XML 34 R18.htm IDEA: XBRL DOCUMENT
v3.21.2

Unconsolidated Affiliates and Noncontrolling Interests | 9 Months Ended
--- | ---
Sep. 30, 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 September 30, 2021, the Company had investments in 31 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20% to 100%. Of these entities, 17 are owned in 50/50 joint ventures. 2021 Activity - Unconsolidated Affiliates 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 September 30, 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, which became effective when the Debtors emerged from bankruptcy on November 1, 2021. Asheville Mall CMBS, LLC and Park Plaza Mall CMBS, LLC During the nine months ended September 30, 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. In October 2021, the foreclosure of Park Plaza was completed. Continental 425 Fund LLC In July 2021, Continental 425 Fund LLC reached an agreement with the lender to amend to the construction loan secured by Springs at Port Orange, which extends the term of the note to December 31, 2021, increases the principal amount of the loan to $44,400, or $19,314 at the Company’s share, and provides an interest rate of LIBOR plus 2.0%. Continental 425 Fund LLC distributed $4,349 to the Company for its share of the net proceeds from the increase in the principal amount of the loan. 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, which became effective when the Debtors emerged from bankruptcy on November 1, 2021. This loan had an outstanding balance of $51,998 at September 30, 2021. Shoppes at Eagle Point, LLC Subsequent to September 30, 2021, the loan secured by The Shoppes at Eagle Point was extended for one year with a new maturity date of October 2022. See Note 15. 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, which became effective when the Debtors emerged from bankruptcy on November 1, 2021. These loans had a combined outstanding loan balance of $53,360 at September 30, 2021. 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 unconsolidated affiliates, which may have resulted in automatic acceleration of certain monetary obligations or may give the applicable lender the right to accelerate such amounts. The unconsolidated affiliates entered forbearance and waiver agreements with many of the lenders, which waived defaults due to bankruptcy upon the Plan becoming effective. The Company remains in negotiations with lenders regarding loan extensions and loan defaults of the unconsolidated affiliates where a forbearance and/or waiver agreement have not been reached, and those loans have an aggregate outstanding balance of $622,959 at September 30, 2021. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows:
|  | September 30, 2021 |  |  | December 31, 2020 |
ASSETS: |  |  |  |  |  |  |  |
Investment in real estate assets |  | $ | 2,463,912 |  |  | $ | 2,346,124 |
Accumulated depreciation |  |  | (925,138 | ) |  |  | (862,435 | )
|  |  | 1,538,774 |  |  |  | 1,483,689 |
Developments in progress |  |  | 10,375 |  |  |  | 28,138 |
Net investment in real estate assets |  |  | 1,549,149 |  |  |  | 1,511,827 |
Other assets |  |  | 193,924 |  |  |  | 174,966 |
Total assets |  | $ | 1,743,073 |  |  | $ | 1,686,793 |
LIABILITIES: |  |  |  |  |  |  |  |
Mortgage and other indebtedness, net |  | $ | 1,575,873 |  |  | $ | 1,439,454 |
Other liabilities |  |  | 86,467 |  |  |  | 45,280 |
Total liabilities |  |  | 1,662,340 |  |  |  | 1,484,734 |
OWNERS' EQUITY: |  |  |  |  |  |  |  |
The Company |  |  | 103,214 |  |  |  | 132,350 |
Other investors |  |  | (22,481 | ) |  |  | 69,709 |
Total owners' equity |  |  | 80,733 |  |  |  | 202,059 |
Total liabilities and owners’ equity |  | $ | 1,743,073 |  |  | $ | 1,686,793 |
|  | Three Months Ended September 30, |
|  | 2021 |  |  | 2020 |
Total revenues |  | $ | 65,482 |  |  | $ | 46,953 |
Net loss (1) |  | $ | (3,206 | ) |  | $ | (10,671 | )
|  | Nine Months Ended September 30, |
|  | 2021 |  |  | 2020 |
Total revenues |  | $ | 181,985 |  |  | $ | 154,128 |
Net loss (1) |  | $ | (16,225 | ) |  | $ | (12,139 | )
(1) | The Company's pro rata share of net loss is $(2,224) and $(7,389) for the three months ended September 30, 2021 and 2020, respectively; and, $(9,575) and $(12,450) for the nine months ended September 30, 2021 and 2020, respectively.
Variable Interest Entities 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, 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 September 30, 2021:
Unconsolidated VIEs: |  | Investment in Real Estate Joint Ventures and Partnerships |  |  | Maximum Risk of Loss |
Ambassador Infrastructure, LLC (1) |  | $ | — |  |  | $ | 8,250 |
Asheville Mall CMBS, LLC |  |  | — |  |  |  | — |
Atlanta Outlet JV, LLC (1) |  |  | 23,437 |  |  |  | 27,941 |
CBL-T/C, LLC |  |  | 60,283 |  |  |  | 60,283 |
CBL-TRS Joint Venture, LLC |  |  | 18,619 |  |  |  | 18,619 |
Continental 425 Fund LLC |  |  | 98 |  |  |  | 98 |
EastGate Storage, LLC (1) |  |  | 463 |  |  |  | 3,693 |
El Paso Outlet Center Holding, LLC |  |  | 7,888 |  |  |  | 7,888 |
Fremaux Town Center JV, LLC |  |  | 5,747 |  |  |  | 5,747 |
Hamilton Place Self Storage (1) |  |  | 892 |  |  |  | 4,393 |
Louisville Outlet Shoppes, LLC (1) |  |  | (11,364 | ) |  |  | 8,512 |
Mall of South Carolina L.P. |  |  | (17,338 | ) |  |  | — |
Mall of South Carolina Outparcel L.P. |  |  | (2,695 | ) |  |  | — |
Park Plaza Mall CMBS, LLC |  |  | — |  |  |  | — |
Parkdale Self Storage, LLC (1) |  |  | 500 |  |  |  | 7,000 |
PHG-CBL Lexington, LLC |  |  | 35 |  |  |  | 35 |
Self Storage at Mid Rivers, LLC (1) |  |  | 515 |  |  |  | 3,486 |
Shoppes at Eagle Point, LLC (1) |  |  | 18,195 |  |  |  | 30,935 |
Vision - CBL Hamilton Place, LLC |  |  | 3,750 |  |  |  | 3,750 |
|  | $ | 109,025 |  |  | $ | 190,630 |
(1) | The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 12 for more information.

X
- References No definition available. + Details
Name: | us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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
Name: | us-gaap_EquityMethodInvestmentsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration