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Unconsolidated Affiliates and Noncontrolling Interests
3 Months Ended
Mar. 31, 2023
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 2023 and 2022, 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, 2023, the Company had investments in 24 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 33% to 100%. Of these entities, 16 are owned in 50/50 joint ventures.

2023 Activity - Unconsolidated Affiliates

Alamance Crossing CMBS, LLC

In February 2023, the Company deconsolidated Alamance Crossing East as a result of the Company losing control when the property was placed in receivership. As of March 31, 2023, the loan secured by Alamance Crossing East had an outstanding balance of $41,122. For the three months ended March 31, 2023, the Company recognized gain on deconsolidation of $28,151.

CBL-TRS Friendly Center 2023, LLC

Subsequent to March 31, 2023, the Company and its joint venture partner entered into a new $148,000 loan secured by Friendly Center and The Shops at Friendly Center. See Note 14 for additional information.

Louisville Outlet Shoppes, LLC

Subsequent to March 31, 2023, the $7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II was paid off. See Note 14.

West County Mall CMBS, LLC

In March 2023, the loan secured by West County Mall was extended through December 2024, with one two-year conditional extension available upon meeting certain requirements.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

 

 

March 31,
2023

 

 

December 31,
2022

 

ASSETS:

 

 

 

 

 

 

Investment in real estate assets

 

$

1,987,033

 

 

$

1,971,348

 

Accumulated depreciation

 

 

(846,305

)

 

 

(829,574

)

 

 

 

1,140,728

 

 

 

1,141,774

 

Developments in progress

 

 

10,870

 

 

 

10,914

 

Net investment in real estate assets

 

 

1,151,598

 

 

 

1,152,688

 

Other assets

 

 

187,818

 

 

 

170,756

 

Total assets

 

$

1,339,416

 

 

$

1,323,444

 

LIABILITIES:

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

1,359,475

 

 

$

1,333,152

 

Other liabilities

 

 

37,938

 

 

 

33,419

 

Total liabilities

 

 

1,397,413

 

 

 

1,366,571

 

OWNERS' EQUITY (DEFICIT):

 

 

 

 

 

 

The Company

 

 

8,483

 

 

 

3,123

 

Other investors

 

 

(66,480

)

 

 

(46,250

)

Total owners' deficit

 

 

(57,997

)

 

 

(43,127

)

Total liabilities and owners’ deficit

 

$

1,339,416

 

 

$

1,323,444

 

 

 

 

Three Months Ended March 31,

 

 

 

2023

 

 

2022

 

Total revenues

 

$

60,533

 

 

$

63,737

 

Net income (1)

 

$

9,181

 

 

$

20,678

 

(1)
The Company's pro rata share of net income (loss) was $(1,256) and $8,566 for the three months ended March 31, 2023, and 2022, 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 March 31, 2023, the Company had investments in 11 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, 2023:

Unconsolidated VIEs:

 

Investment in
Real Estate
Joint
Ventures
and
Partnerships

 

 

Maximum
Risk of Loss

 

Alamance Crossing CMBS, LLC (1)

 

$

 

 

$

 

Ambassador Infrastructure, LLC (2)

 

 

 

 

 

5,749

 

Atlanta Outlet JV, LLC (2)

 

 

 

 

 

4,375

 

BI Development, LLC

 

 

129

 

 

 

129

 

BI Development II, LLC

 

 

36

 

 

 

36

 

CBL-T/C, LLC

 

 

 

 

 

 

El Paso Outlet Center Holding, LLC

 

 

 

 

 

 

Fremaux Town Center JV, LLC

 

 

 

 

 

 

Louisville Outlet Shoppes, LLC (2)

 

 

 

 

 

7,247

 

Mall of South Carolina L.P.

 

 

 

 

 

 

Vision - CBL Hamilton Place, LLC

 

 

2,164

 

 

 

2,164

 

Vision - CBL Mayfaire TC Hotel, LLC

 

 

1,800

 

 

 

1,800

 

 

$

4,129

 

 

$

21,500

 

(1)
During the three months ended March 31, 2023, the property was placed into receivership.
(2)
The Operating Partnership has guaranteed all or a portion of the debt of each of these VIEs. See Note 11 for more information.