Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

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.

At September 30, 2018, the Company had investments in 19 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, 14 are owned in 50/50 joint ventures.

2018 Activity - Unconsolidated Affiliates

G&I VIII CBL Triangle LLC

In September 2018, G&I VIII CBL Triangle LLC recognized an impairment of $89,826 to write down Triangle Town Center's net book value of $123,453 to its estimated fair value of approximately $33,600. Management determined the fair value using a discounted cash flow methodology. The discounted cash flow used assumptions including a holding period of 10 years, with a sale at the end of the holding period, a capitalization rate of 15% and a discount rate of 15%. The mall has experienced declining tenant sales over the past few years and is facing challenges from store closures. The Company recorded $1,022 as its share of the loss on impairment recognized by the unconsolidated joint venture, which reduced the carrying value of the Company's investment in the joint venture to zero as of September 30, 2018.

Self Storage at Mid Rivers, LLC

In April 2018, the Company entered into a 50/50 joint venture, Self Storage at Mid Rivers, LLC, to develop a self-storage facility adjacent to Mid Rivers Mall. The Company recorded a $387 gain on investment related to land which it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan. See details below under 2018 Financings.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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



	September 30, 2018			December 31, 2017
ASSETS
Investment in real estate assets	$	2,025,289		$	2,089,262
Accumulated depreciation	(658,163		)	(618,922		)
	1,367,126			1,470,340
Developments in progress	68,768			36,765
Net investment in real estate assets	1,435,894			1,507,105
Other assets	186,912			201,114
Total assets	$	1,622,806		$	1,708,219

LIABILITIES
Mortgage and other indebtedness, net	$	1,322,144		$	1,248,817
Other liabilities	42,986			41,291
Total liabilities	1,365,130			1,290,108

OWNERS' EQUITY
The Company	183,392			216,292
Other investors	74,284			201,819
Total owners' equity	257,676			418,111
Total liabilities and owners' equity	$	1,622,806		$	1,708,219



	Total for the Three Months Ended September 30,
	2018			2017
Total revenues	$	54,579		$	57,395
Net income (loss) ⁽¹⁾	$	(85,136	)	$	7,868


(1)	The Company's share of net income (loss) is $1,762 and $4,706 for the three months ended September 30, 2018 and 2017, respectively.



	Total for the Nine Months Ended September 30,
	2018			2017
Total revenues	$	166,843		$	175,250
Net income (loss) ⁽¹⁾	$	(72,585	)	$	24,980


(1)	The Company's share of net income (loss) is $9,869 and $16,404 for the nine months ended September 30, 2018 and 2017, respectively.

Financings - Unconsolidated Affiliates

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 developments adjacent to EastGate Mall and Mid Rivers Mall. See Note 11 for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.

2018 Financings

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



Date	Property	Stated Interest Rate	Maturity Date		Amount Financed or Extended
April	CoolSprings Galleria ⁽¹⁾	4.839%	May 2028		$	155,000
April	Self-storage development - Mid Rivers Mall ⁽²⁾	LIBOR + 2.75%	April 2023		5,987
May	Hammock Landing - Phase I	LIBOR + 2.25%	February 2021	⁽³⁾	41,997
May	Hammock Landing - Phase II	LIBOR + 2.25%	February 2021	⁽³⁾	16,217
May	The Pavilion at Port Orange	LIBOR + 2.25%	February 2021	⁽³⁾	56,738


(1)	CBL/T-C, LLC, a 50/50 joint venture, closed on a non-recourse loan. Proceeds from the loan were used to retire a $97,732 loan, which was due to mature in June 2018. See 2018 Loan Repayment below for more information. The Company's share of excess proceeds were used to reduce outstanding balances on its credit facilities.


(2)	Self Storage at Mid Rivers, LLC, a 50/50 joint venture, closed on a construction loan with a total borrowing capacity of up to $5,987 for the development of a climate controlled self-storage facility adjacent to Mid Rivers Mall in St. Peters, MO. The Operating Partnership has guaranteed 100% of the loan. See Note 11 for more information.


(3)	The loans were amended to extend the maturity dates to February 2021. Each loan has two one-year extension options for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0%. The Operating Partnership's guaranty also increased to 50%.

2018 Loan Repayment

The loan, secured by the related unconsolidated property, was retired in 2018:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
April	CoolSprings Galleria ⁽¹⁾	6.98%	June 2018	$	97,732


(1)	The loan secured by the property was retired using a portion of the net proceeds from a $155,000 fixed-rate loan. See 2018 Financings above for more information.

Noncontrolling Interests

Noncontrolling interests consist of the following:



	As of
	September 30, 2018		December 31, 2017
Noncontrolling interests:
Operating Partnership	$	67,476	$	86,773
Other consolidated subsidiaries	11,799		9,701
	$	79,275	$	96,474

Common Unit Activity

In the second quarter of 2018, the Operating Partnership elected to pay cash of $2,246 to two holders of 526,510 common units of limited partnership interest in the Operating Partnership upon the exercise of their conversion rights.

In the first quarter of 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 September 30, 2018, the Company had investments in 19 consolidated VIEs with ownership interests ranging from 50% to 95%.

While the Company sold Statesboro Crossing in September 2018 (see Note 5 for additional information), Statesboro Crossing, LLC retained three outparcels which were not part of the sale and the consolidated joint venture is still classified as a VIE as of September 30, 2018.

Jarnigan Road II, LLC was wholly-owned by Jarnigan Road LP. During the second quarter of 2018, its ownership was restructured such that it became a wholly-owned subsidiary of the Management Company and is now a separate reportable VIE.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of September 30, 2018:



	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	10,605
EastGate Storage, LLC ⁽¹⁾	1,215		6,500
G&I VIII CBL Triangle LLC⁽²⁾	—		—
Self Storage at Mid Rivers, LLC ⁽¹⁾	1,061		5,987
Shoppes at Eagle Point, LLC⁽¹⁾	17,519		36,400


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


(2)	In conjunction with a loss on impairment recorded in September 2018, as described above, the Company wrote down its investment in the unconsolidated 90/10 joint venture to zero. The maximum risk of loss is limited to the basis, which is zero.