Unconsolidated Affiliates and Noncontrolling Interests

Unconsolidated Affiliates

Although the Company had majority ownership of certain joint ventures during 2019 and 2018, 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 March 31, 2019, the Company had investments in 21 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, 15 are owned in 50/50 joint ventures.

2019 Activity - Unconsolidated Affiliates

Bullseye, LLC

In September 2018, the Company entered into a joint venture, Bullseye, LLC, to develop a vacant land parcel adjacent to Hamilton Corner in Chattanooga, TN. During January 2019, the joint venture closed on the purchase of the land parcel for a gross purchase price of $3,310. The Company has a 20% membership interest in the joint venture and no funding obligations. The unconsolidated affiliate is a variable interest entity.

Condensed Combined Financial Statements - Unconsolidated Affiliates

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



	March 31, 2019			December 31, 2018
ASSETS
Investment in real estate assets	$	2,100,828		$	2,097,088
Accumulated depreciation	(687,230		)	(674,275		)
	1,413,598			1,422,813
Developments in progress	16,961			12,569
Net investment in real estate assets	1,430,559			1,435,382
Other assets	178,916			188,521
Total assets	$	1,609,475		$	1,623,903



	March 31, 2019		December 31, 2018
LIABILITIES
Mortgage and other indebtedness, net	$	1,318,685	$	1,319,949
Other liabilities	33,695		39,777
Total liabilities	1,352,380		1,359,726

OWNERS' EQUITY
The Company	185,123		191,050
Other investors	71,972		73,127
Total owners' equity	257,095		264,177
Total liabilities and owners' equity	$	1,609,475	$	1,623,903



	Total for the Three Months Ended March 31,
	2019		2018
Total revenues	$	55,867	$	57,181
Net income ⁽¹⁾	$	6,010	$	5,309


(1)	The Company's share of net income is $3,308 and $3,739 for the three months ended March 31, 2019 and 2018, 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 12 for a description of guarantees the Operating Partnership has issued related to these unconsolidated affiliates.

Noncontrolling Interests

Noncontrolling interests consist of the following:



	As of
	March 31, 2019		December 31, 2018
Noncontrolling interests:
Operating Partnership	$	46,892	$	55,917
Other consolidated subsidiaries	11,079		12,111
	$	57,971	$	68,028

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, 2019, the Company had investments in 19 consolidated VIEs with ownership interests ranging from 50% to 95%.

Unconsolidated VIEs

The table below lists the Company's unconsolidated VIEs as of March 31, 2019:



	Investment in Real Estate Joint Ventures and Partnerships		Maximum Risk of Loss
Ambassador Infrastructure, LLC ⁽¹⁾	$	—	$	10,605
EastGate Storage, LLC ⁽¹⁾	1,052		6,500
G&I VIII CBL Triangle LLC⁽²⁾	—		—
Self Storage at Mid Rivers, LLC ⁽¹⁾	1,022		5,987
Shoppes at Eagle Point, LLC⁽¹⁾	16,295		12,740


(1)	The debt is guaranteed by the Operating Partnership at 100%. See Note 12 for more information.


(2)	In conjunction with a loss on impairment recorded in September 2018, 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.