Saul Centers, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Saul Centers, Inc. has filed its 2023 annual report (10-K) detailing its financial performance and operations.</b>

AI Summary

SAUL CENTERS, INC. (BFS-PE) filed a Annual Report (10-K) with the SEC on February 29, 2024. Saul Centers, Inc. filed its 2023 Form 10-K on February 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal business is real estate investment trusts. The company is incorporated in Maryland. Its business address is 7501 Wisconsin Avenue, Suite 1500, Bethesda, MD 20814.

Why It Matters

For investors and stakeholders tracking SAUL CENTERS, INC., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Saul Centers' financial health, operational strategies, and risk factors for the fiscal year 2023, crucial for investors to assess the company's performance and future prospects. As a real estate investment trust (REIT), the details within this filing are vital for understanding the company's property portfolio, rental income, debt levels, and overall market position within the real estate sector.

Risk Assessment

Risk Level: medium — SAUL CENTERS, INC. shows moderate risk based on this filing. The company operates as a Real Estate Investment Trust (REIT), a sector sensitive to interest rate fluctuations and economic downturns, which can impact property values and rental income.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand the company's exposure to real estate market dynamics and interest rate sensitivity.

Key Numbers

• 2023-12-31 — Fiscal Year End (CONFORMED PERIOD OF REPORT)
• 2024-02-29 — Filing Date (FILED AS OF DATE)
• 6798 — SIC Code (STANDARD INDUSTRIAL CLASSIFICATION)
• MD — State of Incorporation (STATE OF INCORPORATION)

Key Players & Entities

• SAUL CENTERS, INC. (company) — FILER
• 0000907254 (company) — CENTRAL INDEX KEY
• 6798 (company) — STANDARD INDUSTRIAL CLASSIFICATION
• MD (company) — STATE OF INCORPORATION
• 301-986-7737 (company) — BUSINESS PHONE
• 2024-02-29 (date) — FILED AS OF DATE
• 2023-12-31 (date) — CONFORMED PERIOD OF REPORT
• 7501 WISCONSIN AVENUE (company) — BUSINESS ADDRESS STREET 1

FAQ

Risk Factors

• Real Estate Market Conditions [high — market]: The company's financial performance is significantly influenced by the general conditions in the real estate market, including economic downturns and fluctuations in property values.
• Interest Rate Sensitivity [medium — financial]: As a REIT, the company's profitability and ability to service debt are sensitive to changes in interest rates.
• Tenant Concentration [medium — operational]: Reliance on a limited number of major tenants could pose a risk if one or more of these tenants experience financial difficulties or terminate their leases.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-02-29: Filing Date — Indicates when the 10-K was officially submitted to the SEC.

Key Financial Figures

• $0.01 — ich registered Common Stock, Par Value $0.01 Per Share BFS New York Stock Exchange

Filing Documents

• bfs-20231231.htm (10-K) — 2931KB
• bfs-12312023xexhibit21.htm (EX-21) — 8KB
• bfs-12312023xexhibit231.htm (EX-23.1) — 9KB
• bfs-12312023xexhibit31.htm (EX-31) — 17KB
• bfs-12312023xexhibit32.htm (EX-32) — 9KB
• exhibit971.htm (EX-97.1) — 12KB
• bfs-20231231_g1.jpg (GRAPHIC) — 139KB
• exhibit971001.jpg (GRAPHIC) — 223KB
• exhibit971002.jpg (GRAPHIC) — 221KB
• exhibit971003.jpg (GRAPHIC) — 283KB
• exhibit971004.jpg (GRAPHIC) — 43KB
• 0000907254-24-000020.txt (&nbsp;) — 13223KB
• bfs-20231231.xsd (EX-101.SCH) — 85KB
• bfs-20231231_cal.xml (EX-101.CAL) — 91KB
• bfs-20231231_def.xml (EX-101.DEF) — 460KB
• bfs-20231231_lab.xml (EX-101.LAB) — 888KB
• bfs-20231231_pre.xml (EX-101.PRE) — 582KB
• bfs-20231231_htm.xml (XML) — 1718KB

Risk Factors

Item 1A. Risk Factors 10

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 23

Cybersecurity

Item 1C. Cybersecurity 23

Properties

Item 2. Properties 24

Legal Proceedings

Item 3. Legal Proceedings 32

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 32 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 33

[Reserved]

Item 6. [Reserved] 34

Management's Discussion and Analysis of Financial Condition And Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition And Results of Operations 35

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 50

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 50

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 50

Controls and Procedures

Item 9A. Controls and Procedures 50

Other Information

Item 9B. Other Information 52 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 53

Executive Compensation

Item 11. Executive Compensation 53

Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters 53

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 53

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 53 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 54

Form 10-K Summary

Item 16. Form 10-K Summary 58 FINANCIAL STATEMENT SCHEDULE Schedule III. Real Estate and Accumulated Depreciation F- 27 2 Table of Contents PART I Cautionary Statement Regarding Forward-Looking Statements Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "plans," "intends," "estimates," "anticipates," "expects," "believes" or similar expressions in this Form 10-K. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. Certain factors that could cause actual results or events to differ materially from those we anticipate are described in "Item 1A. Risk Factors" of this Annual Report on Form 10-K. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements: the ability of our tenants to pay rent; our reliance on shopping center "anchor" tenants and other significant tenants; our substantial relationships with members of the Saul Organization; risks of financing, such as increases in interest

Business

Item 1. Business General Saul Centers, Inc. ("Saul Centers") was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. 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 (the "Board") and Chief Executive Officer of Saul Centers. The Company's primary strategy is to continue to focus on diversification of its assets through development of transit-oriented, residential mixed-use projects and expansion of and additions to its grocery-anchored shopping centers in the Washington, DC metropolitan area. The Company's operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the addition of pad sites, and supplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers. 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 "Saul Trust"), the B. F. Saul Company and certain other affiliated entities, each of which is controlled by B. Francis Saul II and his family members (collectively, the "Saul Organization"). On August 26, 1993, members of the Saul Organization transferred to Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the "Operating Partnership"), a

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