ITEM 1. BUSINESS
General - -------
Saul Centers, Inc. ("Saul Centers") was incorporated under the Maryland General Corporation Law on June 10, 1993. The authorized capital stock of Saul Centers consists of 30,000,000 shares of common stock, having a par value of $0.01 per share, and 1,000,000 shares of preferred stock. Each holder of common stock is entitled to one vote for each share held. Saul Centers, together with its wholly owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the "Company". B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers.
Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B.F. Saul Real Estate Investment Trust, the B.F. Saul Company, Chevy Chase Bank, F.S.B. and certain other affiliated entities (collectively, "The Saul Organization"). On August 26, 1993, The Saul Organization transferred to Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the "Operating Partnership"), and two newly formed subsidiary limited partnerships (the "Subsidiary Partnerships") 26 shopping center properties, one office property, one research park and one office/retail property and the management functions related to the transferred properties. Since its formation, the Company has purchased three additional community and neighborhood shopping center properties, an office property and purchased a land parcel which it developed into a neighborhood shopping center. The Company is currently in the predevelopment and approval process of converting an under- performing shopping center to an office/warehouse use. Therefore, as of December 31, 1998, the Company's properties (the "Current Portfolio Properties") consisted of 29 operating shopping center properties (the "Shopping Centers"), a property planned to be converted to an office/warehouse facility (the
"Industrial Property") and four predominantly office properties (the "Office Properties"). To facilitate the placement of collateralized mortgage debt, the Company established Saul QRS, Inc. and SC Finance Corporation, each of which is a wholly owned subsidiary of Saul Centers. Saul QRS, Inc. was established to succeed to the interest of Saul Centers as the sole general partner of Saul Subsidiary I Limited Partnership.
As a consequence of the transactions constituting the formation of the Company, Saul Centers serves as the sole general partner of the Operating Partnership and of Saul Subsidiary II Limited Partnership, while Saul QRS, Inc., Saul Centers' wholly owned subsidiary, serves as the sole general partner of Saul Subsidiary I Limited Partnership. The remaining limited partnership interests in Saul Subsidiary I Limited Partnership and Saul Subsidiary II Limited Partnership are held by the Operating Partnership as the sole limited partner. Through this structure, the Company owns 100 % of the Current Portfolio Properties.
Saul Centers operates as a real estate investment trust under the Internal Revenue Code of 1986, as amended (a "REIT"). Saul Centers generally will not be subject to federal income tax, provided it annually distributes at least 95 % of its real estate investment trust taxable income to its stockholders and meets certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders.
The Company's principal business activity is the ownership, management and development of income-producing properties. The Company's long-term objectives are to increase cash flow from operations and to maximize capital appreciation of its real estate.
Management of the Current Portfolio Properties - ----------------------------------------------
The Partnerships manage the Current Portfolio Properties and will manage any subsequently acquired properties. The Management of the properties includes performing property management, leasing, design, renovation, development and accounting duties for each property. The Partnerships provide each property with a fully integrated property management capability, with approximately 50 employees and with an extensive and mature network of relationships with tenants and potential tenants as well as with members of the brokerage and property owners' communities. The Company currently does not, and does not intend to, retain third party managers or provide management services to third parties.
The Company augments its property management capabilities by sharing with The Saul Organization certain ancillary functions, at cost, such as computer and payroll services, benefits administration and in-house legal services. The company also shares insurance administration expenses on a pro rata basis with The Saul Organization. The Saul Organization subleases office space to the Company at its cost. Management believes that these arrangements result in lower costs than could be obtained by contracting with third parties. These arrangements permit the Company to capture greater economies of scale in purchasing from third party vendors than would otherwise be available to the Company alone and to capture internal economies of scale by avoiding payments representing profits with respect to functions provided internally. The terms of all sharing arrangements with The Saul Organization, including payments related thereto, are reviewed periodically by the Audit Committee of the Company's Board of Directors.
Principal Offices - -----------------
The principal offices of the Company are located at 8401 Connecticut Avenue, Chevy Chase, Maryland 20815, and the Company's telephone number is (301) 986-6200.
Operating Strategies - --------------------
The Company's primary operating strategy is to focus on its community and neighborhood shopping center business and to operate its properties to achieve both cash flow growth and capital appreciation. Community and neighborhood shopping centers typically provide reliable cash flow and steady long-term growth potential. Management intends to actively manage its property portfolio by engaging in strategic leasing activities, tenant selection, lease negotiation and shopping center expansion and reconfiguration. The Company seeks to optimize tenant mix by selecting tenants for its shopping centers that provide a broad spectrum of goods and services, consistent with the role of community and neighborhood shopping centers as the source for day-to-day necessities. Management believes that such a synergistic tenanting approach results in increased cash flow from existing tenants by providing the Shopping Centers with consistent traffic and a desirable mix of shoppers, resulting in increased sales and, therefore, increased cash flows.
Management believes there is significant potential for growth in cash flow as existing leases for space in the Shopping Centers expire and are renewed, or newly available or vacant space is leased. The Company intends to renegotiate leases aggressively and seek new tenants for available space in order to maximize this potential for increased cash flow. As leases expire, management expects to revise rental rates, lease terms and conditions, relocate existing tenants, reconfigure tenant spaces and introduce new tenants to increase cash flow. In those circumstances in which leases are not otherwise expiring, management intends to attempt to increase cash flow through a variety of means, including renegotiating rents in exchange for additional renewal options or in connection with renovations or relocations, recapturing leases with below market rents and re-leasing at market rates, as well as replacing financially troubled tenants. When possible, management also will seek to include scheduled increases in base rent, as well as percentage rental provisions in its leases.
The Shopping Centers contain numerous undeveloped parcels within the centers which are suitable for development as free-standing retail facilities, such as restaurants, banks, auto centers or cinemas. Management will continue to seek desirable tenants for facilities to be developed on these sites and to develop and lease these sites in a manner that complements the Shopping Centers in which they are located.
The Company will also seek growth opportunities in its Washington, D.C. metropolitan area office portfolio, primarily through development and redevelopment. Management also intends to negotiate lease renewals or to re- lease available space in the Office Properties, while considering the strategic balance of optimizing short-term cash flow and long-term asset value .
It is management's intention to hold properties for long-term investment and to place strong emphasis on regular maintenance, periodic renovation and capital improvement. Management believes that such characteristics as cleanliness, lighting and security are particularly important in community and neighborhood shopping centers, which are frequently visited by shoppers during hours outside of the normal work day. Management believes that the Shopping Centers and Office Properties generally are attractive and well maintained. The Shopping Centers and Office Properties will undergo expansion, renovation, reconfiguration and modernization from time to time when management believes that such action is warranted by opportunities or changes in the competitive environment of a property. Several of the Shopping Centers have been renovated recently. During 1997 and 1998, the Company was involved in predevelopment and/or development of twelve of its properties. The Company will continue its practice of expanding existing properties by undertaking new construction on outparcels suitable for development as free standing retail or office facilities.
Redevelopment, Renovations and Acquisitions - -------------------------------------------
The Company's redevelopment, renovation and acquisition objective is to selectively and opportunistically redevelop and renovate its properties, by replacing leases with below market rents with strong, traffic-generating anchor stores such as supermarkets and drug stores, as well as other desirable local, regional and national tenants. The Company's strategy remains focused on continuing the operating performance and internal growth of its existing Shopping Centers, while enhancing this growth with selective retail redevelopments and renovations.
Management believes that attractive opportunities for investment in existing and new shopping center properties will continue to be available. Management believes that the Company will be well situated to take advantage of these opportunities because of its access to capital markets, ability to acquire properties either for cash or securities (including Operating Partnership interests in tax advantaged transactions) and because of management's experience in seeking out, identifying and evaluating potential acquisitions. In addition, management believes its shopping center expertise should permit it to optimize the performance of shopping centers once they have been acquired.
Management also believes that opportunities exist for investment in new office properties. It is management's view that several of the office sub- markets in which the Company operates have very attractive supply/demand characteristics. The Company will continue to evaluate new office development and redevelopment as an integral part of its overall business plan.
In evaluating a particular redevelopment, renovation, acquisition, or development, management will consider a variety of factors, including (i) the location and accessibility of the property; (ii) the geographic area (with an emphasis on the Mid-Atlantic region) and demographic characteristics of the community, as well as the local real estate market, including potential for growth and potential regulatory impediments to development; (iii) the size of the property; (iv) the purchase price; (v) the non-financial terms of the proposed acquisition; (vi) the availability of funds or other consideration for the proposed acquisition and the cost thereof; (vii) the "fit" of the property with the Company's existing portfolio; (viii) the potential for, and current extent of, any environmental problems; (ix) the current and historical occupancy rates of the property or any comparable or competing properties in the same market; (x) the quality of construction and design and the current physical condition of the property; (xi) the financial and other characteristics of existing tenants and the terms of existing leases; and (xii) the potential for capital appreciation.
Although it is management's present intention to concentrate future acquisition and development activities on community and neighborhood shopping centers and office properties in the Mid-Atlantic region, the Company may, in the future, also acquire other types of real estate in other regions of the country.
Capital Strategies - ------------------
As a general policy, the Company intends to maintain a ratio of its total debt to total asset value of 50 % or less and to actively manage the Company's leverage and debt expense on an ongoing basis in order to maintain prudent coverage of fixed charges. Asset value is the aggregate fair market value of 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 total debt to asset value as of December 31, 1998 remains less than 50%.
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 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 and consequently, may increase or decrease the Company's debt ratio above or below 50 %. 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. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources --Borrowing Capacity."
The Company intends to finance future acquisitions and to make debt repayments by utilizing the sources of capital then deemed to be most advantageous. Such sources may include undistributed operating cash flow, secured or unsecured bank and institutional borrowings, private and public offerings of debt or equity securities, proceeds from the Company's Dividend Reinvestment and Stock Purchase Plan, and proceeds from the sale of properties. Borrowings may be at the Saul Centers, Operating Partnership or Subsidiary Partnerships' level and securities offerings may include (subject to certain limitations) the issuance of Operating Partnership interests convertible into Common Stock or other equity securities.
Competition - -----------
As an owner of, or investor in, commercial real estate properties, the Company is subject to competition from a variety of other owners of similar properties in connection with their sale, lease or other disposition and use. Management believes that success in such competition is dependent in part upon the geographic location of the property, the tenant mix, the performance of property managers, the amount of new construction in the area and the maintenance and appearance of the property. Additional competitive factors impacting upon retail and commercial properties include the ease of access to the properties, the adequacy of related facilities such as parking, and the demographic characteristics in the markets in which the properties compete. Overall economic circumstances and trends and new properties in the vicinity of each of the properties in the Current Portfolio Properties are also competitive factors.
Environmental Matters - ---------------------
The Current Portfolio Properties are subject to various laws and regulations relating to environmental and pollution controls. The effect upon the Company of the application of such laws and regulations either prospectively or retrospectively is not expected to have a materially adverse effect on the Company's property operations. As a matter of policy, the Company requires an environmental study be performed with respect to a property that may be subject to possible environmental hazards prior to its acquisition to ascertain that there are no material environmental hazards associated with such property.
Employees - ---------
As of February 20, 1999, the Company employed approximately 50 persons, including six full-time leasing officers. None of the Company's employees are covered by collective bargaining agreements. Management believes that its relationship with employees is good.
Current Developments - --------------------
A significant enhancement to the Company's sustained historical internal growth in shopping centers has been its continuing program of renovation, redevelopment and expansion activities. These development activities serve to position the Company's centers as architecturally consistent with the times in terms of facade image, site improvements and flexibility to accommodate tenant size requirements and merchandising evolution.
In February 1998, the Company commenced construction on a facade renovation and retenanting of a 103,000 square foot anchor space at the 213,000 square foot French Market center in Oklahoma City, Oklahoma. The Company successfully negotiated the termination of a below market Venture lease in the fourth quarter of 1997. Construction and retenanting of the first three new spaces, a 41,000 square foot Bed, Bath and Beyond, an 8,000 square foot Lakeshore Learning, a children's educational toy store and an 8,000 square foot BridesMart formal wear retailer were completed in 1998. The Company is conducting negotiations with prospective tenants for the remaining 38,000 square feet. The redevelopment included a complete facade renovation of the 103,000 square foot building which incorporates new anchor tenant architectural features, new storefronts, tenant signage and decorative awnings.
The Company has signed a lease with Lowe's Companies for a new 148,000 square foot home improvement superstore and garden center at the Beacon Center in Alexandria, Virginia. The lease has an initial term of twenty years. The area leased by Lowe's consists of approximately 100,000 square feet of existing space and 48,000 square feet of new building area. Beacon Center's central enclosed mall area was demolished and construction commenced on the Lowe's store, scheduled to open in the summer of 1999. The center's other tenants include anchors Giant Food, Marshalls and Office Depot, with a complement of small shop space and restaurants. The 350,000 square feet Beacon Center is now over 99% leased. In addition to the new home improvement store, 8,000 square feet of new small shop space adjacent to Lowe's and Giant has been constructed and is fully occupied.
The Company commenced another significant redevelopment during 1998 when it signed a lease with SuperFresh for a new 53,000 square foot grocery store at the Shops at Fairfax, located in Fairfax, Virginia. A portion of the shopping center which includes a small enclosed mall was demolished to allow SuperFresh to occupy a new building, with construction projected to be completed in the fall of 1999. An additional 7,500 square feet of shop space will be constructed adjacent to the supermarket. The facade of the adjacent Boulevard shopping center, also owned by the Company, is being renovated and modernized. This renovation was driven by a new 12,000 square foot lease with Party City, which replaced a previous lease with below market rents. Redevelopment plans also include new landscaping and a more efficient parking scheme, which should enhance the property as a desirable neighborhood shopping center.
Office development and acquisition activities were an integral part of the Company's focus during 1998, and substantial efforts in this area will continue throughout 1999. In February 1999, the Company announced that it will develop a new 230,000 square foot Class A mixed-use office / retail complex on North Washington Street in historic Old Town Alexandria in Northern Virginia. This project will be developed on Alexandria's main street, on a 2 acre site which the Company owns, formerly the location of a 41,500 square foot Mastercraft furniture store. Construction commenced in February, with delivery of the project scheduled for the summer of 2000. Two twin four-story buildings will feature a brick and cast stone exterior facade with a glass curtain wall overlooking a spacious courtyard. Amenities will include 3-story atrium lobbies, a fitness center, concierge service, a 600 space parking structure and the latest computerized energy management system. The street level will have 45,000 square feet of retail space. Office space will total 185,000 square feet, with the top floor containing walk-out terraces.
On April 1, 1998, the Company purchased, through its operating partnership, a newly constructed, 100% leased office / flex building (Avenel IV) located adjacent to its Avenel Business Park (Phases I-III) in Gaithersburg, Maryland. Avenel IV contains 46,227 square feet of net leasable area, which increased the Company's Avenel Business Park by 16%, to 332,000 square feet. An independent appraisal determined the purchase price of $5,600,000. The seller is a member of The Saul Organization and is an existing limited partner in the operating partnership.
In July 1998, the Company began development of approximately 27,000 square feet of additional office / flex space at Avenel Business Park on excess land that it owns. Construction of this new project (Avenel V) was substantially completed during January 1999. Approximately 25% of the space is leased, while leases are in negotiation for a substantial portion of the remaining newly developed space. Excluding this new development, Avenel Business Park (Phases I-IV) is currently over 94% leased.
Financial Information - ---------------------
In 1998, the Company reported Funds From Operations (FFO) of $29,768,000 on a fully converted basis. This represents a 7.7% increase over 1997 FFO of $27,637,000. The FFO increase resulted primarily from increased base rents from stabilizing redevelopments and decreases in operating expenses resulting from aggressive asset management. The following table represents a reconciliation from net income before minority interests to FFO:
_______________________
/1/ Retroactive to January 1, 1998, the Company began recognition of percentage rental income in accordance with a new accounting pronouncement.
/2/ FFO, as defined by the National Association of Real Estate Investment Trusts, is calculated as net income excluding gains or losses from debt restructuring and sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the 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, 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 supplemental measure of operating performance and along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of the ability of the Company to incur and service debt, to make capital expenditures and to fund other cash needs. FFO may not be comparable to similarly titled measures employed by other REITs.
Cash flow from operating activities, financing activities and investing activities are as follows:
ITEM 2.
ITEM 2. PROPERTIES
Overview - --------
The Company is the owner and operator of a real estate portfolio of 34 properties totaling approximately 5.9 million square feet of gross leasable area ("GLA") located primarily in the Washington, D.C./Baltimore metropolitan area. The portfolio is composed of 29 neighborhood and community Shopping Centers, four Office Properties and one Industrial Property, totaling approximately 5.0, 0.7 and 0.2 million square feet of GLA, respectively. With the exception of four Shopping Center properties and one Office Property purchased or developed during the past four years, the Company Portfolio consists of seasoned properties that have been owned and managed by The Saul Organization for 15 years or more. The Company expects to hold its properties as long-term investments, and it has no maximum period for retention of any investment. It plans to selectively acquire additional income-producing properties and to expand, renovate, and improve its properties when circumstances warrant. See "Business--Operating Strategies" and "Business--Capital Strategies."
The Shopping Centers - --------------------
Community and neighborhood shopping centers typically are anchored by one or more supermarkets, discount department stores or drug stores. These anchors offer day-to-day necessities rather than apparel and luxury goods and, therefore, generate consistent local traffic. By contrast, regional malls generally are larger and typically are anchored by one or more full-service department stores.
The Shopping Centers (typically) are seasoned community and neighborhood shopping centers located in well established, highly developed, densely populated, middle and upper income areas. Based upon census data, the average estimated population within a three- and five-mile radius of the Shopping Centers is approximately 110,000 and 256,000, respectively. The average household income within a three and five-mile radius of the Shopping Centers is $59,000 and $60,000, respectively, compared to a national average of $51,000. Because the Shopping Centers generally are located in highly developed areas, management believes that there is little likelihood that any significant numbers of competing centers will be developed in the future.
The Shopping Centers range in size from 5,000 to 568,000 square feet of GLA, with seven in excess of 300,000 square feet, and a weighted average of approximately 172,000 square feet. A majority of the Shopping Centers are anchored by several major tenants. Eighteen of the 29 Shopping Centers are anchored by a grocery store, and offer primarily day-to-day necessities and services. As of February 1999, no single Shopping Center accounted for more than 11.5 % of the total Shopping Center GLA. Only the United States General Services Administration and one Shopping Center tenant, Giant Food, individually accounted for more than 2.0 % of the Company's total revenues for the year ending December 31, 1998.
The Office Properties - ---------------------
The four Office Properties are all located in the Washington, D.C. metropolitan area and contain an aggregate GLA of approximately 714,000 square feet, composed of 673,000 and 41,000 square feet of office and retail space, respectively. The Office Properties represent three distinct styles of facilities, are located in differing commercial environments with distinctive demographic characteristics, and are geographically removed from one another. As a consequence, management believes that the Office Properties compete for tenants in different commercial and geographic sub-markets of the metropolitan Washington, D.C. market and do not compete with one another.
601 Pennsylvania Ave. is a nine-story, Class A office building (with a small amount of street level retail space) built in 1986 and located in a prime downtown location. Van Ness Square is a six-story office/retail building rebuilt in 1990. Van Ness Square is located in a highly developed commercial area of Northwest Washington, D.C. which offers extensive retail and restaurant amenities. Management believes that the Washington, D.C. office market is one of the strongest and most stable leasing markets in the nation, with relatively low vacancy rates in comparison to other major metropolitan areas. It believes that the long-term stability of this market is attributable to the status of Washington, D.C. as the nation's capital and to the presence of the federal government, international agencies, and an expanding private sector job market. Avenel Business Park (Phases I-III) is a research park located in a Maryland suburb of Washington, D.C. On April 1 1998, the Company purchased Avenel IV, a newly constructed and 100% leased office / flex building located adjacent to Avenel Phases I-III. Two additional buildings (Avenel V) were completed in January 1999. The combined business park consists of eleven one-story buildings built in five phases which were completed in 1981, 1985, 1989, 1998 and 1999. Management believes that, due to its desirable location, the high quality of the property and the relative scarcity of research and development space in its immediate area, Avenel should continue to attract and retain desirable tenants in the future.
The Industrial Property - -----------------------
The Industrial Property, Crosstown Business Center, is a 197,135 square foot warehouse and flex office complex located in Tulsa, Oklahoma. The Company is capitalizing on the property's close proximity to Tulsa's international airport and complimentary facilities by converting the former strip shopping center into a use more suitable to the property's location and physical layout.
The following table sets forth, at the dates indicated, certain information regarding the Current Portfolio Properties:
Saul Centers, Inc Schedule of Current Portfolio Properties December 31, 1998
Saul Centers, Inc Schedule of Current Portfolio Properties December 31, 1998
(a) Property is being redeveloped. Leasable area and percentage leased includes space leased and under development. (b) An additional 27,000 square feet of space at Avenel was under construction as of December 31, 1998. (c) Shopping center conversion - currently in approval and pre-development.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
In the normal course of business, the Company is involved in litigation, including litigation arising out of the collection of rents, the enforcement or defense of the priority of its security interests, and the continued development and marketing of certain of its real estate properties. In the opinion of management, litigation that is currently pending should not have a material adverse impact on the financial condition or future operations of the Company.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market Information - ------------------
Saul Centers completed the Offerings on August 26, 1993. Shares of Common Stock were sold at an initial offering price of $20 per share and the net offering proceeds were used to acquire general partnership interests in the Operating Partnership and Subsidiary Partnerships, which hold the Portfolio Properties and the Management Functions. The shares are listed on the New York Stock Exchange under the symbol "BFS". The high and low sales prices for the Common Stock shares for each quarter of 1998 and 1997 were as follows:
On February 19, 1999 the closing price was 15 1/8.
Holders - -------
The approximate number of holders of record of the Common Stock was 550 as of February 19, 1999.
Dividends - ---------
Saul Centers was formed on June 10, 1993 and from that time through August 27, 1993, distributions were not paid to stockholders. Subsequent to its initial public offering, the Company has declared and paid regular quarterly distributions to its stockholders. The first distribution, in the amount of $0.15 per share for the partial quarter ended September 30, 1993, was paid on October 29, 1993 to stockholders of record as of October 15, 1993. This initial amount was based upon a full quarterly distribution of $0.39 per share. The Company paid four quarterly distributions in the amount of $0.39 per share, during each of the years ended December 31, 1998, 1997, 1996, 1995 and 1994, totaling $1.56 per share for each of these years, or an annual yield of 10.4% based on the closing price of the Common Stock on the New York Stock Exchange as of February 20, 1999. The Company has determined that 74.23% of the total $1.56 per share paid in calendar year 1998 represents currently taxable dividend income to the stockholders.
The Company's estimate of cash flow available for distributions is believed to be based on reasonable assumptions and represents a reasonable basis for setting distributions. However, the actual results of operations of the Company will be affected by a variety of factors, including actual rental revenue, operating expenses of the Company, interest expense, general economic conditions, federal, state and local taxes (if any), unanticipated capital expenditures, and the adequacy of reserves. While the Company intends to continue paying regular quarterly distributions, any future payments will be determined solely by the Board of Directors and will depend on a number of factors, including cash flow of the Company, its financial condition and capital requirements, the annual distribution requirements required to maintain its status as a REIT under the Code, and such other factors as the Board of Directors deems relevant.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data of the Company contained herein has been derived from the consolidated and combined financial statements of the Company and The Saul Organization. The data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Consolidated Financial Statements included elsewhere in this report. The historical selected financial data have been derived from audited financial statements for all periods.
Saul Centers, Inc.
SELECTED FINANCIAL DATA
(In thousands, except per share data)
(1) By operation of the Company's dividend reinvestment plan, $6,364, $4,305 and $3,378, was reinvested in newly issued common stock during 1998, 1997 and 1996, respectively.
(2) Funds From Operations (FFO) as defined by the National Association of Real Estate Investment Trusts (NAREIT), represents net income excluding gains or losses from debt restructuring, sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the 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 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 supplemental measure of operating performance and along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of the ability of the Company to incur and service debt, to make capital expenditures and to fund cash needs. FFO may not be comparable to similarly titled measures employed by other REITs.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General - -------
The following discussion is based on the consolidated financial statements of the Company as of December 31, 1998 and for the year ended December 31, 1998. Prior year data is based on the Company's consolidated financial statements as of December 31, 1997 and 1996 and for the years ended December 31, 1997 and 1996.
Liquidity and Capital Resources - -------------------------------
The Company's principal demands for liquidity are expected to be distributions to its stockholders, debt service and loan repayments, 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 95 % of its "real estate investment trust taxable income," as defined in the Internal Revenue Code of 1986, as amended. The Company anticipates that operating revenues will provide the funds necessary for operations, debt service, distributions, and required recurring capital expenditures. Balloon principal repayments are expected to be funded by refinancings.
Management anticipates that during the coming year the Company may: 1) redevelop certain of the Shopping Centers, 2) develop additional freestanding outparcels or expansions within certain of the Shopping Centers, 3) acquire existing neighborhood and community shopping centers and/or office properties and 4) develop new shopping center or office sites. Acquisition and development of properties are undertaken only after careful analysis and review, and management's determination that such property is 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 expects to fulfill its long range requirements for capital resources in a variety of ways, including undistributed cash flow from operations, secured or unsecured bank and institutional borrowings, private or public offerings of debt or equity securities and proceeds from the sales of properties. 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.
Management believes that the Company's current capital resources, including approximately $42,000,000 of the Company's credit line which was available for borrowing as of December 31, 1998, will be sufficient to meet its liquidity needs for the foreseeable future.
Financial Information - ---------------------
In 1998, the Company reported Funds From Operations (FFO) of $29,768,000 on a fully converted basis. This represents a 7.7% increase over 1997 FFO of $27,637,000. The following table represents a reconciliation from net income before minority interests to FFO:
Cash flow from operating activities, financing activities and investing activities are as follows:
____________________
/1/ Retroactive to January 1, 1998, the Company began recognition of percentage rental income in accordance with a new accounting pronouncement.
/2/ FFO, as defined by the National Association of Real Estate Investment Trusts, is calculated as net income excluding gains or losses from debt restructuring and sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO does not represent cash generated from operating activities in accordance with generally accepted accounting principles and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the 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, 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 supplemental measure of operating performance and along with cash flow from operating activities, financing activities and investing activities, it provides investors with an indication of the ability of the Company to incur and service debt, to make capital expenditures and to fund other cash needs. FFO may not be comparable to similarly titled measures employed by other REITs.
Capital Strategy and Financing Activity - ---------------------------------------
The Company's capital strategy is to maintain a ratio of total debt to total asset value of 50 % or less, and to actively manage the Company's leverage and debt expense on an ongoing basis in order to maintain prudent coverage of fixed charges. Management believes that current total debt remains less than 50 % of total asset value.
In April 1998, the Company purchased, through its operating partnership, 46,227 square feet of office/flex space known as Avenel IV. The $5,600,000 purchase price consisted of $3,657,000 in variable rate debt assumption, with the balance paid through the issuance of 105,922 new units in Saul Centers' operating partnership. In September 1998, the Company closed a $6.4 million permanent loan to repay the variable rate debt assumed with the April 1998 acquisition previously described, and to finance the development of the 27,000 square foot Avenel V. The new loan term is 13 years, maturing in December 2011, and requires monthly principal and interest payments based on a 25 year amortization schedule and a rate of 7.09%. This loan is a part of a cross- collateralized mortgage pool totaling $79.5 million at December 31, 1998. See "Notes to Consolidated Financial Statements, Note 4-Notes Payable".
In January 1999, the Company closed a $38 million construction loan, which is anticipated to fully fund the development costs associated with the 230,000 square foot mixed-use office/retail complex which the Company is constructing in Old Town Alexandria, Virginia. The loan has an initial three year term with an interest rate of LIBOR plus 1.90%, with the spread over LIBOR declining as leasing of the office and retail space proceeds.
As of February 20, 1998, outstanding borrowings on the Company's $60 million unsecured credit line totalled $18 million, leaving $42 million of credit availability. The Company has fixed interest rates on approximately 93 % of its total debt outstanding, which now has a weighted remaining term of over 12 years.
Redevelopment, Renovations and Acquisitions - -------------------------------------------
The Company has been selectively involved in redevelopment, renovation and acquisition activities. It continues to evaluate land parcels for retail and office development and potential acquisitions of operating properties for opportunities to enhance operating income and cash flow growth. The Company also continues to take advantage of redevelopment, renovation and expansion opportunities within the portfolio, as demonstrated by its activities at French Market, Beacon Center, Shops at Fairfax, Avenel, and North Washington Street.
In February 1998, the Company commenced construction on a facade renovation and retenanting of a 103,000 square foot anchor space at the 213,000 square foot French Market center in Oklahoma City, Oklahoma. The Company had successfully negotiated the termination of a below market Venture lease in the fourth quarter of 1997. Construction and retenanting of the first three new spaces, a 41,000 square foot Bed, Bath and Beyond, an 8,000 square foot Lakeshore Learning, a children's educational toy store and an 8,000 square foot BridesMart formal wear retailer were completed in 1998. The Company is conducting negotiations with prospective tenants for the remaining 38,000 square feet. The redevelopment included a complete facade renovation of the 103,000 square foot building which incorporates new anchor tenant architectural features, new storefronts, tenant signage and decorative awnings.
The Company has signed a lease with Lowe's Companies for a new 148,000 square foot home improvement superstore and garden center at the Beacon Center in Alexandria, Virginia. The lease has an initial term of twenty years. The area leased by Lowe's consists of approximately 100,000 square feet of existing space and 48,000 square feet of new building area. Beacon Center's central enclosed mall area was demolished and construction has commenced on the Lowe's store, which is scheduled to open in the summer of 1999. The center's other tenants include anchors Giant Food, Marshalls and Office Depot, with a complement of small shop space and restaurants. The 356,000 square feet Beacon Center is now over 99% leased. In addition to the new home improvement store, 8,000 square feet of new small shop space adjacent to Lowe's and Giant has been constructed and is fully occupied.
The Company commenced another significant redevelopment during 1998 when it signed a lease with SuperFresh for a new 53,000 square foot grocery store at the Shops at Fairfax, located in Fairfax, Virginia. A portion of the shopping center which includes a small enclosed mall was demolished to allow SuperFresh to occupy a new building, with construction projected to be completed in the fall of 1999. An additional 7,500 square feet of shop space will be constructed adjacent to the supermarket. The facade of the adjacent Boulevard shopping center, also owned by the Company, is being renovated and modernized. This renovation was driven by a new 12,000 square foot lease with Party City, which replaced a previous lease with below market rents. Redevelopment plans also include new landscaping and a more efficient parking scheme, which should enhance the property as a desirable neighborhood shopping center.
Office development and acquisition activities were an integral part of the Company's focus during 1998, and substantial efforts in this area will continue throughout 1999. In February 1999, the Company announced that it will develop a new 230,000 square foot Class A mixed-use office / retail complex along North Washington Street in historic Old Town Alexandria in Northern Virginia. The project is well located on a two acre site along Alexandria's main street. Demolition of the Company's existing 41,500 square foot building, formerly leased to Mastercraft furniture, commenced in February 1999. Construction is scheduled for completion by the summer of 2000. Two twin four-story buildings will feature a brick and cast stone exterior facade with a glass curtain wall overlooking a spacious courtyard. Amenities will include 3-story atrium lobbies, a fitness center, concierge service, a 600 space parking structure and the latest computerized energy management system. The street level will have 45,000 square feet of retail space. Office space totals 185,000 square feet, with the top floor containing walk-out terraces.
On April 1, 1998, the Company purchased, through its operating partnership, a newly constructed, 100% leased office / flex building (Avenel IV) located adjacent to its Avenel Business Park (Phases I-III) in Gaithersburg, Maryland. Avenel IV contains 46,227 square feet of net leasable area, which increased the Company's Avenel Business Park by 16%, to 332,000 square feet. An independent appraisal determined the purchase price of $5,600,000. The seller is a member of The Saul Organization and is an existing limited partner in the operating partnership.
In July 1998, the Company began development of approximately 27,000 square feet of additional office / flex space at Avenel Business Park on excess land that it owns. Construction of this new project (Avenel V) was substantially completed during January 1999. Approximately 46% of the space is leased, while leases are in negotiation for a portion of the remaining newly developed space. Including this new development, Avenel Business Park is currently over 93% leased.
Portfolio Leasing Status - ------------------------
At December 31, 1998, the portfolio consisted of twenty nine Shopping Centers, four Office Properties and one Industrial Property, all of which are located in seven states and the District of Columbia. The Office Properties consist of one office property and one office/retail property, both located in the District of Columbia, and one research park located in a Maryland suburb of Washington, D.C.
At December 31, 1998, 92.1% of the Company's 5.9 million square feet of leasable space was leased to tenants, as compared to 89.0% at December 31, 1997. The shopping center portfolio was 95.2% leased at December 31, 1998 versus 90.6% as of December 31, 1997. The Office Properties were 95.4% leased at December 31, 1998 compared to 96.8% as of December 31, 1997. The overall improvement in the year-end 1998 leasing percentage was primarily caused by the Company's successful leasing at recently renovated shopping centers: Seven Corners, Great Eastern and Beacon Center.
Results of Operations - ---------------------
The following discussion compares the results of the Company for the year ended December 31, 1998 with the year ended December 31, 1997, and compares the year ended December 31, 1997 with the year ended December 31, 1996. This information should be read in conjunction with the accompanying consolidated financial statements and the notes related thereto.
Years Ended December 31, 1998 and 1997 - --------------------------------------
Base rent increased to $55,542,000 in 1998 from $51,779,000 in 1997, representing a $3,763,000 (7.3%) increase. The increase in base rent resulted primarily from improved occupancy at the redeveloped Seven Corners and Beacon Center, increased minimum rents on lease rollover from three tenants previously paying percentage rent, and to a lesser extent, generally higher rents on lease renewals.
Expense recoveries increased to $9,911,000 in 1998 from $9,479,000 in 1997, representing an increase of $432,000 (4.6%). The equal increases in common area maintenance expense recoveries and real estate tax expense recovery occurred due to improved occupancy primarily at Seven Corners and the addition of the Avenel IV property to the Company's portfolio during 1998.
Percentage rent was $2,755,000 in 1998, compared to $2,948,000 in 1997, representing a decrease of $193,000 (6.5%). This decrease resulted primarily from the rollover of three leases into higher paying base rent in lieu of percentage rent.
Other income, which consists primarily of parking income at two of the Office Properties, kiosk leasing, temporary leases and payments associated with early termination of leases, was $2,375,000 in 1998, compared to $3,511,000 in 1997, representing a decrease of $1,136,000 (32.4%). The decrease in other income resulted from two large lease termination payments collected from former tenants at Seven Corners and Beacon Center in 1997.
As a consequence of the foregoing, the 1998 total revenues of $70,583,000 represented an increase of $2,866,000 (4.2%) over 1997 total revenues of $67,717,000.
Operating expenses, which consist mainly of repairs and maintenance, utilities, payroll and insurance expense, decreased $245,000 (3.0%) to $7,830,000 in 1998 from $8,075,000 in 1997.
The provision for credit losses was $418,000 in 1998 compared to $505,000 in 1997, representing a decrease of $87,000 (17.2%). The decrease resulted from fewer uncollectible rent receivables resulting from tenants vacating their space prior to lease expiration.
Real estate taxes were $6,128,000 in 1998 compared to $6,084,000 in 1997, representing an increase of $44,000 (0.7%).
Interest expense was $22,627,000 in 1998 compared to $20,308,000 in 1997, representing an increase of $2,319,000 (11.4%). This increase is primarily attributable to higher interest rates resulting from the Company's October 1997 refinancing and conversion of approximately $147.0 million of its mortgage debt from interest rate capped floating rate loans to longer term, fixed rate loans. New debt associated with the acquisition of Avenel IV in April 1998 also added approximately $210,000 to interest expense in 1998.
Amortization of deferred debt expense decreased $1,310,000 (75.8%) to $419,000 in 1998 from $1,729,000 in 1997. The decrease in the 1998 expense resulted from the elimination of amortization on interest rate protection agreements with notional values of $162.8 million sold during the fourth quarter of 1997, and reduced amortization because new debt costs related to the October 1997 refinancings are being amortized over a longer term than the prior debt costs.
Depreciation and amortization expense increased $1,936,000 (18.2 %) from $10,642,000 in 1997 to $12,578,000 in 1998. The increase resulted from the non- recurring write-off of unamortized tenant improvement costs due to the early termination of tenant leases at Beacon Center and Shops At Fairfax redevelopments and increased recurring expense related to new assets placed in service during 1998 and the latter half of 1997 .
General and administrative expense, which consists primarily of administrative payroll and other overhead expenses, was $3,393,000 in 1998 compared to $3,379,000 in 1997, representing an increase of $14,000 (0.4 %).
Non-operating item, sales of interest rate protection agreements, resulted in a loss of $4,392,000 in 1997 due to the write-off of unamortized costs in excess of sale proceeds received when the Company sold its remaining interest rate protection agreements. No such sales occurred in 1998.
Extraordinary item, early extinguishment of debt, resulted in losses of $50,000 and $3,197,000, in 1998 and 1997, respectively. The losses in each period resulted from the write-off of unamortized loan costs when the Company refinanced a portion of its loan portfolio.
Years Ended December 31, 1997 and 1996 - --------------------------------------
Base rent increased to $51,779,000 in 1997 from $49,814,000 in 1996, representing a $1,965,000 (3.9 %) increase. The increase in base rent resulted primarily from increased rents received at the redeveloped Seven Corners, Leesburg Pike and Thruway shopping centers, and to a lesser extent, increased shopping center rents at several properties due to improved leasing and generally higher rents on lease renewals.
Expense recoveries increased to $9,479,000 in 1997 from $9,301,000 in 1996, representing an increase of $178,000 (1.9 %). The increase in expense recoveries resulted primarily from real estate tax recovered from tenants at the recently redeveloped Seven Corners center.
Percentage rent was $2,948,000 in 1997, compared to $2,924,000 in 1996, representing an increase of $24,000 (0.8%). This increase resulted from generally improved reported sales throughout the portfolio.
Other income, which consists primarily of parking income at two of the Office Properties, kiosk leasing, temporary leases and payments associated with early termination of leases, was $3,511,000 in 1997, compared to $1,984,000 in 1996, representing an increase of $1,527,000 (77.0%). The increase in other income resulted from two large lease termination payments.
As a consequence of the foregoing the 1997 total revenues of $67,717,000 represented an increase of $3,694,000 (5.8 %) over total revenues of $64,023,000 in 1996.
Operating expenses, which consist mainly of repairs and maintenance, utilities, payroll and insurance expense, increased $6,000 (0.1 %) to $8,075,000 in 1997 from $8,069,000 in 1996.
The provision for credit losses was $505,000 in 1997 compared to $457,000 in 1996, representing an increase of $48,000 (10.5 %) . The increase resulted primarily from the provision required for a shopping center tenant which vacated its space prior to lease expiration.
Real estate taxes were $6,084,000 in 1997 compared to $5,914,000 in 1996, representing an increase of $170,000 (2.9 %). This increase was generally attributable to increased tax assessments at the Company's shopping center properties, particularly its redeveloped Seven Corners and Leesburg Pike shopping centers.
Interest expense was $20,308,000 in 1997 compared to $18,509,000 in 1996, representing an increase of $1,799,000 (9.7 %). The increase is primarily attributable to higher interest rates resulting from the Company's refinancing and conversion of approximately $263 million of its mortgage debt from floating rate loans to longer term, fixed-rate loans during the period November 1996 through October 1997.
Amortization of deferred debt expense decreased $1,128,000 (39.5 %) to $1,729,000 in 1997 from $2,857,000 in 1996. The decrease in the 1997 year's expense resulted from the elimination of amortization on interest rate protection agreements with notional values of $162.8 million and $87.0 million, sold during the fourth quarters of 1997 and 1996, respectively, and reduced loan cost amortization because new debt costs are being amortized over a longer term than prior debt costs.
Depreciation and amortization expense decreased $218,000 (2.0 %) from $10,860,000 in 1996 to $10,642,000 in 1997. The decrease resulted primarily from a non-recurring write-off of tenant improvement costs in 1996 upon the early termination of tenant leases.
General and administrative expense, which consists primarily of administrative payroll and other overhead expenses, was $3,379,000 in 1997 compared to $3,095,000 in 1996, representing an increase of $284,000 (9.2 %). The increase in 1997 expenses resulted from generally higher personnel expenses.
Non-operating item, sales of interest rate protection agreements, resulted in losses of $4,392,000 and $972,000, in 1997 and 1996, respectively, due to the write-off of unamortized costs in excess of sale proceeds received when the Company sold a portion of its interest rate protection agreements.
Extraordinary item, early extinguishment of debt, resulted in losses of $3,197,000 and $587,000, in 1997 and 1996, respectively. The losses in each period resulted from the write-off of unamortized loan costs when the Company refinanced a portion of its loan portfolio.
Year 2000 Issue - ---------------
The year 2000 issue relates to whether computer systems will properly recognize date sensitive information to allow accurate processing of transactions and data relating to the year 2000 and beyond. In addition, the year 2000 issue relates to whether non-Information Technology (IT) systems that depend upon embedded electronic technology will recognize the year 2000. Systems that do not properly recognize such information could generate erroneous information or fail.
In 1995, the Company contracted to replace virtually all of its management information and accounting systems and install a local area network (LAN). One of the selection criteria of the new software and hardware was that they be fully year 2000 compliant. The new LAN and management and accounting information systems have been installed . Therefore, the Company's management information and accounting systems are fully year 2000 compliant. As a result of its efforts, the Company does not expect to incur any additional expense for its information systems related to the year 2000 issue.
The Company's property management staff has conducted a comprehensive review of its non-IT systems at its shopping centers and office buildings to determine whether any computer hardware and software in mechanical systems (i.e. escalators, elevators, security, heating, ventilating and air conditioning systems, etc.) are not year 2000 compliant. Management expects repairs and replacements required to make it's non-IT systems year 2000 compliant will cost less than $100,000 and will be completed prior to July 1999.
The Company believes there is risk that its operations may be affected by vendors and tenants who are unable to perform as contracted due to their own year 2000 exposure. It is very difficult to identify "the most reasonably likely worst case scenario" at this time. The Company's potential exposure is wide spread; however there is no known or expected major direct exposure. The Company believes that the most likely worst case exposure is at this indirect level where vendors and tenants fail to perform their obligations to the Company. For example, the Company believes it is possible that certain tenants' information systems may fail, which may delay the payment of rents. To help minimize this risk, the Company sent a letter to each tenant prior to January 1, 1999 advising the tenant that rent payments due January 1, 2000 must be paid on-time. These reminders will be sent twice again later in 1999. The Company's leases contain provisions empowering it to take certain actions to enforce it's right to the timely payment of rent, regardless of the tenant's year 2000 exposure. While it is not possible at this time to determine the likely impact of these potential problems, the Company will continue to evaluate these areas and develop contingency plans, as appropriate.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements of the Company and its consolidated subsidiaries are included in this report on the pages indicated, and are incorporated herein by reference:
Page - ---- (a) Report of Independent Public Accountants (b) Consolidated Balance Sheets - December 31, 1998 and 1997 (c) Consolidated Statements of Operations - Years ended December 31, 1998, 1997 and 1996. (d) Consolidated Statements of Stockholders' Equity - Years ended December 31, 1998, 1997 and 1996. (e) Consolidated Statements of Cash Flows - Years ended December 31, 1998, 1997 and 1996. (f) Notes to Consolidated Financial Statements
The selected quarterly financial data included in Note 15 of The Notes to Consolidated Financial Statements referred to above are incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required under Items 10, 11, 12, and 13 is contained in pages 3 through 14, inclusive, of the Company's Proxy Statement for the Annual Meeting of Stockholders to be held April 23, 1999, and is hereby incorporated herein by reference. The Company's Proxy Statement was filed within 120 days after the close of the Company's fiscal year in accordance with General Instruction G(3) of Form 10-K.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements --------------------
The following financial statements of the Company and their consolidated subsidiaries are incorporated by reference in Part II, Item 8.
(a) Report of Independent Public Accountants
(b) Consolidated Balance Sheets - December 31, 1998 and 1997
(c) Consolidated Statements of Operations - Years ended December 31, 1998, 1997 and 1996
(d) Consolidated Statements of Stockholders' Equity - Years ended December 31, 1998, 1997 and 1996
(e) Consolidated Statements of Cash Flows - Years ended December 31, 1998, 1997 and 1996
(f) Notes to Consolidated Financial Statements
2. Financial Statement Schedule and Supplementary Data ---------------------------------------------------
(a) Selected Quarterly Financial Data for the Company are incorporated by reference in Part II, Item 8
(b) Report of Independent Public Accountants on the Schedule (included in Report of Independent Public Accountants on the Financial Statements)
(c) Schedule of the Company:
Schedule III - Real Estate and Accumulated Depreciation
All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and therefore have been omitted.
3. Exhibits --------
3. (a) First Amended and Restated Articles of Incorporation of Saul Centers, Inc. filed with the Maryland Department of Assessments and Taxation on August 23, 1994 and filed as Exhibit 3.(a) of the 1993 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(b) Amended and Restated Bylaws of Saul Centers, Inc. as in effect at and after August 24, 1993 and as of August 26, 1993 and filed as Exhibit 3 (b) of the 1993 Annual Report of the Company on Form 10-K is hereby incorporated by reference. The First Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership, the Partnership of Saul Subsidiary I Limited Partnership, the Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership and the Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership as filed as Exhibit 3.(b) of the 1997 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
10. (a) First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership filed as Exhibit No. 10.1 to Registration Statement No. 33-64562 is hereby incorporated by reference. The First Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership, the Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership, and the Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership filed as Exhibit 10.(a) of the 1995 Annual Report of the Company on Form 10-K is hereby incorporated by reference. The Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Holdings Limited Partnership filed as Exhibit 10.(a) of the March 31, 1997 Quarterly Report of the Company is hereby incorporated by reference.
(b) First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership and Amendment No. 1 thereto filed as Exhibit 10.2 to Registration Statement No. 33-64562 are hereby incorporated by reference. The Second Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership, the Third Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership and the Fourth Amendment to the First Amended and Restated Agreement of Limited Partnership of Saul Subsidiary I Limited Partnership as filed as Exhibit 10.(b) of the 1997 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(c) First Amended and Restated Agreement of Limited Partnership of Saul II Subsidiary Partnership and Amendment No. 1 thereto filed as Exhibit 10.3 to Registration Statement No. 33-64562 are hereby incorporated by reference.
(d) Property Conveyance Agreement filed as Exhibit 10.4 to Registration Statement No. 33-64562 is hereby incorporated by reference.
(e) Management Functions Conveyance Agreement filed as Exhibit 10.5 to Registration Statement No. 33-64562 is hereby incorporated by reference.
(f) Registration Rights and Lock-Up Agreement filed as Exhibit 10.6 to Registration Statement No. 33-64562 is hereby incorporated by reference.
(g) Exclusivity and Right of First Refusal Agreement filed as Exhibit 10.7 to Registration Statement No. 33-64562 is hereby incorporated by reference.
(h) Saul Centers, Inc. 1993 Stock Option Plan filed as Exhibit 10.8 to Registration Statement No. 33-64562 is hereby incorporated by reference.
(i) Agreement of Assumption dated as of August 26, 1993 executed by Saul Holdings Limited Partnership and filed as Exhibit 10. (I) of the 1993 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(j) Saul Centers, Inc. 1995 Dividend Reinvestment and Stock Purchase Plan as filed with the Securities and Exchange Commission as File No. 33-80291 is hereby incorporated by reference.
(k) Deferred Compensation Plan for Directors dated as of December 13, 1993 as filed as Exhibit 10.(r) of the 1995 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(l) Deed of Trust, Assignment of Rents, and Security Agreement dated as of June 9, 1994 by and between Saul Holdings Limited Partnership and Ameribanc Savings Bank, FSB as filed as Exhibit 10.(t) of the 1995 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(m) Deed of Trust Note dated as of January 22, 1996 by and between Saul Holdings Limited Partnership and Clarendon Station Limited Partnership, filed as Exhibit 10.(s) of the March 31, 1997 Quarterly Report of the Company, is hereby incorporated by reference.
(n) Loan Agreement dated as of November 7, 1996 by and among Saul Holdings Limited Partnership, Saul Subsidiary II Limited Partnership and PFL Life Insurance Company, c/o AEGON USA Realty Advisors, Inc., filed as Exhibit 10.(t) of the March 31, 1997 Quarterly Report of the Company, is hereby incorporated by reference.
(o) Promissory Note dated as of January 10, 1997 by and between Saul Subsidiary II Limited Partnership and The Northwestern Mutual Life Insurance Company, filed as Exhibit 10.(z) of the March 31, 1997 Quarterly Report of the Company, is hereby incorporated by reference.
(p) Loan Agreement dated as of October 1, 1997 between Saul Subsidiary I Limited Partnership, as Borrower and Nomura Asset Capital Corporation, as Lender, is as filed as Exhibit 10.(p) of the 1997 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
(q) Revolving Credit Agreement dated as of October 1, 1997 by and between Saul Holdings Limited Partnership and Saul Subsidiary II Limited Partnership, as Borrower and U.S. Bank National Association, as agent, is as filed as Exhibit 10.(q) of the 1997 Annual Report of the Company on Form 10-K is hereby incorporated by reference.
23. Consent of Certified Public Accountants
27. Financial Data Schedule
Reports on Form 8-K. --------------------
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SAUL CENTERS, INC. (Registrant)
Date: March 18, 1999 /s/ B. Francis Saul II -- ---------------------- B. Francis Saul II Chairman of the Board of Directors & Chief Executive Officer (Principal Executive Officer)
Date: March 18, 1999 /s/ Philip D. Caraci -- -------------------- Philip D. Caraci, President and Director
Date: March 18, 1999 /s/ B. Francis Saul III -- ----------------------- B. Francis Saul III, Senior Vice President and Director
Date: March 18, 1999 /s/ Scott V. Schneider -- ---------------------- Scott V. Schneider, Senior Vice President and Secretary (Principal Financial and Accounting Officer)
Date: March 18, 1999 /s/ Gilbert M. Grosvenor -- ----------------------- Gilbert M. Grosvenor, Director
Date: March 18, 1999 /s/ Philip C. Jackson Jr. -- ------------------------- Philip C. Jackson Jr., Director
Date: March 18, 1999 /s/ General Paul X. Kelley -- -------------------------- General Paul X. Kelley, Director
Date: March 18, 1999 /s/ Charles R. Longsworth -- ------------------------- Charles R. Longsworth, Director
Date: March 18, 1999 /s/ Patrick F. Noonan -- --------------------- Patrick F. Noonan, Director
Date: March 18, 1999 /s/ Mr. Mark Sullivan III -- ------------------------- Mark Sullivan III, Director
Date: March 18, 1999 /s/ James W. Symington -- ---------------------- James W. Symington, Director
Date: March 18, 1999 /s/ John R. Whitmore -- -------------------- John R. Whitmore, Director
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of Saul Centers, Inc.:
We have audited the accompanying consolidated balance sheets of Saul Centers, Inc. (a Maryland corporation) and subsidiaries as of December 31, 1998 and 1997 and the related consolidated statements of operations, stockholders' equity and cash flows for the three years ended December 31, 1998, 1997 and 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Saul Centers, Inc. and subsidiaries as of December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years ended December 31, 1998, 1997 and 1996 in conformity with generally accepted accounting principles.
As explained in Note 2 to the financial statements, effective June 30, 1998, the Company changed its method of accounting for percentage rent.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule III "Real Estate and Accumulated Depreciation", appearing on pages and, is presented for the purpose of complying with the Securities and Exchange Commission's rules and is not a required part of the basic financial statements. The schedule has been subjected to the auditing procedures applied in our audit of the basic financial statements and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Washington, D.C.
February 8, 1999
SAUL CENTERS, INC. CONSOLIDATED BALANCE SHEETS
The accompanying notes are an integral part of these statements.
SAUL CENTERS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these statements.
SAUL CENTERS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
The accompanying notes are an integral part of these statements.
Saul Centers, Inc. Consolidated Statements Of Cash Flows
The accompanying notes are an integral part of these statements.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION, FORMATION, AND BASIS OF PRESENTATION
ORGANIZATION
Saul Centers, Inc. ("Saul Centers") was incorporated under the Maryland General Corporation Law on June 10, 1993. The authorized capital stock of Saul Centers consists of 30,000,000 shares of common stock, having a par value of $0.01 per share, and 1,000,000 shares of preferred stock. Each holder of common stock is entitled to one vote for each share held. Saul Centers, together with its wholly owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the "Company". Saul Centers operates as a real estate investment trust under the Internal Revenue Code of 1986, as amended (a "REIT").
FORMATION AND STRUCTURE OF COMPANY
Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B.F. Saul Real Estate Investment Trust, the B.F. Saul Company, Chevy Chase Bank and certain other affiliated entities (collectively, "The Saul Organization"). On August 26, 1993, The Saul Organization transferred to Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the "Operating Partnership"), and two newly formed subsidiary limited partnerships (the "Subsidiary Partnerships") 26 shopping center properties, one office property, one research park and one office / retail property and the management functions related to the transferred properties. Since its formation, the Company has purchased three additional community and neighborhood shopping center properties, an office property and a land parcel which it developed into a neighborhood shopping center. The Company is currently in the predevelopment and approval process of converting a shopping center to an industrial / warehouse use. Therefore, as of December 31, 1998, the Company's properties (the "Current Portfolio Properties") consisted of 29 operating shopping center properties (the "Shopping Centers"), a property planned to be converted to an industrial / warehouse facility (the "Industrial Property") and four predominantly office properties (the "Office Properties"). To facilitate the placement of collateralized mortgage debt, the Company established Saul QRS, Inc. and SC Finance Corporation, each of which is a wholly owned subsidiary of Saul Centers. Saul QRS, Inc. was established to succeed to the interest of Saul Centers as the sole general partner of Saul Subsidiary I Limited Partnership.
As a consequence of the transactions constituting the formation of the Company, Saul Centers serves as the sole general partner of the Operating Partnership and of Saul Subsidiary II Limited Partnership, while Saul QRS, Inc., Saul Centers' wholly owned subsidiary, serves as the sole general partner of Saul Subsidiary I Limited Partnership. The remaining limited partnership interests in Saul Subsidiary I Limited Partnership and Saul Subsidiary II Limited Partnership are held by the Operating Partnership as the sole limited partner. Through this structure, the Company owns 100 % of the Current Portfolio Properties.
BASIS OF PRESENTATION
The accompanying financial statements of the Company have been presented on the historical cost basis of The Saul Organization because of affiliated ownership and common management and because the assets and liabilities were the subject of a business combination with the Operating Partnership, the Subsidiary Partnerships and Saul Centers, all newly formed entities with no prior operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
The Company, which conducts all of its activities through its subsidiaries, the Operating Partnership and Subsidiary Partnerships, engages in the ownership, operation, management, leasing, acquisition, renovation, expansion, development and financing of community and neighborhood shopping centers and office properties, primarily in the Mid-Atlantic region. A majority of the Shopping Centers are anchored by several major tenants. Eighteen of the 30 Shopping Centers are anchored by a grocery store and offer primarily day-to-day necessities and services. As of December 1998, no single Shopping Center accounted for more than 11.4 % of the total Shopping
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Center gross leasable area. Only one retail tenant, Giant Food, at 7.1%, accounted for more than 1.7% of the Company's 1998 total revenues. No office tenant other than the United States General Service Administration, at 10.4%, accounted for more than 1.8% of 1998 total revenues.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements of the Company include the accounts of Saul Centers, its subsidiaries, and the Operating Partnership and Subsidiary Partnerships which are majority owned by Saul Centers. All significant intercompany balances and transactions have been eliminated in consolidation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
REAL ESTATE INVESTMENT PROPERTIES
Real estate investment properties are stated at the lower of depreciated cost or fair value less cost to sell. Management believes that these assets have generally appreciated in value 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 these financial statements. These financial statements are prepared in conformity with generally accepted accounting principles, and accordingly, do not report the current value of the Company's real estate assets.
Interest, real estate taxes and other carrying costs are capitalized on projects under construction. Once construction is substantially complete and the assets are placed in service, rental income, direct operating expenses, and depreciation associated with such properties are included in current operations. Expenditures for repairs and maintenance are charged to operations as incurred. Repairs and maintenance expense totaled $2,616,000, $2,479,000 and $2,730,000, for calendar years 1998, 1997, and 1996, respectively, and is included in operating expenses in the accompanying financial statements. Interest expense capitalized totaled $215,000, $297,000 and $384,000, for calendar years 1998, 1997 and 1996, respectively.
In the initial rental operations of development projects, a project is considered substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Substantially completed portions of a project are accounted for as separate projects. Depreciation is calculated using the straight-line method and estimated useful lives of 33 to 50 years for buildings and up to 20 years for certain other improvements. Leasehold improvements are amortized over the lives of the related leases using the straight-line method.
ACCOUNTS RECEIVABLE AND ACCRUED INCOME
Accounts receivable primarily represent amounts currently due from tenants in accordance with the terms of the respective leases. In addition, accounts receivable included $1,442,848, $1,663,000 and $1,913,000, at December 31, 1998, 1997 and 1996, respectively, representing minimum rental income accrued on a straight-line basis to be paid by tenants over the term of the respective leases. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. Accounts receivable in the accompanying financial statements are shown net of an allowance for doubtful accounts of $657,000, $506,000 and $427,000, at December 31, 1998, 1997 and 1996, respectively.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Allowance for Doubtful Accounts ------------------------------- (In thousands)
DEFERRED DEBT COSTS
Deferred debt costs consists of fees and costs incurred to obtain long-term financing and interest rate protection agreements. These fees and costs are being amortized over the terms of the respective loans or agreements. Deferred debt costs in the accompanying financial statements are shown net of accumulated amortization of $589,000, $171,000 and $6,240,000, at December 31, 1998, 1997 and 1996, respectively.
REVENUE RECOGNITION
Rental and interest income is accrued as earned except when doubt exists as to collectibility, in which case the accrual is discontinued. When rental payments due under leases vary from a straight-line basis because of free rent periods or stepped increases, income is recognized on a straight-line basis in accordance with generally accepted accounting principles. Expense recoveries represent property operating expenses billed to the tenants, including common area maintenance, real estate taxes and other recoverable costs. Expense recoveries are recognized in the period the expenses are incurred. Additional rental income based on tenant's revenues ("percentage rent") is accrued at the time a tenant reports sales exceeding a specified breakpoint .
INCOME TAXES
The Company made an election to be treated, and intends to continue operating so as to qualify as a REIT under sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with its taxable year ending December 31, 1993. A REIT generally will not be subject to federal income taxation on that portion of its income that qualifies as REIT taxable income to the extent that it distributes at least 95 % of its REIT taxable income to stockholders and complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying financial statements. As of December 31, 1998 and 1997, the total tax basis of the Company's assets was $296,658,000 and $288,082,000, and the tax basis of the liabilities was $298,280,000 and $293,223,000, respectively.
DIRECTORS' DEFERRED COMPENSATION PLAN
A Deferred Compensation Plan was established by Saul Centers, effective January 1, 1994, for the benefit of its directors and their beneficiaries. Before the beginning of any calendar year, a director may elect to defer all or part of his or her director's fees to be earned in that year and the following years. A director has the option to have deferred director's fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock. If the director elects to have the deferred fees paid in stock, the number of shares allocated to the director is determined based on the market value of the common stock on the day the deferred director's fee was earned. Deferred compensation of $180,550, $144,500 and $118,950, has been reported in the Consolidated Statements of Operations for the years ended December 31, 1998, 1997 and 1996, respectively. The Company has registered 70,000 shares for use under the plan. As of December 31, 1998, 54,185 shares had been credited to the directors' deferred fee accounts.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 130 "Reporting Comprehensive Income" which establishes standards for the reporting and display of comprehensive income in the Company's financial statements. The Company adopted this standard in the first quarter of 1998. The Company had no comprehensive income during the year ended December 31, 1998 .
In September 1997, the FASB issued SFAS No. 131 "Disclosures about Segments of an Enterprise and Related Information" which establishes standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports issued to shareholders. It also established standards for related disclosures about products and services, geographic areas, and major customers. Disclosures required by this new standard are presented in Note 16.
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" which establishes accounting and reporting standards for derivative instruments and hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. SFAS 133 is effective for fiscal years beginning after June 15, 1999. The Company doesn't own derivative instruments nor does it engage in hedging activities, and therefore expects that SFAS 133 will not have an impact on the Company's financial condition or its results of operations.
CHANGE IN ACCOUNTING METHOD
On May 21, 1998, the Emerging Issues Task Force ("EITF") discussed Issue 98-9 "Accounting for Contingent Rent In Interim Financial Periods" and reached a consensus that lessors should defer the accounting recognition of contingent rent, such as percentage rent, until the specific tenant sales breakpoint is achieved. The Company's prior accounting method, which was permitted under generally accepted accounting principles, recognized percentage rent when a tenant's achievement of its sales breakpoint was considered probable. This EITF consensus was implemented retroactively to January 1, 1998, as a change in accounting method. The new accounting method did not affect the amount of percentage rent income reported on an annual basis, but did impact the recognition of percentage rent income reported on an interim basis by increasing revenues the Company reported in the first and fourth quarters and decreasing revenues reported in the second and third quarters. The change in accounting method has no impact on the Company's cash flows. As a result of adoption of EITF Issue 98-9, the Company recorded a $771,000 charge for the cumulative effect of change in accounting method, which is included in the consolidated statement of operations for the year ended December 31, 1998.
CONSTRUCTION IN PROGRESS
Construction in progress includes the costs of active development projects and other predevelopment project costs. Development costs include direct construction costs and indirect costs such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance. Construction in progress balances as of December 31, 1998 and 1997 are as follows:
Construction in Progress ------------------------ (In thousands)
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash and short-term investments with maturities of three months or less.
PER SHARE DATA
Per share data is calculated in accordance with SFAS No. 128, "Earnings Per Share". The Company has no dilutive securities, therefore, basic and diluted earnings per share are identical. Net income before minority interests is presented on a fully converted basis, that is, assuming the limited partners exercise their right to convert their partnership ownership into shares of Saul Centers and is computed using weighted average shares of 17,233,047, 16,690,417 and 16,423,984, shares for the years ended December 31, 1998, 1997 and 1996, respectively. Per share data relating to net income after minority interests is computed on the basis of 12,643,639, 12,297,254 and 12,030,821, weighted average common shares for the years ended December 31, 1998, 1997 and 1996, respectively.
3. MINORITY INTERESTS - HOLDERS OF CONVERTIBLE LIMITED PARTNERSHIP UNITS IN THE OPERATING PARTNERSHIP
The Saul Organization has a 27.2% limited partnership interest, represented by 4,798,695 convertible limited partnership units, in the Operating Partnership, as of December 31, 1998. These Convertible Limited Partnership Units are convertible into shares of Saul Centers' common stock on a one-for-one basis, provided the rights may not be exercised at any time that The Saul Organization owns, directly or indirectly, in the aggregate more than 24.9% of the outstanding equity securities of Saul Centers. The impact of the Saul Organization's 27.2% limited partnership interest in the Operating Partnership is reflected as minority interests in the accompanying financial statements.
4. NOTES PAYABLE
DECEMBER 31, 1998
The Company assumed a $3.7 million loan when it acquired Avenel IV on April 1, 1998. In September 1998, the Company closed a $6.4 million permanent fixed rate loan to replace the variable rate loan assumed on the acquisition of Avenel IV. The balance of the loan, $2.7 million, was used to fund construction of the new Avenel V development. The new loan term is 13 years and requires monthly principal and interest payments based upon a 25 year amortization schedule and an interest rate of 7.09%. Borrowings totaled $18.0 million on the Company's $60.0 million unsecured revolving credit facility at December 31, 1998, leaving $42.0 million available for future use. Notes payable totaled $290.6 million at December 31, 1998, as follows:
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(a) The loan is collateralized by nine shopping centers.
(b) The loan is collateralized by Avenel Business Park, Van Ness Square and four shopping centers - Ashburn Village, Leesburg Pike, Lumberton Plaza and Village Center. The loan was amended during 1998 to include new borrowings of $6.4 million at a rate of 7.09%. Avenel IV and Avenel V (under construction at year-end 1998) were added as collateral. The 8.52% blended interest rate is the weighted average of the initial loan rate and the additional borrowings rate.
(c) The loan is collateralized by 601 Pennsylvania Avenue.
(d) For the final five years of the term of the loan, beginning in June 1999, the interest rate is fixed at the 1-year Treasury Securities rate effective March 16, 1999 plus 2.00 %. The loan is collateralized by The Glen shopping center.
(e) The facility is a revolving credit facility totaling $60.0 million. Interest expense is calculated based upon the 1,2,3 or 6 month LIBOR rate plus a spread of 1.375 % to 1.625 % (determined by certain debt service coverage and leverage tests) or upon the bank's reference rate plus 1/2 % at the Company's option. The line may be extended one year with payment of a fee of 1/4 % at the Company's option. The interest rate in effect on December 31, 1998 was based on a weighted average LIBOR of 5.32 % and spread of 1.5 %.
Notes payable balances outstanding at December 31, 1998 have a weighted average remaining term of 12.5 years, and a weighted average interest rate of 7.84 %. Of the $290.6 million total debt at December 31, 1998, $272.6 million was fixed rate (93.8 % of the total notes payable) and $18.0 million was variable rate (6.2 % of the total notes payable). The December 31, 1998 depreciated cost of properties collateralizing the mortgage notes payable totaled $192.0 million.
Notes payable of $272.4 million at December 31, 1998 require monthly installments of principal and interest, with principal amortization on schedules averaging approximately 20 years. The $0.2 million note requires monthly interest and an annual principal payment of $0.1 million. The remaining notes payable totaling $18.0 million at December 31, 1998 require monthly installments of interest only. Notes payable at December 31, 1998 totaling $211.0 million are guaranteed by members of The Saul Organization.
As of December 31, 1998, the scheduled maturities of all debt for years ended December 31, are as follows:
DECEMBER 31, 1997
During 1997 the Company repaid a total of $185.5 million of variable rate mortgage notes which were outstanding at December 31, 1996, with the net proceeds of a $147.0 million 15-year fixed rate mortgage note and a $38.5 million 16-year fixed rate mortgage note. The $44.0 million secured revolving credit facility in effect at December 31, 1996 was replaced with a $60.0 million unsecured revolving credit facility during 1997. Notes payable totaled $284.5 million at December 31, 1997.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Notes payable balances outstanding at December 31, 1997 had a weighted average remaining term of 13.7 years, and a weighted average interest rate of 7.90 %. Of the $284.5 million total debt at December 31, 1997, $271.0 million was fixed rate (95.3 % of the total notes payable) and $13.5 million was variable rate (4.7 % of the total notes payable). The December 31, 1997 depreciated cost of properties collateralizing the mortgage notes payable totaled $192.7 million. Notes payable of $270.7 million at December 31, 1997 required monthly installments of principal and interest, with principal amortization on schedules averaging approximately 20 years. The $0.3 million note required monthly interest and an annual principal payment of $0.1 million. The remaining notes payable totaling $13.5 million at December 31, 1997 required monthly installments of interest only. Notes payable at December 31, 1997 totaling $209.1 million were guaranteed by members of The Saul Organization.
5. LEASE AGREEMENTS
Lease income includes primarily base rent arising from noncancellable commercial leases. Base rent for the years ended December 31, 1998, 1997 and 1996, amounted to $55,542,000, $51,779,000 and $49,814,000, respectively. Future base rent under noncancellable leases for years ended December 31, are as follows:
The majority of the leases also provide for rental increases and expense recoveries based on increases in the Consumer Price Index or increases in operating expenses, or both. These increases generally are payable in equal installments throughout the year based on estimates, with adjustments made in the succeeding year. Expense recoveries for the years ended December 31, 1998, 1997 and 1996 amounted to $9,911,000, $9,479,000 and $9,301,000, respectively. In addition, certain retail leases provide for percentage rent based on sales in excess of the minimum specified in the tenant's lease. Percentage rent amounted to $2,755,000, $2,948,000 and $2,924,000, for the years ended December 31, 1998, 1997 and 1996, respectively.
6. LONG-TERM LEASE OBLIGATIONS
Certain properties are subject to noncancellable long-term leases which apply to land underlying the Shopping Centers. Certain of the leases provide for periodic adjustments of the basic annual rent and require the payment of real estate taxes on the underlying land. The leases will expire between 2058 and 2068. Reflected in the accompanying financial statements is minimum ground rent expense of $152,000 for each of the years ended December 31, 1998, 1997, and 1996. The minimum future rental commitments under these ground leases are as follows:
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company's Flagship Center consists of two developed outparcels that are part of a larger adjacent community shopping center formerly owned by The Saul Organization and sold to an affiliate of a tenant in 1991. The Company has a 90- year ground leasehold interest which commenced in September 1991 with a minimum rent of one dollar per year.
7. SHAREHOLDERS' EQUITY AND MINORITY INTERESTS
The Consolidated Statement of Operations for the year ended December 31, 1998 includes a charge for minority interests of $7,240,000, consisting of $4,354,000 related to The Saul Organization's share of the net income for the year and $2,886,000 related to distributions to minority interests in excess of allocated net income for the year. The charge for the year ended December 31, 1997 of $6,854,000 consists of $2,483,000 related to The Saul Organization's share of net income for the year and $4,371,000 related to distributions to minority interests in excess of allocated net income for the year. The charge for the year ended December 31, 1996 of $6,852,000 consists of $3,430,000 related to The Saul Organization's share of the net income for the year and $3,422,000 related to distributions to minority interests in excess of allocated net income for the year.
8. RELATED-PARTY TRANSACTIONS
In April 1998, the Company purchased, through its operating partnership, a 46,227 square foot office/flex property known as Avenel IV. The $5,600,000 purchase price consisted of $3,657,000 in variable rate debt assumption, with the balance paid through the issuance of 105,922 new units in Saul Centers' operating partnership. The seller was a member of The Saul Organization.
Chevy Chase Bank leases space in twelve of the properties. Total rental income from Chevy Chase Bank amounted to $1,192,000, $1,181,000 and $1,063,000, for the years ended December 31, 1998, 1997 and 1996, respectively.
The Chairman and Chief Executive Officer, the President and a Senior Vice President of the Company are officers of The Saul Organization but devote a substantial amount of time to the management of the Company. The annual compensation for these officers is fixed by the Compensation Committee of the Board of Directors.
The Company shares with The Saul Organization on a prorata basis certain ancillary functions such as computer and payroll services and insurance expense based on management's estimate of usage or time incurred, as applicable. Also, The Saul Organization subleases office space to the Company. The terms of all such arrangements with The Saul Organization, including payments related thereto, are periodically reviewed by the Audit Committee of the Board of Directors. Included in general and administrative expense for the years ended December 31, 1998, 1997 and 1996, are charges totaling $1,685,000, $1,624,000 and $1,229,000, related to shared services, of which $1,480,000, $1,436,000 and $1,073,000, was paid during the years ended December 31, 1998, 1997 and 1996, respectively.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
9. STOCK OPTION PLAN
The Company has established a stock option plan for the purpose of attracting and retaining executive officers and other key personnel. The plan provides for grants of options to purchase a specified number of shares of common stock. A total of 400,000 shares are available under the plan. The plan authorizes the Compensation Committee of the Board of Directors to grant options at an exercise price which may not be less than the market value of the common stock on the date the option is granted.
The Compensation Committee has granted options to purchase a total of 180,000 shares (90,000 shares from incentive stock options and 90,000 shares from nonqualified stock options) to five Company officers. The options vested 25 % per year over four years, have an exercise price of $20 per share and a term of ten years, subject to earlier expiration upon termination of employment. A total of 170,000 of the options expire September 23, 2003 and 10,000 expire September 24, 2004. As of December 31, 1998, all 180,000 of the options were fully vested. No compensation expense has been recognized as a result of these grants.
10. NON-OPERATING ITEM - SALES OF INTEREST RATE PROTECTION AGREEMENTS
The Company sold a portion of its interest rate protection agreements with a notional value of $87 million in November 1996 and all of the remaining agreements with a notional value of $162.8 million in October 1997. The sales resulted in the write-off of unamortized costs in excess of the proceeds received totaling $4,392,000 and $972,000, for the years ended December 31, 1997 and 1996, respectively.
11. EXTRAORDINARY ITEM - EARLY EXTINGUISHMENT OF DEBT
The consolidated statements of operations for the years ending December 31, 1998, 1997 and 1996, include $50,000, $3,197,000 and $587,000, respectively, related to the write-off of deferred financing costs on loans that were prepaid.
12. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure about fair value for all financial instruments. The carrying values of cash, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value. Based on interest rates currently available to the Company, the carrying value of the variable rate credit line payable is a reasonable estimation of fair value, because the debt bears interest based on short-term interest rates. Based upon management's estimate of borrowing rates and loan terms currently available to the Company for fixed rate financing in the amount of the total notes payable, the fair value is not materially different from its carrying value.
13. COMMITMENTS AND CONTINGENCIES
Neither the Company nor the Current Portfolio Properties are subject to any material litigation, nor, to management's knowledge, is any material litigation currently threatened against the Company, other than routine litigation and administrative proceedings arising in the ordinary course of business. Management believes that these items, individually or in aggregate, will not have a material adverse impact on the Company or the Current Portfolio Properties.
SAUL CENTERS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
14. DISTRIBUTIONS
In December 1995, the Company established a Dividend Reinvestment and Stock Purchase Plan (the "Plan"), to allow its 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 commission, service charges or other expenses. All expenses of the Plan are paid by the Company. The January 31, 1996 dividend was the initial dividend payment date when the Company's stockholders and holders of limited partnership interests could participate in the Plan.
Of the distributions paid during 1998, $1.16 per share represented ordinary dividend income and $0.40 per share represented return of capital to the shareholders. The following summarizes distributions paid during the years ended December 31, 1998, 1997 and 1996, including activity in the Plan:
In December 1998, 1997 and 1996, the Board of Directors of the Company authorized a distribution of $0.39 per share payable in January 1999, 1998 and 1997, to holders of record on January 15, 1999, January 16, 1998 and January 17, 1997, respectively. As a result, $5,007,000, $4,832,000 and $4,729,000 was paid to common shareholders on January 29, 1999, January 30, 1998, and January 31, 1997, respectively. Also, $1,871,000, $1,713,000 and $1,713,000 was paid to limited partnership unitholders on January 29, 1999, January 30, 1998 and January 31, 1997 ($0.39 per Operating Partnership unit), respectively. These amounts are reflected as a reduction of stockholders' equity and are included in accounts payable in the accompanying financial statements.
SAUL CENTERS, INC. Notes to Consolidated Financial Statements
15. INTERIM RESULTS (UNAUDITED)
The following summary presents the results of operations of the Company for the quarterly periods of years 1998 and 1997.
In June 1998, the Company adopted a new accounting method as directed by the Emerging Issues Task Force (EITF) Issue 98-9 "Accounting for Contingent Rent In Interim Financial Periods" which reallocated the amount of annual percentage rent income recognized in its quarterly reports. (See Note 2, Summary of Significant Accounting Policies-Change In Accounting Method.)
The Company adopted the new accounting method during the second quarter of 1998, retroactive to January 1, 1998. The Company reported revenues and net income, of $34,833,000 and $4,678,000, respectively, for the six months ended June 30, 1998. The six month results included additional percentage rent income of $185,000 and the cumulative effect of change in accounting method of ($771,000), which would have been reported in the first quarter had the accounting method been then adopted. The 1998 second, third and fourth quarter interim results presented above reflect application of the new accounting method. The 1998 first quarter and 1997 interim results do not reflect the allocation of percentage rent income earned in accordance with the new accounting method and therefore are not comparable with the 1998 results. The application of the change in accounting method had no impact on the Company's cash flows nor the amount of revenues reported for the years ended December 31, 1998 and 1997.
F - 16
SAUL CENTERS, INC. Notes to Consolidated Financial Statements
16. Business Segments
The company has two reportable business segments: Shopping Centers and Office Properties. The accounting policies of the segments presented below are the same as those described in the summary of significant accounting policies (see Note 1). The Company evaluates performance based upon income from real estate for the combined properties in each segment.
Schedule III SAUL CENTERS, INC. Real Estate and Accumulated Depreciation December 31, 1998 (Dollars in Thousands)
SCHEDULE III
SAUL CENTERS, INC. REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998
Depreciation and amortization related to the real estate investments reflected in the statements of operations is calculated over the estimated useful lives of the assets as follows:
Base building 33 - 50 years Building components 20 years Tenant improvements The lesser of the term of the lease or the useful life of the improvements
The aggregate remaining net basis of the real estate investments for federal income tax purposes was approximately $268,445,000 at December 31, 1998. Depreciation and amortization are provided on the declining balance and straight-line methods over the estimated useful lives of the assets.
The changes in total real estate investments and related accumulated depreciation for each of the years in the three year period ended December 31, 1998 are summarized as follows.