At September 30, 2024, the Company had investments in 25 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%, 17 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 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:

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 had a wholly owned investment that was deconsolidated as a result of losing control when the property went into receivership.

Subsequent to September 30, 2024, the $3,062 loan secured by the former Sears parcel at Northgate Mall was paid off using proceeds from the sale of that parcel. See Note 14 for additional information.

In September 2024, construction was completed and the Company's full payment guaranty of the construction loan was released.

Subsequent to September 30, 2024, the loan secured by The Outlet Shoppes of the Bluegrass was paid off using proceeds from a new loan. See Note 14 for additional information.

In August 2024, the Company was notified by the lender that the loans secured by Coastal Grand Mall and Coastal Grand Crossing were in maturity default. The Company is in discussions with the lender regarding a loan modification/extension.

Subsequent to September 30, 2024, the Company was notified by the lender that the loan secured by Coastal Grand Dick's Sporting Goods was in maturity default. The Company is in discussions with the lender regarding a loan modification/extension.

In July 2024, the loan secured by Hamilton Place Aloft Hotel was modified and extended. The modified loan bears a fixed interest rate of 7.2% and matures in June 2029.

Subsequent to September 30, 2024, the Company and its joint venture partner entered into new non-recourse loans secured by Hammock Landing, which total $45,000. See Note 14 for additional information.

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.

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 September 30, 2024, the loan secured by Alamance Crossing East had an outstanding balance of $41,122. For the nine months ended September 30, 2023, the Company recognized gain on deconsolidation of $28,151. See Note 5 for more information.

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.

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.

In April 2023, the $7,247 loan secured by The Outlet Shoppes of the Bluegrass - Phase II was paid off.

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.

In September 2023, the Company deconsolidated WestGate Mall as a result of the Company losing control when the property was placed in receivership. For the three and nine months ended September 30, 2023, the Company recognized gain on deconsolidation of $19,728. See Note 5 for more information.

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


	September 30, 2024			December 31, 2023
ASSETS:
Investment in real estate assets	$	2,013,433		$	2,010,269
Accumulated depreciation		(927,826	)		(886,712	)
		1,085,607			1,123,557
Developments in progress		33,341			17,261
Net investment in real estate assets		1,118,948			1,140,818
Other assets		200,171			200,289
Total assets	$	1,319,119		$	1,341,107
LIABILITIES:
Mortgage and other indebtedness, net	$	1,319,066		$	1,368,031
Other liabilities		50,370			45,577
Total liabilities		1,369,436			1,413,608
OWNERS' EQUITY (DEFICIT):
The Company		11,756			12,290
Other investors		(62,073	)		(84,791	)
Total owners' deficit		(50,317	)		(72,501	)
Total liabilities and owners’ deficit	$	1,319,119		$	1,341,107


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Total revenues	$	63,450	$	62,354	$	191,322	$	185,830
Net income (1)	$	7,578	$	7,162	$	42,170	$	27,435

(1)

The Company's pro rata share of net income was $7,084 and $3,266 for the three months ended September 30, 2024 and 2023, respectively. The Company's pro rata share of net income was $18,826 and $2,822 for the nine months ended September 30, 2024 and 2023, respectively.

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.

As of September 30, 2024, the Company had investments in 10 consolidated VIEs with ownership interests ranging from 50% to 92%.

The table below lists the Company's unconsolidated VIEs as of September 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		89		89
BI Development II, LLC		979		979
CBL-T/C, LLC		—		—
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		3,543		3,543
Vision - CBL Mayfaire TC Hotel, LLC		6,175		6,175
	$	10,786	$	15,147

(1)

During the year ended December 31, 2023, the property was placed into receivership.

(2)

The Operating Partnership has guaranteed all or a portion of the debt. See Note 11 for more information.