Saul Centers - 10-Q quarterly report FY2019 Q2

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM	10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12254

SAUL CENTERS INC.

(Exact name of registrant as specified in its charter)



Maryland	52-1833074
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

7501 Wisconsin Avenue, Bethesda, Maryland 20814

(Address of principal executive office) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class:	Name of exchange on which registered:	Trading symbol:
Common Stock, $0.01 par value	New York Stock Exchange	BFS
6.875% Series C Preferred Stock, $0.01 par value	New York Stock Exchange	BFS/PRC
6.125% Series D Preferred Stock, $0.01 par value	New York Stock Exchange	BFS/PRD

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares of common stock, par value $0.01 per share outstanding as of July 31, 2019: 23.0 million.

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SAUL CENTERS, INC.

Table of Contents



	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

(a) Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	4
(b) Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018	5
(c) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2019 and 2018	6
(d) Consolidated Statements of Equity for the three and six months ended June 30, 2019 and 2018	7
(e) Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	9
(f) Notes to Consolidated Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(a) Critical Accounting Policies	23
(b) Results of Operations:
Three months ended June 30, 2019 compared to three months ended June 30, 2018	24
Six months ended June 30, 2019 compared to six months ended June 30, 2018	25
Same Property Revenue	26
Same Property Operating Income	26
(c) Liquidity and Capital Resources	28

Item 3. Quantitative and Qualitative Disclosures About Market Risk	33

Item 4. Controls and Procedures	33

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	34
Item 6. Exhibits	35
Signatures	36

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(Dollars in thousands, except per share amounts)	June 30, 2019			December 31, 2018
Assets
Real estate investments
Land	$	488,942		$	488,918
Buildings and equipment	1,280,397			1,273,275
Construction in progress	249,719			185,972
	2,019,058			1,948,165
Accumulated depreciation	(544,811		)	(525,518		)
	1,474,247			1,422,647
Cash and cash equivalents	9,262			14,578
Accounts receivable and accrued income, net	51,602			53,876
Deferred leasing costs, net	25,525			28,083
Prepaid expenses, net	1,806			5,175
Other assets	6,720			3,130
Total assets	$	1,569,162		$	1,527,489
Liabilities
Notes payable	$	853,627		$	880,271
Term loan facility payable	74,641			74,591
Revolving credit facility payable	46,600			45,329
Construction loan payable	70,436			21,655
Dividends and distributions payable	19,313			19,153
Accounts payable, accrued expenses and other liabilities	42,287			32,419
Deferred income	25,649			28,851
Total liabilities	1,132,553			1,102,269
Equity
Preferred stock, 1,000,000 shares authorized:
Series C Cumulative Redeemable, 42,000 shares issued and outstanding	105,000			105,000
Series D Cumulative Redeemable, 30,000 shares issued and outstanding	75,000			75,000
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,008,615 and 22,739,207 shares issued and outstanding, respectively	230			227
Additional paid-in capital	399,047			384,533
Distributions in excess of accumulated earnings	(212,109		)	(208,593		)
Accumulated other comprehensive loss	(384		)	(255		)
Total Saul Centers, Inc. equity	366,784			355,912
Noncontrolling interest	69,825			69,308
Total equity	436,609			425,220
Total liabilities and equity	$	1,569,162		$	1,527,489

The Notes to Financial Statements are an integral part of these statements.

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



(Dollars in thousands, except per share amounts)	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Revenue
Rental revenue	$	55,953		$	54,970		$	112,756		$	109,960
Other	2,188			1,111			5,135			2,230
Total revenue	58,141			56,081			117,891			112,190
Expenses
Property operating expenses	7,115			6,732			15,116			13,856
Real estate taxes	6,819			6,778			13,967			13,622
Interest expense, net and amortization of deferred debt costs	10,793			11,168			21,860			22,594
Depreciation and amortization of deferred leasing costs	11,524			11,351			23,167			22,700
General and administrative	5,140			4,647			9,954			9,068
Total expenses	41,391			40,676			84,064			81,840
Change in fair value of derivatives	—			(12		)	—			(12		)
Gain on sale of property	—			509			—			509
Net Income	16,750			15,902			33,827			30,847
Noncontrolling interests
Income attributable to noncontrolling interests	(3,518		)	(3,359		)	(7,148		)	(5,718		)
Net income attributable to Saul Centers, Inc.	13,232			12,543			26,679			25,129
Extinguishment of issuance costs upon redemption of preferred shares	—			—			—			(2,328		)
Preferred stock dividends	(2,953		)	(2,953		)	(5,906		)	(6,356		)
Net income available to common stockholders	$	10,279		$	9,590		$	20,773		$	16,445
Per share net income available to common stockholders
Basic and diluted	$	0.45		$	0.43		$	0.91		$	0.74
Dividends declared per common share outstanding	$	0.53		$	0.52		$	1.06		$	1.04

The Notes to Financial Statements are an integral part of these statements.

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands)	2019			2018			2019			2018
Net income	$	16,750		$	15,902		$	33,827		$	30,847
Other comprehensive income
Change in unrealized loss on cash flow hedge	(127		)	165			(173		)	554
Total comprehensive income	16,623			16,067			33,654			31,401
Comprehensive income attributable to noncontrolling interests	(3,473		)	(3,402		)	(7,103		)	(5,861		)
Total comprehensive income attributable to Saul Centers, Inc.	13,150			12,665			26,551			25,540
Extinguishment of issuance costs upon redemption of preferred shares	—			—			—			(2,328		)
Preferred stock dividends	(2,953		)	(2,953		)	(5,906		)	(6,356		)
Total comprehensive income available to common stockholders	$	10,197		$	9,712		$	20,645		$	16,856

The Notes to Financial Statements are an integral part of these statements.

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)



(Dollars in thousands, except per share amounts)	Preferred Stock		Common Stock		Additional Paid-in Capital		Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive (Loss)			Total Saul Centers, Inc.			Noncontrolling Interest			Total
Balance, January 1, 2019	$	180,000	$	227	$	384,533	$	(208,593	)	$	(255	)	$	355,912		$	69,308		$	425,220
Issuance of 120,832 shares of common stock:
120,347 shares pursuant to dividend reinvestment plan	—		1		6,170		—			—			6,171			—			6,171
485 shares due to exercise of stock options and issuance of directors’ deferred stock	—		1		419		—			—			420			—			420
Issuance of 13,742 partnership units pursuant to dividend reinvestment plan	—		—		—		—			—			—			705			705
Net income	—		—		—		13,447			—			13,447			3,630			17,077
Change in unrealized loss on cash flow hedge	—		—		—		—			(34		)	(34		)	(12		)	(46		)
Distributions payable preferred stock:
Series C, $42.97 per share	—		—		—		(1,805		)	—			(1,805		)	—			(1,805		)
Series D, $38.28 per share	—		—		—		(1,148		)	—			(1,148		)	—			(1,148		)
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)	—		—		—		(12,108		)	—			(12,108		)	(4,155		)	(16,263		)
Balance, March 31, 2019	180,000		229		391,122		(210,207		)	(289		)	360,855			69,476			430,331

Issuance of 148,576 shares of common stock:
99,804 shares pursuant to dividend reinvestment plan	—		1		5,127		—			—			5,128			—			5,128
48,772 shares due to exercise of stock options and issuance of directors’ deferred stock	—		—		2,798		—			—			2,798			—			2,798
Issuance of 20,041 partnership units pursuant to dividend reinvestment plan	—		—		—		—			—			—			1,029			1,029
Net income	—		—		—		13,232			—			13,232			3,518			16,750
Change in unrealized loss on cash flow hedge	—		—		—		—			(95		)	(95		)	(32		)	(127		)
Distributions payable preferred stock:
Series C, $42.97 per share	—		—		—		(1,805		)	—			(1,805		)	—			(1,805		)
Series D, $38.28 per share	—		—		—		(1,148		)	—			(1,148		)	—			(1,148		)
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)	—		—		—		(12,181		)	—			(12,181		)	(4,166		)	(16,347		)
Balance, June 30, 2019	$	180,000	$	230	$	399,047	$	(212,109	)	$	(384	)	366,784			$	69,825		$	436,609

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)

(Unaudited)



(Dollars in thousands, except per share amounts)	Preferred Stock			Common Stock		Additional Paid-in Capital			Distributions in Excess of Accumulated Earnings			Accumulated Other Comprehensive (Loss)			Total Saul Centers, Inc.			Noncontrolling Interest			Total
Balance, January 1, 2018	$	180,000		$	221	$	352,590		$	(197,710	)	$	(696	)	$	334,405		$	58,698		$	393,103
Issuance of 30,000 shares of Series D Cumulative preferred stock	75,000			—		(2,631		)	—			—			72,369			—			72,369
Partial redemption of 30,000 shares of Series C Cumulative preferred stock	(75,000		)	—		2,311			(2,328		)	—			(75,017		)	—			(75,017		)
Issuance of common stock:
69,750 shares pursuant to dividend reinvestment plan	—			1		3,676			—			—			3,677			—			3,677
8,088 shares due to exercise of employee stock options and issuance of directors’ deferred shares	—			—		769			—			—			769			—			769
Issuance of 38,037 partnership units pursuant to dividend reinvestment plan	—			—		—			—			—			—			2,017			2,017
Net income	—			—		—			12,588			—			12,588			2,359			14,947
Change in unrealized loss on cash flow hedge	—			—		—			—			289			289			100			389
Preferred stock distributions:
Series C	—			—		—			(730		)	—			(730		)	—			(730		)
Distributions payable preferred stock:
Series C, $42.97 per share	—			—		—			(1,805		)	—			(1,805		)	—			(1,805		)
Series D, $28.92 per share	—			—		—			(868		)	—			(868		)	—			(868		)
Distributions payable common stock ($0.52/share) and distributions payable partnership units ($0.52/unit)	—			—		—			(11,552		)	—			(11,552		)	(3,942		)	(15,494		)
Balance, March 31, 2018	180,000			222		356,715			(202,405		)	(407		)	334,125			59,232			393,357

Issuance of common stock:
85,202 shares pursuant to dividend reinvestment plan	—			1		4,050			—			—			4,051			—			4,051
2,647 shares due to exercise of stock options and issuance of directors’ deferred stock	—			—		648			—			—			648			—			648
Issuance of 219,102 partnership units	—			—		—			—			—			—			10,805			10,805
Net income	—			—		—			12,543			—			12,543			3,359			15,902
Change in unrealized loss on cash flow hedge	—			—		—			—			122			122			43			165
Distributions payable preferred stock:
Series C, $42.97 per share	—			—		—			(1,805		)	—			(1,805		)	—			(1,805		)
Series D, $38.28 per share	—			—		—			(1,148		)	—			(1,148		)	—			(1,148		)
Distributions payable common stock ($0.52/share) and distributions payable partnership units ($0.52/unit)	—			—		—			(11,589		)	—			(11,589		)	(4,055		)	(15,644		)
Balance, June 30, 2018	$	180,000		$	223	$	361,413		$	(204,404	)	$	(285	)	$	336,947		$	69,384		$	406,331

The Notes to Financial Statements are an integral part of these statements.

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Saul Centers, Inc.



CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six months ended June 30,
(Dollars in thousands)	2019			2018
Cash flows from operating activities:
Net income	$	33,827		$	30,847
Adjustments to reconcile net income to net cash provided by operating activities:
Change in fair value of derivatives	—			12
Gain on sale of property	—			(509		)
Depreciation and amortization of deferred leasing costs	23,167			22,700
Amortization of deferred debt costs	760			847
Compensation costs of stock grants and options	1,142			1,097
Credit losses on operating lease receivables	556			429
Decrease in accounts receivable and accrued income	1,718			2,994
Additions to deferred leasing costs	(581		)	(2,790		)
Decrease in prepaid expenses	3,369			3,579
Increase in other assets	(3,590		)	(4,536		)
Increase in accounts payable, accrued expenses and other liabilities	6,666			2,511
Decrease in deferred income	(3,202		)	(3,490		)
Net cash provided by operating activities	63,832			53,691
Cash flows from investing activities:
Acquisitions of real estate investments (1)	(24		)	(162		)
Additions to real estate investments	(7,857		)	(2,911		)
Additions to development and redevelopment projects	(60,718		)	(35,246		)
Repayment of note receivable	—			1,326
Net cash used in investing activities	(68,599		)	(36,993		)
Cash flows from financing activities:
Proceeds from notes payable	22,100			—
Repayments on notes payable	(48,715		)	(29,001		)
Proceeds from term loan facility	—			75,000
Proceeds from revolving credit facility	36,000			50,000
Repayments on revolving credit facility	(35,000		)	(86,000		)
Proceeds from construction loan	48,731			—
Additions to deferred debt costs	(420		)	(3,212		)
Proceeds from the issuance of:
Common stock	13,375			8,048
Partnership units (1)	1,734			4,046
Series D preferred stock	—			72,369
Series C preferred stock redemption payment	—			(75,000		)
Preferred stock redemption costs	—			(13		)
Distributions to:
Series C preferred stockholders	(3,610		)	(5,628		)
Series D preferred stockholders	(2,296		)	(868		)
Common stockholders	(24,145		)	(23,058		)
Noncontrolling interests	(8,303		)	(7,864		)
Net cash used in financing activities	(549		)	(21,181		)
Net decrease in cash and cash equivalents	(5,316		)	(4,483		)
Cash and cash equivalents, beginning of period	14,578			10,908
Cash and cash equivalents, end of period	$	9,262		$	6,425
Supplemental disclosure of cash flow information:
Cash paid for interest	$	21,186		$	22,145
Increase in accrued real estate investments and development costs	$	3,029		$	3,987

(1) The 2018 acquisition of real estate and proceeds from the issuance of partnership units each excludes $8,776 in connection with the acquisition of Ashbrook Marketplace in exchange for limited partnership units.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


1.	Organization, Basis of Presentation

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 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 “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”), and two newly formed subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “Partnerships”), shopping center and mixed-use properties and the management functions related to the transferred properties. Since its formation, the Company has developed and purchased additional properties.

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 mixed-use properties, primarily in the Washington, DC/Baltimore metropolitan area.

Because the properties are located primarily in the Washington, DC/Baltimore metropolitan area, the Company is subject to a concentration of credit risk related to these properties. A majority of the Shopping Centers are anchored by one or more major tenants. As of June 30, 2019, 32 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Giant Food, a tenant at ten Shopping Centers individually accounted for 4.7% of the Company's total revenue for the six months ended June 30, 2019. No other tenant individually accounted for 2.5% or more of the Company’s total revenue for the six months ended June 30, 2019.

The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Operating Partnership and Subsidiary Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of June 30, 2019 and December 31, 2018, are comprised of the assets and liabilities of the Operating Partnership. The debt arrangements which are subject to recourse are described in Note 5. All significant intercompany balances and transactions have been eliminated in consolidation.

The Operating Partnership is a variable interest entity ("VIE") because the limited partners do not have substantive kick-out or participating rights. The Company is the primary beneficiary of the Operating Partnership because it has the power to direct its activities and the rights to absorb 74.4% of its net income. Because the Operating Partnership was previously consolidated into the financial statements of the Company, classification of it as a VIE had no impact on the consolidated financial statements of the Company.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for the fair presentation of the financial position and results of operations of the Company. for the interim periods have been included. All such adjustments are of a normal recurring nature. These consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements of the Company. for the year ended December 31, 2018, which are included in its Annual Report on Form 10-K. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those instructions. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.


2.	Summary of Significant Accounting Policies

Our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 have not changed significantly in amount or composition.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make certain 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 revenue and expenses during the reporting period. The most significant estimates and assumptions relate to impairment of real estate properties. Actual results could differ from those estimates.

Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts

Accounts receivable primarily represent amounts currently due from tenants in accordance with the terms of their respective leases. Lease related receivables are reduced for credit losses. Such losses are recognized as a reduction of rental revenue in the consolidated statements of operations.

In addition to rents due currently, accounts receivable includes approximately $43.2 million and $43.3 million, at June 30, 2019 and December 31, 2018, respectively, net of allowance for doubtful accounts totaling $29,600 and $58,500, respectively, representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases.

Recently Issued Accounting Standards

In February 2016, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) 2016-02, ‘‘Leases’’ (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, interim periods within those years, and requires a modified retrospective transition approach for all leases existing at the date of initial application, with an option to use certain practical expedients for those existing leases. Upon adoption of ASU 2016-02 effective January 1, 2019, we elected the practical expedient for all leases with respect to lease identification, lease classification, and initial direct costs. We made a policy election not to separate lease and nonlease components and have accounted for each lease component and the related nonlease components together as a single component. There have been no significant changes to our lessor accounting for operating leases as a result of ASU 2016-02.

We lease shopping centers and mixed-use properties to lessees in exchange for monthly payments that cover rent, and where applicable, reimbursement for property taxes, insurance and certain property operating expenses. Our leases were determined to be operating leases and generally range in term from one to 15 years.

Some of our leases have termination options and/or extension options. Termination options allow the lessee to terminate the lease prior to the end of the lease term, provided certain conditions are met. Termination options generally require advance notification from the lessee and payment of a termination fee. Termination fees are recognized as revenue over the modified lease term. Extension options are subject to terms and conditions stated in the lease.

On January 1, 2019, a right of use asset and corresponding lease liability related to our headquarters lease were recorded in other assets and other liabilities, respectively. The lease expires on February 28, 2022, with one option to renew for an additional five years. The right of use asset and corresponding lease liability totaled $2.0 million and $2.0 million, respectively, at June 30, 2019.

In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses" ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of information to support credit loss estimates. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those years. We are evaluating the impact that ASU 2016-13 will have on our consolidated financial statements and related disclosures.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging” (“ASU 2017-12”). ASU 2017-12 amends financial reporting for hedging activities to better align that reporting with risk management activities. ASU 2017-12 expands and refines hedge accounting for both financial and nonfinancial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. Effective with the adoption of ASU 2017-12 on January 1, 2019, changes in the fair value of the Company’s interest rate swap related to changes in the cash flow of the hedged item are reported as a component of interest expense and amortization of deferred debt costs in the Statements of Operations.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

Reclassifications

Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the six months ended June 30, 2019.


3.	Real Estate

Construction In Progress

Construction in progress includes land, preconstruction and development costs of active projects. Preconstruction costs include legal, zoning and permitting costs and other project carrying costs incurred prior to the commencement of construction. Development costs include direct construction costs and indirect costs incurred subsequent to the start of construction such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance. Construction in progress as of June 30, 2019 and December 31, 2018, is composed of the following:



(in thousands)	June 30, 2019		December 31, 2018
Glebe Road	$	215,554	$	162,176
Ashbrook Marketplace	18,272		11,124
Other	15,893		12,672
Total	$	249,719	$	185,972

Deferred Leasing Costs

Deferred leasing costs consist of commissions paid to third-party and internal leasing agents, internal costs such as payroll-related fringe benefits which are direct and incremental to successful commercial leases, amounts attributed to in-place leases associated with acquired properties and lease inducement costs. Effective with the adoption of ASU 2016-02 on January 1, 2019, all costs incurred prior to the execution of a lease are charged to expense and not capitalized. Unamortized deferred leasing costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Deferred leasing costs are amortized over the term of the lease or remaining term of acquired leases. Collectively, deferred leasing costs totaled $25.5 million and $28.1 million, net of accumulated amortization of $39.3 million and $37.7 million, as of June 30, 2019 and December 31, 2018, respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the consolidated statements of operations, totaled $3.2 million and $2.9 million for the six months ended June 30, 2019 and 2018, respectively.

Real Estate Investment Properties

As of June 30, 2019, the Company’s properties (the “Current Portfolio Properties”) consisted of 49 shopping center properties (the “Shopping Centers”), seven mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and four (non-operating) development properties.

Depreciation is calculated using the straight-line method and estimated useful lives of generally between 35 and 50 years for base buildings, or a shorter period if management determines that the building has a shorter useful life, and up to 20 years for certain other improvements that extend the useful lives. Leasehold improvement expenditures are capitalized when certain criteria are met, including when the Company supervises construction and will own the improvements. Tenant improvements are amortized, over the shorter of the lives of the related leases or the useful life of the improvements, using the straight-line method. Depreciation expense in the Consolidated Statements of Operations totaled $20.0 million and $19.8 million for the six months ended June 30, 2019 and 2018, respectively. Repairs and maintenance expense totaled $6.6 million and $5.9 million for the six months ended June 30, 2019 and 2018, respectively, and is included in property operating expenses in the Consolidated Statements of Operations.

Acquisitions

Ashbrook Marketplace

In May 2018, the Company acquired from the Trust, in exchange for 176,680 limited partnership units, approximately 13.7 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Loudoun County, Virginia. Based on the closing price of the Company's common stock, the land and the limited partnership units were recorded at a value of $8.8 million. Acquisition costs related to the transaction totaled approximately $0.2 million.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

7316 Wisconsin Avenue

Allocation of Purchase Price of Real Estate Acquired

The Company allocates the purchase price of real estate investment properties to various components, such as land, buildings and intangibles related to in-place leases and customer relationships, based on their relative fair values or fair values.

During 2018, the Company acquired properties that had an aggregate cost of $49.5 million, including acquisition costs. The purchase price was allocated to assets acquired and liabilities assumed based on their relative fair values as shown in the following table.



(in thousands)	Ashbrook Marketplace		7316 Wisconsin Avenue			Total
Land	$	8,776	$	38,686		$	47,462
Buildings	—		979			979
In-place Leases	—		886			886
Above Market Rent	—		168			168
Below Market Rent	—		(21		)	(21		)
Total Purchase Price	$	8,776	$	40,698		$	49,474


4.	Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership

As of June 30, 2019, the Saul Organization holds a 25.6% limited partnership interest in the Operating Partnership represented by approximately 7.9 million convertible limited partnership units. These units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on a one-for-one basis provided that, in accordance with the Company's Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of June 30, 2019, approximately 750,000 units were convertible into shares of Saul Centers common stock.

The impact of the Saul Organization’s approximately 25.6% limited partnership interest in the Operating Partnership is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Fully converted partnership units and diluted weighted average common stock outstanding for the three months ended June 30, 2019 and 2018, were approximately 30.8 million and 30.0 million, respectively, and for the six months ended June 30, 2019 and 2018, were approximately 30.8 million and 29.9 million, respectively.


5.	Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs

The principal amount of the Company’s outstanding debt totaled approximately $1.1 billion at June 30, 2019, of which approximately $932.3 million was fixed-rate debt and approximately $123.0 million was variable rate debt, including

$48.0 million outstanding under an unsecured revolving credit facility and $75.0 million outstanding under a term loan credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.1 billion as of June 30, 2019.

At June 30, 2019, the Company had a $400.0 million credit facility comprised of a $325.0 million revolving facility and a $75.0 million term loan. As of June 30, 2019, the applicable spread for borrowings is 135 basis points under the revolving credit facility and 130 basis points under the term loan. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the credit facility. Letters of credit may be issued under the revolving credit facility. As of June 30, 2019, based on the value of the Company’s unencumbered properties, approximately $253.0 million was available under the revolving credit facility, $48.0 million was outstanding and approximately $185,000 was committed for letters of credit.

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Notes to Consolidated Financial Statements (Unaudited)

On January 4, 2019, the Company repaid in full the remaining balance of the mortgage loan secured by Countryside Marketplace, which was scheduled to mature in July 2019.

On January 10, 2019, the Company closed on a 15-year, non-recourse $22.1 million mortgage loan secured by Olde Forte Village. The loan matures in 2034, bears interest at a fixed-rate of 4.65%, requires monthly principal and interest payments of $124,700 based on a 25-year amortization schedule and requires a final payment of $12.1 million. Proceeds were partially used to repay in full the existing mortgage secured by Olde Forte Village, which was scheduled to mature in May 2019.

On June 3, 2019, the Company repaid in full the remaining balance of the mortgage loan secured by Briggs Chaney Marketplace, which was scheduled to mature in September 2019.

Saul Centers is a guarantor of the credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Park Van Ness loan (approximately $10.0 million of the $68.9 million outstanding balance at June 30, 2019, which guarantee will be reduced to (i) $6.7 million on October 1, 2019, (ii) $3.3 million on October 1, 2020 and (iii) zero on October 1, 2021), (b) a portion of the Kentlands Square II mortgage loan (approximately $8.7 million of the $34.6 million outstanding balance at June 30, 2019), and (c) a portion of the Broadlands Village mortgage (approximately $3.9 million of the $31.6 million outstanding balance at March 31, 2019). All other notes payable are non-recourse.

At December 31, 2018, the principal amount of the Company’s outstanding debt totaled approximately $1.0 billion, of which $910.2 million was fixed rate debt and $122.0 million was variable rate debt, including $47.0 million outstanding under an unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.1 billion as of December 31, 2018.

At June 30, 2019, the scheduled maturities of debt, including scheduled principal amortization, for years ending December 31, were as follows:



(In thousands)	Balloon Payments			Scheduled Principal Amortization		Total
July 1 through December 31, 2019	$	—		$	14,675	$	14,675
2020	61,163			28,537		89,700
2021	11,012			28,334		39,346
2022	84,502		(a)	28,925		113,427
2023	84,225			29,315		113,540
2024	66,640			27,894		94,534
Thereafter	474,181			115,902		590,083
Principal amount	$	781,723		$	273,582	1,055,305
Unamortized deferred debt costs						10,001
Net						$	1,045,304

(a) Includes $48.0 million outstanding under the revolving credit facility.

Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the credit facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $10.0 million and $10.3 million, net of accumulated amortization of $7.2 million and $7.3 million, at June 30, 2019 and December 31, 2018, respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets.

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Notes to Consolidated Financial Statements (Unaudited)

Interest expense, net and amortization of deferred debt costs for the three and six months ended June 30, 2019 and 2018, were as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	2019			2018			2019			2018
Interest incurred	$	12,988		$	12,302		$	25,868		$	24,503
Amortization of deferred debt costs	375			377			760			847
Capitalized interest	(2,522		)	(1,442		)	(4,668		)	(2,586		)
Interest expense	10,841			11,237			21,960			22,764
Less: Interest income	48			69			100			170
Interest expense, net and amortization of deferred debt costs	$	10,793		$	11,168		$	21,860		$	22,594


6.	Equity

The consolidated statements of operations for the six months ended June 30, 2019 and 2018, reflect noncontrolling interests of $7.1 million and $5.7 million, respectively, representing income attributable to the Saul Organization for each period.

At June 30, 2019, the Company had outstanding 3.0 million depositary shares, each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock (the "Series D Stock"). The depositary shares may be redeemed at the Company’s option, in whole or in part, on or after January 23, 2023, at the $25.00 liquidation preference, plus accrued but unpaid dividends to but not including the redemption date. The depositary shares pay an annual dividend of $1.53125 per share, equivalent to 6.125% of the $25.00 liquidation preference. The Series D Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.

At June 30, 2019, the Company had outstanding 4.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock (the “Series C Stock”). The depositary shares are redeemable at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends. The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.

Per Share Data

Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units and employee stock options are the Company’s potentially dilutive securities. For all periods presented, the convertible limited partnership units are non-dilutive. The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and dilutive, the effect of dilutive options and the number of options which are not dilutive because the average price of the Company's common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution.



	Three months ended June 30,		Six months ended June 30,
(In thousands)	2019	2018	2019	2018
Weighted average common stock outstanding-Basic	22,939	22,260	22,879	22,219
Effect of dilutive options	55	28	50	34
Weighted average common stock outstanding-Diluted	22,994	22,288	22,929	22,253
Non-dilutive options	698	635	568	541
Years non-dilutive options were issued	2016, 2017 and 2019	2015, 2016 and 2017	2016, 2017 and 2019	2015, 2016 and 2017

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Notes to Consolidated Financial Statements (Unaudited)


7.	Related Party Transactions

The Chairman and Chief Executive Officer, the President, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer of the Company are also officers of various members of the Saul Organization and their management time is shared with the Saul Organization. Their annual compensation is fixed by the Compensation Committee of the Board of Directors, with the exception of the Senior Vice President-Chief Accounting Officer whose share of annual compensation allocated to the Company is determined by the shared services agreement (described below).

The Company participates in a multiemployer 401K plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. Company contributions, which are included in general and administrative expense or property operating expenses in the Consolidated Statements of Operations, at the discretionary amount of up to six percent of the employee’s cash compensation, subject to certain limits, were $180,100 and $176,100 for the six months ended June 30, 2019 and 2018, respectively. All amounts contributed by employees and the Company are fully vested.

The Company also participates in a multiemployer nonqualified deferred compensation plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. According to the plan, which can be modified or discontinued at any time, participating employees defer 2% of their compensation in excess of a specified amount. For the six months ended June 30, 2019 and 2018, the Company credited to employee accounts $113,200 and $98,600, respectively, which is the sum of accrued earnings and three times the amount deferred by employees and is included in general and administrative expense. All amounts contributed by employees and credited by the Company are fully vested. The cumulative unfunded liability under this plan was $2.9 million and $2.7 million, at June 30, 2019 and December 31, 2018, respectively, and is included in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets.

The Company has entered into a shared services agreement (the “Agreement”) with the Saul Organization that provides for the sharing of certain personnel and ancillary functions such as computer hardware, software, and support services and certain direct and indirect administrative personnel. The method for determining the cost of the shared services is provided for in the Agreement and is based upon head count, estimates of usage or estimates of time incurred, as applicable. The terms of the Agreement and the payments made thereunder are deemed reasonable by management and are reviewed annually by the Audit Committee of the Board of Directors, which consists entirely of independent directors. Billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the six months ended June 30, 2019 and 2018, which included rental expense for the Company’s headquarters lease, totaled approximately $4.4 million and $4.1 million, net, respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the Consolidated Statements of Operations. As of June 30, 2019 and December 31, 2018, accounts payable, accrued expenses and other liabilities included approximately $893,900 and $933,400, respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses.

The Company has entered into a shared third-party predevelopment cost agreement (the “Predevelopment Agreement”) with the Trust. The Predevelopment Agreement relates to the sharing of third-party predevelopment costs incurred in connection with the planning of the future redevelopment of certain adjacent real estate assets in the Twinbrook area of Rockville, Maryland. The costs will be shared on a pro rata basis based on the acreage owned by each entity and neither party is obligated to advance funds to the other.

In August 2016, the Company entered into an agreement to acquire from the Trust approximately 13.7 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Ashburn, Virginia. The transaction closed on May 9, 2018, and the Company issued 176,680 limited partnership units to the Trust. The Company is constructing a shopping center, Ashbrook Marketplace, and upon stabilization, may be obligated to issue additional limited partnership units to the Trust.

The Company subleases its corporate headquarters space from a member of the Saul Organization. The lease commenced in March 2002, expires in 2022, and provides for base rent increases of 3% per year, with payment of a pro-rata share of operating expenses over a base year amount. The Agreement requires each party to pay an allocation of total rental payments based on a percentage proportionate to the number of employees employed by each party. The Company’s rent expense for its headquarters location was $386,100 and $395,400 for the six months ended June 30, 2019 and 2018, respectively, and is included in general and administrative expense.

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Notes to Consolidated Financial Statements (Unaudited)

The B. F. Saul Insurance Agency, Inc., a subsidiary of the B. F. Saul Company and a member of the Saul Organization, is a general insurance agency that receives commissions and fees in connection with the Company’s insurance program. Such commissions and fees amounted to $172,800 and $150,500 for the six months ended June 30, 2019 and 2018, respectively.


8.	Stock-based Employee Compensation, Stock Option Plans, and Deferred Compensation Plan for Directors

In 2004, the Company established a stock incentive plan (the "Plan"), as amended. Under the Plan, options were granted at an exercise price not less than the market value of the common stock on the date of grant and expire ten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant.

The Company uses the fair value method to value and account for employee stock options. The fair value of options granted is determined at the time of each award using the Black-Scholes model, a widely used method for valuing stock-based employee compensation, and the following assumptions: (1) Expected Volatility determined using the most recent trading history of the Company’s common stock (month-end closing prices) corresponding to the average expected term of the options; (2) Average Expected Term of the options is based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield rates, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.

Pursuant to the Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company’s directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If a director elects to their have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. During the six months ended June 30, 2019, 3,271 shares were credited to director's deferred fee accounts and 6,565 shares were issued. As of June 30, 2019, the director's deferred fee accounts comprise 111,350 shares.

The Compensation Committee has also approved an annual award of shares of the Company’s common stock as additional compensation to each director serving on the Board of Directors as of the record date for the Annual Meeting of Stockholders. The shares are awarded as of each Annual Meeting of Stockholders, and their issuance may not be deferred.

The following table summarizes the assumptions used in the valuation of the 2018 and 2019 option grants. During the six months ended June 30, 2019, stock option expense totaling $970,500 was included in general and administrative expense in the Consolidated Statements of Operations. As of June 30, 2019, the estimated future expense related to unvested stock options was $3.2 million.



	Directors						Officers
Grant date	May 11, 2018			May 3, 2019			May 11, 2018			May 3, 2019
Exercise price	$	49.46		$	55.71		$	49.46		$	55.71
Volatility	0.192			0.236			0.177			0.206
Expected life (years)	5.0			5.0			7.0			7.0
Assumed yield	3.70		%	3.75		%	3.75		%	3.80		%
Risk-free rate	2.84		%	2.33		%	2.94		%	2.43		%

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Notes to Consolidated Financial Statements (Unaudited)

The table below summarizes the option activity for the six months ended June 30, 2019:



	Number of Shares		Weighted Average Exercise Price per share		Aggregate Intrinsic Value
Outstanding at January 1	1,114,169		$	52.40	$	543,662
Granted	260,000		55.71		—
Exercised	(46,055	)	45.07		503,262
Expired/Forfeited	(7,500	)	56.07		—
Outstanding at June 30	1,320,614		53.29		4,728,314
Exercisable at June 30	774,614		52.28		3,640,270

The intrinsic value measures the price difference between the options’ exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. The intrinsic value for shares exercised during the period was calculated by using the closing share price on the date of exercise. At June 28, 2019, the final trading day of the second quarter, the closing share price of $56.13 was lower than the exercise price of the 210,875 and 227,500 outstanding options granted in 2016 and 2017, respectively. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 7.4 years and 6.4 years, respectively.


9.	Fair Value of Financial Instruments

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value. The aggregate fair value of the notes payable with fixed-rate payment terms was determined using Level 3 data in a discounted cash flow approach, which is based upon management’s estimate of borrowing rates and loan terms currently available to the Company for fixed-rate financing and, assuming long-term interest rates of approximately 3.75% and 4.40%, would be approximately $959.4 million and $927.0 million, respectively, compared to the principal balance of $932.3 million and $910.2 million at June 30, 2019 and December 31, 2018, respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt.

The Company carries its interest rate swap at fair value. The Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy with the exception of the impact of counter-party risk, which was determined using Level 3 inputs and is not significant. Derivative instruments are classified within Level 2 of the fair value hierarchy because their values are determined using third-party pricing models which contain inputs that are derived from observable market data. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs. The swap agreement terminates on July 1, 2020. As of June 30, 2019, the fair value of the interest-rate swap was approximately $0.5 million and is included in Accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets. The decrease in value from inception of the swap is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income.


10.	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 the aggregate, will not have a material adverse impact on the Company or the current portfolio properties.


11.	Business Segments

The Company has two reportable business segments: Shopping Centers and Mixed-Use Properties. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates performance based upon income and cash flows from real estate of the combined properties in each segment. All of our properties within each segment generate similar types of revenues and expenses related to tenant rent, reimbursements and operating expenses. Although services are provided to a range of tenants, the types of services provided to them are similar within each segment. The properties in each portfolio have similar economic characteristics and the nature of

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Notes to Consolidated Financial Statements (Unaudited)

the products and services provided to our tenants and the method to distribute such services are consistent throughout the portfolio. Certain reclassifications have been made to prior year information to conform to the 2019 presentation.



(In thousands)	Shopping Centers			Mixed-Use Properties			Corporate and Other			Consolidated Totals
Three months ended June 30, 2019
Real estate rental operations:
Revenue	$	42,259		$	15,882		$	—		$	58,141
Expenses	(8,552		)	(5,382		)	—			(13,934		)
Income from real estate	33,707			10,500			—			44,207
Interest expense, net and amortization of deferred debt costs	—			—			(10,793		)	(10,793		)
Depreciation and amortization of deferred leasing costs	(7,375		)	(4,149		)	—			(11,524		)
General and administrative	—			—			(5,140		)	(5,140		)
Net income (loss)	$	26,332		$	6,351		$	(15,933	)	$	16,750
Capital investment	$	8,967		$	36,209		$	—		$	45,176
Total assets	$	970,028		$	590,294		$	8,840		$	1,569,162

Three months ended June 30, 2018
Real estate rental operations:
Revenue	$	40,755		$	15,326		$	—		$	56,081
Expenses	(8,481		)	(5,029		)	—			(13,510		)
Income from real estate	32,274			10,297			—			42,571
Interest expense, net and amortization of deferred debt costs	—			—			(11,168		)	(11,168		)
Depreciation and amortization of deferred leasing costs	(7,333		)	(4,018		)	—			(11,351		)
General and administrative	—			—			(4,647		)	(4,647		)
Change in fair value of derivatives	—			—			(12		)	(12		)
Gain on sale of property	509			—			—			509
Net income (loss)	$	25,450		$	6,279		$	(15,827	)	$	15,902
Capital investment	$	3,883		$	16,387		$	—		$	20,270
Total assets	$	804,939		$	464,534		$	177,009		$	1,446,482

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Notes to Consolidated Financial Statements (Unaudited)



(Dollars in thousands)	Shopping Centers			Mixed-Use Properties			Corporate and Other			Consolidated Totals
Six months ended June 30, 2019
Real estate rental operations:
Revenue	$	85,417		$	32,474		$	—		$	117,891
Expenses	(18,240		)	(10,843		)	—			(29,083		)
Income from real estate	67,177			21,631			—			88,808
Interest expense, net and amortization of deferred debt costs	—			—			(21,860		)	(21,860		)
Depreciation and amortization of deferred leasing costs	(14,657		)	(8,510		)	—			(23,167		)
General and administrative	—			—			(9,954		)	(9,954		)
Net income (loss)	$	52,520		$	13,121		$	(31,814	)	$	33,827
Capital investment	$	13,580		$	55,019		$	—		$	68,599
Total assets	$	970,028		$	590,294		$	8,840		$	1,569,162

Six months ended June 30, 2018
Real estate rental operations:
Revenue	$	81,679		$	30,511		$	—		$	112,190
Expenses	(17,357		)	(10,121		)	—			(27,478		)
Income from real estate	64,322			20,390			—			84,712
Interest expense, net and amortization of deferred debt costs	—			—			(22,594		)	(22,594		)
Depreciation and amortization of deferred leasing costs	(14,631		)	(8,069		)	—			(22,700		)
General and administrative	—			—			(9,068		)	(9,068		)
Change in fair value of derivatives	—			—			(12		)	(12		)
Gain on sale of property	509			—			—			509
Net income (loss)	$	50,200		$	12,321		$	(31,674	)	$	30,847
Capital investment	$	7,143		$	29,850		$	—		$	36,993
Total assets	$	804,939		$	464,534		$	177,009		$	1,446,482

12. Subsequent Events

The Company has reviewed operating activities for the period subsequent to June 30, 2019 and determined there are no subsequent events required to be disclosed.

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes in “Item 1. Financial Statements” of this report and the more detailed information contained in the Company’s Form 10-K for the year ended December 31, 2018. Historical results and percentage relationships set forth in Item 1 and this section should not be taken as indicative of future operations of the Company. Capitalized terms used but not otherwise defined in this section have the meanings given to them in Item 1 of this Form 10-Q.

Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are generally characterized by terms such as “believe,” “expect” and “may.”

Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those given in the forward-looking statements as a result of changes in factors which include, among others, the following:


•	continuing risks related to the challenging domestic and global credit markets and their effect on discretionary spending;


•	risks that the Company’s tenants will not pay rent;


•	risks related to the Company’s reliance on shopping center “anchor” tenants and other significant tenants;


•	risks related to the Company’s substantial relationships with members of the Saul Organization;


•	risks of financing, such as increases in interest rates, restrictions imposed by the Company’s debt, the Company’s ability to meet existing financial covenants and the Company’s ability to consummate planned and additional financings on acceptable terms;


•	risks related to the Company’s development activities;


•	risks that the Company’s growth will be limited if the Company cannot obtain additional capital;


•	risks that planned and additional acquisitions or redevelopments may not be consummated, or if they are consummated, that they will not perform as expected;


•	risks generally incident to the ownership of real property, including adverse changes in economic conditions, changes in the investment climate for real estate, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, the relative illiquidity of real estate and environmental risks;


•	risks related to the Company’s status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to the Company’s status as a REIT, the effect of future changes in REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and


•	such other risks as described in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2018.

General

The following discussion is based primarily on the consolidated financial statements of the Company as of and for the three and six months ended June 30, 2019.

Overview

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 investments.

The Company’s primary operating strategy is to focus on its community and neighborhood shopping center business and its transit-centric, primarily residential mixed-use properties to achieve both cash flow growth and capital appreciation. Management believes there is potential for long-term growth in cash flow as existing leases for space in the Shopping Centers and Mixed-Use properties expire and are renewed, or newly-available or vacant space is leased. The Company intends to renegotiate leases where possible and seek new tenants for available space in order to optimize the mix of uses to improve foot traffic through the Shopping Centers. As leases expire, management expects to revise rental rates, lease terms and conditions, relocate existing tenants, reconfigure tenant spaces and introduce new tenants with the goals of increasing occupancy, improving overall retail sales, and ultimately increasing cash flow as economic conditions improve. In those circumstances in

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which leases are not otherwise expiring, or in connection with renovations or relocations, management selectively attempts to increase cash flow through a variety of means, including 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.

Economic conditions within the local Washington, DC metropolitan area have remained relatively stable. Issues facing the Federal government relating to taxation, spending and interest rate policy will likely continue to impact the office, retail and residential real estate markets over the coming years. Because the majority of the Company’s property operating income is produced by our shopping centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion plans. Based on our observations, we continue to adapt our marketing and merchandising strategies in a way to maximize our future performance. The Company’s overall leasing percentage, on a comparative same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, was 95.2% at June 30, 2019, compared to 94.0% at June 30, 2018.

The Company maintains a ratio of total debt to total asset value of under 50%, which allows the Company to obtain additional secured borrowings if necessary. As of June 30, 2019, amortizing fixed-rate debt with staggered maturities from 2020 to 2035 represented approximately 88.3% of the Company’s notes payable, thus minimizing refinancing risk in any given year. As of June 30, 2019, the Company’s variable-rate debt consisted of $123.0 million outstanding under the credit facility. As of June 30, 2019, the Company has availability of approximately $253.0 million under its $325.0 million unsecured revolving credit facility.

Although it is management’s present intention to concentrate future acquisition and development activities on community and neighborhood shopping centers and transit-centric, primarily residential mixed-use properties in the Washington, DC/Baltimore metropolitan area and the southeastern region of the United States, the Company may, in the future, also acquire other types of real estate in other areas of the country as opportunities present themselves. While the Company may diversify in terms of property locations, size and market, the Company does not set any limit on the amount or percentage of Company assets that may be invested in any one property or any one geographic area.

The following table sets forth average annualized base rent per square foot and average annualized effective rent per square foot for the Company's Commercial properties (all properties except for the Clarendon Center and Park Van Ness apartments). For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions.



	Six months ended June 30,
	2019		2018		2017		2016		2015
Base rent	$	20.18	$	20.27	$	19.19	$	18.68	$	18.38
Effective rent	$	18.28	$	18.35	$	17.37	$	16.87	$	16.72

Recent Developments

From 2014 through 2016, in separate transactions, the Company purchased four adjacent properties on North Glebe Road in Arlington, Virginia, for an aggregate $54.0 million. The Company is developing approximately 490 residential units and 60,000 square feet of retail space on 2.8 acres of land. Construction is complete on the three level below grade parking structure. The building exterior facade and interior drywall is nearing completion. Interior unit finishes are underway and street and courtyard site work has commenced. The development is scheduled for substantial completion in early 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million, a portion of which will be financed with a $157.0 million construction-to-permanent loan. Costs incurred through June 30, 2019 total approximately $215.6 million, of which $72.1 million has been financed by the loan. Leases have been executed for a 41,500 square foot Target and 11,000 square feet of retail shop space, resulting in approximately 88% of the planned retail space being leased.

Albertson's/Safeway is currently a tenant at seven of the Company's shopping centers, two locations of which are subleased to other grocers. In February 2017, the Company terminated the lease with Albertson's/Safeway at Broadlands Village. The Company executed a lease with Aldi Food Market for 20,000 square feet of this space, which opened in November 2017, and has executed a lease with LA Fitness for substantially all of the remaining space. The fitness center is under construction and projected to open for business during the fourth quarter of 2019.

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In the fourth quarter of 2018, the Company substantially completed construction of the shell of a 16,000 square foot small shop expansion at Burtonsville Town Square and construction of interior improvements is underway. Delivery of the first leased tenant spaces occurred in late 2018, and tenant openings began in the first quarter of 2019. The total development cost is expected to be approximately $5.7 million. Leases have been executed for approximately 71% of the space and the Company has prospects for the remaining portion. In addition, a lease has been executed with Taco Bell who will construct a free-standing building on a pad site within the property.

During the three months ended June 30, 2017, the Company executed a termination agreement with Kmart at Kentlands Square II. In September 2018, the Company executed a lease with At Home for all of the space, which opened for business in January 2019.

In May 2018, the Company acquired from the Trust, in exchange for 176,680 limited partnership units, approximately 13.7 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Ashburn, Virginia. The Company's Ashbrook Marketplace, an approximately 83,000 square foot neighborhood shopping center, is under construction. A 29,000 square foot anchor grocery store lease has been executed with Lidl and, including executed pad and shop space leases, overall pre-leasing totals approximately 58% of the planned space. In addition, lease negotiations are in progress for approximately 23,500 square feet of the remaining planned pad building and small shop space. Grocer and small shop base building construction are projected to be completed in the fall of 2019. The shopping center is scheduled to open in early 2020. After construction of the shopping center and upon stabilization, the Company may be obligated to issue additional limited partnership units to the Trust.

In September 2018, the Company purchased for $35.5 million, plus $0.7 million of acquisition costs, an office building and the underlying ground located at 7316 Wisconsin Avenue in Bethesda, Maryland. In December 2018, the Company purchased for $4.5 million, including acquisition costs, an interest in an adjacent parcel of land and retail building. The purchase price was funded through the Company's revolving credit facility. The Company has completed schematic design plans for the combined property for the mixed-use development of up to 366 apartment units and 11,000 square feet of retail space. In July 2019, the Montgomery County Planning Commission unanimously approved the Company's site plan. Design and construction documents are being prepared.

Critical Accounting Policies

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), which requires management to make certain estimates and assumptions that affect the reporting of financial position and results of operations. If judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of the financial statements. The Company has identified the following policies that, due to estimates and assumptions inherent in these policies, involve a relatively high degree of judgment and complexity.

Real Estate Investments

Real estate investment properties are stated at historic cost less depreciation. Although the Company intends to own its real estate investment properties over a long term, from time to time it will evaluate its market position, market conditions, and other factors and may elect to sell properties that do not conform to the Company’s investment profile. Management believes that the Company’s real estate assets have generally appreciated in value since their acquisition or development and, accordingly, the aggregate current value exceeds their aggregate net book value and also exceeds the value of the Company’s liabilities as reported in the financial statements. Because the financial statements are prepared in conformity with GAAP, they do not report the current value of the Company’s real estate investment properties.

If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the projected cash flows of the property over its remaining useful life, on an undiscounted basis, are compared to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, an impairment loss is recognized equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The fair value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected.

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Legal Contingencies

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of current matters will not have a material adverse effect on its financial position or the results of operations. Upon determination that a loss is probable to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine.

Results of Operations

Three months ended June 30, 2019 (the "2019 Quarter") compared to the three months ended June 30, 2018 (the "2018 Quarter")

Revenue



	Three months ended June 30,						2018 to 2019 Change
(Dollars in thousands)	2019			2018			Amount			Percent
Base rent	$	46,874		$	45,943		$	931		2.0	%
Expense recoveries	8,677			8,601			76			0.9	%
Percentage rent	330			249			81			32.5	%
Other property revenue	390			320			70			21.9	%
Credit losses on operating lease receivables	(318		)	(143		)	(175		)	122.4	%
Rental revenue	55,953			54,970			983			1.8	%
Other revenue	2,188			1,111			1,077			96.9	%
Total revenue	$	58,141		$	56,081		$	2,060		3.7	%

Base rent includes $4,300 and $(235,000) for the 2019 Quarter and 2018 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $367,500 and $412,400, for the 2019 Quarter and 2018 Quarter, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.

Total revenue increased 3.7% in the 2019 Quarter compared to the 2018 Quarter.

Base Rent. The $0.9 million increase in base rent in the 2019 Quarter compared to 2018 Quarter is primarily attributable to (a) a 141,400 square foot increase in leased commercial space ($0.7 million) and (b) higher residential base rent ($0.2 million).

Other Revenue. Other revenue increased $1.1 million primarily due to higher lease termination fees.

Expenses



	Three months ended June 30,				2018 to 2019 Change
(Dollars in thousands)	2019		2018		Amount			Percent
Property operating expenses	$	7,115	$	6,732	$	383		5.7	%
Real estate taxes	6,819		6,778		41			0.6	%
Interest expense, net and amortization of deferred debt costs	10,793		11,168		(375		)	(3.4	)%
Depreciation and amortization of deferred leasing costs	11,524		11,351		173			1.5	%
General and administrative	5,140		4,647		493			10.6	%
Total expenses	$	41,391	$	40,676	$	715		1.8	%

Total expenses increased 1.8% in the 2019 Quarter compared to the 2018 Quarter.

Property Operating Expenses. Property operating expenses increased 5.7% in the 2019 Quarter primarily due to initial direct costs related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.2 million).

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Interest Expense, net and Amortization of Deferred Debt Costs. Interest expense decreased 3.4% in the 2019 Quarter primarily due to (a) higher capitalized interest ($1.1 million) partially offset by (b) higher interest incurred due to the higher outstanding construction loan balance ($0.7 million).

General and Administrative. General and administrative expenses increased 10.6% primarily due to higher compensation and benefits expense related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.3 million).

Six months ended June 30, 2019 (the "2019 Period") compared to the six months ended June 30, 2018 (the "2018 Period")

Revenue



	Six Months Ended June 30,						2018 to 2019 Change
(Dollars in thousands)	2019			2018			Amount			Percent
Base rent	$	93,485		$	91,810		$	1,675		1.8	%
Expense recoveries	18,489			17,373			1,116			6.4	%
Percentage rent	613			667			(54		)	(8.1	)%
Other property revenue	725			539			186			34.5	%
Credit losses on operating lease receivables	(556		)	(429		)	(127		)	29.6	%
Rental revenue	112,756			109,960			2,796			2.5	%
Other revenue	5,135			2,230			2,905			130.3	%
Total revenue	$	117,891		$	112,190		$	5,701		5.1	%

Base rent includes $(211,600) and $(380,600) for the 2019 Period and the 2018 Period, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $727,600 and $824,700 for the 2019 Period and the 2018 Period, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.

Total revenue increased 5.1% in the 2019 Period compared to the 2018 Period.

Base Rent. The $1.7 million increase in base rent in the 2019 Period compared to 2018 Period is primarily attributable to (a) a 162,700 square foot increase in leased commercial space ($1.6 million) and (b) higher residential base rent ($0.4 million), partially offset by (c) a $0.09 per square foot decrease in commercial base rent ($0.4 million).

Expense Recoveries. Expense recoveries increased 6.4% in the 2019 Period primarily due to an increase in recoverable property operating expenses, largely repairs and maintenance and snow removal.

Other Revenue. Other revenue increased $2.9 million primarily due to higher lease termination fees.

Expenses



	Six Months Ended June 30,				2018 to 2019 Change
(Dollars in thousands)	2019		2018		Amount			Percent
Property operating expenses	$	15,116	$	13,856	$	1,260		9.1	%
Real estate taxes	13,967		13,622		345			2.5	%
Interest expense, net and amortization of deferred debt costs	21,860		22,594		(734		)	(3.2	)%
Depreciation and amortization of deferred leasing costs	23,167		22,700		467			2.1	%
General and administrative	9,954		9,068		886			9.8	%
Total expenses	$	84,064	$	81,840	$	2,224		2.7	%

Total expenses increased 2.7% in the 2019 Period compared to the 2018 Period.

Property Operating Expenses. Property operating expenses increased 9.1% in the 2019 Period primarily due to (a) higher repairs and maintenance expenses throughout the portfolio ($0.5 million), (b) higher snow removal costs ($0.3 million), and

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(c) initial direct costs related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.3 million).

Real Estate Taxes. Real estate taxes increased 2.5% in the 2019 Period primarily due to (a) an increase at 601 Pennsylvania Avenue ($0.2 million) and (b) small increases at several properties throughout the portfolio.

Interest and Amortization of Deferred Debt Costs. Interest and amortization of deferred debt costs decreased 3.2% to $21.9 million in the 2019 Period primarily due to increased capitalized interest ($2.1 million) partially offset by (b) higher interest incurred due to the higher outstanding construction loan balance ($1.0 million).

Depreciation and Amortization of Deferred Leasing Costs. The increase in depreciation and amortization to $23.2 million in the 2019 Period from $22.7 million in the 2018 Period was primarily due to the acquisition of 7316 Wisconsin Avenue ($0.5 million).

General and Administrative. General and administrative expenses increased 9.8% primarily due to higher compensation and benefits expense related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.6 million).

Same property revenue and same property operating income

Same property revenue and same property operating income are non-GAAP financial measures of performance and improve the comparability of these measures by excluding the results of properties which were not in operation for the entirety of the comparable reporting periods.

We define same property revenue as total revenue minus the revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, and (d) change in fair value of derivatives, minus (e) gains on property dispositions and (f) the operating income of properties which were not in operation for the entirety of the comparable periods.

Other REITs may use different methodologies for calculating same property revenue and same property operating income. Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs.

Same property revenue and same property operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of our properties. We believe the exclusion of these items from property revenue and property operating income is useful because the resulting measures capture the actual revenue generated and actual expenses incurred by operating our properties.

Same property revenue and same property operating income are measures of the operating performance of our properties but do not measure our performance as a whole. Such measures are therefore not substitutes for total revenue, net income or operating income as computed in accordance with GAAP.

The tables below provide reconciliations of total property revenue and property operating income under GAAP to same property revenue and operating income for the indicated periods. The same property results for the three months ended June 30, 2019 and 2018 include 49 Shopping Centers and six Mixed-Use properties and for six months ended June 30, 2019 and 2018 include 49 Shopping Centers and six Mixed-Use properties.

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Same property revenue



(in thousands)	Three months ended June 30,					Six months ended June 30,
	2019			2018		2019			2018
Total revenue	$	58,141		$	56,081	$	117,891		$	112,190
Less: Acquisitions, dispositions and development properties	(194		)	—		(1,083		)	—
Total same property revenue	$	57,947		$	56,081	$	116,808		$	112,190

Shopping Centers	$	42,259		$	40,755	$	85,417		$	81,679
Mixed-Use properties	15,688			15,326		31,391			30,511
Total same property revenue	$	57,947		$	56,081	$	116,808		$	112,190

Total Shopping Center revenue	$	42,259		$	40,755	$	85,417		$	81,679
Less: Shopping Center acquisitions, dispositions and development properties	—			—		—			—
Total same Shopping Center revenue	$	42,259		$	40,755	$	85,417		$	81,679

Total Mixed-Use property revenue	$	15,882		$	15,326	$	32,474		$	30,511
Less: Mixed-Use acquisitions, dispositions and development properties	(194		)	—		(1,083		)	—
Total same Mixed-Use revenue	$	15,688		$	15,326	$	31,391		$	30,511

The $1.9 million increase in same property revenue for the 2019 Quarter compared to the 2018 Quarter, was primarily due to (a) increased lease termination fees ($1.0 million) and (b) increased base rent ($0.8 million).

The $4.6 million increase in same property revenue for the 2019 Period, compared to the 2018 Period, was primarily due to (a) increased lease termination fees ($2.2 million), (b) increased expense recoveries ($1.1 million), and (c) increased base rent ($1.3 million).

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Same property operating income



	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2019		2018			2019			2018
Net income	$	16,750	$	15,902		$	33,827		$	30,847
Add: Interest expense, net and amortization of deferred debt costs	10,793		11,168			21,860			22,594
Add: Depreciation and amortization of deferred leasing costs	11,524		11,351			23,167			22,700
Add: General and administrative	5,140		4,647			9,954			9,068
Add: Change in fair value of derivatives	—		12			—			12
Less: Gain on sale of property	—		(509		)	—			(509		)
Property operating income	44,207		42,571			88,808			84,712
Add (Less): Acquisitions, dispositions and development properties	12		—			(617		)	—
Total same property operating income	$	44,219	$	42,571		$	88,191		$	84,712

Shopping Centers	$	33,707	$	32,274		$	67,177		$	64,322
Mixed-Use properties	10,512		10,297			21,014			20,390
Total same property operating income	$	44,219	$	42,571		$	88,191		$	84,712

Shopping Center operating income	$	33,707	$	32,274		$	67,177		$	64,322
Less: Shopping Center acquisitions, dispositions and development properties	—		—			—			—
Total same Shopping Center operating income	$	33,707	$	32,274		$	67,177		$	64,322

Mixed-Use property operating income	$	10,500	$	10,297		$	21,631		$	20,390
Add (Less): Mixed-Use acquisitions, dispositions and development properties	12		—			(617		)	—
Total same Mixed-Use property operating income	$	10,512	$	10,297		$	21,014		$	20,390

The $1.6 million increase in same property operating income in the 2019 Quarter compared to the 2018 Quarter was primarily due to (a) increased lease termination fees ($1.0 million) and (b) increased base rent ($0.8 million), partially offset by (c) initial direct costs related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.2 million).

The $3.5 million increase in same property operating income in the 2019 Period compared to the 2018 Period was primarily due to (a) increased lease termination fees ($2.2 million) and (b) increased base rent ($1.3 million), partially offset by (c) initial direct costs related to leasing activities that, in accordance with ASU 2016-02, are no longer capitalized ($0.3 million).

Liquidity and Capital Resources

Cash and cash equivalents totaled $9.3 million and $6.4 million at June 30, 2019 and 2018, respectively. The Company’s cash flow is affected by its operating, investing and financing activities, as described below.



	Six Months Ended June 30,
(In thousands)	2019			2018
Net cash provided by operating activities	$	63,832		$	53,691
Net cash used in investing activities	(68,599		)	(36,993		)
Net cash used in financing activities	(549		)	(21,181		)
Decrease in cash and cash equivalents	$	(5,316	)	$	(4,483	)

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Operating Activities

Net cash provided by operating activities represents cash received primarily from rental revenue, plus other revenue, less property operating expenses, leasing costs, normal recurring general and administrative expenses and interest payments on debt outstanding.

Investing Activities

Net cash used in investing activities includes property acquisitions, developments, redevelopments, tenant improvements and other property capital expenditures. The $31.6 million increase in cash used in investing activities is primarily due to development expenditures related to Glebe Road ($25.5 million) and increased additions to real estate investments throughout the portfolio ($4.9 million).

Financing Activities

Net cash provided by (or used in) financing activities represents (a) cash received from loan proceeds and issuance of common stock, preferred stock and limited partnership units minus (b) cash used to repay and curtail loans, redeem preferred stock and pay dividends and distributions to holders of common stock, preferred stock and limited partnership units. See note 5 to the consolidated financial statements for a discussion of financing activity.

Liquidity Requirements

Short-term liquidity requirements consist primarily of normal recurring operating expenses and capital expenditures, debt service requirements (including debt service relating to additional and replacement debt), distributions to common and preferred stockholders, distributions to unit holders and amounts required for expansion and renovation of the Current Portfolio Properties and selective acquisition and development of additional properties. In order to qualify as a REIT for federal income tax purposes, the Company must distribute to its stockholders at least 90% of its “real estate investment trust taxable income,” as defined in the Code. The Company expects to meet these short-term liquidity requirements (other than amounts required for additional property acquisitions and developments) through cash provided from operations, available cash and its existing line of credit.

Long-term liquidity requirements consist primarily of obligations under our long-term debt and dividends paid to our preferred shareholders. We anticipate that long-term liquidity requirements will also include amounts required for property acquisitions and developments. The Company is developing a primarily residential project with street-level retail at 750 N. Glebe Road in Arlington, Virginia. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million. The Company had incurred costs totaling $215.6 million as of June 30, 2019. The remaining cost will be funded by a $157.0 million construction-to-permanent loan, which closed in 2017. The Company may also redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers.

Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the coming year, developments, expansions or acquisitions (if any) are expected to be funded with available cash, bank borrowings from the Company’s credit line, construction and permanent financing, proceeds from the operation of the Company’s dividend reinvestment plan or other external debt or equity capital resources available to the Company. Any future borrowings may be at the Saul Centers, Operating Partnership or Subsidiary Partnership level, and securities offerings may include (subject to certain limitations) the issuance of additional limited partnership interests in the Operating Partnership which can be converted into shares of Saul Centers common stock. The availability and terms of any such financing will depend upon market and other conditions.

Management believes that the Company’s capital resources, which at June 30, 2019 included cash balances of approximately $9.3 million and borrowing availability of approximately $253.0 million on its unsecured revolving credit facility, will be sufficient to meet its liquidity needs for the foreseeable future.

Dividend Reinvestments

The Company has a DRIP that allows its common stockholders and holders of limited partnership interests an opportunity to buy additional shares of common stock by reinvesting all or a portion of their dividends or distributions. The DRIP provides for investing in newly issued shares of common stock at a 3% discount from market price without payment of any brokerage commissions, service charges or other expenses. All expenses of the DRIP are paid by the Company. The Company issued 217,882 and 151,217 shares under the DRIP at a weighted average discounted price of $51.33 and $49.87 per share, during the six months ended June 30, 2019 and 2018, respectively. The Company issued 33,783 and 80,459 limited partnership units

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under the DRIP at a weighted average price of $52.06 and $50.29 per unit during the six months ended June 30, 2019 and 2018, respectively. The Company also credited 2,269 and 3,735 shares to directors pursuant to the reinvestment of dividends specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $51.33 and $49.99 per share, during the six months ended June 30, 2019 and 2018, respectively.

Capital Strategy and Financing Activity

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 debt to total asset value was below 50% as of June 30, 2019.

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 strategy in light of current economic conditions, relative costs of capital, market values of the Company’s property portfolio, opportunities for acquisition, development or expansion, and such other factors as the Board of Directors then deems relevant. The Board of Directors may modify the Company’s debt/capitalization policy based on such a reevaluation without shareholder approval and consequently, may increase or decrease the Company’s debt to total asset ratio above or below 50% or may waive the policy for certain periods of time. The Company 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.

The facility requires the Company and its subsidiaries to maintain compliance with certain financial covenants. The material covenants require the Company, on a consolidated basis, to:


•	limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);


•	limit the amount of debt so that interest coverage will exceed 2.0x on a trailing four-quarter basis (interest expense coverage); and


•	limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.4x on a trailing four-quarter basis (fixed charge coverage).

As of June 30, 2019, the Company was in compliance with all such covenants.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Funds From Operations

Funds From Operations (FFO)¹ available to common stockholders and noncontrolling interests for the 2019 Period, totaled $51.1 million, an increase of 15.2% compared to the 2018 Period. FFO for the 2019 Period increased primarily due to (a) extinguishment in 2018 of issuance costs upon redemption of preferred shares ($2.3 million), (b) higher lease termination fees in the core portfolio ($2.2 million), (c) higher base rent in the core portfolio ($1.3 million), (d) the net operating income of recently acquired properties ($0.6 million), and (e) lower preferred stock dividends ($0.5 million).

The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:



	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands, except per share amounts)	2019			2018			2019			2018
Net income	$	16,750		$	15,902		$	33,827		$	30,847
Subtract:
Gain on sale of property	—			(509		)	—			(509		)
Add:
Real estate depreciation and amortization	11,524			11,351			23,167			22,700
FFO	28,274			26,744			56,994			53,038
Subtract:
Extinguishment of issuance costs upon redemption of preferred shares	—			—			—			(2,328		)
Preferred stock dividends	(2,953		)	(2,953		)	(5,906		)	(6,356		)
FFO available to common stockholders and noncontrolling interests	$	25,321		$	23,791		$	51,088		$	44,354
Weighted average shares:
Diluted weighted average common stock	22,994			22,288			22,929			22,253
Convertible limited partnership units	7,853			7,726			7,844			7,646
Average shares and units used to compute FFO per share	30,847			30,014			30,773			29,899
FFO per share available to common stockholders and noncontrolling interests	$	0.82		$	0.79		$	1.66		$	1.48

The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT as net income, computed in accordance with GAAP, plus real estate depreciation and amortization, and excluding impairment charges on real estate assets and gains or losses from real estate dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company’s Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs.

Acquisitions and Redevelopments

During the remainder of the year, the Company will continue its redevelopment activities at Glebe Road, may redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the balance of the 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.

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The Company has been selectively involved in acquisition, development, redevelopment and renovation activities. It continues to evaluate the acquisition of land parcels for retail and mixed-use development and acquisitions of operating properties for opportunities to enhance operating income and cash flow growth. The Company also continues to analyze redevelopment, renovation and expansion opportunities within the portfolio.

Portfolio Leasing Status

The following chart sets forth certain information regarding Commercial leases at our properties.



	Total Properties		Total Square Footage		Percent Leased
	Shopping Centers	Mixed-Use	Shopping Centers	Mixed-Use	Shopping Centers		Mixed-Use
June 30, 2019	49	7	7,759,621	1,146,438	95.6	%	88.6	%
June 30, 2018	49	6	7,749,707	1,076,837	94.4	%	91.4	%

As of June 30, 2019, 94.7% of the Commercial portfolio was leased, compared to 94.0% at June 30, 2018. On a same property basis, 95.2% of the Commercial portfolio was leased, compared to 94.0% at June 30, 2018. As of June 30, 2019, the Residential portfolio was 98.1% leased compared to 98.6% at June 30, 2018.

The following table shows selected data for leases executed in the indicated periods. The information is based on executed leases without adjustment for the timing of occupancy, tenant defaults, or landlord concessions. The base rent for an expiring lease is the annualized contractual base rent, on a cash basis, as of the expiration date of the lease. The base rent for a new or renewed lease is the annualized contractual base rent, on a cash basis, as of the expected rent commencement date. Because tenants that execute leases may not ultimately take possession of their space or pay all of their contractual rent, the changes presented in the table provide information only about trends in market rental rates. The actual changes in rental income received by the Company may be different.



			Average Base Rent per Square Foot
Three months ended June 30,	Square Feet	Number of Leases	New/Renewed Leases		Expiring Leases
2019	370,068	65	$	20.40	$	20.88
2018	651,806	90	20.41		20.02

Additional information about the 2019 leasing activity is set forth below. The below information includes leases for space which had not been previously leased during the period of the Company's ownership, either a result of acquisition or development.



	New Leases			Renewed Leases
Number of leases	19			51
Square feet	99,637			281,228
Per square foot average annualized:
Base rent	$	23.99		$	20.14
Tenant improvements	(3.53		)	(0.51		)
Leasing costs	(0.61		)	(0.04		)
Rent concessions	(0.16		)	(0.02		)
Effective rents	$	19.69		$	19.57

During the three months ended June 30, 2019, the Company entered into 126 new or renewed apartment leases. The average monthly rent per square foot increased to $3.60 from $3.50. During the three months ended June 30, 2018, the Company entered into 128 new or renewed apartment leases. The average monthly rent per square foot increased to $3.53 from $3.48.

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As of December 31, 2018, 994,236 square feet of Commercial space was subject to leases scheduled to expire in 2019. Of those leases, as of June 30, 2019, leases representing 337,224 square feet of Commercial space have not yet renewed and are scheduled to expire over the next nine months. Below is information about existing and estimated market base rents per square foot for that space.



Expiring Leases:	Total
Square feet	337,224
Average base rent per square foot	$	24.85
Estimated market base rent per square foot	$	24.44

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to certain financial market risks, the most predominant being fluctuations in interest rates. Interest rate fluctuations are monitored by management as an integral part of the Company’s overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company’s results of operations.

The Company may, where appropriate, employ derivative instruments, such as interest rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. On June 29, 2010, the Company entered into an interest rate swap agreement with a $45.6 million notional amount to manage the interest rate risk associated with $45.6 million of variable-rate debt. The swap agreement was effective July 1, 2010, terminates on July 1, 2020 and effectively fixes the interest rate on the debt at 5.83%. The fair value of the swap at June 30, 2019 was approximately $0.5 million and is reflected in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet.

The Company is exposed to interest rate fluctuations which will affect the amount of interest expense of its variable rate debt and the fair value of its fixed rate debt. As of June 30, 2019, the Company had variable rate indebtedness totaling $123.0 million. If the interest rates on the Company’s variable rate debt instruments outstanding at June 30, 2019 had been one percentage point higher, our annual interest expense relating to these debt instruments would have increased by $1.2 million based on those balances. As of June 30, 2019, the Company had fixed-rate indebtedness totaling $932.3 million with a weighted average interest rate of 5.12%. If interest rates on the Company’s fixed-rate debt instruments at June 30, 2019 had been one percentage point higher, the fair value of those debt instruments on that date would have been approximately $49.8 million less than the carrying value.

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2019. Based on the foregoing, the Company’s Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer and its Senior Vice President-Chief Accounting Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2019.

During the quarter ended June 30, 2019, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

None


Item 1A.	Risk Factors

The Company has no material updates to the risk factors presented in Item 1A. Risk Factors in the 2018 Annual Report of the Company on Form 10-K.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

B. Francis Saul II, the Company’s Chairman of the Board and Chief Executive Officer, his spouse and entities affiliated with Mr. Saul II, through participation in the Company’s Dividend Reinvestment and Stock Purchase Plan for the

April 30, 2019 dividend distribution acquired 60,443 shares of common stock at a price of $51.38 per share and

20,041 limited partnership units at a price of $51.99 per unit. The limited partnership units were sold under Section 4(a)(2) of the Securities Act of 1933.


Item 3.	Defaults Upon Senior Securities

None


Item 4.	Mine Safety Disclosures

Not Applicable


Item 5.	Other Information

None

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Item 6.	Exhibits



10.	(1)	First Amendment to Amended and Restated Shared Services Agreement effective as of January 1, 2019 (filed herewith).

31.		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer (filed herewith).

32.		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer (filed herewith).

99.	(a)	Schedule of Portfolio Properties (filed herewith).

101.		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2019, formatted in Extensible Business Reporting Language (“XBRL”): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of equity and comprehensive income, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements.

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SIGNATURES

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 thereunto duly authorized.



	SAUL CENTERS, INC. (Registrant)

Date: August 7, 2019	/s/ J. Page Lansdale
	J. Page Lansdale, President and Chief Operating Officer

Date: August 7, 2019	/s/ Scott V. Schneider
	Scott V. Schneider Senior Vice President, Chief Financial Officer (principal financial officer)

Date: August 7, 2019	/s/ Joel A. Friedman
	Joel A. Friedman Senior Vice President, Chief Accounting Officer (principal accounting officer)

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Saul Centers - 10-Q quarterly report FY2019 Q2

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