Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For The Quarterly Period Ended September 30, 2017
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
 
 
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   x     NO   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). YES    x     NO   o
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
 
o
Accelerated filer
 
x
 
 
 
 
Non-accelerated filer
 
o
(Do not check if a smaller reporting company)
 
 
 
 
 
 
 
 
 
 
 
Smaller reporting company
 
o
 
 
 
 
 
 
 
 
 
Emerging growth company
 
o
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   o     NO   x
Number of shares of common stock, par value $0.01 per share outstanding as of October 31, 2017 : 21.9 million .
 

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Table of Contents

SAUL CENTERS, INC.
Table of Contents
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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PART I. FINANCIAL INFORMATION
Item 1.    Financial Statements
Basis of Presentation
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 Saul Centers, Inc. 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 Saul Centers, Inc. for the year ended December 31, 2016 , which are included in its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.


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Saul Centers, Inc.

CONSOLIDATED BALANCE SHEETS
 
(Dollars in thousands, except per share amounts)
September 30,
2017
 
December 31,
2016
 
(Unaudited)
 
 
Assets
 
 
 
Real estate investments
 
 
 
Land
$
450,256

 
$
422,546

Buildings and equipment
1,257,886

 
1,214,697

Construction in progress
80,163

 
63,570

 
1,788,305

 
1,700,813

Accumulated depreciation
(478,284
)
 
(458,279
)
 
1,310,021

 
1,242,534

Cash and cash equivalents
9,385

 
8,322

Accounts receivable and accrued income, net
55,619

 
52,774

Deferred leasing costs, net
27,679

 
25,983

Prepaid expenses, net
8,901

 
5,057

Other assets
12,123

 
8,355

Total assets
$
1,423,728

 
$
1,343,025

Liabilities
 
 
 
Notes payable
$
873,538

 
$
783,400

Revolving credit facility payable
88,608

 
48,217

Construction loan payable
—

 
68,672

Dividends and distributions payable
18,143

 
17,953

Accounts payable, accrued expenses and other liabilities
24,267

 
20,838

Deferred income
31,040

 
30,696

Total liabilities
1,035,596

 
969,776

Equity
 
 
 
Preferred stock, 1,000,000 shares authorized:
 
 
 
Series C Cumulative Redeemable, 72,000 shares issued and outstanding
180,000

 
180,000

Common stock, $0.01 par value, 40,000,000 shares authorized, 21,985,890 and 21,704,359 shares issued and outstanding, respectively
220

 
217

Additional paid-in capital
344,820

 
328,171

Accumulated deficit
(194,659
)
 
(188,584
)
Accumulated other comprehensive loss
(925
)
 
(1,299
)
Total Saul Centers, Inc. equity
329,456

 
318,505

Noncontrolling interest
58,676

 
54,744

Total equity
388,132

 
373,249

Total liabilities and equity
$
1,423,728

 
$
1,343,025

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
(Dollars in thousands, except per share amounts)
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2017
 
2016
 
2017
 
2016
Revenue
 
 
 
 
 
 
 
Base rent
$
45,385

 
$
43,151

 
$
135,436

 
$
128,338

Expense recoveries
9,447

 
8,561

 
26,378

 
26,011

Percentage rent
67

 
57

 
968

 
1,016

Other
1,338

 
1,464

 
7,828

 
7,504

Total revenue
56,237

 
53,233

 
170,610

 
162,869

Operating expenses
 
 
 
 
 
 
 
Property operating expenses
7,418

 
6,685

 
20,543

 
20,740

Provision for credit losses
52

 
391

 
602

 
1,207

Real estate taxes
6,834

 
6,195

 
20,124

 
18,266

Interest expense and amortization of deferred debt costs
11,821

 
11,524

 
35,585

 
34,268

Depreciation and amortization of deferred leasing costs
11,363

 
11,626

 
34,396

 
33,478

General and administrative
4,363

 
4,033

 
13,178

 
12,500

Acquisition related costs
—

 
57

 
—

 
57

Total operating expenses
41,851

 
40,511

 
124,428

 
120,516

Operating income
14,386

 
12,722

 
46,182

 
42,353

Change in fair value of derivatives
(1
)
 
1

 
(2
)
 
(9
)
Net Income
14,385

 
12,723

 
46,180

 
42,344

Noncontrolling interests
 
 
 
 
 
 
 
Income attributable to noncontrolling interests
(2,902
)
 
(2,484
)
 
(9,483
)
 
(8,530
)
Net income attributable to Saul Centers, Inc.
11,483

 
10,239

 
36,697

 
33,814

Preferred stock dividends
(3,093
)
 
(3,093
)
 
(9,281
)
 
(9,281
)
Net income attributable to common stockholders
$
8,390

 
$
7,146

 
$
27,416

 
$
24,533

Per share net income attributable to common stockholders
 
 
 
 
 
 
 
Basic and diluted
$
0.38

 
$
0.33

 
$
1.25

 
$
1.14

Dividends declared per common share outstanding
$
0.51

 
$
0.47

 
$
1.53

 
$
1.41

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(Dollars in thousands)
2017
 
2016
 
2017
 
2016
Net income
$
14,385

 
$
12,723

 
$
46,180

 
$
42,344

Other comprehensive income
 
 
 
 
 
 
 
Change in unrealized loss on cash flow hedge
171

 
431

 
503

 
(383
)
Total comprehensive income
14,556

 
13,154

 
46,683

 
41,961

Comprehensive income attributable to noncontrolling interests
(2,946
)
 
(2,596
)
 
(9,612
)
 
(8,432
)
Total comprehensive income attributable to Saul Centers, Inc.
11,610

 
10,558

 
37,071

 
33,529

Preferred stock dividends
(3,093
)
 
(3,093
)
 
(9,281
)
 
(9,281
)
Total comprehensive income attributable to common stockholders
$
8,517

 
$
7,465

 
$
27,790

 
$
24,248

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)  
(Dollars in thousands, except per share amounts)
Preferred
Stock
 
Common
Stock
 
Additional Paid-in
Capital
 
Accumulated
Deficit
 
Accumulated
Other Comprehensive
(Loss)
 
Total Saul
Centers, Inc.
 
Noncontrolling
Interest
 
Total
Balance, December 31, 2016
$
180,000

 
$
217

 
$
328,171

 
$
(188,584
)
 
$
(1,299
)
 
$
318,505

 
$
54,744

 
$
373,249

Issuance of common stock:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
183,020 shares pursuant to dividend reinvestment plan
—

 
2

 
10,825

 
—

 
—

 
10,827

 
—

 
10,827

98,511 shares due to exercise of stock options and issuance of directors’ deferred stock
—

 
1

 
5,824

 
—

 
—

 
5,825

 
—

 
5,825

Issuance of 95,755 partnership units pursuant to dividend reinvestment plan
—

 
—

 
—

 
—

 
—

 
—

 
5,798

 
5,798

Net income
—

 
—

 
—

 
36,697

 
—

 
36,697

 
9,483

 
46,180

Change in unrealized loss on cash flow hedge
—

 
—

 
—

 
—

 
374

 
374

 
129

 
503

Series C preferred stock distributions
—

 
—

 
—

 
(6,188
)
 
—

 
(6,188
)
 
—

 
(6,188
)
Common stock distributions
—

 
—

 
—

 
(22,279
)
 
—

 
(22,279
)
 
(7,640
)
 
(29,919
)
Distributions payable on Series C preferred stock ($42.97/share)
—

 
—

 
—

 
(3,094
)
 
—

 
(3,094
)
 
—

 
(3,094
)
Distributions payable common stock ($0.51/share) and distributions payable partnership units ($0.51/unit)
—

 
—

 
—

 
(11,211
)
 
—

 
(11,211
)
 
(3,838
)
 
(15,049
)
Balance, September 30, 2017
$
180,000

 
$
220

 
$
344,820

 
$
(194,659
)
 
$
(925
)
 
$
329,456

 
$
58,676

 
$
388,132

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

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Saul Centers, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Nine months ended September 30,
(Dollars in thousands)
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
46,180

 
$
42,344

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Change in fair value of derivatives
2

 
9

Depreciation and amortization of deferred leasing costs
34,396

 
33,478

Amortization of deferred debt costs
1,043

 
1,003

Non cash compensation costs of stock grants and options
1,349

 
1,282

Provision for credit losses
602

 
1,207

Decrease in accounts receivable and accrued income
(2,901
)
 
(3,018
)
Additions to deferred leasing costs
(3,654
)
 
(3,721
)
Decrease in prepaid expenses
(3,947
)
 
(3,922
)
Increase in other assets
(817
)
 
(1,358
)
Increase in accounts payable, accrued expenses and other liabilities
2,991

 
3,294

Decrease in deferred income
(801
)
 
(247
)
Net cash provided by operating activities
74,443

 
70,351

Cash flows from investing activities:
 
 
 
Acquisitions of real estate investments
(79,499
)
 
(10,341
)
Additions to real estate investments
(12,389
)
 
(11,271
)
Additions to development and redevelopment projects
(14,286
)
 
(23,073
)
Proceeds from sale of property (1)
6,688

 
—

Net cash used in investing activities
(99,486
)
 
(44,685
)
Cash flows from financing activities:
 
 
 
Proceeds from notes payable
40,000

 
—

Repayments on notes payable
(20,303
)
 
(18,359
)
Proceeds from revolving credit facility
55,000

 
32,000

Repayments on revolving credit facility
(15,000
)
 
(37,000
)
Proceeds from construction loan
1,437

 
23,126

Additions to deferred debt costs
(2,069
)
 
—

Proceeds from the issuance of:
 
 
 
Common stock
15,303

 
17,898

Partnership units
5,798

 
5,144

Distributions to:
 
 
 
Series C preferred stockholders
(9,281
)
 
(9,281
)
Common stockholders
(33,350
)
 
(29,306
)
Noncontrolling interests
(11,429
)
 
(10,055
)
Net cash provided by (used in) financing activities
26,106

 
(25,833
)
Net increase (decrease) in cash and cash equivalents
1,063

 
(167
)
Cash and cash equivalents, beginning of period
8,322

 
10,003

Cash and cash equivalents, end of period
$
9,385

 
$
9,836

Supplemental disclosure of cash flow information:
 
 
 
Cash paid for interest
$
36,889

 
$
34,835

Increase (decrease) in accrued real estate investments and development costs
$
992

 
$
(6,351
)

(1) Proceeds from sale of property excludes $1,275 of seller financing in connection with the sale of the Company's Great Eastern property.

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Notes to Consolidated Financial Statements (Unaudited)


 
1.
Organization, Formation and Structure
Saul Centers, Inc. (“Saul Centers”) was incorporated under the Maryland General Corporation Law on June 10, 1993, and operates as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The Company is required to annually distribute at least 90% of its REIT taxable income (excluding net capital gains) to its stockholders and meet certain organizational and other requirements. Saul Centers has made and intends to continue to make regular quarterly distributions to its stockholders. Saul Centers, together with its wholly-owned subsidiaries and the limited partnerships of which Saul Centers or one of its subsidiaries is the sole general partner, are referred to collectively as the “Company.” B. Francis Saul II serves as Chairman of the Board of Directors and Chief Executive Officer of Saul Centers.
Saul Centers was formed to continue and expand the shopping center business previously owned and conducted by the B. F. Saul Real Estate Investment Trust, the B. F. Saul Company and certain other affiliated entities, each of which is controlled by B. Francis Saul II and his family members (collectively, the “Saul Organization”). On August 26, 1993, members of the Saul Organization transferred to Saul Holdings Limited Partnership, a newly formed Maryland limited partnership (the “Operating Partnership”), and two newly formed subsidiary limited partnerships (the “Subsidiary Partnerships,” and, collectively with the Operating Partnership, the “Partnerships”), shopping center and mixed-use properties and the management functions related to the transferred properties. Since its formation, the Company has developed and purchased additional properties.
The following table lists the significant properties acquired, in development and disposed since December 31, 2015.
Name of Property
Location
 
Type
 
Year of Acquisition/ Development/Disposition
Acquisitions
 
 
 
 
 
700 N. Glebe Road
Arlington, VA
 
Development
 
2016
Burtonsville Town Square
Burtonsville, MD
 
Shopping Center
 
2017
Developments
 
 
 
 
 
Park Van Ness
Washington, DC
 
Mixed-Use
 
2013-2016
750 N. Glebe Road
Arlington, VA
 
Mixed-Use
 
2017
Dispositions
 
 
 
 
 
Crosstown Business Center
Tulsa, OK
 
Mixed-Use
 
2016
Great Eastern
District Heights, MD
 
Shopping Center
 
2017
As of September 30, 2017 , the Company’s properties (the “Current Portfolio Properties”) consisted of 49 shopping center properties (the “Shopping Centers”), six mixed-use properties, which are comprised of office, retail and multi-family residential uses (the “Mixed-Use Properties”) and three (non-operating) development properties.
 
2.
Summary of Significant Accounting Policies
Nature of Operations
The Company, which conducts all of its activities through its subsidiaries, the Operating Partnership and Subsidiary Partnerships, engages in the ownership, operation, management, leasing, acquisition, renovation, expansion, development and financing of community and neighborhood shopping centers and mixed-use properties, primarily in the Washington, DC/Baltimore metropolitan area.
Because the properties are located primarily in the Washington, DC/Baltimore metropolitan area, the Company is subject to a concentration of credit risk related to these properties. A majority of the Shopping Centers are anchored by one or more major tenants. As of September 30, 2017 , 32 of the Shopping Centers were anchored by a grocery store and offer primarily day-to-day necessities and services. Excluding the impact of a $3.6 million termination fee from Albertson's/Safeway, two tenants individually accounted for 2.5% or more of the Company’s total revenue for the nine months ended September 30, 2017 . Giant Food, a tenant at ten Shopping Centers and Capital One, a tenant at 18 properties, individually accounted for 4.6% and 2.8% , respectively, of the Company's total revenue for the nine months ended September 30, 2017 .

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Notes to Consolidated Financial Statements (Unaudited)


Principles of Consolidation
The accompanying consolidated financial statements of the Company include the accounts of Saul Centers and its subsidiaries, including the Operating Partnership and Subsidiary Partnerships, which are majority owned by Saul Centers. All significant intercompany balances and transactions have been eliminated in consolidation.
The Operating Partnership is a variable interest entity ("VIE") of the Company 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 the activities of the Operating Partnership and the rights to absorb 74.3% of the net income of the Operating Partnership. Because the Operating Partnership was previously consolidated into the financial statements of the Company, classification of it as a VIE had no impact on the consolidated financial statements of the Company.
Basis of Presentation
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 Saul Centers, Inc. 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 Saul Centers, Inc. for the year ended December 31, 2016 , which are included in its Annual Report on Form 10-K. The results of operations for interim periods are not necessarily indicative of results to be expected for the year.
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. Actual results could differ from those estimates.
Accounts Receivable, Accrued Income and Allowance for Doubtful Accounts
Accounts receivable primarily represent amounts currently due from tenants in accordance with the terms of the respective leases. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. Accounts receivable in the accompanying financial statements are shown net of an allowance for doubtful accounts of approximately $0.3 million and $2.0 million at September 30, 2017 and December 31, 2016 , respectively.
In addition to rents due currently, accounts receivable includes approximately $44.0 million and $43.1 million , at September 30, 2017 and December 31, 2016 , respectively, net of allowance for doubtful accounts totaling $0.1 million and $0.5 million , respectively, representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases.
Assets Held for Sale
The Company considers properties to be assets held for sale when all of the following criteria are met:
•
management commits to a plan to sell a property;
•
it is unlikely that the disposal plan will be significantly modified or discontinued;
•
the property is available for immediate sale in its present condition;
•
actions required to complete the sale of the property have been initiated;
•
sale of the property is probable and the Company expects the completed sale will occur within one year; and
•
the property is actively being marketed for sale at a price that is reasonable given its current market value.
The Company must make a determination as to the point in time that it is probable that a sale will be consummated, which generally occurs when an executed sales contract has no contingencies and the prospective buyer has significant funds at risk to ensure performance. Upon designation as an asset held for sale, the Company records the carrying value of each property at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and ceases depreciation. As of September 30, 2017 , the Company had no assets designated as held-for-sale.

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Notes to Consolidated Financial Statements (Unaudited)


Cash and Cash Equivalents
Cash and cash equivalents include short-term investments. Short-term investments include money market accounts and other investments which generally mature within three months, measured from the acquisition date, and/or are readily convertible to cash.
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, 2017 and December 31, 2016 , is composed of the following:
(in thousands)
 
September 30, 2017
 
December 31, 2016
Glebe Road
 
$
73,514

 
$
58,147

Other
 
6,649

 
5,423

Total
 
$
80,163

 
$
63,570

Deferred Debt Costs
Deferred debt costs consist of fees and costs incurred to obtain long-term financing, construction financing and the revolving line of credit. These fees and costs are being amortized on a straight-line basis over the terms of the respective loans or agreements, which approximates the effective interest method. Deferred debt costs totaled $6.8 million and $ 7.5 million , net of accumulated amortization of $8.3 million and $7.3 million , at September 30, 2017 and December 31, 2016 , respectively, and are reflected as a reduction of the related debt in the Consolidated Balance Sheets. At September 30, 2017, deferred debt costs totaling $1.7 million , related to the Glebe Road construction loan, which has no outstanding balance, are included in Other Assets in the Consolidated Balance Sheet.
Deferred Income
Deferred income consists of payments received from tenants prior to the time they are earned and recognized by the Company as revenue, including tenant prepayment of rent for future periods, real estate taxes when the taxing jurisdiction has a fiscal year differing from the calendar year, reimbursements specified in the lease agreement and tenant construction work provided by the Company. In addition, deferred income includes the fair value of certain below market leases.
Deferred Leasing Costs
Deferred leasing costs consist of commissions paid to third-party leasing agents, internal direct costs such as employee compensation and payroll-related fringe benefits directly related to time spent performing leasing-related activities for successful commercial leases, amounts attributed to in-place leases associated with acquired properties and lease inducement costs. Leasing related activities include evaluating the prospective tenant’s financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing the transaction. Unamortized deferred leasing costs are charged to expense if the applicable lease is terminated prior to expiration of the initial lease term. Deferred leasing costs are amortized over the term of the lease or remaining term of acquired leases. Collectively, deferred leasing costs totaled $27.7 million and $26.0 million , net of accumulated amortization of $34.0 million and $30.4 million , as of September 30, 2017 and December 31, 2016 , respectively. Amortization expense, included in depreciation and amortization of deferred leasing costs in the consolidated statements of operations, totaled $4.1 million and $4.4 million for the nine months ended September 30, 2017 and 2016 , respectively.
Derivative Financial Instruments
The Company may, when appropriate, employ derivative instruments, such as interest-rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivative or other financial instruments for trading or speculative purposes. Derivative financial instruments are carried at fair value as either assets or liabilities in the consolidated balance sheets. For those derivative instruments that qualify and are designated as hedging instruments, the Company designates the hedging instrument, based upon the exposure being hedged, as a fair value hedge or a cash flow hedge. For those derivative instruments that qualify and are designated as hedging instruments, the effective portion of the gain or loss on the hedge instruments is reported as a component of accumulated other comprehensive income (loss) and recognized in earnings within

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Notes to Consolidated Financial Statements (Unaudited)


the same line item associated with the forecasted transaction in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a derivative instrument is immediately recognized in earnings. For derivative instruments that do not qualify, or that qualify and are not designated, as hedging instruments, changes in fair value are immediately recognized in earnings.
Derivative financial instruments expose us to credit risk in the event of non-performance by the counterparties under the terms of the derivative instrument. The Company minimizes its credit risk on these transactions by dealing with major, creditworthy financial institutions as determined by management, and therefore, it believes that the likelihood of realizing losses from counterparty non-performance is remote.
Income Taxes
The Company made an election to be treated, and intends to continue operating so as to qualify, as a REIT under the Code, commencing with its taxable year ended December 31, 1993. A REIT generally will not be subject to federal income taxation, provided that distributions to its stockholders equal or exceed its REIT taxable income and it complies with certain other requirements. Therefore, no provision has been made for federal income taxes in the accompanying consolidated financial statements.
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 such matters will not have a material adverse effect on its financial position or results of operations. Upon determination that a loss is probable to occur and can be reasonably estimated, 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.

Postemployment Benefits
From time to time, the Company may enter into an arrangement with an employee at the time of the employee’s separation from service whereby the employee will receive certain payments in exchange for certain releases, covenants not to compete, or other promises. If no future services are required in order for the employee to receive the payments, the Company estimates the amount of payments to be made over the life of the arrangement and records that amount as an expense as of the date of the arrangement with a corresponding liability representing the amount to be paid in the future.
Predevelopment Expenses
Predevelopment expenses represent certain costs incurred by the Company in connection with active development and redevelopment projects and include, for example, costs related to the early termination of tenant leases and demolition of existing structures.
Real Estate Investment Properties
The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their relative fair values. The fair value of buildings generally is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates and considers the present value of all cash flows expected to be generated by the property including an initial lease up period. From time to time the Company may purchase a property for future development purposes. The Company determines the fair value of above and below market intangibles associated with in-place leases by assessing the net effective rent and remaining term of the lease relative to market terms for similar leases at acquisition taking into consideration the remaining contractual lease period, renewal periods, and the likelihood of the tenant exercising its renewal options. The fair value of below market lease intangibles is recorded as deferred income and accreted as additional revenue over the remaining contractual lease period and any renewal option periods included in the valuation analysis. The fair value of above market lease intangibles is recorded as a deferred asset and amortized as a reduction of revenue over the remaining contractual lease term. The Company determines the fair value of at-market in-place leases considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period and carrying costs associated with the lease-up period. Intangible assets associated with at-market in-place leases are amortized as additional expense over the remaining contractual lease term. To the extent customer relationship intangibles are present in an acquisition, the fair values of the intangibles are amortized over the lives of the customer relationships. The Company has never recorded a customer

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


relationship intangible asset. Effective with the adoption of ASU 2017-01 in January 2017, acquisition-related transaction costs are generally capitalized to the basis of the acquired asset.
If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the Company compares the projected cash flows of the property over its remaining useful life, on an undiscounted basis, to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, the Company would recognize an impairment loss equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The 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. The Company did not recognize an impairment loss on any of its real estate during the nine months ended September 30, 2017 and 2016 .
Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under development and construction. Upon substantial completion of construction and the placement of the assets into service, rental income, real estate tax expense, property operating expenses (consisting of payroll, repairs and maintenance, utilities, insurance and other property related expenses) and depreciation are included in current operations and capitalization of interest ceases. Property operating expenses are charged to operations as incurred. Interest capitalized totaled $2.5 million and $1.8 million for the nine months ended September 30, 2017 and 2016 , respectively. Commercial development projects are considered substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Multi-family residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects.
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 $30.3 million and $29.0 million for the nine months ended September 30, 2017 and 2016 , respectively. Repairs and maintenance expense totaled $8.5 million and $9.2 million for the nine months ended September 30, 2017 and 2016 , respectively, and is included in property operating expenses in the Consolidated Statements of Operations.
Revenue Recognition
Rental and interest income are accrued as earned. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs, and are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue (“percentage rent”) is accrued when a tenant reports sales that exceed a breakpoint specified in the lease agreement.
Stock-based Employee Compensation, Stock Plan and Deferred Compensation Plan for Directors
The Company uses the fair value method to value and account for employee stock options. The fair value of options granted is determined at the time of each award using the Black-Scholes model, a widely used method for valuing stock-based employee compensation, and the following assumptions: (1) Expected Volatility determined using the most recent trading history of the Company’s common stock (month-end closing prices) corresponding to the average expected term of the options; (2) Average Expected Term of the options is based on prior exercise history, scheduled vesting and the expiration date; (3) Expected Dividend Yield determined by management after considering the Company’s current and historic dividend yield rates, the Company’s yield in relation to other retail REITs and the Company’s market yield at the grant date; and (4) a Risk-free Interest Rate based upon the market yields of US Treasury obligations with maturities corresponding to the average expected term of the options at the grant date. The Company amortizes the value of options granted ratably over the vesting period and includes the amounts as compensation expense in general and administrative expenses.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


The Company has a stock plan, which was originally approved in 2004, amended in 2008 and 2013 and which expires in 2023, for the purpose of attracting and retaining executive officers, directors and other key personnel (the “Stock Plan”). Pursuant to the Stock Plan, the Compensation Committee established a Deferred Compensation Plan for Directors for the benefit of its directors and their beneficiaries, which replaced a previous Deferred Compensation and Stock Plan for Directors. A director may make an annual election to defer all or part of his or her director’s fees and has the option to have the 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 the director elects to have fees paid in stock, fees earned during a calendar quarter are aggregated and divided by the closing market price of the Company’s common stock on the first trading day of the following quarter to determine the number of shares to be credited to the director. As of September 30, 2017 , the director's deferred fee accounts comprise 181,899 shares.
The Compensation Committee has also approved an annual award of shares of the Company’s common stock as additional compensation to each director serving on the Board of Directors as of the record date for the Annual Meeting of Stockholders. The shares are awarded as of each Annual Meeting of Stockholders, and their issuance may not be deferred.
Noncontrolling Interests
Saul Centers is the sole general partner of the Operating Partnership, owning a 74.3% common interest as of September 30, 2017 . Noncontrolling interests in the Operating Partnership is comprised of limited partnership units owned by the Saul Organization. Noncontrolling interests reflected on the accompanying consolidated balance sheets is increased for earnings allocated to limited partnership interests and distributions reinvested in additional units, and is decreased for limited partner distributions. Noncontrolling interests reflected on the consolidated statements of operations represents earnings allocated to limited partnership interests.
Per Share Data
Per share data for net income (basic and diluted) is computed using weighted average shares of common stock. Convertible limited partnership units and employee stock options are the Company’s potentially dilutive securities. For all periods presented, the convertible limited partnership units are non-dilutive. The following table sets forth, for the indicated periods, weighted averages of the number of common shares outstanding, basic and dilutive, the effect of dilutive options and the number of options which are not dilutive because the average price of the Company's common stock was less than the exercise prices. The treasury stock method was used to measure the effect of the dilution.
 
As of or for the three months ended September 30,
 
As of or for the nine months ended September 30,
(In thousands)
2017
 
2016
 
2017
 
2016
Weighted average common stock outstanding-Basic
21,942

 
21,597

 
21,844

 
21,448

Effect of dilutive options
86

 
182

 
105

 
96

Weighted average common stock outstanding-Diluted
22,028

 
21,779

 
21,949

 
21,544

Non-dilutive options
—

 
—

 
—

 
172

Years non-dilutive options were issued
 
 
 
 
 
 
2007, 2015, and 2016


Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2014-09, “Revenue from Contracts with Customers” and subsequently issued several related ASUs (collectively
“ASU 2014-09”). ASU 2014-09 will replace most existing revenue recognition guidance and will require an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.
ASU 2014-09 is effective for annual periods beginning after December 15, 2017, and interim periods within those years and early adoption is not permitted. ASU 2014-09 must be applied retrospectively by either restating prior periods or by recognizing the cumulative effect as of the first date of application. We believe that the adoption of ASU 2014-09 will not have a material impact on our consolidated financial statements because the majority of our revenue is not within the scope of the guidance; however, we continue to evaluate that assessment. We have not yet selected a transition method.
In February 2016, the FASB issued ASU 2016-02, ‘‘Leases’’ (“ASU 2016-02”). ASU 2016-02 amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, interim periods within those years, and requires a modified retrospective transition approach for all leases existing at the

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


date of initial application, with an option to use certain practical expedients for those existing leases. We are evaluating the impact that ASU 2016-02 will have on our consolidated financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, "Compensation-Stock Compensation" ("ASU 2016-09"). ASU 2016-09 simplifies the accounting for several aspects of share-based payments including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those years. The transition method varies based on the specific amendment. The adoption of ASU 2016-09 effective January 1, 2017, did not have a material impact on the Company's consolidated financial statements and related disclosures.
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses" ("ASU 2016-13"). ASU 2016-13 replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of information to support credit loss estimates. ASU 2016-13 is effective for annual periods beginning after December 15, 2019, including interim periods within those years. We are evaluating the impact that
ASU 2016-13 will have on our consolidated financial statements and related disclosures.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230) - Restricted Cash”
(“ASU 2016-18”). ASU 2016-18 requires that the Statement of Cash Flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. We are currently evaluating the impact ASU 2016-18 will have on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" ("ASU 2017-01").  ASU 2017-01 provides that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. ASU 2017-01 is effective prospectively for annual periods beginning after December 15, 2017, and interim periods within those years. Early application is permitted for transactions for which the acquisition date occurs before the effective date provided the transaction has not been reported in the financial statements. The Company adopted ASU 2017-01 effective January 1, 2017, the effect of which, for asset acquisitions, was (a) the capitalization of acquisition costs, instead of expense, and (b) recordation of acquired assets and assumed liabilities at relative fair value, instead of fair value. 
Reclassifications
Certain reclassifications have been made to the prior year financial statements to conform to the presentation used for the nine months ended September 30, 2017 .

3.
Real Estate Acquired and Sold
700 N. Glebe Road
In August 2016 , the Company purchased for $7.2 million , including acquisition costs, 700 N. Glebe Road in Arlington, Virginia . The property is contiguous with three other properties owned by the Company.
Thruway Pad
In August 2016 , the Company purchased for $3.1 million , a retail pad site with an occupied bank building in
Winston Salem, North Carolina , and incurred acquisition costs of $60,400 . The property is contiguous with and an expansion of the Company's Thruway asset.
Beacon Center
In November 2016, the Company purchased for $22.5 million the land underlying Beacon Center. The land was previously leased by the Company with an annual rent of approximately $60,000 . The purchase price was funded in part by an $11.25 million increase to the existing mortgage collateralized by Beacon Center and in part by the revolving credit facility.
Southdale
In November 2016, the Company purchased for $15.0 million the land underlying Southdale. The land was previously leased by the Company with an annual rent of approximately $60,000 . The purchase price was funded by the revolving credit facility.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


Burtonsville Town Square
In January 2017 , the Company purchased for $76.4 million , including acquisition costs, Burtonsville Town Square located in Burtonsville, Maryland .
Olney Shopping Center
In March 2017, the Company purchased for $3.0 million the land underlying Olney Shopping Center. The land was previously leased by the Company with an annual rent of approximately $56,000 . The purchase price was funded by the revolving credit facility.
Crosstown Business Center
In December 2016, the Company sold for $5.4 million the 197,100 square foot Crosstown Business Center located in Tulsa, Oklahoma and recognized a $1.0 million gain.
Great Eastern Shopping Center
In September 2017, the Company sold for $8.5 million the 255,400 square foot Great Eastern Shopping Center located in District Heights, Maryland. The Company provided $1.28 million second trust financing to the buyer, which bears interest at a fixed rate of 6% , matures in March 2018 and can be extended for six months at the option of the buyer. A $0.5 million gain realized on the sale was deferred and will be recognized when the loan is repaid by the buyer.
Allocation of Purchase Price of Real Estate Acquired
The Company allocates the purchase price of real estate investment properties to various components, such as land, buildings and intangibles related to in-place leases and customer relationships, based on their relative fair values or fair values. See Note 2. Summary of Significant Accounting Policies-Real Estate Investment Properties.
During 2016, the Company purchased two properties at a cost of $10.3 million and incurred acquisition costs of $60,400 . Of the total purchase price, $9.4 million was allocated to land, $0.9 million was allocated to buildings, $0.1 million was allocated to in-place leases and ($0.1) million was allocated to below market rent.
During 2017, the Company purchased one property at a cost of $76.4 million , including acquisition costs. Of the total purchase price, $45.8 million was allocated to building, $28.4 million was allocated to land, $0.6 million was allocated to above-market leases, $2.2 million was allocated to in-place leases and $(0.6) million was allocated to below market rent.

4.
Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating Partnership
As of September 30, 2017 , the Saul Organization holds a 25.7% limited partnership interest in the Operating Partnership represented by approximately 7.5 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 Saul Centers, Inc. Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of September 30, 2017 , approximately 750,000 units were convertible into shares of Saul Centers common stock.
The impact of the Saul Organization’s approximately 25.7% limited partnership interest in the Operating Partnership is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Fully converted partnership units and diluted weighted average common stock outstanding for the three months ended September 30, 2017 and 2016 , were approximately 29.5 million and 29.2 million , respectively, and for the nine months ended September 30, 2017 and 2016 , were approximately 29.4 million and 28.9 million , respectively.

5.
Notes Payable, Revolving Credit Facility, Interest and Amortization of Deferred Debt Costs
The principal amount of the Company’s outstanding debt totaled approximately $968.9 million at September 30, 2017 , of which approximately $865.7 million was fixed-rate debt and approximately $103.2 million was variable rate debt, including
$89.0 million outstanding on the Company's unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled approximately $1.0 billion as of September 30, 2017 .
At September 30, 2017 , the Company had a $275.0 million unsecured revolving credit facility, which can be used for working capital, property acquisitions, development projects or letters of credit. The revolving credit facility matures on June 23, 2018 , and may be extended by the Company for one additional year subject to the Company’s satisfaction of certain conditions. Saul Centers and certain consolidated subsidiaries of the Operating Partnership have guaranteed the payment

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


obligations of the Operating Partnership under the revolving credit facility. Letters of credit may be issued under the revolving credit facility. On September 30, 2017 , based on the value of the Company’s unencumbered properties, approximately $185.8 million was available under the line, $89.0 million was outstanding and approximately $185,000 was committed for letters of credit. The interest rate under the facility is variable and equals the sum of one-month LIBOR and a margin that is based on the Company’s leverage ratio, and which can range from 145 basis points to 200 basis points. As of September 30, 2017 , the margin was 145 basis points.
Effective September 1, 2017 , the Company's $71.6 million construction-to-permanent loan, which is fully drawn and secured by Park Van Ness, converted to permanent financing. The loan matures in 2032 , bears interest at a fixed rate of 4.88% , requires monthly principal and interest payments of $413,460 based on a 25 -year amortization schedule and requires a final payment of $39.6 million at maturity.
On January 18, 2017 , the Company closed on a 15 -year, non-recourse $40.0 million mortgage loan secured by Burtonsville Town Square. The loan matures in 2032 , bears interest at a fixed rate of 3.39% , requires monthly principal and interest payments of $197,900 based on a 25 -year amortization schedule and requires a final payment of $20.3 million at maturity.
On August 14, 2017, the Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially fund the Glebe Road development project. The loan matures in 2035, bears interest at a fixed rate of 4.67% , requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the fourth quarter of 2021, and thereafter, monthly principal and interest payments of $887,900 based on a 25 -year amortization schedule will be required.
Saul Centers is a guarantor of the revolving credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Metro Pike Center bank loan (approximately $7.8 million of the $14.2 million outstanding balance at September 30, 2017 ) and (b) a portion of the Park Van Ness loan (approximately $53.7 million of the $71.6 million outstanding balance at September 30, 2017 ), which guarantee, subject to the achievement of certain leasing and cash flow levels, may be reduced and eventually eliminated. The fixed-rate notes payable are all non-recourse.
At December 31, 2016 , the principal amount of the Company’s outstanding debt totaled approximately $907.8 million , of which $844.3 million was fixed rate debt and $63.5 million was variable rate debt, including $49.0 million outstanding on the Company’s unsecured revolving credit facility. The carrying value of the properties collateralizing the notes payable totaled $957.2 million as of December 31, 2016 .
At September 30, 2017 , the scheduled maturities of debt, including scheduled principal amortization, for years ending December 31, were as follows:
(In thousands)
Balloon
Payments
 
Scheduled
Principal
Amortization
 
Total
October 1 through December 31, 2017
$
—

 
$
7,386

 
$
7,386

2018
130,799

(a)
29,015

 
159,814

2019
60,793

 
27,769

 
88,562

2020
61,163

 
25,182

 
86,345

2021
11,012

 
24,836

 
35,848

2022
36,502

 
25,277

 
61,779

Thereafter
405,693

 
123,478

 
529,171

Principal amount
$
705,962

 
$
262,943

 
968,905

Unamortized deferred debt costs
 
 
 
 
6,759

Net
 
 
 
 
$
962,146

(a) Includes $89.0 million outstanding under the line of credit.

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


Interest expense and amortization of deferred debt costs for the three and nine months ended September 30, 2017 and 2016 , were as follows:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
2017
 
2016
 
2017
 
2016
Interest incurred
$
12,370

 
$
11,691

 
$
37,037

 
$
35,027

Amortization of deferred debt costs
351

 
339

 
1,043

 
1,003

Capitalized interest
(900
)
 
(506
)
 
(2,495
)
 
(1,762
)
 
$
11,821

 
$
11,524

 
$
35,585

 
$
34,268

 
6.
Equity
The consolidated statements of operations for the nine months ended September 30, 2017 and 2016 , reflect noncontrolling interests of $9.5 million and $8.5 million , respectively, representing the Saul Organization’s share of net income for each period.
The Company has outstanding 7.2 million depositary shares, each representing 1/100th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock. The depositary shares may be redeemed on or after February 12, 2018 at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends. The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
 
7.
Related Party Transactions
The Chairman and Chief Executive Officer, the President, the Executive Vice President-Chief Legal and Administrative Officer and the Senior Vice President-Chief Accounting Officer of the Company are also officers of various members of the Saul Organization and their management time is shared with the Saul Organization. Their annual compensation is fixed by the Compensation Committee of the Board of Directors, with the exception of the Senior Vice President-Chief Accounting Officer whose share of annual compensation allocated to the Company is determined by the shared services agreement (described below).
The Company participates in a multiemployer 401K plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. Company contributions, which are included in general and administrative expense or property operating expenses in the consolidated statements of operations, at the discretionary amount of up to six percent of the employee’s cash compensation, subject to certain limits, were $270,600 and $255,000 for the nine months ended September 30, 2017 and 2016 , respectively. All amounts contributed by employees and the Company are fully vested.
The Company also participates in a multiemployer nonqualified deferred compensation plan with entities in the Saul Organization which covers those full-time employees who meet the requirements as specified in the plan. According to the plan, which can be modified or discontinued at any time, participating employees defer 2% of their compensation in excess of a specified amount. For the nine months ended September 30, 2017 and 2016 , the Company contributed $154,300 and $129,000 , respectively, which is the sum of accrued earnings and three times the amount deferred by employees and is included in general and administrative expense. All amounts contributed by employees and the Company are fully vested. The cumulative unfunded liability under this plan was $2.3 million and $2.1 million , at September 30, 2017 and December 31, 2016 , respectively, and is included in accounts payable, accrued expenses and other liabilities in the consolidated balance sheets.
The Company has entered into a shared services agreement (the “Agreement”) with the Saul Organization that provides for the sharing of certain personnel and ancillary functions such as computer hardware, software, and support services and certain direct and indirect administrative personnel. The method for determining the cost of the shared services is provided for in the Agreement and is based upon head count, estimates of usage or estimates of time incurred, as applicable. The terms of the Agreement and the payments made thereunder are deemed reasonable by management and are reviewed annually by the Audit Committee of the Board of Directors, which consists entirely of independent directors. Billings by the Saul Organization for the Company’s share of these ancillary costs and expenses for the nine months ended September 30, 2017 and 2016 , which

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


included rental expense for the Company’s headquarters lease, totaled approximately $6.3 million and $5.5 million , respectively. The amounts are generally expensed as incurred and are primarily reported as general and administrative expenses in the consolidated financial statements. As of September 30, 2017 and December 31, 2016 , accounts payable, accrued expenses and other liabilities included approximately $744,200 and $860,700 , respectively, representing amounts due to the Saul Organization for the Company’s share of these ancillary costs and expenses.
The Company previously entered into a shared third-party predevelopment cost agreement with the B. F. Saul Real Estate Investment Trust (the "Trust"), a member of the Saul Organization, which related to the sharing of third-party predevelopment costs incurred in connection with the planning of the future redevelopment of certain adjacent real estate assets in the Twinbrook area of Rockville, Maryland. On December 8, 2016, the Company entered into a replacement agreement with the Trust which extended the expiration date to December 31, 2017 and provides for automatic twelve month renewals unless either party provides notice of termination. The costs will be shared on a pro rata basis based on the acreage owned by each entity and neither party is obligated to advance funds to the other.
In August 2016, the Company entered into an agreement to acquire from the Trust, for an initial purchase price of
$ 8.8 million , land in Loudoun County, Virginia, which is zoned for retail development. The parties have agreed to a closing date in early 2018, at which time the Company will exchange limited partnership units for the land. The Company intends to construct a shopping center and, subsequent to stabilization, may be obligated to issue additional limited partnership units to the Trust.
The Company subleases its corporate headquarters space from a member of the Saul Organization. The lease commenced in March 2002, expires in 2022, and provides for base rent increases of 3%  per year, with payment of a pro-rata share of operating expenses over a base year amount. The Agreement requires each party to pay an allocation of total rental payments based on a percentage proportionate to the number of employees employed by each party. The Company’s rent expense for its headquarters location was $578,200 and $617,100 for the nine months ended September 30, 2017 and 2016 , respectively, and is included in general and administrative expense.
The B. F. Saul Insurance Agency of Maryland, 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 $173,800 and $279,100 for the nine months ended September 30, 2017 and 2016 , respectively.

8.
Stock Option Plans
The Company has established two stock incentive plans, the 1993 plan and the 2004 plan, as amended, (together, the “Plans”). Under the Plans, 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 following table summarizes the amount and activity of each grant with outstanding unexercised options, the total value and variables used in the computation and the amount expensed and included in general and administrative expense in the Consolidated Statements of Operations for the nine months ended September 30, 2017 .

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Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


 
  
Directors
 
Grant date
4/25/2008
4/24/2009
5/7/2010
5/13/2011
5/4/2012
5/10/2013
5/9/2014
5/8/2015
5/6/2016
5/5/2017
Subtotals
Total grant
30,000

32,500

32,500

32,500

35,000

35,000

30,000

35,000

32,500

27,500

322,500

Vested
30,000

32,500

32,500

32,500

35,000

35,000

30,000

35,000

32,500

27,500

322,500

Exercised
20,000

27,500

25,000

22,500

22,500

22,500

17,500

12,500

7,500

—

177,500

Forfeited
7,500

—

2,500

2,500

—

—

—

—

—

—

12,500

Exercisable at September 30, 2017
2,500

5,000

5,000

7,500

12,500

12,500

12,500

22,500

25,000

27,500

132,500

Remaining unexercised
2,500

5,000

5,000

7,500

12,500

12,500

12,500

22,500

25,000

27,500

132,500

Exercise price
$
50.15

$
32.68

$
38.76

$
41.82

$
39.29

$
44.42

$
47.03

$
51.07

$
57.74

$
59.41


Volatility
0.237

0.344

0.369

0.358

0.348

0.333

0.173

0.166

0.166

0.173


Expected life (years)
7.0

6.0

5.0

5.0

5.0

5.0

5.0

5.0

5.0

5.0


Assumed yield
4.09
%
4.54
%
4.23
%
4.16
%
4.61
%
4.53
%
4.48
%
4.54
%
3.75
%
3.45
%

Risk-free rate
3.49
%
2.19
%
2.17
%
1.86
%
0.78
%
0.82
%
1.63
%
1.50
%
1.23
%
1.89
%

Total value at grant date
$
254,700

$
222,950

$
287,950

$
297,375

$
257,250

$
278,250

$
109,500

$
125,300

$
151,125

$
165,550

$
2,149,950

Expensed in previous years
254,700

222,950

287,950

297,375

257,250

278,250

109,500

125,300

151,125

—

1,984,400

Expensed in 2017
—

—

—

—

—

—

—

—

—

165,550

165,550

Future expense
—

—

—

—

—

—

—

—

—

—

—

 
Officers
 
 
 
Grant date
5/13/2011
5/4/2012
5/10/2013
5/9/2014
5/8/2015
5/6/2016
5/5/2017
Subtotal
 
 
Grand 
Totals
Total grant
162,500

242,500

202,500

170,000

190,000

194,000

205,000

1,366,500

 
 
1,689,000

Vested
118,750

107,500

171,875

126,875

94,375

48,500

—

667,875

 
 
990,375

Exercised
96,100

91,830

83,000

35,000

8,981

625

—

315,536

 
 
493,036

Forfeited
43,750

135,000

30,625

1,875

3,125

1,875

—

216,250

 
 
228,750

Exercisable at September 30, 2017
22,650

15,670

88,875

91,875

85,394

47,875

—

352,339

 
 
484,839

Remaining unexercised
22,650

15,670

88,875

133,125

177,894

191,500

205,000

834,714

 
 
967,214

Exercise price
$
41.82

$
39.29

$
44.42

$
47.03

$
51.07

$
57.74

$
59.41

 
 
 
 
Volatility
0.330

0.315

0.304

0.306

0.298

0.185

0.170

 
 
 
 
Expected life (years)
8.0

8.0

8.0

7.0

7.0

7.0

7.0

 
 
 
 
Assumed yield
4.81
%
5.28
%
5.12
%
4.89
%
4.94
%
3.80
%
3.50
%
 
 
 
 
Risk-free rate
2.75
%
1.49
%
1.49
%
2.17
%
1.89
%
1.55
%
2.17
%
 
 
 
 
Gross value at grant date
$
1,366,625

$
1,518,050

$
1,401,300

$
1,349,800

$
1,584,600

$
1,136,840

$
1,324,300

$
9,681,515

 
 
$
11,831,465

Estimated forfeitures
367,937

845,100

211,925

168,749

141,780

86,628

91,642

1,913,761

 
 
1,913,761

Expensed in previous years
998,688

672,950

1,031,134

787,392

601,180

175,032

—

4,266,376

 
 
6,250,776

Expensed in 2017
—

—

158,241

221,454

270,531

196,911

128,400

975,537

 
 
1,141,087

Future expense
—

—

—

172,205

571,109

678,269

1,104,258

2,525,841

 
 
2,525,841

Weighted average term of remaining future expense (in years)
2.7

 
 
 
 
 
 
 
 
 
 

- 20 -
Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


The table below summarizes the option activity for the nine months ended September 30, 2017 :
 
 
Number of
Shares
 
Weighted
Average
Exercise Price
per share
 
Aggregate
Intrinsic Value
Outstanding at January 1
 
833,630

 
$
49.92

 
$
13,913,891

Granted
 
232,500

 
59.41

 
581,250

Exercised
 
(95,166
)
 
47.03

 
1,403,256

Expired/Forfeited
 
(3,750
)
 
53.73

 

Outstanding at September 30
 
967,214

 
52.47

 
9,130,494

Exercisable at September 30
 
484,839

 
48.70

 
6,402,577

The intrinsic value measures the price difference between the options’ exercise price and the closing share price quoted by the New York Stock Exchange as of the date of measurement. The intrinsic value for shares exercised during the period was calculated by using the closing share price on the date of exercise. At September 29, 2017, the final trading day of the third quarter, the closing share price of $ 61.91 was used in the calculation of the aggregate intrinsic value of options exercisable and outstanding at that date. The weighted average remaining contractual life of the Company’s outstanding and exercisable options is 7.7 years and 6.7 years, respectively.
 
9.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses are reasonable estimates of their fair value. The aggregate fair value of the notes payable with fixed-rate payment terms was determined using Level 3 data in a discounted cash flow approach, which is based upon management’s estimate of borrowing rates and loan terms currently available to the Company for fixed-rate financing and, assuming long-term interest rates of approximately 3.95% and 4.25% , would be approximately $928.0 million and $897.2 million , respectively, compared to the principal balance of $865.7 million and $844.3 million at September 30, 2017 and December 31, 2016 , respectively. A change in any of the significant inputs may lead to a change in the Company’s fair value measurement of its debt.
The Company carries its interest rate swap at fair value. The Company has determined the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy with the exception of the impact of counter-party risk, which was determined using Level 3 inputs and is not significant. Derivative instruments are classified within Level 2 of the fair value hierarchy because their values are determined using third-party pricing models which contain inputs that are derived from observable market data. Where possible, the values produced by the pricing models are verified by market prices. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit spreads, measure of volatility, and correlations of such inputs. The swap agreement terminates on July 1, 2020 . As of September 30, 2017 , the fair value of the interest-rate swap was approximately $1.5 million and is included in “Accounts payable, accrued expenses and other liabilities” in the consolidated balance sheets. The decrease in value from inception of the swap is reflected in “Other Comprehensive Income” in the Consolidated Statements of Comprehensive Income. Amounts recognized in earnings are included in Changes in Fair Value of Derivatives in the Consolidated Statements of Operations.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
 
2017
 
2016
 
2017
 
2016
Change in fair value:
 
 
 
 
 
 
 
 
Recognized in earnings
 
$
(1
)
 
$
1

 
$
(2
)
 
$
(9
)
Recognized in other comprehensive income
 
171

 
431

 
503

 
(383
)
 
 
$
170

 
$
432

 
$
501

 
$
(392
)
 

- 21 -
Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


10.
Commitments and Contingencies
Neither the Company nor the current portfolio properties are subject to any material litigation, nor, to management’s knowledge, is any material litigation currently threatened against the Company, other than routine litigation and administrative proceedings arising in the ordinary course of business. Management believes that these items, individually or in the aggregate, will not have a material adverse impact on the Company or the current portfolio properties.
 
11.
Business Segments
The Company has two reportable business segments: Shopping Centers and Mixed-Use Properties. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates performance based upon income and cash flows from real estate of the combined properties in each segment. All of our properties within each segment generate similar types of revenues and expenses related to tenant rent, reimbursements and operating expenses. Although services are provided to a range of tenants, the types of services provided to them are similar within each segment. The properties in each portfolio have similar economic characteristics and the nature of 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 2017 presentation.

- 22 -
Table of Contents

Notes to Consolidated Financial Statements (Unaudited)



 
(Dollars in thousands)
 Shopping
Centers
 
Mixed-Use
Properties
 
Corporate
and Other
 
Consolidated
Totals
Three months ended September 30, 2017
 
 
 
 
 
 
 
Real estate rental operations:
 
 
 
 
 
 
 
Revenue
$
40,834

 
$
15,395

 
$
8

 
$
56,237

Expenses
(8,799
)
 
(5,505
)
 
—

 
(14,304
)
Income from real estate
32,035

 
9,890

 
8

 
41,933

Interest expense and amortization of deferred debt costs
—

 
—

 
(11,821
)
 
(11,821
)
General and administrative
—

 
—

 
(4,363
)
 
(4,363
)
Subtotal
32,035

 
9,890

 
(16,176
)
 
25,749

Depreciation and amortization of deferred leasing costs
(7,457
)
 
(3,906
)
 
—

 
(11,363
)
Change in fair value of derivatives
—

 
—

 
(1
)
 
(1
)
Net income (loss)
$
24,578

 
$
5,984

 
$
(16,177
)
 
$
14,385

Capital investment
$
3,503

 
$
8,161

 
$
—

 
$
11,664

Total assets
$
983,369

 
$
431,182

 
$
9,177

 
$
1,423,728

 
 
 
 
 
 
 
 
Three months ended September 30, 2016
 
 
 
 
 
 
 
Real estate rental operations:
 
 
 
 
 
 
 
Revenue
$
38,738

 
$
14,484

 
$
11

 
$
53,233

Expenses
(8,330
)
 
(4,941
)
 
—

 
(13,271
)
Income from real estate
30,408

 
9,543

 
11

 
39,962

Interest expense and amortization of deferred debt costs
—

 
—

 
(11,524
)
 
(11,524
)
General and administrative
—

 
—

 
(4,033
)
 
(4,033
)
Acquisition related costs
(57
)
 
—

 
—

 
(57
)
Subtotal
30,351

 
9,543

 
(15,546
)
 
24,348

Depreciation and amortization of deferred leasing costs
(7,732
)
 
(3,894
)
 
—

 
(11,626
)
Change in fair value of derivatives
—

 
—

 
1

 
1

Net income (loss)
$
22,619

 
$
5,649

 
$
(15,545
)
 
$
12,723

Capital investment
$
13,854

 
$
4,399

 
$
—

 
$
18,253

Total assets
$
938,124

 
$
363,439

 
$
9,441

 
$
1,311,004

 
 
 
 
 
 
 
 

- 23 -
Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


(Dollars in thousands)
 Shopping
Centers
 
Mixed-Use
Properties
 
Corporate
and Other
 
Consolidated
Totals
Nine months ended September 30, 2017
 
 
 
 
 
 
 
Real estate rental operations:
 
 
 
 
 
 
 
Revenue
$
124,854

 
$
45,725

 
$
31

 
$
170,610

Expenses
(25,876
)
 
(15,393
)
 
—

 
(41,269
)
Income from real estate
98,978

 
30,332

 
31

 
129,341

Interest expense and amortization of deferred debt costs
—

 
—

 
(35,585
)
 
(35,585
)
General and administrative
—

 
—

 
(13,178
)
 
(13,178
)
Subtotal
98,978

 
30,332

 
(48,732
)
 
80,578

Depreciation and amortization of deferred leasing costs
(22,649
)
 
(11,747
)
 
—

 
(34,396
)
Change in fair value of derivatives
—

 
—

 
(2
)
 
(2
)
Net income (loss)
$
76,329

 
$
18,585

 
$
(48,734
)
 
$
46,180

Capital investment
$
87,788

 
$
18,386

 
$
—

 
$
106,174

Total assets
$
983,369

 
$
431,182

 
$
9,177

 
$
1,423,728

 
 
 
 
 
 
 
 
Nine months ended September 30, 2016
 
 
 
 
 
 
 
Real estate rental operations:
 
 
 
 
 
 
 
Revenue
$
120,861

 
$
41,972

 
$
36

 
$
162,869

Expenses
(26,519
)
 
(13,694
)
 
—

 
(40,213
)
Income from real estate
94,342

 
28,278

 
36

 
122,656

Interest expense and amortization of deferred debt costs
—

 
—

 
(34,268
)
 
(34,268
)
General and administrative
—

 
—

 
(12,500
)
 
(12,500
)
Acquisition related costs
(57
)
 
—

 
—

 
(57
)
Subtotal
94,285

 
28,278

 
(46,732
)
 
75,831

Depreciation and amortization of deferred leasing costs
(22,774
)
 
(10,704
)
 
—

 
(33,478
)
Change in fair value of derivatives
—

 
—

 
(9
)
 
(9
)
Net income (loss)
$
71,511

 
$
17,574

 
$
(46,741
)
 
$
42,344

Capital investment
$
20,258

 
$
24,427

 
$
—

 
$
44,685

Total assets
$
938,124

 
$
363,439

 
$
9,441

 
$
1,311,004

 
 
 
 
 
 
 
 


- 24 -
Table of Contents

Notes to Consolidated Financial Statements (Unaudited)


12. Subsequent Events
The Company has reviewed operating activities for the period subsequent to September 30, 2017 , and prior to the date the financial statements are issued or are available to be issued, and determined there are no subsequent events required to be disclosed.


- 25 -
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,  2016 . Historical results and percentage relationships set forth in Item 1 and this section should not be taken as indicative of future operations of the Company. Capitalized terms used but not otherwise defined in this section have the meanings given to them in Item 1 of this Form 10-Q.
Forward-Looking Statements
This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are generally characterized by terms such as “believe,” “expect” and “may.”
Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, the Company’s actual results could differ materially from those given in the forward-looking statements as a result of changes in factors which include, among others, the following:
•
continuing risks related to the challenging domestic and global credit markets and their effect on discretionary spending;
•
risks that the Company’s tenants will not pay rent;
•
risks related to the Company’s reliance on shopping center “anchor” tenants and other significant tenants;
•
risks related to the Company’s substantial relationships with members of the Saul Organization;
•
risks of financing, such as increases in interest rates, restrictions imposed by the Company’s debt, the Company’s ability to meet existing financial covenants and the Company’s ability to consummate planned and additional financings on acceptable terms;
•
risks related to the Company’s development activities;
•
risks that the Company’s growth will be limited if the Company cannot obtain additional capital;
•
risks that planned and additional acquisitions or redevelopments may not be consummated, or if they are consummated, that they will not perform as expected;
•
risks generally incident to the ownership of real property, including adverse changes in economic conditions, changes in the investment climate for real estate, changes in real estate taxes and other operating expenses, adverse changes in governmental rules and fiscal policies, the relative illiquidity of real estate and environmental risks;
•
risks related to the Company’s status as a REIT for federal income tax purposes, such as the existence of complex regulations relating to the Company’s status as a REIT, the effect of future changes in REIT requirements as a result of new legislation and the adverse consequences of the failure to qualify as a REIT; and
•
such other risks as described in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2016 .
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, 2017 .
Overview
The Company’s principal business activity is the ownership, management and development of income-producing properties. The Company’s long-term objectives are to increase cash flow from operations and to maximize capital appreciation of its real estate investments.
The Company’s primary operating strategy is to focus on its community and neighborhood shopping center business and its transit-centric, primarily residential mixed-use properties to achieve both cash flow growth and capital appreciation. Management believes there is potential for long-term growth in cash flow as existing leases for space in the Shopping Centers and Mixed-Use properties expire and are renewed, or newly-available or vacant space is leased. The Company intends to renegotiate leases where possible and seek new tenants for available space in order to optimize the mix of uses to improve foot traffic through the Shopping Centers. As leases expire, management expects to revise rental rates, lease terms and conditions, relocate existing tenants, reconfigure tenant spaces and introduce new tenants with the goals of increasing occupancy, improving overall retail sales, and ultimately increasing cash flow as economic conditions improve. In those circumstances in

- 26 -
Table of Contents

which leases are not otherwise expiring, or in connection with renovations or relocations, management selectively attempts to increase cash flow through a variety of means, including recapturing leases with below market rents and re-leasing at market rates, as well as replacing financially troubled tenants. When possible, management also will seek to include scheduled increases in base rent, as well as percentage rental provisions, in its leases.
The following table sets forth average annualized base rent per square foot and average annualized effective rent per square foot for the Company's Commercial properties (all properties except for the Clarendon Center and Park Van Ness apartments). For purposes of this table, annualized effective rent is annualized base rent minus amortized tenant improvements and amortized leasing commissions.
 
 
Nine months ended September 30,
 
 
2017
 
2016
 
2015
 
2014
 
2013
Base rent
 
$
19.32

 
$
18.67

 
$
18.47

 
$
18.06

 
$
17.72

Effective rent
 
$
17.51

 
$
16.87

 
$
16.78

 
$
16.41

 
$
15.83

 
 
 
 
 
 
 
 
 
 
 
The Company’s redevelopment and renovation objective is to selectively and opportunistically redevelop and renovate its properties, by replacing leases that have below market rents with strong, traffic-generating anchor stores such as supermarkets and drug stores, as well as other desirable local, regional and national tenants. The Company’s strategy remains focused on continuing the operating performance and internal growth of its existing Shopping Centers, while enhancing this growth with selective retail redevelopments and renovations.
In 2016, the Company completed development of Park Van Ness, a 271 -unit residential project with approximately 9,000 square feet of street-level retail, below street-level structured parking, and amenities including a community room, landscaped courtyards, a fitness room, a wi-fi lounge/business center, and a rooftop pool and deck. The structure comprises 11 levels, five of which on the east side are below street level. Because of the change in grade from the street eastward to Rock Creek Park, apartments on all 11 levels have park or city views. The street level retail space is 100% leased to a grocery/gourmet food market and an upscale Italian restaurant. As of September 30, 2017, 254 apartments ( 93.7% ) were leased. The total cost of the project, excluding predevelopment expense and land, which the Company has owned, was approximately $93.0 million , a portion of which was financed with a $71.6 million construction-to-permanent loan.
From 2014 through 2016, in separate transactions, the Company purchased four adjacent properties, with approximately 23,700 square feet of retail space, at 750 N. Glebe Road in Arlington, Virginia, for an aggregate $54.0 million. Combined, the properties total 2.8 acres. Effective August 1, 2016, these properties were vacant and removed from service. The Company previously received zoning and site plan approval from Arlington County, Virginia for the development of approximately 490 residential units and approximately 62,000 square feet of retail space. The demolition of the existing structures was completed during the first quarter of 2017 and excavation, sheeting and shoring, which commenced during the second quarter of 2017, is approximately 70% complete as of October 31, 2017. The development is scheduled for substantial completion in early 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. During the second quarter of 2017, the Company executed a 41,500 square foot anchor-lease with Target and leases for an aggregate of 7,800 square feet of retail shop space, resulting in approximately 80% of the retail space being leased.
Albertson's/Safeway, a tenant at eight of the Company's shopping centers, closed two Safeway stores located at the Company's properties during the June 2016 quarter. The stores that closed were located in Broadlands Village, Loudoun County, Virginia and Briggs Chaney Plaza, Montgomery County, Maryland. The lease at Briggs Chaney remains in full force and effect and Albertson’s/Safeway has executed a sublease with a replacement grocer, Global Food, for that space, which commenced operations in March 2017. In February 2017, the Company terminated the lease with Albertson's/Safeway at Broadlands and received a $3.6 million termination fee which was recognized as revenue in the first quarter. The termination fee revenue will be partially offset by the loss of approximately $1.6 million of rental revenue over the course of 2017. The Company has executed a lease with Aldi Food Market for 20,000 square feet of this space which is under construction and expected to open in late 2017. We continue to actively market the balance of the former Safeway space.
In January 2017, the Company purchased for $76.4 million , including acquisition costs, Burtonsville Town Square, a 121,000 square foot shopping center located in Burtonsville, Maryland. Burtonsville Town Square is 100% leased and anchored by Giant Food and CVS Pharmacy. It has expansion development potential of up to 18,000 square feet of additional retail space. The purchase was funded with a new $40.0 million mortgage loan and through the Company's revolving credit facility.

- 27 -
Table of Contents


During the three months ended June 30, 2017, the Company executed termination agreements with two significant tenants: Kmart at Kentlands Square II and No Excuse Workout at Great Eastern. Kmart closed its 104,000 square foot store at Kentlands in September 2017, and the Company will gain possession on October 31, 2017, allowing the Company the opportunity to release or reposition the space. As a result of the termination, the mortgage loan agreement requires that Saul Centers guarantee approximately $9.2 million of that loan effective October 31, 2017 (the termination date), which will be reduced upon satisfaction of conditions stated in the loan documents. Annual revenue to the Company under the Kmart lease totaled approximately $1.3 million. The Company terminated its 113,000 square foot lease with No Excuse Workout as a result of the tenant's failure to pay a material portion of required rent for more than 18 months. The termination reduced the Company's overall leasing percentage by 1.2% as of June 30, 2017, however, it did not have an impact on operating income in 2017 compared to 2016 because the Company had fully reserved the unpaid tenant rents in both periods.
In September 2017, the Company sold for $8.5 million the 255,400 square foot Great Eastern Shopping Center located in District Heights, Maryland. The Company provided $1.28 million second trust financing to the buyer, which bears interest at a fixed rate of 6%, matures in March 2018 and can be extended for six months at the option of the buyer. A $0.5 million gain realized on the sale was deferred and will be recognized when the loan is repaid by the buyer.
The Company's tenants were impacted by winter weather during the first quarter of 2016, as heavy snowfall in the Mid-Atlantic states during that period hindered the ability of customers to shop. The cost of removing snow from the Company's properties during the three months ended March 31, 2016, was approximately $2.3 million, while the mild first quarter of 2017 resulted in snow removal costs of only $0.6 million. Approximately 60% of these costs were billed to tenants.
The recent period of economic expansion has now run in excess of five years. While economic conditions within the local Washington, DC metropolitan area have remained relatively stable, issues facing the Federal government relating to taxation, spending and interest rate policy will likely impact the office, retail and residential real estate markets over the coming years. Because the majority of the Company’s property operating income is produced by our shopping centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion plans. Based on our observations, we continue to adapt our marketing and merchandising strategies in a way to maximize our future performance.  The Company’s overall leasing percentage, on a comparative same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, was 95.4% at September 30, 2017 , compared to 95.3% at September 30, 2016 .
The Company maintains a ratio of total debt to total asset value of under 50% , which allows the Company to obtain additional secured borrowings if necessary. As of September 30, 2017 , amortizing fixed-rate debt with staggered maturities from 2018 to 2035 represented approximately 89.3% of the Company’s notes payable, thus minimizing refinancing risk in any given year. The Company has a commitment from a lender to refinance the only fixed-rate mortgage scheduled to mature in 2018. The new $60.0 million loan will bear interest at a fixed rate of 3.75%, require monthly principal and interest payments of $308,500 based on a 25-year amortization schedule and mature in 2032. The new loan is expected to close during the fourth quarter, subject to normal closing conditions, and proceeds will be used to repay the remaining balance of approximately $28.0 million on the existing mortgage and reduce the outstanding balance of the revolving credit facility. As of
September 30, 2017 , the Company’s variable-rate debt consisted of a $14.2 million bank term loan secured by Metro Pike Center and $89.0 million outstanding under the revolving credit facility. As of September 30, 2017 , the Company has availability of approximately $185.8 million under its $275.0 million unsecured revolving line of credit.
Although it is management’s present intention to concentrate future acquisition and development activities on community and neighborhood shopping centers and transit-centric, primarily residential mixed-use properties in the Washington, DC/Baltimore metropolitan area and the southeastern region of the United States, the Company may, in the future, also acquire other types of real estate in other areas of the country as opportunities present themselves. While the Company may diversify in terms of property locations, size and market, the Company does not set any limit on the amount or percentage of Company assets that may be invested in any one property or any one geographic area .

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

Real Estate Investments
Real estate investment properties are stated at historic cost less depreciation. Although the Company intends to own its real estate investment properties over a long term, from time to time it will evaluate its market position, market conditions, and other factors and may elect to sell properties that do not conform to the Company’s investment profile. Management believes that the Company’s real estate assets have generally appreciated in value since their acquisition or development and, accordingly, the aggregate current value exceeds their aggregate net book value and also exceeds the value of the Company’s liabilities as reported in the financial statements. Because the financial statements are prepared in conformity with GAAP, they do not report the current value of the Company’s real estate investment properties.
The Company purchases real estate investment properties from time to time and records assets acquired and liabilities assumed, including land, buildings, and intangibles related to in-place leases and customer relationships, based on their relative fair values. The fair value of buildings generally is determined as if the buildings were vacant upon acquisition and subsequently leased at market rental rates and considers the present value of all cash flows expected to be generated by the property including an initial lease up period. The fair value of above and below market intangibles associated with in-place leases is determined by assessing the net effective rent and remaining term of the in-place lease relative to market terms for similar leases at acquisition taking into consideration the remaining contractual lease period, renewal periods, and the likelihood of the tenant exercising its renewal options. The fair value of below market lease intangibles is recorded as deferred income and accreted as additional lease revenue over the remaining contractual lease period and any renewal option periods included in the valuation analysis. The fair value of above market lease intangibles is recorded as a deferred asset and amortized as a reduction of revenue over the remaining contractual lease term. The fair value of at-market in-place leases is determined considering the cost of acquiring similar leases, the foregone rents associated with the lease-up period and carrying costs associated with the lease-up period. Intangible assets associated with at-market in-place leases are amortized as additional expense over the remaining contractual lease term. To the extent customer relationship intangibles are present in an acquisition, the fair value of the intangibles are amortized over the life of the customer relationship.
If there is an event or change in circumstance that indicates a potential impairment in the value of a real estate investment property, the Company prepares an analysis to determine whether the carrying value of the real estate investment property exceeds its estimated fair value. The Company considers both quantitative and qualitative factors including recurring operating losses, significant decreases in occupancy, and significant adverse changes in legal factors and business climate. If impairment indicators are present, the projected cash flows of the property over its remaining useful life, on an undiscounted basis, are compared to the carrying value of that property. The Company assesses its undiscounted projected cash flows based upon estimated capitalization rates, historic operating results and market conditions that may affect the property. If the carrying value is greater than the undiscounted projected cash flows, an impairment loss is recognized equivalent to an amount required to adjust the carrying amount to its then estimated fair value. The fair value of any property is sensitive to the actual results of any of the aforementioned estimated factors, either individually or taken as a whole. Should the actual results differ from management’s projections, the valuation could be negatively or positively affected.
When incurred, the Company capitalizes the cost of improvements that extend the useful life of property and equipment. All repair and maintenance expenditures are expensed when incurred. Leasehold improvements expenditures are capitalized when certain criteria are met, including when we supervise construction and will own the improvement. Tenant improvements that we own are depreciated over the life of the respective lease or the estimated useful life of the improvements, whichever is shorter.
Interest, real estate taxes, development-related salary costs and other carrying costs are capitalized on projects under construction. Upon substantial completion of construction and the placement of assets into service, rental income, direct operating expenses, and depreciation associated with such properties are included in current operations and capitalization of interest ceases. Commercial development projects are substantially complete and available for occupancy upon completion of tenant improvements, but no later than one year from the cessation of major construction activity. Residential development projects are considered substantially complete and available for occupancy upon receipt of the certificate of occupancy from the

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appropriate licensing authority. Substantially completed portions of a project are accounted for as separate projects. Depreciation is calculated using the straight-line method and estimated useful lives 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.
Deferred Leasing Costs
Certain initial direct costs incurred by the Company in negotiating and consummating successful Commercial leases are capitalized and amortized over the initial base term of the leases. Deferred leasing costs consist of commissions paid to third-party leasing agents as well as internal direct costs such as employee compensation and payroll-related fringe benefits directly related to time spent performing successful leasing-related activities. Such activities include evaluating prospective tenants’ financial condition, evaluating and recording guarantees, collateral and other security arrangements, negotiating lease terms, preparing lease documents and closing transactions. In addition, deferred leasing costs include amounts attributed to in-place leases associated with acquired properties.
Revenue Recognition
Rental and interest income is accrued as earned. Recognition of rental income commences when control of the space has been given to the tenant. When rental payments due under leases vary from a straight-line basis because of free rent periods or scheduled rent increases, income is recognized on a straight-line basis. Expense recoveries represent a portion of property operating expenses billed to tenants, including common area maintenance, real estate taxes and other recoverable costs. Expense recoveries are recognized in the period in which the expenses are incurred. Rental income based on a tenant’s revenue, known as percentage rent, is recognized when a tenant reports sales that exceed a breakpoint specified in the lease agreement.
Allowance for Doubtful Accounts - Current and Deferred Receivables
Accounts receivable primarily represent amounts accrued and unpaid from tenants in accordance with the terms of the respective leases, subject to the Company’s revenue recognition policy. Receivables are reviewed monthly and reserves are established with a charge to current period operations when, in the opinion of management, collection of the receivable is doubtful. In addition to rents due currently, accounts receivable include amounts representing minimum rental income accrued on a straight-line basis to be paid by tenants over the remaining term of their respective leases. Reserves are established with a charge to income for tenants whose rent payment history or financial condition casts doubt upon the tenant’s ability to perform under its lease obligations.
Legal Contingencies
The Company is subject to various legal proceedings and claims that arise in the ordinary course of business, which are generally covered by insurance. While the resolution of these matters cannot be predicted with certainty, the Company believes the final outcome of current matters will not have a material adverse effect on its financial position or the results of operations. Upon determination that a loss is probable to occur, the estimated amount of the loss is recorded in the financial statements. Both the amount of the loss and the point at which its occurrence is considered probable can be difficult to determine.

Results of Operations

Same property revenue and same property operating income are non-GAAP financial measures of performance and improve the comparability of these measures by excluding the results of properties which were not in operation for the entirety of the comparable reporting periods.
We define same property revenue as total revenue minus the sum of interest income and 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 the sum of interest expense and amortization of deferred debt costs, depreciation and amortization, general and administrative expense, loss on the early extinguishment of debt (if any), predevelopment expense and acquisition related costs, minus the sum of interest income, the change in the fair value of derivatives, gains on property dispositions (if any) and the results of properties which were not in operation for the entirety of the comparable periods.
Other REITs may use different methodologies for calculating same property revenue and same property operating income. Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs.
Same property revenue and same property operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of

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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 revenue and operating income is useful because the resulting measures capture the actual revenue generated and actual expenses incurred by operating our properties.
Same property revenue and same property operating income are measures of the operating performance of our properties but do not measure our performance as a whole. Such measures are therefore not substitutes for total revenue, net income or operating income as computed in accordance with GAAP.
The tables below provide reconciliations of total revenue and net income under GAAP to same property revenue and operating income for the indicated periods. The same property results include (a) 48 Shopping Centers in each period and (b)  six Mixed-Use properties and five Mixed-Use properties for the three- and nine-months ended September 30, 2017, respectively.
Same property revenue
(in thousands)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2017
 
2016
 
2017
 
2016
Total revenue
 
$
56,237

 
$
53,233

 
$
170,610

 
$
162,869

Less: Interest income
 
(9
)
 
(12
)
 
(31
)
 
(36
)
Less: Acquisitions, dispositions and development properties
 
(1,351
)
 
(580
)
 
(10,336
)
 
(3,314
)
Total same property revenue
 
$
54,877

 
$
52,641

 
$
160,243

 
$
159,519

Shopping Centers
 
$
39,483

 
$
38,331

 
$
120,569

 
$
119,161

Mixed-Use properties
 
15,394

 
14,310

 
39,674

 
40,358

Total same property revenue
 
$
54,877

 
$
52,641

 
$
160,243

 
$
159,519

The $2.2 million increase in same property revenue for the three months ended September 30, 2017 (the " 2017 Quarter") compared to the three months ended September 30, 2016 (the " 2016 Quarter"), was primarily due to (a) an increase in base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.9 million) and (b) an increase in expense recoveries ($0.8 million) partially offset by (c) the impact of the Kmart termination ($0.3 million) and (d) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.2 million).
The $0.7 million increase in same property revenue for the nine months ended September 30, 2017 (the " 2017 Period"), compared to the nine months ended September 30, 2016 (the " 2016 Period"), was primarily due to (a) higher base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.1 million) and (b) higher other income ($0.3 million) partially offset by (c) the impact of the Kmart termination ($0.4 million) and (d) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.3 million).



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Same property operating income
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands)
2017
 
2016
 
2017
 
2016
Net income
$
14,385

 
$
12,723

 
$
46,180

 
$
42,344

Add: Interest expense and amortization of deferred debt costs
11,821

 
11,524

 
35,585

 
34,268

Add: Depreciation and amortization of deferred leasing costs
11,363

 
11,626

 
34,396

 
33,478

Add: General and administrative
4,363

 
4,033

 
13,178

 
12,500

Add: Acquisition related costs
—

 
57

 
—

 
57

Add: Change in fair value of derivatives
1

 
(1
)
 
2

 
9

Less: Interest income
(9
)
 
(12
)
 
(31
)
 
(36
)
Property operating income
41,924

 
39,950

 
129,310

 
122,620

Less: Acquisitions, dispositions & development property
1,060

 
192

 
6,737

 
862

Total same property operating income
$
40,864

 
$
39,758

 
$
122,573

 
$
121,758

Shopping Centers
$
30,971

 
$
30,290

 
$
95,866

 
$
93,733

Mixed-Use properties
9,893

 
9,468

 
26,707

 
28,025

Total same property operating income
$
40,864

 
$
39,758

 
$
122,573

 
$
121,758

The $1.1 million increase in same property operating income in the 2017 Quarter compared to the 2016 Quarter was primarily due to (a) higher base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.9 million) partially offset by (b) the impact of the Kmart termination ($0.3 million), (c) higher property operating expenses net of recoveries ($0.3 million) and (d) higher real estate taxes net of recoveries ($0.2 million).
The $0.8 million increase in same property operating income for the 2017 Period compared to the 2016 Period was primarily due to (a) higher base rent, exclusive of the impact of the Kmart termination at Kentlands ($1.1 million), (b) lower provision for credit losses ($0.4 million) and (c) higher other income ($0.3 million) partially offset by (d) the impact of the Kmart termination ($0.3 million), (e) lower parking income at 601 Pennsylvania Avenue as a result of a garage refurbishment project ($0.3 million) and (f) higher real estate taxes net of recoveries ($0.2 million).

Three months ended September 30, 2017 compared to the three months ended September 30, 2016
Revenue
 
  
 
Three months ended September 30,
 
2016 to 2017 Change
(Dollars in thousands)
 
2017
 
2016
 
Amount
 
Percent
Base rent
 
$
45,385

 
$
43,151

 
$
2,234

 
5.2
 %
Expense recoveries
 
9,447

 
8,561

 
886

 
10.3
 %
Percentage rent
 
67

 
57

 
10

 
17.5
 %
Other
 
1,338

 
1,464

 
(126
)
 
(8.6
)%
Total revenue
 
$
56,237

 
$
53,233

 
$
3,004

 
5.6
 %
Base rent includes $(96,800) and $221,500 for the 2017 Quarter and 2016 Quarter, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $357,500 and $428,600 , for the 2017 Quarter and 2016 Quarter, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.

Total revenue increased 5.6% in the 2017  Quarter compared to the 2016  Quarter primarily due to revenues generated by (a) Park Van Ness ($1.4 million) and (b) Burtonsville Town Square ($1.2 million).

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Operating Expenses
  
Three months ended September 30,
 
2016 to 2017 Change
(Dollars in thousands)
2017
 
2016
 
Amount
 
Percent
Property operating expenses
$
7,418

 
$
6,685

 
$
733

 
11.0
 %
Provision for credit losses
52

 
391

 
(339
)
 
(86.7
)%
Real estate taxes
6,834

 
6,195

 
639

 
10.3
 %
Interest expense and amortization of deferred debt costs
11,821

 
11,524

 
297

 
2.6
 %
Depreciation and amortization of deferred leasing costs
11,363

 
11,626

 
(263
)
 
(2.3
)%
General and administrative
4,363

 
4,033

 
330

 
8.2
 %
Acquisition related costs
—

 
57

 
(57
)
 
(100.0
)%
Total operating expenses
$
41,851

 
$
40,511

 
$
1,340

 
3.3
 %
Total operating expenses increased 3.3% in the 2017 Quarter compared to the 2016 Quarter.
Property Operating Expenses. Property operating expenses increased 11.0% in the 2016 Quarter primarily due to increased maintenance and repair costs throughout the portfolio ($0.7 million).
Provision for credit losses. The provision for credit losses for the 2017 Quarter represents 0.09% of the Company’s revenue, a decrease from 0.73% for the 2016 Quarter.
Real Estate taxes. Real estate taxes increased 10.3% in the 2017 Quarter primarily due to (a) Park Van Ness ($0.2 million), (b) Burtonsville Town Square ($0.1 million) and (c) small increases at several properties throughout the portfolio.
Interest expense and amortization of deferred debt costs. Interest expense increased 2.6% in the 2017 Quarter primarily due to (a) additional debt incurred in connection with the acquisition of Burtonsville Town Square ($0.6 million), (b) higher interest expense related to Park Van Ness ($0.1 million), partially offset by (c) higher capitalized interest ($0.4 million).
Depreciation and amortization of deferred leasing costs. Depreciation and amortization of deferred leasing costs decreased 2.3% in the 2017 Quarter primarily due to (a) lower depreciation expense related to Glebe Road ($0.6 million) partially offset by increased depreciation at (b) Park Van Ness ($0.1 million) and (c) Burtonsville Town Square ($0.2 million).
General and administrative expense. General and administrative expense increased 8.2% in the 2017 Quarter primarily due to (a) higher compensation expense ($0.2 million) and (b) higher state and local taxes ($0.1 million).
Nine months ended September 30, 2017 compared to the nine months ended September 30, 2016
Revenue  
  
Nine Months Ended 
 September 30,
 
2016 to 2017 Change
(Dollars in thousands)
2017
 
2016
 
Amount
 
Percent
Base rent
$
135,436

 
$
128,338

 
$
7,098

 
5.5
 %
Expense recoveries
26,378

 
26,011

 
367

 
1.4
 %
Percentage rent
968

 
1,016

 
(48
)
 
(4.7
)%
Other
7,828

 
7,504

 
324

 
4.3
 %
Total revenue
$
170,610

 
$
162,869

 
$
7,741

 
4.8
 %
Base rent includes $0.4 million and $1.1 million for the 2017 Period and the 2016 Period, respectively, to recognize base rent on a straight-line basis. In addition, base rent includes $1.3 million and $1.3 million for the 2017 Period and the 2016 Period, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
Total revenue increased 4.8% in the 2017 Period compared to the 2016 Period.

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Base Rent. The $7.1 million increase in base rent in the 2017 Period compared to 2016 Period is primarily attributable to (a) a $0.65 per square foot increase in commercial base rent ( $4.2 million ) and (b) residential base rent ($4.1 million) partially offset by (c) a 85,686 square foot decrease in commercial leased space ( $1.2 million ).
Expense Recoveries. Expense recoveries increased 1.4% in the 2017 Period primarily due to acquired properties.
Other revenue. Other revenue increased $0.3 million in the 2017 Period compared to the 2016 Period due to acquired properties.
Operating Expenses
  
Nine Months Ended 
 September 30,
 
2016 to 2017 Change
(Dollars in thousands)
2017
 
2016
 
Amount
 
Percent
Property operating expenses
$
20,543

 
$
20,740

 
$
(197
)
 
(0.9
)%
Provision for credit losses
602

 
1,207

 
(605
)
 
(50.1
)%
Real estate taxes
20,124

 
18,266

 
1,858

 
10.2
 %
Interest expense and amortization of deferred debt costs
35,585

 
34,268

 
1,317

 
3.8
 %
Depreciation and amortization of deferred leasing costs
34,396

 
33,478

 
918

 
2.7
 %
General and administrative
13,178

 
12,500

 
678

 
5.4
 %
Acquisition related costs
—

 
57

 
(57
)
 
(100.0
)%
Total operating expenses
$
124,428

 
$
120,516

 
$
3,912

 
3.2
 %
Total operating expenses increased 3.2% in the 2017 Period compared to the 2016 Period.
Property Operating Expenses. Property operating expenses decreased 0.9% in the 2017 Period primarily due to (a) lower snow removal costs ($1.7 million) partially offset by (b) the operation of Park Van Ness ($0.7 million), (c) Burtonsville Town Square ($0.2 million) and (d) increased maintenance and repair costs throughout the portfolio ($0.7 million).
Provision for credit losses. The provision for credit losses for the 2017 Period represents 0.35% of the Company’s revenue, a decrease from 0.74% for the 2016 Period.
Real Estate Taxes . Real estate taxes increased 10.2% in the 2017 Period primarily due to (a) Park Van Ness ($0.7 million), (b) 601 Pennsylvania Avenue ($0.2 million), (c) Burtonsville Town Square ($0.2 million), and (d) increased assessed values of several properties.
Interest and amortization of deferred debt costs. Interest and amortization of deferred debt costs increased 3.8% to $35.6 million  in the 2017 Period primarily due to (a) Burtonsville Town Square ($1.6 million) and (b) Park Van Ness ($0.6 million) partially offset by (c) increased capitalized interest ($0.7 million).
Depreciation and amortization of deferred leasing costs. The increase in depreciation and amortization to $34.4 million in the 2017 Period from $33.5 million in the 2016 Period was due primarily to (a) Park Van Ness ($1.1 million) and (b) Burtonsville Town Square ($1.1 million) partially offset by (c) the net impact of other asset acquisitions and disposals ($0.3 million), (d) lower depreciation expense related to Glebe Road ($0.8 million) and (e) lower amortization of deferred leasing costs ($0.3 million).
General and administrative expense . The 5.4% increase in general and administrative expense was primarily due to
(a) increased salary and benefit expense ($0.6 million) and (b) state and local tax expense ($0.1 million).


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Liquidity and Capital Resources
Cash and cash equivalents totaled $9.4 million and $9.8 million at September 30, 2017 and 2016 , respectively. The Company’s cash flow is affected by its operating, investing and financing activities, as described below.
 
  
Nine Months Ended September 30,
(In thousands)
2017
 
2016
Net cash provided by operating activities
$
74,443

 
$
70,351

Net cash used in investing activities
(99,486
)
 
(44,685
)
Net cash provided by (used in) financing activities
26,106

 
(25,833
)
Increase (decrease) in cash and cash equivalents
$
1,063

 
$
(167
)
Operating Activities
Net cash provided by operating activities represents cash received primarily from rental revenue, plus other revenue, less property operating expenses, leasing costs, normal recurring general and administrative expenses and interest payments on debt outstanding.
Investing Activities
Net cash used in investing activities includes property acquisitions, developments, redevelopments, tenant improvements and other property capital expenditures. The $54.8 million increase in cash used in investing activities is primarily due to higher acquisition expenditures ( $69.2 million ) partially offset by lower development expenditures ( $8.8 million ).
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2017 primarily reflects:
•
proceeds from notes payable totaling $40.0 million ;
•
advances from the revolving credit facility totaling $55.0 million ;
•
proceeds of $5.8 million from the issuance of limited partnership units in the Operating Partnership pursuant to our Dividend Reinvestment and Stock Purchase Plan ("DRIP");
•
proceeds of $15.3 million from the issuance of common stock pursuant to our DRIP, directors’ Deferred Compensation Plan and the exercise of stock options; and
•
advances of $1.4 million from the Park Van Ness construction loan;
which was partially offset by:
•
repayment of notes payable totaling $20.3 million ;
•
revolving credit facility principal payments of $15.0 million ;
•
distributions to common stockholders totaling $33.4 million ;
•
distributions to holders of convertible limited partnership units in the Operating Partnership totaling $11.4 million ; and
•
distributions to preferred stockholders totaling $9.3 million .
Net cash used in financing activities for the nine months ended September 30, 2016 primarily reflects:
•
revolving credit facility principal payments of $37.0 million ;
•
repayment of notes payable totaling $18.4 million ;
•
distributions to common stockholders totaling $29.3 million ;
•
distributions to holders of convertible limited partnership units in the Operating Partnership totaling $10.1 million ; and
•
distributions to preferred stockholders totaling $9.3 million ;
which was partially offset by:
•
advances from the revolving credit facility totaling $32.0 million ;
•
proceeds of $5.1 million from the issuance of limited partnership units in the Operating Partnership pursuant to our DRIP;
•
proceeds of $17.9 million from the issuance of common stock pursuant to our DRIP, directors’ Deferred Compensation Plan and the exercise of stock options; and
•
advances of $23.1 million from the Park Van Ness construction loan.

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Liquidity Requirements
Short-term liquidity requirements consist primarily of normal recurring operating expenses and capital expenditures, debt service requirements (including debt service relating to additional and replacement debt), distributions to common and preferred stockholders, distributions to unit holders and amounts required for expansion and renovation of the Current Portfolio Properties and selective acquisition and development of additional properties. In order to qualify as a REIT for federal income tax purposes, the Company must distribute to its stockholders at least 90% of its “real estate investment trust taxable income,” as defined in the Code. The Company expects to meet these short-term liquidity requirements (other than amounts required for additional property acquisitions and developments) through cash provided from operations, available cash and its existing line of credit.
Long-term liquidity requirements consist primarily of obligations under our long-term debt and dividends paid to our preferred shareholders. The Company anticipates that long-term liquidity requirements will also include amounts required for property acquisitions and developments. The Company is in the early stages of the development of a primarily residential project with street-level retail at 750 N. Glebe Road in Arlington, Virginia, the cost of which will be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. The remaining costs are expected to be funded through working capital, including the Company's existing line of credit. The Company may also redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers.
Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the coming year, developments, expansions or acquisitions (if any) are expected to be funded with available cash, bank borrowings from the Company’s credit line, construction and permanent financing, proceeds from the operation of the Company’s dividend reinvestment plan or other external debt or equity capital resources available to the Company. Any future borrowings may be at the Saul Centers, Operating Partnership or Subsidiary Partnership level, and securities offerings may include (subject to certain limitations) the issuance of additional limited partnership interests in the Operating Partnership which can be converted into shares of Saul Centers common stock. The availability and terms of any such financing will depend upon market and other conditions.
As of September 30, 2017 , the scheduled maturities of debt, including scheduled principal amortization, for years ending December 31, were as follows:  
(In thousands)
Balloon
Payments
 
Scheduled
Principal
Amortization
 
Total
October 1 through December 31, 2017
$
—

 
$
7,386

 
$
7,386

2018
130,799

(a)
29,015

 
159,814

2019
60,793

 
27,769

 
88,562

2020
61,163

 
25,182

 
86,345

2021
11,012

 
24,836

 
35,848

2022
36,502

 
25,277

 
61,779

Thereafter
405,693

 
123,478

 
529,171

Principal amount
$
705,962

 
$
262,943

 
968,905

Unamortized deferred debt expense
 
 
 
 
6,759

Net
 
 
 
 
$
962,146

(a) Includes $89.0 million outstanding under the line of credit.

Management believes that the Company’s capital resources, which at September 30, 2017 included cash balances of approximately $9.4 million and borrowing availability of approximately $185.8 million on its unsecured revolving credit facility, will be sufficient to meet its liquidity needs for the foreseeable future.
Dividend Reinvestments
In December 1995, the Company established a DRIP to allow its common stockholders and holders of limited partnership interests an opportunity to buy additional shares of common stock by reinvesting all or a portion of their dividends or distributions. The DRIP provides for investing in newly issued shares of common stock at a 3% discount from market price without payment of any brokerage commissions, service charges or other expenses. All expenses of the DRIP are paid by the

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Company. The Company issued 177,335 and 136,623  shares under the DRIP at a weighted average discounted price of $59.14 and $54.58 per share, during the nine months ended September 30, 2017 and 2016 , respectively. The Company issued 95,755 and 93,867 limited partnership units under the DRIP at a weighted average price of $60.55 and $54.80 per unit during the nine months ended September 30, 2017 and 2016 , respectively. The Company also credited 5,685 and 5,998 shares to directors pursuant to the reinvestment of dividends specified by the Directors’ Deferred Compensation Plan at a weighted average discounted price of $59.80 and $54.82 per share, during the nine months ended September 30, 2017 and 2016 , respectively.
Capital Strategy and Financing Activity
As a general policy, the Company intends to maintain a ratio of its total debt to total asset value of 50% or less and to actively manage the Company’s leverage and debt expense on an ongoing basis in order to maintain prudent coverage of fixed charges. Asset value is the aggregate fair market value of the Current Portfolio Properties and any subsequently acquired properties as reasonably determined by management by reference to the properties’ aggregate cash flow. Given the Company’s current debt level, it is management’s belief that the ratio of the Company’s debt to total asset value was below 50% as of September 30, 2017 .
The organizational documents of the Company do not limit the absolute amount or percentage of indebtedness that it may incur. The Board of Directors may, from time to time, reevaluate the Company’s debt/capitalization strategy in light of current economic conditions, relative costs of capital, market values of the Company’s property portfolio, opportunities for acquisition, development or expansion, and such other factors as the Board of Directors then deems relevant. The Board of Directors may modify the Company’s debt/capitalization policy based on such a reevaluation without shareholder approval and consequently, may increase or decrease the Company’s debt to total asset ratio above or below 50% or may waive the policy for certain periods of time. The Company selectively continues to refinance or renegotiate the terms of its outstanding debt in order to achieve longer maturities, and obtain generally more favorable loan terms, whenever management determines the financing environment is favorable.
The Company maintains an unsecured revolving credit facility which was amended and restated in June 2014. The facility provides working capital and funds for acquisitions, certain developments, redevelopments and letters of credit, expires on June 23, 2018, and provides for an additional one-year extension at the Company’s option, subject to the Company’s satisfaction of certain conditions. As of September 30, 2017 , $89.0 million was outstanding, approximately $185.8 million was available under the line and approximately $185,000 was committed for letters of credit. The interest rate under the facility is variable and equals the sum of one-month LIBOR and a margin that is based on the Company’s leverage ratio, and which can range from 145 basis points to 200  basis points. Based on the leverage ratio as of September 30, 2017 , the margin was 145 basis points.
The facility requires the Company and its subsidiaries to maintain compliance with certain financial covenants. The material covenants require the Company, on a consolidated basis, to:
•
maintain tangible net worth, as defined in the loan agreement, of at least $542.1 million plus 80% of the Company’s net equity proceeds received after March 2014;
•
limit the amount of debt as a percentage of gross asset value, as defined in the loan agreement, to less than 60% (leverage ratio);
•
limit the amount of debt so that interest coverage will exceed 2.0 x on a trailing four-quarter basis (interest expense coverage); and
•
limit the amount of debt so that interest, scheduled principal amortization and preferred dividend coverage exceeds 1.3 x on a trailing four-quarter basis (fixed charge coverage).
As of September 30, 2017 , the Company was in compliance with all such covenants.
Effective September 1, 2017 , the Company's $71.6 million construction-to-permanent loan, which is fully drawn and secured by Park Van Ness, converted to permanent financing. The loan matures in 2032 , bears interest at a fixed rate of 4.88% , requires monthly principal and interest payments of $413,460 based on a 25 -year amortization schedule and requires a final payment of $39.6 million at maturity.
On January 18, 2017 , the Company closed on a 15 -year, non-recourse $40.0 million mortgage loan secured by Burtonsville Town Square. The loan matures in 2032 , bears interest at a fixed rate of 3.39% , requires monthly principal and interest payments of $197,900 based on a 25 -year amortization schedule and requires a final payment of $20.3 million at maturity.

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On August 14, 2017, the Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially fund the Glebe Road development project. The loan matures in 2035, bears interest at a fixed rate of 4.67%, requires interest only payments, which will be funded by the loan, until conversion to permanent. The conversion is expected in the fourth quarter of 2021, and thereafter, monthly principal and interest payments of $887,900 based on a 25-year amortization schedule will be required.
The Company has a commitment from a lender to refinance the only fixed-rate mortgage scheduled to mature in 2018. The new $60.0 million loan will bear interest at a fixed rate of 3.75%, require monthly principal and interest payments of $308,500 based on a 25-year amortization schedule and mature in 2032. It is expected to close during the fourth quarter, subject to normal closing conditions, and proceeds will be used to repay the remaining balance of the approximately $28.0 million on the existing mortgage and reduce the outstanding balance of the revolving credit facility.
Saul Centers is a guarantor of the revolving credit facility, of which the Operating Partnership is the borrower. The Operating Partnership is the guarantor of (a) a portion of the Metro Pike Center bank loan (approximately $7.8 million of the $14.2 million outstanding at September 30, 2017 ) and (b) a portion of the Park Van Ness loan (approximately $53.7 million of the $71.6 million outstanding balance at September 30, 2017 ), which guarantee will be reduced and eventually eliminated subject to the achievement of certain leasing and cash flow levels. The fixed-rate notes payable are non-recourse.
Preferred Stock
The Company has outstanding 7.2 million depositary shares, each representing 1/100 th of a share of 6.875% Series C Cumulative Redeemable Preferred Stock. The depositary shares may be redeemed at the Company’s option, in whole or in part, at the $25.00 liquidation preference plus accrued but unpaid dividends on or after February 12, 2018 . The depositary shares pay an annual dividend of $1.71875 per share, equivalent to 6.875% of the $25.00 liquidation preference. The Series C preferred stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and is not convertible into any other securities of the Company except in connection with certain changes of control or delisting events. Investors in the depositary shares generally have no voting rights, but will have limited voting rights if the Company fails to pay dividends for six or more quarters (whether or not declared or consecutive) and in certain other events.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on the Company’s financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

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Funds From Operations
Funds From Operations (FFO) 1 available to common stockholders and noncontrolling interests for the nine months ended September 30, 2017 , totaled $71.3 million , an increase of 7.1% compared to the nine months ended September 30, 2016 .
The following table presents a reconciliation from net income to FFO available to common stockholders and noncontrolling interests for the periods indicated:
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(In thousands, except per share amounts)
2017
 
2016
 
2017
 
2016
Net income
$
14,385

 
$
12,723

 
$
46,180

 
$
42,344

Add:
 
 
 
 
 
 
 
Real estate depreciation and amortization
11,363

 
11,626

 
34,396

 
33,478

FFO
25,748

 
24,349

 
80,576

 
75,822

Subtract:
 
 
 
 
 
 
 
Preferred stock dividends
(3,093
)
 
(3,093
)
 
(9,281
)
 
(9,281
)
FFO available to common stockholders and noncontrolling interests
$
22,655

 
$
21,256

 
$
71,295

 
$
66,541

Weighted average shares:
 
 
 
 
 
 
 
Diluted weighted average common stock
22,028

 
21,779

 
21,949

 
21,544

Convertible limited partnership units
7,521

 
7,391

 
7,491

 
7,360

Average shares and units used to compute FFO per share
29,549

 
29,170

 
29,440

 
28,904

FFO per share available to common stockholders and noncontrolling interests
$
0.77

 
$
0.73

 
$
2.42

 
$
2.30

1  
The National Association of Real Estate Investment Trusts (NAREIT) developed FFO as a relative non-GAAP financial measure of performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT as net income, computed in accordance with GAAP, plus real estate depreciation and amortization, and excluding extraordinary items, impairment charges on depreciable real estate assets and gains or losses from property dispositions. FFO does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs, which is disclosed in the Company’s Consolidated Statements of Cash Flows for the applicable periods. There are no material legal or functional restrictions on the use of FFO. FFO should not be considered as an alternative to net income, its most directly comparable GAAP measure, as an indicator of the Company’s operating performance, or as an alternative to cash flows as a measure of liquidity. Management considers FFO a meaningful supplemental measure of operating performance because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time (i.e. depreciation), which is contrary to what the Company believes occurs with its assets, and because industry analysts have accepted it as a performance measure. FFO may not be comparable to similarly titled measures employed by other REITs.
Acquisitions and Redevelopments
During the remainder of the year, the Company will continue its redevelopment activities at Glebe Road, may redevelop certain of the Current Portfolio Properties and may develop additional freestanding outparcels or expansions within certain of the Shopping Centers. Acquisition and development of properties are undertaken only after careful analysis and review, and management’s determination that such properties are expected to provide long-term earnings and cash flow growth. During the balance of the year, any developments, expansions or acquisitions are expected to be funded with bank borrowings from the Company’s credit line, construction financing, proceeds from the operation of the Company’s dividend reinvestment plan or other external capital resources available to the Company.
The Company has been selectively involved in acquisition, development, redevelopment and renovation activities. It continues to evaluate the acquisition of land parcels for retail and mixed-use development and acquisitions of operating properties for opportunities to enhance operating income and cash flow growth. The Company also continues to analyze redevelopment, renovation and expansion opportunities within the portfolio. The following describes the acquisition, development, redevelopment and renovation activities of the Company in 2016 and the nine months ended September 30, 2017 .

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Park Van Ness
In 2016, the Company completed development of Park Van Ness, a 271 -unit residential project with approximately 9,000 square feet of street-level retail, below street-level structured parking, and amenities including a community room, landscaped courtyards, a fitness room, a wi-fi lounge/business center, and a rooftop pool and deck. The structure comprises 11 levels, five of which on the east side are below street level. Because of the change in grade from the street eastward to Rock Creek Park, apartments on all 11 levels have park or city views. The street level retail space is 100% leased to a grocery/gourmet food market and an upscale Italian restaurant. As of September 30, 2017, 254 apartments ( 93.7% ) were leased. The total cost of the project, excluding predevelopment expense and land (which the Company has owned), was approximately $93.0 million , a portion of which was financed with a $71.6 million construction-to-permanent loan.
750 N. Glebe Road
From 2014 through 2016, the Company purchased four adjacent properties for an aggregate $54.0 million located on N. Glebe Road in Arlington, Virginia. The properties comprise 2.8 acres of land. Effective August 1, 2016, the properties were vacant and removed from service. In 2016, the Company received zoning and site plan approval from Arlington County, Virginia for the development of approximately 490 residential units and approximately 62,000 square feet of retail space. The demolition of the existing structures was completed during the first quarter of 2017 and excavation, sheeting and shoring, which commenced during the second quarter of 2017, is approximately 70% complete as of October 31, 2017. The development is scheduled for substantial completion in early 2020. The total cost of the project, including acquisition of land, is expected to be approximately $275.0 million. The Company closed on a $157.0 million construction-to-permanent loan, the proceeds of which will be used to partially finance the project. During the second quarter of 2017, the Company executed a 41,500 square foot anchor-lease with Target and leases for an aggregate of 7,800 square feet of retail shop space, resulting in approximately 80% of the retail space being leased.
Thruway Pad
In August 2016 , the Company purchased for $3.1 million , a retail pad site with an occupied 4,200 square foot bank building in Winston Salem, North Carolina , and incurred acquisition costs of $60,400 . The property is contiguous with and an expansion of the Company's Thruway Shopping Center.
Ashbrook Marketplace
In August 2016, the Company entered into an agreement to acquire from B. F. Saul Real Estate Investment Trust (the “Trust”), for an initial purchase price of $8.8 million, approximately 14.3 acres of land located at the intersection of Ashburn Village Boulevard and Russell Branch Parkway in Loudoun County, Virginia. The land is zoned for up to 115,000 square feet of retail development. In order to allow the Company time to pre-lease and complete project plans and specifications, the parties have agreed to a closing date in early 2018, at which time the Company will exchange limited partnership units for the land. The number of limited partnership units to be exchanged will be based on the initial purchase price and the average share value (as defined in the agreement) of the Company’s common stock at the time of the exchange. The Company intends to construct a shopping center and, upon stabilization, may be obligated to issue additional limited partnership units to the Trust. Pre-leasing efforts and project engineering and architectural plans are in process.
Burtonsville Town Square
In January 2017, the Company purchased for $76.4 million , including acquisition costs, Burtonsville Town Square, a 121,000 square foot shopping center located in Burtonsville, Maryland. Burtonsville Town Square is 100% leased and anchored by Giant Food and CVS Pharmacy. It has expansion development potential of up to 18,000 square feet of additional retail space. The purchase was funded with a new $40.0 million mortgage loan and through the Company's revolving credit facility. The mortgage bears interest at 3.39%, requires monthly principal and interest payments of $197,900 based upon a 25-year amortization schedule, and has a 15-year maturity.
Olney Shopping Center
In March 2017, the Company purchased for $3.0 million the land underlying Olney Shopping Center. The land was previously leased by the Company with an annual rent of approximately $56,000 . The purchase price was funded by the revolving credit facility.

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Portfolio Leasing Status
The following chart sets forth certain information regarding Commercial leases at our properties.
 
Total Properties
 
Total Square Footage
 
Percent Leased
 
Shopping
Centers
 
Mixed-Use
 
Shopping
Centers
 
Mixed-Use
 
Shopping
Centers
 
Mixed-Use
September 30, 2017
49

 
6

 
7,747,798

 
1,076,838

 
95.7
%
 
93.4
%
September 30, 2016
49

 
7

 
7,882,032

 
1,273,335

 
95.7
%
 
88.7
%
As of September 30, 2017 , 95.5% of the Commercial portfolio was leased, compared to 94.7% at September 30, 2016 . On a same property basis, 95.4% of the Commercial portfolio was leased, compared to 95.3% at September 30, 2016 . As of September 30, 2017 , the Clarendon Center apartments were 96.3% leased compared to 96.7% at September 30, 2016 . As of September 30, 2017 , the Park Van Ness apartments were 93.7% leased compared to 61.3% at September 30, 2016.
The following table shows selected data for leases executed in the indicated periods. The information is based on executed leases without adjustment for the timing of occupancy, tenant defaults, or landlord concessions. The base rent for an expiring lease is the annualized contractual base rent, on a cash basis, as of the expiration date of the lease. The base rent for a new or renewed lease is the annualized contractual base rent, on a cash basis, as of the expected rent commencement date. Because tenants that execute leases may not ultimately take possession of their space or pay all of their contractual rent, the changes presented in the table provide information only about trends in market rental rates. The actual changes in rental income received by the Company may be different.
 
 
 
 
 
 
Average Base Rent per Square Foot
Three months ended September 30,
Square
Feet
 
Number
of Leases
 
New/Renewed
Leases
 
Expiring
Leases
2017
 
320,490

 
70

 
$
23.64

 
$
22.19

2016
 
529,313

 
79

 
15.19

 
14.20

Additional information about the 2017 leasing activity is set forth below. The below information includes leases for space which had not been previously leased during the period of the Company's ownership, either a result of acquisition or development.
 
 
New
Leases
 
Renewed
Leases
Number of leases
 
13

 
57

Square feet
 
26,678

 
293,812

Per square foot average annualized:
 
 
 
 
Base rent
 
$
25.87

 
$
23.44

Tenant improvements
 
(1.82
)
 
(0.03
)
Leasing costs
 
(0.36
)
 
(0.02
)
Rent concessions
 
(0.07
)
 
(0.01
)
Effective rents
 
$
23.62

 
$
23.38

 
 
 
 
 
During the three months ended September 30, 2017 , the Company entered into 141 new or renewed apartment leases. The average monthly rent per square foot for the 135 leases for units which were previously occupied decreased to $3.57 from $3.61 . During the three months ended September 30, 2016 , the Company entered into 158 new or renewed apartment leases. The average monthly rent per square foot for the 86 leases for units which were previously occupied increased to $3.64 from $3.61 .

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As of December 31, 2016 , 952,517 square feet of Commercial space was subject to leases scheduled to expire in 2017 . Of those leases, as of September 30, 2017 , leases representing 203,964 square feet of Commercial space have not yet renewed and are scheduled to expire over the next three months. Below is information about existing and estimated market base rents per square foot for that space.
Expiring Leases:
 
Total
Square feet
 
203,964

Average base rent per square foot
 
$
19.59

Estimated market base rent per square foot
 
$
19.57


Item 3.    Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to certain financial market risks, the most predominant being fluctuations in interest rates. Interest rate fluctuations are monitored by management as an integral part of the Company’s overall risk management program, which recognizes the unpredictability of financial markets and seeks to reduce the potentially adverse effect on the Company’s results of operations.
The Company may, where appropriate, employ derivative instruments, such as interest rate swaps, to mitigate the risk of interest rate fluctuations. The Company does not enter into derivatives or other financial instruments for trading or speculative purposes. On June 29, 2010, the Company entered into an interest rate swap agreement with a $45.6 million notional amount to manage the interest rate risk associated with $45.6 million of variable-rate debt. The swap agreement was effective July 1, 2010, terminates on July 1, 2020 and effectively fixes the interest rate on the debt at 5.83% . The fair value of the swap at September 30, 2017 was approximately $1.5 million  and is reflected in accounts payable, accrued expenses and other liabilities in the consolidated balance sheet.
The Company is exposed to interest rate fluctuations which will affect the amount of interest expense of its variable rate debt and the fair value of its fixed rate debt. As of September 30, 2017 , the Company had variable rate indebtedness totaling $103.2 million . If the interest rates on the Company’s variable rate debt instruments outstanding at September 30, 2017 had been one percentage point higher, our annual interest expense relating to these debt instruments would have increased by $1.0 million based on those balances. As of September 30, 2017 , the Company had fixed-rate indebtedness totaling $865.7 million with a weighted average interest rate of 5.38% . If interest rates on the Company’s fixed-rate debt instruments at September 30, 2017 had been one percentage point higher, the fair value of those debt instruments on that date would have been approximately $44.3 million   less than the carrying value.
Item 4. Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Company’s reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e) promulgated under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including its Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer, and its Senior Vice President-Chief Accounting Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2017 . Based on the foregoing, the Company’s Chairman and Chief Executive Officer, its Senior Vice President-Chief Financial Officer, Secretary and Treasurer and its Senior Vice President-Chief Accounting Officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2017 .
During the quarter ended September 30, 2017 , there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

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Table of Contents

PART II. OTHER INFORMATION
Item 1.
Legal Proceedings
None
Item 1A.
Risk Factors
The Company has no material updates to the risk factors presented in Item 1A. Risk Factors in the 2016 Annual Report of the Company on Form 10-K.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
B. Francis Saul II, the Company’s Chairman of the Board and Chief Executive Officer, his spouse and entities affiliated with Mr. Saul II, through participation in the Company’s Dividend Reinvestment and Stock Purchase Plan for the
July 31, 2017 dividend distribution acquired 55,763 shares of common stock at a price of $57.40 per share and
16,021  limited partnership units at a price of $58.13 per unit.
Item 3.
Defaults Upon Senior Securities
None
Item 4.
Mine Safety Disclosures
Not Applicable
Item 5.
Other Information
None

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Item 6.
Exhibits

10.
 
(a)
 
 
 
(b)
 
 
 
 
 
 
31.
 
 
 
 
 
 
 
 
32.
 
 
 
 
 
 
 
 
99.
 
(a)
 
 
 
 
 
 
101.
 
 
 
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2017, formatted in Extensible Business Reporting Language (“XBRL”): (i) consolidated balance sheets, (ii) consolidated statements of operations, (iii) consolidated statements of changes in stockholders’ equity and comprehensive income, (iv) consolidated statements of cash flows, and (v) the notes to the consolidated financial statements.


- 44 -
Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SAUL CENTERS, INC.
(Registrant)
 
 
Date: November 2, 2017
/s/ J. Page Lansdale
 
J. Page Lansdale, President and Chief Operating Officer
 
 
Date: November 2, 2017
/s/ Scott V. Schneider
 
Scott V. Schneider
Senior Vice President, Chief Financial Officer
(principal financial officer)
 
 
Date: November 2, 2017
/s/ Joel A. Friedman
 
Joel A. Friedman
Senior Vice President, Chief Accounting Officer
(principal accounting officer)

- 45 -
Exhibit 10.(a)

 

 

 

 

 

 

 

 

 

 
Exhibit 10.(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 





Exhibit 31
CERTIFICATIONS



I, B. Francis Saul II, certify that:     

1.
I have reviewed this report on Form 10-Q of Saul Centers, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and





5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date: November 2, 2017


/s/ B. Francis Saul II____
B. Francis Saul II
Chairman and Chief Executive Officer
    






CERTIFICATIONS


I, Scott V. Schneider, certify that:

1.
I have reviewed this report on Form 10-Q of Saul Centers, Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and





5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: November 2, 2017


/s/ Scott V. Schneider_
Scott V. Schneider
Senior Vice President,
Chief Financial Officer,
Secretary and Treasurer
    

















Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, B. Francis Saul II, the Chairman and Chief Executive Officer of Saul Centers, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2017 (the “Report”). The undersigned hereby certifies that:
(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2017                       /s/ B. Francis Saul II______________________
Name: B. Francis Saul II
Title: Chairman and Chief Executive Officer







CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned, Scott V. Schneider, the Chief Financial Officer of Saul Centers, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2017 (the “Report”). The undersigned hereby certifies that:
(1)      the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)      the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date: November 2, 2017                       /s/ Scott V. Schneider_________
Name: Scott V. Schneider
Title: Senior Vice President,
Chief Financial Officer, Secretary and
Treasurer





 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 99 (a)
Saul Centers, Inc.
Schedule of Current Portfolio Properties
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasable Area (Square Feet)
 
Year Acquired or Developed (Renovated)
 
Land Area (Acres)
 
Percentage Leased as of September 30,
 
(1)
 
 
Property
 
Location
 
 
 
 
2017
 
2016
 
2015
 
2014
 
2013
 
Anchor / Significant Tenants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shopping Centers
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ashburn Village
 
Ashburn, VA
 
221,585

 
1994-2006
 
26.4

 
93
%
 
91
%
 
95
%
 
94
%
 
93
%
 
Giant Food, Hallmark Cards, McDonald's, Burger King, Dunkin Donuts, Kinder Care
 
Ashland Square Phase I
 
Dumfries, VA
 
23,120

 
2007
 
2.0

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Capital One Bank, CVS Pharmacy, The All American Steakhouse
 
Beacon Center
 
Alexandria, VA
 
358,071

 
1972 (1993/99/07)
 
32.3

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Lowe's Home Improvement Center, Giant Food, Home Goods, Outback Steakhouse, Marshalls, Party Depot, Panera Bread, TGI Fridays, Starbucks, Famous Dave's, Chipotle, Capital One Bank
 
BJ's Wholesale Club
 
Alexandria, VA
 
115,660

 
2008
 
9.6

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
BJ's Wholesale Club
 
Boca Valley Plaza
 
Boca Raton, FL
 
121,269

 
2004
 
12.7

 
95
%
 
99
%
 
100
%
 
89
%
 
91
%
 
Publix, Wells Fargo, Palm Beach Fitness, Anthony's Clothing
 
Boulevard
 
Fairfax, VA
 
49,140

 
1994 (1999/09)
 
5.0

 
100
%
 
100
%
 
100
%
 
95
%
 
100
%
 
Panera Bread, Party City, Petco, Capital One Bank
 
Briggs Chaney MarketPlace
 
Silver Spring, MD
 
194,258

 
2004
 
18.2

 
98
%
 
100
%
 
99
%
 
99
%
 
99
%
 
Global Food, Ross Dress For Less, Family Dollar, Advance Auto Parts, McDonald's, Wendy's
 
Broadlands Village
 
Ashburn, VA
 
174,734

 
2003/4/6
 
24.0

 
76
%
 
99
%
 
98
%
 
95
%
 
88
%
 
Aldi Grocery, The All American Steakhouse, Bonefish Grill, Dollar Tree, Starbucks, Minnieland Day Care, Capital One Bank
 
Burtonsville Town Square
 
Burtonsville, MD
 
121,132

 
2017
 
26.3

 
100
%
 
N/A

 
N/A

 
N/A

 
N/A

 
Giant Food, Petco, Starbucks, Green Turtle, Capital One Bank
 
Countryside Marketplace
 
Sterling, VA
 
138,229

 
2004
 
16.0

 
94
%
 
94
%
 
93
%
 
93
%
 
90
%
 
Safeway, CVS Pharmacy, Starbucks, McDonald's
 
Cranberry Square
 
Westminster, MD
 
141,450

 
2011
 
18.9

 
100
%
 
100
%
 
97
%
 
98
%
 
95
%
 
Giant Food, Staples, Party City, Pier 1 Imports, Jos. A. Bank, Wendy's, Giant Gas Station
 
Cruse MarketPlace
 
Cumming, GA
 
78,686

 
2004
 
10.6

 
89
%
 
92
%
 
92
%
 
88
%
 
84
%
 
Publix, Subway, Orange Theory
 
Flagship Center
 
Rockville, MD
 
21,500

 
1972, 1989
 
0.5

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Capital One Bank
 
French Market
 
Oklahoma City, OK
 
246,148

 
1974 (1984/98)
 
13.8

 
97
%
 
98
%
 
97
%
 
100
%
 
96
%
 
Burlington Coat Factory, Bed Bath & Beyond, Staples, Petco, The Tile Shop, Lakeshore Learning Center, Dollar Tree, Verizon, Raising Cane's
 
Germantown
 
Germantown, MD
 
18,982

 
1992
 
2.7

 
100
%
 
100
%
 
100
%
 
81
%
 
81
%
 
CVS Pharmacy, Jiffy Lube
 
The Glen
 
Woodbridge, VA
 
136,440

 
1994 (2005)
 
14.7

 
98
%
 
94
%
 
95
%
 
96
%
 
97
%
 
Safeway Marketplace, The All American Steakhouse, Panera Bread, Five Guys, Chipotle
 
Great Falls Center
 
Great Falls, VA
 
91,666

 
2008
 
11.0

 
100
%
 
98
%
 
99
%
 
98
%
 
95
%
 
Safeway, CVS Pharmacy, Capital One Bank, Starbucks, Subway, Long & Foster
 
Hampshire Langley
 
Takoma Park, MD
 
131,700

 
1972 (1979)
 
9.9

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Mega Mart, Starbucks, Chuck E. Cheese's, Sardi's Chicken, Capital One Bank
 
Hunt Club Corners
 
Apopka, FL
 
105,812

 
2006
 
13.9

 
93
%
 
93
%
 
94
%
 
94
%
 
94
%
 
Publix, Pet Supermarket, Sprint
 
Jamestown Place
 
Altamonte Springs, FL
 
96,341

 
2005
 
10.9

 
95
%
 
95
%
 
90
%
 
88
%
 
86
%
 
Publix, Carrabas Italian Grill
 
Kentlands Square I
 
Gaithersburg, MD
 
114,381

 
2002
 
11.5

 
98
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Lowe's Home Improvement Center, Chipotle
 
 
 
 
 
Saul Centers, Inc.
 
Schedule of Current Portfolio Properties
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasable Area (Square Feet)
 
Year Acquired or Developed (Renovated)
 
Land Area (Acres)
 
Percentage Leased as of September 30,
 
(1)
 
 
Property
 
Location
 
 
 
 
2017
 
2016
 
2015
 
2014
 
2013
 
Anchor / Significant Tenants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shopping Centers (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kentlands Square II
 
Gaithersburg, MD
 
246,965

 
2011
 
23.4

 
99
%
 
100
%
 
99
%
 
99
%
 
96
%
 
Giant Food, Kmart, Party City, Panera Bread, Not Your Average Joe's, Hallmark, Chick-Fil-A, Coal Fire Pizza, Tommy Joe's, Cava Mezza Grill, Zengo Cycle, Fleet Feet
 
Kentlands Place
 
Gaithersburg, MD
 
40,697

 
2005
 
3.4

 
93
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Elizabeth Arden's Red Door Salon, Bonefish Grill
 
Lansdowne Town Center
 
Leesburg, VA
 
189,422

 
2006
 
23.4

 
96
%
 
85
%
 
97
%
 
94
%
 
94
%
 
Harris Teeter, CVS Pharmacy, Panera Bread, Not Your Average Joe's, Starbucks, Capital One Bank, Ford's Fish Shack, Fusion Learning
 
Leesburg Pike Plaza
 
Baileys Crossroads, VA
97,752

 
1966 (1982/95)
 
9.4

 
95
%
 
95
%
 
100
%
 
96
%
 
100
%
 
CVS Pharmacy, Party Depot, FedEx Office, Verizon Wireless, Capital One Bank
 
Lumberton Plaza
 
Lumberton, NJ
 
192,718

 
1975 (1992/96)
 
23.3

 
84
%
 
91
%
 
91
%
 
95
%
 
94
%
 
Aldi Grocery, Rite Aid, Virtua Health Center, Family Dollar, Retro Fitness, Big Lots, Pet Valu
 
Metro Pike Center
 
Rockville, MD
 
67,488

 
2010
 
4.6

 
71
%
 
69
%
 
77
%
 
83
%
 
91
%
 
McDonald's, Dunkin Donuts, 7-Eleven
 
Shops at Monocacy
 
Frederick, MD
 
109,144

 
2004
 
13.0

 
100
%
 
100
%
 
100
%
 
97
%
 
93
%
 
Giant Food, Giant Gas Station, Panera Bread, Five Guys, California Tortilla, Firehouse Subs, Comcast, Capital One Bank
 
Northrock
 
Warrenton, VA
 
100,032

 
2009
 
15.4

 
99
%
 
95
%
 
94
%
 
91
%
 
85
%
 
Harris Teeter, Longhorn Steakhouse, Ledo's Pizza, Capital One Bank, Jos. A Bank, Novant Health
 
Olde Forte Village
 
Ft. Washington, MD
 
143,577

 
2003
 
16.0

 
99
%
 
97
%
 
97
%
 
97
%
 
97
%
 
Safeway, Advance Auto Parts, Dollar Tree, McDonald's, Wendy's, Ledo's Pizza, Capital One Bank
 
Olney
 
Olney, MD
 
53,765

 
1975 (1990)
 
3.7

 
94
%
 
91
%
 
96
%
 
94
%
 
94
%
 
Rite Aid, Olney Grill, Ledo's Pizza, Popeye's, Sardi's Fusion Restaurant
 
Orchard Park
 
Dunwoody, GA
 
87,365

 
2007
 
10.5

 
100
%
 
97
%
 
98
%
 
98
%
 
94
%
 
Kroger, Subway, Jett Ferry Dental
 
Palm Springs Center
 
Altamonte Springs, FL
 
126,446

 
2005
 
12.0

 
100
%
 
100
%
 
98
%
 
98
%
 
98
%
 
Safeway, Duffy's Sports Grill, Toojay's Deli, The Tile Shop, Rockler Tools, Humana Health
 
Ravenwood
 
Baltimore, MD
 
93,328

 
1972 (2006)
 
8.0

 
100
%
 
100
%
 
99
%
 
96
%
 
94
%
 
Giant Food, Starbucks, Sleepy's, Dominos, Bank of America
 
11503 Rockville Pk / 5541 Nicholson Ln
 
Rockville, MD
 
40,249

 
2010 / 2012
 
3.0

 
61
%
 
63
%
 
63
%
 
63
%
 
70
%
 
Dr. Boyd's Pet Resort, Metropolitan Emergency Animal Clinic
 
1500/1580/1582/1584 Rockville Pike
 
Rockville, MD
 
110,128

 
2012/2014
 
10.3

 
96
%
 
87
%
 
90
%
 
99
%
 
100
%
 
Party City, CVS Pharmacy, Sheffield Furniture
 
Seabreeze Plaza
 
Palm Harbor, FL
 
146,673

 
2005
 
18.4

 
98
%
 
98
%
 
93
%
 
97
%
 
91
%
 
Publix, Earth Origins Health Food, Petco, Planet Fitness, Vision Works
 
Marketplace at Sea Colony
 
Bethany Beach, DE
 
21,677

 
2008
 
5.1

 
100
%
 
100
%
 
95
%
 
95
%
 
91
%
 
Seacoast Realty, Armand's Pizza, Candy Kitchen, Summer Salts, Fin's Alehouse
 
Seven Corners
 
Falls Church, VA
 
573,481

 
1973 (1994-7/07)
 
31.6

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
The Home Depot, Shoppers Food & Pharmacy, Michaels Arts & Crafts, Barnes & Noble, Ross Dress For Less, Ski Chalet, Off-Broadway Shoes, JoAnn Fabrics, Dress Barn, Starbucks, Dogfishhead Ale House, Red Robin Gourmet Burgers, Chipotle, Wendy's, Burlington Coat Factory, Capital One Bank
 
Severna Park Marketplace
 
Severna Park, MD
 
254,011

 
2011
 
20.6

 
100
%
 
98
%
 
100
%
 
100
%
 
100
%
 
Giant Food, Kohl's, Office Depot, A.C. Moore, Goodyear, Chipotle, McDonald's, Jos. A. Bank, Radio Shack, Five Guys, Unleashed (Petco), Mod Pizza, Jersey Mike's
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Saul Centers, Inc.
 
Schedule of Current Portfolio Properties
 
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasable Area (Square Feet)
 
Year Acquired or Developed (Renovated)
 
Land Area (Acres)
 
Percentage Leased as of September 30,
 
(1)
 
 
Property
 
Location
 
 
 
 
2017
 
2016
 
2015
 
2014
 
2013
 
Anchor / Significant Tenants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shopping Centers (continued)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shops at Fairfax
 
Fairfax, VA
 
68,762

 
1975 (1993/99)
 
6.7

 
97
%
 
97
%
 
100
%
 
96
%
 
100
%
 
Super H Mart
 
Smallwood Village Center
 
Waldorf, MD
 
173,341

 
2006
 
25.1

 
83
%
 
69
%
 
69
%
 
72
%
 
74
%
 
Safeway, CVS Pharmacy, Family Dollar
 
Southdale
 
Glen Burnie, MD
 
484,035

 
1972 (1986)
 
39.6

 
98
%
 
98
%
 
95
%
 
89
%
 
97
%
 
The Home Depot, Michaels Arts & Crafts, Marshalls, PetSmart, Value City Furniture, Athletic Warehouse, Starbucks, Gallo Clothing, Office Depot, The Tile Shop, Mercy Health Care, Massage Envy, Potbelly, Capital One Bank
 
Southside Plaza
 
Richmond, VA
 
371,761

 
1972
 
32.8

 
91
%
 
91
%
 
98
%
 
98
%
 
98
%
 
Community Supermarket, Maxway, Citi Trends, City of Richmond, McDonald's, Burger King, Kool Smiles, Falla's
 
South Dekalb Plaza
 
Atlanta, GA
 
163,418

 
1976
 
14.6

 
89
%
 
88
%
 
90
%
 
93
%
 
94
%
 
Maxway, Big Lots, Emory Clinic, Dollar Tree, Shoe Land
 
Thruway
 
Winston-Salem, NC
 
366,693

 
1972 (1997)
 
31.5

 
96
%
 
98
%
 
96
%
 
96
%
 
95
%
 
Harris Teeter, Trader Joe's, Stein Mart, Talbots, Hanes Brands, Jos. A. Bank, Bonefish Grill, Chico's, Ann Taylor Loft, Rite Aid, FedEx Office, Plow & Hearth, New Balance, Aveda Salon, Christies Hallmark, Carter's Kids, McDonald's, Chick-Fil-A, Wells Fargo Bank, Francesca's Collections, Great Outdoor Provision Company, White House / Black Market, Soma, J Crew
 
Village Center
 
Centreville, VA
 
146,032

 
1990
 
17.2

 
98
%
 
95
%
 
94
%
 
98
%
 
98
%
 
Giant Food, Tuesday Morning, Starbucks, McDonald's, Pet Supplies Plus, Bikram Yoga, Capital One Bank
 
Westview Village
 
Frederick, MD
 
97,858

 
2009
 
11.6

 
95
%
 
100
%
 
95
%
 
90
%
 
87
%
 
Silver Diner, Sleepy's, Music & Arts, Firehouse Subs, CiCi's Pizza, Café Rio, Five Guys, Regus, Krispy Kreme
 
White Oak
 
Silver Spring, MD
 
480,676

 
1972 (1993)
 
27.9

 
99
%
 
100
%
 
99
%
 
100
%
 
100
%
 
Giant Food, Sears, Walgreens, Boston Market, Sarku
 
 
 
 
Total Shopping Centers
(3)
7,747,798

 
 
 
753.0

 
95.8
%
 
95.7
%
 
96.1
%
 
95.7
%
 
95.4
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Saul Centers, Inc.
Schedule of Current Portfolio Properties
September 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Leasable Area (Square Feet)
 
Year Acquired or Developed (Renovated)
 
Land Area (Acres)
 
Percentage Leased as of September 30,
 
(1)
 
 
Property
 
Location
 
 
 
 
2017
 
2016
 
2015
 
2014
 
2013
 
Anchor / Significant Tenants
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mixed-Use Properties
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Avenel Business Park
 
Gaithersburg, MD
 
390,683

 
1981-2000
 
37.1

 
86
%
 
85
%
 
85
%
 
90
%
 
91
%
 
General Services Administration, Gene Dx, Inc., American Type Culture Collection, Inc.
 
Clarendon Center-North Block
 
Arlington, VA
 
108,387

 
2010
 
0.6

 
100
%
 
99
%
 
96
%
 
96
%
 
96
%
 
Pete's New Haven Pizza, AT&T Mobility, Dunkin Donuts, Airline Reporting Corporation
 
Clarendon Center-South Block
 
Arlington, VA
 
104,894

 
2010
 
1.3

 
100
%
 
100
%
 
100
%
 
100
%
 
100
%
 
Trader Joe's, Circa, Burke & Herbert Bank, Bracket Room, Winston Partners, Keppler Speakers Bureau, ECG Management Co., Leadership Institute, Capital One Bank
 
Clarendon Center Residential-South Block (244 units)
 
188,671

 
2010
 
 
 
96
%
 
97
%
 
97
%
 
100
%
 
98
%
 
 
 
Park Van Ness- Residential (271 units)
 
Washington, DC
 
214,600

 
2016
 
1.4

 
94
%
 
61
%
 
N/A

 
N/A

 
N/A

 
 
 
Park Van Ness-Retail
 
Washington, DC
 
8,847

 
2016
 


 
100
%
 
100
%
 
N/A

 
N/A

 
N/A

 
Soapstone Market, Sfoglina Pasta House
 
601 Pennsylvania Ave.
 
Washington, DC
 
227,651

 
1973 (1986)
 
1.0

 
100
%
 
99
%
 
98
%
 
95
%
 
95
%
 
National Gallery of Art, America's Health Insurance Plans, Credit Union National Assn., Southern Company, HQ Global, Freedom Forum, Capital Grille, Michael Best & Friedrich LLP
 
Washington Square
 
Alexandria, VA
 
236,376

 
1975 (2000)
 
2.0

 
93
%
 
89
%
 
93
%
 
93
%
 
89
%
 
Vanderweil Engineering, Freeman Expositions, Cooper Carry, Marketing General, Alexandria Economic Development, Trader Joe's, FedEx Office, Talbots, Sunday in Saigon Restaurant, Starbucks, National Pace Association, Virginia ABC, Academy of Managed Care Pharmacy
 
 
 
 
Total Mixed-Use Properties
(3)
1,480,109

 
 
 
43.4

 
93.4
%
 
88.7
%
 
91.1
%
 
93.6
%
 
91.0
%
 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Portfolio
(3)
9,227,907

 
 
 
796.4

 
95.5
%
 
94.8
%
 
95.4
%
 
95.4
%
 
94.8
%
 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Land and Development Parcels
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ashland Square Phase II
 
Manassas, VA
 
 
 
2004
 
17.3

 
Marketing to grocers and other retail businesses, with a development timetable yet to be finalized.
 
N. Glebe Road
 
Arlington, VA
 
 
 
2014-2016
 
2.8

 
Construction of a 490-unit residential project with 62,000 square feet of retail space is currently in process.
 
New Market
 
New Market, MD
 
 
 
2005
 
35.5

 
Parcel will accommodate retail development in excess of 120,000 SF near I-70, east of Frederick, Maryland. A development timetable has not been determined.
 
 
 
 
Total Development Properties
 
 
 
55.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1
)
 
Percentage leased is a percentage of rentable square feet leased for commercial space and a percentage of units leased for apartments. Includes only operating properties owned as of
September 30, 2017. As such, prior year totals do not agree to prior year tables.
 
 
(2
)
 
Total percentage leased is for commercial space only.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3
)
 
Prior year leased percentages for Total Shopping Centers, Total Mixed-Use Properties and Total Portfolio have been recalculated to exclude the impact of properties sold or removed from service and, therefore, the percentages reported in this table may be different than the percentages previously reported.