XML 31 R18.htm IDEA: XBRL DOCUMENT

Unconsolidated Affiliates and Noncontrolling Interests

3 Months Ended

Mar. 31, 2020

Equity Method Investments And Joint Ventures [Abstract]

Unconsolidated Affiliates and Noncontrolling Interests

Note 7 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2020 and 2019, it evaluated the investments and concluded that the other partners or owners in these joint ventures had substantive participating rights, such as approvals of:

•

the pro forma for the development and construction of the project and any material deviations or modifications thereto;

•

the site plan and any material deviations or modifications thereto;

•

the conceptual design of the project and the initial plans and specifications for the project and any material deviations or modifications thereto;

•

any acquisition/construction loans or any permanent financings/refinancings;

•

the annual operating budgets and any material deviations or modifications thereto;

•

the initial leasing plan and leasing parameters and any material deviations or modifications thereto; and

•

any material acquisitions or dispositions with respect to the project.

As a result of the joint control over these joint ventures, the Company accounts for these investments using the equity method of accounting.

At March 31, 2020, the Company had investments in 28 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 65%. Of these entities, 17 are owned in 50/50 joint ventures.

20 20 Activity - Unconsolidated Affiliates

Atlanta Outlet JV, LLC

In February 2020, Atlanta Outlet JV, LLC, a 50/50 joint venture, closed on a new loan in the amount of $4,680, with an interest rate of LIBOR plus 2.5% and a maturity date of November 2023 . Proceeds were used to retire the previous loan. The Operating Partnership and its joint venture partner have each guaranteed 100% of the loan. See Note 12 for more information.

Condensed Combined Financial Statements - Unconsolidated Affiliates

Condensed combined financial statement information of the unconsolidated affiliates is as follows:

	March 31, 2020			December 31, 2019
ASSETS:
Investment in real estate assets	$	2,288,173		$	2,293,438
Accumulated depreciation		( 819,034	)		( 803,909	)
		1,469,139			1,489,529
Developments in progress		70,039			46,503
Net investment in real estate assets		1,539,178			1,536,032
Other assets		141,501			154,427
Total assets	$	1,680,679		$	1,690,459
LIABILITIES:
Mortgage and other indebtedness, net	$	1,422,015		$	1,417,644
Other liabilities		32,675			41,007
Total liabilities		1,454,690			1,458,651
OWNERS' EQUITY:
The Company		146,192			149,376
Other investors		79,797			82,432
Total owners' equity		225,989			231,808
Total liabilities and owners’ equity	$	1,680,679		$	1,690,459

	Three Months Ended March 31,
	2020		2019
Total revenues	$	60,514	$	55,867
Net income ⁽¹⁾	$	5,043	$	6,010

(1)	The Company's pro rata share of net income is $1,018 and $3,308 for the three months ended March 31, 2020 and 2019, respectively.

Noncontrolling Interests

Noncontrolling interests consist of the following:

	As of
	March 31, 2020		December 31, 2019
Noncontrolling interests:
Operating Partnership	$	5,566	$	31,592
Other consolidated subsidiaries		23,691		23,961
	$	29,257	$	55,553

Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis , and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, the Operating Partnership and certain of its subsidiaries are deemed to have the characteristics of a VIE primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights.

The Company consolidates the Operating Partnership, which is a VIE, for which the Company is the primary beneficiary. The Company, through the Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Generally, a VIE is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership is considered a VIE when the majority of the limited partners unrelated to the general

partner possess neither the right to remove the general partner without cause, nor certain rights to participate in the decisions that most significantly affect the financial results of the partnership. In determining whether the Company is the primary beneficiary of a VIE, the Company considers qualitative and quantitative factors, including, but not limited to: which activities most significantly impact the VIE’s economic performance and which party controls such activities; the amount and characteristics of the Company's investment; the obligation or likelihood for the Company or other investors to provide financial support; and the similarity with and significance to the Company's business activities and the business activities of the other investors.

Consolidated VIEs

As of March 31, 2020, the Company had investments in 12 consolidated VIEs with ownership interests ranging from 50% to 92%.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of March 31, 2020:

Unconsolidated VIEs:	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	9,360
BI Development, LLC		—		—
Bullseye, LLC		—		—
Continental 425 Fund LLC		7,231		7,231
EastGate Storage, LLC ⁽¹⁾		712		3,962
Hamilton Place Self Storage ⁽¹⁾		1,411		8,413
Parkdale Self Storage, LLC ⁽¹⁾		1,157		7,657
PHG-CBL Lexington, LLC		35		35
Self Storage at Mid Rivers, LLC ⁽¹⁾		683		3,677
Shoppes at Eagle Point, LLC ⁽¹⁾		16,579		29,319
Vision - CBL Hamilton Place, LLC		2,223		2,223
	$	30,031	$	71,877

(1)	The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information.