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 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 June 30, 2023, 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. 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 June 30, 2023, the loan secured by Alamance Crossing East had an outstanding balance of $ 41,122 . For the six months ended June 30, 2023, the Company recognized gain on deconsolidation of $ 28,151 . CBL-TRS Med OFC Holding, LLC In June 2023, the Company and its joint venture partner in Friendly Center and The Shops at Friendly entered into a new 50/50 joint venture, CBL-TRS 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, an unconsolidated affiliate, 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, December 31, ASSETS: Investment in real estate assets $ 1,989,551 $ 1,971,348 Accumulated depreciation ( 859,514 ) ( 829,574 ) 1,130,037 1,141,774 Developments in progress 13,826 10,914 Net investment in real estate assets 1,143,863 1,152,688 Other assets 191,648 170,756 Total assets $ 1,335,511 $ 1,323,444 LIABILITIES: Mortgage and other indebtedness, net $ 1,345,090 $ 1,333,152 Other liabilities 42,266 33,419 Total liabilities 1,387,356 1,366,571 OWNERS' EQUITY (DEFICIT): The Company 12,347 3,123 Other investors ( 64,192 ) ( 46,250 ) Total owners' deficit ( 51,845 ) ( 43,127 ) Total liabilities and owners’ deficit $ 1,335,511 $ 1,323,444 Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Total revenues $ 62,943 $ 65,551 $ 123,476 $ 129,288 Net income (1) $ 11,092 $ 12,384 $ 20,273 $ 33,062 (1) The Company's pro rata share of net income (loss) was $ 812 and $( 444 ) for the three and six months ended June 30, 2023, respectively. The Company's pro rata share of net income was $ 2,039 and $ 10,606 for the three and six months ended June 30, 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 June 30, 2023, 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, 2023: Unconsolidated VIEs: Investment in Maximum Alamance Crossing CMBS, LLC (1) $ — $ — Ambassador Infrastructure, LLC (2) — 5,749 Atlanta Outlet JV, LLC (2) — 4,355 BI Development, LLC 105 105 BI Development II, LLC — — CBL-T/C, LLC — — CBL-TRS Med OFC Holding, LLC (3) 1,300 1,300 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 2,210 2,210 Vision - CBL Mayfaire TC Hotel, LLC 1,800 1,800 $ 5,415 $ 15,519 (1) During the six months ended June 30, 2023, the property was placed into receivership. (2) The Operating P artnership has guaranteed all or a portion of the debt of each of these VIEs. 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. |