Saul Centers : Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

About this update from Saul Centers, Inc.

bfs-20240930 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-12254 SAUL CENTERS, INC. (Exact name of registrant as specified in its charter) Maryland 52-1833074 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7501 Wisconsin Avenue, Bethesda, Maryland 20814 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code (301) 986-6200 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Trading symbol: Name of exchange on which registered: Common Stock, Par Value $0.01 Per Share BFS New York Stock Exchange Depositary Shares each representing 1/100th of a share of 6.125% Series D Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share BFS/PRD New York Stock Exchange Depositary Shares each representing 1/100th of a share of 6.000% Series E Cumulative Redeemable Preferred Stock, Par Value $0.01 Per Share BFS/PRE New York Stock Exchange 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, 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 ☐ -1- 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 ☐ 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 November 1, 2024: 24,170,810. -2- Table of Contents SAUL CENTERS, INC. Table of Contents Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023 4 Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 5 Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 6 Consolidated Statements of Equity for the three and nine months ended September 30, 2024 and 2023 7 Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 10 Notes to Consolidated Financial Statements 11 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Critical Accounting Policies 25 Results of Operations: Three months ended September 30, 2024 compared to three months ended September 30, 2023 26 Nine months ended September 30, 2024 compared to nine months ended September 30, 2023 27 Same property revenue and same property operating income 28 Liquidity and Capital Resources 31 Item 3. Quantitative and Qualitative Disclosures About Market Risk 38 Item 4. Controls and Procedures 39 PART II. OTHER INFORMATION Item 1. Legal Proceedings 40 Item 1A. Risk Factors 40 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 40 Item 3. Defaults Upon Senior Securities 40 Item 4. Mine Safety Disclosures 40 Item 5. Other Information 40 Item 6. Exhibits 40 Signatures 41 -3- Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS ( Unaudited ) (Dollars in thousands, except per share amounts) September 30, 2024 December 31, 2023 Assets Real estate investments Land $ 501,787 $ 511,529 Buildings and equipment 1,608,995 1,595,023 Construction in progress 653,176 514,553 2,763,958 2,621,105 Accumulated depreciation (758,105) (729,470) Total real estate investments, net 2,005,853 1,891,635 Cash and cash equivalents 7,197 8,407 Accounts receivable and accrued income, net 59,824 56,032 Deferred leasing costs, net 25,474 23,728 Other assets 14,676 14,335 Total assets $ 2,113,024 $ 1,994,137 Liabilities Mortgage notes payable, net $ 1,027,386 $ 935,451 Revolving credit facility payable, net 187,296 274,715 Term loan facility payable, net 99,642 99,530 Construction loans payable, net 178,558 77,305 Accounts payable, accrued expenses and other liabilities 59,211 57,022 Deferred income 28,889 22,748 Dividends and distributions payable 23,358 22,937 Total liabilities 1,604,340 1,489,708 Equity Preferred stock, 1,000,000 shares authorized: Series D Cumulative Redeemable, 30,000 shares issued and outstanding 75,000 75,000 Series E Cumulative Redeemable, 44,000 shares issued and outstanding 110,000 110,000 Common stock, $0.01 par value, 50,000,000 and 40,000,000 shares authorized, respectively, 24,279,719 and 24,082,887 shares issued and outstanding, respectively 241 241 Additional paid-in capital 453,074 449,959 Distributions in excess of accumulated earnings (297,498) (288,825) Accumulated other comprehensive income 1,029 2,014 Total Saul Centers, Inc. equity 341,846 348,389 Noncontrolling interests 166,838 156,040 Total equity 508,684 504,429 Total liabilities and equity $ 2,113,024 $ 1,994,137 The Notes to Financial Statements are an integral part of these statements. -4- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF OPERATIONS ( Unaudited ) Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except per share amounts) 2024 2023 2024 2023 Revenue Rental revenue $ 65,550 $ 62,369 $ 194,544 $ 186,199 Other 1,738 1,397 6,379 4,325 Total revenue 67,288 63,766 200,923 190,524 Expenses Property operating expenses 10,111 9,720 30,312 27,502 Real estate taxes 7,620 7,641 22,852 22,589 Interest expense, net and amortization of deferred debt costs 12,213 12,419 36,928 36,518 Depreciation and amortization of deferred leasing costs 12,072 12,096 36,102 36,227 General and administrative 5,680 5,179 17,565 16,125 Total expenses 47,696 47,055 143,759 138,961 Gain on disposition of property - - 181 - Net Income 19,592 16,711 57,345 51,563 Noncontrolling interests Income attributable to noncontrolling interests (5,111) (3,892) (14,786) (12,080) Net income attributable to Saul Centers, Inc. 14,481 12,819 42,559 39,483 Preferred stock dividends (2,798) (2,798) (8,395) (8,395) Net income available to common stockholders $ 11,683 $ 10,021 $ 34,164 $ 31,088 Per share net income available to common stockholders Basic and diluted $ 0.48 $ 0.42 $ 1.42 $ 1.29 The Notes to Financial Statements are an integral part of these statements. -5- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ( Unaudited ) Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Net income $ 19,592 $ 16,711 $ 57,345 $ 51,563 Other comprehensive income Change in unrealized gain on cash flow hedge (3,457) 2,211 (1,430) 2,598 Total comprehensive income 16,135 18,922 55,915 54,161 Comprehensive income attributable to noncontrolling interests (4,059) (4,510) (14,342) (12,806) Total comprehensive income attributable to Saul Centers, Inc. 12,076 14,412 41,573 41,355 Preferred stock dividends (2,798) (2,798) (8,395) (8,395) Total comprehensive income available to common stockholders $ 9,278 $ 11,614 $ 33,178 $ 32,960 The Notes to Financial Statements are an integral part of these statements. -6- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF EQUITY ( Unaudited ) (Dollars in thousands, except per share amounts) Preferred Stock Common Stock Additional Paid-in Capital Partnership Units in Escrow Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income Total Saul Centers, Inc. Noncontrolling Interests Total Balance, January 1, 2024 $ 185,000 $ 241 $ 449,959 $ - $ (288,825) $ 2,014 $ 348,389 $ 156,040 $ 504,429 Issuance of shares of common stock: 16,007 shares pursuant to dividend reinvestment plan - - 603 - - - 603 - 603 183 shares due to share grants, exercise of stock options and issuance of directors' deferred stock - - 219 - - - 219 - 219 Issuance of 306,512 partnership units pursuant to dividend reinvestment plan - - - - - - - 11,741 11,741 Net income - - - - 13,630 - 13,630 4,633 18,263 Change in unrealized gain/loss on cash flow hedge - - - - - 1,264 1,264 540 1,804 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 ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,220) - (14,220) (6,110) (20,330) Balance, March 31, 2024 185,000 241 450,781 - (292,213) 3,278 347,087 166,844 513,931 Issuance of shares of common stock: 17,086 shares pursuant to dividend reinvestment plan - - 559 - - - 559 - 559 4,375 shares due to share grants, exercise of stock options and issuance of directors' deferred stock - - 505 - - - 505 - 505 Issuance of 43,696 partnership units pursuant to dividend reinvestment plan - - - - - - - 1,534 1,534 Net income - - - - 14,448 - 14,448 5,042 19,490 Change in unrealized gain/loss on cash flow hedge - - - - - 156 156 68 224 Distributions payable preferred stock: Series D, $38.28 per share - - - - (1,149) - (1,149) - (1,149) Series E, $37.50 per share - - - - (1,650) - (1,650) - (1,650) Distributions payable common stock ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,288) - (14,288) (6,136) (20,424) Balance, June 30, 2024 185,000 241 451,845 - (294,852) 3,434 345,668 167,352 513,020 -7- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF EQUITY ( Unaudited ) (Dollars in thousands, except per share amounts) Preferred Stock Common Stock Additional Paid-in Capital Partnership Units in Escrow Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income Total Saul Centers, Inc. Noncontrolling Interests Total Issuance of shares of common stock: 15,992 shares pursuant to dividend reinvestment plan - - 623 - - - 623 - 623 8,190 shares due to share grants, exercise of stock options and issuance of directors' deferred stock - - 606 - - - 606 - 606 Issuance of 40,039 partnership units pursuant to dividend reinvestment plan - - - - - - - 1,587 1,587 Net income - - - - 14,481 - 14,481 5,111 19,592 Change in unrealized gain on cash flow hedge - - - - - (2,405) (2,405) (1,052) (3,457) 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 ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,329) - (14,329) (6,160) (20,489) Balance, September 30, 2024 $ 185,000 $ 241 $ 453,074 $ - $ (297,498) $ 1,029 $ 341,846 $ 166,838 $ 508,684 -8- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF EQUITY ( Unaudited ) (Dollars in thousands, except per share amounts) Preferred Stock Common Stock Additional Paid-in Capital Partnership Units in Escrow Distributions in Excess of Accumulated Earnings Accumulated Other Comprehensive Income Total Saul Centers, Inc. Noncontrolling Interests Total Balance, January 1, 2023 $ 185,000 $ 240 $ 446,301 $ 39,650 $ (273,559) $ 2,852 $ 400,484 $ 121,318 $ 521,802 Issuance of shares of common stock: 13,227 shares pursuant to dividend reinvestment plan - - 543 - - - 543 - 543 699 shares due to share grants, exercise of stock options and issuance of directors' deferred stock - - 290 - - - 290 - 290 Net income - - - - 13,502 - 13,502 4,161 17,663 Change in unrealized loss on cash flow hedge - - - - (1,450) (1,450) (564) (2,014) 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 ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,165) - (14,165) (5,486) (19,651) Balance, March 31, 2023 185,000 240 447,134 39,650 (277,020) 1,402 396,406 119,429 515,835 Issuance of shares of common stock: 15,588 shares pursuant to dividend reinvestment plan - - 544 - - - 544 - 544 3,104 shares due to share grants, exercise of stock options and issuance of directors' deferred stock - - 553 - - - 553 - 553 Net income - - - - 13,162 - 13,162 4,027 17,189 Change in unrealized loss on cash flow hedge - - - - - 1,729 1,729 672 2,401 Distributions payable preferred stock: Series D, $38.28 per share - - - - (1,149) - (1,149) - (1,149) Series E, $37.50 per share - - - - (1,650) - (1,650) - (1,650) Distributions payable common stock ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,193) - (14,193) (5,486) (19,679) Balance, June 30, 2023 185,000 240 448,231 39,650 (280,850) 3,131 395,402 118,642 514,044 Issuance of shares of common stock: 14,690 shares pursuant to dividend reinvestment plan - 1 554 - - - 555 - 555 895 shares due to share grants exercise of stock options and issuance of directors' deferred stock - - 291 - - - 291 - 291 Net income - - - - 12,819 - 12,819 3,892 16,711 Change in unrealized loss on cash flow hedge - - - - - 1,593 1,593 618 2,211 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 ($0.59/share) and distributions payable partnership units ($0.59/unit) - - - - (14,195) - (14,195) (5,486) (19,681) Balance, September 30, 2023 $ 185,000 $ 241 $ 449,076 $ 39,650 $ (285,024) $ 4,724 $ 393,667 $ 117,666 $ 511,333 The Notes to Financial Statements are an integral part of these statements. -9- Table of Contents Saul Centers, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS ( Unaudited ) Nine Months Ended September 30, (Dollars in thousands) 2024 2023 Cash flows from operating activities: Net income $ 57,345 $ 51,563 Adjustments to reconcile net income to net cash provided by operating activities: Gain on disposition of property (181) - Depreciation and amortization of deferred leasing costs 36,102 36,227 Amortization of deferred debt costs 1,722 1,687 Non-cash compensation costs of stock and option grants 1,330 1,134 Credit losses on operating lease receivables, net 531 160 Increase in accounts receivable and accrued income (4,323) (731) Additions to deferred leasing costs (4,920) (3,856) Increase in other assets (1,770) (4,304) Increase in accounts payable, accrued expenses and other liabilities 471 3,352 Increase (decrease) in deferred income 6,141 (192) Net cash provided by operating activities 92,448 85,040 Cash flows from investing activities: Additions to real estate investments (20,773) (18,612) Additions to development and redevelopment projects (124,419) (128,655) Proceeds from disposition of property 181 - Net cash used in investing activities (145,011) (147,267) Cash flows from financing activities: Proceeds from mortgage notes payable 170,000 15,300 Repayments on mortgage notes payable (76,423) (33,910) Proceeds from revolving credit facility 85,000 113,000 Repayments on revolving credit facility (173,000) (26,000) Proceeds from construction loans payable 101,017 53,306 Additions to deferred debt costs (2,674) (423) Proceeds from the issuance of: Common stock 1,785 1,642 Partnership units 14,862 - Distributions to: Series D preferred stockholders (3,446) (3,446) Series E preferred stockholders (4,950) (4,950) Common stockholders (42,642) (42,527) Noncontrolling interests (18,176) (16,458) Net cash provided by financing activities 51,353 55,534 Net decrease in cash and cash equivalents (1,210) (6,693) Cash and cash equivalents, beginning of period 8,407 13,279 Cash and cash equivalents, end of period $ 7,197 $ 6,586 Supplemental disclosure of cash flow information: Cash paid for interest $ 35,572 $ 34,424 Accrued capital expenditures included in accounts payable, accrued expenses, and other liabilities $ 32,884 $ 33,495 The Notes to Financial Statements are an integral part of these statements. -10- Table of Contents Notes to Consolidated Financial Statements (Unaudited) 1. Organization, Basis of Presentation Saul Centers, Inc. ("Saul Centers") was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the "Company." B. Francis Saul II serves as Chairman of the Board of Directors (the "Board") and Chief Executive Officer of Saul Centers. The Company, 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 September 30, 2024, the Company's properties (the "Current Portfolio Properties") consisted of 50 shopping center properties (the "Shopping Centers"), seven mixed-use properties, which are comprised of office, retail and multi-family residential uses (the "Mixed-Use Properties") and four (non-operating) land and development properties. Because the properties are located primarily in the Washington, DC/Baltimore metropolitan area, the Company is subject to a concentration of market risk related to these properties. The Shopping Centers, a majority of which are anchored by one or more major tenants and 34 of which are anchored by a grocery store, offer primarily day-to-day necessities and services. Giant Food, a tenant at 11 Shopping Centers, individually accounted for 4.8% of the Company's total revenue for the nine months ended September 30, 2024. No other tenant individually accounted for 2.5% or more of the Company's total revenue, excluding lease termination fees, for the nine months ended September 30, 2024. The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Partnerships, which are majority owned by Saul Centers. Substantially all assets and liabilities of the Company as of September 30, 2024 and December 31, 2023, are comprised of the assets and liabilities of the Operating Partnership. Debt arrangements 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 69.7% 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, 2023, which are included in its Annual Report on Form 10-K. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to those instructions. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. 2. Summary of Significant Accounting Policies Our significant accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 have not changed significantly in number 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 date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates and assumptions relate to collectability of operating lease receivables and impairment of real estate properties. Actual results could differ from those estimates. -11- Table of Contents Notes to Consolidated Financial Statements (Unaudited) Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts Accounts receivable are primarily comprised of rental and reimbursement billings due from tenants, and straight-line rent receivables representing the cumulative amount of adjustments necessary to present rental income on a straight-line basis. 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. 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 current economic trends. Evaluating and estimating uncollectable lease payments and related receivables requires significant judgement by management and is based on the best information available to management at the time of evaluation. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures" ("ASU 2023-07"). ASU 2023-07 enhances disclosures of significant segment expenses and other segment items regularly provided to the chief operating decision maker, extends certain annual disclosures to interim periods and permits more than one measure of segment profit (loss) to be reported under certain conditions. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Retrospective adoption to all periods presented is required. The Company does not expect the adoption ASU 2023-07 will impact our consolidated financial statements and we are evaluating the impact it will have on our related disclosures. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation used as of and for the nine months ended September 30, 2024. 3. Real Estate Construction In Progress Construction in progress includes land, preconstruction and development costs of active projects. Preconstruction costs include legal, zoning and permitting costs and other project carrying costs incurred prior to the commencement of construction. Development costs include direct construction costs and indirect costs incurred subsequent to the start of construction such as architectural, engineering, construction management and carrying costs consisting of interest, real estate taxes and insurance. Construction in progress as of September 30, 2024 and December 31, 2023, is composed of the following: (Dollars in thousands) September 30, 2024 December 31, 2023 Twinbrook Quarter - Retail/Residential (1) $ 301,763 $ 248,913 Twinbrook Quarter - Other (2) 131,848 106,200 Hampden House (3) 200,503 142,240 Other 19,062 17,200 Total $ 653,176 $ 514,553 (1) Includes capitalized interest of $26.6 million and $18.8 million, as of September 30, 2024 and December 31, 2023, respectively. (2) Other includes infrastructure and site work necessary to support current and future development phases, and includes capitalized interest of $10.1 million and $6.7 million, as of September 30, 2024 and December 31, 2023, respectively. (3) Includes capitalized interest of $19.1 million and $14.1 million, as of September 30, 2024 and December 31, 2023, respectively. Leases We lease Shopping Centers and Mixed-Use Properties to lessees in exchange for monthly rental payments 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. -12- Table of Contents Notes to Consolidated Financial Statements (Unaudited) An operating lease right of use asset and corresponding lease liability related to our headquarters sublease are reflected in other assets and other liabilities, respectively. The sublease expires on February 28, 2027. The right of use asset and corresponding lease liability totaled $1.9 million and $2.0 million, respectively, at September 30, 2024. Deferred Leasing Costs Deferred leasing costs primarily consist of initial direct costs incurred in connection with successful property leasing and amounts attributed to in-place leases associated with acquired properties. Such amounts are capitalized and amortized, using the straight-line method, over the term of the lease or the remaining term of an acquired lease. Initial direct costs primarily consist of leasing commissions, which are incremental costs paid to third-party brokers and lease commissions paid to certain employees when obtaining a lease that would not have been incurred if the lease had not been obtained. Unamortized deferred costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Collectively, deferred leasing costs totaled $25.5 million and $23.7 million, net of accumulated amortization of $54.3 million and $53.7 million, as of September 30, 2024 and December 31, 2023, respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the Consolidated Statements of Operations, totaled $3.2 million and $3.1 million for the nine months ended September 30, 2024 and 2023, 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 $32.9 million and $33.1 million for the nine months ended September 30, 2024 and 2023, respectively. Repairs and maintenance expense totaled $13.6 million and $11.3 million for the nine months ended September 30, 2024 and 2023, respectively, and is included in property operating expenses in the Consolidated Statements of Operations. The Company did not recognize an impairment loss on any of its real estate during the nine months ended September 30, 2024 or 2023. On April 19, 2024, the Company received approximately $0.2 million from the City of Fairfax, Virginia following its taking of 2,543 square feet of land at Boulevard, which is reflected as gain on disposition of property in the Consolidated Statements of Operations. 4. Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership As of September 30, 2024, 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") held an aggregate 29.0% limited partnership interest in the Operating Partnership represented by approximately 10.0 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 basis provided that, in accordance with the Company's Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns 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, excluding shares credited to directors' deferred fee accounts (See Note 8). As of September 30, 2024, approximately 628,000 units could be converted into shares of Saul Centers common stock. As of September 30, 2024, a third party investor holds a 1.3% limited partnership interest in the Operating Partnership represented by 469,740 convertible limited partnership units. At the option of the unit holder, these units are convertible into shares of Saul Centers' common stock on a one-for-one basis; provided that, in lieu of the delivery of Saul Centers' common stock, Saul Centers may, in its sole discretion, deliver cash in an amount equal to the value of such Saul Centers' common stock. The impact of the aggregate 30.3% limited partnership interest in the Operating Partnership held by parties other than Saul Centers is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Weighted average fully diluted partnership units and common stock outstanding for the three months ended September 30, 2024 and 2023, was approximately 34.6 million and 34.1 million, respectively, and for the nine months ended September 30, 2024 and 2023, was approximately 34.5 million and 34.0 million, respectively. -13- Table of Contents Notes to Consolidated Financial Statements (Unaudited) 5. Notes Payable, Bank Credit Facility, Interest and Amortization of Deferred Debt Costs At September 30, 2024, the Company had a $525.0 million senior unsecured credit facility (the "Credit Facility") comprised of a $425.0 million revolving credit facility and a $100.0 million term loan. The revolving credit facility matures on August 29, 2025, and may be extended by the Company for one additional year, subject to satisfaction of certain conditions. The term loan matures on February 26, 2027. Interest accrues at the Secured Overnight Financing Rate ("SOFR") plus 10 basis points plus an applicable spread, which is determined by certain leverage tests. As of September 30, 2024, the applicable spread for borrowings was 140 basis points related to the revolving credit facility and 135 basis points related to the term loan. Letters of credit may be issued under the Credit Facility. On September 30, 2024, based on the value of the Company's unencumbered properties calculated in accordance with the terms of the Credit Facility, approximately $172.6 million was available and undrawn under the Credit Facility, $288.0 million was outstanding and approximately $185,000 was committed for letters of credit. On August 23, 2022, the Company entered into two floating-to-fixed interest rate swap agreements to manage the interest rate risk associated with $100.0 million of its variable-rate debt. The effective date of each swap agreement is October 3, 2022 and each has a $50.0 million notional amount. One agreement terminates on October 1, 2027 and effectively fixes SOFR at 2.96%. The other agreement terminates on October 1, 2030 and effectively fixes SOFR at 2.91%. Because the interest-rate swaps effectively fix SOFR for $100.0 million of variable-rate debt, unless otherwise indicated, $100.0 million of variable-rate debt is treated as fixed-rate debt for disclosure purposes beginning September 30, 2022. The Company has designated the agreements as cash flow hedges for accounting purposes. As of September 30, 2024, the fair value of the interest-rate swaps totaled approximately $1.3 million, which is included in Other assets in the Consolidated Balance Sheets. The change in value during the period is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income. On May 28, 2024, the Company closed on a 13.4-year, non-recourse, $100.0 million mortgage secured by Avenel Business Park, Leesburg Pike Plaza, and White Oak Shopping Center. The loan matures in 2037, bears interest at a fixed-rate of 6.38%, requires monthly principal and interest payments of $686,300 based on a 23.4-year amortization schedule and requires a final principal payment of $61.5 million at maturity. Proceeds were used to repay the remaining balance of approximately $51.2 million on the existing mortgages secured by the properties and reduce the outstanding balance of the Company's Credit Facility. The loan is cross-collateralized and coterminous with the mortgage secured by Beacon Center and Seven Corners Center. On September 24, 2024, the Company closed on a 15-year, $70.0 million mortgage secured by Thruway Shopping Center. The loan matures in 2039, bears interest at a fixed-rate of 6.41%, requires monthly principal and interest payments of $468,700 based on a 25-year amortization schedule and requires a final principal payment of $41.7 million at maturity. Proceeds were used to reduce the outstanding balance of the Company's Credit Facility. During the second quarter of 2023, the Company commenced drawing on its $145.0 million construction-to-permanent loan related to the residential and retail portions of Phase I of the Twinbrook Quarter development project. As of September 30, 2024, the balance of the loan was $122.7 million, net of unamortized deferred debt costs. During the fourth quarter of 2023, the Company commenced drawing on its $133.0 million loan related to the Hampden House development project. As of September 30, 2024, the balance of the loan was $55.8 million, net of unamortized deferred debt costs. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment obligations of the Operating Partnership under the Credit Facility. The Operating Partnership is the guarantor of (a) the mortgage secured by Kentlands Place, Kentlands Square I and Kentlands pad (totaling $26.7 million at September 30, 2024), (b) a portion of The Waycroft mortgage (approximately $23.6 million of the $146.3 million outstanding balance at September 30, 2024), (c) the Ashbrook Marketplace mortgage (totaling $19.8 million at September 30, 2024), and (d) a portion of the Thruway mortgage (totaling $17.5 million of the $70.0 million outstanding balance at September 30, 2024) . The Company provides a repayment guaranty of 100% of the loan secured by Twinbrook Quarter during construction and lease-up. Such guaranty is expected to be reduced in the future as the development achieves certain metrics. As of September 30, 2024, the loan balance and the amount guaranteed were $125.1 million. The Company also provides the lender with a 100% construction completion guaranty. The Company provides a limited repayment guaranty of $26.6 million for the loan secured by Hampden House during construction and lease-up. Such guaranty is expected to be reduced in the future as the development achieves certain metrics. As of September 30, 2024, the loan balance was $58.5 million. The Company also provides the lender with a 100% construction completion guaranty. All other notes payable are non-recourse. -14- Table of Contents Notes to Consolidated Financial Statements (Unaudited) The principal amount of the Company's outstanding debt totaled approximately $1.51 billion at September 30, 2024, of which approximately $1.32 billion was fixed-rate debt and approximately $188.0 million was unhedged variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.66 billion as of September 30, 2024. At December 31, 2023, the principal amount of the Company's outstanding debt totaled approximately $1.41 billion, of which $1.13 billion was fixed rate debt and $276.0 million was unhedged variable rate debt outstanding under the Credit Facility. The carrying amount of the properties collateralizing the notes payable totaled approximately $1.52 billion as of December 31, 2023. At September 30, 2024, the future principal payments of debt, including scheduled maturities and amortization, for years ending December 31, were as follows: (Dollars in thousands) Principal Payments October 1 through December 31, 2024 $ 8,692 2025 243,243 (1) 2026 166,914 2027 131,878 (2) 2028 50,362 2029 58,541 Thereafter 853,249 Principal amount 1,512,879 Unamortized deferred debt costs 19,997 Net $ 1,492,882 (1) Includes $188.0 million outstanding under the Credit Facility. (2) Includes $100.0 million outstanding under the Credit Facility. Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the Credit Facility. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaling $20.0 million and $19.3 million, net of accumulated amortization of $11.2 million and $10.6 million, at September 30, 2024 and December 31, 2023, respectively, 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 and nine months ended September 30, 2024 and 2023, were as follows: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Interest incurred $ 18,870 $ 17,072 $ 55,355 $ 48,852 Amortization of deferred debt costs 577 564 1,722 1,687 Capitalized interest (7,191) (5,154) (20,036) (13,768) Interest expense 12,256 12,482 37,041 36,771 Less: Interest income (43) (63) (113) (253) Interest expense, net and amortization of deferred debt costs $ 12,213 $ 12,419 $ 36,928 $ 36,518 6. Equity The consolidated statements of operations for the nine months ended September 30, 2024 and 2023, reflect noncontrolling interests of $14.8 million and $12.1 million, respectively, representing income attributable to limited partnership units not held by Saul Centers. -15- Table of Contents Notes to Consolidated Financial Statements (Unaudited) At September 30, 2024, 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 are redeemable at the Company's option, in whole or in part, at the $25.00 liquidation preference, plus accrued but unpaid dividends up to, but not including, the redemption date. The depositary shares pay an annual dividend of $1.53125 per share, equivalent to 6.125% of the $25.00 liquidation preference. The Series D Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. At September 30, 2024, 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 are redeemable at the Company's option, in whole or in part, at the $25.00 liquidation preference, plus accrued but unpaid dividends up to, but not including, the redemption date. The depositary shares pay an annual dividend of $1.50 per share, equivalent to 6.000% of the $25.00 liquidation preference. The Series E Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes in control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events. Per Share Data Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units, unvested restricted share awards, and 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 diluted, the effect of dilutive options and unvested restricted share awards, 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. Average Shares/Awards/Options Outstanding As of or for the three months ended September 30, As of or for the nine months ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Weighted average common stock outstanding-Basic 24,133 24,059 24,113 24,043 Weighted average effect of dilutive options 10 3 5 1 Weighted average effect of dilutive unvested restricted share awards 12 - 5 - Weighted average common stock outstanding-Diluted 24,155 24,062 24,123 24,044 Non-dilutive options as of period end 998 1,654 998 1,654 Years non-dilutive options were issued as of period end 2015 through 2022 2014 through 2022 2015 through 2022 2014 through 2022 7. Related Party Transactions The Chairman and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President-Chief Legal and Administrative Officer and the Executive 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, with the exception of the Executive 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% of the employee's cash compensation, subject to certain limits, were $339,200 and $332,100 for the nine months ended September 30, 2024 and 2023, respectively. All amounts contributed by employees and the Company are fully vested. -16- Table of Contents Notes to Consolidated Financial Statements (Unaudited) 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 nine months ended September 30, 2024 and 2023, the Company credited to employee accounts $186,900 and $225,500, 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 vested. The cumulative unfunded liability under this plan was $2.3 million and $3.3 million, at September 30, 2024 and December 31, 2023, respectively, and is included in accounts payable, accrued expenses and other liabilities in the Consolidated Balance Sheets. The Company and the Saul Organization are parties to a shared services agreement (the "Agreement") that provides for the sharing of certain personnel and ancillary functions such as computer hardware, software, and support services and certain direct and indirect administrative personnel. The method for determining the cost of the shared services is provided for in the Agreement and is based upon head count, estimates of usage or estimates of time incurred, as applicable. The terms of the Agreement and the payments made thereunder are deemed reasonable by management and are reviewed annually by the Audit Committee of the Board, which consists entirely of independent directors. Net billings by the Saul Organization for the Company's share of these ancillary costs and expenses for the nine months ended September 30, 2024 and 2023, which included rental expense for the Company's headquarters sublease, totaled approximately $8.7 million and $8.0 million, 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 September 30, 2024 and December 31, 2023, accounts payable, accrued expenses and other liabilities included approximately $961,900 and $1.1 million, respectively, representing amounts due to the Saul Organization for the Company's share of these ancillary costs and expenses. The Company subleases its corporate headquarters space from a member of the Saul Organization. The sublease commenced in March 2002, expires in 2027, 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 $635,500 and $651,500 for the nine months ended September 30, 2024 and 2023, respectively, and is included in general and administrative expense. 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 $257,000 and $417,000 for the nine months ended September 30, 2024 and 2023, 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 "Options Plan"), as amended. Under the Options Plan, options were granted at an exercise price not less than the market value of the common stock on the date of grant and expire ten years from the date of grant. Officer options vest ratably over four years following the grant and are charged to expense using the straight-line method over the vesting period. Director options vest immediately and are charged to expense as of the date of grant. The Options Plan was replaced with the Incentive Plan (discussed below) during May 2024. The Company uses the fair value method to value and account for stock options. The fair value of options granted is determined at the time of 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 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, the Company's yield in relation to other retail REITs and the Company's market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses. Pursuant to the Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of the Company's directors and their beneficiaries. Annually, directors are given the ability to make an election to defer all or part of their fees and have the option to have their fees paid in cash, in shares of common stock or in a combination of cash and shares of common stock upon separation from the Board. If a director elects to have their fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company's common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. During the nine months ended September 30, 2024, 7,756 shares were credited to directors' deferred fee accounts and 7,970 shares were issued. As of September 30, 2024, the directors' deferred fee accounts comprise 123,147 shares. -17- Table of Contents Notes to Consolidated Financial Statements (Unaudited) During the nine months ended September 30, 2024, stock option expense totaling $0.6 million was included in general and administrative expense in the Consolidated Statement of Operations. As of September 30, 2024, the estimated future expense related to unvested stock options was approximately $1.1 million. The table below summarizes the option activity for the nine months ended September 30, 2024: Number of Shares Weighted Average Exercise Price per share Aggregate Intrinsic Value Outstanding at January 1 1,820,000 $ 49.41 $ 1,197,380 Granted - - - Exercised (10,625) 33.79 58,244 Expired/Forfeited (626,375) 51.29 - Outstanding at September 30 1,183,000 48.55 1,512,471 Exercisable at September 30 943,250 50.64 535,135 The intrinsic value of stock options outstanding or exercisable 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. There were 10,625 options exercised during the nine months ended September 30, 2024. No options were exercised during the nine months ended September 30, 2023. At September 30, 2024, the final trading day of the 2024 third quarter, the closing share price of $41.96 was lower than the exercise price of 1.0 million outstanding options granted in 2015 through 2022. The weighted average remaining contractual life of the Company's outstanding and exercisable options is 5.2 years and 4.5 years, respectively. On May 17, 2024, following shareholder approval, the Company established the Saul Centers, Inc. 2024 Stock Incentive Plan (the "Incentive Plan"), under which various equity incentives may be granted. On May 17, 2024, the Company granted 117,000 restricted shares to officers, divided equally between time-vested and performance-based awards. The time-vested restricted share awards granted to officers will vest on an annual basis over five years. The performance-based restricted share awards will vest on the fifth anniversary of the award's grant date. The performance measurement for the performance-based awards is the Company's annual actual funds from operations compared to the annual funds from operations target established by the Board. Performance-based awards are earned on a sliding scale from 50% to 150% of the number of shares granted as the Company's actual funds from operations scales from 90% to 110% of the Board's established target, with a minimum result of 90% of the target required for the award to vest. On May 20, 2024, the Company granted 18,000 restricted shares to non-employee directors, which will vest on an annual basis over three years. The Company uses the fair value method to value and account for restricted stock grants. The fair value of restricted stock granted is determined at the time of the grant using a discounted cash flow analysis, and the following assumptions: (1) Expected Dividend Yield determined by management after considering the Company's current and historic dividend yield, the Company's yield in relation to other retail REITs and the Company's market yield at the grant date; (2) the closing price of the Company's common stock on the date of the grant; (3) estimated forfeitures; and (4) a present value discount rate equal to the Expected Dividend Yield. The Company amortizes the value of granted restricted stock ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses. For accounting purposes, (a) time-vested restricted stock awards are treated as having been granted on the date the Board authorizes the grant and (b) performance-based restricted stock awards are treated as having been granted on the date the Board establishes the performance target. Dividends on restricted share awards will accrue commencing on the grant date and will be paid when the underlying shares vest. Restricted stock awards are measured at fair value, adjusted for estimated forfeitures. The cost of restricted stock compensation is charged to expense ratably from the grant date through the vesting date and will be adjusted periodically for changes in forfeiture estimates and, for performance-based awards, the impact of revised expectations of the Company's results compared to the Board-established targets. -18- Table of Contents Notes to Consolidated Financial Statements (Unaudited) The following table summarizes the 2024 restricted share awards: Directors Officers Grant date May 20, 2024 May 17, 2024 Closing price per share $ 37.52 $ 38.10 Fair value per share 34.63 35.27 During the nine months ended September 30, 2024, restricted stock compensation expense totaled $0.3 million, which was included in general and administrative expense in the Consolidated Statement of Operations. As of September 30, 2024, the estimated future expense related to unvested restricted stock grants was approximately $3.0 million. The table below summarizes the restricted stock activity for the nine months ended September 30, 2024: Number of Shares Weighted Average Estimated Fair Value Per Share Estimated Aggregate Fair Value Outstanding at January 1 - $ - $ - Granted 88,200 35.14 3,099,032 Vested - - - Forfeited - - - Outstanding at September 30 88,200 35.14 3,099,032 Authorized future grants 46,800 During the nine months ended September 30, 2024 and 2023, the Company recognized approximately $0.9 million and $1.0 million, respectively, of stock-based compensation expense. As of September 30, 2024, estimated future stock-based compensation expense related to unvested awards under both plans is approximately $4.1 million. 9. Fair Value of Financial Instruments The carrying amount 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 2 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, would be approximately $1.12 billion and $957.9 million, respectively, compared to the principal balance of $1.32 billion and $1.13 billion at September 30, 2024 and December 31, 2023, 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. Derivatives and Hedging Activities The Company's objectives in using interest rate derivatives are to mitigate the volatility of interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses floating-to-fixed interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The change in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in accumulated other comprehensive income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Such derivatives were used to hedge the variable cash flows associated with certain variable-rate debt. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate debt. During the next twelve months, the Company estimates that approximately $0.8 million will be reclassified from other comprehensive income and reflected as a decrease to interest expense. -19- Table of Contents Notes to Consolidated Financial Statements (Unaudited) The Company carries its interest-rate swaps at fair value. The Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy with the exception of the impact of counter-party risk, which was determined using Level 3 inputs and is not significant. Derivative instruments are classified within Level 2 of the fair value hierarchy because their values are determined using third-party pricing models that contain inputs that are derived from observable market data. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measures of volatility, and correlations of such inputs. As of September 30, 2024, the fair value of the interest-rate swaps was approximately $1.3 million and is included in Other assets in the Consolidated Balance Sheets. The change in value during the period is reflected in Other Comprehensive Income in the Consolidated Statements of Comprehensive Income. The table below details the fair value and location of the interest rate swaps as of September 30, 2024 and December 31, 2023. Fair Values of Derivative Instruments (Dollars in thousands) September 30, 2024 December 31, 2023 Derivative Instrument Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate swaps Other Assets $ 1,313 Other Assets $ 2,742 The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the three and nine months ended September 30, 2024 and 2023. The Effect of Hedge Accounting on Other Comprehensive Income (OCI) Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Amount of gain (loss) recognized in OCI $ (2,851) $ 2,804 $ 388 $ 4,106 Location of gain (loss) reclassified from OCI into income Interest expense, net and amortization of deferred debt costs Interest expense, net and amortization of deferred debt costs Interest expense, net and amortization of deferred debt costs Interest expense, net and amortization of deferred debt costs Amount of (gain) loss reclassified from OCI into income $ (605) $ (593) $ (1,817) $ (1,508) 11. 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. The Company is involved in various claims and litigation matters arising in the ordinary course of business, some of which involve claims for damages. Many of these matters are covered by insurance, although they may nevertheless be subject to deductibles or retentions. Although the ultimate liability for these matters cannot be determined, based upon information currently available, management believes the resolution of such claims and litigation will not have a material adverse effect on the Company's consolidated financial statements. -20- Table of Contents Notes to Consolidated Financial Statements (Unaudited) 12. Business Segments The Company has two reportable business segments: Shopping Centers and Mixed-Use Properties. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates performance based upon income and cash flows from real estate of the combined properties in each segment. All of our properties within each segment generate similar types of revenues and expenses related to tenant rent, reimbursements and operating expenses. Although services are provided to a variety 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 2024 presentation. Financial Information By Segment (Dollars in thousands) Shopping Centers Mixed-Use Properties Corporate and Other Consolidated Totals Three Months Ended September 30, 2024 Real estate rental operations: Revenue $ 46,463 $ 20,825 $ - $ 67,288 Expenses (10,101) (7,630) - (17,731) Income from real estate 36,362 13,195 - 49,557 Interest expense, net and amortization of deferred debt costs - - (12,213) (12,213) Depreciation and amortization of deferred leasing costs (7,144) (4,928) - (12,072) General and administrative - - (5,680) (5,680) Net income (loss) $ 29,218 $ 8,267 $ (17,893) $ 19,592 Capital investment $ 4,614 $ 50,203 $ - $ 54,817 Total assets $ 907,116 $ 1,194,544 $ 11,364 $ 2,113,024 Three Months Ended September 30, 2023 Real estate rental operations: Revenue $ 44,014 $ 19,752 $ - $ 63,766 Expenses (9,945) (7,416) - (17,361) Income from real estate 34,069 12,336 - 46,405 Interest expense, net and amortization of deferred debt costs - - (12,419) (12,419) Depreciation and amortization of deferred leasing costs (7,156) (4,940) - (12,096) General and administrative - - (5,179) (5,179) Net income (loss) $ 26,913 $ 7,396 $ (17,598) $ 16,711 Capital investment $ 3,952 $ 43,949 $ - $ 47,901 Total assets $ 920,442 $ 1,016,267 $ 24,214 $ 1,960,923 -21- Table of Contents Notes to Consolidated Financial Statements (Unaudited) Financial Information By Segment (Dollars in thousands) Shopping Centers Mixed-Use Properties Corporate and Other Consolidated Totals Nine Months Ended September 30, 2024 Real estate rental operations: Revenue $ 140,161 $ 60,762 $ - $ 200,923 Expenses (31,018) (22,146) - (53,164) Income from real estate 109,143 38,616 - 147,759 Interest expense, net and amortization of deferred debt costs - - (36,928) (36,928) Depreciation and amortization of deferred leasing costs (21,302) (14,800) - (36,102) General and administrative - - (17,565) (17,565) Gain on disposition of property 181 - - 181 Net income (loss) $ 88,022 $ 23,816 $ (54,493) $ 57,345 Capital investment $ 13,403 $ 131,608 $ - $ 145,011 Total assets $ 907,116 $ 1,194,544 $ 11,364 $ 2,113,024 Nine Months Ended September 30, 2023 Real estate rental operations: Revenue $ 132,214 $ 58,310 $ - $ 190,524 Expenses (28,667) (21,424) - (50,091) Income from real estate 103,547 36,886 - 140,433 Interest expense, net and amortization of deferred debt costs - - (36,518) (36,518) Depreciation and amortization of deferred leasing costs (21,350) (14,877) - (36,227) General and administrative - - (16,125) (16,125) Net income (loss) $ 82,197 $ 22,009 $ (52,643) $ 51,563 Capital investment $ 9,840 $ 137,427 $ - $ 147,267 Total assets $ 920,442 $ 1,016,267 $ 24,214 $ 1,960,923 13. Subsequent Events The Company has reviewed all events and transactions for the period subsequent to September 30, 2024, and determined there are no subsequent events required to be disclosed. -22- Table of Contents Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes in "Item 1. Financial Statements" of this report and the more detailed information contained in the Company's Form 10-K for the year ended December 31, 2023. 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: • the ability of our tenants to pay rent; • our reliance on shopping center "anchor" tenants and other significant tenants; • our substantial relationships with members of the Saul Organization; • risks of financing, such as increases in interest rates, restrictions imposed by our debt, our ability to meet existing financial covenants and our ability to consummate planned and additional financings on acceptable terms; • our development activities; • our access to additional capital; • our ability to successfully complete additional acquisitions, developments or redevelopments, or if they are consummated, whether such acquisitions, developments or redevelopments perform as expected; • adverse trends in the retail, office and residential real estate sectors; • risks relating to cybersecurity, including disruption to our business and operations and exposure to liabilities from tenants, employees, capital providers, and other third parties; • 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; and • 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. 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, 2023), "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, 2023), and "Management's Discussion and Analysis of Financial Conditions and Results of Operations" (Part I, Item 2 of this Form 10-Q). General The following discussion is based primarily on the consolidated financial statements of the Company as of and for the three and nine months ended September 30, 2024. -23- Table of Contents Overview The Company's primary strategy is to continue to focus on diversification of its assets through development of transit-oriented, residential mixed-use projects and expansion of and additions to its grocery-anchored shopping centers in the Washington, DC metropolitan area. The Company's operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the development of pad sites, and supplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers. Including Twinbrook Quarter and Hampden House, the Company has a pipeline of entitled sites in its portfolio, some of which are currently Shopping Centers, for development of up to 3,700 apartment units and 975,000 square feet of retail and office space. All such sites are located proximate to Washington Metropolitan Area Transit Authority 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, including anchor stores such as supermarkets and drug stores. The Company has executed leases or leases under negotiation for six more pad sites. In recent years, there has been a limited amount of quality properties for sale. Management believes it will continue to be challenging to identify acquisition opportunities for investment in existing and new shopping center and mixed-use properties into the near future. 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 and closure plans. Based on our observations, we continue to adapt our marketing and merchandising strategies in ways to maximize our future performance. The Company's commercial leasing percentage, on a same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, increased to 95.7% at September 30, 2024, from 94.1% at September 30, 2023. The Company maintains a ratio of total debt to total estimated asset market value of under 50%, which allows the Company to obtain additional secured borrowings if necessary. As of September 30, 2024, including the $100.0 million hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2025 to 2041 represented approximately 87.6% of the Company's notes payable, thus mitigating refinancing risk. The Company's unhedged variable-rate debt consists of $188.0 million outstanding under the Credit Facility. The relatively low amount of variable-rate debt limits our exposure to near-term interest rate fluctuations. Our current development projects are partially funded with long-term, fixed-rate construction-to-permanent debt, which is included in our total fixed-rate debt mentioned above, which also mitigates our exposure to interest-rate fluctuations and refinance risk. Including fixed and variable rate debt, the Company's outstanding debt totaled approximately $1.51 billion with a weighted average remaining term of 8.7 years as of September 30, 2024. As of September 30, 2024, the Company has availability of approximately $172.6 million under its Credit Facility. Recent Developments The Company is developing Twinbrook Quarter Phase I ("Phase I") located in Rockville, Maryland. Phase I includes an 80,000 square foot Wegmans supermarket, approximately 25,000 square feet of small shop space, 452 apartment units and a 230,000 square foot office building. The office tower portion of Phase I is not being constructed at this time. In connection with the development of the residential and retail portions of Phase I, we must also invest in infrastructure and other items that will support both Phase I and other portions of the development of Twinbrook Quarter. Excluding imputed capitalized interest, the total cost of the project is expected to be approximately $331.5 million, of which $271.4 million is related to the development of the residential and retail portions of Phase I and $60.1 million is related to infrastructure and other items. Of the expected $331.5 million total cost, $311.3 million has been invested to date. A portion of the cost of the project is being financed by a $145.0 million construction-to-permanent loan. During the second quarter of 2023, the Company commenced drawing on the loan and, as of September 30, 2024, the outstanding balance of the loan was $122.7 million, net of unamortized deferred debt costs. Construction of the residential building is complete and Twinbrook Quarter opened and residential tenants began moving in on October 1, 2024. As of November 6, 2024, 134 residential units are leased and 88 are occupied. Of the approximately 105,000 square feet of ground floor retail, the base building is complete and 96,200 square feet (91.6%) has been leased. The leased retail space, including Wegmans, is expected to open at various times throughout 2025 as tenants complete their buildouts. The development potential of all phases of the entire 18.4 acre Twinbrook Quarter site totals 1,865 residential units, 473,000 square feet of retail space, and 431,000 square feet of office space. -24- Table of Contents The Company is developing Hampden House, a project located in downtown Bethesda, Maryland that will include up to 366 apartment units and 10,100 square feet of retail space. Excluding imputed capitalized interest, the total cost of the project is expected to be approximately $246.4 million, of which $185.2 million has been invested to date. A portion of the cost of the project is being financed by a $133.0 million construction-to-permanent loan. During the fourth quarter of 2023, the Company commenced drawing on the loan and, as of September 30, 2024, the outstanding balance of the loan was $55.8 million, net of unamortized deferred debt costs. The building structure is substantially complete and removal of the tower crane is planned for November 2024. Exterior façade installation is nearing completion with window testing underway. Permanent power was energized in September 2024. Interior unit finishes are advancing up the tower including framing and drywall installation, painting and bathroom tile installation. Delivery is expected in late 2025. Critical Accounting Policies The Company's financial statements are prepared in accordance with 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 fair market 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 amount of the real estate investment 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, to the carrying amount 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 amount is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss 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. 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. -25- Table of Contents Results of Operations Three months ended September 30, 2024 (the "2024 Quarter") compared to the three months ended September 30, 2023 (the "2023 Quarter") Net income for the 2024 Quarter increased to $19.6 million from $16.7 million for the 2023 Quarter. Significant changes in revenue and expenses are discussed below. Revenue Three Months Ended September 30, 2023 to 2024 Change (Dollars in thousands) 2024 2023 Amount Percent Base rent $ 54,332 $ 52,141 $ 2,191 4.2 % Expense recoveries 10,332 9,738 594 6.1 % Percentage rent 381 233 148 63.5 % Other property revenue 521 443 78 17.6 % Credit (losses) recoveries on operating lease receivables, net (16) (186) 170 (91.4) % Rental revenue 65,550 62,369 3,181 5.1 % Other revenue 1,738 1,397 341 24.4 % Total revenue $ 67,288 $ 63,766 $ 3,522 5.5 % Base rent includes $0.4 million and $(0.1) million for the 2024 Quarter and 2023 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $0.2 million and $0.3 million, for the 2024 Quarter and 2023 Quarter, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties. Total revenue increased 5.5% in the 2024 Quarter compared to the 2023 Quarter, as described below. Base rent. The $2.2 million increase in base rent in the 2024 Quarter compared to the 2023 Quarter is primarily attributable to (a) higher commercial base rent of $1.9 million and (b) higher residential base rent of $0.3 million. Expense recoveries. The $0.6 million increase in expense recoveries in the 2024 Quarter compared to the 2023 Quarter is primarily attributable to an increase in recoverable property operating expenses. Other revenue. The $0.3 million increase in other revenue in the 2024 Quarter compared to the 2023 Quarter is primarily attributable to higher lease termination fees. Expenses Three Months Ended September 30, 2023 to 2024 Change (Dollars in thousands) 2024 2023 Amount Percent Property operating expenses $ 10,111 $ 9,720 $ 391 4.0 % Real estate taxes 7,620 7,641 (21) (0.3) % Interest expense, net and amortization of deferred debt costs 12,213 12,419 (206) (1.7) % Depreciation and amortization of deferred leasing costs 12,072 12,096 (24) (0.2) % General and administrative 5,680 5,179 501 9.7 % Total expenses $ 47,696 $ 47,055 $ 641 1.4 % Total expenses increased 1.4% in the 2024 Quarter compared to the 2023 Quarter, as described below. Property operating expenses. The $0.4 million increase in property operating expenses in the 2024 Quarter compared to the 2023 Quarter is primarily attributable to higher repairs and maintenance expenses across the portfolio of $0.4 million. General and Administrative. General and administrative expenses increased 9.7% in the 2024 Quarter compared to the 2023 Quarter primarily due to (a) higher marketing and leasing costs for Twinbrook Quarter Phase I of $0.2 million and (b) higher stock compensation expense of $0.2 million. -26- Table of Contents Nine months ended September 30, 2024 (the "2024 Period") compared to the nine months ended September 30, 2023 (the "2023 Period") Net income for the 2024 Period increased to $57.3 million from $51.6 million for the 2023 Period. Significant changes in revenue and expenses are discussed below. Revenue Nine Months Ended September 30, 2023 to 2024 Change (Dollars in thousands) 2024 2023 Amount Percent Base rent $ 160,641 $ 155,750 $ 4,891 3.1 % Expense recoveries 30,663 27,652 3,011 10.9 % Percentage rent 1,624 1,544 80 5.2 % Other property revenue 2,146 1,413 733 51.9 % Credit (losses) recoveries on operating lease receivables, net (530) (160) (370) 231.3 % Rental revenue 194,544 186,199 8,345 4.5 % Other revenue 6,379 4,325 2,054 47.5 % Total revenue $ 200,923 $ 190,524 $ 10,399 5.5 % Base rent includes $(0.4) million and $(0.5) million for the 2024 Period and 2023 Period, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $0.7 million and $0.9 million for the 2024 Period and 2023 Period, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties. Total revenue increased 5.5% in the 2024 Period compared to the 2023 Period, as described below. Base Rent. The $4.9 million increase in base rent in the 2024 Period compared to the 2023 Period is primarily attributable to (a) higher commercial base rent of $4.0 million and (b) higher residential base rent of $0.9 million. Expense recoveries. The $3.0 million increase in expense recoveries in the 2024 Period compared to the 2023 Period is primarily attributable to an increase in recoverable property operating expenses. Other property revenue . The $0.7 million increase in other property revenue in the 2024 Period compared to the 2023 Period is primarily attributable to insurance proceeds of $0.6 million relating to lost rents because of a tenant that temporarily closed its operations. Other revenue. The $2.1 million increase in other revenue in the 2024 Period compared to the 2023 Period is primarily attributable to higher lease termination fees. Expenses Nine Months Ended September 30, 2023 to 2024 Change (Dollars in thousands) 2024 2023 Amount Percent Property operating expenses $ 30,312 $ 27,502 $ 2,810 10.2 % Real estate taxes 22,852 22,589 263 1.2 % Interest expense, net and amortization of deferred debt costs 36,928 36,518 410 1.1 % Depreciation and amortization of deferred leasing costs 36,102 36,227 (125) (0.3) % General and administrative 17,565 16,125 1,440 8.9 % Total expenses $ 143,759 $ 138,961 $ 4,798 3.5 % Total expenses increased 3.5% in the 2024 Period compared to the 2023 Period, as described below. Property Operating Expenses. Property operating expenses increased 10.2% in the 2024 Period compared to the 2023 Period primarily due to (a) higher repairs and maintenance expenses across the portfolio of $2.3 million, of which approximately $1.3 million is an increase in snow removal costs, (b) a lease termination fee paid to a tenant of $0.3 million and (c) higher utility expenses across the portfolio of $0.2 million. -27- Table of Contents Interest Expense, net and Amortization of Deferred Debt Costs. I nterest expense, net and amortization of deferred debt costs increased 1.1% in the 2024 Period compared to the 2023 Period primarily due to (a) higher interest incurred as a result of higher average outstanding debt of $6.0 million and (b) higher interest incurred as a result of higher weighted average interest rates of $0.5 million, partially offset by (c) higher capitalized interest of $6.3 million related to Twinbrook Quarter Phase I and Hampden House. General and Administrative. General and administrative expenses increased 8.9% in the 2024 Period compared to the 2023 Period primarily due to (a) higher marketing and leasing costs for Twinbrook Quarter Phase I of $0.5 million, (b) higher consulting fees of $0.4 million, (c) higher salaries and benefits of $0.2 million and (d) higher legal fees of $0.2 million. Same property revenue and same property operating income Same property revenue and same property operating income are non-GAAP financial measures of performance that management believes improve the comparability of reporting periods by excluding the results of properties that were not in operation for the entirety of the comparable reporting periods. We define same property revenue as total revenue minus the revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, (d) change in fair value of derivatives, and (e) loss on the early extinguishment of debt minus (f) gains on property dispositions and (g) the operating income of properties that were not in operation for the entirety of the comparable periods. Other REITs may use different methodologies for calculating same property revenue and same property operating income. Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs. Same property revenue and same property operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of our properties. We believe the exclusion of these items from property revenue and property operating income is useful because the resulting measures capture the actual revenue generated and actual expenses incurred by operating our properties. Same property revenue and same property operating income are measures of the operating performance of our properties but do not measure our performance as a whole. Such measures are therefore not substitutes for total revenue, net income or operating income as computed in accordance with GAAP. -28- Table of Contents The tables below provide reconciliations of total property revenue and property operating income under GAAP to same property revenue and operating income for the indicated periods. No properties were excluded from same property results. Same property revenue Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Total revenue $ 67,288 $ 63,766 $ 200,923 $ 190,524 Less: Acquisitions, dispositions and development properties - - - - Total same property revenue $ 67,288 $ 63,766 $ 200,923 $ 190,524 Shopping Centers $ 46,463 $ 44,014 $ 140,161 $ 132,214 Mixed-Use properties 20,825 19,752 60,762 58,310 Total same property revenue $ 67,288 $ 63,766 $ 200,923 $ 190,524 Total Shopping Center revenue $ 46,463 $ 44,014 $ 140,161 $ 132,214 Less: Shopping Center acquisitions, dispositions and development properties - - - - Total same Shopping Center revenue $ 46,463 $ 44,014 $ 140,161 $ 132,214 Total Mixed-Use property revenue $ 20,825 $ 19,752 $ 60,762 $ 58,310 Less: Mixed-Use acquisitions, dispositions and development properties - - - - Total same Mixed-Use revenue $ 20,825 $ 19,752 $ 60,762 $ 58,310 The $3.5 million increase in same property revenue for the 2024 Quarter compared to the 2023 Quarter was primarily due to (a) higher base rent of $2.2 million, (b) higher expense recoveries of $0.6 million and (c) higher lease termination fees of $0.6 million. The $10.4 million increase in same property revenue for the 2024 Period compared to the 2023 Period was primarily due to (a) higher base rent of $5.0 million, (b) higher expense recoveries of $3.0 million and (c) higher lease termination fees of $2.3 million. Mixed-Use same property revenue is composed of the following: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Office mixed-use properties (1) $ 10,596 $ 9,805 $ 30,411 $ 28,806 Residential mixed-use properties (residential activity) (2) 9,047 8,774 26,853 26,043 Residential mixed-use properties (retail activity) (3) 1,182 1,173 3,498 3,461 Total Mixed-Use same property revenue $ 20,825 $ 19,752 $ 60,762 $ 58,310 (1) Includes Avenel Business Park, Clarendon Center - North and South Blocks, 601 Pennsylvania Avenue and Washington Square (2) Includes Clarendon South Block, The Waycroft and Park Van Ness (3) Includes The Waycroft and Park Van Ness -29- Table of Contents Same property operating income Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Net income $ 19,592 $ 16,711 $ 57,345 $ 51,563 Add: Interest expense, net and amortization of deferred debt costs 12,213 12,419 36,928 36,518 Add: Depreciation and amortization of deferred leasing costs 12,072 12,096 36,102 36,227 Add: General and administrative 5,680 5,179 17,565 16,125 Less: Gain on disposition of property - - (181) - Property operating income 49,557 46,405 147,759 140,433 Less: Acquisitions, dispositions and development properties - - - - Total same property operating income $ 49,557 $ 46,405 $ 147,759 $ 140,433 Shopping Centers $ 36,362 $ 34,069 $ 109,143 $ 103,547 Mixed-Use properties 13,195 12,336 38,616 36,886 Total same property operating income $ 49,557 $ 46,405 $ 147,759 $ 140,433 Shopping Center operating income $ 36,362 $ 34,069 $ 109,143 $ 103,547 Less: Shopping Center acquisitions, dispositions and development properties - - - - Total same Shopping Center operating income $ 36,362 $ 34,069 $ 109,143 $ 103,547 Mixed-Use property operating income $ 13,195 $ 12,336 $ 38,616 $ 36,886 Less: Mixed-Use acquisitions, dispositions and development properties - - - - Total same Mixed-Use property operating income $ 13,195 $ 12,336 $ 38,616 $ 36,886 Same property operating income increased $3.2 million, or 6.8%, for the 2024 Quarter compared to the 2023 Quarter. Shopping Center same property operating income for the 2024 Quarter totaled $36.4 million, a $2.3 million increase from the 2023 Quarter. Shopping Center same property operating income increased primarily due to (a) higher base rent of $1.1 million, (b) higher lease termination fees of $0.5 million, and (c) higher expense recoveries, net of expenses, of $0.4 million. Mixed-Use same property operating income totaled $13.2 million, a $0.9 million increase from the 2023 Quarter. Mixed-Use same property operating income increased primarily due to (a) higher base rent of $1.1 million, partially offset by (b) lower parking income, net of expenses, of $0.3 million. Same property operating income increased $7.3 million, or 5.2%, for the 2024 Period compared to the 2023 Period. Shopping Center same property operating income for the 2024 Period totaled $109.1 million, a $5.6 million increase from the 2023 Period. Shopping Center same property operating income increased primarily due to (a) higher lease termination fees of $2.8 million and (b) higher base rent of $2.6 million. Mixed-Use same property operating income totaled $38.6 million, a $1.7 million increase from the 2023 Period. Mixed-Use same property operating income increased primarily due to (a) higher base rent of $2.4 million, partially offset by (c) lower lease termination fees of $0.5 million. -30- Table of Contents Mixed-Use same property operating income is composed of the following: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2024 2023 2024 2023 Office mixed-use properties (1) $ 6,847 $ 6,177 $ 19,644 $ 18,354 Residential mixed-use properties (residential activity) (2) 5,489 5,297 16,412 16,023 Residential mixed-use properties (retail activity) (3) 859 862 2,560 2,509 Total Mixed-Use same property operating income $ 13,195 $ 12,336 $ 38,616 $ 36,886 (1) Includes Avenel Business Park, Clarendon Center - North and South Blocks, 601 Pennsylvania Avenue and Washington Square (2) Includes Clarendon South Block, The Waycroft and Park Van Ness (3) Includes The Waycroft and Park Van Ness Liquidity and Capital Resources Cash and cash equivalents totaled $7.2 million and $6.6 million at September 30, 2024 and 2023, respectively. The Company maintains cash balances at various financial institutions and, from time to time, those balances may exceed federally insured limits. The Company has not experienced any losses on such deposits and actively monitors its banking relationships to mitigate its exposure to significant credit risk on those deposits. The Company's cash flow is affected by its operating, investing and financing activities, as described below. Nine Months Ended September 30, (Dollars in thousands) 2024 2023 Net cash provided by operating activities $ 92,448 $ 85,040 Net cash used in investing activities (145,011) (147,267) Net cash provided by financing activities 51,353 55,534 Net decrease in cash and cash equivalents $ (1,210) $ (6,693) Operating Activities Net cash provided by operating activities represents cash received primarily from rental revenue, plus other revenue, less prope...

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