Unconsolidated Affiliates, Redeemable Interests, Noncontrolling Interests and Cost Method Investments (Tables)

9 Months Ended

Sep. 30, 2016

Equity Method Investments and Joint Ventures [Abstract]

Investments accounted for using the equity method of accounting

At September 30, 2016, the Company had investments in the following 17 entities, which are accounted for using the equity method of accounting:



Joint Venture	Property Name	Company's Interest
Ambassador Infrastructure, LLC	Ambassador Town Center - Infrastructure Improvements	65.0%
Ambassador Town Center JV, LLC	Ambassador Town Center	65.0%
CBL/T-C, LLC	CoolSprings Galleria, Oak Park Mall and West County Center	50.0%
CBL-TRS Joint Venture, LLC	Friendly Center, The Shops at Friendly Center and a portfolio of four office buildings ⁽¹⁾	50.0%
El Paso Outlet Outparcels, LLC	The Outlet Shoppes at El Paso (vacant land)	50.0%
Fremaux Town Center JV, LLC	Fremaux Town Center Phases I and II	65.0%
G&I VIII CBL Triangle LLC	Triangle Town Center, Triangle Town Commons and Triangle Town Place	10.0%
Governor’s Square IB	Governor’s Plaza	50.0%
Governor’s Square Company	Governor’s Square	47.5%
JG Gulf Coast Town Center LLC	Gulf Coast Town Center Phase III	50.0%
Kentucky Oaks Mall Company	Kentucky Oaks Mall	50.0%
Mall of South Carolina L.P.	Coastal Grand	50.0%
Mall of South Carolina Outparcel L.P.	Coastal Grand Crossing and vacant land	50.0%
Port Orange I, LLC	The Pavilion at Port Orange Phase I and one office building	50.0%
River Ridge Mall JV, LLC	River Ridge Mall	25.0%
West Melbourne I, LLC	Hammock Landing Phases I and II	50.0%
York Town Center, LP	York Town Center	50.0%

(1)The office buildings are classified as held for sale as of September 30, 2016.

Condensed combined financial statement information - unconsolidated affiliates

The following table summarizes the allocation of the estimated fair values of the tangible and identifiable intangible assets acquired as of the February 2016 acquisition date for the G&I VIII CBL Triangle LLC joint venture:



	2016
Land	$	14,421
Buildings and improvements	132,230
Tenant improvements	1,206
Above-market leases	11,599
In-place leases	22,538
Total assets	181,994
Below-market leases	(7,994		)
Net assets acquired	$	174,000

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



	As of
ASSETS	September 30, 2016			December 31, 2015
Investment in real estate assets	$	2,137,092		$	2,357,902
Accumulated depreciation	(550,103		)	(677,448		)
	1,586,989			1,680,454
Held for sale	25,392			—
Developments in progress	28,995			59,592
Net investment in real estate assets	1,641,376			1,740,046
Other assets	229,516			168,540
Total assets	$	1,870,892		$	1,908,586

LIABILITIES
Mortgage and other indebtedness	$	1,278,160		$	1,546,272
Other liabilities	60,687			51,357
Total liabilities	1,338,847			1,597,629

OWNERS' EQUITY
The Company	241,892			184,868
Other investors	290,153			126,089
Total owners' equity	532,045			310,957
Total liabilities and owners' equity	$	1,870,892		$	1,908,586



	Total for the Three Months Ended September 30,						Company's Share for the Three Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	59,104		$	62,098		$	27,427		$	32,660
Depreciation and amortization	(20,227		)	(20,313		)	(10,756		)	(10,734		)
Interest income	295			331			207			255
Interest expense	(14,281		)	(18,616		)	(6,109		)	(9,601		)
Operating expenses	(18,216		)	(18,918		)	(8,112		)	(9,638		)
Loss on extinguishment of debt	(393		)	—			(197		)	—
Income from continuing operations before gain on sales of real estate assets	6,282			4,582			2,460			2,942
Gain on sales of real estate assets	16,854			710			8,018			566
Net income	$	23,136		$	5,292		$	10,478		$	3,508



	Total for the Nine Months Ended September 30,						Company's Share for the Nine Months Ended September 30,
	2016			2015			2016			2015
Total revenues	$	186,162		$	187,681		$	87,527		$	98,453
Depreciation and amortization	(63,085		)	(59,435		)	(29,090		)	(31,354		)
Interest income	963			998			719			767
Interest expense	(41,951		)	(55,999		)	(19,787		)	(28,873		)
Operating expenses	(56,621		)	(55,692		)	(25,295		)	(28,511		)
Gain (loss) on extinguishment of debt	62,901			—			(197		)	—
Income from continuing operations before gain on sales of real estate assets	88,369			17,553			13,877			10,482
Gain on sales of real estate assets	158,190			2,144			93,340			1,730
Net income	$	246,559		$	19,697		$	107,217		$	12,212

Financings - Unconsolidated Affiliates

Loans Financed or Extended

The following table presents the loan activity of the Company's unconsolidated affiliates in 2016:



Date	Property	Stated Interest Rate		Maturity Date ⁽¹⁾		Amount Financed or Extended		Company's Share
June	Fremaux Town Center ⁽²⁾	3.70%	(3)	June 2026		73,000		$	47,450
June	Ambassador Town Center ⁽⁴⁾	3.22%	(5)	June 2023		47,660		30,979
February	Port Orange ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	58,628		29,314
February	Hammock Landing - Phase I ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	43,347	(8)	21,674
February	Hammock Landing - Phase II ⁽⁶⁾	LIBOR + 2.0%		February 2018	(7)	16,757		8,379
February	Triangle Town Center, Triangle Town Place, Triangle Town Commons ⁽⁹⁾	4.00%	(10)	December 2018	(11)	171,092		17,109


(1)	Excludes any extension options.


(2)	Net proceeds from the non-recourse loan were used to retire the existing construction loans, secured by Phase I and Phase II of Fremaux Town Center, with an aggregate balance of $71,125.


(3)	The joint venture has an interest rate swap on a notional amount of $73,000, amortizing to $52,130 over the term of the swap, related to Fremaux Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(4)	The non-recourse loan was used to retire an existing construction loan with a balance of $41,900 and excess proceeds were utilized to fund remaining construction costs.


(5)	The joint venture has an interest rate swap on a notional amount of $47,660, amortizing to $38,866 over the term of the swap, related to Ambassador Town Center to effectively fix the interest rate on that variable-rate loan. Therefore, this amount is currently reflected as having a fixed rate.


(6)	The guaranty was reduced from 25% to 20% in conjunction with the refinancing. See Note 12 for more information.


(7)	The loan was modified and extended to February 2018 with a one-year extension option.


(8)	The capacity was increased from $39,475 to fund the expansion.


(9)	The loan was amended and modified in conjunction with the sale of the property to a newly formed joint venture. See previous section in Note 5 for additional information.


(10)	The interest rate was reduced from 5.74% to 4.00% interest-only payments through the initial maturity date.


(11)	The loan was extended to December 2018 with two one-year extension options.

Schedule of fixed rate loans

The Company's unconsolidated affiliates repaid the following loans, secured by the related unconsolidated properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid
September	Governor's Square Mall ⁽¹⁾	8.23%	September 2016	$	14,089
September	High Pointe Commons - Phase I ⁽²⁾	5.74%	May 2017	12,401
September	High Pointe Commons - PetCo ⁽²⁾	3.20%	July 2017	19
September	High Pointe Commons - Phase II ⁽²⁾	6.10%	July 2017	4,968
July	Kentucky Oaks Mall ⁽³⁾	5.27%	January 2017	19,912


(1)	The Company's share of the loan was $6,692 based on its 47.5% pro rata share in the joint venture.


(2)	The loan secured by the property was paid off using proceeds from the sale of the property in September 2016. See above for more information. The Company's share of the loan was 50% based on its pro rata share in the joint venture.


(3)	The Company's share of the loan was $9,956 based on its 50% pro rata share in the joint venture.

The following table presents the loans, secured by the related consolidated properties, that were entered into in 2016:



Date	Property	Stated Interest Rate	Maturity Date		Amount Financedor Extended
June	Hamilton Place ⁽¹⁾	4.36%	June 2026		$	107,000
June	Statesboro Crossing ⁽²⁾	LIBOR + 1.80%	June 2017	⁽³⁾	11,035
April	Hickory Point Mall ⁽⁴⁾	5.85%	December 2018	⁽⁵⁾	27,446


(1)	Proceeds from the non-recourse loan were used to retire an existing $98,181 loan with an interest rate of 5.86% that was scheduled to mature in August 2016. The Company's share of excess proceeds was used to reduce outstanding balances on its credit facilities.


(2)	The loan was modified to extend the maturity date.


(3)	The loan has a one-year extension option at the Company's election for an outside maturity date of June 2018.


(4)	The loan was modified to extend the maturity date. The interest rate remains at 5.85% but future amortization payments have been eliminated.


(5)	The loan has a one-year extension option at the Company's election for an outside maturity date of December 2019.

Other

The non-recourse loans secured by Chesterfield Mall, Midland Mall and Wausau Center are in default and in receivership at September 30, 2016. The malls generate insufficient income levels to cover the debt service on the mortgages, which had an aggregate balance of $189,642 at September 30, 2016. The Company plans to return these malls to the respective lenders when foreclosure proceedings are complete, which is estimated to be by year-end or in early 2017.

Construction Loan

The following table presents the construction loan, secured by the related consolidated property, that was entered into in 2016:



Date	Property	Stated Interest Rate		Maturity Date		Amount Financed
May	The Outlet Shoppes at Laredo ⁽¹⁾	LIBOR + 2.5%	(2)	May 2019	(3)	$	91,300


(1)	The consolidated 65/35 joint venture closed on a construction loan for the development of The Outlet Shoppes at Laredo, an outlet center located in Laredo, TX. The Operating Partnership has guaranteed 100% of the loan.


(2)	The interest rate will be reduced to LIBOR + 2.25% once the development is complete and certain debt and operational metrics are met.


(3)	The loan has one 24-month extension option, which is at the joint venture's election, subject to continued compliance with the terms of the loan agreement, for an outside maturity date of May 2021.

The Company repaid the following fixed-rate loans, secured by the related consolidated Properties, in 2016:



Date	Property	Interest Rate at Repayment Date	Scheduled Maturity Date	Principal Balance Repaid ⁽¹⁾
August	Dakota Square Mall	6.23%	November 2016	$	51,605
June	Hamilton Place ⁽²⁾	5.86%	August 2016	98,181
April	CoolSprings Crossing	4.54%	April 2016	11,313
April	Gunbarrel Pointe	4.64%	April 2016	10,083
April	Stroud Mall	4.59%	April 2016	30,276
April	York Galleria	4.55%	April 2016	48,337


(1)	The Company retired the loans with borrowings from its credit facilities unless otherwise noted.


(2)	The Company retired the loan with proceeds from a $107,000 fixed-rate non-recourse loan. See above for more information.

Schedule of Variable Interest Entities

The table below lists the Company's VIEs as of September 30, 2016 under ASU 2015-02:

Consolidated VIEs:

Atlanta Outlet Outparcels, LLC

Atlanta Outlet JV, LLC

CBL Terrace LP

El Paso Outlet Center Holding, LLC

El Paso Outlet Center II, LLC

Foothills Mall Associates

Gettysburg Outlet Center Holding, LLC

Gettysburg Outlet Center, LLC

High Point Development LP II

Jarnigan Road LP

Laredo Outlet JV, LLC ⁽¹⁾

Lebcon Associates

Lebcon I, Ltd

Lee Partners

Louisville Outlet Outparcels, LLC

Louisville Outlet Shoppes, LLC

Madison Grandview Forum, LLC

The Promenade at D'Iberville

Statesboro Crossing, LLC

Village at Orchard Hills, LLC

Woodstock GA Investments, LLC

Unconsolidated VIEs:

Ambassador Infrastructure, LLC

G&I VIII CBL Triangle LLC ⁽²⁾

(1)

In May 2016, the Company formed a 65/35 joint venture, Laredo Outlet JV, LLC, to develop, own and operate The Outlet Shoppes at Laredo in Laredo, TX. The Company initially contributed $7,714, which consisted of a cash contribution of $2,434 and its interest in a note receivable of $5,280 (see Note 8), and the third party partner contributed $10,686, which included land and construction costs to date. The Company contributed 100% of the capital to fund the project until the pro rata 65% contribution of $19,846 was reached in the third quarter of 2016. All subsequent future contributions will be funded on a 65/35 pro rata basis The Company determined that the new consolidated affiliate represents an interest in a VIE based upon the criteria noted above.


(2)	Upon, the sale of the Company's 50% interest in Triangle Town Member LLC to G&I VIII CBL Triangle LLC in the first quarter of 2016, the Company determined that the new unconsolidated affiliate represents an interest in a VIE based upon the criteria noted above.

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

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