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Unconsolidated Affiliates and Noncontrolling Interests | 6 Months Ended
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Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract] |
Unconsolidated Affiliates and Noncontrolling Interests | Note 7 – Unconsolidated Affilia tes and Noncontrolling Interests Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2024 and 2023, 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 June 30, 2024, the Company had investments in 25 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, 17 are owned in 50/50 joint vent ures. 2024 Activity - Unconsolidated Affiliates Mall of South Carolina, LP and Mall of South Carolina Outparcel, LP Subsequent to June 30, 2024, the loans secured by Coastal Grand Mall and Coastal Grand Crossing entered maturity default. See Note 14 for more information. Vision-CBL Hamilton Place, LLC Subsequent to June 30, 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended. See Note 14 for more information. WestGate Mall CMBS, LLC In May 2024, the Company transferred title of the mall to the mortgage holder in satisfaction of the non-recourse debt secured by the property, which had a balance of $28,661. 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 pla ced in receivership. As of June 30, 2024, the loan secured by Alamance Crossing East had an outstanding balance of $41,122. Se e Note 5 for more information. CBL-TRS Med OFC Holding, LLC In June 2023, the Company and its joint venture partner in Friendly Center and The Shops at Friendly Center entered into a new 50/50 joint venture, CBL-Med OFC Holding, LLC, for the purpose of entering into a joint venture, CBL DMC I, LLC, with a third party to develop a medical office building on a parcel of land adjacent to those centers. CBL-TRS Med OFC Holding, LLC contributed the parcel of land valued at $2,600 to CBL DMC I, LLC in exchange for a 50% interest in CBL DMC I, LLC. The unconsolidated affiliate is a VIE. CBL-TRS Joint Venture, LLC In April 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. Proceeds from the new loan were used to pay off two previous loans totaling $145,591. The new loan bears a fixed interest rate of 6.44% and matures in May 2028. Louisville Outlet Shoppes, LLC In April 2023, the $7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II was paid off. 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:
|  | June 30, 2024 |  |  | December 31, 2023 |
ASSETS: |  |  |  |  |  |
Investment in real estate assets |  | $ | 2,008,116 |  |  | $ | 2,010,269 |
Accumulated depreciation |  |  | (913,330 | ) |  |  | (886,712 | )
|  |  | 1,094,786 |  |  |  | 1,123,557 |
Developments in progress |  |  | 25,370 |  |  |  | 17,261 |
Net investment in real estate assets |  |  | 1,120,156 |  |  |  | 1,140,818 |
Other assets |  |  | 197,016 |  |  |  | 200,289 |
Total assets |  | $ | 1,317,172 |  |  | $ | 1,341,107 |
LIABILITIES: |  |  |  |  |  |
Mortgage and other indebtedness, net |  | $ | 1,321,646 |  |  | $ | 1,368,031 |
Other liabilities |  |  | 43,680 |  |  |  | 45,577 |
Total liabilities |  |  | 1,365,326 |  |  |  | 1,413,608 |
OWNERS' EQUITY (DEFICIT): |  |  |  |  |  |
The Company |  |  | 13,759 |  |  |  | 12,290 |
Other investors |  |  | (61,913 | ) |  |  | (84,791 | )
Total owners' deficit |  |  | (48,154 | ) |  |  | (72,501 | )
Total liabilities and owners’ deficit |  | $ | 1,317,172 |  |  | $ | 1,341,107 |
|  | Three Months Ended June 30, |  |  | Six Months Ended June 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Total revenues |  | $ | 63,875 |  |  | $ | 62,943 |  |  | $ | 127,872 |  |  | $ | 123,476 |
Net income (1) |  | $ | 28,328 |  |  | $ | 11,092 |  |  | $ | 34,592 |  |  | $ | 20,273 |
(1) The Company's pro rata share of net income was $7,148 and $812 for the three months ended June 30, 2024 and 2023, respectively. The Company's pro rata share of net income (loss) was $11,742 and $(444) for the six months ended June 30, 2024 and 2023, respectively. Variable Interest Entities The Operating Partnership and certain of its subsidiaries are VIEs primarily because the limited partners of these entities do not collectively possess substantive kick-out or participating rights. The Company consolidates the Operating Partnership because it 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 June 30, 2024, the Company had investments in 10 consolidated VIEs with ownership interests ranging from 50% to 92%. Unconsolidated VIEs The table below lists the Company's unconsolidated VIEs as of June 30, 2024:
Unconsolidated VIEs: |  | Investment in Real Estate Joint Ventures and Partnerships |  |  | Maximum Risk of Loss |
Alamance Crossing CMBS, LLC (1) |  | $ | — |  |  | $ | — |
Ambassador Infrastructure, LLC (2) |  |  | — |  |  |  | 4,361 |
Atlanta Outlet JV, LLC |  |  | — |  |  |  | — |
BI Development, LLC |  |  | 117 |  |  |  | 117 |
BI Development II, LLC |  |  | 679 |  |  |  | 679 |
CBL-T/C, LLC |  |  | — |  |  |  | — |
CBL-TRS Med OFC Holding, LLC (3) |  |  | 1,264 |  |  |  | 3,562 |
El Paso Outlet Center Holding, LLC |  |  | — |  |  |  | — |
Fremaux Town Center JV, LLC |  |  | — |  |  |  | — |
Louisville Outlet Shoppes, LLC |  |  | — |  |  |  | — |
Mall of South Carolina L.P. |  |  | — |  |  |  | — |
Vision - CBL Hamilton Place, LLC |  |  | 3,570 |  |  |  | 3,570 |
Vision - CBL Mayfaire TC Hotel, LLC |  |  | 6,174 |  |  |  | 6,174 |
|  | $ | 11,804 |  |  | $ | 18,463 |
(1) During the year ended December 31, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt. See Note 11 for more information. (3) The Operating Partnership has guaranteed the construction debt of CBL DMC I, LLC, the joint venture in which CBL-TRS Med OFC Holding, LLC owns a 50% interest. See Note 11 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 -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3 Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 323 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481543/323-740-50-2 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org//323/tableOfContent + Details
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