BFS-PD

MKT CAP $473.8MP/E 19.6DIV YIELD —FCF YIELD —REV TTM $302.2M +8.7%NET INCOME $34.9M −19.1%NET DEBT $1.6B52W 18.75 – 21.96SEC XBRL · TTM TO Invalid Date

How BFS-PD rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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Risk Factors." Overview The Company's primary strategy is to continue to diversify its assets through development of transit-oriented, residential mixed-use projects and expansion of and additions to its grocery-anchored Shopping Centers in the Washington, DC/Baltimore metropolitan area.
The Company's operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the addition of pad sites, and supplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers.
The Company has a pipeline of entitled sites in its portfolio, some of which are currently Shopping Centers, for development of up to 2,500 apartment units and 850,000 square feet of retail and office space.
In addition, the Company recently entered into a lease with Publix to develop a new grocery store at Ashland Square in Prince William County, Virginia.
When complete, Ashland Square is expected to ultimately comprise approximately 124,000 square feet of retail space including the 50,325 square foot Publix, three existing pad sites, four additional pad sites and approximately 30,000 square feet of small shop space.
The Company has two executed leases and six leases are under negotiation for a total of eight more pad sites.
Actions taken by the Federal government will likely continue to impact the office, retail and residential real estate markets in the Washington, DC/Baltimore metropolitan area over the coming years.
Because the majority of the Company’s property net operating income is produced by our Shopping Centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion and closure plans.
The Company's commercial leasing percentage, on a same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, decreased to 94.6% at December 31, 2025, from 95.2% at December 31, 2024.
The Company maintains a ratio of total debt to total asset value of under 50%, which allows us to obtain additional secured borrowings if necessary.
As of December 31, 2025, including $100.0 million of hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2026 to 2041 represented approximately 88.4% of the Company’s notes payable, thus minimizing refinancing risk.
The Company’s unhedged variable-rate debt consists of $189.0 million outstanding under the New Credit Facility.
As of December 31, 2025, the Company has availability of approximately $96.2 million under its New Credit Facility.
This section generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 28, 2025.
Net income for 2025 decreased to $49.2 million from $67.7 million in 2024.
The $18.5 million decline in net income primarily resulted from the adverse impact of the initial operations of Twinbrook Quarter Phase I of $14.3 million and Hampden House of $5.1 million.
Significant changes in revenue and expenses are discussed below.
Revenue Year ended December 31, Percentage Change (Dollars in thousands) 2025 2024 2023 2025 from 2024 2024 from 2023 Base rent $ 237,426 $ 216,622 $ 208,295 9.6 % 4.0 % Expense recoveries 44,310 40,826 37,094 8.5 % 10.1 % Percentage rent 1,806 1,853 1,790 (2.5) % 3.5 % Other property revenue 2,545 2,737 2,412 (7.0) % 13.5 % Credit losses on operating lease receivables, net (1,722) (860) (534) 100.2 % 61.0 % Rental revenue 284,365 261,178 249,057 8.9 % 4.9 % Other revenue 5,478 7,669 8,150 (28.6) % (5.9) % Total revenue $ 289,843 $ 268,847 $ 257,207 7.8 % 4.5 % Total revenue increased 7.8% in 2025 compared to 2024 as described below.
Base rent: Base rent includes $9.5 million and $(7.8) million for 2025 and 2024, respectively, to recognize base rent on a straight-line basis.
In addition, base rent includes $0.6 million and $0.8 million for 2025 and 2024, respectively, to recognize income from the accretion of discounts related to in-place leases acquired in connection with purchased real estate investment properties.
The $20.8 million increase in base rent in 2025 compared to 2024 was primarily attributable to (a) higher residential and commercial base rent related to Twinbrook Quarter Phase I of $11.0 million, (b) higher commercial base rent, exclusive of Twinbrook Quarter Phase I and Hampden House, of $7.7 million, (c) higher residential base rent, exclusive of Twinbrook Quarter Phase I and Hampden House, of $1.4 million and (d) higher residential and commercial base rent of Hampden House of $0.7 million.
Expense recoveries: The $3.5 million increase in expense recoveries in 2025 compared to 2024 is primarily attributable to an increase in recoverable property operating expenses.
Credit losses on operating lease receivables, net: Credit losses on operating lease receivables, net was a loss of $1.7 million during 2025.
The loss is primarily due to higher reserves on lease receivables in 2025.
Other Revenue: The $2.2 million decrease in other revenue was primarily due to (a) lower lease termination fees of $2.6 million partially offset by (b) higher parking revenue of $0.4 million.
Expenses Year ended December 31, Percentage Change (Dollars in thousands) 2025 2024 2023 2025 from 2024 2024 from 2023 Property operating expenses $ 52,034 $ 41,719 $ 37,489 24.7 % 11.3 % Real estate taxes 32,446 30,342 29,650 6.9 % 2.3 % Interest expense, net and amortization of deferred debt costs 70,548 53,696 49,153 31.4 % 9.2 % Depreciation and amortization of deferred leasing costs 58,784 50,502 48,430 16.4 % 4.3 % General and administrative 26,932 25,066 23,459 7.4 % 6.9 % Total expenses $ 240,744 $ 201,325 $ 188,181 19.6 % 7.0 % Total expenses increased 19.6% in 2025 compared to 2024, primarily due to the initial operations of Twinbrook Quarter Phase I and Hampden House.
Property operating expenses: Property operating expenses increased $10.3 million in 2025 compared to 2024 primarily due to (a) the initial operations of Twinbrook Quarter Phase I of $4.3 million, (b) higher repairs and maintenance expenses, exclusive of Twinbrook Quarter Phase I and Hampden House, of $3.6 million, of which $2.2 million relates to snow removal costs, (c) higher utility expenses, exclusive of Twinbrook Quarter Phase I and Hampden House, of $1.0 million, (d) the initial operations of Hampden House of $0.9 million and (e) higher insurance costs, exclusive of Twinbrook Quarter Phase I and Hampden House of $0.3 million.
Real estate taxes: Real estate taxes increased $2.1 million in 2025 compared to 2024, primarily due to (a) the initial operations of Twinbrook Quarter Phase I of $1.1 million and Hampden House of $0.6 million and (b) higher tax assessments across the portfolio, exclusive of Twinbrook Quarter Phase I and Hampden House.
Interest expense, net and amortization of deferred debt costs: Interest expense, net and amortization of deferred debt costs increased 31.4% in 2025 compared to 2024 primarily due to (a) the initial operations of Twinbrook Quarter Phase I of $14.8 million and Hampden House of $2.8 million, (b) $2.1 million of higher interest incurred as a result of higher average outstanding debt and (c) higher amortization of deferred debt costs of $0.6 million partially offset by (d) $2.8 million of lower interest incurred as a result of lower average interest rates and (e) higher capitalized interest, exclusive of Twinbrook Quarter Phase I and Hampden House, prior to Hampden House opening on October 1, 2025, of $0.6 million.
Depreciation and amortization of deferred leasing costs: Depreciation and amortization of deferred leasing costs increased $8.3 million in 2025 compared to 2024 primarily due to Twinbrook Quarter Phase I of $6.7 million and Hampden House of $1.6 million as a result of being placed into service in 2024 and 2025, respectively.
General and administrative: General and administrative costs increased $1.9 million in 2025 compared to 2024 primarily due to higher employment costs of $1.9 million.
Same property revenue and same property net operating income Same property revenue and same property net operating income are non-GAAP financial measures of performance intended to enhance period-to-period comparability by excluding the results of properties that were not in operation for the entirety of the comparable reporting periods.
We define same property revenue as total revenue less straight-line base rent and above/below market lease amortization of leases acquired in connection with purchased real estate investment properties minus the revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property net operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, (d) change in fair value of derivatives, and (e) loss on the early extinguishment of debt minus (f) gains on sale of property, (g) straight-line base rent and above/below market lease amortization of leases acquired in connection with purchased real estate investment properties and (h) the operating income of properties that were not in operation for the entirety of the comparable periods.
Other REITs may use different methodologies for calculating same property revenue and same property net operating income.
Accordingly, our same property revenue and same property net operating income may not be comparable to those of other REITs.
Same property revenue and same property net operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of our properties.
Same property revenue and same property net operating income are measures of the operating performance of our properties but do not measure our performance as a whole.
The tables below provide reconciliations of property revenue and property net operating income under GAAP to same property revenue and same property net operating income for the indicated periods.
Two properties, Twinbrook Quarter Phase I and Hampden House, were excluded from same property results.

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Risk Factors." Overview The Company’s primary strategy is to continue to focus on diversification of its assets through development of transit-oriented, residential mixed-use projects and expansion of and additions to its grocery-anchored shopping centers in the Washington, DC metropolitan area.
The Company’s operating strategy also includes improvement of the operating performance of its assets, internal growth of its Shopping Centers through the additions of pad sites, and supplementing its development pipeline with selective redevelopment and renovations of its core Shopping Centers.
Including Twinbrook Quarter and Hampden House, the Company has a pipeline of entitled sites in its portfolio, some of which are currently Shopping Centers, for development of up to an additional 3,200 apartment units and 870,000 square feet of retail and office space.
The Company has two executed leases and four leases are under negotiation for a total of six more pad sites.
Actions taken by the Federal government will likely continue to impact the office, retail and residential real estate markets over the coming years.
Because the majority of the Company’s property operating income is produced by our Shopping Centers, we continually monitor the implications of government policy changes, as well as shifts in consumer demand between on-line and in-store shopping, on future shopping center construction and retailer store expansion and closure plans.
The Company's commercial leasing percentage, on a same property basis, which excludes the impact of properties not in operation for the entirety of the comparable periods, increased to 95.2% at December 31, 2024, from 94.1% at December 31, 2023.
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 December 31, 2024, including $100.0 million of hedged variable-rate debt, total fixed-rate debt with staggered maturities from 2026 to 2041 represented approximately 88.0% of the Company’s notes payable, thus minimizing refinancing risk.
The Company’s unhedged variable-rate debt consists of $187.0 million outstanding under the Credit Facility.
As of December 31, 2024, the Company has availability of approximately $134.5 million under its Credit Facility.
This section generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 29, 2024.
Revenue Year ended December 31, Percentage Change (Dollars in thousands) 2024 2023 2022 2024 from 2023 2023 from 2022 Base rent $ 216,622 $ 208,295 $ 201,182 4.0 % 3.5 % Expense recoveries 40,826 37,094 36,025 10.1 % 3.0 % Percentage rent 1,853 1,790 1,632 3.5 % 9.7 % Other property revenue 2,737 2,412 1,910 13.5 % 26.3 % Credit (losses) recoveries on operating lease receivables, net (860) (534) 88 61.0 % NM Rental revenue 261,178 249,057 240,837 4.9 % 3.4 % Other revenue 7,669 8,150 5,023 (5.9) % 62.3 % Total revenue $ 268,847 $ 257,207 $ 245,860 4.5 % 4.6 % NM = Not Meaningful Total revenue increased 4.5% in 2024 compared to 2023 as described below.
Base rent: Base rent includes $(7.8) million and $(0.6) million for 2024 and 2023, respectively, to recognize base rent on a straight-line basis.
In addition, base rent includes $0.8 million and $1.3 million for 2024 and 2023, respectively, to recognize income from the amortization of in-place leases acquired in connection with purchased real estate investment properties.
The $8.3 million increase in base rent in 2024 compared to 2023 was primarily attributable to (a) higher commercial base rent of $6.4 million and (b) higher residential rent of $1.9 million.
Expense recoveries: The $3.7 million increase in expense recoveries in 2024 compared to 2023 is primarily attributable to an increase in recoverable property operating expenses.
Credit (losses) recoveries on operating lease receivables, net: Credit (losses) recoveries on operating lease receivables, net was a loss of $0.9 million during 2024.
The loss is primarily due to higher reserve on lease receivables in 2024.
Other Revenue: The $0.5 million decrease in other revenue was primarily due to lower parking revenue of $0.3 million.
Expenses Year ended December 31, Percentage Change (Dollars in thousands) 2024 2023 2022 2024 from 2023 2023 from 2022 Property operating expenses $ 41,719 $ 37,489 $ 35,934 11.3 % 4.3 % Real estate taxes 30,342 29,650 28,588 2.3 % 3.7 % Interest expense, net and amortization of deferred debt costs 53,696 49,153 43,937 9.2 % 11.9 % Depreciation and amortization of deferred leasing costs 50,502 48,430 48,969 4.3 % (1.1) % General and administrative 25,066 23,459 22,392 6.9 % 4.8 % Loss on early extinguishment of debt — — 648 NA NM Total expenses $ 201,325 $ 188,181 $ 180,468 7.0 % 4.3 % NM = Not Meaningful Total expenses increased 7.0% in 2024 compared to 2023 as described below.
Property operating expenses: Property operating expenses increased $4.2 million in 2024 compared to 2023 primarily due to (a) increased repairs and maintenance expense across the portfolio of $3.3 million, of which $1.4 million was related to snow removal costs, (b) higher property employee compensation and benefits of $0.4 million and (c) increased utilities expense across the portfolio of $0.3 million.
Real estate taxes: Real estate taxes increased $0.7 million in 2024 compared to 2023, which was due to higher tax assessments across the portfolio.
Interest expense, net and amortization of deferred debt costs: Interest expense, net and amortization of deferred debt costs increased $4.5 million in 2024 compared to 2023 primarily due to (a) $7.9 million of higher interest incurred as a result of higher average outstanding debt partially offset by (b) $0.3 million of lower interest incurred as a result of lower average interest rates and (c) higher capitalized interest of $3.3 million related to Twinbrook Quarter Phase I and Hampden House.
Depreciation and amortization of deferred leasing costs: Depreciation and amortization of deferred leasing costs increased $2.1 million in 2024 compared to 2023 primarily due to Twinbrook Quarter Phase I assets being placed in service during 2024.
General and administrative: General and administrative costs increased $1.6 million in 2024 compared to 2023 primarily due to (a) higher development start-up costs relating to Twinbrook Quarter Phase 1 of $0.8 million, (b) higher consulting fees of $0.4 million and (c) higher director fees of $0.4 million.
Same property revenue and same property operating income Same property revenue and same property operating income are non-GAAP financial measures of performance and improve the comparability of these measures by excluding the results of properties which were not in operation for the entirety of the comparable reporting periods.
We define same property revenue as total revenue less straight-line base rent and above/below market lease amortization of leases acquired in connection with purchased real estate investment properties minus the revenue of properties not in operation for the entirety of the comparable reporting periods, and we define same property operating income as net income plus (a) interest expense, net and amortization of deferred debt costs, (b) depreciation and amortization of deferred leasing costs, (c) general and administrative expenses, (d) change in fair value of derivatives, and (e) loss on the early extinguishment of debt minus (f) gains on sale of property, (g) straight-line base rent and above/below market lease amortization of leases acquired in connection with purchased real estate investment properties and (h) the operating income of properties that were not in operation for the entirety of the comparable periods.
Other REITs may use different methodologies for calculating same property revenue and same property operating income.
Accordingly, our same property revenue and same property operating income may not be comparable to those of other REITs.
Same property revenue and same property operating income are used by management to evaluate and compare the operating performance of our properties, and to determine trends in earnings, because these measures are not affected by the cost of our funding, the impact of depreciation and amortization expenses, gains or losses from the acquisition and sale of operating real estate assets, general and administrative expenses or other gains and losses that relate to ownership of our properties.
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.
The tables below provide reconciliations of property revenue and property operating income under GAAP to same property revenue and same property operating income for the indicated periods.
One property, Twinbrook Quarter Phase I, was excluded from same property results.
Same property revenue Year ended December 31, (In thousands) 2024 2023 Total revenue $ 268,847 $ 257,207 Revenue adjustments (1) 6,979 (666) Acquisitions, dispositions and development properties (9,294) — Total same property revenue $ 266,532 $ 256,541 Shopping Centers $ 186,205 $ 178,547 Mixed-Use properties 80,327 77,994 Total same property revenue $ 266,532 $ 256,541 Total Shopping Center revenue $ 186,205 $ 178,547 Shopping Center acquisitions, dispositions and development properties — — Total same Shopping Center revenue $ 186,205 $ 178,547 Total Mixed-Use property revenue $ 89,621 $ 77,994 Mixed-Use acquisitions, dispositions and development properties (9,294) — Total same Mixed-Use revenue $ 80,327 $ 77,994 (1) Revenue adjustments are straight-line base rent and above/below market lease amortization.
The $10.0 million increase in same property revenue in 2024 compared to 2023 was primarily due to (a) higher commercial base rent of $5.5 million, (b) higher property operating expense recoveries of $3.7 million and (c) higher residential base rent of $1.3 million partially offset by (d) higher credit losses on operating receivables of $0.3 million.
Mixed-Use same property revenue is composed of the following: Year Ended December 31, (Dollars In thousands) 2024 2023 Office mixed-use properties (1) $ 39,839 $ 38,831 Residential mixed-use properties (residential activity) (2) 35,994 34,770 Residential mixed-use properties (retail activity) (3) 4,494 4,393 Total Mixed-Use same property revenue $ 80,327 $ 77,994 (1) Includes Avenel Business Park, Clarendon Center – North and South Blocks, 601 Pennsylvania Avenue and Washington Square (2) Includes Clarendon South Block, The Waycroft and Park Van Ness (3) Includes The Waycroft and Park Van Ness Same property operating income Year Ended December 31, (In thousands) 2024 2023 Net income $ 67,703 $ 69,026 Interest expense, net and amortization of deferred debt costs 53,696 49,153 Depreciation and amortization of deferred leasing costs 50,502 48,430 General and administrative 25,066 23,459 Gain on disposition of property (181) — Revenue adjustments (1) 6,979 (666) Total property operating income 203,765 189,402 Acquisition, dispositions and development properties (8,108) — Total same property operating income $ 195,657 $ 189,402 Shopping Centers $ 144,699 $ 140,062 Mixed-Use properties 50,958 49,340 Total same property operating income $ 195,657 $ 189,402 Shopping Center operating income $ 144,699 $ 140,062 Shopping Center acquisitions, dispositions and development properties — — Total same Shopping Center operating income $ 144,699 $ 140,062 Mixed-Use property operating income $ 59,066 $ 49,340 Mixed-Use acquisitions, dispositions and development properties (8,108) — Total same Mixed-Use property operating income $ 50,958 $ 49,340 (1) Revenue adjustments are straight-line base rent and above/below market lease amortization.
During 2024, Shopping Center same property operating income increased 3.3% and Mixed-Use same property operating income increased 3.3%.
Shopping Center same property operating income increased primarily due to higher base rent of $4.5 million.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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