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Unconsolidated Affiliates and Noncontrolling Interests | 9 Months Ended
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Sep. 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 September 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. 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 September 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 September 30, 2020. In October 2020, Oak Park Mall, LLC reached agreement with the lender to restructure the loan. See Note 15 – Subsequent Events for more information. Impact of Chapter 11 Proceedings As described in Note 1 – Organization and Basis of Presentation, the filing of the Chapter 11 Cases subsequent to September 30, 2020 also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may result in automatic acceleration of the outstanding principal and accrued interest or may give the applicable lender the right to accelerate such amounts. There are 17 of such loans related to unconsolidated affiliates that have an aggregate outstanding balance of $811,081 at September 30, 2020. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows:
|  | September 30, 2020 |  |  | December 31, 2019 |
ASSETS: |  |  |  |  |  |  |  |
Investment in real estate assets |  | $ | 2,348,669 |  |  | $ | 2,293,438 |
Accumulated depreciation |  |  | (846,097 | ) |  |  | (803,909 | )
|  |  | 1,502,572 |  |  |  | 1,489,529 |
Developments in progress |  |  | 25,556 |  |  |  | 46,503 |
Net investment in real estate assets |  |  | 1,528,128 |  |  |  | 1,536,032 |
Other assets |  |  | 180,235 |  |  |  | 154,427 |
Total assets |  | $ | 1,708,363 |  |  | $ | 1,690,459 |
LIABILITIES: |  |  |  |  |  |  |  |
Mortgage and other indebtedness, net |  | $ | 1,435,891 |  |  | $ | 1,417,644 |
Other liabilities |  |  | 53,583 |  |  |  | 41,007 |
Total liabilities |  |  | 1,489,474 |  |  |  | 1,458,651 |
OWNERS' EQUITY: |  |  |  |  |  |  |  |
The Company |  |  | 141,989 |  |  |  | 149,376 |
Other investors |  |  | 76,900 |  |  |  | 82,432 |
Total owners' equity |  |  | 218,889 |  |  |  | 231,808 |
Total liabilities and owners’ equity |  | $ | 1,708,363 |  |  | $ | 1,690,459 |
|  | Three Months Ended September 30, |
|  | 2020 |  |  | 2019 |
Total revenues |  | $ | 46,953 |  |  | $ | 52,867 |
Net income (loss) (1) |  | $ | (10,671 | ) |  | $ | 81,300 |
(1) The Company's pro rata share of net loss is $(7,389) and $(1,759) for the three months ended September 30, 2020 and 2019, respectively. |  |  |  |  |  |  |  |
|  | Nine Months Ended September 30, |
|  | 2020 |  |  | 2019 |
Total revenues |  | $ | 154,128 |  |  | $ | 162,964 |
Net income (loss) (1) |  | $ | (12,139 | ) |  | $ | 90,303 |
(1) | The Company's pro rata share of net income (loss) is $(12,450) and $3,421 for the nine months ended September 30, 2020 and 2019, respectively.
Noncontrolling Interests Noncontrolling interests consist of the following:
|  | As of |
|  | September 30, 2020 |  |  | December 31, 2019 |
Noncontrolling interests: |  |  |  |  |  |  |  |
Operating Partnership |  | $ | 540 |  |  | $ | 31,592 |
Other consolidated subsidiaries |  |  | 22,186 |  |  |  | 23,961 |
|  | $ | 22,726 |  |  | $ | 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 nine months ended September 30, 2020, the unconsolidated affiliates recorded $5,517 and $19,052, respectively, associated with potentially uncollectible revenues, which includes $830 and $1,265, respectively, for straight-line rent receivables. At September 30, 2020, the unconsolidated affiliates’ Receivables include $4,621 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 $4,231 and $5,421, respectively, for the three and nine months ended September 30, 2020. The unconsolidated affiliates continue to assess rent relief requests from their tenants but are unable to predict the resolution or impact of these discussions. For agreements that are currently under negotiation, the impact is not expected to be material. 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 September 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 September 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 |  |  | 7,051 |  |  |  | 7,051 |
EastGate Storage, LLC (1) |  |  | 558 |  |  |  | 3,808 |
Hamilton Place Self Storage (1) |  |  | 1,340 |  |  |  | 8,342 |
Parkdale Self Storage, LLC (1) |  |  | 983 |  |  |  | 7,483 |
PHG-CBL Lexington, LLC |  |  | 35 |  |  |  | 35 |
Self Storage at Mid Rivers, LLC (1) |  |  | 565 |  |  |  | 3,559 |
Shoppes at Eagle Point, LLC (1) |  |  | 17,053 |  |  |  | 29,793 |
Vision - CBL Hamilton Place, LLC |  |  | 3,686 |  |  |  | 3,686 |
|  | $ | 31,271 |  |  | $ | 73,117 |
(1) | The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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