v3.26.1
Unconsolidated Affiliates and Noncontrolling Interests
6 Months Ended
Jun. 30, 2026
Equity Method Investments and Joint Ventures [Abstract]  
Unconsolidated Affiliates and Noncontrolling Interests

Note 8 – Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

At June 30, 2026, the Company had investments in 24 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%, 15 unconsolidated affiliates owned in 50/50 joint ventures and three unconsolidated affiliates with ownership interests of 65%.

Although the Company had majority ownership of certain joint ventures during 2026 and 2025, 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.

Additionally, the Company deconsolidated three investments, Jefferson Mall (100% ownership), The Outlet Shoppes at Gettysburg (50% ownership) and Southpark Mall (100% ownership), as a result of losing control when the properties went into receivership.

2026 Activity - Unconsolidated Affiliates

Coastal Grand-DSG LLC

In April 2026, the Company and its joint venture partner closed on a $6,581 non-recourse, five-year loan secured by Coastal Grand Mall - Dick's Sporting Goods, which bears a fixed interest rate of 6.17%. Proceeds from the new loan were used to retire the previous loan.

Jefferson Mall CMBS, LLC

In January 2026, the loan secured by Jefferson Mall entered default. In February 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the six months ended June 30, 2026, the Company recognized gain on deconsolidation of $35,334. The Company anticipates returning the property to the lender.

Gettysburg Outlet Center CMBS, LLC

The loan secured by The Outlet Shoppes at Gettysburg matured in October 2025. In May 2026, the property was placed into receivership and the Company deconsolidated the property due to a loss of control. For the three and six months ended June 30, 2026, the Company recognized a gain on deconsolidation of $5,925. The Company anticipates returning the property to the lender.

West Melbourne Town Center LLC

In May 2026, the Company and its joint venture partner sold Hammock Landing for $78,500, including the buyer assuming the $43,827 loan. The Company recognized a gain of $12,107, within equity in earnings in the condensed consolidated statements of operations, related to the sale.

York Town Center Holding, LP

In June 2026, the loan secured by York Town Center was extended for four months through October 2026.

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 extended the maturity date through February 2026. In September 2025, the Company and its joint venture partner closed on a new $43,000, five-year non-recourse loan, which bears a fixed interest rate of 5.933% and used the net proceeds to retire the previous loan.

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. In August 2025, the loan secured by York Town Center was extended through June 2026 and the interest rate was increased to 6%

Condensed Combined Financial Statements - Unconsolidated Affiliates

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

 

 

June 30,
2026

 

 

December 31,
2025

 

ASSETS:

 

 

 

 

 

 

Investment in real estate assets

 

$

1,190,238

 

 

$

1,255,163

 

Accumulated depreciation

 

 

(558,942

)

 

 

(574,364

)

 

 

 

631,296

 

 

 

680,799

 

Developments in progress

 

 

3,643

 

 

 

1,315

 

Net investment in real estate assets

 

 

634,939

 

 

 

682,114

 

Other assets

 

 

124,244

 

 

 

135,138

 

Total assets

 

$

759,183

 

 

$

817,252

 

LIABILITIES:

 

 

 

 

 

 

Mortgage and other indebtedness, net

 

$

730,242

 

 

$

715,013

 

Other liabilities

 

 

31,994

 

 

 

23,468

 

Total liabilities

 

 

762,236

 

 

 

738,481

 

OWNERS' EQUITY:

 

 

 

 

 

 

The Company

 

 

63,836

 

 

 

78,016

 

Other investors

 

 

(66,889

)

 

 

755

 

Total owners' equity

 

 

(3,053

)

 

 

78,771

 

Total liabilities and owners’ equity

 

$

759,183

 

 

$

817,252

 

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Total revenues

 

$

47,008

 

 

$

43,636

 

 

$

92,701

 

 

$

88,838

 

Net income (1)

 

$

32,261

 

 

$

9,556

 

 

$

40,021

 

 

$

52,546

 

 

(1)
The Company's pro rata share of net income was $22,311 and $6,437 for the three months ended June 30, 2026 and 2025, respectively. For the six months ended June 30, 2026 and 2025, the Company's pro rata share of net income was $32,588 and $13,350, 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, 2026, the Company had investments in nine 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, 2026:

Unconsolidated VIEs:

 

Investment in
Real Estate
Joint
Ventures
and
Partnerships

 

 

Maximum
Risk of Loss

 

Ambassador Infrastructure, LLC (1)

 

$

 

 

$

1,012

 

Atlanta Outlet JV, LLC

 

 

 

 

 

 

El Paso Outlet Center Holding, LLC

 

 

 

 

 

 

Gettysburg Outlet Center Holding, LLC (2)

 

 

 

 

 

 

Jefferson Mall CMBS, LLC (3)

 

 

 

 

 

 

Louisville Outlet Shoppes, LLC

 

 

 

 

 

 

Mall of South Carolina L.P.

 

 

 

 

 

 

Southpark Mall CMBS, LLC (4)

 

 

 

 

 

 

Vision - CBL Hamilton Place, LLC

 

 

3,532

 

 

 

3,532

 

Vision - CBL Mayfaire TC Hotel, LLC

 

 

5,641

 

 

 

5,641

 

 

$

9,173

 

 

$

10,185

 

 

(1)
The Operating Partnership has guaranteed all of the debt.
(2)
During the three and six months ended June 30, 2026, the property was placed into receivership.
(3)
During the six months ended June 30, 2026, the property was placed into receivership.
(4)
During the year ended December 31, 2025, the property was placed into receivership.