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

9 Months Ended

Sep. 30, 2021

Noncontrolling Interest [Abstract]

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

Noncontrolling Interests - Holders of Convertible Limited Partnership Units in the Operating PartnershipAs of September 30, 2021, the B. F. Saul Company and certain other affiliated entities, each of which is controlled by B. Francis Saul II and his family members, (collectively, the “Saul Organization”) held an aggregate 25.1% limited partnership interest in the Operating Partnership represented by approximately 8.1 million convertible limited partnership units. These units are convertible into shares of Saul Centers’ common stock, at the option of the unit holder, on a one-for-one basis provided that, in accordance with the Company’s Articles of Incorporation, the rights may not be exercised at any time that the Saul Organization beneficially owns or will own after the exercise, directly or indirectly, in the aggregate more than 39.9% of the value of the outstanding common stock and preferred stock of Saul Centers (the “Equity Securities”). As of September 30, 2021, approximately 1.0 million units could be converted into shares of Saul Centers common stock.

As of September 30, 2021, a third party investor holds a 1.5% limited partnership interest in the Operating Partnership represented by 469,740 convertible limited partnership units. At the option of the unit holder, these units are convertible into shares of Saul Centers’ common stock on a one-for-one basis; provided that, in lieu of the delivery of Saul Centers' common stock, Saul Centers may, in its sole discretion, deliver cash in an amount equal to the value of such Saul Centers' common stock.

The impact of the aggregate 26.6% limited partnership interest in the Operating Partnership held by parties other than Saul Centers is reflected as Noncontrolling Interests in the accompanying consolidated financial statements. Weighted average fully diluted partnership units and common stock outstanding for the three months ended September 30, 2021 and 2020, was approximately 33.7 million and 31.3 million, respectively, and for the nine months ended September 30, 2021 and 2020, was approximately 32.9 million and 31.2 million, respectively.

The 0.7 million limited partnership units remaining in escrow after October 18, 2021, in connection with the Twinbrook Contribution Agreement are not eligible to receive distributions from the Operating Partnership until such time as they are released from escrow.