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UNCONSOLIDATED AFFILIATES | 12 Months Ended
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Dec. 31, 2019
Equity Method Investments And Joint Ventures [Abstract] |
UNCONSOLIDATED AFFILIATES | NOTE 7. UNCONSOLIDATED AFFILIATES Unconsolidated Affiliates Although the Company had majority ownership of certain joint ventures during 2019, 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 December 31, 2019, the Company had investments in 28 entities, which are accounted for using the equity method of accounting. The Company's ownership interest in these unconsolidated affiliates ranges from 20.0% to 65.0%. Of these entities, 17 are owned in 50 / 50 joint ventures. 2019 Activity - Unconsolidated Affiliates Atlanta Outlet JV, LLC In December 2019, the Company sold 25% of its interest in The Outlet Shoppes at Atlanta, in Woodstock, GA, to its existing joint venture partner for a total consideration of $ 20,778, including $ 11,440 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 56,067, which was made up of a $ 12,939 gain on the sale of the Company’s 25% interest and a $ 43,128 gain related to adjusting the Company’s retained interest to fair value. BI Development, LLC In October 2019, the Company entered into a joint venture, BI Development, LLC, to acquire, redevelop and operate the vacant JC Penney parcel at Northgate Mall in Chattanooga, TN. The Company has a 20% membership interest in the joint venture. As of December 31, 2019, the Company made no initial capital contribution and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE"). 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. The Company has a 20% membership interest in the joint venture. The Company made no initial investment and has no future funding obligations. The unconsolidated affiliate is a variable interest entity ("VIE"). El Paso Outlet Center Holding, LLC, and El Paso Outlet Outparcels, LLC In August 2019, the Company sold 25% of its interest in The Outlet Shoppes at El Paso, in El Paso, TX, to its existing joint venture partner for total consideration of $ 27,750, including $ 18,525 of assumed debt. Following the sale, the Company and its joint venture partner each own a 50% interest. In addition to the sale of its interest, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. As a result of these transactions, the Company recognized a gain on investment/deconsolidation of $ 11,174, which was made up of a $ 3,884 gain on the sale of the Company's 25% interest and a $ 7,290 gain related to adjusting the Company's retained interest to fair value. G&I VIII CBL Triangle LLC In July 2019, the lender foreclosed on the loan secured by Triangle Town Center. In September 2018, the Company had reduced its investment in the unconsolidated 90/10 joint venture to zero. Hamilton Place Self Storage, LLC In September 2019, the Company entered into a joint venture, Hamilton Place Self Storage, LLC, to develop a self-storage facility adjacent to Hamilton Place. The Company has a 54% share in the joint venture and recorded a $ 187 loss on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 7,002, a variable interest rate of LIBOR plus 2.75% and a maturity date of September 2024. The Operating Partnership has guaranteed 100 % of the construction loan, but has a back-up guaranty from its joint venture partner for 50 % of the construction loan. See Note 15 for more information. Louisville Outlet Shoppes, LLC In November 2019, the Company and its joint venture partner executed an amendment to the joint venture agreement that modified certain terms of the agreement, which resulted in the Company deconsolidating this property. Mall of South Carolina L.P. In November 2019, the Company and its joint venture partner closed on construction loan to construct a new building adjacent to Coastal Grand that will include Dick’s Sporting Goods and Golf Galaxy. The construction loan has a total borrowing capacity of $ 7,959, a fixed interest rate of 5.05% and a maturity date of November 2024 . Parkdale Self Storage, LLC In May 2019, the Company entered into a 50/50 joint venture, Parkdale Self Storage, LLC, to develop a self-storage facility adjacent to Parkdale Mall. The Company recorded gain on sale of real estate assets of $ 433 related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of up to $ 6,500, a variable interest rate that is the greater of 5.25% or LIBOR plus 2.80% and a maturity date of July 2024 . The Operating Partnership has a joint and several guaranty with its joint venture partner. Therefore, the maximum guarantee is 100% of the loan. See Note 15 for more information. Vision-CBL Hamilton Place, LLC In November 2018, the Company entered into a 50/50 joint venture, Vision-CBL Hamilton Place, LLC, to acquire, develop and operate an Aloft by Marriott hotel adjacent to Hamilton Place. In December 2019, the Company recorded a $ 1,381 gain on sale of real estate assets related to land that it contributed to the joint venture. The unconsolidated affiliate is a VIE. See additional information in Variable Interest Entities below. In October 2019, the unconsolidated affiliate closed on a construction loan with a borrowing capacity of $ 16,800, a variable interest rate of LIBOR plus 2.45% and a maturity date of November 2024 . 2018 Activity - Unconsolidated Affiliates CBL/T-C, LLC In April 2018, the Company and its 50/50 joint venture partner closed on a $ 155,000 non-recourse loan secured by CoolSprings Galleria. The loan bears a fixed interest rate of 4.84% and matures on May 2028. Proceeds from the loan were used to retire an existing $ 97,732 loan, which had an interest rate of 6.98% at the repayment date and was due to mature in June 2018. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities. Continental 425 Fund LLC In December 2018, the Company contributed land valued at $ 6,000 and cash of $ 7 in exchange for a 43.5% interest in Continental 425 Fund LLC. The land contributed is adjacent to The Pavilion at Port Orange, a community center located in Port Orange, FL, and is being used in the development of an apartment complex. The unconsolidated affiliate is a variable interest entity. In conjunction with the formation of the joint venture, the joint venture closed on a construction loan with a total borrowing capacity of $ 36,990, a variable interest rate of LIBOR plus 2.35% and a maturity date of December 2021 . In addition, there are two one-year extension options available at the joint venture’s election. 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 occurring at the end of the holding period, a capitalization rate of 15% and a discount rate of 15% . The mall ha d experienced declining tenant sales over the past few years and wa s 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 in the third quarter of 2018. Port Orange Town Center LLC, West Melbourne Town Center LLC and West Melbourne Holdings II, LLC In May 2018, the $ 56,738 loan secured by The Pavilion at Port Orange, the $ 41,997 loan secured by Hammock Landing – Phase I and the $ 16,217 loan secured by Hammock Landing – Phase II were amended to extend the maturity date to February 2021. Each loan has two one-year extension options, available at the unconsolidated affiliate's election, for an outside maturity date of February 2023. The interest rate increased from a variable rate of LIBOR plus 2.0% to LIBOR plus 2.25%. The Operating Partnership's guaranty also increased to 50%. 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 related to land that it contributed to the joint venture. The unconsolidated affiliate is a variable interest entity. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan, with a borrowing capacity of $ 5,987, a variable interest rate of LIBOR plus 2.75% and a maturity date of April 2023. 2017 Activity - Unconsolidated Affiliates Ambassador Infrastructure, LLC In August 2019, the unconsolidated affiliate amended and modified the existing $ 11,035 loan to extend the maturity date to August 2020. The Operating Partnership has guaranteed 100% of the loan. The loan carries a variable interest rate of LIBOR plus 2.0%, but the unconsolidated affiliate has an interest rate swap on the notional amount of the loan, amortizing to $ 9,360 over the term of the swap, to effectively fix the interest rate at 3.74%. EastGate Storage, LLC In November 2017, the Company entered into a 50/50 joint venture, EastGate Storage, LLC with an unaffiliated partner to develop a self-storage facility adjacent to EastGate Mall. The Company contributed land with a fair value of $ 1,134 and the partner is equalizing through cash contributions. In conjunction with the formation of the joint venture, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 6,500, a variable interest rate of LIBOR plus 2.75% and a maturity date of December 2022. The loan is interest only through November 2020. The self-storage facility opened in September 2018. River Ridge Mall JV, LLC The Company sold its 25% interest in River Ridge Mall JV, LLC ("River Ridge") to its joint venture partner for $ 9,000 in cash and the Company recorded a $ 5,843 loss on investment related to the sale of its interest and recorded an additional $ 354 loss on investment upon the sale closing in August 2017. The loss on investment is included in gain on investments in the consolidated statements of operations. The Company's property management agreement with River Ridge Mall JV, LLC ended September 30, 2017. Shoppes at Eagle Point, LLC The Company formed a 50/50 unconsolidated joint venture, Shoppes at Eagle Point, LLC, to develop, own and operate a community center located in Cookeville, TN. The partners contributed aggregate initial equity of $ 1,031. In October 2017, the unconsolidated affiliate closed on a construction loan with a total borrowing capacity of $ 36,400, a variable interest rate of LIBOR plus 2.75% and a maturity date of October 2020. The loan has one two-year extension option available at the unconsolidated affiliate's election, subject to compliance with the terms of the loan. The interest rate will be reduced to a variable-rate of LIBOR plus 2.35% once certain debt and operational metrics are met. In the third quarter of 2017, the land was acquired and construction began. The community center opened in November 2018. JG Gulf Coast Town Center LLC - Phase III In July 2017, the Company loaned the unconsolidated affiliate the amount necessary to retire the loan and received a mortgage note receivable in return. In December 2017, the Company entered into an assignment and assumption agreement with the Company's partner in the JG Gulf Coast Town Center LLC joint venture. Under the terms of the agreement, the Company was assigned the rights and assumed the obligations of its joint venture partner with respect to its 50% interest in Gulf Coast Town Center - Phase III, a community center located in Ft. Meyers, FL. See Note 5 for more information. The intercompany loan was eliminated in consolidation as of December 31, 2017 since the Property became wholly owned by the Company. The property was sold in March 2018. See Note 6 for details. Condensed Combined Financial Statements - Unconsolidated Affiliates Condensed combined financial statement information of the unconsolidated affiliates is as follows:
|  | December 31, |
|  | 2019 |  |  | 2018 |
ASSETS: |  |  |  |  |  |  |  |
Investment in real estate assets |  | $ | 2,293,438 |  |  | $ | 2,097,088 |
Accumulated depreciation |  |  | ( 803,909 | ) |  |  | ( 674,275 | )
|  |  | 1,489,529 |  |  |  | 1,422,813 |
Developments in progress |  |  | 46,503 |  |  |  | 12,569 |
Net investment in real estate assets |  |  | 1,536,032 |  |  |  | 1,435,382 |
Other assets |  |  | 154,427 |  |  |  | 188,521 |
Total assets |  | $ | 1,690,459 |  |  | $ | 1,623,903 |
LIABILITIES: |  |  |  |  |  |  |  |
Mortgage and other indebtedness, net |  | $ | 1,417,644 |  |  | $ | 1,319,949 |
Other liabilities |  |  | 41,007 |  |  |  | 39,777 |
Total liabilities |  |  | 1,458,651 |  |  |  | 1,359,726 |
OWNERS' EQUITY: |  |  |  |  |  |  |  |
The Company |  |  | 149,376 |  |  |  | 191,050 |
Other investors |  |  | 82,432 |  |  |  | 73,127 |
Total owners' equity |  |  | 231,808 |  |  |  | 264,177 |
Total liabilities and owners’ equity |  | $ | 1,690,459 |  |  | $ | 1,623,903 |
|  | Year Ended December 31, |
|  | 2019 |  |  | 2018 |  |  | 2017 |
Total revenues |  | $ | 221,512 |  |  | $ | 225,073 |  |  | $ | 236,607 |
Depreciation and amortization |  |  | ( 87,193 | ) |  |  | ( 78,174 | ) |  |  | ( 80,102 | )
Other operating expenses |  |  | ( 67,784 | ) |  |  | ( 72,056 | ) |  |  | ( 71,293 | )
Interest and other income |  |  | 1,555 |  |  |  | 1,415 |  |  |  | 1,671 |
Interest expense |  |  | ( 55,727 | ) |  |  | ( 52,803 | ) |  |  | ( 51,843 | )
Gain on extinguishment of debt |  |  | 83,635 |  |  |  | — |  |  |  | — |
Loss on impairment |  |  | — |  |  |  | ( 89,826 | ) |  |  | — |
Gain on sales of real estate assets |  |  | 630 |  |  |  | 3,056 |  |  |  | 555 |
Net income (loss) (1) |  | $ | 96,628 |  |  | $ | ( 63,315 | ) |  | $ | 35,595 |
(1) | The Company's pro rata share of net income (loss) is $ 4,940, $ 14,677 and $ 22,939 for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in equity in earnings of unconsolidated affiliates in the consolidated statements of operations. |
See Note 15 for a description of guarantees the Operating Partnership has issued related to the unconsolidated affiliates listed below.

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- Definition The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SX 210.3A-04) -URI http://asc.fasb.org/extlink&oid=116822174&loc=d3e355119-122828 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965 + Details
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