SAUL CENTERS, INC. - Quarter Report: 2020 March (Form 10-Q)

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 March 31, 2020

☐ 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
6.125% Series D Preferred Stock, $0.01 par value	New York Stock Exchange	BFS/PRD
6.000% Series E Preferred Stock, $0.01 par value	New York Stock Exchange	BFS/PRE

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.

-1-

Table of Contents



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 April 30, 2020: 23.2 million.

-2-

Table of Contents

SAUL CENTERS, INC.

Table of Contents



	Page
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

(a) Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	4
(b) Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019	5
(c) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019	6
(d) Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019	7
(e) Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	8
(f) Notes to Consolidated Financial Statements	9

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 March 31, 2020 compared to three months ended March 31, 2019	24
Same Property Revenue	25
Same Property Operating Income	25
(c) Liquidity and Capital Resources	27

Item 3. Quantitative and Qualitative Disclosures About Market Risk	32

Item 4. Controls and Procedures	32

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	35
Item 3. Defaults Upon Senior Securities	35
Item 4. Mine Safety Disclosures	35
Item 5. Other Information	35
Item 6. Exhibits	36
Signatures	37

-3-

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(Unaudited)



(Dollars in thousands, except per share amounts)	March 31, 2020			December 31, 2019
Assets
Real estate investments
Land	$	453,322		$	453,322
Buildings and equipment	1,300,605			1,292,631
Construction in progress	345,880			335,644
	2,099,807			2,081,597
Accumulated depreciation	(572,912		)	(563,474		)
	1,526,895			1,518,123
Cash and cash equivalents	31,935			13,905
Accounts receivable and accrued income, net	49,994			52,311
Deferred leasing costs, net	27,546			24,083
Prepaid expenses, net	3,611			5,363
Other assets	4,859			4,555
Total assets	$	1,644,840		$	1,618,340
Liabilities
Notes payable	$	798,343		$	821,503
Term loan facility payable	74,716			74,691
Revolving credit facility payable	123,507			86,371
Construction loan payable	122,510			108,623
Dividends and distributions payable	19,350			19,291
Accounts payable, accrued expenses and other liabilities	35,122			35,199
Deferred income	24,686			29,306
Total liabilities	1,198,234			1,174,984
Equity
Preferred stock, 1,000,000 shares authorized:
Series D Cumulative Redeemable, 30,000 shares issued and outstanding	75,000			75,000
Series E Cumulative Redeemable, 44,000 shares issued and outstanding	110,000			110,000
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,326,963 and 23,231,240 shares issued and outstanding, respectively	233			232
Additional paid-in capital	415,962			410,926
Distributions in excess of accumulated earnings	(223,075		)	(221,177		)
Total Saul Centers, Inc. equity	378,120			374,981
Noncontrolling interests	68,486			68,375
Total equity	446,606			443,356
Total liabilities and equity	$	1,644,840		$	1,618,340

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

-4-

Table of Contents

Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



(Dollars in thousands, except per share amounts)	Three Months Ended March 31,
	2020			2019
Revenue
Rental revenue	$	55,415		$	56,803
Other	1,528			2,947
Total revenue	56,943			59,750
Expenses
Property operating expenses	7,036			8,001
Real estate taxes	7,153			7,148
Interest expense, net and amortization of deferred debt costs	9,594			11,067
Depreciation and amortization of deferred leasing costs	11,281			11,643
General and administrative	5,050			4,814
Total expenses	40,114			42,673
Net Income	16,829			17,077
Noncontrolling interests
Income attributable to noncontrolling interests	(3,565		)	(3,630		)
Net income attributable to Saul Centers, Inc.	13,264			13,447
Preferred stock dividends	(2,798		)	(2,953		)
Net income available to common stockholders	$	10,466		$	10,494
Per share net income available to common stockholders
Basic and diluted	$	0.45		$	0.46

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

-5-

Table of Contents

Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)



	Three Months Ended March 31,
(Dollars in thousands)	2020			2019
Net income	$	16,829		$	17,077
Other comprehensive income
Change in unrealized loss on cash flow hedge	—			(46		)
Total comprehensive income	16,829			17,031
Comprehensive income attributable to noncontrolling interests	(3,565		)	(3,618		)
Total comprehensive income attributable to Saul Centers, Inc.	13,264			13,413
Preferred stock dividends	(2,798		)	(2,953		)
Total comprehensive income available to common stockholders	$	10,466		$	10,460

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

-6-

Table of Contents

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 Interests			Total
Balance at January 1, 2020	$	185,000	$	232	$	410,926	$	(221,177	)	$	—	$	374,981		$	68,375		$	443,356
Issuance of shares of common stock:
83,978 shares pursuant to dividend reinvestment plan	—		1		4,080		—			—		4,081			—			4,081
11,745 shares due to exercise of stock options and issuance of directors’ deferred stock	—		—		956		—			—		956			—			956
Issuance of 15,101 partnership units pursuant to dividend reinvestment plan	—		—		—		—			—		—			734			734
Net income	—		—		—		13,264			—		13,264			3,565			16,829
Distributions payable preferred stock:
Series D, $38.28 per share	—		—		—		(1,148		)	—		(1,148		)	—			(1,148		)
Series E, $37.50 per share	—		—		—		(1,650		)	—		(1,650		)	—			(1,650		)
Distributions payable common stock ($0.53/share) and distributions payable partnership units ($0.53/unit)	—		—		—		(12,364		)	—		(12,364		)	(4,188		)	(16,552		)
Balance, March 31, 2020	$	185,000	$	233	$	415,962	$	(223,075	)	$	—	$	378,120		$	68,486		$	446,606



Balance at January 1, 2019	$	180,000	$	227	$	384,533	$	(208,593	)	$	(255	)	$	355,912		$	69,308		$	425,220
Issuance of 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

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

-7-

Table of Contents

Saul Centers, Inc.



CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended March 31,
(Dollars in thousands)	2020			2019
Cash flows from operating activities:
Net income	$	16,829		$	17,077
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of deferred leasing costs	11,281			11,643
Amortization of deferred debt costs	373			384
Compensation costs of stock grants and options	427			419
Credit losses on operating lease receivables	130			238
Decrease in accounts receivable and accrued income	2,187			2,035
Additions to deferred leasing costs	(4,764		)	(554		)
Decrease in prepaid expenses	1,752			1,111
Increase in other assets	(304		)	(2,500		)
Increase in accounts payable, accrued expenses and other liabilities	2,759			5,158
Decrease in deferred income	(4,620		)	(3,370		)
Net cash provided by operating activities	26,050			31,641
Cash flows from investing activities:
Acquisitions of real estate investments	—			(24		)
Additions to real estate investments	(8,516		)	(2,874		)
Additions to development and redevelopment projects	(13,072		)	(20,525		)
Net cash used in investing activities	(21,588		)	(23,423		)
Cash flows from financing activities:
Proceeds from notes payable	—			22,100
Repayments on notes payable	(23,352		)	(29,030		)
Proceeds from revolving credit facility	40,000			19,000
Repayments on revolving credit facility	(3,000		)	(26,000		)
Proceeds from construction loan	13,862			15,217
Additions to deferred debt costs	(33		)	(397		)
Proceeds from the issuance of:
Common stock	4,610			6,171
Partnership units	734			705
Distributions to:
Series C preferred stockholders	—			(1,805		)
Series D preferred stockholders	(1,148		)	(1,148		)
Series E preferred stockholders	(1,650		)	—
Common stockholders	(12,275		)	(12,005		)
Noncontrolling interests	(4,180		)	(4,148		)
Net cash provided by (used in) financing activities	13,568			(11,340		)
Net increase (decrease) in cash and cash equivalents	18,030			(3,122		)
Cash and cash equivalents, beginning of period	13,905			14,578
Cash and cash equivalents, end of period	$	31,935		$	11,456
Supplemental disclosure of cash flow information:
Cash paid for interest	$	9,319		$	10,647
Increase (decrease) in accrued real estate investments and development costs	$	(2,836	)	$	10,048

-8-

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, Chief Executive Officer and President of Saul Centers.

The Company, which conducts all of its activities through its subsidiaries, Saul Holdings Limited Partnership, a Maryland limited partnership (the “Operating Partnership”) and two subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “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.

As of March 31, 2020, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), six mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and four (non-operating) development properties.

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 March 31, 2020, 33 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Giant Food, a tenant at 11 Shopping Centers, individually accounted for 4.9% of the Company's total revenue for the three months ended March 31, 2020. No other tenant individually accounted for 2.5% or more of the Company’s total revenue, excluding lease termination fees, for the three months ended March 31, 2020.

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 March 31, 2020 and December 31, 2019, 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 74.6% of its net income. Because the Operating Partnership is consolidated into the financial statements of the Company, classification of it as a VIE has 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, 2019, 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, 2019 have not changed significantly in amount or composition.

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

-9-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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 $42.4 million and $42.1 million, at March 31, 2020 and December 31, 2019, respectively, net of allowance for doubtful accounts totaling $36,900 and $30,000, 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 $1.4 million and $1.5 million, respectively, at March 31, 2020.

Due to the business disruptions and challenges severely affecting the global economy caused by the novel strain of coronavirus (“COVID-19”) pandemic, many lessees have requested rent relief, including rent deferrals and other lease concessions. The lease modification guidance in ASU 2016-02 does not contemplate the rapid execution of concessions for multiple tenants in response to sudden liquidity constraints of lessees. In April 2020, the FASB staff issued a question and answer document that allows the Company to elect to either apply the lease modification accounting framework or not, with such election applied consistently to leases with similar characteristics and similar circumstances. The Company has elected to apply such relief, which, in the case of rent deferrals, results in the accrual of rent due from tenants and defers the payment of that rent to a future date and will monitor the collectability of rent receivables.

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. The adoption of ASU 2016-13 effective January 1, 2020 did not have a material impact on our consolidated financial statements and related disclosures because the vast majority of the Company's receivables relate to operating leases which are accounted for under ASC 842, "Leases".

-10-

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 three months ended March 31, 2020.


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 March 31, 2020 and December 31, 2019, is composed of the following:



(in thousands)	March 31, 2020		December 31, 2019
The Waycroft	$	267,563	$	255,443
7316 Wisconsin Avenue	46,946		44,638
Ashbrook Marketplace	19,796		19,128
Other	11,575		16,435
Total	$	345,880	$	335,644

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 $27.5 million and $24.1 million, net of accumulated amortization of $42.5 million and $41.6 million, as of March 31, 2020 and December 31, 2019, respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the Consolidated Statements of Operations, totaled $1.3 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively.

Real Estate Investment 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 $10.0 million and $10.0 million for the three months ended March 31, 2020 and 2019, respectively. Repairs and maintenance expense totaled $2.8 million and $3.7 million for the three months ended March 31, 2020 and 2019, respectively, and is included in property operating expenses in the Consolidated Statements of Operations.


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

As of March 31, 2020, 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”) holds a 25.4% 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 March 31, 2020, approximately 700,000 units were convertible into shares of Saul Centers common stock.

-11-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

The impact of the Saul Organization’s approximately 25.4% 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 March 31, 2020 and 2019, were approximately 31.2 million and 30.7 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 March 31, 2020, of which approximately $928.9 million was fixed-rate debt and approximately $199.5 million was variable rate debt outstanding under the credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.1 billion as of March 31, 2020.

At March 31, 2020, 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 March 31, 2020, 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 March 31, 2020, based on the value of the Company’s unencumbered properties, approximately $200.3 million was available under the revolving credit facility, $124.5 million was outstanding and approximately $185,000 was committed for letters of credit.

On February 10, 2020, the Company repaid in full the remaining principal balance of $9.2 million of the mortgage loan secured by Boca Valley Plaza, which was scheduled to mature on May 10, 2020.

On March 3, 2020, the Company repaid in full the remaining principal balance of $7.1 million of the mortgage loan secured by Palm Springs Center, which was scheduled to mature on June 1, 2020.

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 mortgage (approximately $6.7 million of the $67.7 million outstanding balance at March 31, 2020, which guarantee will be reduced to (i) $3.3 million on October 1, 2020 and (ii) zero on October 1, 2021), (b) a portion of the Broadlands mortgage (approximately $3.9 million of the $31.0 million outstanding balance at March 31, 2020), and (c) a portion of the Avenel Business Park mortgage (approximately $6.3 million of the $26.0 million outstanding balance at March 31, 2020). All other notes payable are non-recourse. The guarantee on the Kentlands Square II mortgage loan was released on February 5, 2020.

At December 31, 2019, the principal amount of the Company’s outstanding debt totaled approximately $1.1 billion, of which $938.4 million was fixed rate debt and $162.5 million was variable rate debt, including $87.5 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, 2019.

-12-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

At March 31, 2020, 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
April 1 through December 31, 2020	$	—		$	21,134	$	21,134
2021	11,012			29,025		40,037
2022	161,002		(a)	29,645		190,647
2023	84,225			30,065		114,290
2024	66,653			28,703		95,356
2025	20,363			26,291		46,654
Thereafter	520,796			99,518		620,314
Principal amount	$	864,051		$	264,381	1,128,432
Unamortized deferred debt costs						9,356
Net						$	1,119,076

(a) Includes $124.5 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 term loan 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 $9.4 million and $9.7 million, net of accumulated amortization of $7.5 million and $7.5 million, at March 31, 2020 and December 31, 2019, respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets.

Interest expense, net and amortization of deferred debt costs for the three months ended March 31, 2020 and 2019, were as follows:



	Three Months Ended March 31,
(In thousands)	2020			2019
Interest incurred	$	13,019		$	12,881
Amortization of deferred debt costs	373			384
Capitalized interest	(3,768		)	(2,146		)
Interest expense	9,624			11,119
Less: Interest income	30			52
Interest expense, net and amortization of deferred debt costs	$	9,594		$	11,067


6.	Equity

The consolidated statements of operations for the three months ended March 31, 2020 and 2019, reflect noncontrolling interests of $3.6 million and $3.6 million, respectively, representing income attributable to the Saul Organization for each period.

At March 31, 2020, 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.

-13-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

At March 31, 2020, the Company had outstanding 4.4 million depositary shares, each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock (the “Series E Stock”). The depositary shares may be redeemed at the Company’s option, in whole or in part, on or after September 17, 2024, 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 $1.50 per share, equivalent to 6.000% of the $25.00 liquidation preference. The Series E 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.

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 March 31,
(In thousands)	2020	2019
Weighted average common stock outstanding-Basic	23,295	22,820
Effect of dilutive options	4	43
Weighted average common stock outstanding-Diluted	23,299	22,863
Non-dilutive options	1,224	438
Years non-dilutive options were issued	2014 through 2019	2016 and 2017


7.	Related Party Transactions

The Chairman, Chief Executive Officer and President, the Executive Vice President-Real Estate, 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 $120,700 and $96,500 for the three months ended March 31, 2020 and 2019, 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 three months ended March 31, 2020 and 2019, the Company credited to employee accounts $49,500 and $56,500, 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 $3.2 million and $3.1 million, at March 31, 2020 and December 31, 2019, 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

-14-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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 three months ended March 31, 2020 and 2019, which included rental expense for the Company’s headquarters lease, totaled approximately $2.2 million and $2.2 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 March 31, 2020 and December 31, 2019, accounts payable, accrued expenses and other liabilities included approximately $801,700 and $918,700, 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 B. F. Saul Real Estate Investment Trust (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 constructed a shopping center, Ashbrook Marketplace, and in the second quarter of 2021 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 $202,300 and $193,900 for the three months ended March 31, 2020 and 2019, respectively, and is included in general and administrative expense.

On November 5, 2019, the Company entered into an agreement (the "Contribution Agreement") to acquire from the Trust, approximately 6.8 acres of land and its leasehold interest in approximately 1.3 acres of contiguous land, together in each case with the improvements located thereon, located at the Twinbrook Metro Station in Rockville, Maryland (the “Contributed Property”). In exchange for the Contributed Property, the Company will issue to the Saul Trust 1,416,071 limited partnership units in the Operating Partnership (“OP Units”) at an agreed upon value of $56.00 per OP Unit, representing an aggregate value of $79.3 million for the Contributed Property. Deed to the Contributed Property and the OP Units have been placed in escrow until certain conditions of the Contribution Agreement are satisfied.

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 $105,200 and $73,400 for the three months ended March 31, 2020 and 2019, 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.

-15-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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 have their 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 three months ended March 31, 2020, 2,191 shares were credited to director's deferred fee accounts and 6,837 shares were issued. As of March 31, 2020, the director's deferred fee accounts comprise 109,762 shares.

During the three months ended March 31, 2020, stock option expense totaling $0.4 million was included in general and administrative expense in the Consolidated Statements of Operations. As of March 31, 2020, the estimated future expense related to unvested stock options was $2.3 million. The table below summarizes the option activity for the three months ended March 31, 2020:



	Number of Shares		Weighted Average Exercise Price per share		Aggregate Intrinsic Value
Outstanding at January 1	1,309,614		$	53.38	$	2,528,463
Granted	—		—		—
Exercised	(10,749	)	49.19		85,268
Expired/Forfeited	—		—		—
Outstanding at March 31	1,298,865		53.42		—
Exercisable at March 31	752,865		52.47		—

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 March 31, 2020, the final trading day of the first quarter, the closing share price of $32.74 was lower than the exercise price of the 1,298,865 outstanding options granted in 2010 through 2019. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 6.7 years and 5.7 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 3.80% and 3.55%, would be approximately $924.4 million and $957.4 million, respectively, compared to the principal balance of $928.9 million and $938.4 million at March 31, 2020 and December 31, 2019, respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt.


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.

-16-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


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 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 2020 presentation.



(In thousands)	Shopping Centers			Mixed-Use Properties			Corporate and Other			Consolidated Totals
Three months ended March 31, 2020
Real estate rental operations:
Revenue	$	41,571		$	15,372		$	—		$	56,943
Expenses	(8,922		)	(5,267		)	—			(14,189		)
Income from real estate	32,649			10,105			—			42,754
Interest expense, net and amortization of deferred debt costs	—			—			(9,594		)	(9,594		)
Depreciation and amortization of deferred leasing costs	(7,386		)	(3,895		)	—			(11,281		)
General and administrative	—			—			(5,050		)	(5,050		)
Net income (loss)	$	25,263		$	6,210		$	(14,644	)	$	16,829
Capital investment	$	4,202		$	17,386		$	—		$	21,588
Total assets	$	973,107		$	640,122		$	31,611		$	1,644,840

Three months ended March 31, 2019
Real estate rental operations:
Revenue	$	43,159		$	16,591		$	—		$	59,750
Expenses	(9,688		)	(5,461		)	—			(15,149		)
Income from real estate	33,471			11,130			—			44,601
Interest expense, net and amortization of deferred debt costs	—			—			(11,067		)	(11,067		)
Depreciation and amortization of deferred leasing costs	(7,282		)	(4,361		)	—			(11,643		)
General and administrative	—			—			(4,814		)	(4,814		)
Net income (loss)	$	26,189		$	6,769		$	(15,881	)	$	17,077
Capital investment	$	4,613		$	18,810		$	—		$	23,423
Total assets	$	968,674		$	566,163		$	10,991		$	1,545,828

-17-

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

12. Subsequent Events

A novel strain of coronavirus ("COVID-19") was reported to have surfaced in Wuhan, China in December 2019, and has since spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. As a result, the COVID-19 pandemic is negatively affecting almost every industry directly or indirectly.

The actions taken by federal, state and local governments to mitigate the spread of COVID-19 by ordering closure of nonessential businesses and ordering residents to generally stay at home have resulted in many of our tenants announcing mandated or temporary closures of their operations and/or requesting adjustments to their lease terms. Experts predict that the COVID-19 pandemic will trigger a period of global economic slowdown or a global recession. COVID-19 could have a material and adverse effect on or cause disruption to our business or financial condition, results from operations, cash flows and the market value and trading price of our securities.

On April 1, 2020, the Company borrowed $50.0 million under its revolving credit facility to provide additional liquidity and flexibility as the effects of the COVID-19 pandemic continue to evolve.

-18-

Table of Contents


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, 2019. 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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of performance. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “plans,” “intends,” “estimates,” “anticipates,” “expects,” “believes” or similar expressions in this Form 10-Q. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:


•	challenging domestic and global credit markets and their effect on discretionary spending;


•	the ability of our tenants to pay rent;


•	our reliance on shopping center “anchor” tenants and other significant tenants;


•	our substantial relationships with members of The Saul Organization;


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


•	our development activities;


•	our access to additional capital;


•	our ability to successfully complete additional acquisitions, developments or redevelopments, or if they are completed, whether such acquisitions, developments or redevelopments 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 our status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to our status as a REIT, the effect of future changes to REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and

•

an epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, which may (as with COVID-19) precipitate or exacerbate one or more of the above-mentioned and/or other risks, and significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

Additional information related to these risks and uncertainties are included in “Risk Factors” (Part I, Item 1A of this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2019), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Form 10-Q and Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2019), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part I, Item 2 of this Form 10-Q).

-19-

Table of Contents

Impact of COVID-19

A novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China in December 2019, and has since spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. As a result, the COVID-19 pandemic is negatively affecting almost every industry directly or indirectly.

While the Company’s grocery stores, pharmacies, banks and home improvement stores generally remain open, restaurants, if open, are operating with delivery and curb side pick-up only, and most health, beauty supply and services, fitness centers, and other non-essential businesses remain closed. As of May 5, 2020, approximately 32% of the Company’s contractual base rent and operating expense and real estate tax recoveries for April 2020 remains unpaid, excluding rent subject to executed deferral agreements totaling approximately $355,600 (2%). The Company is generally not charging late fees or delinquent interest on these past due payments and, in many cases, additional rent deferral agreements are being negotiated to allow tenants temporary relief where needed. The deferral agreements being negotiated, generally, permit tenants to defer 30 to 90 days of rent, operating expense and real estate tax recovery payments until a later time in their lease term with repayment typically occurring over a 12-month period generally commencing in 2021. We expect that our rent collections will continue to be below our tenants’ contractual rent obligations for so long as governmental orders require non-essential businesses to remain closed and residents to stay at home. We will continue to accrue rental revenue during the deferral period. However, we anticipate that some tenants eventually will not be able to pay amounts due and we will incur losses against our rent receivables. The extent and timing of the recognition of such losses will depend on future developments, which are highly uncertain and cannot be predicted. April collections and rent relief requests to-date may not be indicative of collections or requests in any future period.

The Company has strongly encouraged small business tenants to apply for Paycheck Protection Program loans, as available, under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act. The Company has information that many tenants are applying for these loans and, recently, the first tenants have communicated that loan proceeds are being received and a few tenants have subsequently remitted rental payments.

On April 1, 2020, the Company borrowed $50.0 million under its revolving credit facility to provide additional liquidity and flexibility as the effects of the COVID-19 pandemic continue to evolve. As of April 30, 2020, the Company had $61.9 million of cash and cash equivalents and borrowing availability of approximately $150.3 million under its unsecured revolving credit facility.

The extent of the effects of COVID-19 on the Company’s business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predicted with any certainty. See Item 1A. Risk Factors. However, we believe the actions we have taken and are continuing to take will help minimize interruptions to operations and will put the Company in the best position to participate in the recovery when the time comes. Management and the Board of Directors will continue to actively monitor the effects of the pandemic, including governmental directives in the jurisdictions in which we operate and the recommendations of public health authorities, and will, as needed, take further measures to adapt the Company’s business in the best interests of our stockholders and personnel. The extent to which COVID-19 impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the actions taken to contain the outbreak or mitigate its impact, and the direct and indirect economic effects of the outbreak and containment measures, among others.

The Company was able to transition all but a limited number of essential employees to remote work and does not anticipate any adverse impact on its ability to continue to operate its business. Transitioning to a largely remote workforce has not had any material adverse impact on the Company’s financial reporting systems, internal controls over financial reporting or disclosure controls and procedures. Currently, we have a limited number of employees coming into offices as needed.

-20-

Table of Contents

General

The following discussion is based primarily on the consolidated financial statements of the Company as of and for the three months ended March 31, 2020.

Overview

The Company’s primary strategy is to continue to focus on diversification of its assets through development of transit-centric, residential mixed-use projects in the Washington, D.C. metropolitan area. The Company’s operating strategy also includes improvement of the operating performance and internal growth of its Shopping Centers and will supplement its development of residential mixed-used projects with selective redevelopment and renovations of its core Shopping Centers. Construction of The Waycroft, a project with 491 apartment units and 60,000 square feet of retail space, on North Glebe Road, within two blocks of the Ballston Metro Station, in Arlington, Virginia is substantially complete. The Company also has a development pipeline of zoned sites, either in its portfolio (some of which are currently shopping center operating properties) or under contract, for development of up to 3,700 apartment units and 975,000 square feet of retail and office space. All such sites are located adjacent to red line Metro stations in Montgomery County, Maryland.

The Company intends to selectively add free-standing pad site buildings within its Shopping Center portfolio, and replace underperforming tenants with tenants that generate strong traffic, generally anchor stores such as supermarkets, drug stores and fitness centers, as evidenced by the March 2020 addition of a 69,000 square foot Giant Food at Seven Corners and the coming additions of a 36,000 square foot LA Fitness at Broadlands Village and a 54,000 square foot 99 Ranch grocery store at Shops at Fairfax. The Company currently has signed leases or leases under negotiation for 12 pad sites within its core portfolio. The pad sites are expected to be completed and operational by late 2021.

In recent years, there has been a limited amount of quality properties for sale and pricing of those properties has escalated. Accordingly, management believes acquisition opportunities for investment in existing and new shopping center and mixed-use properties in the near future is uncertain. Nevertheless, because of the Company’s conservative capital structure, including its cash and capacity under its revolving credit facility, management believes that the Company is positioned to take advantage of additional investment opportunities as attractive properties are identified and market conditions improve. (See “Item 1. Business - Capital Policies”.) It is management’s view that several of the sub-markets in which the Company operates have, or are expected to have in the future, attractive supply/demand characteristics. The Company will continue to evaluate acquisition, development and redevelopment as integral parts of its overall business plan.

Prior to the COVID-19 pandemic, economic conditions within the local Washington, DC metropolitan area had remained relatively stable. Issues facing the Federal government relating to taxation, spending and interest rate policy will likely continue to impact the office, retail and residential real estate markets over the coming years. Because the majority of the Company’s property operating income is produced by our Shopping Centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion 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 commercial leasing percentage, on a comparable property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, decreased to 95.3% at March 31, 2020, from 95.7% at March 31, 2019. We expect the volume of lease renewals in 2020, and the rental rates at which leases renew, will be negatively impacted by COVID-19 when comparing executed retail leases to prior year leasing activity.

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 March 31, 2020, amortizing fixed-rate mortgage debt with staggered maturities from 2021 to 2035 represented approximately 82.3% of the Company’s notes payable, thus minimizing refinancing risk. The Company’s variable-rate debt consists of $199.5 million outstanding under the credit facility. As of March 31, 2020, the Company has loan availability of approximately $200.3 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 transit-centric, primarily residential mixed-use properties in the Washington, D.C./Baltimore metropolitan area, the Company may, in the future, also acquire other types of real estate in other areas of the country as opportunities present themselves. The Company plans to continue to diversify in terms of property types, locations, size and market, and it does not set any limit on the amount or percentage of assets that may be invested in any one property or any one geographic area.

-21-

Table of Contents

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.



	Three months ended March 31,
	2020		2019		2018		2017		2016
Base rent	$	19.83	$	20.08	$	20.26	$	18.91	$	18.71
Effective rent	$	18.14	$	18.14	$	18.33	$	17.12	$	16.86

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 has substantially completed construction of The Waycroft, a project with 491 apartment units and 60,000 square feet of retail space on 2.8 acres of land, and apartment occupancy commenced in April 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million, plus approximately $19.0 million of capitalized interest. A portion of the cost is being financed with a $157.0 million construction-to-permanent loan. Including approximately $18.7 million of capitalized interest and costs of $8.3 million which are accrued and unpaid, costs incurred through March 31, 2020 total approximately $267.6 million, of which $124.1 million has been financed by the loan. Leases have been executed for a 41,500 square foot Target and 12,600 square feet of retail shop space, resulting in approximately 90% of the planned retail space being leased. Target is scheduled to begin operating in August 2020. Applications have been received for 83 residential leases, totaling approximately 17% of the available units, with 18 units occupied as of May 5, 2020.

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. LA Fitness has finalized construction and, upon removal of COVID-19 related fitness facility occupancy restrictions, is ready to open for business.

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 for the final two tenants are 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 was $5.7 million. Leases have been executed for all of the space. In addition, a lease has been executed with Taco Bell, which commenced construction in January 2020 of a free-standing building on a pad site within the property.

In May 2018, the Company acquired from the Saul 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 has substantially completed construction of Ashbrook Marketplace, an approximately 86,000 square foot neighborhood shopping center. A 29,000 square foot Lidl grocery store opened in November 2019, and the shopping center is 100% leased as of February 2020. The first small shop opened for business in April 2020, and the remaining tenants are scheduled to open throughout 2020, subject to the removal of COVID-19 occupancy restrictions. All four pad sites have been leased and are in various stages of construction or obtaining permit approvals. In the second quarter of 2021, the Company may be obligated to issue additional limited partnership units to the Saul 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 development plans for the combined property for the development of up to 366 apartment units and 10,300 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 and a site plan amendment has been submitted incorporating final design parameters. Additional approvals from the Washington Metropolitan Area Transit Authority and the Maryland Transit Administration are in process and are expected to be received by the fourth quarter of 2020. Effective September 1, 2019, the asset was removed from service and transferred to construction in progress. The Company is currently performing interior demolition in preparation for future development.

-22-

Table of Contents

On November 5, 2019, the Company entered into an agreement (the "Contribution Agreement") to acquire from the Saul Trust, approximately 6.8 acres of land and its leasehold interest in approximately 1.3 acres of contiguous land, together in each case with the improvements located thereon, located at the Twinbrook Metro Station in Rockville, Maryland (the “Contributed Property”). In exchange for the Contributed Property, the Company will issue to the Saul Trust 1,416,071 limited partnership units in the Operating Partnership (“OP Units”) at an agreed upon value of $56.00 per OP Unit, representing an aggregate value of $79.3 million for the Contributed Property. Deed to the Contributed Property and the OP Units have been placed in escrow until certain conditions of the Contribution Agreement are satisfied.

The Company, as contract purchaser, has filed with the City of Rockville a site plan for Phase I of the Twinbrook Quarter development and is conducting community hearings and awaiting design review committee comments on its plan. The plan includes an 80,000 square foot Wegmans grocery store, 29,000 square feet of retail shop space, 460 residential units and 237,000 square feet of office space. The phasing of these improvements and the timing of construction will depend on removal of contingencies, final site plan approval, building permit approval and market conditions. The total development potential of this 8.1 acre site, when combined with the Company’s adjacent 10.3 acre site, totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space.

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.

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.

-23-

Table of Contents

Results of Operations

Three months ended March 31, 2020 (the "2020 Quarter") compared to the three months ended March 31, 2019 (the "2019 Quarter")

Revenue



	Three months ended March 31,						2019 to 2020 Change
(Dollars in thousands)	2020			2019			Amount			Percent
Base rent	$	46,348		$	46,610		$	(262	)	(0.6	)%
Expense recoveries	8,616			9,811			(1,195		)	(12.2	)%
Percentage rent	290			284			6			2.1	%
Other property revenue	291			336			(45		)	(13.4	)%
Credit losses on operating lease receivables	(130		)	(238		)	108			(45.4	)%
Rental revenue	55,415			56,803			(1,388		)	(2.4	)%
Other revenue	1,528			2,947			(1,419		)	(48.2	)%
Total revenue	$	56,943		$	59,750		$	(2,807	)	(4.7	)%

Base rent includes $356,400 and $(215,900) for the 2020 Quarter and 2019 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $352,900 and $360,100, for the 2020 Quarter and 2019 Quarter, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.

Total revenue decreased 4.7% in the 2020 Quarter compared to the 2019 Quarter, as described below.

Base Rent. The $0.3 million decrease in base rent in the 2020 Quarter compared to the 2019 Quarter is primarily attributable to (a) a $0.25 per square foot decrease in commercial base rent ($0.5 million), partially offset by (b) a 45,994 square foot increase in leased commercial space ($0.2 million).

Expense Recoveries. Expense recoveries decreased 12.2% in the 2020 Quarter compared to the 2019 Quarter primarily due to a decrease in recoverable property operating expenses, largely snow removal.

Other Revenue. Other revenue decreased $1.4 million primarily due to lower lease termination fees.

Expenses



	Three months ended March 31,				2019 to 2020 Change
(Dollars in thousands)	2020		2019		Amount			Percent
Property operating expenses	$	7,036	$	8,001	$	(965	)	(12.1	)%
Real estate taxes	7,153		7,148		5			0.1	%
Interest expense, net and amortization of deferred debt costs	9,594		11,067		(1,473		)	(13.3	)%
Depreciation and amortization of deferred leasing costs	11,281		11,643		(362		)	(3.1	)%
General and administrative	5,050		4,814		236			4.9	%
Total expenses	$	40,114	$	42,673	$	(2,559	)	(6.0	)%

Total expenses decreased 6.0% in the 2020 Quarter compared to the 2019 Quarter, as described below.

Property Operating Expenses. Property operating expenses decreased 12.1% in the 2020 Quarter primarily due to lower snow removal costs ($1.0 million).

-24-

Table of Contents

Interest Expense, net and Amortization of Deferred Debt Costs. Interest expense decreased 13.3% in the 2020 Quarter primarily due to (a) higher capitalized interest ($1.6 million) partially offset by (b) higher interest incurred due to higher outstanding debt balances ($0.1 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 March 31, 2020 and 2019 include 49 Shopping Centers and six Mixed-Use properties.

-25-

Table of Contents

Same property revenue



(in thousands)	Three months ended March 31,
	2020			2019
Total revenue	$	56,943		$	59,750
Less: Acquisitions, dispositions and development properties	(130		)	(889		)
Total same property revenue	$	56,813		$	58,861

Shopping Centers	$	41,441		$	43,159
Mixed-Use properties	15,372			15,702
Total same property revenue	$	56,813		$	58,861

Total Shopping Center revenue	$	41,571		$	43,159
Less: Shopping Center acquisitions, dispositions and development properties	(130		)	—
Total same Shopping Center revenue	$	41,441		$	43,159

Total Mixed-Use property revenue	$	15,372		$	16,591
Less: Mixed-Use acquisitions, dispositions and development properties	—			(889		)
Total same Mixed-Use revenue	$	15,372		$	15,702

The $2.0 million decrease in same property revenue for the 2020 Quarter compared to the 2019 Quarter, was primarily due to (a) decreased lease termination fees ($0.7 million) and (b) decreased expense recoveries ($1.2 million), primarily due to less snow removal costs ($1.0 million).

-26-

Table of Contents

Same property operating income



	Three Months Ended March 31,
(In thousands)	2020			2019
Net income	$	16,829		$	17,077
Add: Interest expense, net and amortization of deferred debt costs	9,594			11,067
Add: Depreciation and amortization of deferred leasing costs	11,281			11,643
Add: General and administrative	5,050			4,814
Property operating income	42,754			44,601
Less: Acquisitions, dispositions and development properties	(104		)	(628		)
Total same property operating income	$	42,650		$	43,973

Shopping Centers	$	32,545		$	33,471
Mixed-Use properties	10,105			10,502
Total same property operating income	$	42,650		$	43,973

Shopping Center operating income	$	32,649		$	33,471
Less: Shopping Center acquisitions, dispositions and development properties	(104		)	—
Total same Shopping Center operating income	$	32,545		$	33,471

Mixed-Use property operating income	$	10,105		$	11,130
Less: Mixed-Use acquisitions, dispositions and development properties	—			(628		)
Total same Mixed-Use property operating income	$	10,105		$	10,502

The $1.3 million decrease in same property operating income in the 2020 Quarter compared to the 2019 Quarter was primarily due to (a) lower termination fees ($0.7 million) and (b) lower expense recoveries net of property expenses ($0.5 million).

Liquidity and Capital Resources

Cash and cash equivalents totaled $31.9 million and $11.5 million at March 31, 2020 and 2019, respectively. The Company’s cash flow is affected by its operating, investing and financing activities, as described below.



	Three Months Ended March 31,
(In thousands)	2020			2019
Net cash provided by operating activities	$	26,050		$	31,641
Net cash used in investing activities	(21,588		)	(23,423		)
Net cash provided by (used in) financing activities	13,568			(11,340		)
Increase (decrease) in cash and cash equivalents	$	18,030		$	(3,122	)

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. We currently expect a short term decrease in cash from operations as our tenants are impacted by the pandemic and, while contractually obligated, some have not paid April 2020 rent (see "Impact of COVID-19").

Investing Activities

Net cash used in investing activities includes property acquisitions, developments, redevelopments, tenant improvements and other property capital expenditures. The $1.8 million decrease in cash used in investing activities is primarily due to

-27-

Table of Contents

(a) development expenditures ($7.4 million) partially offset by (b) increased additions to real estate investments throughout the portfolio ($5.6 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

In March and April 2020, the Company drew an aggregate $71.0 million under its revolving credit facility to provide additional liquidity and flexibility as the effects of the COVID-19 pandemic continue to evolve.

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 has substantially completed construction of 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 $267.6 million as of March 31, 2020. 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 March 31, 2020 included cash balances of approximately $31.9 million and borrowing availability of approximately $200.3 million on its unsecured revolving credit facility, will be sufficient to meet its liquidity needs for the foreseeable future. On April 1, 2020, the Company borrowed $50.0 million under its revolving credit facility. With cash balances of over $61.9 million and borrowing capacity of approximately $150.3 million on April 30, 2020, the Company believes that it has sufficient liquidity and flexibility to meet the needs of the Company's operations as the effects of the COVID-19 pandemic continue to evolve.

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 82,783 and 119,215 shares under the DRIP at a weighted average discounted price of $48.59 and $51.28 per share, during the three months ended March 31, 2020 and 2019, respectively. The Company issued 15,101 and 13,742 limited partnership units under the DRIP at a weighted average price of $49.40 and $52.16 per unit during the three months ended March 31, 2020 and 2019, respectively. The Company also credited 1,195 and 1,132 shares to directors pursuant to the reinvestment of dividends

-28-

Table of Contents

specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $48.59 and $51.28 per share, during the three months ended March 31, 2020 and 2019, 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 March 31, 2020.

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 March 31, 2020, 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.

Funds From Operations

Funds From Operations (FFO)¹ available to common stockholders and noncontrolling interests for the 2020 Quarter, totaled $25.3 million, a decrease of 1.8% compared to the 2019 Quarter. FFO for the 2020 Quarter decreased primarily due to (a) lower other revenue, primarily lease termination fees ($1.4 million), (b) lower base rent, primarily due to the lease expiration and re-leasing of the grocery anchors at Seven Corners, which opened in March 2020, and at Shops at Fairfax, projected to open in the third quarter of 2020 (collectively, $0.4 million) and (c) lower expense recoveries net of property expenses ($0.2 million), partially offset by (d) lower interest expense due to higher capitalized interest ($1.6 million).

-29-

Table of Contents

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 March 31,
(In thousands, except per share amounts)	2020			2019
Net income	$	16,829		$	17,077
Add:
Real estate depreciation and amortization	11,281			11,643
FFO	28,110			28,720
Subtract:
Preferred stock dividends	(2,798		)	(2,953		)
FFO available to common stockholders and noncontrolling interests	$	25,312		$	25,767
Weighted average shares:
Diluted weighted average common stock	23,299			22,863
Convertible limited partnership units	7,897			7,835
Average shares and units used to compute FFO per share	31,196			30,698
FFO per share available to common stockholders and noncontrolling interests	$	0.81		$	0.84

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

Management anticipates that during the coming year, the Company will complete its development activities at The Waycroft, may redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the coming year, any developments, expansions or acquisitions are expected to be funded with bank borrowings from the Company’s credit line, construction financing, proceeds from the operation of the Company’s dividend reinvestment plan or other external capital resources available to the Company.

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

-30-

Table of Contents

this 8.1 acre site, when combined with the Company’s adjacent 10.3 acre site, totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space.

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
March 31, 2020	50	6	7,872,035	1,076,837	95.8	%	92.3	%
March 31, 2019	49	7	7,759,048	1,146,438	96.0	%	90.1	%

As of March 31, 2020, 95.3% of the Commercial portfolio was leased, compared to 95.2% at March 31, 2019. On a same property basis, 95.3% of the Commercial portfolio was leased, compared to 95.7% at March 31, 2019. As of March 31, 2020, the Residential portfolio was 96.7% leased compared to 99.0% at March 31, 2019.

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 March 31,	Square Feet	Number of Leases	New/Renewed Leases		Expiring Leases
2020	427,692	64	$	34.41	$	35.54
2019	436,284	70	17.77		17.38

Certain of the Company’s operating properties are planned for redevelopment, including its properties at Twinbrook and White Flint. Prior to the commencement of redevelopment, the Company continues to operate the properties. However, in order to provide the greatest amount of flexibility, the Company generally enters into leases with shorter terms at these “pre-development” properties. The shorter-term leases require less capital, but also yield lower rents. The impact of these leases with shorter terms and lower rents can impact the averages shown for all leasing activity. During the first quarter of 2020, the Company entered into four new or renewed leases, for 19,724 square feet of retail space, at pre-development properties, that have shorter terms and lower rents than typical market conditions would suggest. Excluding these leases, the base rent on the 60 new or renewed leases on a same space basis would have been $34.58 per square foot compared to $35.96 per square foot for expiring leases.

Since December 2019, the Company has extended the leases of three significant tenants within the office portfolio. The earliest expiration of these resulting leases is now 2030. These leases comprise an aggregate of approximately 216,000 square feet (22%) of the office square footage contained within the Mixed-Use Properties.

-31-

Table of Contents

Additional information about the 2020 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			First Generation/Development Leases			Renewed Leases
Number of leases	21			5			43
Square feet	88,538			15,269			339,154
Per square foot average annualized:
Base rent	$	23.54		$	37.50		$	37.24
Tenant improvements	(3.70		)	(10.73		)	(2.48		)
Leasing costs	(0.85		)	(1.28		)	(1.08		)
Rent concessions	(0.79		)	(0.06		)	(3.60		)
Effective rents	$	18.20		$	25.43		$	30.08

During the three months ended March 31, 2020, the Company entered into 97 new or renewed apartment leases. The average monthly rent per square foot increased to $3.54 from $3.51. During the three months ended March 31, 2019, the Company entered into 94 new or renewed apartment leases. The average monthly rent per square foot decreased to $3.48 from $3.50.

As of December 31, 2019, 746,234 square feet of Commercial space was subject to leases scheduled to expire in 2020. Of those leases, as of March 31, 2020, leases representing 599,900 square feet of Commercial space have not yet renewed and are scheduled to expire over the next three months. Below is information about existing and estimated market base rents per square foot for that space.



Expiring Leases:	Total
Square feet	599,900
Average base rent per square foot	$	22.30
Estimated market base rent per square foot	$	22.34

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 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 March 31, 2020, the Company had variable rate indebtedness totaling $199.5 million. If the interest rates on the Company’s variable rate debt instruments outstanding at March 31, 2020 had been one percentage point higher, our annual interest expense relating to these debt instruments would have increased by $2.0 million based on those balances. As of March 31, 2020, the Company had fixed-rate indebtedness totaling $928.9 million with a weighted average interest rate of 5.03%. If interest rates on the Company’s fixed-rate debt instruments at March 31, 2020 had been one percentage point higher, the fair value of those debt instruments on that date would have been approximately $51.3 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, Chief Executive Officer and President, its Executive Vice President-Chief Financial Officer 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

-32-

Table of Contents

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, Chief Executive Officer and President, its Executive Vice President-Chief Financial Officer 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 March 31, 2020. Based on the foregoing, the Company’s Chairman, Chief Executive Officer and President, its Executive Vice President-Chief Financial Officer 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 March 31, 2020.

During the quarter ended March 31, 2020, 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.

-33-

Table of Contents

PART II. OTHER INFORMATION


Item 1.	Legal Proceedings

None


Item 1A.	Risk Factors

Except as set forth below, the Company has no material updates to the risk factors presented in Item 1A. Risk Factors in the 2019 Annual Report of the Company on Form 10-K.

The current outbreak of the novel coronavirus (“COVID-19”), or the future outbreak or pandemic of any other highly infectious or contagious diseases, could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities.

A novel strain of coronavirus was reported to have surfaced in Wuhan, China in December 2019, and has since spread globally, including to every state in the United States. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. As a result, the COVID-19 pandemic is negatively affecting almost every industry directly or indirectly. Many of our tenants have announced mandated or temporary closures of their operations and/or have requested adjustments to their lease terms during this pandemic. Experts predict that the COVID-19 pandemic will trigger a period of global economic slowdown or a global recession. COVID-19 (or a future pandemic) could have a material and adverse effect on or cause disruption to our business or financial condition, results from operations, cash flows and the market value and trading price of our securities due to, among other factors:


•	a complete or partial closure of, or other operational issues at, our properties as a result of government or tenant action;


•	the declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers;


•	the reduction of economic activity severely impacts our tenants' business operations, financial condition and liquidity and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations;

•

inability to access debt and equity capital on favorable terms, if at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense;


•	a general decline in business activity and demand for real estate transactions could adversely affect our ability to successfully execute investment strategies or expand our property portfolio;


•	a significant reduction in our cash flows could impact our ability to continue paying cash dividends to our common and preferred stockholders at expected levels or at all;


•	the financial impact of COVID-19 could negatively affect our future compliance with financial and other covenants of our credit facility and other debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such indebtedness;

•

the continued service and availability of personnel, including our executive officers and Board of Directors, and our ability to recruit, attract and retain skilled personnel, to the extent our management, Board of Directors or personnel are impacted in significant numbers by the outbreak of pandemic or epidemic disease and are not available or allowed to conduct work, could negatively impact our business and operating results; and


•	our ability to ensure business continuity in the event our continuity of operations plan is not effective or is improperly implemented or deployed during a disruption.

The extent to which COVID-19 impacts our operations and those of our tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the actions taken to contain the outbreak or mitigate its impact, and the direct and indirect economic effects of the outbreak and containment measures, among others. For example, as of March 31, 2020, approximately 33% of base rent is generated from tenants in lines of trade that have been significantly impacted by mandated temporary closures or other social-distancing guidelines issued by federal, state and local governments including:


•	Full-service and limited-service restaurants (13%),


•	Beauty services and dry cleaners (6%),


•	Apparel and footwear (6%),


•	Health and fitness (3%), and


•	Other (5%)

-34-

Table of Contents

A prolonged imposition of mandated temporary closures or other social-distancing guidelines may adversely impact the ability of these tenants to generate sufficient revenues, and may cause tenants to request additional rent deferrals, and in limited cases, default on their leases, or result in the bankruptcy or insolvency of tenants, which would diminish our ability to receive rental revenue that is owed under their leases. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19. Nevertheless, COVID-19 presents material uncertainty and risk with respect to our performance, business or financial condition, results from operations and cash flows.


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

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

January 31, 2020 dividend distribution acquired 70,477 shares of common stock at a price of $48.59 per share and

15,101 limited partnership units at a price of $49.40 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

-35-

Table of Contents


Item 6.	Exhibits



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 months ended March 31, 2020, 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.

104.		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

* In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

-36-

Table of Contents

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: May 6, 2020	/s/ B. Francis Saul II
	B. Francis Saul II Chairman, Chief Executive Officer and President

Date: May 6, 2020	/s/ Scott V. Schneider
	Scott V. Schneider Executive Vice President, Chief Financial Officer and Treasurer (principal financial officer)

Date: May 6, 2020	/s/ Joel A. Friedman
	Joel A. Friedman Senior Vice President, Chief Accounting Officer (principal accounting officer)

-37-