Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

At March 31, 2018, the Company had investments in 17 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 10.0% to 65.0%. Of these entities, 12 are owned in 50/50 joint ventures. There have been no changes to the Company's investments in unconsolidated affiliates as compared to the prior-year period.

See Note 14 for information on a new joint venture, which was formed subsequent to March 31, 2018.

Although the Company had majority ownership of certain joint ventures during 2018 and 2017, 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.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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



	March 31, 2018			December 31, 2017
ASSETS
Investment in real estate assets	$	2,092,145		$	2,089,262
Accumulated depreciation	(634,287		)	(618,922		)
	1,457,858			1,470,340
Developments in progress	44,379			36,765
Net investment in real estate assets	1,502,237			1,507,105
Other assets	195,692			201,114
Total assets	$	1,697,929		$	1,708,219

LIABILITIES
Mortgage and other indebtedness, net	$	1,246,902		$	1,248,817
Other liabilities	40,862			41,291
Total liabilities	1,287,764			1,290,108

OWNERS' EQUITY
The Company	214,387			216,292
Other investors	195,778			201,819
Total owners' equity	410,165			418,111
Total liabilities and owners' equity	$	1,697,929		$	1,708,219



	Total for the Three Months Ended March 31,
	2018			2017
Total revenues	$	57,181		$	59,699
Depreciation and amortization	(19,787		)	(20,629		)
Interest income	353			400
Interest expense	(12,458		)	(12,838		)
Operating expenses	(19,980		)	(18,748		)
Income from continuing operations before loss on sales of real estate assets	5,309			7,884
Loss on sales of real estate assets	—			(71		)
Net income ⁽¹⁾	$	5,309		$	7,813


(1)	The Company's share of net income is $3,739 and $5,373 for the three months ended March 31, 2018 and 2017, respectively.

2018 Financings

The Company's unconsolidated affiliates had the following loan activity in 2018:



Date	Property	Stated Interest Rate	Maturity Date		Amount Extended
February	Hammock Landing - Phase I	LIBOR + 2.0%	April 2018	⁽¹⁾	$	42,147
February	Hammock Landing - Phase II	LIBOR + 2.0%	April 2018	⁽¹⁾	16,277
February	The Pavilion at Port Orange	LIBOR + 2.0%	April 2018	⁽¹⁾	56,948


(1)	The loan was amended to extend the maturity date from February 2018 and has an extension option for an outside maturity date of February 2019.

See Note 14 for an extension of these loans subsequent to March 31, 2018.

All of the debt on the properties owned by the unconsolidated affiliates is non-recourse, except for debt secured by Ambassador Infrastructure, Hammock Landing, The Pavilion at Port Orange, The Shoppes at Eagle Point and the self-storage development adjacent to EastGate Mall. See Note 11 for a description of guarantees the Operating Partnership has issued related to certain unconsolidated affiliates.

See Note 14 for information on a new joint venture and related construction loan, guaranteed by the Operating Partnership, which occurred subsequent to March 31, 2018.

Noncontrolling Interests

Noncontrolling interests consist of the following:



	As of
	March 31, 2018		December 31, 2017
Noncontrolling interests:
Operating Partnership	$	86,723	$	86,773
Other consolidated subsidiaries	8,084		9,701
	$	94,807	$	96,474

In February 2018, the Company issued 915,338 shares of common stock to a holder of 915,338 common units of limited partnership interest in the Operating Partnership in connection with the exercise of the holder's contractual exchange rights.

Variable Interest Entities

In accordance with the guidance in ASU 2015-02, Amendments to the Consolidation Analysis, and ASU 2016-17, Interests Held Through Related Parties That Are under Common Control, 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 March 31, 2018, the Company had investments in 18 consolidated VIEs with ownership interests ranging from 50% to 95%. There have been no changes to the Company's investments in consolidated affiliates as compared to the prior-year period.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of March 31, 2018:



	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	10,605
EastGate Storage, LLC ⁽¹⁾	1,121		6,500
G&I VIII CBL Triangle LLC	1,469		1,469
Shoppes at Eagle Point, LLC⁽¹⁾	15,866		36,400


(1)	The debt is guaranteed by the Operating Partnership at 100%. See Note 11 for more information.