v3.25.2
Unconsolidated Affiliates and Noncontrolling Interests
6 Months Ended
Jun. 30, 2025
Equity Method Investments and Joint Ventures [Abstract]  
Unconsolidated Affiliates and Noncontrolling Interests

Note 8 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

At June 30, 2025, the Company had investments in 23 entities, which are accounted for using the equity method of accounting. All investments in unconsolidated affiliates were similar in nature and the entities all were developing or held and operated real estate assets.

The Company had three unconsolidated affiliates with its ownership interests ranging from 33% to 49%, 16 unconsolidated affiliates owned in 50/50 joint ventures and four unconsolidated affiliates with ownership interests of 65%.

Although the Company had majority ownership of certain joint ventures during 2025 and 2024, 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.

2025 Activity - Unconsolidated Affiliates

Alamance Crossing CMBS, LLC

In March 2025, 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 $41,122.

BI Developments II, LLC

In March 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $2,400 and the Company recognized a gain of $1,035 at the Company's share.

Port Orange I, LLC

In February 2025, the Company and its joint venture partner exercised the one-year extension option on the loan secured by the Pavilion at Port Orange, which extends the maturity date through February 2026.

In April 2025, the Company and its joint venture partner sold an outparcel. The sale resulted in total gross proceeds of $1,300 and the Company recognized a gain of $832 at the Company's share.

York Town Center Holding, LP

In March 2025, the loan secured by York Town Center was extended for six months through September 2025.

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.

Vision-CBL Hamilton Place, LLC

Subsequent to June 30, 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended.

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.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

 

 

June 30,
2025

 

 

December 31,
2024

 

ASSETS:

 

 

 

 

 

 

Investment in real estate assets

 

$

1,282,281

 

 

$

1,284,494

 

Accumulated depreciation

 

 

(592,047

)

 

 

(576,289

)

 

 

 

690,234

 

 

 

708,205

 

Developments in progress

 

 

39,774

 

 

 

32,114

 

Net investment in real estate assets

 

 

730,008

 

 

 

740,319

 

Other assets

 

 

137,871

 

 

 

156,363

 

Total assets

 

$

867,879

 

 

$

896,682

 

LIABILITIES:

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

733,716

 

 

$

780,536

 

Other liabilities

 

 

24,501

 

 

 

36,253

 

Total liabilities

 

 

758,217

 

 

 

816,789

 

OWNERS' EQUITY:

 

 

 

 

 

 

The Company

 

 

75,635

 

 

 

76,607

 

Other investors

 

 

34,027

 

 

 

3,286

 

Total owners' equity

 

 

109,662

 

 

 

79,893

 

Total liabilities and owners’ equity

 

$

867,879

 

 

$

896,682

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Total revenues

 

$

43,636

 

 

$

63,875

 

 

$

88,838

 

 

$

127,872

 

Net income (1)

 

$

9,556

 

 

$

28,328

 

 

$

52,546

 

 

$

34,592

 

 

(1)
The Company's pro rata share of net income was $6,437 and $7,148 for the three months ended June, 2025 and 2024, respectively. The Company's pro rata share of net income was $13,350 and $11,742 for the six months ended June 30, 2025 and 2024, 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, 2025, 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, 2025:

Unconsolidated VIEs:

 

Investment in
Real Estate
Joint
Ventures
and
Partnerships

 

 

Maximum
Risk of Loss

 

Ambassador Infrastructure, LLC (1)

 

$

 

 

$

2,797

 

Atlanta Outlet JV, LLC

 

 

 

 

 

 

BI Development, LLC

 

 

79

 

 

 

79

 

El Paso Outlet Center Holding, LLC

 

 

 

 

 

 

Fremaux Town Center JV, LLC

 

 

 

 

 

 

Louisville Outlet Shoppes, LLC

 

 

 

 

 

 

Mall of South Carolina L.P.

 

 

 

 

 

 

Port Orange I, LLC (1)

 

 

4,074

 

 

 

24,861

 

Vision - CBL Hamilton Place, LLC

 

 

3,641

 

 

 

3,641

 

Vision - CBL Mayfaire TC Hotel, LLC

 

 

6,171

 

 

 

6,171

 

 

$

13,965

 

 

$

37,549

 

(1)
The Operating Partnership has guaranteed all or a portion of the debt. See Note 12 for more information.