Current Report Filing (8-k)

Saul Centers, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2014

SAUL CENTERS, INC.

(Exact name of registrant as specified in its charter)



Maryland	001-12254	56-1833074
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7501 Wisconsin Avenue Suite 1500 Bethesda, Maryland		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 986-6200

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Saul Centers, Inc.

Item 8.01. Other Events.

The exhibit listed in the following index relates to the Registration Statement on Form S-3 (No. 333-185595) of Saul Centers, Inc. and is filed herewith for incorporation by reference into such Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


12.1	Calculation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAUL CENTERS, INC.

By: /s/ Scott V. Schneider

Name: Scott V. Schneider

Title: Senior Vice President,

Chief Financial Officer,

Treasurer and Secretary

Dated: November 6, 2014

Saul Centers, Inc.



Earnings to Fixed Charges
(in thousands, except ratios)

				Nine Months Ended				Years Ended December 31,
				9/30/2014				2013				2012				2011				2010				2009
Ratio of Earnings to Fixed Charges
	Total revenue			$	155,828			$	197,897			$	190,092			$	173,878			$	163,108			$	160,539
	Operating expenses			116,213				162,628				154,996				142,442				120,300				115,177
	Operating income			39,615				35,269				35,096				31,436				42,808				45,362
	Non-Operating Items:
		Loss on early extinguishment of debt		—				(497		)		—				—				(5,405		)		(2,210		)
		Change in fair value of derivatives		(6		)		(7		)		36				(1,332		)		—				—
		Gain on casualty settlements		—				77				219				245				2,475				329
	Income from continuing operations			39,609				34,842				35,351				30,349				39,878				43,481

	Fixed Charges
		Interest and amortization of deferred debt expense		34,537				46,589				49,544				45,324				34,799				34,689
		Capitalized Interest		430				170				42				1,896				7,196				5,989
			Total fixed charges	34,967				46,759				49,586				47,220				41,995				40,678

	Less: Capitalized Interest			(430		)		(170		)		(42		)		(1,896		)		(7,196		)		(5,989		)
	Earnings			$	74,146			$	81,431			$	84,895			$	75,673			$	74,677			$	78,170
	Fixed charges and preferred dividends:
		Total fixed charges		$	34,967			$	46,759			$	49,586			$	47,220			$	41,995			$	40,678
		Preferred stock dividends		9,619				13,983				15,140				15,140				15,140				15,140
			Total fixed charges and preferred dividends	$	44,586			$	60,742			$	64,726			$	62,360			$	57,135			$	55,818

		Ratio of earnings to fixed charges		2.12			X	1.74			X	1.71			X	1.60			X	1.78			X	1.92			X
		Ratio of earnings to combined fixed charges and preferred dividends		1.66			X	1.34			X	1.31			X	1.21			X	1.31			X	1.40			X