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Unconsolidated Affiliates | 12 Months Ended
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Dec. 31, 2021
Equity Method Investments And Joint Ventures [Abstract] |
Unconsolidated Affiliates | NOTE 9. UNCONSOLIDATED AFFILIATES Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2021, 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 December 31, 2021, the Company had investments in 26 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20.0% to 100.0%. Of these entities, 14 are owned in 50/50 joint ventures. 2021 Activity - Unconsolidated Affiliates Ambassador Infrastructure, LLC The joint venture 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 December 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, 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 period from January 1, 2021 through October 31, 2021, the Predecessor Company deconsolidated Asheville Mall and Park Plaza as a result of the Predecessor Company losing control of these properties when each was placed in receivership as part of the foreclosure process. The Predecessor 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 Predecessor Company adjusted the combined negative equity in the two entities to zero, which represents the estimated fair value of the Predecessor 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 December 2021, the Successor Company sold its interest in the Continental 425 Fund LLC joint venture. This joint venture owns the Springs at Port Orange, which is secured by a $44,400 loan. The Successor Company received $7,103 in proceeds after factoring in its share of the outstanding debt. EastGate Mall CMBS, LLC In December 2021, the Successor Company deconsolidated EastGate Mall as a result of the Successor Company losing control of the property when it was placed in receivership as part of the foreclosure process. The Successor Company evaluated the loss of control and determined that it was no longer the primary beneficiary of the wholly owned subsidiary that owns this property. As a result, the Successor Company adjusted the combined negative equity in the entity to zero, which represents the estimated fair value of the Successor Company’s investment in this property, and recognized a gain on deconsolidation of $19,126. EastGate Storage, LLC, Hamilton Place Self Storage, LLC, Parkdale Self Storage, LLC and Self-Storage at Mid Rivers, LLC In December 2021, EastGate Mall Self Storage, Hamilton Place Self Storage, Mid Rivers Mall Self Storage and Parkdale Mall Self Storage were sold, which generated $42,000 in gross proceeds. Proceeds were used to pay off the total outstanding debt secured by the properties of $25,855. The Successor Company’s share of the proceeds after paying off the outstanding debt amounted to $7,637. Port Orange I, LLC In March 2021, the joint venture 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. Also, the agreement provides for interest of LIBOR plus 2.5% in years one and two, LIBOR plus 2.75% in year three, LIBOR plus 3.0% in year four and LIBOR plus 3.25% in year five. 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 a total outstanding balance of $51,548 at December 31, 2021, of which our share was $25,774. West Melbourne I, LLC In March 2021, the joint venture 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. Also, each agreement provides for interest of LIBOR plus 2.5% in years one and two, LIBOR plus 2.75% in year three, LIBOR plus 3.0% in year four and LIBOR plus 3.25% in year five. 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 total outstanding loan balance of $52,910 at December 31, 2021, of which our share was $26,454. York Town Center Holding, LP Subsequent to December 31, 2021, the joint venture entered into a $30,000 non-recourse mortgage note payable, secured by York Town Center, that provides for a three-year term and a fixed interest rate of 4.75%. See Note 20 for additional information. 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 16 for additional information. The unconsolidated affiliate is a VIE. BI Development II, LLC In June 2020, the Predecessor 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 Predecessor Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a VIE. CBL/T-C, LLC In October 2020, Oak Park Mall, LLC entered a forbearance agreement with the lender to restructure the non-recourse loan that is secured by Oak Park Mall. Pursuant to the terms of the forbearance agreement, all interest payments from June 2020 through November 2020 were deferred. The loan will be interest only through November 1, 2022; however, beginning on September 1, 2021 and continuing through November 1, 2022, the deferred interest is to be repaid in equal monthly installments in addition to the scheduled interest payments. Beginning December 1, 2022, Oak Park Mall, LLC is to begin making full monthly payments of principal and interest. Oak Park Mall, LLC executed a deed-in-lieu of foreclosure, along with other transfer documents, for the benefit of the lender, which were placed in escrow. In the event Oak Park Mall, LLC fails to make any of the required payments under the forbearance agreement, the lender can exercise its rights to receive the deed-in-lieu and other transfer documents from escrow. The unconsolidated affiliate is a VIE. 2019 Activity - Unconsolidated Affiliates Atlanta Outlet JV, LLC In December 2019, the Predecessor Company sold 25% of its interest in The Outlet Shoppes at Atlanta, in Woodstock, GA, to its existing joint venture partner for total consideration of $20,778, including $11,440 of assumed debt. Following the sale, the Predecessor Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Predecessor Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Predecessor Company deconsolidating this property. As a result of these transactions, the Predecessor Company recognized a gain on investment/deconsolidation of $56,067, which was made up of a $12,939 gain on the sale of the Predecessor Company’s 25% interest and a $43,128 gain related to adjusting the Predecessor Company’s retained interest to fair value. BI Development, LLC In October 2019, the Predecessor Company entered into a joint venture, BI Development, LLC, to acquire, redevelop and operate the vacant JC Penney parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. The Predecessor Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a VIE. Bullseye, LLC In September 2018, the Predecessor Company entered into a joint venture, Bullseye, LLC, to develop a vacant land parcel adjacent to Hamilton Corner in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. The Predecessor Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a VIE. El Paso Outlet Center Holding, LLC, and El Paso Outlet Outparcels, LLC In August 2019, the Predecessor Company sold 25% of its interest in The Outlet Shoppes at El Paso, in El Paso, TX, to its existing joint venture partner for total consideration of $27,750, including $18,525 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Predecessor Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Predecessor Company deconsolidating this property. As a result of these transactions, the Predecessor Company recognized a gain on investment/deconsolidation of $11,174, which was made up of a $3,884 gain on the sale of the Predecessor Company's 25% interest and a $7,290 gain related to adjusting the Predecessor Company's retained interest to fair value. El Paso Outlet Center Holding, LLC is a VIE. G&I VIII CBL Triangle LLC In July 2019, the lender foreclosed on the loan secured by Triangle Town Center. In September 2018, the Predecessor Company had reduced its investment in the unconsolidated 90/10 joint venture to zero. Hamilton Place Self Storage, LLC In September 2019, the Predecessor Company entered into a joint venture, Hamilton Place Self Storage, LLC, to develop a self-storage facility adjacent to Hamilton Place. The Predecessor Company has a 54% share in the joint venture and recorded a $187 loss on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $7,002, a variable interest rate of LIBOR plus 2.75% and a maturity date of September 2024. The Operating Partnership guaranteed 100% of the construction loan, but had a back-up guaranty from its joint venture partner for 50% of the construction loan. As discussed above, the loan secured by this property was paid off in conjunction with the sale of the property in 2021. Louisville Outlet Shoppes, LLC In November 2019, the Predecessor Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Predecessor Company deconsolidating this property. The unconsolidated affiliate is a VIE. Mall of South Carolina L.P. In November 2019, the Predecessor Company and its joint venture partner closed on a construction loan to construct a new building adjacent to Coastal Grand that will include Dick’s Sporting Goods and Golf Galaxy. The construction loan has a total borrowing capacity of $7,959, a fixed interest rate of 5.05% and a maturity date of November 2024. The unconsolidated affiliate is a VIE. Parkdale Self Storage, LLC In May 2019, the Predecessor Company entered into a 50/50 joint venture, Parkdale Self Storage, LLC, to develop a self-storage facility adjacent to Parkdale Mall. The Predecessor Company recorded gain on sale of real estate assets of $433 related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $6,500, a variable interest rate that is the greater of 5.25% or LIBOR plus 2.80% and a maturity date of July 2024. The Operating Partnership has a joint and several guaranty with its joint venture partner. Therefore, the maximum guarantee was 100% of the loan. As discussed above, the loan secured by this property was paid off in conjunction with the sale of the property in 2021. Vision-CBL Hamilton Place, LLC In November 2018, the Predecessor Company entered into a 50/50 joint venture, Vision-CBL Hamilton Place, LLC, to acquire, develop and operate an Aloft by Marriott hotel adjacent to Hamilton Place. In December 2019, the Predecessor Company recorded a $1,381 gain on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In October 2019, the unconsolidated affiliate closed on a construction loan with a borrowing capacity of $16,800, a variable interest rate of LIBOR plus 2.45% and a maturity date of November 2024. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows:
|  | December 31, 2021 (1) |  |  | December 31, 2020 (1) |
ASSETS: |  |  |  |  |  |  |  |
Investment in real estate assets |  | $ | 2,364,154 |  |  | $ | 2,346,124 |
Accumulated depreciation |  |  | (934,374 | ) |  |  | (862,435 | )
|  |  | 1,429,780 |  |  |  | 1,483,689 |
Developments in progress |  |  | 7,288 |  |  |  | 28,138 |
Net investment in real estate assets |  |  | 1,437,068 |  |  |  | 1,511,827 |
Other assets |  |  | 188,683 |  |  |  | 174,966 |
Total assets |  | $ | 1,625,751 |  |  | $ | 1,686,793 |
LIABILITIES: |  |  |  |  |  |  |  |
Mortgage and other indebtedness, net |  | $ | 1,452,794 |  |  | $ | 1,439,454 |
Other liabilities |  |  | 64,598 |  |  |  | 45,280 |
Total liabilities |  |  | 1,517,392 |  |  |  | 1,484,734 |
OWNERS' EQUITY: |  |  |  |  |  |  |  |
The Company |  |  | 102,792 |  |  |  | 132,350 |
Other investors |  |  | 5,567 |  |  |  | 69,709 |
Total owners' equity |  |  | 108,359 |  |  |  | 202,059 |
Total liabilities and owners’ equity |  | $ | 1,625,751 |  |  | $ | 1,686,793 |
(1) | In conjunction with fresh start accounting, the Successor Company did not elect push-down accounting for any of its unconsolidated joint ventures. Amounts reflect the inside basis in the respective joint ventures.
|  | Year Ended December 31, |
|  | 2021 |  |  | 2020 |  |  | 2019 |
Total revenues |  | $ | 251,933 |  |  | $ | 213,319 |  |  | $ | 221,512 |
Net income (loss) (1) |  | $ | 58,596 |  |  | $ | (12,659 | ) |  | $ | 96,628 |
(1) | The Successor Company’s pro rata share of net income is $797 for the period from November 1, 2021 through December 31, 2021 and is included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations. The Predecessor Company’s pro rata share of net loss is $10,823 for the period from January 1, 2021 through October 31, 2021 and is included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations. The Predecessor Company’s pro rata share of net income (loss) is $(14,854) and 4,940 for the years ended December 31, 2020 and 2019, respectively, and is included in equity in earnings (losses) of unconsolidated affiliates in the accompanying consolidated statements of operations.
See Note 16 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates.

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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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