","31,976"],["Total Mixed-Use same property revenue","","$","77,857","","","$","73,805"]]
[[/GREPCENT_TABLE]]

(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

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Same property operating income

[[GREPCENT_TABLE]]
[["","","Year Ended December 31,"],["(In thousands)","","2023","","2022"],["Net income","","$","69,026","","","$","65,392"],["Add: Interest expense, net and amortization of deferred debt costs","","49,153","","","43,937"],["Add: Depreciation and amortization of deferred leasing costs","","48,430","","","48,969"],["Add: General and administrative","","23,459","","","22,392"],["Add: Loss on early extinguishment of debt","","\u2014","","","648"],["Property operating income","","190,068","","","181,338"],["Less: Acquisitions, dispositions and development properties","","\u2014","","","\u2014"],["Total same property operating income","","$","190,068","","","181,338"],["Shopping Centers","","$","140,866","","","$","135,160"],["Mixed-Use properties","","49,202","","","46,178"],["Total same property operating income","","$","190,068","","","$","181,338"],["Shopping Center operating income","","$","140,866","","","$","135,160"],["Less: Shopping Center acquisitions, dispositions and development properties","","\u2014","","","\u2014"],["Total same Shopping Center operating income","","$","140,866","","","$","135,160"],["Mixed-Use property operating income","","$","49,202","","","$","46,178"],["Less: Mixed-Use acquisitions, dispositions and development properties","","\u2014","","","\u2014"],["Total same Mixed-Use property operating income","","$","49,202","","","$","46,178"]]
[[/GREPCENT_TABLE]]

During the year ended 2023, Shopping Center same property operating income increased 4.2% and Mixed-Use same property operating income increased 6.5%. Shopping Center same property operating income increased primarily due to (a) higher base rent of $4.2 million and (b) higher termination fees of $2.3 million, partially offset by (c) lower expense recoveries, net of expenses of $0.7 million. Mixed-Use same property operating income increased primarily due to higher base rent of $3.1 million.

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

[[GREPCENT_TABLE]]
[["","","Year Ended December 31,"],["(In thousands)","","2023","","2022"],["Office mixed-use properties (1)","","$","24,508","","","$","24,367"],["Residential mixed-use properties (retail activity) (2)","","3,346","","","2,917"],["Residential mixed-use properties (residential activity) (3)","","21,348","","","18,894"],["Total Mixed-Use same property operating income","","$","49,202","","","$","46,178"]]
[[/GREPCENT_TABLE]]

(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

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Impact of Inflation

The impact of rising operating expenses due to inflation on the operating performance of the Company’s portfolio is partially mitigated by terms in substantially all of the Company’s retail and office leases, which contain provisions designed to increase revenues to offset the adverse impact of inflation on the Company’s results of operations. These provisions include upward periodic adjustments in base rent due from tenants, usually based on a stipulated increase, and, to a lesser extent, on the change in the consumer price index, commonly referred to as the CPI.

In addition, many of the Company’s properties are leased to retail and office tenants under long-term leases, which provide for reimbursement of operating expenses by tenants. These leases tend to reduce the Company’s exposure to rising property expenses due to inflation. Inflation and increased costs may have an adverse impact on the Company’s retail and office tenants if increases in their operating expenses exceed increases in their revenue. In a highly inflationary environment, we may not be able to raise apartment rental rates at or above the rate of inflation, which could reduce our profit margins.

Liquidity and Capital Resources

Cash and cash equivalents were $8.4 million and $13.3 million at December 31, 2023 and 2022, respectively. The changes in cash and cash equivalents during the years ended December 31, 2023 and 2022 were attributable to operating, investing and financing activities, as described below.

[[GREPCENT_TABLE]]
[["(in thousands)","Year Ended December 31,"],["","2023","","2022"],["Net cash provided by operating activities","$","117,727","","","$","121,151"],["Net cash used in investing activities","(203,681)","","","(116,888)"],["Net cash provided by (used in) financing activities","81,082","","","(5,578)"],["Decrease in cash and cash equivalents","$","(4,872)","","","$","(1,315)"]]
[[/GREPCENT_TABLE]]

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 outstanding debt.

Investing Activities

Net cash used in investing activities includes property acquisitions, developments, redevelopments, tenant improvements and other property capital expenditures. The $86.8 million increase in cash used in investing activities is primarily due to (a) higher development expenditures of $76.4 million and (b) higher additions to real estate investments throughout the portfolio of $10.4 million.

Financing Activities

Net cash provided by (used in) financing activities represents (a) cash received from loan proceeds and issuance of common stock, preferred stock and limited partnership units minus (b) 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. See Note 5 to the Consolidated Financial Statements for a discussion of financing activity.

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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 imputed 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, $263.2 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 December 31, 2023, the outstanding balance of the loan was $72.4 million, net of unamortized deferred debt costs. Sitework and ground floor retail façade work continues around all four sides of the building. Apartment unit construction is in process on levels two through 12 and work is in process on the lobbies and interior amenity spaces. 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. Excluding imputed capitalized interest, the total cost of the project is expected to be approximately $246.4 million, of which $133.0 million has been invested to date. A portion of the cost of the project is being financed by a $133.0 million construction-to-permanent loan. During the fourth quarter of 2023, the Company commenced drawing on the loan and, as of December 31, 2023, the outstanding balance of the loan was $4.9 million, net of unamortized deferred debt costs. Above grade construction of the structure is on-going with framing and pouring of concrete being performed at the 23rd level above ground. Installation of the precast façade along with exterior metal and framing is in process. Construction is expected to be completed in late 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 coming year, developments, expansions or acquisitions (if any) are expected to be funded with available cash, bank borrowings from the Company’s credit line, construction and permanent financing, proceeds from the operation of the Company’s Dividend Reinvestment and Share Purchase Plan 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, and securities offerings may include (subject to certain limitations) the issuance of additional limited partnership interests in the Operating Partnership which can be converted into shares of Saul Centers common stock. The availability and terms of any such financing will depend upon market and other conditions.

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Contractual Payment Obligations

As of December 31, 2023, the Company had unfunded contractual payment obligations totaling approximately $278.9 million, excluding operating obligations, due within the next 12 months. The table below shows the total contractual payment obligations as of December 31, 2023.

[[GREPCENT_TABLE]]
[["","Payments Due By Period"],["(Dollars in thousands)","One Year or Less","","More Than One Year","","Total"],["Notes Payable:"],["Interest","$","47,639","","","$","314,310","","","$","361,949"],["Scheduled Principal","33,291","","","299,042","","","332,333"],["Balloon Payments","50,694","","","1,023,258","","","1,073,952"],["Subtotal","131,624","","","1,636,610","","","1,768,234"],["Corporate Headquarters Lease (1)","825","","","1,872","","","2,697"],["Development and Predevelopment Obligations","126,415","","","16,675","","","143,090"],["Tenant Improvements","20,054","","","\u2014","","","20,054"],["Total Contractual Obligations","$","278,918","","","$","1,655,157","","","$","1,934,075"]]
[[/GREPCENT_TABLE]]

(1)See Note 7 to Consolidated Financial Statements. Corporate Headquarters Lease amounts represent an allocation to the Company based upon employees’ time dedicated to the Company’s business as specified in the Shared Services Agreement. Future amounts are subject to change as the number of employees employed by each of the parties to the lease fluctuates.

Dividend Reinvestments

In December 1995, the Company established a Dividend Reinvestment and Stock Purchase Plan (the “Plan”) to allow 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 Plan 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 Plan are paid by the Company. The Company issued 53,716 and 138,142 shares under the Plan at a weighted average discounted price of $36.46 and $48.56 per share during the years ended December 31, 2023 and 2022, respectively. The Company issued 44,500 and 26,659 limited partnership units under the Plan at a weighted average price of $33.83 and $49.81 per unit during the years ended December 31, 2023 and 2022, respectively. The Company also credited 7,643 and 5,815 shares to directors pursuant to the reinvestment of dividends specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $36.50 and $46.74 per share, during the years ended December 31, 2023 and 2022, respectively.

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Capital Strategy and Financing Activity

As a general policy, the Company intends to maintain a ratio of its total debt to total estimated 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 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 estimated asset value was below 50% as of December 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 policy in light of current economic conditions, relative costs of capital, market values of the Company 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 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 continues to refinance or renegotiate the terms of its outstanding debt in order to extend maturities and obtain generally more favorable loan terms, whenever management determines the financing environment is favorable.

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.

The Company's 2022 financing activity is described within Note 5 to the Consolidated Financial Statements. The following is a summary of notes payable as of December 31, 2023 and 2022.

45

[[GREPCENT_TABLE]]
[["Notes Payable","Year Ended December 31,","","Interest","","Scheduled"],["(Dollars in thousands)","2023","","","","2022","","Rate*","Maturity*"],["BJ's Wholesale Club","$","\u2014","","","","","$","9,345","","","6.43","%","","Apr-2023"],["Leesburg Pike Center","11,822","","","","","12,543","","","7.35","%","","Jun-2024"],["White Oak","19,031","","","","","19,985","","","6.88","%","","Jul-2024"],["Avenel Business Park","21,611","","","","","22,906","","","7.45","%","","Jul-2024"],["Ashburn Village","21,805","","","","","23,039","","","7.30","%","","Jan-2025"],["Ravenwood","11,361","","","","","11,975","","","6.18","%","","Jan-2026"],["Clarendon Center","81,693","","","","","86,264","","","5.31","%","","Apr-2026"],["Severna Park Marketplace","24,458","","","","","25,857","","","4.30","%","","Oct-2026"],["Kentlands Square II","28,093","","","","","29,658","","","4.53","%","","Nov-2026"],["Cranberry Square","13,224","","","","","13,946","","","4.70","%","","Dec-2026"],["Fixed-rate portion of Credit Facility","100,000","","","","","100,000","","","4.38","%","","Feb-2027"],["Hampshire-Langley","11,569","","","","","12,231","","","4.04","%","","Apr-2028"],["Seabreeze Plaza","12,683","","","","","13,302","","","3.99","%","","Sep-2028"],["Great Falls Center","30,547","","","","","31,313","","","3.91","%","","Sep-2029"],["Shops at Fairfax / Boulevard","22,452","","","","","23,443","","","3.69","%","","Mar-2030"],["Northrock","12,135","","","","","12,652","","","3.99","%","","Apr-2030"],["Burtonsville Town Square","32,178","","","","","33,439","","","3.39","%","","Feb-2032"],["Park Van Ness","60,874","","","","","62,813","","","4.88","%","","Sep-2032"],["Washington Square","50,249","","","","","52,030","","","3.75","%","","Dec-2032"],["BJ's Wholesale Club","15,099","","","","","\u2014","","","6.07","%","","Mar-2033"],["Broadlands Village","27,999","","","","","28,858","","","4.41","%","","Nov-2033"],["The Glen","20,234","","","","","20,827","","","4.69","%","","Jan-2034"],["Olde Forte Village","19,563","","","","","20,136","","","4.65","%","","Feb-2034"],["Olney","12,655","","","","","12,476","","","8.00","%","","Apr-2034"],["Shops at Monocacy","25,670","","","","","26,422","","","4.14","%","","Dec-2034"],["Ashbrook Marketplace","20,216","","","","","20,807","","","3.80","%","","Aug-2035"],["Kentlands","27,321","","","","","28,157","","","3.43","%","","Aug-2035"],["The Waycroft","149,078","","","","","152,679","","","4.67","%","","Sep-2035"],["Village Center","24,460","","","","","25,057","","","4.14","%","","Aug-2037"],["Beacon Center / Seven Corners","139,570","","","","","142,522","","","5.05","%","","Oct-2037"],["Hampden House","7,726","","","","","\u2014","","","3.90","%","","Mar-2040"],["Twinbrook","74,909","","","","","\u2014","","","3.83","%","","Dec-2041"],["Total fixed rate","1,130,285","","","","","1,074,682","","","4.70","%","","8.62 years"],["Variable rate loans:"],["Variable-rate portion of Credit Facility**","276,000","","","","","164,000","","","SOFR + 1.40%","","Aug-2025"],["Total variable rate**","276,000","","","","","164,000","","","6.88","%","","1.70 years"],["Total notes payable","$","1,406,285","","","","","$","1,238,682","","","5.13","%","","7.26 years"]]
[[/GREPCENT_TABLE]]

*    Totals computed using weighted averages.

**    The interest rate incurred on our variable rate debt changes monthly and is based on the 1-month Term SOFR rate plus a 0.10% SOFR credit spread plus the applicable margin on the Credit Facility, which was 1.40% as of December 31, 2023.

46

Funds From Operations

In 2023, the Company reported Funds From Operations (“FFO”)1 available to common stockholders and noncontrolling interests of $106.3 million, a 3.0% increase from 2022 FFO available to common stockholders and noncontrolling interests of $103.2 million. FFO available to common stockholders and noncontrolling interests increased primarily due to (a) higher base rent of $7.3 million and (b) higher termination fees of $2.7 million, partially offset by (c) higher interest expense, net and amortization of deferred debt costs of $5.2 million and (d) lower expense recovery income, net of expenses, of $1.5 million. The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:

[[GREPCENT_TABLE]]
[["","Year ended December 31,"],["(Dollars in thousands)","2023","","2022","","2021"],["Net income","$","69,026","","","$","65,392","","","$","61,649"],["Add:"],["Real estate depreciation and amortization","48,430","","","48,969","","","50,272"],["FFO","117,456","","","114,361","","","111,921"],["Subtract:"],["Preferred stock dividends","(11,194)","","","(11,194)","","","(11,194)"],["FFO available to common stockholders and noncontrolling interests","$","106,262","","","$","103,167","","","$","100,727"],["Weighted average shares and units:"],["Basic","33,474","","","33,256","","","32,029"],["Diluted (2)","34,066","","","33,972","","","33,098"],["Basic FFO per share available to common stockholders and noncontrolling interests","$","3.17","","","$","3.10","","","$","3.14"],["Diluted FFO per share available to common stockholders and noncontrolling interests.","$","3.12","","","$","3.04","","","$","3.04"]]
[[/GREPCENT_TABLE]]

(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 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 we believe occurs with our 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 by 1592 Rockville Pike. Half of the units held in escrow were released on October 18, 2021. The remaining units held in escrow were released on October 18, 2023.

47

Acquisitions and Redevelopments

Management anticipates that during the coming year, 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 coming year, any developments, expansions or acquisitions are expected to be funded with bank borrowings from the Company’s credit line, 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 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 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.

[[GREPCENT_TABLE]]
[["","","Commercial Rents"],["","","Year ended December 31,"],["","","2023","","2022","","2021"],["Base rent","","$","20.79","","","$","20.55","","","$","20.63"],["Effective rent","","$","19.24","","","$","18.95","","","$","18.91"]]
[[/GREPCENT_TABLE]]

The following chart sets forth certain information regarding commercial leases at our properties for the periods indicated. This section generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022. Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 2, 2023.

[[GREPCENT_TABLE]]
[["","","Total Properties","","Total Square Footage","","Percentage Leased"],["As of December 31,","","Shopping Centers","","Mixed-Use","","Shopping Centers","","Mixed-Use","","Shopping Centers","","Mixed-Use"],["2023","","50","","","7","","","7,878,088","","","1,136,885","","","95.3","%","","86.0","%"],["2022","","50","","","7","","","7,877,330","","","1,136,885","","","94.7","%","","82.5","%"]]
[[/GREPCENT_TABLE]]

The overall commercial portfolio leasing percentage, on a comparative same property basis, increased to 94.2% at December 31, 2023 from 93.2% at December 31, 2022. Included in the 94.2% of space leased as of December 31, 2023, is approximately 157,355 square feet of space, representing 1.75% of total commercial square footage, that has not been occupied by the tenant. Collectively, these leases are expected to produce approximately $4.1 million of additional annualized base rent, an average of $26.20 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 Mixed-Use portfolio includes 164,892 square feet of retail space and 971,993 square feet of office space. The leasing percentage at office mixed-use properties increased to 85.3% at December 31, 2023 from 82.0% at December 31, 2022. The retail leasing percentage at residential mixed-use properties increased to 97.0% at December 31, 2023 from 91.2% at December 31, 2022.

48

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.

[[GREPCENT_TABLE]]
[["Commercial Property Leasing Activity","","Average Base Rent per Square Foot"],["Year ended December 31,","","Square Feet","","Number of Leases","","New/Renewed Leases","","Expiring Leases"],["","","Shopping Centers","","Mixed-Use","","Shopping Centers","","Mixed-Use","","Shopping Centers","","Mixed-Use","","Shopping Centers","","Mixed-Use"],["2023","","1,554,663","","","229,956","","","282","","","35","","","$","20.38","","","$","36.70","","","$","19.35","","","$","38.68"],["2022","","1,274,191","","","86,713","","","304","","","17","","","22.50","","","28.04","","","21.37","","","29.66"]]
[[/GREPCENT_TABLE]]

Additional information about commercial leasing activity during the three months ended December 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 as a result of acquisition or development.

[[GREPCENT_TABLE]]
[["","","Commercial Property Leasing Activity"],["","","New Leases","","First Generation/Development Leases","","Renewed Leases"],["Number of leases","","16","","","\u2014","","","46"],["Square feet","","37,161","","","\u2014","","","283,639"],["Per square foot average annualized:"],["Base rent","","$","44.71","","","$","\u2014","","","$","28.93"],["Tenant improvements","","(2.96)","","","\u2014","","","(0.53)"],["Leasing costs","","(1.95)","","","\u2014","","","(0.55)"],["Rent concessions","","(2.98)","","","\u2014","","","(0.05)"],["Effective rents","","$","36.82","","","$","\u2014","","","$","27.80"]]
[[/GREPCENT_TABLE]]

As of December 31, 2023, 713,271 square feet of Commercial space was subject to leases scheduled to expire in 2024. Below is information about existing and estimated market base rents per square foot for that space.

[[GREPCENT_TABLE]]
[["Expiring Commercial Property Leases:","","Total"],["Square feet","","713,271"],["Average base rent per square foot","","$","23.32"],["Estimated market base rent per square foot","","$","23.56"]]
[[/GREPCENT_TABLE]]

The Residential portfolio was 98.0% leased at December 31, 2023, compared to 97.2% at December 31, 2022.

[[GREPCENT_TABLE]]
[["Residential Property Leasing Activity","","Average Rent per Square Foot"],["Year ended December 31,","","Number of leases","","New/Renewed Leases","","Expiring Leases"],["2023","","929","","","$","3.53","","","$","3.43"],["2022","","1,005","","","$","3.44","","","$","3.22"]]
[[/GREPCENT_TABLE]]

49