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~~2021

☐ 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,, Maryland20814

(Address of principal executive office) (Zip Code)

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

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



Title of each class:	Trading symbol:	Name of exchange on which registered:	~~Trading symbol:~~
Common Stock, Par Value $0.01 ~~par value~~Per Share	BFS	New York Stock Exchange	~~BFS~~
Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 ~~par value~~Per Share	BFS/PRD	New York Stock Exchange	~~BFS/PRD~~
Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 ~~par value~~Per Share	BFS/PRE	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 ☐

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Table of Contents

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.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

~~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~~2021: 23.5 million.

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Table of Contents

SAUL CENTERS, INC.

Table of Contents


		Page
PART I. FINANCIAL INFORMATION

		~~Page~~
~~PART I. FINANCIAL INFORMATION~~

Item 1. Financial Statements (Unaudited)

(a) Consolidated Balance Sheets as of March 31, ~~2020~~2021 and December 31, ~~2019~~2020		4
(b) Consolidated Statements of Operations for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		5
~~(c) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2020 and 2019~~		6
~~(d)~~(c) Consolidated Statements of Equity for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		76
~~(e)~~(d) Consolidated Statements of Cash Flows for the three months ended March 31, ~~2020~~2021 and ~~2019~~2020		87
~~(f)~~(e) Notes to Consolidated Financial Statements		98

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

(a) Critical Accounting Policies		2324

(b) Results of Operations:
Three months ended March 31, ~~2020~~2021 compared to three months ended March 31, ~~2019~~2020		2425

Same Property Revenue		27
~~Same Property Revenue~~		25
Same Property Operating Income	2529

(c) Liquidity and Capital Resources		2729

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3234

Item 4. Controls and Procedures		3235

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		3436
Item 1A. Risk Factors		3436
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3537
Item 3. Defaults Upon Senior Securities		3537
Item 4. Mine Safety Disclosures		3537
Item 5. Other Information		3537
Item 6. Exhibits		3637
Signatures		3738

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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			(Dollars in thousands, except per share amounts)	March 31, 2021		December 31, 2020

Assets							Assets
Real estate investments							Real estate investments
Land	$	453,322		$	453,322		Land	$	513,074	$	511,482
Buildings and equipment	1,300,605			1,292,631			Buildings and equipment	1,555,731		1,543,837
Construction in progress	345,880			335,644			Construction in progress	151,699		69,477
	2,099,807			2,081,597				2,220,504		2,124,796
Accumulated depreciation	(572,912		)	(563,474		)	Accumulated depreciation	(617,984)		(607,706)
	1,526,895			1,518,123				1,602,520		1,517,090
Cash and cash equivalents	31,935			13,905			Cash and cash equivalents	14,554		26,856
Accounts receivable and accrued income, net	49,994			52,311			Accounts receivable and accrued income, net	62,645		64,917
Deferred leasing costs, net	27,546			24,083			Deferred leasing costs, net	26,169		26,872
Prepaid expenses, net	3,611			5,363
Finance lease right-of-use asset							Finance lease right-of-use asset	19,362		0
Other assets	4,859			4,555			Other assets	9,006		9,837
Total assets	$	1,644,840		$	1,618,340		Total assets	$	1,734,256	$	1,645,572
Liabilities							Liabilities
Notes payable	$	798,343		$	821,503		Notes payable	$	814,268	$	827,603
Construction loan payable							Construction loan payable	146,551		144,607
Revolving credit facility payable							Revolving credit facility payable	103,548		103,913
Term loan facility payable	74,716			74,691			Term loan facility payable	74,816		74,791
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			Accounts payable, accrued expenses and other liabilities	27,464		24,384
Deferred income	24,686			29,306			Deferred income	24,812		23,293
Dividends and distributions payable							Dividends and distributions payable	19,510		19,448
Finance lease liability							Finance lease liability	19,425		0
Total liabilities	1,198,234			1,174,984			Total liabilities	1,230,394		1,218,039
Equity							Equity
Preferred stock, 1,000,000 shares authorized:							Preferred stock, 1,000,000 shares authorized:

Series D Cumulative Redeemable, 30,000 shares issued and outstanding	75,000			75,000			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			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
Common stock, $0.01 par value, 40,000,000 shares authorized, 23,573,804 and 23,476,626 shares issued and outstanding, respectively							Common stock, $0.01 par value, 40,000,000 shares authorized, 23,573,804 and 23,476,626 shares issued and outstanding, respectively	236		235
Additional paid-in capital	415,962			410,926			Additional paid-in capital	423,787		420,625
Partnership units in escrow							Partnership units in escrow	79,300		0
Distributions in excess of accumulated earnings	(223,075		)	(221,177		)	Distributions in excess of accumulated earnings	(246,559)		(241,535)

Total Saul Centers, Inc. equity	378,120			374,981			Total Saul Centers, Inc. equity	441,764		364,325
Noncontrolling interests	68,486			68,375			Noncontrolling interests	62,098		63,208
Total equity	446,606			443,356			Total equity	503,862		427,533
Total liabilities and equity	$	1,644,840		$	1,618,340		Total liabilities and equity	$	1,734,256	$	1,645,572

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


(Dollars in thousands, except per share amounts)	Three Months Ended March 31,						(Dollars in thousands, except per share amounts)	Three Months Ended March 31,
	2020			2019				2021		2020
Revenue							Revenue
Rental revenue	$	55,415		$	56,803		Rental revenue	$	57,756	$	55,415
Other	1,528			2,947			Other	968		1,528
Total revenue	56,943			59,750			Total revenue	58,724		56,943
Expenses							Expenses
Property operating expenses	7,036			8,001			Property operating expenses	8,686		7,036
Real estate taxes	7,153			7,148			Real estate taxes	7,829		7,153
Interest expense, net and amortization of deferred debt costs	9,594			11,067			Interest expense, net and amortization of deferred debt costs	11,988		9,594
Depreciation and amortization of deferred leasing costs	11,281			11,643
Depreciation and amortization of lease costs							Depreciation and amortization of lease costs	12,748		11,281
General and administrative	5,050			4,814			General and administrative	4,678		5,050
Total expenses	40,114			42,673			Total expenses	45,929		40,114

Net Income	16,829			17,077			Net Income	12,795		16,829
Noncontrolling interests							Noncontrolling interests
Income attributable to noncontrolling interests	(3,565		)	(3,630		)	Income attributable to noncontrolling interests	(2,533)		(3,565)
Net income attributable to Saul Centers, Inc.	13,264			13,447			Net income attributable to Saul Centers, Inc.	10,262		13,264

Preferred stock dividends	(2,798		)	(2,953		)	Preferred stock dividends	(2,798)		(2,798)
Net income available to common stockholders	$	10,466		$	10,494		Net income available to common stockholders	$	7,464	$	10,466
Per share net income available to common stockholders							Per share net income available to common stockholders

Basic and diluted	$	0.45		$	0.46		Basic and diluted	$	0.32	$	0.45

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

Table of Contents

Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~EQUITY

(Unaudited)


(Dollars in thousands, except per share amounts)	Preferred Stock		Common Stock		Additional Paid-in Capital		Partnership units in Escrow		Distributions in Excess of Accumulated Earnings		Total Saul Centers, Inc.		Noncontrolling Interests		Total
Balance at January 1, 2021	$	185,000	$	235	$	420,625	$	0	$	(241,535)	$	364,325	$	63,208	$	427,533


Issuance of shares of common stock:
96,268 shares pursuant to dividend reinvestment plan	—		1		2,839		—		—		2,840		—		2,840
910 shares due to exercise of stock options and issuance of directors’ deferred stock	—		—		323		—		—		323		—		323
Issuance of 19,493 partnership units pursuant to dividend reinvestment plan	—		—		—		—		—		—		575		575
1,416,071 partnership units placed in escrow pursuant to Twinbrook contribution	—		—		—		79,300		—		79,300		—		79,300
Net income	—		—		—		—		10,262		10,262		2,533		12,795





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)	—		—		—		—		(12,488)		(12,488)		(4,218)		(16,706)
Balance, March 31, 2021	$	185,000	$	236	$	423,787	$	79,300	$	(246,559)	$	441,764	$	62,098	$	503,862

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



Balance at January 1, 2020	$	185,000	$	232	$	410,926	$	0	$	(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	$	0	$	(223,075)	$	378,120	$	68,486	$	446,606

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

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Table of Contents

Saul Centers, Inc.

~~CONSOLIDATED STATEMENTS OF EQUITY~~


CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended March 31,
(Dollars in thousands)	2021		2020
Cash flows from operating activities:
Net income	$	12,795	$	16,829
Adjustments to reconcile net income to net cash provided by operating activities:



Depreciation and amortization of lease costs	12,748		11,281
Amortization of deferred debt costs	405		373
Compensation costs of stock grants and options	323		427
Credit losses on operating lease receivables	1,211		130
Decrease in accounts receivable and accrued income	1,061		2,187
Additions to deferred leasing costs	(508)		(4,764)

Decrease in other assets	831		1,448
Increase in accounts payable, accrued expenses and other liabilities	4,356		2,759
Increase (decrease) in deferred income	1,519		(4,620)
Increase in finance lease liability	37		0
Net cash provided by operating activities	34,778		26,050
Cash flows from investing activities:
Acquisitions of real estate investments (1)	(8,399)		0
Additions to real estate investments	(6,069)		(8,516)
Additions to development and redevelopment projects	(4,450)		(13,072)



Net cash used in investing activities	(18,918)		(21,588)
Cash flows from financing activities:

Repayments on notes payable	(13,553)		(23,352)

Proceeds from revolving credit facility	8,000		40,000
Repayments on revolving credit facility	(8,500)		(3,000)
Proceeds from construction loan	1,919		13,862
Additions to deferred debt costs	0		(33)
Proceeds from the issuance of:
Common stock	2,840		4,610
Partnership units (1)	575		734





Distributions to:

Series D preferred stockholders	(1,148)		(1,148)
Series E preferred stockholders	(1,650)		(1,650)
Common stockholders	(12,438)		(12,275)
Noncontrolling interests	(4,207)		(4,180)
Net cash provided by (used in) financing activities	(28,162)		13,568
Net increase (decrease) in cash and cash equivalents	(12,302)		18,030
Cash and cash equivalents, beginning of period	26,856		13,905
Cash and cash equivalents, end of period	$	14,554	$	31,935
Supplemental disclosure of cash flow information:
Cash paid for interest	$	11,689	$	9,319
Decrease in accrued real estate investments and development costs	$	(1,276)	$	(2,836)

~~(Unaudited)~~

(1) The 2021 acquisition of real estate and proceeds from the issuance of partnership units each excludes $79,300 in connection with the contribution of Twinbrook Quarter by the B. F. Saul Real Estate Investment Trust in exchange for limited partnership units that are currently held in escrow. See notes 3 and 4.

(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.~~

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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~~

1. Organization, Basis of Presentation

Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer ~~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,~~2021, the Company’s properties (the “Current Portfolio Properties”) consisted of 50 shopping center properties (the “Shopping Centers”), 67 mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and 4 (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,~~2021, 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%~~5.5% of the Company's total revenue for the three months ended March 31, ~~2020.~~2021. 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.~~2021.

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~~2021 and December 31, ~~2019,~~2020, 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%~~74.7% 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,~~2020, 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~~

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~~2020 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

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~~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

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Notes to Consolidated Financial Statements (Unaudited)

significant estimates and assumptions relate to collectability of operating lease receivables and 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~~Individual leases are ~~reduced~~assessed for ~~credit losses. Such losses are recognized as a reduction~~collectability and upon the determination that the collection of ~~rental revenue in the consolidated statements of operations.~~

~~In addition to~~ rents ~~due currently,~~is not probable, accrued rent and accounts receivable ~~includes approximately~~ ~~$42.4 million~~are charged off, which is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. Further, we assess whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, historical bad debt levels and ~~$42.1 million, at~~ current economic trends. As of March 31, ~~2020~~2021, $1.8 million of deferred rents have come due. Of the amounts that have come due, $1.6 million has been paid.

At March 31, 2021 and December 31, ~~2019, respectively, net of allowance for doubtful~~2020, 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.~~receivable was comprised of:


(In thousands)	March 31, 2021		December 31, 2020
Rents currently due	$	11,844	$	13,321
Deferred rents	7,163		8,205
Straight-line rent	45,697		44,863
Other receivables	3,826		3,751
Allowance for doubtful accounts	(5,885)		(5,223)

Total	$	62,645	$	64,917

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 1 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".~~

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~~Notes to Consolidated Financial Statements (Unaudited)~~

"Leases."

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.~~2021.

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3.	~~Real Estate~~

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. During the three months ended March 31, 2021, assets totaling $8.7 million were placed in service in conjunction with the substantial completion of The Waycroft and Ashbrook Marketplace. Construction in progress as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, is composed of the following:


(In thousands)	March 31, 2021		December 31, 2020
Twinbrook Quarter	$	89,280	$	0
Hampden House (formerly 7316 Wisconsin Avenue)	51,927		50,723
The Waycroft	0		8,651
Ashbrook Marketplace	0		153
Other	10,492		9,950
Total	$	151,699	$	69,477

(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
Leases

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 have been 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 and/or lessor 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/or lessor 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, an operating lease 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 1 option to renew for an additional five years. The right of use asset and corresponding lease liability totaled $701,200 and $724,100, respectively, at March 31, 2021.

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 provided guidance allowing 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.

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~~that 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~~$26.2 million and ~~$24.1~~$26.9 million, net of accumulated amortization of ~~$42.5~~$45.6 million and ~~$41.6~~$44.5 million, as of March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. Amortization expense, included in depreciation and amortization of ~~deferred leasing~~ lease

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Notes to Consolidated Financial Statements (Unaudited)

costs in the Consolidated Statements of Operations, totaled ~~$1.3~~$1.2 million and ~~$1.6~~$1.3 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, 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~~$11.5 million and $10.0 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. Repairs and maintenance expense totaled ~~$2.8~~$3.9 million and ~~$3.7~~$2.8 million for the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, 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~~2021, we have not identified any impairment triggering events, including the impact of COVID-19 and corresponding tenant requests for rent relief. Therefore, under applicable GAAP guidance, 0 impairment charges were recorded.

Acquisitions

On November 5, 2019, the Company entered into an agreement (the “Contribution Agreement”) to acquire from the B. F. Saul Real Estate Investment Trust (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”). The Contributed Property is immediately adjacent to approximately 10.3 acres owned by the Company. In exchange for the Contributed Property, the Company will issue to the Trust 1,416,071 limited partnership units in the Operating Partnership, representing an aggregate value of $79.3 million for the Contributed Property. Title to the Contributed Property and the units were placed in escrow until certain conditions of the Contribution Agreement were satisfied.

On March 5, 2021, the Company entered into an amendment to the Contribution Agreement in which it and the Trust agreed to release to the Company from escrow the deed and assignment of the leasehold interest of the Contributed Property, as of that date, and reimbursed the Trust for certain expenses pursuant to the Contribution Agreement totaling $7.4 million. Acquisition costs totaled $1.2 million. The Company recorded a right-of-use asset of $19.4 million and corresponding lease liability of $19.4 million related to the leasehold interest assumed in the transaction. The remaining term of the lease is 61 years, rent increases by 1.5% annually and the incremental borrowing rate used to calculate the lease liability is 5.63%. The leasehold interest is classified as a finance lease and the components are presented within the Finance lease right-of-use asset and Finance lease liability line items on the Consolidated Balance Sheet. Amortization expense and interest expense related to the lease totaled $26,500 and $36,800, respectively, for the three months ended March 31, 2021.

The units will remain in escrow until the conditions of the Contribution Agreement, as amended, are satisfied. Half of the units held in escrow will be released on the "Second Escrow Release" date which is defined as the later of (a) October 18, 2021, or (b) ten (10) days following the date on which there is a final, non-appealable resolution, in a manner favorable to the Company, of certain proceedings relating to the site plan (or, if such proceedings are resolved in a manner favorable to the appellant, ten (10) days following the date on which a substitute site plan relating to the Contributed Property has been approved by the Planning Commission of the City of Rockville and such approval has become final and non-appealable). The remaining units held in escrow will be released two years after the Second Escrow Release.

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Notes to Consolidated Financial Statements (Unaudited)

Future contractual payments under the finance lease for years ended December 31, are as follows:


(in thousands)
April 1 through December 31, 2021	$	563
2022	863
2023	910
2024	924
2025	938
2026	952
Thereafter	82,195
Subtotal	87,345
Less: Imputed interest	(67,920)
Finance lease liability	$	19,425

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

As of March 31, 2021, 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%~~25.3% limited partnership interest in the Operating Partnership represented by approximately ~~7.9~~8.0 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~~one-for-one basis provided that, in accordance with the ~~Company's~~Company’s Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns or will own after the exercise, 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~~,2021, approximately ~~700,000~~1.3 million units ~~were convertible~~could be converted into shares of Saul Centers common stock.

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~~Notes to Consolidated Financial Statements (Unaudited)~~

The impact of the Saul Organization’s approximately ~~25.4%~~25.3% 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~~2021 and ~~2019~~,2020, were approximately 32.0 million and 31.2 million, respectively.

The 1.4 million limited partnership units placed into escrow in connection with the Contribution Agreement are not eligible to receive distributions from the Operating Partnership until such time as they are released from escrow.

5. Notes Payable, Revolving Credit Facility, Interest and ~~30.7 million, respectively.~~Amortization of Deferred Debt Costs


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~~,2021, of which approximately ~~$928.9~~$969.1 million was fixed-rate debt and approximately ~~$199.5~~$179.0 million was variable rate debt outstanding under the credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately ~~$1.1~~$1.1 billion as of March 31, ~~2020~~.2021.

At March 31, ~~2020,~~2021, 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,~~2021, the applicable spread for borrowings ~~is 135~~was 140 basis points under the revolving credit facility and ~~130~~135 basis points under the term loan. Letters of credit may be issued under the revolving credit facility. As of March 31, 2021, based on the value of the Company’s unencumbered properties, approximately $220.8 million was available under the revolving credit facility, $104.0 million was outstanding and approximately $185,000 was committed for letters of credit.

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~~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~~$3.3 million of the ~~$67.7~~$66.0 million outstanding balance at March 31, ~~2020,~~2021, which guarantee will be reduced to ~~(i) $3.3 million on October 1, 2020 and (ii)~~ 0 on October 1, 2021), (b) a portion of the Broadlands mortgage (approximately ~~$3.9~~$3.8 million of the ~~$31.0~~$30.3 million outstanding balance at March 31, ~~2020)~~2021), ~~and~~ (c) a portion of the Avenel Business Park mortgage (approximately $6.3 million of the ~~$26.0~~$25.0 million outstanding balance at March 31, ~~2020)~~2021), (d) a portion of The Waycroft mortgage (approximately $23.6 million of the $148.0 million outstanding balance at March 31, 2021), (e) the Ashbrook Marketplace

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Notes to Consolidated Financial Statements (Unaudited)

mortgage (totaling $21.8 million at March 31, 2021), and (f) the mortgage secured by Kentlands Place, Kentlands Square I and Kentlands Pad (totaling $29.6 million at March 31, 2021). 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,~~2020, the principal amount of the Company’s outstanding debt totaled approximately ~~$1.1~~$1.2 billion,, of which ~~$938.4~~$980.8 million was fixed rate debt and ~~$162.5~~$179.5 million was variable rate debt, including ~~$87.5~~$104.5 million outstanding under an unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately ~~$1.1~~$1.2 billion as of December 31, ~~2019.~~2020.

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~~Notes to Consolidated Financial Statements (Unaudited)~~

At March 31, ~~2020~~,2021, 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, 2021	$	4,975		$	22,838	$	27,813
2022	140,502		(a)	31,016		171,518
2023	84,225			31,481		115,706
2024	66,164			30,857		97,021
2025	20,363			27,860		48,223
2026	134,088			24,333		158,421
Thereafter	437,162			92,253		529,415
Principal amount	$	887,479		$	260,638	1,148,117
Unamortized deferred debt costs						8,934
Net						$	1,139,183

(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~~$104.0 million outstanding under the revolving credit facility.

Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the ~~term loan~~credit facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled ~~$9.4~~$8.9 million and ~~$9.7~~$9.3 million, net of accumulated amortization of ~~$7.5~~$8.9 million and ~~$7.5~~$8.7 million, at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, 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~~2021 and ~~2019~~,2020, 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


	Three Months Ended March 31,
(In thousands)	2021		2020
Interest incurred	$	12,681	$	13,019
Amortization of deferred debt costs	405		373
Capitalized interest	(1,095)		(3,768)
Interest expense	11,991		9,624
Less: Interest income	3		30
Interest expense, net and amortization of deferred debt costs	$	11,988	$	9,594

The consolidated statements of operations for the three months ended March 31, ~~2020~~2021 and ~~2019~~,2020, reflect noncontrolling interests of ~~$3.6~~$2.5 million and $3.6 million, respectively, representing income attributable to the Saul Organization for each period.

At March 31, ~~2020,~~2021, 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

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Notes to Consolidated Financial Statements (Unaudited)

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.

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~~Notes to Consolidated Financial Statements (Unaudited)~~

At March 31, ~~2020,~~2021, 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 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)	2021	2020
Weighted average common stock outstanding-Basic	23,542	23,295
Effect of dilutive options	0	4
Weighted average common stock outstanding-Diluted	23,542	23,299
Non-dilutive options	1,423	1,224
Years non-dilutive options were issued	2011 through 2020	2014 through 2019

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 and Chief Executive Officer, the President and ~~President, the Executive Vice President-Real Estate,~~Chief Operating Officer, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer and Treasurer 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 and Treasurer 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 6 ~~percent~~6% of the employee’s cash compensation, subject to certain limits, were ~~$120,700~~$123,100 and ~~$96,500~~$120,700 for the three months endedMarch 31, ~~2020~~2021 and ~~2019~~,2020, 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 endedMarch 31, ~~2020~~2021 and ~~2019~~,2020, the Company credited to employee accounts ~~$49,500~~$33,400 and ~~$56,500~~,$49,500, respectively, which is the sum of accrued earnings and up to 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

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Notes to Consolidated Financial Statements (Unaudited)

vested. The cumulative unfunded liability under this plan was ~~$3.2~~$2.9 million and ~~$3.1~~$2.9 million, at March 31, ~~2020~~2021 and December 31, ~~2019~~,2020, respectively, and is included in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets.

The Company ~~has entered into~~and the Saul Organization are parties to 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

~~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~~Net billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the three months endedMarch 31, ~~2020~~2021 and ~~2019~~,2020, which included rental expense for the Company’s headquarters lease, totaled approximately ~~$2.2~~$2.0 million and ~~$2.2~~$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~~2021 and December 31, ~~2019~~,2020, accounts payable, accrued expenses and other liabilities included approximately ~~$801,700~~$869,700 and ~~$918,700~~,$782,700, respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses.

~~The~~On March 5, 2021, the Company ~~has entered into a shared third-party predevelopment cost agreement (the “Predevelopment Agreement”)~~acquired 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 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 inimprovements located thereon, located at the Twinbrook ~~area of~~Metro Station in Rockville, Maryland. ~~The costs will be shared on a pro rata basis based on the acreage owned by each entity~~See Notes 3 and ~~neither party is obligated to advance funds to the other.~~4.

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.~~Trust in the second quarter of 2021. As of March 31, 2021, the Company estimates this obligation to range in value from $3.0 million to $3.3 million, based on projected net operating income of Ashbrook Marketplace for the 12 months ending May 31, 2021.

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~~$202,900 and ~~$193,900~~$202,300 for the three months endedMarch 31, ~~2020~~2021 and ~~2019~~,2020, 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~~$99,100 and ~~$73,400~~$105,200 for the three months endedMarch 31, ~~2020~~2021 and 2020, respectively.

~~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~~are 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~~the grant 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.

~~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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

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~~2021, 2,947 shares were credited to director's deferred fee accounts and ~~6,837~~6,187 shares were issued. As of March 31, ~~2020,~~2021, the director's deferred fee accounts comprise ~~109,762~~115,388 shares.

During the three months ended March 31, ~~2020,~~2021, stock option expense totaling ~~$0.4 million~~$294,500 was included in general and administrative expense in the Consolidated Statements of Operations. As of March 31, ~~2020,~~2021, the estimated future expense related to unvested stock options was ~~$2.3~~$1.3 million.

The table below summarizes the option activity for the three months endedMarch 31, ~~2020~~:2021:

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
—


	Number of Shares	Weighted Average Exercise Price per share		Aggregate Intrinsic Value
Outstanding at January 1	1,502,670	$	52.86	$	0
Granted	0	0		0
Exercised	0	0		0
Expired/Forfeited	(80,000)	54.63		0
Outstanding at March 31	1,422,670	52.76		12,337
Exercisable at March 31	924,045	52.89		12,337

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. There were no options exercised during three months ended March 31, 2021. The intrinsic value of stock options exercised during the three months ended March 31, 2020 totaled $85,268. At March 31, ~~2020,~~2021, the final trading day of the 2021 first quarter, the closing share price of $~~32.74~~$40.11 was lower than the exercise price of ~~the 1,298,865~~1,407,625 outstanding options granted in ~~2010~~2011 and 2013 through ~~2019.~~2020. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is ~~6.7~~6.2 years and ~~5.7~~5.2 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 market interest rates of approximately 3.80% and ~~3.55%~~3.40%, would be approximately ~~$924.4~~$948.3 million and ~~$957.4~~$981.0 million,, respectively, compared to the principal balance of ~~$928.9~~$969.1 million and ~~$938.4~~$980.8 million at March 31, ~~2020~~2021 and December 31, ~~2019,~~2020, 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.

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Notes to Consolidated Financial Statements (Unaudited)

11. Business Segments


~~11.~~	~~Business Segments~~

The Company has 2 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~~2021 presentation.


(In thousands)	Shopping Centers		Mixed-Use Properties		Corporate and Other		Consolidated Totals
Three months ended March 31, 2021
Real estate rental operations:
Revenue	$	42,444	$	16,280	$	0	$	58,724
Expenses	(10,077)		(6,438)		0		(16,515)
Income from real estate	32,367		9,842		0		42,209

Interest expense, net and amortization of deferred debt costs	0		0		(11,988)		(11,988)
Depreciation and amortization of lease costs	(7,241)		(5,507)		0		(12,748)
General and administrative	0		0		(4,678)		(4,678)






Net income (loss)	$	25,126	$	4,335	$	(16,666)	$	12,795
Capital investment	$	4,149	$	14,769	$	0	$	18,918
Total assets	$	967,458	$	751,445	$	15,353	$	1,734,256


Three months ended March 31, 2020
Real estate rental operations:
Revenue	$	41,571	$	15,372	$	0	$	56,943
Expenses	(8,922)		(5,267)		0		(14,189)
Income from real estate	32,649		10,105		0		42,754

Interest expense, net and amortization of deferred debt costs	0		0		(9,594)		(9,594)
Depreciation and amortization of lease costs	(7,386)		(3,895)		0		(11,281)
General and administrative	0		0		(5,050)		(5,050)








Net income (loss)	$	25,263	$	6,210	$	(14,644)	$	16,829
Capital investment	$	4,202	$	17,386	$	0	$	21,588
Total assets	$	973,107	$	640,122	$	31,611	$	1,644,840

(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

Table of Contents

Notes to Consolidated Financial Statements (Unaudited)

12. ~~Subsequent Events~~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 novel strain of coronavirus ("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, and subsequent phased re-openings, 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.

While the Company’s grocery stores, pharmacies, banks and home improvement stores generally remain open, restaurants, if open, are operating at limited capacity, with many offering only delivery and ~~curb side~~curbside pick-up, ~~only,~~ and most health, beauty supply and services, fitness centers, and other non-essential businesses ~~remain closed.~~are in various phases of re-opening depending on location. The Company is generally not charging late fees or delinquent interest on ~~these~~ past due rent payments and, in many cases, rent deferral agreements are being negotiated to allow tenants temporary relief where needed.As of March 31, 2021, $1.8 million of deferred rents have come due. Of the amounts that have come due, $1.6 million has been paid.

~~On April 1, 2020,~~

13. Subsequent Events

The Company has reviewed operating activities for the ~~Company borrowed $50.0 million under its revolving credit facility~~period subsequent to ~~provide additional liquidity~~March 31, 2021, and ~~flexibility as the effects~~determined there are no subsequent events required to be disclosed.

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Table of ~~the COVID-19 pandemic continue to evolve.~~Contents


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

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.~~2020. 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~~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)~~2020), “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)~~2020), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part I, Item 2 of this Form 10-Q).

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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 novel strain of coronavirus ("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.

If the effects of COVID-19 result in continued deterioration of economic and market conditions, or if the Company’s expected holding period for assets changes, subsequent tests for impairment could result in impairment charges in the future. The Company can provide no assurance that material impairment charges with respect to ~~be higher~~the Company’s investment properties will not occur during the ~~quarter ending June 30,~~remainder of 2020 ~~than they were during the quarter ended~~or future periods. As of March 31, ~~2020.~~2021, we have not identified any impairment triggering events, including the impact of COVID-19 and corresponding tenant requests for rent relief. Therefore, under applicable GAAP guidance, no impairment charges have been recorded. However, we have yet to see the long-term effects of COVID-19 and the extent to which it may impact our tenants in the future. Indications of a tenant’s inability to continue as a going concern, changes in our view or strategy relative to a tenant’s business or industry as a result of COVID-19, or changes in our long-term hold strategies, could be indicative of an impairment triggering event. Accordingly, the Company will continue to monitor circumstances and events in future periods to determine whether impairment charges are warranted.

While the Company’s grocery ~~stores, pharmacies, banks~~store, pharmacy, bank and home improvement ~~stores~~store tenants generally remain open, restaurants ~~if open,~~ are operating with limited indoor seating, supplemented with delivery and ~~curb side~~curbside pick-up, ~~only,~~ and most health, beauty supply and services, fitness centers, and other non-essential businesses ~~remain closed.~~are re-opening with limited customer capacity depending on location. As of May ~~5, 2020, approximately 32%~~4, 2021, payments by tenants of ~~the Company’s~~ contractual base rent and operating expense and real estate tax recoveries totaled approximately 96% for ~~April 2020 remains unpaid~~the first quarter~~, 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~~have been 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 at limited capacity or 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~~Rent collections ~~and~~during the first quarter rent relief requests to-date may not be indicative of collections or requests in any future period.

The following is a summary of the Company's executed rent deferral agreements and repayment dates as of May 4, 2021.


(In thousands)
Original Rent Due By Quarter	Original Rent Amount		Repayment Year	Repayment Amount		Amount Due		Amount Collected		Collection Percentage
	(prior to deferral)			(after deferral)						(based on payments currently due)
2020 First Quarter	$	66	2020	$	331	$	331	$	317	96	%
2020 Second Quarter	6,270		2021	5,806		1,921		1,751		91	%
2020 Third Quarter	1,464		2022	1,585
2020 Fourth Quarter	317		2023	354
2021 First Quarter	99		2024	111
April 2021	4		2025	17
Total	$	8,220	Thereafter	16
			Total	$	8,220	$	2,252	$	2,068	92	%

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Table of Contents

The following is a summary of the Company's consolidated total collections of the first quarter and April 2021 rent billings, including minimum rent, operating expense recoveries, and real estate tax reimbursements, as of May 4, 2021:

2021 first quarter

•96% of 2021 first quarter total billings has been paid by our tenants.

▪95% of retail

▪97% of office

▪99% of residential

▪Additionally, rent deferral agreements comprising approximately 0.2% of 2021 first quarter total billings have been executed (or 5% of the total unpaid balance) none of which are with anchor/national tenants. The executed deferrals typically cover three months of rent and are generally scheduled to be paid during 2021 and 2022. As a condition to granted rent deferrals, we have sought, and in some cases received, extended lease terms, or waivers of certain adjacent use or common area restrictions.

April 2021

▪93% of April 2021 total billings has been paid by our tenants.

▪91% of retail

▪94% of office

▪99% of residential

▪Additionally, rent deferral agreements comprising less than 0.1% of April total billings have been executed, none of which are with anchor/national tenants. These deferrals are structured similarly to the first quarter deferrals.

Although the Company ~~has~~is and will continue to be actively engaged in rent collection efforts related to uncollected rent, and the Company will continue to work with certain tenants who have requested rent deferrals, the Company can provide no assurance that such efforts or our efforts in future periods will be successful, particularly in the event that the COVID-19 pandemic and restrictions intended to prevent its spread continue for a prolonged period. The Company 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~~applied for these loans and ~~recently, the first~~several 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,~~2021, the Company had ~~$61.9~~$10.0 million of cash and cash equivalents and borrowing availability of approximately ~~$150.3~~$212.8 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.

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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~~.2021.

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~~supplementing its development of residential mixed-used projects with selective redevelopment and renovations of its core Shopping Centers. ~~Construction~~The residential component 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.~~was placed into service in April 2020. The Company also has a ~~development~~ pipeline of zoned sites ~~either~~ in its portfolio, ~~(some~~some of which are currently shopping center operating ~~properties) or under contract,~~properties, 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.centers. The Company ~~currently~~ has ~~signed~~seven new pad site tenants, including three at our newly developed Ashbrook Marketplace shopping center, that began paying rent in 2020. Annualized rent from these seven pad sites totals approximately $1.1 million. Additionally, the Company has executed leases or leases are under negotiation for 12ten more pad sites, ~~within its core portfolio. The pad sites~~tenants of five of which are expected to ~~be completed and operational by late~~begin paying rent in 2021. The annualized rent from these ten pad sites is expected to total approximately $1.6 million.

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~~ways to maximize our future performance. The Company's commercial leasing percentage, on a ~~comparable~~same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, decreased to ~~95.3%~~92.2% at March 31, ~~2020,~~2021, from ~~95.7%~~96.3% at March 31, ~~2019.~~2020. We expect the volume of lease renewals in ~~2020,~~2021, and the rental rates at which leases renew, will be negatively impacted by the effects of 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,~~2021, amortizing fixed-rate mortgage debt with staggered maturities from 2021 to 2035 represented approximately ~~82.3%~~84.4% of the Company’s notes payable, thus minimizing refinancing risk. The Company’s variable-rate debt consists of ~~$199.5~~$179.0 million outstanding under the credit facility. As of March 31, ~~2020,~~2021, the Company has ~~loan~~ availability of approximately ~~$200.3~~$220.8 million under its $325.0 million unsecured revolving credit facility.

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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.

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~~The Waycroft, 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,											Three months ended March 31,
	2020		2019		2018		2017		2016			2021		2020		2019		2018		2017
Base rent	$	19.83	$	20.08	$	20.26	$	18.91	$	18.71	Base rent	$	20.54	$	19.83	$	20.08	$	20.26	$	18.91
Effective rent	$	18.14	$	18.14	$	18.33	$	17.12	$	16.86	Effective rent	$	18.79	$	18.14	$	18.14	$	18.33	$	17.12

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 located on North Glebe Road in Arlington, Virginia, 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.~~$279.0 million. A portion of the cost is being financed with a $157.0 million construction-to-permanent loan. Including approximately ~~$18.7~~$19.1 million of capitalized interest, ~~and costs of $8.3 million which are accrued and unpaid,~~ costs incurred through March 31, ~~2020~~2021 total approximately ~~$267.6~~$277.7 million, of which ~~$124.1~~$148.0 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~~began operating in August 2020 and 2,400 square feet of retail space became operational during the third quarter of 2020. Applications have been received for 83485 residential leases, ~~totaling~~ approximately ~~17%~~99% of the available units, with 18478 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.4, 2021.

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.~~leased. The first small shop opened for business in April 2020, and all tenants, except one 3,231 square foot shop tenant and the ~~remaining tenants are scheduled to~~free standing and under construction Bourbon restaurant, were open ~~throughout 2020, subject to the removal~~and paying rent as 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~~February 23, 2021. The Company may be obligated to issue additional limited partnership units to the ~~Saul Trust.~~Trust in the second quarter of 2021. As of March 31, 2021, the Company estimates this obligation to range in value from $3.0 million to $3.3 million, based on projected net operating income of Ashbrook Marketplace for the 12 months ending May 31, 2021.

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, known as Hampden House (formerly 7316 Wisconsin Avenue), for the development of up to 366 apartment units and 10,300 square feet of retail space. In ~~July 2019,~~June 2020, the Montgomery County Planning Commission unanimously approved the Company's amended site plan. Design and construction documents are being ~~prepared and a site plan amendment has been submitted incorporating final design parameters. Additional approvals~~prepared. Approval from the Washington Metropolitan Area Transit Authority was received in 2020 and the approval from Maryland Transit Administration ~~are~~is in process and ~~are~~is expected to be received by the fourth quarter of ~~2020.~~2021. Effective September 1, 2019, the asset was removed from service and transferred to construction in progress. The Company ~~is currently performing~~has completed interior demolition in preparation for future development. The timing of construction will depend on issuance of final building permits and market conditions.

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On November 5, 2019, the Company entered into ~~an agreement (the "Contribution Agreement")~~a Contribution Agreement to acquire the Contributed Property from the ~~Saul Trust,~~Trust. The Contributed Property is immediately adjacent to approximately ~~6.8~~10.3 acres ~~of land and its leasehold interest in approximately 1.3 acres of contiguous land, together in each case with~~owned by the ~~improvements located thereon, located at the Twinbrook Metro Station in Rockville, Maryland (the “Contributed Property”).~~Company. 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~~Partnership. Title to the Contributed Property and the ~~OP Units have been~~units were placed in escrow until certain conditions of the Contribution Agreement were satisfied.

The Company has acquired title to the property earlier than originally contemplated in order to have complete control over the final aspects of predevelopment, project bidding, contractor selection and lender discussions in support of Phase I. This control will also assure the preservation of the Wegmans lease and its value to this site and, as ~~contract purchaser, has filed with~~importantly, to the ~~City~~Company’s adjacent holdings.

The full project plan for redevelopment of ~~Rockville~~ a major mixed-use project spanning both the Company’s property and the Contributed Property was finalized in 2019 and rights to develop the project extend for a thirty-year term to 2049. A site plan allowing for development of a planned Phase I ofwithin the ~~Twinbrook Quarter development and is conducting community hearings and awaiting design review committee comments on its plan. The plan~~Contributed Property, which includes an 80,000 square foot Wegmans, ~~grocery store, 29,000 square feet of retail~~adjacent small shop space, ~~460 residential units~~450 apartments and ~~237,000~~a 230,000 square ~~feet~~foot office building, was approved by the City of ~~office space.~~Rockville in August 2020. The approval of the site plan was unanimous, however, it has been appealed by a local resident, but such appeal is not a technical or actual prohibition on moving forward with development. The phasing of these improvements and the timing of construction will depend on removal of contingencies, ~~final~~favorable resolution of the site plan ~~approval,~~appeal, building permit approval and market conditions. The ~~total~~ development potential of ~~this 8.1~~the entire 18.4 acre ~~site, when combined with the Company’s adjacent 10.3 acre~~Twinbrook Quarter site totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space.

Effective March 31, 2021, Scott V. Schneider retired as the Company’s Chief Financial Officer. Mr. Schneider will continue to serve the Company as a consultant. Effective April 1, 2021, Carlos L. Heard was appointed the Company’s Chief Financial Officer. Mr. Heard has served as Senior Vice President, Acquisitions and Development, B. F. Saul Company and Affiliates from 2019 to present; Vice President, Acquisitions and Development from 2013 to 2018; and Vice President, Acquisitions and Finance from 2010 to 2012. Prior to joining the B. F. Saul Company and Affiliates, Mr. Heard was Group Vice President of Capital Markets and Commercial Real Estate at Chevy Chase Bank, where he worked from 1998 to 2009.

Effective May 7, 2021, D. Todd Pearson was appointed the Company's President and Chief Operating Officer. The Company’s former President, B. F. Saul II, who served in that position since October 2019, will continue to serve the Company as Chairman of the Board and Chief Executive Officer.

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

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property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors when identifying impairment indicators including recurring operating losses, significant decreases in occupancy, and significant adverse changes in market conditions, legal factors and business climate. If impairment indicators are present, the Company compares 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, the Company would recognize 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.

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. Individual leases are assessed for collectability and, upon the determination that the collection of rents is not probable, accrued rent and accounts receivable are charged off, and the charge off is reflected as an adjustment to rental revenue. Revenue from leases where collection is not probable is recorded on a cash basis until collectability is determined to be probable. We also assess whether operating lease receivables, at the portfolio level, are appropriately valued based upon an analysis of balances outstanding, effects of tenant bankruptcies, historical levels of bad debt and current economic trends. Additionally, because of the uncertainties related to the impact of the COVID-19 pandemic, our assessment also takes into consideration the types of business conducted by tenants and current discussions with the tenants, as well as recent rent collection experience. Evaluating and estimating uncollectable lease payments and related receivables requires a significant amount of judgment by management and is based on the best information available to management at the time of evaluation. Actual results could differ from these estimates.

Legal Contingencies

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

Results of Operations

Three months ended March 31, ~~2020~~2021 (the ~~"2020~~"2021 Quarter") compared to the three months ended March 31, 2020 (the "2020 Quarter")

Revenue


	Three months ended March 31,				2020 to 2021 Change
(Dollars in thousands)	2021		2020		Amount		Percent
Base rent	$	48,659	$	46,348	$	2,311	5.0	%
Expense recoveries	9,411		8,616		795		9.2	%
Percentage rent	599		290		309		106.6	%
Other property revenue	298		291		7		2.4	%
Credit losses on operating lease receivables	(1,211)		(130)		(1,081)		831.5	%
Rental revenue	57,756		55,415		2,341		4.2	%
Other revenue	968		1,528		(560)		(36.6)	%
Total revenue	$	58,724	$	56,943	$	1,781	3.1	%

~~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~~$835,600 and ~~$(215,900)~~$356,400 for the ~~2020~~2021 Quarter and ~~2019~~2020 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes ~~$352,900~~$346,900 and ~~$360,100~~,$352,900, for the ~~2020~~2021 Quarter and ~~2019~~2020 Quarter,

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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%~~increased 3.1% in the ~~2020~~2021 Quarter compared to the ~~2019~~2020 Quarter, as described below.

Base Rent. The ~~$0.3~~$2.3 million ~~decrease~~increase in base rent in the ~~2020~~2021 Quarter compared to the ~~2019~~2020 Quarter is primarily attributable to ~~(a) a $0.25 per square foot decrease~~the commencement of operations of The Waycroft in ~~commercial base rent~~April 2020 ($~~0.5 million), partially offset by (b) a 45,994 square foot increase in leased commercial space ($0.2~~2.9 million).

Expense Recoveries. Expense recoveries ~~decreased 12.2%~~increased 9.2% in the ~~2020~~2021 Quarter compared to the ~~2019~~2020 Quarter primarily due to ~~a decrease~~an increase in recoverable property operating ~~expenses, largely snow removal.~~expenses.

Percentage Rent. The 106.6% increase in percentage rent in the 2021 Quarter compared to the 2020 Quarter is primarily attributable to increased sales reported by anchor tenants at multiple Shopping Centers.

Credit Losses on Operating Lease Receivables. Credit losses on operating lease receivables for the 2021 Quarter increased $1.1 million from the 2020 Quarter. The increase is primarily due to increased reserves across the portfolio as a result of the impact of COVID-19 on tenant operations.

Other Revenue. Other revenue decreased ~~$1.4~~$0.6 million primarily due to lower lease termination ~~fees.~~fees ($0.3 million) and lower parking income ($0.2 million).

Expenses


	Three months ended March 31,				2019 to 2020 Change						Three months ended March 31,				2020 to 2021 Change
(Dollars in thousands)	2020		2019		Amount			Percent		(Dollars in thousands)	2021		2020		Amount		Percent
Property operating expenses	$	7,036	$	8,001	$	(965	)	(12.1	)%	Property operating expenses	$	8,686	$	7,036	$	1,650	23.5	%

Real estate taxes	7,153		7,148		5			0.1	%	Real estate taxes	7,829		7,153		676		9.5	%
Interest expense, net and amortization of deferred debt costs	9,594		11,067		(1,473		)	(13.3	)%	Interest expense, net and amortization of deferred debt costs	11,988		9,594		2,394		25.0	%
Depreciation and amortization of deferred leasing costs	11,281		11,643		(362		)	(3.1	)%
Depreciation and amortization of lease costs										Depreciation and amortization of lease costs	12,748		11,281		1,467		13.0	%
General and administrative	5,050		4,814		236			4.9	%	General and administrative	4,678		5,050		(372)		(7.4)	%

Total expenses	$	40,114	$	42,673	$	(2,559	)	(6.0	)%	Total expenses	$	45,929	$	40,114	$	5,815	14.5	%

Interest Expense, net and Amortization of Deferred Debt Costs. Interest expense, ~~decreased 13.3%~~net and amortization of deferred debt costs increased 25.0% in the ~~2020~~2021 Quarter primarily due to ~~(a) higher~~lower capitalized interest as a result of the opening of The Waycroft in April 2020 ($~~1.6~~2.0 million) ~~partially offset by (b) higher interest incurred~~.

Depreciation and Amortization of Lease Costs. Depreciation and amortization increased 13.0% in the 2021 Quarter primarily due to ~~higher outstanding debt balances~~The Waycroft being placed in service in April 2020 ($~~0.1~~1.7 million).

General and Administrative. General and administrative expenses decreased 7.4% in the 2021 Quarter primarily due to reduced overhead expenses including a corporate hiring freeze and reduction of business travel and discretionary spending such as professional seminars.

Same property revenue

Liquidity and Capital Resources

Cash and cash equivalents totaled ~~$31.9~~$14.6 million and ~~$11.5~~$31.9 million at March 31, ~~2020~~2021 and ~~2019~~,2020, respectively. The Company’s cash flow is affected by its operating, investing and financing activities, as described below.

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~~provided by operating activities because our tenants are impacted by the COVID-19 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~~$2.7 million decrease in cash used in investing activities is primarily due to

(a) lower development expenditures ($~~7.4~~8.6 million) ~~partially offset by~~and (b) ~~increased~~decreased additions to real estate investments throughout the portfolio ($~~5.6~~2.4 million), partially offset by (c) an increase in acquisitions of real estate investments ($8.4 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~~The Company anticipates 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~~is in ~~Arlington, Virginia. The total cost~~the early stages of the development of Phase I of the Twinbrook Quarter, a project ~~including acquisition of land, is expected to be approximately $275.0 million.~~that includes an 80,000 square foot Wegmans, adjacent small shop space, 450 apartments and a 230,000 square foot office building in Rockville, Maryland. The Company ~~had~~is in the process of evaluating financing options for the project. Costs incurred ~~costs totaling $267.6 million as~~are currently funded through working capital, including the Company's existing line of ~~March 31, 2020. The remaining cost will be funded by a $157.0 million construction-to-permanent loan, which closed in 2017.~~credit. 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~~April 30, 2021 included cash balances of approximately ~~$31.9~~$10.0 million and borrowing availability of approximately ~~$200.3~~$212.8 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 hasprovide 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~~94,231 and ~~119,215~~82,783 shares under the DRIP at a weighted average discounted price of ~~$48.59~~$29.50 and ~~$51.28~~$48.59 per share, during the three months endedMarch 31, ~~2020~~2021 and ~~2019~~,2020, respectively. The Company issued ~~15,101~~19,493 and ~~13,742~~15,101 limited partnership units under the DRIP at a weighted average price of ~~$49.40~~$29.83 and ~~$52.16~~$49.40 per unit during the three months ended March 31, ~~2020~~2021 and ~~2019,~~2020, respectively. The Company also credited ~~1,195~~2,037 and ~~1,132~~1,195 shares to directors pursuant to the reinvestment of dividends

specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of ~~$48.59~~$29.50 and ~~$51.28~~$48.59 per share, during the three months endedMarch 31, ~~2020~~2021 and 2020, respectively.

Table of Contents~~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~~.2021.

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.

At March 31, ~~2020,~~2021, 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,~~2021, the applicable spread for borrowings ~~is 135~~was 140 basis points under the revolving credit facility and ~~130~~135 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,~~2021, based on the value of the Company’s unencumbered properties, approximately ~~$200.3~~$220.8 million was available under the revolving credit facility, ~~$124.5~~$104.0 million was outstanding and approximately $185,000 was committed for letters of credit.

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~~,2021, 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

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)	2021		2020
Net income	$	12,795	$	16,829



Add:

Real estate depreciation and amortization	12,748		11,281
FFO	25,543		28,110
Subtract:

Preferred stock dividends	(2,798)		(2,798)

FFO available to common stockholders and noncontrolling interests	$	22,745	$	25,312
Weighted average shares and units:
Basic	31,493		31,192
Diluted (2)	31,965		31,196
Basic FFO per share available to common stockholders and noncontrolling interests	$	0.72	$	0.81
Diluted FFO per share available to common stockholders and noncontrolling interests	$	0.71	$	0.81

1 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.

2 Beginning March 5, 2021, fully diluted shares and units includes 1,416,071 limited partnership units that are currently held in escrow related to the contribution of Twinbrook Quarter by the Saul Trust. The units will remain in escrow until the conditions of the Contribution Agreement, as amended, are satisfied.

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

Table of Contents

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.

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.~~

Portfolio Leasing Status

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


										Total Properties		Total Square Footage		Percent Leased
	Total Properties		Total Square Footage		Percent Leased					Shopping Centers	Mixed-Use	Shopping Centers	Mixed-Use	Shopping Centers		Mixed-Use
	Shopping Centers	Mixed-Use	Shopping Centers	Mixed-Use	Shopping Centers		Mixed-Use
March 31, 2021									March 31, 2021	50	7	7,876,455	1,136,937	93.1	%	86.0	%
March 31, 2020	50	6	7,872,035	1,076,837	95.8	%	92.3	%	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%~~2021, 92.2% of the Commercial portfolio was leased, compared to ~~95.2% at~~95.3% March 31, ~~2019.~~2020. On a same property basis, ~~95.3%~~92.2% of the Commercial portfolio was leased, compared to ~~95.7%~~96.3% at March 31, ~~2019.~~2020. As of March 31, ~~2020,~~2021, the Residential portfolio was ~~96.7%~~96.9% leased compared to ~~99.0%~~96.7% at March 31, ~~2019.~~2020.

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
2021	270,004	61	$	18.29	$	20.00
2020	427,692	64	34.41		35.54

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.

Additional information about the ~~2020~~2021 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.

During the three months ended March 31, 2021, on a same property basis, the Company entered into 130 new or renewed apartment leases. The average monthly rent per square foot decreased to $3.18 from $3.53. 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~~2020, 889,250 square feet of Commercial space was subject to leases scheduled to expire in ~~2020.~~2021. Of those leases, as of March 31, ~~2020,~~2021, leases representing ~~599,900~~674,346 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	674,346
Average base rent per square foot	$	23.89
Estimated market base rent per square foot	$	22.68

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~~,2021, the Company had variable rate indebtedness totaling ~~$199.5 million~~.$179.0 million. If the interest rates on the Company’s variable rate debt instruments outstanding at March 31, ~~2020~~2021 had been one percentage point higher, our annual interest expense relating to these debt instruments would have increased by ~~$2.0~~$1.8 million based on those balances. As of March 31, ~~2020~~,2021, the Company had fixed-rate indebtedness totaling ~~$928.9~~$969.1 million with a weighted average interest rate of ~~5.03%~~4.94%. If interest rates on the Company’s fixed-rate debt instruments at March 31, ~~2020~~2021 had been one percentage point higher, the fair value of those debt instruments on that date would have been approximately ~~$51.3~~$51.5 million less than the carrying value.

Table of Contents

Item 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chairman and Chief Executive Officer, ~~and President,~~ its ~~Executive~~Senior Vice President-Chief Financial Officer, ~~and Treasurer,~~ and its Senior Vice President-Chief Accounting Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the

disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chairman and Chief Executive Officer, ~~and President,~~ its ~~Executive~~Senior Vice President-Chief Financial Officer, ~~and Treasurer,~~ and its Senior Vice President-Chief Accounting Officer and Treasurer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of March 31, ~~2020.~~2021. Based on the foregoing, the Company’s Chairman and Chief Executive Officer, ~~and President,~~ its ~~Executive~~Senior Vice President-Chief Financial Officer ~~and Treasurer~~ and its Senior Vice President-Chief Accounting Officer and Treasurer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of March 31, ~~2020.~~2021.

During the quarter ended March 31, ~~2020,~~2021, 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.

-35-

Table of Contents

PART II. OTHER INFORMATION


~~Item 1.~~	~~Legal Proceedings~~

Item 1. Legal Proceedings

None


~~Item 1A.~~	~~Risk Factors~~

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~~2020 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,~~2021, approximately ~~33%~~21% 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~~•beauty services and dry cleaners (6%),;

~~Apparel~~•full-service and limited-service restaurants (4%);

•apparel and footwear ~~(6%~~(4%),;

~~Health~~•specialty retail (3%);

•health and fitness (3%),; and

~~Other (5%~~•other (1%).

-36-

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~~

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

B. Francis Saul II, the Company’s Chairman of the Board and Chief Executive Officer, ~~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~~2021 dividend distribution acquired ~~70,477~~84,028 shares of common stock at a price of ~~$48.59~~$29.50 per share and

~~15,101~~ 19,493 limited partnership units at a price of ~~$49.40~~$29.83 per unit. The limited partnership units were sold ~~under~~pursuant to Section 4(a)(2) of the Securities Act of 1933.


~~Item 3.~~	~~Defaults Upon Senior Securities~~

Item 3. Defaults Upon Senior Securities

None


~~Item 4.~~	~~Mine Safety Disclosures~~

Item 4. Mine Safety Disclosures

Not Applicable


~~Item 5.~~	~~Other Information~~

Item 5. Other Information

None

Item 6. Exhibits

~~Item 6.~~10.

~~Exhibits~~

(a)

First Amendment to the Contribution Agreement, entered into on March 5, 2021, by and between Saul Holdings Limited Partnership and 1592 Rockville Pike LLC (filed herewith).



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

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

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

101.		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended ~~March 31,~~September 30, 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.

-37-

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 10, 2021		~~SAUL CENTERS, INC.~~ ~~(Registrant)~~ /s/ D. Todd Pearson
		D. Todd Pearson President and Chief Operating Officer

Date: May ~~6, 2020~~10, 2021		/s/ ~~B. Francis Saul II~~Carlos L. Heard
		~~B. Francis Saul II~~ ~~Chairman, Chief Executive Officer and President~~

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

Date: May ~~6, 2020~~10, 2021		/s/ Joel A. Friedman
		Joel A. Friedman Senior Vice President, Chief Accounting Officer and Treasurer (principal accounting officer)

~~-37-~~-38-


	New Leases			First Generation/Development Leases			Renewed Leases				New Leases		Renewed Leases
Number of leases	21			5			43			Number of leases	16		46
Square feet	88,538			15,269			339,154			Square feet	42,135		236,471
Per square foot average annualized:										Per square foot average annualized:
Base rent	$	23.54		$	37.50		$	37.24		Base rent	$	19.07	$	17.54
Tenant improvements	(3.70		)	(10.73		)	(2.48		)	Tenant improvements	(2.34)		(0.43)
Leasing costs	(0.85		)	(1.28		)	(1.08		)	Leasing costs	(0.68)		(0.04)
Rent concessions	(0.79		)	(0.06		)	(3.60		)	Rent concessions	(0.65)		(0.15)
Effective rents	$	18.20		$	25.43		$	30.08		Effective rents	$	15.40	$	16.92



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



(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


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


6.	~~Equity~~


7.	~~Related Party Transactions~~


9.	~~Fair Value of Financial Instruments~~


~~10.~~	~~Commitments and Contingencies~~