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Unconsolidated Affiliates and Noncontrolling Interests
3 Months Ended
Mar. 31, 2021
Equity Method Investments And Joint Ventures [Abstract]  
Unconsolidated Affiliates and Noncontrolling Interests

Note 8 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2021 and 2020, 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, 2021, 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.

2021 Activity - Unconsolidated Affiliates

Asheville Mall CBMS, LLC and Park Plaza Mall CBMS, LLC

During the three months ended March 31, 2021, the Company deconsolidated Asheville Mall and Park Plaza as a result of the Company losing control of these properties when each was placed in receivership as part of the foreclosure process. The Company evaluated the loss of control of each property and determined that it was no longer the primary beneficiary of the respective wholly owned subsidiaries that own these properties. As a result, the Company adjusted the combined negative equity in the two entities to zero, which represents the estimated fair value of the Company’s investments in these properties, and recognized a gain on deconsolidation of $55,131.

West Melbourne I, LLC

In March 2021, the Company reached agreements with the lender to modify the loans secured by Hammock Landing Phases I & II. Each agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreements provide forbearance related to the default triggered as a result of the Chapter 11 Cases. These loans had a combined outstanding loan balance of $54,260 at March 31, 2021.

Port Orange I, LLC

In March 2021, the Company reached an agreement with the lender to modify the loan secured by The Pavilion at Port Orange. The agreement provides an additional four-year term, with a one-year extension option, for a fully extended maturity date of February 2026. Additionally, the agreement provides forbearance related to the default triggered as a result of the Chapter 11 Cases. This loan had an outstanding balance of $52,898 at March 31, 2021.

Ambassador Infrastructure, LLC

The Company reached an agreement with the lender to modify the loan secured by Ambassador Infrastructure. The agreement provides an additional four-year term with a fixed interest rate of 3.0%. The extended loan, maturing in March 2025, had an outstanding balance of $8,250 at March 31, 2021, as $1,110 was paid down in conjunction with the modification. Additionally, the agreement provides a waiver related to the default triggered as a result of the Chapter 11 Cases.

Impact of Chapter 11 Proceedings

As described in Note 2, the filing of the Chapter 11 Cases also constituted an event of default with respect to certain property-level debt of the Operating Partnership’s subsidiaries, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The loans have an aggregate outstanding balance of $689,695 at March 31, 2021.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

 

 

 

March 31,

2021

 

 

December 31, 2020

 

ASSETS:

 

 

 

 

 

 

 

 

Investment in real estate assets

 

$

2,433,766

 

 

$

2,346,124

 

Accumulated depreciation

 

 

(885,045

)

 

 

(862,435

)

 

 

 

1,548,721

 

 

 

1,483,689

 

Developments in progress

 

 

32,780

 

 

 

28,138

 

Net investment in real estate assets

 

 

1,581,501

 

 

 

1,511,827

 

Other assets

 

 

187,993

 

 

 

174,966

 

Total assets

 

$

1,769,494

 

 

$

1,686,793

 

LIABILITIES:

 

 

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

1,574,879

 

 

$

1,439,454

 

Other liabilities

 

 

60,101

 

 

 

45,280

 

Total liabilities

 

 

1,634,980

 

 

 

1,484,734

 

OWNERS' EQUITY:

 

 

 

 

 

 

 

 

The Company

 

 

126,301

 

 

 

132,350

 

Other investors

 

 

8,213

 

 

 

69,709

 

Total owners' equity

 

 

134,514

 

 

 

202,059

 

Total liabilities and owners’ equity

 

$

1,769,494

 

 

$

1,686,793

 

 

 

 

Three Months Ended March 31,

 

 

 

2021

 

 

2020

 

Total revenues

 

$

58,756

 

 

$

60,514

 

Net income (loss) (1)

 

$

(3,321

)

 

$

5,043

 

(1)

The Company's pro rata share of net income (loss) is $(3,076) and $1,018 for the three months ended March 31, 2021 and 2020, respectively.

 

 

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, 2021, 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, 2021:

 

Unconsolidated VIEs:

 

Investment in

Real Estate

Joint

Ventures

and

Partnerships

 

 

Maximum

Risk of Loss

 

Ambassador Infrastructure, LLC (1)

 

$

 

 

$

8,250

 

Asheville Mall CBMS, LLC

 

 

 

 

 

 

Atlanta Outlet JV, LLC (1)

 

 

25,567

 

 

 

30,135

 

CBL-T/C, LLC

 

 

69,478

 

 

 

69,478

 

CBL-TRS Joint Venture, LLC

 

 

19,667

 

 

 

19,667

 

Continental 425 Fund LLC

 

 

4,878

 

 

 

4,878

 

EastGate Storage, LLC (1)

 

 

507

 

 

 

3,757

 

El Paso Outlet Center Holding, LLC

 

 

10,315

 

 

 

10,315

 

Fremaux Town Center JV, LLC

 

 

7,180

 

 

 

7,180

 

Hamilton Place Self Storage (1)

 

 

1,092

 

 

 

4,593

 

Louisville Outlet Shoppes, LLC (1)

 

 

(10,891

)

 

 

8,752

 

Mall of South Carolina L.P.

 

 

(13,827

)

 

 

 

Mall of South Carolina Outparcel L.P.

 

 

(2,222

)

 

 

 

Park Plaza Mall CBMS, LLC

 

 

 

 

 

 

Parkdale Self Storage, LLC (1)

 

 

711

 

 

 

7,211

 

PHG-CBL Lexington, LLC

 

 

35

 

 

 

35

 

Self Storage at Mid Rivers, LLC (1)

 

 

524

 

 

 

3,518

 

Shoppes at Eagle Point, LLC (1)

 

 

17,605

 

 

 

30,345

 

Vision - CBL Hamilton Place, LLC

 

 

3,800

 

 

 

3,800

 

 

 

$

134,419

 

 

$

211,914

 

(1)

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