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Unconsolidated Affiliates and Noncontrolling Interests
6 Months Ended
Jun. 30, 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 June 30, 2020, the Company had investments in 29 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.

2020 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.

BI Development II, LLC

In June 2020, the Company entered into a joint venture, BI Development II, LLC, to acquire, redevelop and operate the vacant Sears parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. As of June 30, 2020, the Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE").

CBL/T-C, LLC

As of June 30, 2020, the non-recourse loan that is secured by Oak Park Mall was in default. The loan, which matures in October 2025 , had an outstanding balance of $262,971 at June 30, 2020. The Company has been in discussions with the lender regarding a restructure of the loan. As of the date of this report, the lender has not accelerated the outstanding amount due and payable on the loan or commenced foreclosure proceedings, but it may seek to exercise one or more of these remedies in the future.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

 

 

 

June 30, 2020

 

 

December 31, 2019

 

ASSETS:

 

 

 

 

 

 

 

 

Investment in real estate assets

 

$

2,324,956

 

 

$

2,293,438

 

Accumulated depreciation

 

 

( 835,032

)

 

 

( 803,909

)

 

 

 

1,489,924

 

 

 

1,489,529

 

Developments in progress

 

 

47,761

 

 

 

46,503

 

Net investment in real estate assets

 

 

1,537,685

 

 

 

1,536,032

 

Other assets

 

 

170,711

 

 

 

154,427

 

Total assets

 

$

1,708,396

 

 

$

1,690,459

 

LIABILITIES:

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

1,432,269

 

 

$

1,417,644

 

Other liabilities

 

 

40,449

 

 

 

41,007

 

Total liabilities

 

 

1,472,718

 

 

 

1,458,651

 

OWNERS' EQUITY:

 

 

 

 

 

 

 

 

The Company

 

 

150,542

 

 

 

149,376

 

Other investors

 

 

85,136

 

 

 

82,432

 

Total owners' equity

 

 

235,678

 

 

 

231,808

 

Total liabilities and owners’ equity

 

$

1,708,396

 

 

$

1,690,459

 

 

 

 

Three Months Ended

June 30,

 

 

 

2020

 

 

2019

 

Total revenues

 

$

46,661

 

 

$

54,230

 

Net income (loss) (1)

 

$

( 6,511

)

 

$

2,993

 

(1) The Company's pro rata share of net income (loss) is $( 6,079) and $1,872 for the three months ended June 30, 2020 and 2019, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

 

 

2020

 

 

2019

 

Total revenues

 

$

107,175

 

 

$

110,097

 

Net income (loss) (1)

 

$

( 1,468

)

 

$

9,003

 

 

 

 

 

 

 

 

 

 

(1)

The Company's pro rata share of net income (loss) is $( 5,061) and $5,180 for the six months ended June 30, 2020 and 2019, respectively.

 

Noncontrolling Interests

Noncontrolling interests consist of the following:

 

 

 

As of

 

 

 

June 30, 2020

 

 

December 31, 2019

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

Operating Partnership

 

$

214

 

 

$

31,592

 

Other consolidated subsidiaries

 

 

23,135

 

 

 

23,961

 

 

 

$

23,349

 

 

$

55,553

 

 

 

Accounts Receivable

See Note 2 – Summary of Significant Accounting Policies for the Company’s accounting policy related to accounts receivable, which is also applicable to the unconsolidated affiliates. The duration of the COVID-19 pandemic and the unconsolidated affiliates’ tenants’ ability to resume operations once governmental and legislative restrictions are lifted has caused uncertainty in the unconsolidated affiliates’ ongoing ability to collect rents when due. Considering the potential impact of these uncertainties, the unconsolidated affiliates’ collection assessment also took into consideration the type of retailer and current discussions with the tenants, as well as recent rent collection experience and tenant bankruptcies based on the best information available to management at the time of evaluation. For the three and six months ended June 30, 2020, the unconsolidated affiliates recorded $11,799 and $13,535, respectively, associated with potentially uncollectible revenues, which includes $250 and $435, respectively, for straight-line rent receivables.

At June 30, 2020, the unconsolidated affiliates’ Receivables include $1,944 related to receivables that have been deferred and are to be repaid over periods generally starting in late 2020 and extending for some portion of 2021. The unconsolidated affiliates granted abatements of $1,191 for the three and six months ended June 30, 2020. As of early August 2020, the Company estimates that the unconsolidated affiliates will defer $3,200 of the rents that were billed for April, May and June 2020 based on agreements that have been executed or are in active negotiation. The unconsolidated affiliates continue to assess rent relief requests from their tenants but are unable to predict the resolution or impact of these discussions.

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 June 30, 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 June 30, 2020:

 

Unconsolidated VIEs:

 

Investment in

Real Estate

Joint

Ventures

and

Partnerships

 

 

Maximum

Risk of Loss

 

Ambassador Infrastructure, LLC (1)

 

$

 

 

$

9,360

 

BI Development, LLC

 

 

 

 

 

 

BI Development II, LLC

 

 

 

 

 

 

Bullseye, LLC

 

 

 

 

 

 

Continental 425 Fund LLC

 

 

7,120

 

 

 

7,120

 

EastGate Storage, LLC (1)

 

 

654

 

 

 

3,904

 

Hamilton Place Self Storage (1)

 

 

1,406

 

 

 

8,408

 

Parkdale Self Storage, LLC (1)

 

 

1,088

 

 

 

7,588

 

PHG-CBL Lexington, LLC

 

 

35

 

 

 

35

 

Self Storage at Mid Rivers, LLC (1)

 

 

605

 

 

 

3,599

 

Shoppes at Eagle Point, LLC (1)

 

 

16,818

 

 

 

29,558

 

Vision - CBL Hamilton Place, LLC

 

 

3,620

 

 

 

3,620

 

 

 

$

31,346

 

 

$

73,192

 

 

(1)

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